lxp-20260403

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________________________________________________________________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

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☐ Preliminary Proxy Statement

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☒ Definitive Proxy Statement

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LXP INDUSTRIAL TRUST

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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LETTER TO OUR SHAREHOLDERS FROM OUR LEAD INDEPENDENT TRUSTEE AND OUR CHAIRMAN AND CEO
			April 6, 2026

515 N. Flagler Drive, Suite 408, West Palm Beach, FL 33401

(212) 692-7200

_______________________________________________________________________________________________________________________________________________________________________________

Dear Fellow Shareholders:

On behalf of the Board of Trustees of LXP Industrial Trust, we are pleased to present our 2026 proxy statement and to report on the significant progress we made in 2025. This past year was defined by disciplined execution across our leasing, capital allocation, balance sheet, and governance priorities — producing outcomes that we believe position LXP to deliver sustainable long-term earnings growth and value for our shareholders.

LXP's strategy remains focused on Class A, modern bulk logistics industrial facilities across 12 target markets in the Sunbelt and lower Midwest. Our portfolio of 108 properties, totaling 52.7 million square feet, is 93% Class A, with an average building age of just 9.9 years and an average clear height of 33.5 feet.

2025 Highlights1

•Total Shareholder Return. Delivered a total shareholder return of 29.8%, reflecting our focused industrial strategy, leasing successes, disciplined capital recycling, and a significantly strengthened balance sheet.

•Earnings. Recorded net income of $0.46 per diluted share and generated Adjusted Company FFO of $3.15 per diluted share for the full year, underpinned by the strength of our industrial portfolio.

•Occupancy. Increased our Stabilized Portfolio leased percentage to 97.1%, up from 93.6% at year-end 2024 — a 350 basis point improvement.

•Leasing. Executed approximately 4.9 million square feet of total leasing activity, with Base and Cash Base Rent increases of approximately 30% and 28%, respectively, on extended and second-generation leases (excluding fixed-rate renewals).

•Same-Store NOI Growth. Produced full-year same-store NOI growth of 2.9%, supported by contractual rent escalations averaging 2.8% annually across our leased portfolio — a rate that continued to trend upward, with annual rental escalations for leases signed in 2025 averaging 3.2%.

•Capital Recycling. Disposed of 11 warehouse facilities for gross proceeds of $389.1 million, including the sale of two vacant development projects, totaling 2.1 million square feet, to a user buyer for $175 million at a 20% premium to cost basis, and exited five non-target markets.

•Balance Sheet. Reduced net debt to Adjusted EBITDA to 4.9x from 5.9x at year-end 2024 and S&P upgraded our credit outlook to positive during the year.

1.See Appendix A for definitions and reconciliations of Non-GAAP financial measures.

Corporate Governance

Sound corporate governance is the foundation of LXP's long-term strategy and is a responsibility our Board of Trustees takes seriously. Our Board of Trustees brings focused expertise in real estate, supply chain and logistics, information technology and cybersecurity, investor relations, and capital markets. Trustees engage actively with management outside of scheduled meetings, ensuring informed and independent oversight of strategy, risk, and operational execution.



LETTER TO OUR SHAREHOLDERS FROM OUR LEAD INDEPENDENT TRUSTEE AND OUR CHAIRMAN AND CEO
			April 6, 2026

Our governance framework reflects several core commitments:

•Independent, Engaged Board. Our Board of Trustees is 87.5% independent. We have added three new trustees since 2021, one of which chairs our Nominating and Corporate Responsibility Committee and one of which chairs our Compensation Committee. Trustee skills and experience are evaluated against our evolving strategic needs, and the Board's composition reflects that assessment.

•Pay for Performance. Executive compensation programs are structured to align pay with shareholder outcomes, with a substantial majority of compensation tied to objective financial and strategic metrics that reflect the Board's priorities for long-term value creation.

•Transparency and Shareholder Engagement. We conducted extensive shareholder outreach, reaching out to holders representing nearly 69% of our outstanding common shares, with conversations focused on business strategy, capital allocation priorities, governance and executive compensation.

•Risk Oversight. Our Board, through its Audit and Risk Committee and other standing committees, maintains active oversight of financial, operational, cyber, and corporate responsibility-related risks — with management reporting structured to support timely, informed Board responses.

Corporate Responsibility

Our corporate responsibility program is built on transparency, accountability, and long-term portfolio resilience, with oversight provided by the Nominating and Corporate Responsibility Committee of our Board of Trustees. In 2025, 35% of our industrial portfolio was green building certified, and 8.7 million square feet received ENERGY STAR® certification. We maintained Gold-level Green Lease Leader recognition from the Institute for Market Transformation and the U.S. Department of Energy, and received an 'A' ranking in the U.S. Industrial Peer group for GRESB Public Disclosure. We remain committed to achieving operational Net Zero for Scope 1 and 2 emissions by 2030 and to advancing our environmental, social, and governance priorities in a manner consistent with long-term shareholder value.

Looking Ahead

Our priorities in 2026 are focused on: deploying capital strategically in our land bank, including commencing an approximately one million square foot speculative development project in Phoenix expected to generate a stabilized cash yield of 7.0%–7.5%, executing opportunistic share repurchases, driving attractive mark-to-market outcomes on lease expirations, leasing our remaining vacancies and maintaining a strong balance sheet. Our Board of Trustees is confident that these actions, combined with the embedded earnings power of our high-quality portfolio and the demographic and investment tailwinds in our target markets, position LXP to grow earnings and create lasting value for our shareholders.

Annual Meeting and Proxy Matters

We encourage you to read the accompanying proxy statement carefully and to vote your shares on each of the matters described therein. Your vote is important to us. Whether or not you plan to attend the annual meeting, please vote at your earliest convenience. Our Board of Trustees unanimously recommends voting FOR each of the trustee nominees and the other proposals set forth in the proxy statement.

On behalf of the entire Board of Trustees, we thank you for your continued investment in and confidence in LXP Industrial Trust. We remain committed to executing our strategy with discipline, transparency, and an unwavering focus on long-term shareholder value.

Sincerely,



Jamie Handwerker Lead Independent Trustee			T. Wilson Eglin Chairman and CEO



NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS When: Tuesday, May 19, 2026 Where: Virtually via the Internet at www.meetnow.global/MR6ARA5

To the Shareholders of LXP Industrial Trust:

The 2026 Annual Meeting of Shareholders of LXP Industrial Trust, a Maryland real estate investment trust, will be held on Tuesday, May 19, 2026, at 2:00 p.m., Eastern time, virtually via the internet at www.meetnow.global/MR6ARA5 for the following purposes:

(1)to elect eight trustees to serve until the 2027 Annual Meeting of Shareholders or their earlier removal or resignation and until their respective successors, if any, are elected and qualify;

(2)to consider and vote upon an advisory, non-binding resolution to approve the compensation of the named executive officers, as disclosed in the accompanying proxy statement;

(3)to consider and vote upon the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and

(4)to transact such other business as may properly come before the 2026 Annual Meeting of Shareholders or any adjournment or postponement thereof.

Only holders of record at the close of business on March 25, 2026, are entitled to notice of and to vote at the 2026 Annual Meeting of Shareholders or any adjournment or postponement thereof.

On behalf of our Board of Trustees, we thank you for your support and participation.

By Order of the Board of Trustees,

Joseph S. Bonventre, Secretary
West Palm Beach, FL
April 6, 2026

Whether or not you expect to participate at the 2026 Annual Meeting of Shareholders, we urge you to authorize your proxy electronically via the internet or by completing and returning the proxy card if you requested paper proxy materials. Voting instructions are provided in the Important Notice Regarding the Availability of Proxy Materials for the LXP Industrial Trust Shareholder Meeting to be Held on May 19, 2026 (the “Notice”), or, if you requested printed materials, the instructions are printed on your proxy card and included in the accompanying proxy statement. Any person giving a proxy has the power to revoke it at any time prior to the meeting and shareholders who participate in the meeting may withdraw their proxies and vote in person via webcast.

PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 19, 2026

The Board of Trustees of LXP Industrial Trust, a Maryland real estate investment trust, is soliciting proxies to be voted at the 2026 Annual Meeting of Shareholders, which we refer to herein as the Annual Meeting. The Annual Meeting will be held Tuesday, May 19, 2026, at 2:00 p.m., Eastern time, virtually via the internet at www.meetnow.global/MR6ARA5. This proxy statement summarizes the information you need to know to vote by proxy or in person via webcast at the Annual Meeting or any postponements or adjournments thereof. You do not need to attend the Annual Meeting in person via webcast in order to have your shares voted at the Annual Meeting.

