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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 8-K
_________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
April 1, 2026
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American Assets Trust, Inc.
American Assets Trust, L.P.
(Exact name of registrant as specified in its charter)
_________________________
| | | | | | | | |
| Maryland | 001-35030 | 27-3338708 |
| (American Assets Trust, Inc.) | (American Assets Trust, Inc.) | (American Assets Trust, Inc.) |
| | |
| Maryland | 333-202342-01 | 27-3338894 |
| (American Assets Trust, L.P.) | (American Assets Trust, L.P.) | (American Assets Trust, L.P.) |
(State or other jurisdiction of incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) |
3420 Carmel Mountain Road, Suite 100
San Diego, California 92121
(Address of principal executive offices and Zip Code)
(858) 350-2600
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
_________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | | | | | |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement
On April 1, 2026, American Assets Trust, Inc. (the “Company”) and American Assets Trust, L.P. (the “Operating Partnership”) entered into the Fourth Amended and Restated Credit Agreement (the “Fourth Amended and Restated Credit Agreement”) with the lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, and other entities named therein, which amends and restates the Third Amended and Restated Credit Agreement dated January 5, 2022.
The Fourth Amended and Restated Credit Agreement provides for aggregate, unsecured borrowings of up to $600 million, consisting of a revolving line of credit of $500 million (the “Revolver Loan”) and a term loan of $100 million (the “$100mm Term Loan”).
Borrowings under the Fourth Amended and Restated Credit Agreement bear interest at floating rates equal to, at the Operating Partnership’s option, either (1) the applicable Secured Overnight Financing Rate (“SOFR”) and a spread which ranges from (a) 1.05%-1.50% (with respect to Revolver Loans) and (b) 1.20% to 1.70% (with respect to the $100mm Term Loan), in each case based on the Company’s consolidated total leverage ratio, or (2) a base rate equal to the highest of (a) the prime rate, (b) the federal funds rate plus 50 bps, (c) the Term SOFR Screen Rate with a term of one month plus 100 bps and (d) 1.00%, plus a spread which ranges from (i) 0.05% to 0.50% (with respect to Revolver Loans) and (ii) 0.20% to 0.70% (with respect to the $100mm Term Loan), in each case based on the Company’s consolidated total leverage ratio. Additionally, the Operating Partnership may elect for borrowings to bear interest based on a ratings-based pricing grid as per the Operating Partnership’s then-applicable investment grade debt ratings under the terms set forth in the Fourth Amended and Restated Credit Agreement.
The Fourth Amended and Restated Credit Agreement contains customary and other affirmative covenants, including financial reporting requirements, negative covenants, including maintenance of certain financial requirements, and other customary events of default.
The Revolver Loan initially matures on April 1, 2030, subject to the Operating Partnership’s option to extend the Revolver Loan up to two times, with each such extension for a six-month period. The $100mm Term Loan initially matures on April 1, 2030, subject to the Operating Partnership’s option to extend the $100mm Term Loan one time for a twelve-month period. The foregoing extension options are exercisable by the Operating Partnership subject to the satisfaction of certain conditions.
Certain of the banks and financial institutions that are parties to the Fourth Amended and Restated Credit Agreement and their respective affiliates have in the past provided, are currently providing, and in the future may continue to provide investment banking, commercial banking and other financial services to the Company, the Operating Partnership and their affiliates in the ordinary course of business for which they have received and will receive customary compensation.
The foregoing description of the Fourth Amended and Restated Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Amended and Restated Credit Agreement, which is filed as Exhibit 10.1 hereto, and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant
The terms of the direct financial obligations are summarized in Item 1.01 of this Form 8-K and are incorporated by reference into this Item 2.03.
Item 7.01 Regulation FD Disclosure.
