0000921825 2025-05-07 2025-05-07 0000921825 1 2025-05-07 2025-05-07 0000921825 2 2025-05-07 2025-05-07 0000921825 3 2025-05-07 2025-05-07 0000921825 4 2025-05-07 2025-05-07 0000921825 5 2025-05-07 2025-05-07 0000921825 1 2025-05-07 2025-05-07 0000921825 2 2025-05-07 2025-05-07 iso4217:USD 0000921825 S-3ASR EX-FILING FEES Common Stock (par value ($0.01 per share) Preferred Stock (par value $0.01 per share) Depositary Shares Guarantees of Debt Securities of First Industrial, L.P. Debt Securities 0 true false FIRST INDUSTRIAL REALTY TRUST INC FIRST INDUSTRIAL REALTY TRUST INC S-3 S-3 Common Stock (par value $0.01 per share) S-3 First Industrial Realty Trust, Inc. false false false false Equity true Equity true Equity true Debt true false Debt true 0 0 88160 0 true true 333-269886 2023-02-24 88160 Equity 800000000 333-269886 2023-02-24 88160 <div style="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman;text-align:justify"><div style="font-size:75%; vertical-align:top;display:inline;font-size:6.6px">1</div> An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be offered at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. </div><div style="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman;text-align:justify"><div style="font-size:75%; vertical-align:top;display:inline;font-size:6.6px">2</div> In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the “Securities Act”), the registrants are deferring payment of all of the registration fees. Registration fees will be paid subsequently on a pay as you go basis, except as described below. First Industrial Realty Trust, Inc. has previously registered shares of common stock having an aggregate offering price of up to $800,000,000, offered by means of a 424(b)(5) prospectus supplement, dated February 24, 2023 (the “Prior Prospectus Supplement”), pursuant to a Registration Statement on Form <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;display:inline;">S-3</div> (Registration <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;display:inline;">No. 333-269886),</div> filed with the Securities and Exchange Commission on February 21, 2023. In connection with the filing of the Prior Prospectus Supplement, First Industrial Realty Trust, Inc. paid total filing fees of $88,160.00, consisting of a contemporaneous fee payment in the amount of $54,061.67 and an offset of $34,098.33 based on a portion of previously paid registration fees of $64,900.00 paid on the unsold securities offered by means of a prospectus supplement, dated February 14, 2020, pursuant to a Registration Statement on Form <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;display:inline;">S-3</div> (Registration <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;display:inline;">No. 333-236418),</div> filed with the Securities and Exchange Commission on February 13, 2020. As of the date of this registration statement, no shares of common stock have been sold under the Prior Prospectus Supplement. Pursuant to Rule 457(p) under the Securities Act, the registration fee of $88,160.00 that has already been paid and remains unused with respect to securities that were previously registered pursuant to the Prior Prospectus Supplement and were not sold thereunder may be applied to the filing fees payable pursuant to this registration statement. First Industrial Realty Trust, Inc. has terminated the offering that included the unsold securities under the Prior Registration Statement. </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman;text-align:justify"><div style="font-size:75%; vertical-align:top;display:inline;font-size:6.6px">1</div> An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be offered at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. </div><div style="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman;text-align:justify"><div style="font-size:75%; vertical-align:top;display:inline;font-size:6.6px">2</div> In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the “Securities Act”), the registrants are deferring payment of all of the registration fees. Registration fees will be paid subsequently on a pay as you go basis, except as described below. First Industrial Realty Trust, Inc. has previously registered shares of common stock having an aggregate offering price of up to $800,000,000, offered by means of a 424(b)(5) prospectus supplement, dated February 24, 2023 (the “Prior Prospectus Supplement”), pursuant to a Registration Statement on Form <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;display:inline;">S-3</div> (Registration <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;display:inline;">No. 333-269886),</div> filed with the Securities and Exchange Commission on February 21, 2023. In connection with the filing of the Prior Prospectus Supplement, First Industrial Realty Trust, Inc. paid total filing fees of $88,160.00, consisting of a contemporaneous fee payment in the amount of $54,061.67 and an offset of $34,098.33 based on a portion of previously paid registration fees of $64,900.00 paid on the unsold securities offered by means of a prospectus supplement, dated February 14, 2020, pursuant to a Registration Statement on Form <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;display:inline;">S-3</div> (Registration <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;display:inline;">No. 333-236418),</div> filed with the Securities and Exchange Commission on February 13, 2020. As of the date of this registration statement, no shares of common stock have been sold under the Prior Prospectus Supplement. Pursuant to Rule 457(p) under the Securities Act, the registration fee of $88,160.00 that has already been paid and remains unused with respect to securities that were previously registered pursuant to the Prior Prospectus Supplement and were not sold thereunder may be applied to the filing fees payable pursuant to this registration statement. First Industrial Realty Trust, Inc. has terminated the offering that included the unsold securities under the Prior Registration Statement. </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman;text-align:justify"><div style="font-size:75%; vertical-align:top;display:inline;font-size:6.6px">1</div> An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be