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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):
February 25, 2026
ALEXANDRIA REAL ESTATE EQUITIES, INC.
(Exact name of registrant as specified in its
charter)
| Maryland |
|
1-12993 |
|
95-4502084 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
26 North Euclid Avenue
Pasadena, California |
| 91101 |
| (Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including
area code: (626) 578-0777
N/A
(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)) |
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class |
Trading
Symbol(s) |
Name of each exchange
on which
registered |
| Common
Stock, $.01 par value per share |
ARE |
New
York Stock Exchange |
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 Agreement |
On February 25, 2026, Alexandria Real Estate Equities,
Inc. (the “Company”) issued and sold $750,000,000 aggregate principal amount of the Company’s 5.25% Senior Notes due
2036 (the “Notes”) in a registered public offering pursuant to an effective shelf registration statement on Form S-3 on file
with the Securities and Exchange Commission.
The
Notes are governed by the terms of an Indenture, dated as of February 13, 2025 (the “Base Indenture”), by and among the
Company, as issuer, Alexandria Real Estate Equities, L.P., as guarantor (the “Guarantor”), and U.S. Bank Trust Company,
National Association, as trustee (the “Trustee”), as supplemented by Supplemental Indenture No. 2, dated as of
February 25, 2026 (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”),
by and among the Company, the Guarantor and the Trustee.
The Notes bear interest at a rate of 5.25% per
year, from and including February 25, 2026 or the most recent interest payment date to which interest has been paid, and are payable semi-annually
in arrears on March 15 and September 15 of each year, beginning on September 15, 2026. The Notes mature on March 15, 2036. The Notes are
fully and unconditionally guaranteed on a senior basis by the Guarantor (the “Guarantee”), are the unsecured senior obligations
of the Company and rank equally with the Company’s existing and future unsecured senior indebtedness.
The Company has the option to redeem all or a
part of the Notes at any time or from time to time.
Before December 15, 2035, the redemption price
for the Notes will equal the sum of (i) 100% of the principal amount of the Notes being redeemed, (ii) accrued and unpaid interest thereon,
if any, to, but excluding, the date of the redemption, and (iii) a make-whole amount. On or after December 15, 2035, the redemption price
for the Notes will be equal to the sum of 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon,
if any, to, but excluding, the date of redemption.
The Indenture contains covenants that, among other
things, limit the ability of the Company, the Guarantor and the Company’s subsidiaries to (i) consummate a merger, consolidation
or sale of all or substantially all of the Company’s assets and (ii) incur secured or unsecured indebtedness. These covenants are
subject to a number of important exceptions and qualifications.
The Indenture also provides for customary events
of default. In the case of an event of default resulting from certain events of bankruptcy, insolvency or reorganization, the principal
of and accrued and unpaid interest, if any, on all outstanding Notes will become due and payable immediately without further action or
notice. If any other event of default under the Indenture with respect to a series of the Notes occurs and is continuing, the Trustee
or holders of not less than 25% in principal amount of the then outstanding Notes of such series may declare all the Notes of such series
to be due and payable immediately.
The foregoing descriptions of the Notes and the
Indenture do not purport to be complete and are qualified in their entirety by the full text of the Base Indenture, the Second Supplemental
Indenture and the form of the Notes and Guarantee, which are filed as Exhibits 4.1, 4.2 and 4.3, respectively, to
this Current Report on Form 8-K and are incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information provided in Item 1.01 of this Current
Report on Form 8-K pertaining to the Notes and the Indenture is incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| 4.1* | Indenture, dated as of February 13, 2025, among Alexandria Real Estate Equities,
Inc., Alexandria Real Estate Equities, L.P. and U.S. Bank Trust Company, National Association, as trustee, filed as an exhibit
to the Company’s Current Report on Form 8-K filed with the SEC on February 13, 2025. |
| 4.2 | Supplemental Indenture No. 2, dated as of February 25, 2026, by and among
Alexandria Real Estate Equities, Inc., Alexandria Real Estate Equities, L.P. and U.S. Bank Trust Company, National Association,
as trustee. |
| 4.3 | Form of 5.25% Senior Note due 2036 (included in Exhibit 4.2 above). |
| 5.1 | Opinion of Venable LLP. |
| 5.2 | Opinion of Morrison & Foerster LLP. |
| 8.1 | Tax Opinion of Morrison & Foerster LLP. |
| 23.1 | Consent of Venable LLP (included in opinion filed as Exhibit 5.1). |
| 23.2 | Consent of Morrison & Foerster LLP (included in opinion filed as Exhibit 5.2). |
| 23.3 | Consent of Morrison & Foerster LLP (included in opinion filed as Exhibit 8.1). |
| 104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
(*) Incorporated by reference.
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.
| |
ALEXANDRIA REAL ESTATE EQUITIES, INC. |
| |
|
|
| Date: February 25, 2026 |
By: |
/s/ Marc E. Binda |
| |
|
Marc E. Binda |
| |
|
Chief Financial Officer and Treasurer |