On April 1, 2026, the Company and Operating Partnership issued a press release announcing the Fourth Amended and Restated Credit Agreement. A copy of the press release is attached hereto as Exhibit 99.1. The information contained in Item 7.01 of this Current Report, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for any purposes, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing of the Company and Operating Partnership, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
The following exhibits are filed herewith:
| | | | | | | | |
Exhibit Number | | Exhibit Description |
| 10.1* | | Fourth Amended and Restated Credit Agreement dated April 1, 2026, by and among the Company, the Operating Partnership, Bank of America, N.A., as Administrative Agent, and other entities named therein. |
| 99.1* | | Press release issued by American Assets Trust, Inc. on April 1, 2026. |
* Furnished herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | |
| American Assets Trust, Inc. |
| By: | /s/ Robert F. Barton |
| Robert F. Barton Executive Vice President, CFO |
| April 1, 2026 | | |
| | | | | | | | |
| American Assets Trust, L.P. |
| By: | /s/ Robert F. Barton |
| Robert F. Barton Executive Vice President, CFO |
| April 1, 2026 | | |
EXHIBIT INDEX
| | | | | | | | | | | |
Exhibit Number | Exhibit Description | |
10.1*
| | Fourth Amended and Restated Credit Agreement dated April 1, 2026, by and among the Company, the Operating Partnership, Bank of America, N.A., as Administrative Agent, and other entities named therein. | |
| 99.1* | | Press Release issued by American Assets Trust, Inc. on April 1, 2026. | |
| | | |
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* Furnished herewith
American Assets Trust, Inc. Increases Revolving Line of Credit to $500 Million and Extends Maturity Date in Its Fourth Amended and Restated Credit Agreement
Company Release – APRIL 1, 2026
SAN DIEGO –American Assets Trust, Inc. (NYSE:AAT) (the “Company”) announced today that it has amended and restated its existing credit agreement.
The credit agreement was amended and restated to, among other things, (1) increase the revolving line of credit from $400 million to $500 million, (2) extend the maturity date of the restated $500 million revolving line of credit to April 1, 2030 (with two, six-month extension options) and (3) extend the maturity date of the $100 million term loan included as part of the credit agreement to April 1, 2030 (with one, twelve-month extension option).
Additional information regarding the Fourth Amended and Restated Credit Agreement can be found in the Company’s Form 8-K filed on April 1, 2026 with the Securities and Exchange Commission.
About American Assets Trust, Inc.
American Assets Trust, Inc. is a full service, vertically integrated and self-administered real estate investment trust, or REIT, headquartered in San Diego, California. The Company has over 55 years of experience in acquiring, improving, developing and managing premier office, retail and residential properties throughout the United States in some of the nation’s most dynamic, high-barrier-to-entry markets primarily in Southern California, Northern California, Washington, Oregon, Texas and Hawaii. The Company's office portfolio comprises approximately 4.3 million square feet, and its retail portfolio comprises approximately 2.4 million rentable square feet. In addition, the Company owns one mixed-use property (including approximately 94,000 rentable square feet of retail space and a 369-room all-suite hotel) and 2,302 multifamily units. In 2011, the Company was formed to succeed to the real estate business of American Assets, Inc., a privately held corporation founded in 1967 and, as such, has significant experience, long-standing relationships and extensive knowledge of its core markets, submarkets and asset classes. For additional information, please visit www.americanassetstrust.com.
Forward Looking Statements
This press release may contain forward-looking statements within the meaning of the federal securities laws, which are based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: adverse economic or real estate developments in our markets; defaults on, early terminations of or non-renewal of leases by tenants, including significant tenants; decreased rental rates or increased vacancy rates; our failure to generate sufficient cash flows to service our outstanding indebtedness; fluctuations in interest rates and increased operating costs; our failure to obtain necessary outside financing; our inability to develop or redevelop our properties due to market conditions; investment returns from our developed properties may be less than anticipated; general economic conditions, including the impact of tariffs and other trade restrictions; the potential impact of a prolonged government shutdown; financial market fluctuations; risks that affect the general office, retail, multifamily and mixed-use environment; the competitive environment in which we operate; system failures or security incidents through cyberattacks; the impact of epidemics, pandemics, or other outbreaks of illness, disease or virus and the actions taken by government authorities and others related thereto, including the ability of our company, our properties and our tenants to operate; difficulties in identifying properties to acquire and completing acquisitions; our failure to successfully operate acquired properties and operations; risks related to joint venture arrangements; potential litigation; difficulties in completing dispositions;
conflicts of interests with our officers or directors; lack or insufficient amounts of insurance; environmental uncertainties and risks related to adverse weather conditions and natural disasters; other factors affecting the real estate industry generally; limitations imposed on our business and our ability to satisfy complex rules in order for American Assets Trust, Inc. to continue to qualify as a REIT, for U.S. federal income tax purposes; and changes in governmental regulations or interpretations thereof, such as real estate and zoning laws and increases in real property tax rates and taxation of REITs. While forward-looking statements reflect the company's good faith beliefs, assumptions and expectations, they are not guarantees of future performance. For a further discussion of these and other factors that could cause the company's future results to differ materially from any forward-looking statements, see the section entitled “Risk Factors” in the company's most recent annual report on Form 10-K, and other risks described in documents subsequently filed by the company from time to time with the Securities and Exchange Commission. The company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes.
Source: American Assets Trust, Inc.
Investor and Media Contact:
American Assets Trust
Robert F. Barton
Executive Vice President and Chief Financial Officer
858-350-2607