SEC Form DEF 14A filed by Terreno Realty Corporation

10500 NE 8^th Street, Suite 1910

Bellevue, Washington 98004

(415) 655-4580

March 20, 2026

Dear Fellow Stockholder:

You are cordially invited to attend the 2026 annual meeting of stockholders of Terreno Realty Corporation. This meeting will be held on Tuesday, May 5, 2026, at 8:00 a.m., local time, at our Bellevue office, 10500 NE 8th Street, Suite 1910, Bellevue, Washington 98004.

The attached proxy statement, accompanied by the notice of meeting, describes the matters expected to be acted upon at the meeting. We urge you to review these materials carefully and to use this opportunity to take part in the affairs of Terreno Realty Corporation by voting on the matters described in the proxy statement. Following the formal portion of the meeting, our directors and management team will be available to answer appropriate questions.

Your vote is important. Whether or not you plan to attend the meeting, please authorize a proxy to vote your shares as promptly as possible by calling the toll-free telephone number or via the internet. If you received a proxy card by mail, you may complete the enclosed proxy card and return it as promptly as possible. The proxy statement and the enclosed proxy card contain instructions regarding all three methods of voting. If your shares of common stock are held by a broker, bank or other nominee, please follow the instructions you receive from your broker, bank or other nominee to have your shares of common stock voted. If you attend the meeting, you may continue to have your shares voted as you have previously instructed or you may withdraw your proxy at the meeting and vote your shares in person.

We have also enclosed a copy of our 2025 Annual Report. Thank you for your interest in Terreno Realty Corporation.

Sincerely,

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TERRENO REALTY CORPORATION

10500 NE 8^th Street, Suite 1910

Bellevue, Washington 98004

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be Held on May 5, 2026

To Our Stockholders:

Notice is hereby given that the 2026 annual meeting of the stockholders of Terreno Realty Corporation, a Maryland corporation, will be held on Tuesday, May 5, 2026, at 8:00 a.m., local time, at our Bellevue office, 10500 NE 8th Street, Suite 1910, Bellevue, Washington 98004. At the meeting, stockholders will consider and vote on the following matters:

If you were a stockholder of record of our common stock as of the close of business on March 6, 2026, you can vote in person or by proxy at the meeting. If you do not plan to attend the meeting and vote in person, please authorize a proxy to vote your shares in one of the following ways (if you received paper copies of the proxy materials):

If you received a notice of internet availability of proxy materials, please follow the voting instructions in that notice. If your shares of common stock are held by a broker, bank or other nominee, please follow the instructions you receive from your broker, bank or other nominee to have your shares of common stock voted. Stockholders who authorize a proxy over the internet, who authorize a proxy by telephone or who return proxy cards by mail prior to the meeting may nonetheless attend the meeting, revoke their proxies and vote their shares in person.

Bellevue, Washington

March 20, 2026

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TABLE OF CONTENTS

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TERRENO REALTY CORPORATION

10500 NE 8^th Street, Suite 1910

Bellevue, Washington 98004

(415) 655-4580

PROXY STATEMENT

2026 ANNUAL MEETING OF STOCKHOLDERS

QUESTIONS AND ANSWERS

A: We sent you this proxy statement and the enclosed proxy card because our board of directors is soliciting proxies to be voted at our 2026 annual meeting of stockholders, or the annual meeting. The annual meeting will be held at our Bellevue office, 10500 NE 8th Street, Suite 1910, Bellevue, Washington 98004 on Tuesday, May 5, 2026, at 8:00 a.m., Pacific Time. This proxy statement summarizes the information you need to know to vote by proxy or in person at the annual meeting. You do not need to attend the annual meeting in person in order to vote.

A: The proxy statement, the enclosed proxy card and the 2025 Annual Report are being mailed or made available to stockholders beginning on or about March 20, 2026. As permitted by the rules of the Securities and Exchange Commission, or SEC, certain of our stockholders may receive a notice of internet availability of proxy materials, or Notice, which is first being sent to stockholders on or about March 20, 2026, containing information on the availability of our proxy materials on the internet. Stockholders who received the Notice will not receive a paper copy of our proxy materials unless requested in the manner described in the Notice. The Notice explains how to access and review this proxy statement and our 2025 Annual Report and how you may vote by proxy.

A: All stockholders of record of our common stock as of the close of business on March 6, 2026, the record date, are entitled to receive notice of the annual meeting and to cast one vote for each share of common stock they held of record at the close of business on the record date.

A: Stockholders entitled to cast a majority of all votes entitled to be cast, as of the close of business on the record date, will constitute a quorum for the transaction of business at the annual meeting. No business may be conducted at the meeting if a quorum is not present. Broker non-votes (defined below) and abstentions will be counted as present in determining whether or not there is a quorum. As of the close of business on the record date, 106,256,445 shares of common stock were issued and outstanding.

If stockholders entitled to cast a majority of all votes entitled to be cast are not present, in person or by proxy, at the annual meeting, the chairman of the meeting may adjourn the annual meeting to another date, time or place, not later than 120 days after the original record date of March 6, 2026. Notice need not be given of the new date, time or place if announced at the meeting before an adjournment is taken.

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A: You are entitled to cast one vote for each share of our common stock you owned of record on the record date on each item submitted to you for consideration.

A: Whether or not you plan to attend the annual meeting, we urge you to authorize your proxy to vote. If you received a Notice, please follow the voting instructions in the Notice to authorize your proxy. If you received paper copies of the proxy materials, you may authorize your proxy by completing, dating, signing and promptly returning the proxy card in the self-addressed stamped envelope provided. You may also authorize your proxy to vote your shares by the internet or telephone as described in your proxy card. If your shares of common stock are held by a broker, bank or other nominee, please follow the instructions you receive from your broker, bank or other nominee to have your shares of common stock voted. Your proxy (one of the individuals named in your proxy card) will vote your shares per your instructions. Authorizing your proxy by mailing a proxy card, the internet or telephone will not limit your right to attend the annual meeting and vote your shares in person.

A: If you have shares held through a broker, bank or other nominee, you should instruct your broker, bank or other nominee to vote your shares by following the instructions that the broker, bank or other nominee provides to you. Most brokers, banks or other nominees allow you to provide voting instructions by the internet, mail or telephone.

A: You are being asked to consider and vote on the following proposals:

In addition, your proxies will have the authority to vote in their discretion as to any other business as may properly come before the annual meeting, including any adjournments or postponements thereof.

The following table sets forth the voting requirements with respect to each of the proposals:

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With respect to Proposals 1, 2 and 3, abstentions and broker non-votes are not counted as votes cast and will have no effect on the result of the vote.

A: Our board of directors does not know of any other matters that may be properly brought before the annual meeting nor does it foresee or have reason to believe that proxy holders will have to vote for substitute or alternate nominees for election to our board of directors. In the event that any other matter should properly come before the annual meeting or any nominee is not available for election, the persons named in the enclosed proxy will have discretionary authority to vote all proxies with respect to such matters in accordance with their discretion.

A: If you are a stockholder of record and properly submit your proxy via the internet, mail or telephone, your proxy will be voted at the annual meeting in accordance with your directions. If you sign and return a proxy card without giving specific voting instructions, then the Company-designated proxy holders will vote your shares in the manner recommended by our board of directors on all matters presented in this proxy statement and as the proxy holders may determine in their discretion regarding any other matters properly presented for a vote at the meeting.

If you are a beneficial owner of shares and your broker, bank or nominee does not receive instructions from you about how your shares are to be voted, one of two things can happen, depending on the type of proposal. Pursuant to the New York Stock Exchange (NYSE) rules, if you do not give instructions to your broker, bank or other nominee, it will still be able to vote your shares with respect to certain “discretionary” items, but will not be allowed to vote your shares with respect to certain “non-discretionary” items. The ratification of the appointment of our independent registered certified public accounting firm (Proposal 3) is considered to be a discretionary item under the NYSE rules and your broker, bank or other nominee will be able to vote on that item even if it does not receive instructions from you. The election of directors (Proposal 1) and the non-binding, advisory approval of executive compensation (Proposal 2) are considered non-discretionary items. A broker, bank or nominee may not vote your shares with respect to these non-discretionary items if you have not provided instructions. This is called a “broker non-vote.” We strongly encourage you to submit your proxy with instructions and exercise your right to vote as a stockholder.

