Alexandria Real Estate (NYSE: ARE) makes Marcus 2025 LTI fully performance-based, promotes Cole

Rhea-AI Filing Summary

Alexandria Real Estate Equities, Inc. updated the long-term incentive structure for its Executive Chairman, Joel S. Marcus, and promoted a senior executive. For the 2025 fiscal year long-term incentive grant made on January 9, 2026, Mr. Marcus’s award will be 100% performance-based instead of being split between time-based and performance-based vesting. The target value of this 2025 grant remains $3,600,000, but the maximum value increases to $5,400,000, payable only if specific corporate performance criteria are met.

The company explains that this change benefits the organization by replacing time-based vesting with performance-based vesting, so Mr. Marcus earns the entire 2025 award only if the company meets the agreed performance goals. Separately, the Board elected John Hart Cole as Co-President & Co-Regional Market Director – Seattle, effective January 1, 2026. Mr. Cole’s promotion includes an increase in base salary commensurate with his new role, while other employment terms remain governed by previously disclosed arrangements.

false 0001035443 0001035443 2026-01-09 2026-01-09 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): January 9, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment of Compensatory Arrangement - Joel S. Marcus

On and effective January 9, 2026, Alexandria Real Estate Equities, Inc. (the “Company”) entered into a letter amendment (the “Letter Amendment”) to the Amended and Restated Executive Employment Agreement, effective January 1, 2015, as amended pursuant to letter agreements dated July 3, 2017, March 20, 2018, January 15, 2019, June 8, 2020, August 30, 2023, January 5, 2024, and December 6, 2024 (as so amended, the “Employment Agreement”), between the Company and Joel S. Marcus, the Company’s Executive Chairman.

Pursuant to Section 3.4(h)(i) of the Employment Agreement, Mr. Marcus is currently eligible to receive an annual long-term incentive compensation award (an “LTI Grant”) in the form of restricted shares of the common stock of the Company (“Common Stock”) with respect to each fiscal year of the Company that ends during the period in which Mr. Marcus serves as the Executive Chairman of the Company. In addition, prior to giving effect to the Letter Amendment as described below, the Employment Agreement further provides that the annual LTI Grant target value shall be $3,600,000, with the target value equally distributed between time-based and performance-based vesting components, with the performance-vesting component subject to a maximum value of 150% of its $1,800,000 target value, such that the combined maximum value for both the time-based and performance-based components is $4,500,000.

For the benefit of the Company, Mr. Marcus requested that Section 3.4(h)(i) of the Employment Agreement be amended to provide that, in respect of the LTI Grant for the 2025 fiscal year of the Company, which was made as of January 9, 2026 (the “2025 Grant”), 100% of the shares of Common Stock subject to such 2025 LTI Grant shall be subject to performance based-vesting, with a maximum value of 150% of the $3,600,000 target value, and no shares of Common Stock subject to such 2025 Grant shall be subject to time-based vesting.

To implement Mr. Marcus’s request, the Letter Amendment amends Section 3.4(h)(i) of the Employment Agreement to provide that 100% of the shares of Common Stock subject to the 2025 Grant shall vest based on certain corporate performance criteria, and no shares of Common Stock subject to the 2025 Grant shall be subject to time-based vesting (the “Amendment”). For the avoidance of doubt, as a result of the Amendment, the target value of the 2025 Grant will remain $3,600,000, but the maximum value will now be $5,400,000, or 150% of the performance-based target value. The Amendment will be effective with respect to the 2025 Grant only and will not apply to any other LTI Grants for subsequent fiscal years or any other annual long-term incentive compensation awards granted to Mr. Marcus.

In effect, the Amendment benefits the Company by changing Mr. Marcus’s entitlement to restricted shares that would vest automatically upon the passage of a specified time period to an entitlement to restricted shares that would vest only if corporate performance criteria were satisfied. Thus, the entirety of the 2025 Grant is now performance-based and will be awarded to Mr. Marcus only if the Company also benefits from Mr. Marcus’s achievement of performance-based criteria.

