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2026-06-09
2026-06-09
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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):
June 9, 2026
Acadia Realty Trust
(Exact name of registrant as specified in its
charter)
| Maryland |
|
1-12002 |
|
23-2715194 |
| (State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
411
Theodore Fremd Avenue
Suite
300
Rye,
New York 10580
(Address of principal
executive offices) (Zip Code)
(914) 288-8100
(Registrant’s telephone
number, including area code)
(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)) |
Title of class of registered
securities |
|
Trading
symbol |
|
Name of exchange on which
registered |
| Common shares of beneficial interest, par value $0.001 per share |
|
AKR |
|
The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ¨
On June 9, 2026, Acadia Realty Trust (the “Company”)
and its operating partnership, Acadia Realty Limited Partnership (the “Operating Partnership”), entered into an underwriting
agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Jefferies LLC, Truist Securities, Inc. and Wells Fargo
Securities, LLC, in their capacity as underwriters and/or forward sellers, as applicable (collectively, the “Underwriters”),
and Bank of America, N.A., Jefferies LLC, Truist Bank and Wells Fargo Bank, National Association, in their capacity as forward purchasers
(collectively, the “Forward Purchasers”), relating to the offer and sale (the “Offering”) of 9,000,000 common
shares of beneficial interest, par value $0.001 per share (“Common Shares”), of the Company by the Underwriters in connection
with the forward sale agreements described below. The Underwriters were granted an option to purchase up to an additional 1,350,000 Common
Shares within 30 days from June 9, 2026. The Company will not initially receive any proceeds from the sale of the Common Shares
by the Underwriters. The Underwriting Agreement contains customary representations, warranties and covenants among the parties.
In connection with the Offering, on June 9, 2026,
the Company also entered into separate forward sale agreements (collectively, the “Forward Sale Agreements”) with each of
the Forward Purchasers. On the same day, the Forward Purchasers borrowed from third parties and sold to the Underwriters an aggregate
of 9,000,000 Common Shares (subject to increase if the Underwriters exercise their option to purchase additional shares). The Company
expects to physically settle the Forward Sale Agreements and receive proceeds, subject to certain adjustments, from the sale of the Common
Shares upon one or more such physical settlements no later than June 9, 2027. Although the Company expects to settle the Forward Sale
Agreements entirely by the physical delivery of Common Shares for cash proceeds, the Company may also elect to cash settle or net share
settle all or a portion of its obligations under the Forward Sale Agreements, in which case, the Company may not receive any proceeds,
and the Company may owe cash or Common Shares to the Forward Purchasers.
Assuming full physical settlement of the Forward
Sale Agreements at an initial forward sale price of $21.80 per share (which is the price at which the Underwriters agreed to buy the Common
Shares), the Company expects to receive net proceeds of approximately $195.6 million (or approximately $225.0 million if the Underwriters
exercise their option to purchase additional Common Shares in full), after deducting estimated expenses related to the Forward Sale Agreements
and the Offering. The initial forward sale price is subject to certain adjustments pursuant to the terms of the Forward Sale Agreements.
The Forward Sale Agreements are subject to early termination or settlement under certain circumstances.
The Company will contribute the net proceeds it
receives upon the settlement of the Forward Sale Agreements to the Operating Partnership, which intends to use the net proceeds to fund
acquisition opportunities arising in the Company’s existing street portfolio markets and/or for other general corporate purposes,
which may include the repayment of outstanding indebtedness, working capital and other general corporate purpose activities. Pending such
usage, the Operating Partnership expects to invest the net proceeds in short-term instruments.
The Offering was made pursuant to the Company’s
effective shelf registration statement on Form S-3 (Registration No. 333-275356) filed with the Securities and Exchange Commission on
November 7, 2023, and a prospectus supplement dated June 9, 2026.
The closing of the Offering occurred on June 11,
2026. The foregoing description of the Underwriting Agreement and the Forward Sale Agreements does not purport to be complete and is qualified
in its entirety by reference to the exhibits filed with this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
Number |
Description |
| |
|
| 1.1 |
Underwriting Agreement, dated as of June 9, 2026, by and among Acadia Realty Trust, Acadia Realty Limited Partnership, and BofA Securities, Inc., Jefferies LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, in their capacity as underwriters and/or forward sellers, and Bank of America, N.A., Jefferies LLC, Truist Bank and Wells Fargo Bank, National Association, in their capacity as forward purchasers |
| 1.2 |
Forward Sale Agreement, dated June 9, 2026, between the Company and Bank of America, N.A. |
| 1.3 |
Forward Sale Agreement, dated June 9, 2026, between the Company and Jefferies LLC |
| 1.4 |
Forward Sale Agreement, dated June 9, 2026, between the Company and Truist Bank |
| 1.5 |
Forward Sale Agreement, dated June 9, 2026, between the Company and Wells Fargo Bank, National Association |
| 5.1 |
Opinion of Venable LLP |
| 23.1 |
Consent of Venable LLP (included in Exhibit 5.1) |
| 104 |
Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| |
ACADIA REALTY TRUST |
| Dated: June 11, 2026 |
|
| |
|
|
| |
By: |
/s/ John Gottfried |
| |
Name: |
John Gottfried |
| |
Title: |
Executive Vice President and Chief Financial Officer |