A: We have paid the entire expense of preparing, printing and mailing this proxy statement, the Notice and any additional materials furnished to stockholders.

A: Yes. There will be time allotted at the end of the meeting when our representatives will answer appropriate questions from the floor.

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A: Our bylaws currently provide that in order for a stockholder to nominate a candidate for election as a director at an annual meeting of stockholders or propose business for consideration at such meeting, written notice accompanied by the information and other materials specified in our bylaws generally must be delivered to our corporate secretary not later than the close of business on the 120th day, and not earlier than the 150th day, prior to the first anniversary of the date of the notice for the preceding year’s annual meeting. Accordingly, a stockholder nomination or proposal intended to be considered at the 2027 annual meeting of stockholders, but not included in our proxy statement, generally must be received by our corporate secretary after October 21, 2026 and prior to 5:00 p.m., Eastern Time, the close of business, on November 20, 2026. If the 2027 annual meeting of stockholders is scheduled to take place before April 5, 2027 or after June 4, 2027, then notice must be delivered no earlier than the 150th day prior to the 2027 annual meeting of stockholders and not later than the close of business on the later of the 120th day prior to the 2027 annual meeting of stockholders or the tenth day following the day on which public announcement of the date of the 2027 annual meeting of stockholders is first made by the Company. If the number of directors to be elected at the 2027 annual meeting of stockholders is increased, and there is no public announcement of such increase before November 10, 2026, then notice of nominees for any new positions created by such increase must be delivered not later than 5:00 p.m., Eastern Time, the close of business, on the later of November 10, 2026 and the tenth day after the day on which public announcement of such increase is first made by the Company. Proposals or nominations and the other materials required by our bylaws should be mailed to the attention of our corporate secretary at 10500 NE 8th Street, Suite 1910, Bellevue, WA 98004. A copy of the bylaws may be obtained from our corporate secretary by written request to the same address.

The date by which we must receive stockholder proposals for inclusion in the proxy materials relating to the 2027 annual meeting of stockholders, or for presentation at such meeting, is November 20, 2026. Stockholder proposals to be included in our proxy materials relating to the 2027 annual meeting of stockholders must comply with all of the applicable requirements set forth in the rules and regulations of the SEC including Rule 14a-8. Our board of directors will review any stockholder proposals that are timely submitted and will determine whether such proposals meet the criteria for inclusion in the proxy solicitation materials or for consideration at the 2027 annual meeting.

In addition to satisfying the foregoing requirements under our bylaws, to comply with the SEC’s universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, no later than March 8, 2027.

A: Yes. Proxies properly submitted by the internet, mail or telephone do not preclude a stockholder from voting in person at the meeting. A stockholder may revoke a proxy at any time prior to its exercise by filing with our corporate secretary a duly executed revocation of proxy, by properly submitting, either by internet, mail or telephone, a proxy to our corporate secretary bearing a later date or by appearing at the meeting and voting in person. Attendance at the meeting will not by itself constitute revocation of a proxy. If you have shares held through a broker, bank or other nominee and you instructed your broker, bank or other nominee to vote your shares by following the instructions that the broker, bank or other nominee provided to you, you may change your voting instructions by submitting new voting instructions to your broker, bank or other nominee.

A: Yes. Our website is located at http://www.terreno.com. Although the information contained on our website is not part of this proxy statement and is not incorporated by reference in this proxy statement, you can view

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additional information on the website, such as our corporate governance guidelines, our Code of Business Conduct and Ethics, charters of our board committees and reports that we file with the SEC.

A: This proxy statement and our 2025 Annual Report, including our annual report on Form 10-K for the fiscal year ended December 31, 2025, are available at www.proxyvote.com. Instead of receiving copies of our future annual reports, proxy statements, proxy cards and, when applicable, notices of internet availability of proxy materials, by mail, you can consent to receiving such materials electronically via e-mail or the internet. To sign up for electronic delivery, please follow the instructions above, on your proxy card or on the Notice to vote using the internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

A: The SEC permits a single set of annual reports, proxy statements and/or notices of internet availability of proxy materials to be sent to any household at which two or more stockholders reside if they appear to be members of the same family. This procedure, referred to as “householding,” reduces the volume of duplicate information stockholders receive and reduces mailing and printing costs. Only one copy of the notice of internet availability of proxy materials may be sent to certain beneficial stockholders who share a single address, unless any stockholder residing at that address has given contrary instructions.

We will promptly deliver, upon oral or written request, a separate copy of the annual report, proxy statement and/ or notice of internet availability of proxy materials to a stockholder at a shared address to which a single copy of these documents was delivered. If any beneficial stockholder residing at such an address desires to receive a separate copy of the notice of internet availability of proxy materials at this time or to receive a separate notice of internet availability of proxy materials in the future, the stockholder should contact Investor Relations by telephone at (415) 655-4580 or by mail at Terreno Realty Corporation — Investor Relations, 10500 NE 8^th Street, Suite 1910, Bellevue, WA 98004.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 5, 2026:

This proxy statement and our 2025 Annual Report, including our annual report on Form 10-K for the fiscal year ended December 31, 2025, are available at www.proxyvote.com.

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CORPORATE GOVERNANCE AND RELATED MATTERS

Our business is managed under the direction of our board of directors. Our board of directors establishes our overall corporate policies, reviews our business strategy, reviews the performance of our senior management in executing our business strategy and managing our day-to-day operations and acts as an advisor to our senior management. Our board’s mission is to further the long-term interests of our stockholders. Members of our board of directors are kept informed of our business through discussions with our management, primarily at meetings of our board of directors and its committees, and through reports and analyses presented to them. Significant communication between our directors and senior management occur apart from such meetings. Our board of directors and each of its committees – audit, compensation and nominating and corporate governance – also have the authority to retain, at our expense, outside counsel, consultants or other advisors in the performance of their duties.

Charters for the audit, compensation and nominating and corporate governance committees, our corporate governance guidelines and our Code of Business Conduct and Ethics may be viewed on our website at https://investors.terreno.com/corporate-profile/documents. These documents are also available without charge to stockholders who request them by contacting Terreno Realty Corporation — Investor Relations, 10500 NE 8th Street, Suite 1910, Bellevue, WA 98004.

Independent Directors

Under the corporate governance standards of the NYSE, at least a majority of our directors and all of the members of the audit committee, compensation committee and nominating and corporate governance committee must meet the test of “independence” as defined by the NYSE. The NYSE standards provide that to qualify as an “independent” director, in addition to satisfying certain bright-line criteria, our board of directors must affirmatively determine that a director has no material relationship with us (either directly or as a partner, stockholder or officer of an organization that has a relationship with us). In addition, our corporate governance guidelines provide that at least annually, our board of directors will evaluate all relationships between the Company and each director in light of relevant facts and circumstances for the purposes of determining whether a material relationship exists that might signal a potential conflict of interest or that might cause the director to cease to meet the applicable independence requirements or interfere with such director’s ability to satisfy his or her duties as a director. Our board of directors has determined that each of Gary N. Boston, LeRoy E. Carlson, Paul J. Donahue, Jr, Constance von Muehlen, Irene H. Oh, and Douglas M. Pasquale is an “independent” director under the corporate governance standards of the NYSE and the SEC. Therefore, following the election of the director nominees at the annual meeting, we believe that 75% of our board members will be independent under those rules.

Executive Sessions

Our non-management directors meet regularly in separate executive sessions without management participation. The executive sessions typically occur after each regularly scheduled meeting of our entire board of directors and at such other times that our non-management directors deem appropriate. The executive sessions are chaired by Mr. Pasquale, our Lead Director.

Nominations for Directors

The nominating and corporate governance committee will consider nominees for director suggested by stockholders in written submissions to our corporate secretary. Our bylaws currently provide that in order for a stockholder to nominate a candidate for election as a director at an annual meeting of stockholders or propose business for consideration at such meeting, written notice containing the information and materials required by our bylaws generally must be delivered to our corporate secretary not later than the close of business on the 120th day, and not earlier than the 150th day, prior to the first anniversary of the date of the notice for the preceding year’s annual meeting.