All references to the “Trust,” “Company,” “LXP,” “we,” “our” and “us” in this proxy statement mean LXP Industrial Trust. All references to “Shareholder” and “you” refer to a holder of shares of beneficial interest, par value $0.0001 per share, of the Company, classified as “Common Stock,” which we refer to as common shares or shares, as of the close of business on March 25, 2026, which we refer to as the Record Date.

TABLE OF CONTENTS


PROPOSAL NO. 1 ELECTION OF TRUSTEES			8
PROPOSAL NO. 2 ADVISORY RESOLUTION TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			9
PROPOSAL NO. 3 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			9
CORPORATE RESPONSIBILITY			14
MANAGEMENT AND CORPORATE GOVERNANCE			14
EXECUTIVE OFFICERS			23
COMPENSATION OF EXECUTIVE OFFICERS			25
COMPENSATION TABLES			40
PAY VERSUS PERFORMANCE DISCLOSURE			46
CEO PAY RATIO			49
TRUSTEE COMPENSATION			50
COMPENSATION COMMITTEE REPORT			50
AUDIT AND AUDIT-RELATED MATTERS			51
REPORT OF THE AUDIT AND RISK COMMITTEE			52
SHARE OWNERSHIP OF PRINCIPAL SECURITY HOLDERS, TRUSTEES, AND EXECUTIVE OFFICERS			53
OTHER MATTERS			55
QUESTIONS AND ANSWERS			55
Appendix A			61

FORWARD-LOOKING STATEMENTS

This proxy statement contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements, which are based on certain assumptions and describe future expectations, are generally identifiable by use of the words “believes,” “expects” or similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties or other factors which are, in some cases beyond our control. Such statements are subject to risks and uncertainties that could cause actual results, performance or achievements of LXP to be materially different from those expressed or implied by these forward-looking statements, including those described in the “Risk Factors” section of our Form 10-K for the year ended December 31, 2025. Except as required by law, LXP undertakes no obligation to (1) publicly release the results of any revisions to those forward-looking statements which may be made to reflect events or circumstances after the date of this presentation or to reflect the occurrence of unanticipated events or (2) update or supplement forward-looking statements that become untrue because of subsequent events. Accordingly, there is no assurance that LXP’s expectations will be realized.



LXP Proxy Statement Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information you should consider, and you should read the entire Proxy Statement carefully before voting.


2026 Annual Meeting of Shareholders

Date and Time

Tuesday, May 19, 2026

2:00 p.m. Eastern Time

Location

Virtually via the internet at www.meetnow.global/MR6ARA5

Record Date

March 25, 2026


How to Vote

VIA THE INTERNET

Logon to

www.envisionreports.com/LXP

and follow on-screen instructions

BY TELEPHONE

Call toll-free

1-800-652-VOTE (8683) and
follow the recorded instructions

AT THE MEETING

Vote at the

Annual Meeting online via
webcast


Annual Meeting Proposals


Proposal	Board Recommendation		Page Reference
Proposal No. 1: Election of Trustees		FOR each nominee	8
Proposal No. 2: Non-binding, Advisory Resolution to Approve the Compensation of Named Executive Officers		FOR	9
Proposal No. 3: Ratification of Appointment of Independent Registered Public Accounting Firm		FOR	9


General

We are utilizing the SEC rule that allows companies to furnish their proxy materials over the internet. As a result, we mailed to our shareholders a Notice Regarding the Availability of Proxy Materials for the LXP Industrial Trust Shareholder Meeting to be held on May 19, 2026, or the Notice, instead of a paper copy of the proxy materials (including the proxy card, this proxy statement and our 2025 Annual Report) on or about April 6, 2026. We also provided access to our proxy materials over the internet beginning on that date. The Notice contained instructions on how to access this Proxy Statement and the 2025 Annual Report and how to vote at the Annual Meeting, via the internet, by telephone or in person. Subsequent to receiving the Notice, all shareholders have the ability to access the proxy materials over the internet and request to receive a paper copy of the proxy materials by mail. Additionally, shareholders can access a copy of the proxy materials at www.envisionreports.com/LXP.

Our Board of Trustees is soliciting proxies to be voted at the Annual Meeting. This Proxy Statement provides information shareholders need to know to vote by proxy or in person (virtually) at the Annual Meeting. Shareholders do not need to attend the Annual Meeting in order to vote. If, at the close of business on March 25, 2026, you were a shareholder of record or held shares through a broker, bank or other nominee, you may vote your shares by proxy via the internet, by telephone or in person (virtually). For shares held through a broker, bank or other nominee, you may vote by submitting voting instructions to your broker, bank or other nominee. Please refer to information from your broker, bank or other nominee on how to submit voting instructions.



LXP Proxy Statement Summary

LXP Industrial Trust Overview1


LXP NYSE	>30 Yrs Publicly Traded	$4.7B Gross Assets	Ratings4 Baa2 Moody’s
108 Properties	52.7M Square Feet	100% Industrial Real Estate	BBB Fitch
93% Class A Properties2	87% 12 Target Markets3	47% Investment Grade Tenancy	BBB- S&P

Business Plan Focused on Delivering Value


			Pure-play industrial REIT
			93% of portfolio concentrated in new, Class A bulk distribution real estate with an average age of 9.9 years5
			Investment strategy focused on 12 markets in the Sunbelt and lower Midwest with population and job growth 2.3x and 1.6x the national average, respectively6
			$300 Billion of advanced manufacturing investment announced in LXP markets7
			Identifiable organic earnings growth drivers requiring limited incremental capital investment ○~62% of portfolio expiring through 2030, with current mark-to-market on rents estimated to be ~16%8 ○Rent escalations trending up with 2.8% average annual escalations9 ○Stabilization of 1.5M SF of first and second generation space available
			Strong balance sheet with net debt to Adjusted EBITDA of 4.9x; flexibility to selectively pursue investment opportunities in target markets, including BTS development and limited speculative development on owned land bank sites

1. As of 12/31/2025. See Appendix A for definitions and reconciliations of Non-GAAP financial measures. 2. Based on square footage utilizing CoStar. 3. Based on percentage of Gross Book. 4. Credit ratings are not recommendations to buy, sell or hold any security. LXP does not take any obligation to maintain the ratings or to advise of any changes to the rating. 5. Weightings based on square footage, excluding land parcels. 6. LXP’s 12 target markets vs. national average. 7. Aggregate announced manufacturing investment in LXP’s 12 target markets as of December 2025 per Newmark research. Includes projects in relevant MSAs or CMSAs. 8. Based on independent third-party broker data and current renewal discussions for leases expiring through 2030, second-generation vacancies and redevelopment properties. 9. Average annual rental escalation based on next step rent percentage. Excludes escalating leases after last escalation.



LXP Proxy Statement Summary

BOARD OF TRUSTEES

Board Member

Trustee
Since

Primary
Occupation

Key Skills /
Qualifications

Committees/
Independent
Trustees

T. Wilson Eglin

1994

Chairman, CEO and President

Over 35 years of experience in commercial real estate investment and corporate finance, including experience in net-lease and industrial investing, real estate operations and capital markets. Has led LXP through portfolio transitions and various cycles of growth.

Jamie Handwerker

2017

Partner, KSH Capital

Over 40 years of experience in commercial real estate, including through sell-side research, hedge funds and direct investments. Audit Committee Financial Expert.

oAudit and Risk

oCompensation

oLead Independent

Lawrence L. Gray

2015

Chairman and CEO, GrayCo, Inc.

Over 30 years of real estate investment and development and corporate finance experience.

oCompensation

oNom./Corp. Resp.

oIndependent

Arun Gupta

2022

CEO, Noble Reach Foundation

Over 25 years of experience in private equity / mergers and acquisitions and venture capital, assessing emerging technologies, including AI, and scaling high-growth companies. Cybersecurity expertise.

oAudit and Risk

oCompensation (Chair)

oIndependent

Derrick Johnson

2022

SVP, COO,

Agiliti

Extensive strategy and operations expertise, specifically supply chain and logistical operations.

oAudit and Risk

oNom./Corp. Resp.

oIndependent

Claire A. Koeneman

2015

EVP, Managing Director

of Financial Communications, Ketchum

Extensive experience as a corporate governance expert and strategic advisor to CEOs and boards of directors in transaction, corporate, financial and crisis communications, with a specific focus in real estate and REIT practice.

oAudit and Risk

oCompensation

oIndependent

Nancy Elizabeth Noe

2021

Chair of Board of Trustees, Agnes

Scott College

Over 30 years of experience as a practicing attorney focused on capital markets transactions, mergers and acquisitions, corporate governance and securities regulation.

