ITEM 8.01. OTHER EVENTS

On November 8, 2021, Terreno Realty Corporation (the "Company") completed the issuance and sale of 3,500,000 shares (the "Firm Shares") of the Company's common stock, par value $0.01 per share (the "Common Stock"), pursuant to an underwriting agreement, dated as of November 4, 2021 (the "Underwriting Agreement"), by and among the Company and Goldman Sachs & Co. LLC and KeyBanc Capital Markets Inc., as representatives of the several underwriters named on Schedule I thereto (the "Underwriters"). The Company granted the Underwriters a 30-day option to purchase up to an additional 525,000 shares of Common Stock (together with the Firm Shares, the "Shares"). The public offering price of the Shares is $74.50 per share.

The offer and sale of the Shares were registered with the Securities and Exchange Commission (the "Commission") pursuant to a registration statement on Form S-3 (File No. 333-252953) (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), which became effective upon filing with the Commission on February 10, 2021.

The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

Additionally, in connection with the filing of the Underwriting Agreement as Exhibit 1.1 to this Current Report on Form 8-K, the Company is filing the opinion and consent of its counsel, Goodwin Procter LLP, regarding the validity of the securities being registered as Exhibits 5.1 and 23.1 hereto, respectively, which are incorporated by reference into the Registration Statement.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS




(d) Exhibits



Exhibit
 Number                                  Description

  1.1*        Underwriting Agreement, dated as of November 4, 2021, by and among
            Terreno Realty Corporation and Goldman Sachs & Co. LLC and KeyBanc
            Capital Markets Inc., as representatives of the several underwriters
            named on Schedule I thereto.

  5.1*        Opinion of Goodwin Procter LLP with respect to the validity of the
            shares.

 23.1*        Consent of Goodwin Procter LLP (contained in its opinion filed as
            Exhibit 5.1 and incorporated herein by reference).

101.SCH*    Inline XBRL Taxonomy Extension Schema Document.

101.CAL*    Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB*    Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*    Inline XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF*    Inline XBRL Taxonomy Extension Definition Linkbase Document.

104*        Cover Page Interactive Data File (formatted as Inline XBRL with
            applicable taxonomy extension information contained in Exhibits
            101.*).




* Filed herewith

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