In evaluating nominees for director, the nominating and corporate governance committee does not differentiate between nominees recommended by stockholders and others. The nominating and corporate governance committee

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develops and recommends to our board of directors for its consideration and approval such criteria for identifying and recommending prospective nominees for election as directors as the nominating and corporate governance committee deems necessary or advisable in the context of the current make-up of our board of directors. The criteria include such factors as qualities (such as character, professional integrity, independence, judgment and business acumen), skills and experience, industry knowledge, diversity, age, requirements of the NYSE to maintain a minimum number of independent directors, requirements of the SEC to have persons with financial expertise on the Company’s audit committee, the ability of a candidate to devote sufficient time to the affairs of the Company, any actual or potential conflicts of interest, and the extent to which the candidate generally would be a desirable addition to our board of directors and any committees of our board of directors.

We do not have a formal diversity policy. The Board believes in the benefits of a diversity of skills, experience, expertise, industry knowledge, perspectives and characteristics including, but not limited to, gender, race/ethnicity, and geographic location necessary to oversee the Company’s current and future business needs. For all potential candidates, the nominating and corporate governance committee may consider all factors it deems relevant, such as a candidate’s sound judgment, business and professional skills and experience, independence, knowledge of the industry in which we operate, possible conflicts of interest, diversity, the extent to which the candidate would fill a present need on the Board, and concern for the long-term interests of our stockholders. Additional information about our current six independent director nominees (whom we refer to as non-employee directors in various company documents) is below.

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Communications with our Board of Directors

Our board of directors has implemented a process by which our stockholders or any interested parties may communicate with our board of directors as a whole or with individual members of our board of directors. Communications directed at our board of directors as a whole should be addressed to Terreno Realty Corporation, 10500 NE 8th Street, Suite 1910, Bellevue, WA 98004, Attn: Corporate Secretary, and communications directed at individual directors, including our Lead Director, should be addressed to the attention of the individual director at the same address. Such communications may be made on an anonymous or confidential basis. Our board of directors has instructed our Corporate Secretary to promptly forward all such communications to the specified addressees thereof.

Board Leadership Structure

Our corporate governance guidelines provide that our board of directors will periodically appoint a chairman of the board, who may either be independent or a management director, including our chief executive officer. The positions of Chairman and Chief Executive Officer are currently occupied by one individual, Mr. Baird. Our board of directors believes that this leadership structure serves us well, as Mr. Baird’s deep industrial real estate expertise across markets and cycles, as well as extensive public REIT operating experience, including as our co-founder, uniquely qualify him to serve as both Chairman and Chief Executive Officer. Combining the chairman and chief executive officer roles fosters clear accountability, effective decision-making and aligns corporate strategy with the Company’s day-to-day operations. Combining the roles also promotes unified leadership and direction for our board of directors and management.

In his combined role, Mr. Baird sets the agenda for board meetings in consultation with our Lead Director and presides over all meetings of the full board. Since the chairman and chief executive officer positions are currently occupied by Mr. Baird, our board of directors appointed Mr. Pasquale, an independent director, as our Lead Director to ensure strong independent oversight. As Lead Director, Mr. Pasquale chairs the executive sessions of the independent directors, facilitates communications and resolves conflicts, if any, between our independent directors, other directors and our management and consults with and provides counsel to our Chairman and Chief Executive Officer as needed or requested. In performing these duties, our Lead Director consults with the chairpersons of the appropriate committees of our board of directors and solicits their participation in order to avoid diluting the authority or responsibility of the board committees and their chairpersons.

Risk Oversight

Our board of directors provides oversight of the Company’s risk exposure by receiving periodic reports from senior management regarding matters relating to financial, operational, legal, cybersecurity and strategic risks and mitigation strategies for such risks. In addition, as reflected in the audit committee charter, our board of directors has delegated to the audit committee responsibility to discuss and evaluate our policies and guidelines with respect to risk assessment and risk management. During these discussions, the audit committee may discuss or consider our major risk exposures, including financial, operational, privacy, security, cybersecurity, competition, legal, regulatory, hedging and accounting risk exposure, and the steps that our management has taken to monitor and control such exposures.

Compensation Committee Interlocks and Insider Participation

Each of Messrs. Boston, Pasquale, Carlson and Mses. von Muehlen and Oh served as a member our of compensation committee for the full year ended December 31, 2025, and each of Messrs. Polk and Donahue served as a member for part of the year ended December 31, 2025. No member of the compensation committee during 2025 was an officer, employee or former officer of ours, or any of our subsidiaries, or had any relationship that would be considered a compensation committee interlock and would require disclosure in this

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proxy statement pursuant to SEC regulations. During 2025, none of our executive officers served as a member of a compensation committee or as a director of another entity under the circumstances requiring disclosure in this proxy statement pursuant to SEC regulations.

Code of Business Conduct and Ethics

Our board of directors has adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers, and employees. Day-to-day responsibility for administering and interpreting our Code of Business Conduct and Ethics has been delegated by our board of directors to our president. Our Code of Business Conduct and Ethics contains compliance procedures, allows for the anonymous reporting of a suspected violation of our Code of Business Conduct and Ethics, and specifically forbids retaliation against any officer or employee who reports suspected misconduct in good faith. The provisions of our Code of Business Conduct and Ethics may only be amended or waived for the benefit of our directors and executive officers, by our board of directors or, if permitted, a committee of our board of directors. Such waivers or amendments must be promptly disclosed to our stockholders in accordance with applicable laws and rules and regulations of the NYSE. We intend to disclose any amendments or waivers to our Code of Business Conduct and Ethics that apply to any of our executive officers on our website at http://www.terreno.com. No such waivers have been made. The full text of our Code of Business Conduct and Ethics is available on our website at https://investors.terreno.com/corporate-profile/documents.

Corporate Governance Guidelines

Our board of directors has adopted Corporate Governance Guidelines, a copy of which is available on our website at http://www.terreno.com under the heading “Investors & Media”, under the subheading “Corporate Profile” and under the heading titled, “Governance Documents.”

MEETINGS AND COMMITTEES OF OUR BOARD OF DIRECTORS

Meetings

During the year ended December 31, 2025, our board of directors held a total of four meetings. Our directors attended 100% of the aggregate of (i) the number of meetings of our board of directors which were held during the period that such person served on our board of directors and (ii) the number of meetings of committees of our board of directors held during the period that such person served on such committee. Members of our board of directors are encouraged to attend the annual meeting, but we currently do not have a formal policy with regard to the attendance of members of our board of directors at the annual meeting. All of our directors serving on our board of directors at the time of the 2025 annual meeting of stockholders attended our 2025 annual meeting of stockholders.

Committee Membership

Our board of directors has established three standing committees of our board of directors, the audit committee, the compensation committee, and the nominating and corporate governance committee, and has adopted written charters for each committee. Charters for the audit, compensation and nominating and corporate governance committees are available on our website at https://investors.terreno.com/corporate-profile/documents.

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The current members of our board committees are set forth below.

Audit Committee. The audit committee is composed of Messrs. Boston, Carlson, Donahue, and Pasquale, and Mses. von Muehlen and Oh, each of whom is an independent director and “financially literate” under the rules of the NYSE and the SEC. Ms. Oh chairs the audit committee and has been determined by our board of directors to be an audit committee financial expert within the meaning of the rules of the SEC. The audit committee met four times during the year ended December 31, 2025. The purposes of the audit committee are to:

The audit committee is also responsible for engaging our independent registered certified public accounting firm, reviewing with the independent registered certified public accounting firm the plans and results of the audit engagement, approving professional services provided by the independent registered certified public accounting firm, reviewing the independence of the independent registered certified public accounting firm, considering the range of audit and non-audit fees and reviewing the adequacy of our internal accounting controls.

Compensation Committee. The compensation committee is composed of Messrs. Boston, Carlson, Donahue, and Pasquale, and Mses. von Muehlen and Oh, each of whom is an independent director under the rules of the NYSE and the SEC. Mr. Boston chairs the compensation committee. The compensation committee met three times during the year ended December 31, 2025.

The purposes of the compensation committee are to:

Nominating and Corporate Governance Committee. The nominating and corporate governance committee is composed of Messrs. Boston, Carlson, Donahue, and Pasquale, and Mses. von Muehlen and Oh, each of whom is an independent director under the rules of the NYSE and the SEC. Mr. Carlson chairs the nominating and corporate governance committee. The nominating and corporate governance committee met once during the year ended December 31, 2025.