offered at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. </div><div style="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman;text-align:justify"><div style="font-size:75%; vertical-align:top;display:inline;font-size:6.6px">2</div> In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the “Securities Act”), the registrants are deferring payment of all of the registration fees. Registration fees will be paid subsequently on a pay as you go basis, except as described below. First Industrial Realty Trust, Inc. has previously registered shares of common stock having an aggregate offering price of up to $800,000,000, offered by means of a 424(b)(5) prospectus supplement, dated February 24, 2023 (the “Prior Prospectus Supplement”), pursuant to a Registration Statement on Form <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;display:inline;">S-3</div> (Registration <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;display:inline;">No. 333-269886),</div> filed with the Securities and Exchange Commission on February 21, 2023. In connection with the filing of the Prior Prospectus Supplement, First Industrial Realty Trust, Inc. paid total filing fees of $88,160.00, consisting of a contemporaneous fee payment in the amount of $54,061.67 and an offset of $34,098.33 based on a portion of previously paid registration fees of $64,900.00 paid on the unsold securities offered by means of a prospectus supplement, dated February 14, 2020, pursuant to a Registration Statement on Form <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;display:inline;">S-3</div> (Registration <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;display:inline;">No. 333-236418),</div> filed with the Securities and Exchange Commission on February 13, 2020. As of the date of this registration statement, no shares of common stock have been sold under the Prior Prospectus Supplement. Pursuant to Rule 457(p) under the Securities Act, the registration fee of $88,160.00 that has already been paid and remains unused with respect to securities that were previously registered pursuant to the Prior Prospectus Supplement and were not sold thereunder may be applied to the filing fees payable pursuant to this registration statement. First Industrial Realty Trust, Inc. has terminated the offering that included the unsold securities under the Prior Registration Statement. </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman;text-align:justify"><div style="font-size:75%; vertical-align:top;display:inline;font-size:6.6px">1</div> An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be offered at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. </div><div style="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman;text-align:justify"><div style="font-size:75%; vertical-align:top;display:inline;font-size:6.6px">2</div> In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the “Securities Act”), the registrants are deferring payment of all of the registration fees. Registration fees will be paid subsequently on a pay as you go basis, except as described below. First Industrial Realty Trust, Inc. has previously registered shares of common stock having an aggregate offering price of up to $800,000,000, offered by means of a 424(b)(5) prospectus supplement, dated February 24, 2023 (the “Prior Prospectus Supplement”), pursuant to a Registration Statement on Form <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;display:inline;">S-3</div> (Registration <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;display:inline;">No. 333-269886),</div> filed with the Securities and Exchange Commission on February 21, 2023. In connection with the filing of the Prior Prospectus Supplement, First Industrial Realty Trust, Inc. paid total filing fees of $88,160.00, consisting of a contemporaneous fee payment in the amount of $54,061.67 and an offset of $34,098.33 based on a portion of previously paid registration fees of $64,900.00 paid on the unsold securities offered by means of a prospectus supplement, dated February 14, 2020, pursuant to a Registration Statement on Form <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;display:inline;">S-3</div> (Registration <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;display:inline;">No. 333-236418),</div> filed with the Securities and Exchange Commission on February 13, 2020. As of the date of this registration statement, no shares of common stock have been sold under the Prior Prospectus Supplement. Pursuant to Rule 457(p) under the Securities Act, the registration fee of $88,160.00 that has already been paid and remains unused with respect to securities that were previously registered pursuant to the Prior Prospectus Supplement and were not sold thereunder may be applied to the filing fees payable pursuant to this registration statement. First Industrial Realty Trust, Inc. has terminated the offering that included the unsold securities under the Prior Registration Statement. </div><div style="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman;text-align:justify"><div style="font-size:75%; vertical-align:top;display:inline;font-size:6.6px">4</div> The debt securities offered by First Industrial, L.P. may be accompanied by guarantees issued by First Industrial Realty Trust, Inc. </div> <div style="font-size:75%; vertical-align:top;display:inline;font-size:6.6px">1</div> An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be offered at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities.<div style="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman;text-align:justify"><div style="font-size:75%; vertical-align:top;display:inline;font-size:6.6px">3</div> No separate consideration will be received for the guarantees. Pursuant to Rule 457(n) under the Securities Act, no registration fee is required with respect to the <div style="display:inline;">guarantees</div>. </div> First Industrial Realty Trust, Inc. has terminated the offering that included the unsold securities under the Prior Registration Statement. First Industrial Realty Trust, Inc. has terminated the offering that included the unsold securities under the Prior Registration Statement.