oNom./Corp. Resp. (Chair)

oIndependent

Howard Roth

2017

Principal, HSR Advisors

Over 40 years of public accounting experience, including knowledge of tax laws applicable to real estate companies, generally accepted accounting principles and public company reporting requirements. Audit Committee Financial Expert

oAudit and Risk (Chair)

oIndependent


Tenure			Independence


Board Tenure
3 New Trustees Added since 2021	10 years Average Tenure All Nominees	7 years Average Tenure Independent Nominees



LXP Proxy Statement Summary

Governance Highlights


Corporate Governance Snapshot


Corporate Governance Best Practices
Proxy Access			Bylaws provide for proxy access with market terms
Trustee Refreshment			Retirement policy to facilitate trustee refreshment where all trustees attaining the age of 75 are required to submit a resignation on an annual basis
Shareholder Accountability			Annual trustee elections Majority vote standard for trustee elections with mandatory resignation policy Annual ‘say-on-pay’ vote Regular shareholder engagement
Shareholder Rights			One class of capital stock, which is entitled to one vote per share Shareholder right to amend bylaws and call a special meeting Ability for shareholders to act by written or electronic consent
Self- Assessment			Annual Board of Trustees and Committee and individual trustee self-assessment under the direction of the Nominating and Corporate Responsibility Committee
Alignment with Shareholder Interests			All trustees and executive officers own company stock and are subject to robust share ownership requirements and executive officers are subject to retention policy Anti-pledging and anti-hedging policies
Independent Lead Trustee			Independent Lead Trustee with robust set of responsibilities
Limits on Trustee Commitments			Trustees cannot serve on more than three other public company boards
Management Succession Planning			Annual review of management succession plan by the Nominating and Corporate Responsibility Committee and the Board



LXP Proxy Statement Summary

Compensation Tied to Performance and Strategy

Compensation Program Design


Annual Cash Incentives			Long-Term Incentives
o70% - Financial and strategic metrics o30% - Individual performance measures			o60% - Performance Shares o40% - Time-Based Shares

2025 CEO Target Compensation

Executive Compensation Program Highlights


☑ Pay levels aligned with market to attract and retain high caliber executive talent ☑ Pay mix emphasizes pay-for-performance alignment ☑ Performance metrics reflect long-term growth drivers and foster alignment with sustained shareholder returns ☑ Transparent disclosure of all compensation decisions and outcomes						☑ All Change-in-Control severance arrangements subject to double-trigger provisions ☑ Long-term incentives vest after three years, a strong retentive feature ☑ Limited perquisites ☑ Five-year average shareholder support of say-on-pay proposal is 97%

Recent Shareholder Engagement


We regularly engage with our shareholders on a variety of matters, including general business updates; our board composition, risk oversight and refreshment; corporate governance practices; corporate responsibility strategy (including sustainability and social issues); and executive compensation.			Shareholder Outreach 69% Contacted and/or offered a meeting to shareholders representing 69% of our common shares as of December 31, 2025.			Shareholder Meetings 40% Held meetings with shareholders representing 40% of our common shares as of December 31, 2025.



LXP Proxy Proposals

PROPOSAL NO. 1 ELECTION OF TRUSTEES

Our Board of Trustees currently consists of eight trustees and no vacancies. All our current trustees are nominated for re-election at the Annual Meeting.

Trustee Name

Age

Independent

Lead Trustee

Audit and Risk

Compensation

Nominating and Corporate Responsibility

T. Wilson Eglin

Lawrence L. Gray

✓

Arun Gupta

✓

Jamie Handwerker

✓

Derrick Johnson

✓

Claire A. Koeneman

✓

Nancy Elizabeth Noe

✓

Howard Roth

✓

C = Chair

Each nominee currently serves on our Board of Trustees and has consented to being named in this proxy statement and to serve if elected. If elected, all trustees will serve until our 2027 Annual Meeting of Shareholders or their earlier resignation or removal and until their respective successors, if any, are elected and qualify. Background information relating to our nominees begins on page 10 of this Proxy Statement.

A majority of the votes cast with respect to a trustee will be sufficient to elect such trustee. The enclosed proxy, if signed, dated and returned, and any proxy properly authorized via the internet or telephone, unless a broker non-vote or a contrary vote is indicated, will be voted FOR the election of the eight nominees. In the event any such nominee becomes unavailable for election, votes will be cast, pursuant to authority granted by the proxy, for such substitute nominee as may be nominated by our Board of Trustees, unless the Board of Trustees alternatively acts to reduce the size of the Board of Trustees or maintain a vacancy on the Board of Trustees in accordance with our bylaws.


THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR EACH OF THE ABOVE NOMINEES.

PROPOSAL NO. 2 ADVISORY RESOLUTION TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), require that we seek an advisory resolution from our shareholders to approve the compensation awarded to our named executive officers as disclosed in this proxy statement. Although the advisory resolution is non-binding, the Board of Trustees and the Compensation Committee will review the results of the vote and will consider our shareholders’ views and take them into account in future determinations concerning our executive compensation programs. Please refer to the section entitled “Compensation Discussion and Analysis” for details about our executive compensation programs.

A proposal in the form of the following resolution will be submitted for a non-binding, advisory vote at the Annual Meeting:

“RESOLVED, that the Shareholders approve, on a non-binding, advisory basis, the compensation of the Trust’s named executive officers set forth in the 2026 Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which disclosure includes the Compensation Discussion and Analysis, the Summary Compensation Table and accompanying compensation tables and related information).”

The advisory resolution to approve the compensation of our named executive officers requires a majority of the votes cast on the proposal at the Annual Meeting. Although the vote on this Proposal No. 2 is a nonbinding, advisory vote, the Board of Trustees will carefully consider the voting results.


THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS SHAREHOLDERS VOTE FOR PROPOSAL NO. 2.

PROPOSAL NO. 3 RATIFICATION OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

The Audit and Risk Committee has appointed Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for the fiscal year ending December 31, 2026. Although Shareholder ratification of the appointment of our independent registered public accounting firm is not required by our bylaws or otherwise, we are submitting the selection of Deloitte for ratification as a matter of good corporate governance practice. Even if the selection is ratified, the Audit and Risk Committee in its discretion may appoint an alternative independent registered public accounting firm if it deems such action appropriate. If the Audit and Risk Committee’s selection is not ratified by the Shareholders, the Audit and Risk Committee will take that fact into consideration, together with such other factors it deems relevant, in determining its next selection of an independent registered public accounting firm.

There are no affiliations between us and Deloitte’s partners, associates or employees, other than as pertaining to Deloitte’s engagement as our independent registered public accounting firm. Representatives of Deloitte are expected to be present at the Annual Meeting and will be given the opportunity to make a statement if they so desire and to respond to appropriate questions.

Ratification of the appointment of Deloitte as our independent registered public accounting firm for the fiscal year ending December 31, 2026 requires the affirmative vote of a majority of the votes cast on the proposal at the Annual Meeting.


THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS SHAREHOLDERS VOTE FOR PROPOSAL NO. 3.

Our Board of Trustees regularly refreshes its membership and our Board of Trustees members have a diverse range of relevant backgrounds. The following information relates to the nominees for election as our trustees:


T. WILSON EGLIN Age: 61 Trustee Since 1994			As LXP’s Chief Executive Officer, Mr. Eglin provides our Board of Trustees with extensive experience in commercial real estate investing, real estate operations and capital markets. Experience and Expertise: •CEO/Operations: Has led LXP as the Chief Executive Officer since January 2003 and served as the Chief Operating Officer of LXP from October 1993 to December 2010. •Capital Markets: Significant capital markets experience through strategic transactions and overseeing LXP’s equity and debt capital raising efforts throughout the last 30 years. •Strategic Planning: Has steered LXP through various cycles of growth and was the chief architect of our transition from a diversified net lease real estate investment trust (“REIT”) to an industrial-focused REIT. •Commercial Real Estate: More than three decades of experience in commercial real estate investment, including underwriting, acquisitions, large portfolio transactions, dispositions and leasing. •Investor Relations: Expertise gained through focus on investor relations and corporate financial communications throughout his career as the primary spokesperson for LXP.
Career Highlights: •Chairman of LXP Industrial Trust since April 2019 •Chief Executive Officer of LXP Industrial Trust since January 2003 •President of LXP Industrial Trust since April 1996 •Executive Vice President of LXP Industrial Trust from October 1993 to April 1996 •Chief Operating Officer of LXP Industrial Trust from October 1993 to December 2010 •Previously a Trustee and the Chair of the Finance Committee of Connecticut College