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The purposes of the nominating and corporate governance committee are to:

Other Committees

Our board of directors may from time to time establish special or standing committees to facilitate the management of the Company or to discharge specific duties delegated to the committee by our full board of directors. Our board of directors has established the following committee:

Investment Committee. Our investment committee is currently composed of Messrs. Baird, Coke, Cannon and Meyer. Approval by our investment committee requires a majority vote. Messrs. Baird and Coke each have veto power on any vote. Our board of directors has delegated to our investment committee the authority to approve any investment or disposition under $100 million. Our board of directors must approve any investments or dispositions of $100 million or more.

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ENVIRONMENTAL STEWARDSHIP, SOCIAL RESPONSIBILITY AND GOVERNANCE

Environmental Stewardship

We believe we contribute positively to the environment by owning and operating facilities in infill locations close to population centers thereby minimizing vehicle miles traveled and the concomitant use of fuel and production of airborne particulate matter pollution. We do not develop buildings in greenfield locations. Sustainability for us means operating, redeveloping and repurposing existing facilities in infill locations. During the redevelopment of our facilities, we recycle, where possible, the building materials from existing buildings seeking to reduce construction waste. We focus on modern design solutions to reduce the impact on the environment. For example, when re-leasing and redeveloping our facilities, we reduce our carbon footprint by upgrading existing facilities with energy efficient lighting and heating, and water saving solutions.

Many of our properties are located in historical manufacturing sites and we remove hazardous materials and clean up those sites that have environmental contaminants. This improves the health conditions for on-site workers and provides a positive impact on the surrounding community.

Recent Environmental Highlights:

Recent Green Building Certifications Update:

Social Responsibility

We recognize that our success is linked to the talent and expertise of our people. We invest in our employees and are committed to growing individual skills and leadership qualities across our business. We have a dedicated ESG Committee to provide oversight to our ESG strategy with a focus on not only environmental stewardship, but also employee engagement. Our ESG Committee is overseen by our Chief Financial Officer and Chief Operating Officer and comprises employees at all levels of the Company. Our employees are encouraged to make healthy lifestyle decisions that can ultimately benefit the Company by reducing insurance claims and boosting productivity and we provide a monthly wellness reimbursement allowance. We encourage our employees to engage in volunteer work and provide paid time off to participate in charitable activities. We support our employees’ efforts to give back to their communities and match a portion of employee donations to qualifying nonprofit organizations.

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We value diversity within our board and employees in terms of gender, ethnicity, race, background, and experience. As an equal opportunity employer, we reward our employees based on merit and their contributions.

Our properties are often located in traditionally under-served urban infill locations, and we transform these locations into highly functional industrial properties that facilitate job creation in the surrounding communities. Since our inception in 2010, we have continued to invest significantly in capital improvements in our portfolio that improve the operating efficiency of our portfolio as well as improve employee health and productivity.

Respect for human rights is a fundamental value of Terreno Realty Corporation. We endeavor to comply with all applicable human rights and labor rights laws. We expect our vendors and suppliers to adhere to these laws and encourage them to adopt similar policies within their own businesses.

Social Responsibility Highlights:

Governance

We are committed to strong corporate governance and transparency for our stockholders. Our independent directors stand for election every year, and we have opted out of anti-takeover provisions and stockholder rights plans, and we will not opt back in to those provisions without stockholder approval. Our directors and employees comply with a comprehensive Code of Business Conduct and Ethics that encourages honesty, accountability and mutual respect and offers communication channels for handling ethical issues.

Our long-term incentive compensation is fully aligned with the interests of our stockholders. Performance shares are tied to three-year total stockholder return exceeding the MSCI U.S. REIT Index and the FTSE Nareit Equity Industrial Index. We do not have an annual cash bonus plan for our chief executive officer or president and their long-term incentive compensation is paid solely in stock. We have consistently been included as a leader among all REITs for Corporate Governance in the annual Green Street report on Executive Compensation and Corporate Governance.

Stock Ownership Guidelines

We believe that our executive officers and directors should own a meaningful equity interest in the Company to further align their long-term financial interests with those of our stockholders. Pursuant to our Corporate Governance Guidelines, within five years of the ownership guidelines becoming subject to them, we

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require our chief executive officer and president to own stock in an amount equal to five times his or her base salary and executive officers to own stock in an amount equal to three times his or her base salary stock ownership. We also require our non-employee directors to own stock in the amount equal to a market value of at least $200,000 within four years of the ownership guidelines becoming subject to them. Our executive officers and non-employee directors are all in compliance with our policy’s applicable minimum stock ownership requirement or are not yet required to meet the applicable ownership requirements pursuant to the stock ownership guidelines.

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PROPOSAL 1 – ELECTION OF DIRECTORS

Our board of directors currently consists of eight directors, each of whom has a term that expires at the annual meeting. Based on the recommendation of the nominating and corporate governance committee, our board of directors proposes that the nominees described below each be elected to serve until the 2027 annual meeting of stockholders and until their successors are duly elected and qualify. All of the nominees are currently serving as our directors. Since our 2025 annual meeting of stockholders, the number of directors that constitute our board of directors increased from seven to eight as a result of the appointment of Paul J. Donahue, Jr. as director effective as of November 4, 2025. Mr. Donahue, our director and nominee that has not previously stood for election, was initially identified as a potential candidate for election to the board of directors in collaboration with our executive officers and non-management directors.

The biographical descriptions for the nominees include the specific experience, qualifications, attributes and skills that led to the conclusion by our board of directors in the last sentence of each biography that such person should serve as a director.

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RECOMMENDATION – Our board of directors unanimously recommends a vote “FOR” each named nominee.

Vote Required – Majority Vote Standard for Election of Directors

Our bylaws provide that the vote standard for election of directors is a “majority vote of the votes cast” standard in uncontested elections of directors. This means that in an uncontested election, a nominee is elected as

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a director if he or she receives more “for” votes than the total number of “against” votes. In an election where the number of nominees is greater than the number of directors to be elected at the meeting, the nominees will be elected by a plurality of the votes cast in the election of directors.

Under our corporate governance guidelines, any director who fails to be elected by a majority vote is required to tender his or her resignation to our board of directors, subject to acceptance. The nominating and corporate governance committee will make a recommendation to our board of directors on whether to accept or reject the resignation or whether other action should be taken. Our board of directors will then act on the nominating and corporate governance committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of election results. If the resignation is not accepted, the director will continue to serve until the next annual meeting and until the director’s successor is duly elected and qualifies. The director who tenders his or her resignation will not participate in our board of directors’ decision.

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EXECUTIVE OFFICERS

As of the date of this proxy statement, our executive officers are as follows:

Messrs. Baird and Coke also serve as directors. Their biographical information can be found in the section of this proxy statement titled, “Proposal 1 – Election of Directors.” The following is a biographical summary of the experience of Messrs. Cannon and Meyer:

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PROPOSAL 2 – NON-BINDING, ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

General

As required by Section 14A of the Exchange Act, our board of directors is submitting for stockholder action the resolution set forth below to approve, on a non-binding, advisory basis, the compensation paid to our named executive officers (“NEOs”) as disclosed in this proxy statement. This is commonly known as, and is referred to in this proxy statement as, a “say-on-pay” proposal or resolution. At the 2025 annual meeting of stockholders, our stockholders voted, on a non-binding, advisory basis, for the Company to hold future, non-binding advisory votes on the compensation of our named executive officers on an annual basis. After taking into consideration this voting result and the prior recommendation of our board of directors in favor of an annual non-binding, advisory stockholder vote on the compensation of our named executive officers, the board of directors determined that it intends to continue to hold non-binding advisory votes on the compensation of our named executive officers every year until the next required advisory vote on the frequency of non-binding, advisory votes on the compensation of our named executive officers, which will occur not later than the 2029 annual meeting of stockholders.

This say-on-pay proposal gives our stockholders the opportunity to express their views on the compensation of our named executive officers. We are asking our stockholders to indicate their support for the compensation of our named executive officers as described in this proxy statement. This vote is not limited to any specific item of compensation, but rather addresses the overall compensation of our named executive officers and our philosophy, policies and practices relating to their compensation as a whole as described in this proxy statement.

