Ernest Rady group boosts AAT (NYSE: AAT) stake and signs voting support pact

Rhea-AI Filing Summary

American Assets Trust, Inc. major shareholder Ernest S. Rady and affiliated entities filed Amendment No. 10 to their Schedule 13D, updating ownership and governance terms.

The group now reports aggregate beneficial ownership for Ernest S. Rady of 28,303,096 shares, representing 37.1% of the common stock on an as-converted basis that includes operating partnership units. Since the prior amendment, they purchased 690,023 shares for aggregate consideration of $14,188,013, mainly through open-market transactions.

The company’s board increased the charter ownership exemption to allow the group to beneficially or constructively own up to 21.9% of outstanding shares, while a new Voting Support Agreement requires special handling of votes on shares above 19.9%. Above that threshold, votes must either mirror other stockholders in non-contested meetings or follow board recommendations in contested meetings, under an irrevocable proxy granted to the company.

Insights

Governance & Activism Analyst

Large insider holder increases stake and accepts tight voting controls above 19.9%.

Ernest S. Rady and related entities report beneficial ownership of 28,303,096 shares, or 37.1% of American Assets Trust’s common stock on an as-converted basis. They bought 690,023 shares for $14,188,013 since the prior amendment, signaling continued capital commitment to the issuer’s equity.

The board raised the ownership exemption to 21.9%, but a Voting Support Agreement limits how shares above 19.9% can be voted. For non-contested meetings, those excess shares must abstain or mirror other stockholders’ proportions; for contested meetings, they must follow board recommendations or abstain where the board is silent.

An irrevocable proxy in favor of the company covers these "Subject Shares," centralizing effective control of votes above the 19.9% level. This structure allows high economic exposure while constraining effective voting power, and any future strategic actions by this holder will operate within these ownership and voting caps as described.

Key Figures

Recent shares purchased since prior amendment: 690,023 shares Aggregate consideration for new purchases: $14,188,013 Rady beneficial ownership: 28,303,096 shares +5 more

8 metrics

Recent shares purchased since prior amendment 690,023 shares Aggregate purchases since Amendment No. 9

Aggregate consideration for new purchases $14,188,013 Cost of 690,023 shares, excluding commissions

Rady beneficial ownership 28,303,096 shares Aggregate amount beneficially owned by Ernest S. Rady

Rady ownership percentage 37.1% Percent of class based on 76,220,926 shares

Charter ownership exemption 21.9% Maximum beneficial or constructive ownership allowed by board exemption

Unrestricted voting threshold 19.9% Shares above this level subject to Voting Support Agreement rules

Shares acquired last 60 days 440,023 shares Open-market purchases before May 27, 2026

Shares outstanding baseline 61,390,936 shares Outstanding as of May 1, 2026 from Form 10-Q

Key Terms

beneficially owned, Voting Support Agreement, ownership limitation, operating partnership ("OP Units"), +2 more

6 terms

beneficially owned financial

"relating to the shares of common stock ... beneficially owned by the Reporting Persons"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Voting Support Agreement regulatory

"entered into a Voting Support Agreement, dated as of May 11, 2026"

A voting support agreement is a written promise by major shareholders or stakeholders to vote their shares a specific way on a planned corporate action, such as a merger or management slate. It matters to investors because it increases the likelihood that the action will pass — like a group of neighbors agreeing in advance to back a local project — which reduces deal uncertainty but can also concentrate control and limit minority influence.

ownership limitation regulatory

"exemption to the ownership limitations in the Company's charter described in Item 4"

operating partnership ("OP Units") financial

"common units of the Company's operating partnership ("OP Units") owned by Mr. Rady and his affiliates"

Contested Meeting regulatory

"any meeting at which any person or persons other than the Board have solicited proxies (a "Contested Meeting")"

irrevocable proxy regulatory

"have also irrevocably appointed the Company ... as the proxy for the Reporting Persons"

An irrevocable proxy is a legal authorization in which a shareholder gives another person or entity the permanent right to vote their shares and cannot later take that voting permission back. It matters to investors because it locks who controls voting power on key issues—like board elections, mergers, or major policy changes—so it can change corporate control and influence the value or direction of an investment much like handing someone an unchangeable voting card.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 05/27/2026 - 04:47 PM Accepted by SEC EDGAR 05/27/2026 - 04:47 PM Learn about SEC filing dates

FAQ

How much of American Assets Trust (AAT) does Ernest S. Rady now beneficially own?

Ernest S. Rady reports beneficial ownership of 28,303,096 shares, equal to 37.1% of the common stock on an as-converted basis that assumes his operating partnership units are exchanged into shares and no other holders convert.