LAWRENCE L. GRAY Age: 61 Trustee Since 2015 Committee Experience: Compensation Nominating & Corporate Responsibility			Mr. Gray provides our Board of Trustees with extensive real estate investment and development, capital markets and corporate finance experience. Experience and Expertise: •CEO/Operations: Leadership and operational experience gained through his long tenure as Chief Executive Officer of a private real estate company for over 15 years. •Capital Markets: Deep capital markets background through investment banking experience as a Managing Director of Wachovia Corporation where he led capital markets transactions for REITs and other real estate companies. At Wachovia, he had direct responsibility for the Real Estate Investment Banking, Corporate Banking, Private Equity, Homebuilder Finance and Structured Finance groups. •Strategic Planning: Significant expertise developed through his investment banking roles serving as an advisor to boards of directors on equity, debt and mergers/acquisition transactions. In addition, as Chairman of a private real estate company, Mr. Gray has strategic planning experience through various market cycles. •Commercial Real Estate: More than three decades of experience in commercial real estate investment as an investment banker and CEO of GrayCo, Inc.
Career Highlights: •Chairman and Chief Executive Officer of GrayCo, Inc., a private real estate company that owns and manages apartment communities, master planned community investments and timberlands located throughout the Southeast region of the U.S.; serving as Chief Executive Officer since 2010 and Chairman since 2016 •Managing Director of Wachovia Corporation from 1997 to 2009 •Real estate investment banking groups at J.P. Morgan and Morgan Stanley prior to 1997


ARUN GUPTA Age: 57 Trustee since 2022 Committee Experience: Audit & Risk Compensation, Chair			Mr. Gupta provides our Board of Trustees with extensive mergers and acquisitions/private equity, venture capital, cybersecurity expertise and emerging technologies, including artificial intelligence. Experience and Expertise: •Cybersecurity: Recognized cybersecurity expert as a member of the Tech & Cybersecurity Advisory Committee for U.S. Senator Mark Warner and a long-term investor in technology-focused companies. •Other Public Company Director: Seasoned public company director of various technology-focused companies. •Capital Markets: Significant capital markets experience through venture funding of private companies that have gone public. •Strategic Planning: Deep strategic planning expertise overseeing portfolio companies and through his tenure as an undergraduate and graduate-level business school professor.
Career Highlights: •CEO and Board Member of Noble Reach Foundation since September 2022 •Adjunct Entrepreneurship Professor and Senior Advisor to Provost at Georgetown University and Member of Georgetown Entrepreneurship Advisory Board since January 2018 •Lecturer, Stanford University and Member of Stanford in Washington Advisory Board and Freeman-Spogli Institute of International Studies Advisory Council since April 2019 •Venture Partner of Columbia Capital, a venture capital firm focused on Enterprise IT, Mobility and Digital Infrastructure, since 2000 •Tech & Cybersecurity Advisory Committee Member for U.S. Senator Mark Warner •Current member of the board of directors of Daz 3D and LMI (formerly Logistics Management Institute) •Carlyle Venture Partners from 1998 to 2000 (focused on software investments) •Arthur D. Little from 1995 to 1998 (telecom and technology consulting) •Previously a board director of C5 Acquisition Corp. (NYSE:CXAC), Millennial Media (NYSE:MM), Altamira, Endgame, 1901 Group, Verato and Webs

JAMIE HANDWERKER Age: 65 Trustee since 2017 Lead Trustee since 2023 Committee Experience: Audit and Risk Compensation			Ms. Handwerker has extensive experience analyzing and investing in real estate and real estate investment trusts and engaging with buy-side investors as a sell-side analyst, providing our Board of Trustees with related insight. Experience and Expertise: •Corporate Finance and Financial Analysis: Significant experience analyzing and investing in real estate and real estate related companies, including REITs, as a sell-side analyst and hedge fund manager. •Other Public Company Director: Current member of the Board of Directors of Franklin BSP Realty Trust, Inc., a publicly traded REIT, serving on the audit committee and the nominating and corporate governance committee and as chairperson of the compensation committee. •Strategic Planning: Strong strategic planning background gained through her oversight of portfolio companies as a partner at KSH Capital, a private equity firm. •Commercial Real Estate: Spent over 40 years focused on commercial real estate and investing directly in real estate and indirectly in real estate companies, including REITs.
Career Highlights: •Partner of KSH Capital, providing real estate entrepreneurs with capital and expertise to seed or grow their platform, since May 2016 •Independent director and compensation committee chair of the Board of Directors of Franklin BSP Realty Trust, Inc. •Member of the University of Pennsylvania School of Arts & Sciences Board of Overseers and Founder and Chairperson of Penn Arts & Sciences Professional Women’s Alliance •Previously: –Senior roles at Cramer Rosenthal McGlynn LLC (managing CRM Windridge Partners hedge funds) –Managing Director and Portfolio Manager with ING Furman Selz Asset Management, a wholly-owned subsidiary of the Dutch financial conglomerate, ING Group –Managing Director and Senior Equity Research Analyst (Sell-Side) at ING Barings and its predecessor, Furman Selz, LLC, focused exclusively on real estate companies, including the REIT industry



DERRICK JOHNSON Age: 56 Trustee since 2022 Committee Experience: Audit and Risk Nominating and Corporate Responsibility			Mr. Johnson has extensive experience in strategy, marketing, business development, finance and operations, specifically logistical operations, within organizations ranging from startups to Fortune 50 companies, providing our Board of Trustees with related insight. Experience and Expertise: •Logistics: Deep logistics background having spent most of his career in the logistic sector, including over 20 years at United Parcel Service (UPS). •Operations: Significant operations experience through operational roles at UPS and Agiliti, a medical equipment management and services company. •Strategic Planning: Transformational leader with strategic experience at organizations ranging from early-stage startups to Fortune 50 corporations. •Corporate Finance and Financial Analysis: Expertise formed through banking and management consulting roles and solidified through senior roles at other publicly-traded companies.
Career Highlights: •Senior Vice President of Operations (since March 2021) and Chief Operating Officer (since May 2023) at Agiliti, a medical equipment management and services company, which was a publicly-traded company until May 2024 •Former President of Southeast at United Parcel Service (UPS), holding a variety of strategic and operational roles for over 20 years •Member of the Georgia Commission on Freight and Logistics •Previously, Mr. Johnson was an Associate of Fixed Income Sales at Citigroup and an Associate at Oliver Wyman (formerly Mercer Management Consulting)

CLAIRE A. KOENEMAN Age: 56 Trustee since 2015 Committee Experience: Compensation Nominating and Corporate Responsibility			Ms. Koeneman has spent many years as a corporate governance expert and strategic advisor to CEOs and boards of directors on all types of communications. She provides our Board of Trustees with extensive public and investor relations knowledge. Experience and Expertise: •Investor Relations: Strong expertise in investor relations having spent her entire career in the public/investor relations and communications sector, specifically transactions, corporate, financial and crisis communications. •Risk Management: Significant risk management expertise as an advisor to Fortune 50 companies on crisis communications. •Strategic Planning: Established the leading REIT and real estate practice in the U.S. as President of the Financial Relations Board, an investor relations firm, gaining significant strategic planning experience. •Corporate Responsibility: Recognized corporate responsibility expert.
Career Highlights: •EVP, Managing Director, Financial Communications at Ketchum, a global public relations and communications firm •Senior positions at global public relations agencies, including GOLIN and Hill+Knowlton, as well as at Bully Pulpit Interactive, a boutique digital-first communications firm •Previously president of Financial Relations Board (FRB), an investor relations firm where she established the leading REIT & real estate practice in the U.S.



NANCY ELIZABETH NOE Age: 61 Trustee since 2021 Committee Experience: Nominating and Corporate Responsibility, Chair			Ms. Noe brings expertise in securities regulation, capital markets transactions and the governance of public companies to our Board of Trustees. Expertise and Experience: •Legal: Over 30 years of experience as a practicing attorney focused on capital markets transactions, mergers/acquisitions, corporate governance and securities regulation. •Corporate Responsibility: Deep expertise gained through advising companies on corporate governance best practices. •Capital Markets: Significant experience with all aspects of structuring, negotiating and documenting various capital markets transactions. •Strategic Planning: Spent many years as an advisor to public and private company boards of directors.
Career Highlights: •Chair of the Board of Trustees of Agnes Scott College •Former Partner of Paul Hastings LLP, a global law firm, from February 2001 until February 2021 and Chair of the Corporate Department from February 2010 until February 2020

HOWARD ROTH Age: 69 Trustee since 2017 Committee Experience: Audit and Risk, Chair			Mr. Roth provides our Board of Trustees with extensive public accounting experience, including knowledge of tax laws applicable to real estate companies, generally accepted accounting principles and public company reporting requirements. Experience and Expertise: •Audit and REIT Tax: Audit and REIT tax expertise gained through 40 years as a certified public accountant at “Big Four” accounting firms and predecessor firms. •Strategic Planning: Strong experience gained as advisory board member to companies in various industries. •Commercial Real Estate: Entire career spent focused on real estate companies, including leading the global real estate, hospitality and construction group at Ernst & Young LLP. •Risk Management: Deep risk management expertise as a partner in a “big four” accounting firm. As a practice group head, he implemented services for the assurance, tax and regulatory environments and digital solutions focused on cybersecurity and data analytics.
Career Highlights: •Principal of HSR Advisors, a consulting firm that provides strategic and financial advice •Venture Partner of Blu Venture Investors, a venture capital fund focused on early stage cybersecurity, health/tech, and B2B SaaS

Board Skills

The nominees for our Board of Trustees have a diverse skill set:

The absence of a check mark for a particular skill does not mean that the trustee does not possess that qualification, skill, or experience. We look to each trustee to be knowledgeable in these areas; however, the check mark indicates that the item is a particularly prominent qualification, skill, or experience that the trustee brings to our Board of Trustees.

