第一工业地产信托美股招股说明书(2025-05-13版)

$450,000,000 5.250% Senior Notes due 2031 guaranteed by First Industrial Realty Trust, Inc. First Industrial, L.P., which we refer to as the Operating Partnership, is offering $450,000,000 aggregate principal amount of its 5.250% Senior Notes due 2031, or thenotes. Interest on the notes will be paid semi-annually in arrears on January15 and July15 of each year, beginning on January15, 2026. The notes will mature onJanuary15, 2031 . The Operating Partnership may redeem the notes at its option and sole discretion, at any time in whole or from time to time in part, for cash at theapplicable redemption price described in this prospectus supplement in the section entitled “Description of Notes—The Operating Partnership’s redemption rights.” The notes will be our direct, senior unsecured and unsubordinated obligations and will rank equally in right of payment with all of our other senior unsecured andunsubordinated indebtedness from time to time outstanding. The notes will be effectively subordinated in right of payment to our existing and future securedindebtedness (as to which the repayment obligation may be limited to the value of the collateral securing such indebtedness). In addition, the notes will be effectivelysubordinated in right of payment to all existing and future liabilities and other indebtedness, whether secured or unsecured, of the Operating Partnership’s subsidiaries. The notes will be fully and unconditionally guaranteed by First Industrial Realty Trust, Inc., the sole general partner of the Operating Partnership. First Industrial RealtyTrust, Inc. does not have any material assets other than its investment in the Operating Partnership. Investing in the notes involves risks. See “Risk Factors” beginning on pageS-9of this prospectus supplement and the risks setforth under the caption “Item 1A. Risk Factors” included in our most recent Annual Report on Form10-Kfiled with theSecurities and Exchange Commission, which is incorporated by reference herein, for certain risks relevant to an investment in thenotes. PernoteTotalPublic offering price(1)99.265%$446,692,500Underwriting discount(2)0.650%$2,925,000Proceeds, before expenses, to First Industrial, L.P.98.615%$443,767,500 (1)Plus accrued interest from May 14, 2025 if settlement occurs after that date.(2)See “Underwriting”. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if thisprospectus supplement and the accompanying prospectus are truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants,including Clearstream Banking,société anonyme, and Euroclear Bank S.A./N.V., as operator of the Euroclear System, against payment on or about May 14, 2025. Table of Contents TABLE OF CONTENTS Prospectus SupplementABOUT THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF NOTESUNDERWRITINGLEGAL MATTERSEXPERTS WHERE YOU CAN FIND MORE INFORMATION LEGAL MATTERS You should rely only on the information contained in or incorporated by reference into this prospectus supplement, the accompanyingprospectus or any applicable free writing prospectus in making a decision about whether to invest in the notes. We have not, and theunderwriters have not, authorized any other person to provide you with different or additional information. If anyone provides you withdifferent or additional information, you should not rely on it. This prospectus supplement and the accompanying prospectus do not constitutean offer to sell, or a solicitation of an offer to purchase, any securities in any jurisdiction where it is unlawful to make such offer or solicitation.You should assume that the information appearing in this prospectus supplement, the accompanying prospectus, any applicable free writingprospectus and the documents incorporated by reference herein or therein is accurate only as of their respective dates or on the date or dateswhich are specified in these documents. Our business, financial condition, liquidity, results of operations and prospects may have changed sincethose dates. Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS This document is in two parts. The first is this prospectus supplement, which describes the specific terms of this offering. The second part, theaccompanying prospectus, gives more general information, some of which may not apply to this offering. This prospectus supplement also adds to,updates and changes information contained in the accompanying prospectus. If the description of the offering varies between this prospectus supplementand the accompanying prospectus, you should rely on the information in this prospectus