How many American Assets Trust (AAT) shares did the Rady group recently buy and for how much?

Since the prior amendment, the reporting group purchased 690,023 shares of American Assets Trust for aggregate consideration of $14,188,013 excluding commissions, funded from the sources listed in the cover pages, largely through open-market transactions over multiple trading days.

What is the new ownership limit for the Rady group in American Assets Trust (AAT)?

The board increased the exemption from charter limits, allowing the Rady reporting group to beneficially or constructively own up to 21.9% of outstanding shares, measured by value or number of shares, whichever is more restrictive, while separate voting restrictions apply above 19.9%.

How does the Voting Support Agreement affect the Rady group’s voting power in AAT?

For shares pushing their stake above 19.9%, the group must either abstain or vote in proportion to other stockholders at regular meetings, and follow the board’s recommendations in contested meetings, under an irrevocable proxy granted to the company for these subject shares.

How many shares of American Assets Trust (AAT) were acquired by the Rady group in the last 60 days?

During the 60 days before May 27, 2026, the reporting persons acquired 440,023 shares in a series of open-market transactions, with weighted average purchase prices generally around $21–$23 per share, executed by entities such as Rady Foundation and ERT.

What share count did the Rady filing use to calculate its ownership percentage in American Assets Trust (AAT)?

The reported 37.1% ownership for Ernest S. Rady is based on 76,220,926 shares, combining 61,390,936 shares outstanding as of May 1, 2026 and 14,829,990 operating partnership units assumed exchanged into common shares.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)

American Assets Trust, Inc.

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

024013104

(CUSIP Number)

Ernest Rady
3420 Carmel Mountain Road, Suite 100
San Diego, CA, 92121
858-350-2600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/11/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 024013104

1

Name of reporting person

American Assets, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CALIFORNIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 7,376,603.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 7,376,603.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

7,376,603.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.1 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 024013104

1

Name of reporting person

Ernest Rady Trust U/D/T March 10, 1983

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CALIFORNIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 26,739,289.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 26,924,536.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

26,924,536.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

35.3 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 024013104

1

Name of reporting person

Ernest S. Rady

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 28,117,846.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 28,303,096.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