Our Board of Trustees believes that finance/analysis, commercial real estate and strategic planning are core skills for its members. Our Board of Trustees seeks candidates with a variety of skills and in recent years have added additional corporate governance, logistics and cybersecurity expertise.

CORPORATE RESPONSIBILITY

We believe that our commitment to corporate responsibility ("CR") matters will create long-term value for our shareholders while addressing the evolving needs of our other stakeholders. The Nominating and Corporate Responsibility Committee of our Board of Trustees oversees our CR strategy and initiatives. Our website has a dedicated Corporate Responsibility section, www.LXP.com/corporate-responsibility, which contains additional information on our CR initiatives and a copy of our most recent Corporate Responsibility Report. The contents of our website and our most recent Corporate Responsibility Report are not incorporated into this Proxy Statement.

MANAGEMENT AND CORPORATE GOVERNANCE

Our Board of Trustees

Our Board of Trustees held six meetings during the fiscal year ended December 31, 2025. Each individual that was a trustee at the time of such meetings attended at least 75% of the aggregate of the total number of meetings of our Board of Trustees and all committees of the Board of Trustees on which he or she served during the year.

All our then trustees attended the 2025 Annual Meeting of Shareholders, which was held on May 27, 2025.

Outside Commitments:

•Service on the Board of Trustees requires significant time and attention, and our trustees are expected to spend the time needed and meet as often as necessary to discharge their responsibilities. Our Nominating and Corporate Responsibility Committee considers competing outside commitments in making its trustee nomination recommendations.

•Our Corporate Governance Guidelines provide that when a trustee’s principal occupation or business association changes substantially from the position he or she held when originally invited to join the Board of Trustees, the trustee shall tender a letter of resignation to the Nominating and Corporate Responsibility Committee and the Nominating and Corporate Responsibility Committee shall consider whether the change will impair the trustees' effectiveness and then recommend to the Board of Trustees whether to accept the proposed resignation.

•Our Corporate Governance Guidelines also provide that (i) trustees should advise the chairperson of the Nominating and Corporate Responsibility Committee and the CEO before accepting membership on other boards of directors/trustees or any audit committee or other significant committee assignment on any other board of directors/trustees, or establishing other significant relationships with businesses, institutions, governmental units or regulatory entities, particularly those that may result in significant time commitments or a change in the trustee’s relationship to the Trust, and (ii) trustees should not serve on more than three other boards of public companies, and (iii) no member of the Audit and Risk Committee should serve on more than three public company audit committees (including the Trust’s Audit and Risk Committee).

•No trustee serves on the board of three or more other public companies.

Independence:

•Our Corporate Governance Guidelines and the rules and regulations of the New York Stock Exchange (the “NYSE”) each require that a majority of our Board of Trustees are “independent” as that term is defined in the rules and regulations of the NYSE.

•The Nominating and Corporate Responsibility Committee, on behalf of our Board of Trustees, performed its annual independence review and determined that, except for Mr. Eglin, our trustees are independent. Mr. Eglin is not independent because of his role as an executive officer of the Company.

Committees of our Board of Trustees

Our Board of Trustees has three standing committees: Audit and Risk Committee, Compensation Committee and Nominating and Corporate Responsibility Committee. Each of our committees consists solely of trustees meeting the independence requirements of applicable NYSE rules and our independence standards and are “non-employee directors” within the meaning of Rule 16b-3 of the Exchange Act, and our Audit and Risk Committee consists solely of trustees meeting the independence requirements of Rule 10A-3 under the Exchange Act.

Each committee operates under a written charter, all of which were reviewed by the Nominating and Corporate Responsibility Committee, the respective members of the applicable committee and the Board of Trustees during 2025. The charters of each of our standing committees are available on our web site at www.LXP.com. The contents of our website are not incorporated into this Proxy Statement.

Each committee operates with transparency and every trustee is invited to attend quarterly in-person meetings of each committee and the quarterly Audit and Risk Committee meetings to review our financial statements, regardless of committee membership.


Audit and Risk Committee Members: Howard Roth (Chair) Arun Gupta Jamie Handwerker Derrick Johnson Independence: All Meetings in 2025: 8			Summary of Responsibilities: •Overseeing: ○the integrity of our financial statements; ○the qualifications, independence and performance of our independent registered public accounting firm; ○the performance of the personnel responsible for the Trust’s internal audit function; ○our policies and practices with respect to publicly disclosed non-GAAP measures; ○the assurance of our CR information; ○risk management, including cybersecurity and technology risks, such as information security, privacy and data security and use of artificial intelligence; and ○compliance with legal and regulatory requirements. •Appointing, setting compensation for, retaining and overseeing the work of the independent registered public accounting firm. •Pre-approving all auditing services and, to the extent permitted under applicable law, non-audit services to be provided to the Company by the independent registered public accounting firm engaged by the Company. •Preparing and approving an Audit and Risk Committee report.
Our Board of Trustees has determined that each of Mr. Roth and Ms. Handwerker qualifies as an “Audit Committee Financial Expert” in accordance with Item 407(d)(5) of Regulation S-K and that all members of the Audit and Risk Committee are financially literate under NYSE rules. The Audit and Risk Committee previously adopted an Internal Audit Charter, which formalizes the internal audit function of the Company. For the year ended December 31, 2025, the Audit and Risk Committee retained a national accounting firm to provide internal audit assistance.


Compensation Committee Members: Arun Gupta (Chair) Lawrence L. Gray Claire A. Koeneman Jamie Handwerker Independence: All Meetings in 2025: 5			Summary of Responsibilities: •Reviewing and approving of: ○corporate goals and objectives relevant to executive officer compensation; ○evaluating executive officer performance; and ○determining and approving executive officer compensation. •Recommending the compensation of non-employee members of the Board of Trustees for approval by the Board of Trustees. •Reviewing and approving incentive-compensation and equity-based plans. •Overseeing the drafting and reviewing of the Compensation Disclosure & Analysis and related disclosures. •Preparing and approving an annual report of the Compensation Committee.
Nominating and Corporate Responsibility Committee Members: Nancy Elizabeth Noe (Chair) Lawrence L. Gray Derrick Johnson Claire A. Koeneman Independence: All Meetings in 2025: 4			Summary of Responsibilities: •Identifying individuals qualified to become trustees. •Assisting the Board of Trustees in fulfilling its oversight responsibilities with regard to a broad range of corporate governance matters and our CR strategy. •Leading the annual independence review and self-evaluation of the Board of Trustees and its committees and making recommendations for service on committees. •Overseeing succession planning for the Board of Trustees and our executive management. •Monitoring the refreshment of the membership of the Board of Trustees.

In an effort led by the Nominating and Corporate Responsibility Committee, each committee annually reviews its charter and makes recommended revisions.

Each committee has the authority to consult with its own legal or other advisors, all in accordance with the authority granted to such committee under its charter. Each committee may form and delegate authority to subcommittees when and as such committee deems necessary and appropriate.

Board Leadership Structure and Strategy and Risk Oversight

Our board leadership structure currently consists of an independent Lead Trustee and an executive Chairman. Our Board of Trustees currently believes that it is appropriate to combine the positions of Chairman and Chief Executive Officer at this time due to Mr. Eglin’s critical role in creating and implementing our current strategy. Mr. Eglin has guided us through various market cycles and our transformation from a diversified net-lease REIT into an industrial REIT, and our Board of Trustees believes that he is the appropriate person to continue to serve as our Chairman.

Our Board of Trustees believes that a Lead Trustee, who is independent, is necessary and appropriate to provide additional, independent leadership to the Board. Our Corporate Governance Guidelines provide that the Lead Trustee shall have the authority and specific responsibilities set forth under “Corporate Responsibility—Governance—Independent Lead Trustee,” above.

Ms. Handwerker has been our independent Lead Trustee since May 23, 2023. Ms. Handwerker has experience as a sell-side analyst, a hedge fund manager and a direct real estate investor and she is also an independent board member and audit committee chair of another publicly traded real estate investment trust, which our Board of Trustees, including the members of the Nominating and Corporate Responsibility Committee, believed made her a candidate suitable for our Lead Trustee.