As described in detail under the heading “Compensation Discussion and Analysis” in this proxy statement, our executive compensation programs are designed to attract, retain and motivate our named executive officers, who are critical to our success. Our compensation programs are designed to create incentives for our named executive officers to maximize long-term stockholder value. Under these programs, our named executive officers are rewarded for the achievement of our annual, long-term and strategic objectives and the realization of increased stockholder value. Please refer to the “Compensation Discussion and Analysis” in this proxy statement for additional details about our executive compensation programs, including information about the compensation of our named executive officers for the year ended December 31, 2025.

Text of Resolution

“RESOLVED, that the stockholders of the Company approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.”

RECOMMENDATION – Our board of directors unanimously recommends a vote FOR adoption of this resolution.

Vote Required; Effect of Vote

The affirmative vote of a majority of the votes cast on this proposal will be required for adoption of this resolution. Abstentions and broker non-votes will not be treated as votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

The say-on-pay resolution is advisory and therefore will not have any binding legal effect on the Company, our board of directors or the compensation committee and may not be construed as overruling a decision by the Company, our board of directors or the compensation committee or to create or imply any change to the fiduciary

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duties of our board of directors. Furthermore, because this non-binding, advisory resolution primarily relates to compensation of our named executive officers that has already been paid or contractually committed, there is generally no opportunity for us to revisit those decisions.

Nevertheless, the compensation committee values the opinions of our stockholders and intends to take the results of the vote on this proposal into account in its future decisions regarding the compensation of our named executive officers.

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PROPOSAL 3 – RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM

The audit committee has selected and appointed the firm of Ernst & Young LLP to act as our independent registered certified public accounting firm for 2026. Ratification of the appointment of our independent registered certified public accounting firm requires a majority of the votes cast on this proposal. Any votes not cast, whether by abstention, broker non-vote, or otherwise, will have no impact on the vote.

RECOMMENDATION: Our board of directors unanimously recommends that the stockholders vote FOR ratification of the appointment of Ernst & Young LLP.

Although stockholder ratification of the appointment of our independent registered certified public accounting firm is not required by our bylaws or otherwise, we are submitting the selection of Ernst & Young LLP to our stockholders for ratification as a matter of good corporate governance practice. Even if the selection is ratified, the audit committee in its discretion may select a different independent registered certified public accounting firm at any time if it determines that such a change would be in our best interest and the best interests of our stockholders. If our stockholders do not ratify the audit committee’s selection, the audit committee will take that fact into consideration, together with such other factors it deems relevant, in determining its next selection of independent registered certified public accounting firm.

In choosing our independent registered certified public accounting firm, the audit committee conducts a comprehensive review of the qualifications of those individuals who will lead and serve on the engagement team, the quality control procedures the firm has established and any material issue raised by the most recent quality control review of the firm. The review also includes matters required to be considered under the SEC rules on auditor independence, including the nature and extent of non-audit services to ensure that they will not impair the independence of any such firm.

Representatives of Ernst & Young LLP are expected to be present at the annual meeting. These representatives will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Fees Paid to Independent Registered Certified Public Accounting Firm

Aggregate fees for professional services rendered by Ernst & Young LLP, our independent certified registered public accounting firm, during the years ended December 31, 2025 and December 31, 2024 were as follows:

Audit Fees

Audit fees for 2025 and 2024 were incurred for professional services in connection with the audit of our consolidated financial statements and internal control over financial reporting for the years ended December 31, 2025 and 2024, reviews of our interim consolidated financial statements, which were included in each of our quarterly reports on Form 10-Q during the years ended December 31, 2025 and 2024 and comfort letters.

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Audit-Related Fees

There were no fees billed for 2025 or 2024 for assurance and related services that were reasonably related to the performance of the audit or review of our financial statements and that are not reported under “Audit Fees.”

Tax Fees

There were no fees billed for 2025 or 2024 related to tax compliance, tax advice and tax planning services rendered by Ernst & Young LLP.

All Other Fees

All other fees set forth in the table above represent fees and expenses for products and services that are not “Audit Fees”, “Audit-Related Fees” or “Tax Fees.” No such fees were paid in 2025 or 2024.

Pre-Approval Procedures

The Audit Committee pre-approves all audit and permissible non-audit services provided by the independent registered certified public accounting firm unless an exception to such pre-approval exists under the Exchange Act or the rules of the SEC. These services may include audit services, audit-related services, tax services and other services. The Audit Committee approved all audit and non-audit services provided to us by our principal accountant during the 2025 and 2024 fiscal years.

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REPORT OF THE AUDIT COMMITTEE

The following report of the audit committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any of our other filings under the Securities Act of 1933, as amended, or the Exchange Act.

In accordance with its written charter adopted by the board of directors, the audit committee’s role is to assist the board of directors in the oversight of the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the qualifications, independence and performance of the Company’s independent auditors and the performance of the Company’s internal audit function. The audit committee currently consists of six members, each of whom is “independent” as that term is defined by the governance standards of the NYSE and the rules and regulations of the SEC.

Management is responsible for the Company’s financial reporting process including its system of internal controls, and for the preparation of the Company’s consolidated financial statements in accordance with generally accepted accounting principles. The Company’s independent auditors are responsible for auditing those financial statements. It is the audit committee’s responsibility to monitor and review these processes. It is not the audit committee’s duty or responsibility to conduct auditing or accounting reviews or procedures. The audit committee does not consist of the Company’s employees and it may not be, and may not represent itself to be or to serve as, accountants or accountants by profession or experts in the fields of accounting or auditing. Therefore, the audit committee has relied on management’s representation that the financial statements have been prepared with integrity and objectivity and in conformity with accounting principles generally accepted in the United States and on the representations of the Company’s independent auditors included in their report on our financial statements. The audit committee’s oversight does not provide it with an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or policies, or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the audit committee’s considerations and discussions with management and with our independent auditors do not assure that our financial statements are presented in accordance with generally accepted accounting principles, that the audit of our financial statements has been carried out in accordance with generally accepted auditing standards or that the Company’s independent auditors are in fact “independent.”

In fulfilling its oversight responsibilities, the audit committee reviewed the audited financial statements for the year ended December 31, 2025 with management, including a discussion of the quality of the accounting principles, the reasonableness of significant judgments, the clarity of disclosures in the financial statements and the effectiveness of our disclosure controls and procedures and internal controls over financial reporting. The audit committee reviewed the financial statements for the year ended December 31, 2025 with our independent auditors and discussed with them all of the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission. In addition, the audit committee has received the written disclosures and the letter from our independent auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditors’ communications with the audit committee concerning independence, and has discussed with our independent auditors their independence from our management and from us. Upon its review, the audit committee has satisfied itself as to our independent auditors’ independence.

Based on the review and discussions with management and the independent auditors, and subject to the limitations on its role and responsibilities described above, the audit committee recommended to the board of directors, and the board of directors has approved, that the audited financial statements be included in the Company’s annual report on Form 10-K for the year ended December 31, 2025 for filing with the Securities and Exchange Commission. The undersigned members of the audit committee have submitted this report to the Company.

Members of the Audit Committee

Irene H. Oh, Chair

Gary N. Boston

LeRoy E. Carlson

Paul J. Donahue, Jr.

Constance von Muehlen

Douglas M. Pasquale

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COMPENSATION DISCUSSION AND ANALYSIS

Overview

The following discussion is intended to supplement the more detailed information concerning executive compensation that appears in the tables and the accompanying narrative that follows. It is also intended to provide a review of our compensation policies and programs for 2025 with respect to our chairman and chief executive officer, Mr. Baird, our president, Mr. Coke, and Messrs. Cannon and Meyer, executive vice presidents. These officers are referred to herein as our “named executive officers.”

The compensation committee of our board of directors designs and administers our executive compensation programs. All principal elements of compensation paid to our executive officers are subject to approval by the compensation committee. The Compensation Committee Report appears on page 34 of this proxy statement.