The foregoing description of the Letter Amendment does not purport to be complete and is qualified in its entirety by the full text of the Letter Amendment, a copy of which will be filed as an exhibit to the Company’s annual report on Form 10-K for the fiscal year ending December 31, 2025.

Promotion and Election of Executive Officer – John Hart Cole

On January 9, 2026, the Board of Directors of the Company elected John Hart Cole as Co-President & Co-Regional Market Director – Seattle, effective as of January 1, 2026. Mr. Cole has served as Executive Vice President – Capital Markets/Strategic Operations and Co-Regional Market Director – Seattle since January 2024 and as Senior Vice President – Strategic Market Director - Seattle since October 2017. Mr. Cole previously served the Company as Vice President – Strategic Operations from March 2015 to October 2017. In his role as Co-Regional Market Director – Seattle, Mr. Cole focuses on the strategic growth of the Greater Seattle region, leading key acquisition and disposition initiatives, strategic development projects, and mission-critical asset management and operations, as well as supporting the region’s leasing efforts. Mr. Cole is also involved with corporate operational and capital allocation initiatives, including investor relations, acquisitions and dispositions, and capital markets management. Mr. Cole received his Master of Business Administration degree with a focus on Finance from the University of Kentucky and his Bachelor of Science degree in Finance/Real Estate from Indiana University.

No changes to Mr. Cole’s employment arrangements, other than an increase in base salary commensurate with his promotion, are contemplated in connection with this promotion. The material terms of such arrangements are described in previous SEC filings, including the Company’s Proxy Statement filed with the SEC on April 2, 2025.

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.
January 12, 2026	By:	/s/ Marc E. Binda
		Marc E. Binda
		Chief Financial Officer and Treasurer

FAQ

What executive compensation change did Alexandria Real Estate Equities (ARE) make for Joel S. Marcus?

The company amended Joel S. Marcus’s Employment Agreement so that his 2025 fiscal year long-term incentive grant made on January 9, 2026 will be 100% performance-based. Previously, the annual long-term incentive target of $3,600,000 was split equally between time-based and performance-based vesting. Under the amendment, all shares in the 2025 grant will vest only if specified corporate performance criteria are achieved.

How did the amendment affect the potential value of Joel S. Marcus’s 2025 long-term incentive grant at ARE?

The target value of Joel S. Marcus’s 2025 long-term incentive grant remains $3,600,000, but the maximum value increases to $5,400,000. This maximum represents 150% of the performance-based target value and is only attainable if the company meets defined performance criteria.

Is the performance-based compensation change for Joel S. Marcus at ARE permanent?

No. The amendment applies only to the 2025 fiscal year long-term incentive grant made on January 9, 2026. The company states that this change will not apply to any long-term incentive grants for subsequent fiscal years or to any other annual long-term incentive compensation awards granted to Joel S. Marcus.

Why does Alexandria Real Estate Equities say the 2025 LTI amendment benefits the company?

The company notes that the amendment converts Mr. Marcus’s entitlement to restricted shares that would have vested automatically over time into shares that vest only if corporate performance criteria are satisfied. This means the entire 2025 long-term incentive grant is now performance-based and will be awarded to Mr. Marcus only if the company also benefits from his achievement of those performance goals.

What leadership change did Alexandria Real Estate Equities (ARE) announce for John Hart Cole?

Effective January 1, 2026, the Board elected John Hart Cole as Co-President & Co-Regional Market Director – Seattle. He previously served as Executive Vice President – Capital Markets/Strategic Operations and Co-Regional Market Director – Seattle since January 2024 and has held various strategic and market director roles at the company since 2015.

Did John Hart Cole’s promotion at ARE change his employment arrangements?

The company states that no changes to Mr. Cole’s employment arrangements are contemplated in connection with his promotion, other than an increase in base salary commensurate with his new role. The material terms of his employment continue to be described in prior SEC filings, including the Proxy Statement filed on April 2, 2025.

Where can investors find the full text of Joel S. Marcus’s letter amendment with ARE?

The company indicates that the full text of the letter amendment to Joel S. Marcus’s Employment Agreement will be filed as an exhibit to Alexandria Real Estate Equities, Inc.’s Form 10-K for the fiscal year ending December 31, 2025.