Strategy and risk are an integral part of our Board of Trustees and Committee deliberations throughout the year. Management regularly updates, and reports to our Board of Trustees with respect to, our business plan. Management also performs a quarterly fraud risk assessment, which is reported to our Board of Trustees. The quarterly fraud risk assessment assesses the critical risks we face (e.g., strategic, operational, financial, legal/regulatory, and reputational), their relative magnitude and management’s actions to mitigate these risks. In addition, the Audit and Risk Committee assists our Board of Trustees with the oversight of our risk management program, including its oversight of our internal audit function, enterprise risk management and cybersecurity and technology risks.

Cybersecurity

The Audit and Risk Committee of our Board of Trustees assists our Board of Trustees with oversight of our information technology and cybersecurity strategy and initiatives. The Audit and Risk Committee also oversees our management in connection with regularly assessing our key risks and engaging in enterprise-wide risk management as they relate to cybersecurity and our technology and information systems, including with respect to strategies, objectives, capabilities, initiatives, policies and investments. Our Board of Trustees has determined that one of the members of our Audit and Risk Committee is an information technology/cybersecurity expert and has significant experience in, among other areas, emerging technologies and coordinating national security and technology policy.

Due to our size and the size of our employee base, we use third-party vendors to assist us with our network and information technology requirements. Since 2019, a national accounting and advisory firm has acted as our outsourced chief technology officer/chief information security officer ("CTO/CISO").

On at least a quarterly basis, we and the CTO/CISO report to our Board of Trustees or the Audit and Risk Committee on information technology matters. In addition, our management participates in annual tabletop exercises and simulations as part of our business continuity, incident response and disaster recovery planning.

Our Board of Trustees recognizes that the responsible adoption of artificial intelligence presents both strategic opportunity and operational risk. In 2025, LXP adopted a formal Artificial Intelligence Policy governing the use of AI tools across the organization, which was updated in 2026. The policy establishes an AI Governance Committee, chaired by the General Counsel, which is responsible for evaluating and approving AI use cases, managing associated risks, and ensuring compliance with LXP's security and data protection standards. The AI Governance Committee reports to the Audit and Risk Committee on a quarterly basis on the status of approved use cases, any incidents or policy violations, and the results of vendor security assessments.

The Audit and Risk Committee oversees LXP's AI-related risks as part of its broader technology and cybersecurity oversight responsibilities. Arun Gupta has been designated by our Board of Trustees as having expertise in cybersecurity, information technology and emerging technologies, including artificial intelligence.

Please see our Annual Report on Form 10-K for the year ended December 31, 2025, for more information on our processes and procedures for addressing and managing cybersecurity risks.

Shareholder Nominations

Our Board of Trustees believes that the Nominating and Corporate Responsibility Committee is qualified and in the best position to identify, review, evaluate and select qualified candidates for membership on our Board of Trustees based on the criteria described in the next paragraph. The Nominating and Corporate Responsibility Committee intends to consider nominees recommended by shareholders, but only if the submission of a recommendation includes a current resume and curriculum vitae of the candidate, a statement describing the candidate’s qualifications, contact information for personal and professional references, the name and address of the

shareholder who is submitting the candidate for nomination, the number of shares which are owned of record or beneficially by the submitting shareholder and a description of all arrangements or understandings between the submitting shareholder and the candidate for nomination. Submissions should be made to: LXP Industrial Trust, 515 N. Flagler Drive, Suite 408, West Palm Beach, FL 33401, Attention: Secretary. The Nominating and Corporate Responsibility Committee’s consideration process includes completion of a standard questionnaire, a background check and interviews with the Nominating and Corporate Responsibility Committee and other members of the Board of Trustees. The Nominating and Corporate Responsibility Committee has no obligation to recommend such candidates for nomination.

In recommending candidates for membership on our Board of Trustees, the Nominating and Corporate Responsibility Committee’s assessment includes consideration of issues of individual trustee judgment, expertise, and experience. The Nominating and Corporate Responsibility Committee also considers whether the Board of Trustees as a group provides for a diverse range of viewpoints, professional experience, education, skill, and other individual qualities and attributes that contribute to board heterogeneity. The Nominating and Corporate Responsibility Committee also considers other relevant factors as it deems appropriate. Generally, qualified candidates for board membership should (i) demonstrate personal integrity and moral character, (ii) be willing to apply sound and independent business judgment for the long-term interests of shareholders, (iii) possess relevant business or professional experience, technical expertise, or specialized skills, (iv) possess personality traits and backgrounds that fit with those of the other trustees to produce a collegial and cooperative environment, (v) be responsive to our needs, and (vi) have the ability to commit sufficient time to effectively carry out the duties of a trustee.

Our Board of Trustees believes its effectiveness is enhanced by being comprised of individuals with diverse skills, experience and backgrounds that are relevant to the role of our Board of Trustees and the needs of our business. The objective of our Board of Trustees is to foster a diverse and inclusive culture which solicits multiple perspectives and views. Accordingly, the Nominating and Corporate Responsibility Committee regularly reviews the changing needs of our business and the skills, experience and backgrounds of its members, with the intention that our Board of Trustees will be periodically “renewed” as certain Trustees rotate off and new Trustees are recruited. Our Board of Trustees’ commitment to “renewal” will be tempered by the need to balance change with continuity, experience and a collaborative approach with each other and our Chief Executive Officer.

After completing this evaluation and review, the Nominating and Corporate Responsibility Committee makes a recommendation to our Board of Trustees as to the persons who should be nominated by our Board of Trustees, and our Board of Trustees determines the nominees after considering the recommendation and report of the Nominating and Corporate Responsibility Committee.

To the extent there is a vacancy on our Board of Trustees, the Nominating and Corporate Responsibility Committee will either identify individuals qualified to become trustees through relationships with our trustees or executive officers or by engaging a third party. Our Board of Trustees currently consists of eight individuals. However, the size of our Board of Trustees may increase in the future by a limited number to further diversify and refresh the membership of our Board of Trustees.

In addition, our bylaws provide that any shareholder that complies with the “advance notice” or “proxy access” provisions in our bylaws may also nominate individuals for election to our Board of Trustees. See “Q&A—How do I nominate a trustee or submit a proposal for the 2027 Annual Meeting of Shareholders?”

Shareholder Communications

Parties wishing to communicate directly with our Board of Trustees, an individual trustee, the Lead Trustee or the non-management members of our Board of Trustees as a group should address their inquiries to our General Counsel by mail sent to our principal office located at 515 N. Flagler Drive, Suite 408, West Palm Beach, FL 33401. The mailing envelope should contain a clear notification indicating that the enclosed letter is an “Interested Party/Shareholder-Board Communication,” “Interested Party/Shareholder-Trustee Communication,” “Interested Party/Shareholder-Lead Trustee Communication” or “Interested Party/ Shareholder-Non-Management Trustee Communication,” as the case may be.

Complaint Procedures for Accounting and Auditing Matters

We have established “whistleblower” procedures set forth in our Code of Business Conduct and Ethics for (1) the receipt, retention and treatment of complaints and allegations regarding accounting, internal accounting controls or auditing matters (“Accounting Matters”) and (2) the confidential, anonymous submission by Covered Persons (as defined therein) of concerns regarding Accounting Matters. Under these procedures, anyone with concerns regarding accounting matters or otherwise, may, as applicable, report their concerns to our compliance hotline by telephone at 844-502-7786 or on the web at http://LXP.ethicspoint.com. Complaints are reviewed by the Chairman of the Audit and Risk Committee and our General Counsel, as appropriate, and reported to our Board of Trustees on an as needed basis, but not less than quarterly. In the event of a complaint, our internal and external auditors are informed and we work with our outside legal counsel to investigate the complaint.

Periodic Reports, Code of Ethics, Committee Charters and Corporate Governance Guidelines

Our internet address is www.LXP.com. We make available free of charge through our web site our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, other filings with the SEC, and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after we electronically file such materials with the SEC. We also have made available on our web site copies of our current Audit and Risk Committee Charter, Compensation Committee Charter, Nominating and Corporate Responsibility Committee Charter, Code of Business Conduct and Ethics, and Corporate Governance Guidelines. In the event of any changes to these charters or the code or the guidelines, updated copies will also be made available on our web site. The contents of our website are not incorporated into this Proxy Statement.