Objectives

The principal objectives of our executive compensation programs are to:

Management’s and Advisors’ Roles in Compensation Decisions

The compensation committee evaluates the performance of our chairman and chief executive officer, president and our named executive officers and determines their respective compensation based on this evaluation. Messrs. Baird and Coke make recommendations to the compensation committee for equity awards and other compensation for other employees throughout the Company, including for our other named executive officers. The compensation committee can accept or reject these recommendations at its discretion. Under its charter, the compensation committee has the authority to engage independent compensation consultants or other advisors. To date, we have not retained an independent compensation consultant.

Principal Elements of Compensation and Total Direct Compensation

We have designed our executive compensation programs to include three principal elements: base salary, annual cash incentive bonus (for our executive vice presidents), and long-term equity incentives.

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Benchmarking. Each year the compensation committee identifies a group of peer companies, which are companies engaged in the industrial real estate industry or are of comparable size and scope, to benchmark executive compensation. For 2025, the compensation committee reviewed our 2024 peer companies and decided that our primary industrial peers used in our benchmarking should remain the same but that our peers of similar equity capitalization and peers of similar enterprise value needed to be updated to reflect changes in the Company’s equity capitalization and enterprise value. The compensation committee removed and added certain companies whose equity capitalization and enterprise value were no longer, or became, comparable to the Company’s equity capitalization and enterprise value, respectively.

In 2025, the compensation committee used the following peer companies in benchmarking executive compensation:

Primary Industrial Peers:

EastGroup Properties, Inc.

First Industrial Trust, Inc.

Innovative Industrial Properties, Inc.

LXP Industrial Trust

Rexford Industrial Realty, Inc.

STAG Industrial, Inc.

Equity Capitalization Based Peers:

Agree Realty Corp

Federal Realty

NNN REIT

Brixmor Property

Essential Properties

Ryman Hospitality

American Healthcare REIT

CareTrust REIT

Kite Realty

National Storage

Enterprise Value Based Peers:

Independence Realty

Sabra Health Care

Highwoods Properties

Park Hotels

OUTFRONT Media

CareTrust REIT

Global Net Lease

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Paramount Group

COPT Defense Properties

Hudson Pacific

Base Salaries. In order to attract and retain the most talented and experienced executives in our industry, we set the base salaries of executive officers at levels that are competitive with our peer companies that compete with us for executive talent. Base salaries are established in part based on the individual experience, skills, and expected contributions during the coming year and the executive’s performance during the prior year.

Increases in base salary are left to the discretion of the compensation committee. During 2025, no changes were made to the NEO’s base salaries.

Annual Cash Incentive Bonus. In order to more fully align compensation with long-term stockholder value creation as stated above, and to increase the overall equity component in their pay mix, we do not have, nor are we currently planning to adopt, an annual cash incentive bonus plan for Messrs. Baird or Coke, although we reserve our right to do so in the future. At the end of each calendar year, our President and CEO, review the performance and provide a discretionary recommendation to the compensation committee pertaining to the compensation of our executive vice presidents, Messrs. Cannon and Meyer, who received an annual cash incentive bonus primarily based upon the achievement of individual performance objectives, which, for 2025, included capital deployment, ESG initiatives, operational targets and raising equity capital (all in accordance with the Company’s annual business plan) and long-term strategic goals.

Time-Vesting Restricted Stock Awards. We believe that providing our executives with equity incentives will create longer-term alignment with stockholders and further the Company’s objective of meaningful equity ownership in the Company among the Company’s executives, while providing a meaningful retention incentive. As such, our executives are eligible to receive grants of restricted stock under our 2025 Equity Incentive Plan. On August 5, 2025, the compensation committee granted 28,840 shares of restricted stock with a grant date fair value of $1,600,043 (based on the closing trading price of $55.48 on such date) to each of Messrs. Baird and Coke and 13,519 shares of restricted stock with a grant date fair value of $750,034 (based on the closing trading price of $55.48 on such date) to each of Messrs. Cannon and Meyer, in each case in recognition of their cumulative accomplishments and progress on our long-term strategic plan, to provide competitive compensation with our peer companies, and to retain our key executives and align their long-term interests with those of our stockholders. The shares of restricted stock vest with respect to 100% of the shares on the fifth anniversary of the date of grant, subject to the executive’s continued employment with the Company or its subsidiaries through the vesting date. Realized value for such awards increases or decreases based on the increase or decrease in the value of our common stock over the vesting period, further aligning the incentive with stockholder value creation.

Long-Term Incentive Plan. In order to directly align the long-term incentive compensation of our executives with the achievement of superior total returns for our stockholders, and to provide executives with the potential to earn equity awards subject to the long-term performance of our common stock, the compensation committee administers the Company’s Long-Term Incentive Plan, or the Long-Term Incentive Plan. Under the Long-Term Incentive Plan, our executives are granted performance share awards. The targets for the performance share awards are expressed as number of shares of common stock, and the actual award earned is settled in a number of shares of common stock. The actual award that each executive will earn depends on the achievement of the applicable performance criteria over the performance measurement period, as specified below. Generally, performance measurement periods under the Long-Term Incentive Plan run for three calendar years and begin on January 1 of the grant year. These performance-based awards are variable incentive, at-risk awards. The performance goals to achieve any payout are high-reach and formulaic rather than qualitative. No dividends are paid to our executives in respect of these awards during the performance measurement periods.

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The actual number of shares of common stock earned under our Long-Term Incentive Plan for any performance measurement period is determined by our success in attaining or exceeding performance goals linked to each of the following two metrics during the performance measurement period:

The two main performance goals were established to focus our named executive officers on generating superior total stockholder return over time. Our compensation committee believes that achievement of the “target” level of performance of the two main performance goals, i.e., exceeding both applicable indices will require significant effort and substantial progress toward the goals of our strategic plan. If one of the performance goals is achieved at target level, each participating executive will receive an award equal to 50% of their target award attributable to such performance goal for the performance period, with no payout made with respect to the performance goal that did not achieve target level for the performance period. If we achieve the target level for both performance goals, each participating executive will receive an award equal to 100% of their total target award for the performance period and if we do not achieve the target level for both performance goals, no awards will be earned for the performance period. To the extent that our performance exceeds either performance goal by at least 100 basis points per year, each participating executive will receive an award equal to 150% of their target award and, if our performance exceeds both performance goals by at least 100 basis points per year, each participating executive will receive an award equal to 300% of their total target award. If our total stockholder return for the performance measurement period exceeds the compound, annualized percentage return of one of the applicable indices for such period but the excess is less than 100 basis points per annum, the size of awards earned by participants with respect to such index will be determined by linear interpolation. By way of illustration only, if our total stockholder return is 50 basis points per annum in excess of the applicable index, participants will receive an award equal to 150% of the target award attributable to such index. We believe achieving this maximum payout is difficult. In the event that our total stockholder return is negative for any performance period, even if we have outperformed the applicable indices, any incentive compensation earned for that performance period will be reduced by 50%, further aligning pay with stockholder returns.

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The total stockholder return of Terreno Realty Corporation, the FTSE Nareit Equity Industrial Index, and the MSCI U.S. REIT Index (RMS) are listed below. Our compensation committee determined, based on the methodology described above, that the awards associated with the performance measurement periods specified below were earned as follows:

At-Risk Compensation. For 2025, approximately 85% of Messrs. Baird and Coke’s direct compensation was at-risk equity, of which approximately 55% was variable incentive equity based solely on three-year total stockholder return outperformance under the Long-Term Incentive Plan, and approximately 30% was variable incentive equity based on changes in stock price during the restricted stock vesting period.

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Other Elements of Compensation

Retirement Benefits. We maintain a 401(k) retirement plan in which all employees are eligible to participate on the same terms. Under the 401(k) retirement plan, we make contributions of up to 3% of the participant’s annual compensation. Our contributions are 100% vested when made and are subject to applicable IRS limits and regulations.

Deferred Compensation Plan. In November 2019, we adopted the Terreno Realty Corporation Deferred Compensation Plan, or the Deferred Compensation Plan, for the benefit of our officers, independent directors, and other key employees in which participants may elect to defer cash compensation and equity awards. The amounts deferred are not included in the executive’s current taxable income and, therefore, are not currently deductible by us. See “Nonqualified Deferred Compensation” for more information.

