第一工业地产信托美股招股说明书(2025-05-13版)

redemption rights.”Operating Partnership. subsidiaries. (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 ofthese securities or determined if this prospectus 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 forthe accounts of its participants, including Clearstream Banking,société anonyme, and Euroclear Bank S.A./N.V., as operator ofthe Euroclear System, against payment on or about May 14, 2025.Joint Book-Running ManagersJ.P. MorganPNC Capital Markets LLCWells Fargo SecuritiesUS BancorpBofA SecuritiesRegions Securities LLCCo-ManagerRamirez & Co., Inc.The date of this prospectus supplement is May 12, 2025.Table of ContentsTABLE OF CONTENTSProspectus SupplementABOUT THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDS RBC Capital MarketsFifth Third SecuritiesCitigroupPageS-1S-2S-4S-5S-9S-16 DESCRIPTION OF NOTES17UNDERWRITINGS-37LEGAL MATTERSS-43EXPERTSS-43PageProspectusABOUT THIS PROSPECTUS1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS2THE COMPANY AND THE OPERATING PARTNERSHIP4RISK FACTORS5USE OF PROCEEDS6DESCRIPTION OF COMMON STOCK7DESCRIPTION OF PREFERRED STOCK9DESCRIPTION OF DEPOSITARY SHARES15DESCRIPTION OF DEBT SECURITIES AND RELATED GUARANTEES19CERTAIN PROVISIONS OF MARYLAND LAW AND THE COMPANY’S CHARTER AND BYLAWS30RESTRICTIONS ON TRANSFER OF CAPITAL STOCK34CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS35PLAN OF DISTRIBUTION56WHERE YOU CAN FIND MORE INFORMATION59DOCUMENTS INCORPORATED BY REFERENCE59EXPERTS61LEGAL MATTERS61You should rely only on the information contained in or incorporated by reference into this prospectussupplement, the accompanying prospectus or any applicable free writing prospectus in making a decisionabout whether to invest in the notes. We have not, and the underwriters have not, authorized any otherperson to provide you with different or additional information. If anyone provides you with different oradditional information, you should not rely on it. This prospectus supplement and the accompanyingprospectus do not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in anyjurisdiction where it is unlawful to make such offer or solicitation. You should assume that the informationappearing 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 theirrespective dates or on the date or dates which are specified in these documents. Our business, financialcondition, liquidity, results of operations and prospects may have changed since those dates.Table of ContentsABOUT THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUSThis document is in two parts. The first is this prospectus supplement, which describes the specific terms of thisoffering. The second part, the accompanying prospectus, gives more general information, some of which may notapply to this offering. This prospectus supplement also adds to, updates and changes information contained in theaccompanying prospectus. If the description of the offering varies between this prospectus supplement and theaccompanying prospectus, you should rely on the information in this prospectus supplement. In addition, anystatement in a filing we make with the Securities and Exchange Commission (the “SEC”) that adds to, updates or changes information contained in an earlier filing we made with the SEC shall be deemed to modify and supersedesuch information in the earlier filing.This prospectus supplement and the accompanying prospectus are part of a registration statement that First IndustrialRealty Trust, Inc. (the “Company” or “First Industrial”) and First Industrial, L.P. (the “Operating Partnership”) filedwith the SEC, utilizing the “shelf” registration process, relating to the common stock, preferred stock, depositaryshares, debt securities and guarantees described in the accompanying prospectus. Under this shelf registrationprocess, the Company and the Operating Partnership may sell any combination of the securities described in theaccompanying prospectus from time to time and in one or more offerings.You should read both this prospectus supplement and the accompanying prospectus together with the additionalinformation described under the headings “Where You Can Find More Information” and “Documents Incorporatedby Reference” in the accompanying prospectus.As used in this prospectus supplement, “we,” “us” and “our” refer to the Company and its subsidiaries, including theOperating Partnership, unless the context