You may request a copy of any of the documents referred to above, without charge to you, by contacting us at the following address, email or telephone number:

LXP Industrial Trust

515 N. Flagler Drive, Suite 408

West Palm Beach, FL 33401

Attention: Investor Relations

Email: IR@LXP.com

Telephone: (212) 692-7200

Policy on Inside Information and Insider Trading

The Board of Trustees has adopted the Insider Trading Policy that governs the purchase, sale, and/or other disposition of our securities by trustees, officers, and employees. The policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and NYSE listing standards. A copy of the policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2025. Transactions by the Company in its own securities are monitored by internal and external legal counsel for compliance with applicable securities laws.

Share Ownership Guidelines

The Board of Trustees believes that it is important for each executive officer and trustee to have a financial stake in the Trust to help align the interests of the executive officer and trustees with those of our shareholders. To meet this objective, our Corporate Governance Guidelines provide that executive officers and trustees must beneficially own minimum amounts of our common shares by the conclusion of the three-year period beginning on the date of appointment for executive officers and the five-year period beginning on the date of appointment for trustees as follows:

(1)our Chief Executive Officer must beneficially own such number of common shares having a value equal to at least six times the amount of his or her annual base salary;

(2)each of the three next most highly compensated executive officers must beneficially own such number of common shares having a value equal to at least three times the amount of such executive officer’s annual base salary;

(3)the fifth most highly compensated executive officer must beneficially own such number of common shares having a value equal to at least two times the amount of such executive officer’s annual base salary; and

(4)our trustees must beneficially own such number of common shares having a value equal to five times the annual Trust retainer.

In addition, executive officers are required to maintain ownership of at least 50% of any common shares acquired by them (from the later of the day such executive officer became an executive officer or November 2009) through our equity award plans, including, without limitation, through option awards and vesting of restricted shares, after taxes and transaction costs, until retirement or other termination of employment.

Subject to the phase-in periods, our executive officers and trustees were in compliance with our share ownership guidelines.

Certain Relationships and Related Transactions

Policy. Under our policy regarding the review, approval and ratification of any related party transaction, the Audit and Risk Committee or the Board of Trustees (consisting of all of the non-conflicted members) reviews the relevant facts and circumstances of each related party transaction, including whether the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party and the extent of the related party’s interest in the transaction, taking into account the conflicts of interest and corporate opportunity provisions of our Code of Business Conduct and Ethics, and the Audit and Risk Committee or the Board of Trustees (consisting of all of the non-conflicted members) either approves or disapproves the related party transaction. Any related amendment to, or waiver of any provision of, our Code of Business Conduct and Ethics for executive officers or trustees must be approved by the Nominating and Corporate Responsibility Committee (consisting of the non-conflicted members) and will be promptly disclosed to our shareholders as required by applicable laws, rules or regulations including, without limitation, the requirements of the NYSE.

Any related party transaction will be consummated and continue only if the Audit and Risk Committee or the Board of Trustees (consisting of all of the non-conflicted members) has approved or ratified such transaction in accordance with the guidelines set forth in the policy. For purposes of our policy, a “Related Party” is:

(1)any person who is, or at any time since the beginning of our last fiscal year was, one of our trustees or executive officers or a nominee to become one of our trustees;

(2)any person who is known to be the beneficial owner of more than 5% of any class of our voting securities;

(3)any immediate family member of any of the foregoing persons, which means any spouse, child, stepchild, parent, stepparent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother- in-law, or sister-in-law; and

(4)any firm, corporation, or other entity in which any of the foregoing persons is employed, is a general partner, principal, or in a similar position, or in which such person has a 5% or greater beneficial ownership interest.

Indemnification Agreements. Our trustees and certain of our executive officers have entered into indemnification agreements with us. Pursuant to these agreements, we agree to indemnify the trustee or executive officer who is a party to such an agreement against any and all judgments, penalties, fines, settlements, and reasonable expenses (including attorneys’ fees) actually incurred by the trustee or executive officer or in a similar capacity for any other entity at our request. These agreements include certain limitations on our obligations in certain circumstances, particularly in situations in which such indemnification is prohibited or limited by applicable law.

Hedging Policy

We have adopted a policy that prohibits our trustees, officers and employees, as well as certain of their immediate family members, from buying or selling Company securities while in possession of material, non-public information. In addition, we have adopted a policy prohibiting trustees, officers, and employees from pledging our securities and from establishing short positions and hedging transactions, including through prepaid variable forwards, equity swaps, collars and exchange funds.

Charitable Contributions

We maintain a charitable giving policy to help us make charitable contributions with an emphasis in the areas of food insecurity, children and education. We seek input from our employees before making charitable contributions. The charities we support are located in the cities where we maintain corporate offices. We also match employee charitable donations up to $500 per employee per year.

During 2025, we did not make any charitable contribution to any tax-exempt organization in which any independent trustee serves as an executive officer.

Compensation Committee Interlocks and Insider Participation

During 2025, none of the members of the Compensation Committee were or had been one of our executive officers. Further, none of our executive officers have ever served as a member of the compensation committee or as a director of another entity whose executive officers served on our Compensation Committee or as a member of our Board of Trustees.

Employee Stock Purchase Plan

We maintain an Employee Stock Purchase Plan, which provides an opportunity for employees to elect to purchase common shares at 95% of the fair market value on the date of purchase. Employees participate through payroll deductions.

EXECUTIVE OFFICERS

The following table sets forth certain information as of the date of this Proxy Statement concerning our executive officers:


T. Wilson Eglin Chairman, Chief Executive Officer & President	61	Mr. Eglin’s business experience is set forth in this Proxy Statement under “Trustee Nominees” above.
Nathan Brunner Executive Vice President, Chief Financial Officer & Treasurer	43	Mr. Brunner is an Executive Vice President and serves as Chief Financial Officer and Treasurer. Prior to joining us in September 2024 as Executive Vice President of Capital Markets, he was a Managing Director in J.P. Morgan’s Real Estate Investment Banking group where he spent 15 years focused on M&A, strategy and capital markets for REITs and other real estate companies. Mr. Brunner started his career at Macquarie Group, working with the Macquarie Infrastructure Funds and Investment Banking divisions from 2005 to 2010. Mr. Brunner received a Bachelor of Laws and a Bachelor of Commerce from the University of Queensland in Brisbane, Australia and a Graduate Diploma of Chartered Accounting from the Institute of Chartered Accountants in Australia.
Joseph S. Bonventre Executive Vice President, Chief Operating Officer, General Counsel & Secretary	50	Mr. Bonventre is an Executive Vice President and serves as Chief Operating Officer, General Counsel and Secretary. Prior to joining us in September 2004, he was an associate in the corporate department of the law firm now known as Paul Hastings LLP. He received his B.A. from New York University and his J.D. from Benjamin N. Cardozo School of Law/Yeshiva University. Mr. Bonventre is admitted to practice law in the State of New York.
Brendan Mullinix Executive Vice President & Chief Investment Officer	51	Mr. Mullinix is an Executive Vice President and serves as Chief Investment Officer. He joined us in 1996 and previously served as a Senior Vice President and a Vice President. Mr. Mullinix graduated from Columbia College, Columbia University.


James Dudley Executive Vice President & Director of Asset Management	45	Mr. Dudley is an Executive Vice President and Director of Asset Management. He has been with us since 2006 and has held various roles within the Asset Management Department. Prior to joining the firm, Mr. Dudley was employed by ORIX Capital Markets. Mr. Dudley has a B.A. from Angelo State University and an M.S. from The University of Texas at Arlington.
Nabil Andrawis Executive Vice President & Director of Taxation	55	Mr. Andrawis is an Executive Vice President and serves as Director of Taxation. Prior to joining us in 2002, he was employed by Vornado Realty Trust and Deloitte & Touche LLP. Mr. Andrawis was previously the Co-Chairman of the National Association of Real Estate Investment Trusts State and Local Tax Subcommittee. Mr. Andrawis graduated from The Bernard M. Baruch College and is a Certified Public Accountant.
Mark Cherone Executive Vice President & Chief Accounting Officer	44	Mr. Cherone is an Executive Vice President and serves as Chief Accounting Officer. Prior to joining us in March 2019, he served as Corporate Controller for Brandywine Realty Trust since 2012. Mr. Cherone graduated from The Pennsylvania State University and is a Certified Public Accountant.

COMPENSATION OF EXECUTIVE OFFICERS

Compensation Discussion and Analysis

Introduction.