28,303,096.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

37.1 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01
(b)	Name of Issuer: American Assets Trust, Inc.
(c)	Address of Issuer's Principal Executive Offices: 3420 Carmel Mountain Road, Suite 100, San Diego, CALIFORNIA , 92121.
Item 1 Comment: This Amendment No. 10 to Schedule 13D (this "Tenth Amendment") amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the "SEC") on January 20, 2011 (as amended to date, the "Schedule 13D"), relating to the shares of common stock, par value $0.01 per share (the "Shares"), of American Assets Trust, Inc., a Maryland corporation (the "Company"), beneficially owned by the Reporting Persons. Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	The information in Item 3 is hereby amended and supplemented as follows: Since Amendment No. 9 to Schedule 13D was filed on April 15, 2025, the Reporting Persons have purchased 690,023 Shares for aggregate consideration of $14,188,013 (excluding brokerage commissions) using the source of funds described in Row 4 of the cover pages hereof.
Item 4.	Purpose of Transaction
	The information in Item 4 is hereby amended and supplemented as follows: Ownership Limit Increase and Voting Agreement On May 11, 2026, the Company's board of directors (the "Board") increased the exemption previously granted to the Reporting Persons to allow the Reporting Persons to beneficially or constructively own, in the aggregate, up to 21.9% (in value or in number, whichever is more restrictive) of the outstanding Shares. In connection therewith, the Reporting Persons and the Company entered into a Voting Support Agreement, dated as of May 11, 2026 (the "Voting Agreement"), pursuant to which the Reporting Persons agreed to certain voting restrictions with respect to Shares owned by the Reporting Persons that cause the aggregate actual or beneficial ownership of Shares by the Reporting Persons to exceed 19.9% (in value or in number, whichever is more restrictive) of the outstanding Shares (the "Subject Shares"), including: 1. In any meeting that is not a Contested Meeting (as defined below), the Reporting Persons are required to either (i) abstain from voting the Subject Shares on each matter or (ii) vote all Subject Shares in the same respective proportions as directed by all stockholders other than the Reporting Persons in proxies received by the Company at the time of the commencement of the meeting, as reasonably determined by the Company. 2. In any meeting at which any person or persons other than the Board have solicited proxies (a "Contested Meeting"), the Reporting Persons are required to vote all Subject Shares in accordance with the recommendation of the Board and to abstain from voting on any matter upon which the Board has made no recommendation. Under the Voting Agreement, the Reporting Persons have also irrevocably appointed the Company and any designee of the Company as the proxy for the Reporting Persons, with full power of substitution and resubstitution, to attend all meetings of the Company's stockholders and to cast on behalf of the Reporting Persons all votes that the Reporting Persons are entitled to cast with respect to the Subject Shares in accordance with the voting restrictions described above. The proxy is irrevocable and coupled with an interest. For the avoidance of doubt, the Voting Agreement does not restrict or limit the right of the Reporting Persons to vote in their sole and absolute discretion on any matter submitted to a vote of the Company's stockholders with respect to Shares beneficially owned by them that do not exceed 19.9% of the outstanding Shares. The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by the full text of such agreement, which is attached as an exhibit to this Schedule 13D and is incorporated herein by reference. Transactions Item 5(c) provides disclosure with regard to the Transactions (as defined below) and is incorporated herein by reference. General The Reporting Persons acquired the securities described in this Schedule 13D for investment purposes and they intend to review their investments in the Company on a continuing basis. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons' review of numerous factors, including, but not limited to: an ongoing evaluation of the Company's business, financial condition, operations and prospects; price levels of the Company's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. Subject to the ownership limitations in the Company's charter and exemptions provided by the Board, the Reporting Persons may acquire additional securities of the Company in the open market, in privately negotiated transactions or otherwise. In addition, the Reporting Persons, including Mr. Rady in his position as Executive Chairman of the Board of the Company, may engage in discussions with management, the Board, other securityholders of the Company and other relevant parties, or encourage, cause or seek to cause the Company or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or take-private transaction that could result in the de-listing or de-registration of the Shares; security offerings and/or stock repurchases by the Company; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Company; or other material changes to the Company's business or corporate structure, including changes in management or the composition of the Board. To facilitate their consideration of such matters, the Reporting Persons may retain consultants and advisors and may enter into discussions with potential sources of capital and other third parties. The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements. The Reporting Persons will likely take some or all of the foregoing steps at preliminary stages in their consideration of various possible courses of action before forming any intention to pursue any particular plan or direction. Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety by inserting the following information: The information contained on the cover pages is incorporated by reference into this Item 5(a). The percentage on the cover page for Ernest S. Rady is based upon 76,220,926 Shares outstanding (the sum of 61,390,936 Shares outstanding as of May 1, 2026, as reported by the Company in its Quarterly Report on Form 10-Q for the period ended March 31, 2026 ("Form 10-Q") as filed with the SEC on May 1, 2026, and 14,829,990 common units of the Company's operating partnership ("OP Units") owned by Mr. Rady and his affiliates, and assuming that (1) OP Units beneficially owned by Mr. Rady are exchanged for Shares, regardless of whether such OP Units are currently exchangeable and (2) no other party's OP Units are converted). The percentage on the cover page for ERT is based upon 76,220,926 Shares outstanding (the sum of 61,390,936 Shares outstanding as of May 1, 2026, as reported by the Company in its Form 10-Q as filed with the SEC on May 1, 2026, and 14,829,990 OP Units owned by ERT and its affiliates, and assuming that (1) OP Units beneficially owned by ERT are exchanged for Shares, regardless of whether such OP Units are currently exchangeable and (2) no other party's OP Units are converted). The percentage on the cover page for American Assets, Inc. is based upon 66,500,517 Shares outstanding (the sum of 61,390,936 Shares outstanding as of May 1, 2026, as reported by the Company in its Form 10-Q as filed with the SEC on May 1, 2026, and 5,109,581 OP Units owned by American Assets, Inc. and its affiliates, and assuming that (1) OP Units beneficially owned by American Assets, Inc. are exchanged for Shares, regardless of whether such OP Units are currently exchangeable and (2) no other party's OP Units are converted). The percentage of class reported herein does not reflect the ownership limitation of 21.9% in value or in number of shares, whichever is more restrictive, of the Company's outstanding Shares, based on the Board's grant of an exemption to the ownership limitations in the Company's charter described in Item 4. Subject to the Voting Agreement, the Reporting Persons retain sole voting discretion over Shares beneficially owned up to 19.9% of the Company's outstanding Shares (ownership limitations as defined in the Company's charter); voting of any Shares above 19.9% is subject to the Voting Agreement's voting restrictions.
(b)	Item 5(b) of the Schedule 13D is hereby amended and restated in its entirety by inserting the following information: The information contained on the cover pages is incorporated by reference into this Item 5(b). The amount of securities reported herein for Ernest S. Rady includes (i) 8,352,188 Shares and 9,720,409 OP Units held by ERT, for which Mr. Rady is the trustee; (ii) 2,267,022 Shares and 5,107,577 OP Units held by American Assets, Inc., which is directly controlled by Mr. Rady; (iii) 2,004 OP Units held by ICW Group Holdings, Inc., which is directly controlled by Mr. Rady; (iv) 1,275,336 Shares held by Insurance Company of the West, which is directly controlled by Mr. Rady; (v) 200,000 Shares held by Explorer Insurance Company, which is directly controlled by Mr. Rady; (vi) 102,859 Shares held by Evelyn Shirley Rady Trust U/D/T March 10, 1983, for which Mr. Rady is the trustee; (vii) 1,209,021 Shares held by Rady Foundation dated August 2, 2002, for which Mr. Rady is the trustee; and (viii) 66,680 shares held in the Ernest Rady IRA. The amount of securities reported herein for ERT includes (i) 8,352,188 Shares and 9,720,409 OP Units held by ERT, (ii) 2,267,022 Shares and 5,107,577 OP Units held by American Assets, Inc., which is controlled by ERT, (iii) 2,004 OP Units held by ICW Group Holdings, Inc., which is indirectly controlled by ERT, (iv) 1,275,336 Shares held by Insurance Company of the West, which is controlled by ERT, and (v) 200,000 Shares held by Explorer Insurance Company, which is controlled by ERT. The amount of securities reported herein for American Assets, Inc. includes (i) 2,267,022 Shares and 5,107,577 OP Units held by American Assets, Inc. and (ii) 2,004 OP Units held by ICW Group Holdings, Inc., which is controlled by American Assets, Inc.
(c)	Item 5(c) of the Schedule 13D is hereby amended and restated in its entirety by inserting the following information: During the sixty days prior to May 27, 2026, the Reporting Persons acquired 440,023 Shares in a series of open-market transactions (the "Transactions"). Details by date and listing the number of Shares acquired, the weighted average price per share and the person executing the transaction are provided below. The Reporting Persons undertake to provide, upon request by the staff of the SEC or the Company, full information regarding the number of shares sold at each separate price for each transaction: May 12, 2026 -Shares Acquired: 14,640 -Weighted Average Price Per Share: $21.01 -By Rady Foundation May 13, 2026 -Shares Acquired: 78,000 -Weighted Average Price Per Share: $20.99 -By Rady Foundation May 14, 2026 -Shares Acquired: 78,000 -Weighted Average Price Per Share: $21.09 -By Rady Foundation May 15, 2026 -Shares Acquired: 29,360 -Weighted Average Price Per Share: $20.79 -By Rady Foundation May 18, 2026 -Shares Acquired: 68,768 -Weighted Average Price Per Share: $21.00 -By ERT May 18, 2026 -Shares Acquired: 2,400 -Weighted Average Price Per Share: $21.00 -By ESRT May 19, 2026 -Shares Acquired: 17,319 -Weighted Average Price Per Share: $21.15 -By ERT May 20, 2026 -Shares Acquired: 4,880 -Weighted Average Price Per Share: $21.32 -By ERT May 21, 2026 -Shares Acquired: 56,656 -Weighted Average Price Per Share: $21.70 -By ERT May 22, 2026 -Shares Acquired: 10,000 -Weighted Average Price Per Share: $22.67 -By ERT May 27, 2026 -Shares Acquired: 80,000 -Weighted Average Price Per Share: $22.56 -By ERT
(d)	Item 5(d) of the Schedule 13D is hereby amended and restated in its entirety by inserting the following information: Ernest S. Rady has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by ERT as reported herein. Ernest S. Rady also has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by American Assets, Inc. as reported herein.
(e)	Item 5(e) of the Schedule 13D is hereby amended and restated in its entirety by inserting the following information: Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and supplemented as follows: Item 4 above summarizes certain provisions of the Voting Agreement and is incorporated herein by reference. A copy of such agreement is attached as an exhibit to this Schedule 13D, and is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is hereby amended and supplemented as follows: Exhibit 2: Voting Support Agreement, dated as of May 11, 2026 (incorporated by reference to Exhibit 1.1 of the Company's Current Report on Form 8-K filed on May 11, 2026).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

American Assets, Inc.

Signature:	Ernest S. Rady
Name/Title:	Ernest S. Rady/ President
Date:	05/27/2026

Ernest Rady Trust U/D/T March 10, 1983

Signature:	Ernest S. Rady
Name/Title:	Ernest S. Rady/ Trustee
Date:	05/27/2026

Ernest S. Rady

Signature:	Ernest S. Rady
Name/Title:	Ernest S. Rady/ President
Date:	05/27/2026