Severance Agreements. We are party to a severance agreement with each of Messrs. Baird, Coke, Cannon, and Meyer. A summary of these severance agreements appears in the section of this proxy statement titled, “Payments Upon Termination of Employment and Change of Control.” These agreements provide for various payments and benefits to the executive if his employment with us is terminated in certain circumstances. The circumstances in which payments may be made, and the potential amounts of those payments, are described in more detail below. These agreements are intended to ensure the ongoing commitment and continued attention and dedication of these executive officers to their assigned duties and to the best interest of our stockholders in the event of a change in control or other potential termination events.

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COMPENSATION COMMITTEE REPORT

The undersigned members of the compensation committee of the board of directors of Terreno Realty Corporation submit this report in connection with our review of the Compensation Discussion and Analysis section of this proxy statement for the year ended December 31, 2025.

We have reviewed the Compensation Discussion and Analysis, and have discussed it with management. Based on the reviews and discussions referred to above, we recommended to the board of directors that the Compensation Discussion and Analysis section of this proxy statement be included in this proxy statement.

Members of the Compensation Committee

Gary N. Boston, Chair

LeRoy E. Carlson

Paul J. Donahue, Jr.

Irene H. Oh

Constance von Muehlen

Douglas M. Pasquale

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SUMMARY COMPENSATION TABLE

The table below summarizes the total compensation paid or awarded to each of our named executive officers for 2025, 2024, and 2023. For a more thorough discussion of our executive compensation programs, see “Compensation Discussion and Analysis,” which begins on page 26 of this proxy statement.

Also includes an award of 28,840 shares of restricted stock granted to each of Messrs. Baird and Coke on August 5, 2025, under our 2025 Equity Incentive Plan with a grant date fair value, computed in accordance with FASB ASC Topic 718, of $1,600,043, and an award of 13,519 shares of restricted stock granted to each of Messrs. Cannon and Meyer on August 5, 2025, under our 2025 Equity Incentive Plan with a grant date fair value, computed in accordance with FASB ASC Topic 718, of $750,034. These shares of restricted stock vest with respect to 100% of the shares on the fifth anniversary of the grant date, subject to the executive’s continued employment with the Company or its subsidiaries through the vesting date. This amount reflects the grant date fair value and may not correspond to the actual value that will be realized by the executive. Refer to notes 2 and 10 to our consolidated financial statements in our annual report on Form 10-K for the 2025 fiscal year for a discussion of the relevant assumptions used in calculating the value. For a further description of the award, see the “Outstanding Equity Awards at Fiscal Year End” table below.

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GRANTS OF PLAN-BASED AWARDS

The table below contains information regarding each grant of a plan-based award made to each of our named executive officers during 2025.

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

The table below contains information regarding outstanding equity awards held by each of our named executive officers as of December 31, 2025.

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STOCK VESTED TABLE

The following table sets forth the number of shares of common stock that vested, and the aggregate dollar value realized as a result of the vesting of restricted stock during fiscal year 2025 with respect to our named executive officers.

NONQUALIFIED DEFERRED COMPENSATION

Under the Deferred Compensation Plan, a select group of management may defer receipt of certain cash and equity-based compensation. Participants in the Deferred Compensation Plan who are employees may defer all or a portion of their annual base salaries and their annual cash bonuses. Employee participants may defer all or a portion of any performance share awards that they receive under our Long-Term Incentive Plan and 2025 Equity Incentive Plan, subject to certain restrictions. Dividends paid, if any, on deferred equity awards will also be deferred under the Deferred Compensation Plan. Any amounts deferred are not included in the executive’s current taxable income and, therefore, are not currently deductible by us until paid. The Company has established a “rabbi trust,” or Rabbi Trust, that is overseen by an independent trustee to match its liabilities to the participants under the Deferred Compensation Plan with equivalent assets and thereby limit market risk. The trustee of the Rabbi Trust makes investments of the deferred cash amounts to closely track the investments chosen by the participant.

Generally, distributions under the Deferred Compensation Plan will be paid, in the form of payment designated by the participant, upon separation from service for any reason including death and retirement (or six months thereafter, in the case of any participant who is a “specified employee” within the meaning of Code Section 409A). Distributions may be paid either (i) as a lump sum payment or (ii) in annual installments over a five-year or ten-year period. Participants designate their form of payment at the time of their initial deferral election and may not modify the form of payment designated in such election.

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The following table shows activity under the Deferred Compensation Plan during the year ended December 31, 2025.

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PAYMENTS UPON TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL

Severance agreements that we have entered into with our named executive officers require us to make certain payments and provide certain benefits to them in the event of a termination of their employment under certain circumstances, including following a change of control of our company. This section provides a discussion of those payments and benefits, along with certain other terms of those agreements.

Severance Agreements. We have entered into severance agreements with Messrs. Baird and Coke. Under the severance agreements, in the event we terminate the named executive officer’s employment without “cause” or the executive resigns for “good reason” (as each term is defined in the executive’s respective severance agreement), the executive will be entitled to receive, subject to the executive’s execution of a general release of claims, a cash severance payment that is equal to the sum of (i) the executive’s then-current annual base salary and (ii) the target value of his outstanding awards under the Long-Term Incentive Plan with a performance measurement period that has not ended as of the executive’s date of termination, and all of the executive’s time-based restricted stock awards will fully vest. If such termination occurs within 12 months following a “change in control” (as defined in the respective severance agreement) of the Company, the cash severance payment that the executive will be entitled to receive is equal to two times the sum of (i) the executive’s then-current annual base salary and (ii) the greater of the target value and the calculated value as of the date upon which the change in control occurred of his outstanding awards under the Long-Term Incentive Plan with a performance measurement period that had not ended as of the change in control, with the change in control date being deemed the last day of the performance measurement period. In the case of such a change in control, the calculated value of each such outstanding award under the Long-Term Incentive Plan will be determined, if applicable, using a closing stock price (as defined under the Long-Term Incentive Plan) that is equal to the fair market value, as determined by the compensation committee, of the total consideration paid or payable for one share of our common stock in the transaction resulting in the change in control. In addition, if we terminate the executive’s employment without “cause” or the executive resigns for “good reason,” the executive will be eligible to continue to participate, subject to his copayment of premium amounts at the active-employee rate, in the Company’s group health, dental, and vision programs for a period of 18 months following his termination.

We also have severance agreements with Messrs. Cannon and Meyer, that provide that, in the event we terminate the named executive officer’s employment without “cause” or the executive resigns for “good reason” (as each term is defined in the executive’s respective severance agreement), the executive will be entitled to receive, subject to the executive’s execution of a general release of claims, a cash severance payment equal to the sum of (i) the executive’s then-current annual base salary and (ii) the target value of his outstanding awards under the Long-Term Incentive Plan with a performance measurement period that has not ended as of the executive’s date of termination, and all of the executive’s time-based restricted stock awards will fully vest. If such termination occurs within 12 months following a “change in control” (as defined in the respective severance agreement) of the Company, the cash severance payment that the executive will be entitled to receive is equal to one times, the sum of (i) the executive’s then-current annual base salary and (ii) the greater of the target value and the calculated value as of the date upon which the change in control occurred of his outstanding awards under the Long-Term Incentive Plan with a performance measurement period that had not ended as of the change in control, with the change in control date being deemed the last day of the performance measurement period. In the case of such a change in control, the calculated value of each such outstanding award under the Long-Term Incentive Plan will be determined, if applicable, using a closing stock price (as defined under the Long-Term Incentive Plan) that is equal to the fair market value, as determined by the compensation committee, of the total consideration paid or payable for one share of our common stock in the transaction resulting in the change in control. In addition, if we terminate the executive’s employment without “cause” or the executive resigns for “good reason,” the executive will be eligible to continue to participate, subject to his copayment of premium amounts at the active-employee rate, in the Company’s group health, dental, and vision programs for a period of 18 months following his termination.

The severance agreements with each of our named executive officers also provide that if the executive’s employment is terminated on account of his death or disability, he (or his estate in the case of death) is entitled to

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receive a cash payment equal to the sum of the target value of each of his outstanding awards under the Company’s Long-Term Incentive Plan with a performance measurement period that has not ended as of the executive’s date of termination, subject to the executive’s execution of a general release of claims in the case of a termination due to disability.

Additionally, each named executive officer has agreed not to solicit our employees to leave their employment with us or to solicit any customer or supplier to terminate or otherwise modify adversely its business relationship with us, in each case during his term of employment and for 12 months after the termination of his employment for any reason.