2025 Company Highlights. During 2025, our management team accomplished the following as of December 31, 2025:


Investment Activity
Increased Concentration in 12 Target Markets ○Sold 11 facilities for gross proceeds of $389.1M at an average cash capitalization rate of 5.7% for leased properties ○Includes the sale of two vacant development projects totaling 2.1M SF to a user buyer for $175M ○Acquired one property for $30M at a cash capitalization rate of 6.5% ○Commenced redevelopment of two warehouse facilities totaling 603K SF
Operational Performance
Significant Increase in Occupancy ○Increased Stabilized Portfolio occupancy to 97.1% ○Completed ~3.8M SF of new second generation leases and extensions, increasing Base and Cash Base Rents ~30% and ~28%, respectively1 ○Leased ~1M SF development property with initial base rent of $5.50 PSF ○Produced same-store NOI growth of 2.9%
Balance Sheet Flexibility
Strengthened Balance Sheet and Financial Flexibility ○Reduced leverage to 4.9x net debt to Adjusted EBITDA ○Repaid $218M of debt, including $140M of 6.75% Senior Notes
Financial Performance
Delivered Solid Financial Results ○Generated Adjusted Company FFO of $3.15 per share ○Increased quarterly dividend $0.10 per common share, which represents a 3.7% increase over comparable quarter in prior year ○Delivered a total shareholder return of 29.81%

See Appendix A for definitions and reconciliations of Non-GAAP financial measures.

1. Excludes fixed-rate renewals and an additional two-year extension to 2030 at the 605,000 square foot facility in Austell, Georgia completed in the first quarter of 2025.

Named Executive Officers. Our named executive officers are:


Name			Title
T. Wilson Eglin			Chairman, Chief Executive Officer and President
Nathan Brunner			Executive Vice President, Chief Financial Officer and Treasurer
Beth Boulerice			Executive Vice President and Former Chief Financial Officer
Joseph S. Bonventre			Executive Vice President, Chief Operating Officer, General Counsel and Secretary
Brendan P. Mullinix			Executive Vice President and Chief Investment Officer
James Dudley			Executive Vice President and Director of Asset Management

Compensation Committee Responsibility and Philosophy. The Compensation Committee administers the compensation policies and programs for our named executive officers and regularly reviews and approves our compensation strategy and principles to ensure that they are aligned with our business strategy and objectives, encourage high performance, promote accountability and ensure that management’s interests are aligned with the interests of our shareholders. The Compensation Committee believes that the compensation program should further both short-term and long-term business goals and strategies while enhancing shareholder value. In keeping with this philosophy, the compensation program’s objectives are to:

•maintain a transparent compensation program that is easy for all of our shareholders to understand;

•further align the interests of our named executive officers with those of our shareholders;

•strengthen the relationship between executive pay and company performance; and

•retain key members of management.

The Compensation Committee believes that the business judgment of its members is necessary to properly evaluate and design an executive compensation program.

2025 “Say on Pay” Advisory Vote

In 2025, approximately 96% of the votes cast voted “FOR” the compensation of our named executive officers as disclosed in the related proxy statement, which has been consistent with the votes for the previous years.

Based on such approvals and the discussion held with our shareholders, the Compensation Committee has largely maintained the compensation framework approved in 2025 for the 2026 executive compensation plan with modifications for our 2026 business plan objectives.

Executive Compensation Best Practices.

The following is a summary of our executive compensation practices:


What we do:						What we don’t do:
We subject a significant portion of pay to relative and absolute performance conditions We disclose our compensation programs with transparency We assess compensation risk We use an independent compensation consultant We use competitor and size-based peer groups We require hold periods and have minimum share ownership guidelines We have a clawback policy						We do not provide tax gross-up payments We do not have excessive severance arrangements or single-trigger change in control severance payments We do not encourage unnecessary or excessive risk taking as a result of our compensation policies We do not guarantee compensation or uncapped bonus payments, except in transition situations We do not allow for repricing of stock options We do not allow hedging or pledging of our stock

Independent Compensation Consultant

During 2025, the Compensation Committee retained Ferguson Partners Consulting, L.P., a nationally known executive compensation and benefits consulting firm, which we refer to as FPC. Other than reviewing and advising the Compensation Committee with respect to executive and trustee compensation, FPC does not provide any non-executive compensation or other services for us. As a result, FPC is an independent compensation consultant. Management does not retain any executive compensation consultant.

Peer Group Benchmarking Analysis.

We are always competing for the best talent with our direct industry peers and with the broader market. Accordingly, the Compensation Committee regularly reviews the market data, pay practices and ranges of our “peer” companies and the broader market to ensure that we continue to offer a relevant and competitive executive pay program each year. Throughout this Compensation Discussion and Analysis, we refer to two distinct peer groups, as described below, which were recommended by FPC and approved by the Chair of the Compensation Committee in 2025.

•Competitor Peer Group. For 2025, this group consisted of 11 public REITs, which are either (1) our competitors for industrial property acquisitions and tenants in the single-tenant industrial space or (2) owners of a portfolio of primarily net-leased assets. The companies included in this peer group are as follows:


Broadstone Net Lease, Inc.	EastGroup Properties, Inc.	Essential Properties Realty Trust, Inc.
First Industrial Realty Trust Inc.	Getty Realty Corp.	NNN REIT, Inc.
Plymouth Industrial Realty, Inc.	Rexford Industrial Realty, Inc.	STAG Industrial, Inc.
Terreno Realty Corporation	W.P. Carey Inc.

This competitor peer group helped the Compensation Committee understand how each named executive officer’s total compensation compares with the total compensation for reasonably similar positions at our most direct REIT competitors.

•Size Peer Group. For 2025, this group consisted of 20 public REITs, which operate across multiple asset classes and are similar in size to our total capitalization. The total capitalization range for this peer group was $6.5 billion to $1.3 billion as of October 31, 2024, which is approximately when the peer group was determined and utilized by the Compensation Committee. Our total capitalization was at approximately the 44th percentile ($4.5 billion) of this peer group as of October 31, 2024. The companies included in this peer group are as follows:


Acadia Realty Trust	American Assets Trust, Inc.	Apple Hospitality REIT, Inc.
Broadstone Net Lease, Inc.	CareTrust REIT, Inc.	Empire State Realty Trust, Inc.
Four Corners Property Trust, Inc.	Hudson Pacific Properties, Inc.	Innovative Industrial Properties
JBG SMITH Properties	National Health Investors, Inc.	Paramount Group, Inc.
Pebblebrook Hotel Trust	Piedmont Office Realty Trust, Inc.	Retail Opportunity Investments Corp.
RLJ Lodging Trust	SITE Centers Corp.	Tanger, Inc.
Urban Edge Properties	Veris Residential, Inc

The size-based peer group helped the Compensation Committee compare our overall compensation practices against a broader mix of REITs to ensure that our compensation practices are reasonable due to the size of our organization. The Compensation Committee generally focuses on the average of the two peer groups, except in cases where such average is determined to be excessive in light of the circumstances.

Although the two peer groups are comprised solely of REITs, we also compete for talent with other public and private companies in the locations where our employees reside. Therefore, we also consider other information regarding market trends in compensation in addition to the data derived from these peer group reviews.

FPC prepared a compensation study for the Compensation Committee that contains:

•a summary of market findings;

•high-level performance information and its impact on compensation trends within the real estate industry;

•certain background information, including size and performance statistics for our company and the peer group constituents; and

•the results of a competitive benchmarking analysis for our named executive officers and certain other employees on both an individual and aggregate basis.

Determining the Amount of Each Element of Compensation.

The Compensation Committee reviews the performance of each of our named executive officers, including our Chief Executive Officer, on an annual basis. The Compensation Committee considers, among other things, (1) the scope of the individual’s responsibilities, including the demands and profile of the positions held by the individual, (2) the individual’s experience and tenure with us, (3) the individual’s performance and contribution to our performance, (4) our performance against annual objectives set forth in management’s business plan, and (5) competitive salaries. The Compensation Committee considers the results of compensation studies prepared for it by FPC and by industry and trade associations.

Our Chief Executive Officer assists in the annual review of our other named executive officers and makes recommendations to the Compensation Committee. However, the Compensation Committee makes all determinations with respect to the actual compensation of our named executive officers, including our Chief Executive Officer.

The independent compensation consultant provides the following services to the Compensation Committee:

•Management Data Collection:

○reviewing historical pay philosophy and practices;

○confirming the existing compensation philosophy; and

○reviewing the Chief Executive Officer’s recommendations.

•Compensation Guidance and Commentary:

○providing initial thoughts and reactions to the Chief Executive Officer’s recommendations given current market practices and performance;

○providing thoughts and perspectives on the broader REIT market, from a compensation perspective, based on ongoing conversations with executives/board members and up-to-date compensation data; and

○providing a compensation study described above and recommendations regarding peer group data.

Compensation Risk Assessment

The Compensation Committee does not believe our executive compensation programs encourage unnecessary or excessive risk taking for the following reasons:

•There are no guaranteed minimum payouts.

•The annual cash incentive opportunity does not rely on total shareholder return ("TSR").

•The annual cash incentive opportunity is based on multiple operational performance metrics.

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SEC Form DEF 14A filed by LXP Industrial Trust