No payments will be made to compensate any named executive officer for additional taxes, if any, imposed under Section 4999 of the Code for receipt of excess parachute payments.

The following table sets forth the amounts that would have been realized by our named executive officers (i) upon death or disability, (ii) in the event of a termination by us without “cause” or by the executive for “good reason” other than in connection with a “change in control,” and (iii) in the event of a termination by us without “cause” or by the executive for “good reason” within 12 months after a “change in control,” in each case, occurring as of December 31, 2025.

Cost of Termination Under Severance Agreements

As of December 31, 2025

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PAY RATIO DISCLOSURE

The information presented below is the ratio of the annual total compensation of our principal executive officer (“PEO”) to the annual compensation of our median employee (excluding our PEO). In light of the fact that Messrs. Baird and Coke are both Co-Founders of the Company, run the Company jointly, and are compensated the same, it is important to us to treat them both as the PEO for purposes of this disclosure. We believe that including one of them in the employee group would artificially skew the pay ratio downwards and

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not accurately depict what we believe to be a fair representation of the equitability of pay within our company. As set forth in the table below, the ratio of our PEO pay to median employee pay for the 2025 fiscal year was 17.2 to 1.

As permitted by SEC rules, we used the same median employee to calculate our fiscal year 2025 pay ratio that we used to calculate our fiscal year 2024 pay ratio, as we believe there have been no changes in our employee population or compensation arrangements that could result in a significant change to our pay ratio disclosure for fiscal year 2025. To identify such median employee for our fiscal year 2024 pay ratio:

To calculate the annual compensation of the median employee in accordance the requirements of Item 402(c)(2)(x) of Regulation S-K, we added together all of the elements of such median employee’s compensation for fiscal year 2025, which resulted in annual total compensation of $314,660. With respect to our PEOs, we used the annual total compensation as reported in the “Total” column of the “Summary Compensation Table” of this proxy statement.

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SECURITY OWNERSHIP

The table below sets forth, as of March 6, 2026, the number of shares of our common stock which were owned beneficially by:

Unless otherwise indicated, the address of each of the individuals listed in the table is c/o Terreno Realty Corporation, 10500 NE 8th Street, Suite 1910, Bellevue, WA 98004.

The number of shares beneficially owned by each individual or group is based upon information in documents filed by such person with the SEC. Percentage ownership in the following table is based on 106,256,445 shares of common stock outstanding as of the close of business on March 6, 2026. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or dispositive power with respect to the securities.

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STOCKHOLDER PROPOSALS

Our bylaws currently provide that in order for a stockholder to nominate a candidate for election as a director at an annual meeting of stockholders or propose business for consideration at such meeting, written notice accompanied by the information and other materials specified in our bylaws generally must be delivered to our corporate secretary not later than the close of business on the 120th day, and not earlier than the 150th day, prior to the first anniversary of the date of the notice for the preceding year’s annual meeting. Accordingly, a stockholder nomination or proposal intended to be considered at the 2027 annual meeting of stockholders, but not included in our proxy statement, generally must be received by our corporate secretary after October 21, 2026 and prior to 5:00 p.m., Eastern Time, the close of business, on November 20, 2026. If the 2027 annual meeting of stockholders is scheduled to take place before April 5, 2027 or after June 4, 2027, then notice must be delivered no earlier than the 150th day prior to the 2027 annual meeting of stockholders and not later than the close of business on the later of the 120th day prior to the 2027 annual meeting of stockholders or the tenth day following the day on which public announcement of the date of the 2027 annual meeting of stockholders is first made by the Company. If the number of directors to be elected at the 2027 annual meeting of stockholders is increased, and there is no public announcement of such increase before November 10, 2026, then notice of nominees for any new positions created by such increase must be delivered not later than 5:00 p.m., Eastern Time, the close of business, on the later of November 10, 2026 and the tenth day after the day on which public announcement of such increase is first made by the Company.

The date by which we must receive stockholder proposals for inclusion in the proxy materials relating to the 2027 annual meeting of stockholders, or for presentation at such meeting, is November 20, 2026. Stockholder proposals must comply with all of the applicable requirements set forth in the rules and regulations of the SEC,

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including Rule 14a-8. Additionally, the notice of a nomination must also set forth the information required by Rule 14a-19 under the Exchange Act. Our board of directors will review any stockholder proposals that are timely submitted and will determine whether such proposals meet the criteria for inclusion in the proxy solicitation materials or for consideration at the 2027 annual meeting.

Stockholder proposals or nominations and other materials required by our bylaws or the Exchange Act should be mailed to the attention of our corporate secretary, and copies of the advance notification requirements may be obtained from our corporate secretary at 10500 NE 8th Street, Suite 1910, Bellevue, WA 98004. A copy of our bylaws may be obtained from our corporate secretary by written request to the same address.

2025 ANNUAL REPORT

Copies of our 2025 Annual Report, financial statements and Form 10-K for the year ended December 31, 2025, as filed with the SEC, may be obtained without charge by contacting Terreno Realty Corporation – Investor Relations, 10500 NE 8th Street, Suite 1910, Bellevue, WA 98004.

OTHER MATTERS

Our board of directors knows of no other matters that may properly be presented for stockholder action at the 2026 annual meeting of stockholders, other than procedural matters relating to the proposals disclosed in this proxy statement. If any other matters are properly presented at the meeting for action, the persons named in the proxies will vote upon such matters in accordance with their discretion.

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SCAN TO VIEW MATERIALS & VOTE w TERRENO REALTY CORPORATION 10500 NE 8TH STREET, SUITE 1910 VOTE BY INTERNET—www.proxyvote.com or scan the QR Barcode above BELLEVUE, WA 98004 Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on May 4, 2026. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE—1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on May 4, 2026. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V86355-P45269 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY TERRENO REALTY CORPORATION The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees: For Against Abstain The Board of Directors recommends you vote FOR the 1a. W. Blake Baird ! ! ! following proposals: For Against Abstain 2. Adoption of a resolution to approve, on a non-binding 1b. Michael A. Coke ! ! ! advisory basis, the compensation of certain executives, ! ! ! as more fully described in the proxy statement. 1c. Gary N. Boston ! ! ! 3. Ratification of the appointment of Ernst & Young LLP as ! ! ! our independent registered certified public accounting firm for the 2026 fiscal year. 1d. LeRoy E. Carlson ! ! ! 1e. Paul J. Donahue, Jr. ! ! ! NOTE: Such other business as may properly come before the meeting or any adjournment thereof. 1f. Irene H. Oh ! ! ! 1g. Constance von Muehlen ! ! ! 1h. Douglas M. Pasquale ! ! ! Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and 2025 Annual Report, including Form 10-K are available at www.proxyvote.com V86356-P45269 TERRENO REALTY CORPORATION Proxy for 2026 Annual Meeting of Stockholders May 5, 2026 8:00 AM, Pacific Time Proxy Solicited by the Board of Directors of Terreno Realty Corporation for the 2026 Annual Meeting of Stockholders to be held on May 5, 2026. The undersigned stockholder of Terreno Realty Corporation, a Maryland corporation, signing on the reverse side of this proxy card, hereby appoints W. Blake Baird and Michael A. Coke, and each of them, as proxies of the undersigned, with full power of substitution in each of them, to attend the 2026 Annual Meeting of Stockholders to be held at Terreno Realty Corporation, 10500 NE 8th Street, Suite 1910, Bellevue, WA 98004 on Tuesday, May 5, 2026 at 8:00 a.m., local time, and at any adjournments or postponements of the meeting, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at such meeting and otherwise to represent the undersigned at such meeting with all power possessed by the undersigned if personally present at the meeting. The undersigned stockholder hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders with respect to such meeting, the proxy statement and the 2025 annual report and revokes any proxy heretofore given with respect to such meeting. When properly executed, the votes to be cast by the undersigned will be cast in the manner directed by the undersigned stockholder. If this proxy is properly executed but no direction is given, this proxy will be voted FOR the election of all of the nominees listed in Proposal 1 and FOR Proposals 2 and 3. The Board of Directors unanimously recommends a vote FOR all of the nominees listed in Proposal 1 and FOR Proposals 2 and 3. Continued and to be signed on reverse side