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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):
August 12, 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. ¨
On August 12, 2026, Alexandria Real Estate Equities, Inc.
(the “Company”) and Alexandria Real Estate Equities, L.P., as guarantor (the “Guarantor”), entered into an underwriting
agreement with J.P. Morgan Securities LLC, BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC
and RBC Capital Markets, LLC, as representatives (the “Representatives”) of the several Underwriters named therein (the “Underwriters”),
in connection with the sale of $1,000,000,000 aggregate principal amount of the Company’s 7.250% Series A Fixed-to-Fixed Reset
Rate Junior Subordinated Notes due 2057 (the “Notes”). The Notes will be unsecured junior subordinated obligations of
the Company and will be fully and unconditionally guaranteed on a subordinated unsecured basis by the Guarantor. Subject to customary
closing conditions, the Underwriters expect to deliver the Notes to the purchasers on or about August 21, 2026. The Notes were offered
by the Company pursuant to an effective shelf registration statement on Form S-3 on file with the Securities and Exchange Commission.
A copy of the underwriting agreement is attached hereto as Exhibit 1.1.
On August 12, 2026, the Company issued a press release announcing
the pricing of the Notes. A copy of the press release is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| 1.1 | Underwriting Agreement, dated August 12, 2026, among Alexandria Real Estate Equities, Inc., Alexandria Real Estate Equities,
L.P. and J.P. Morgan Securities LLC, BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and RBC
Capital Markets, LLC, as representatives of the several Underwriters named therein. |
| 99.1 | Press Release, dated August 12, 2026. |
| 104.1 | Cover Page Interactive Data File – the cover page XBRL
tags are embedded within the Inline
XBRL document |
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: |
August 14, 2026 |
|
By: |
/s/ Marc E. Binda |
| |
|
|
|
Marc E. Binda |
| |
|
|
|
Chief Financial Officer and Treasurer |
Exhibit 99.1

For Immediate Release
Alexandria Real Estate Equities, Inc.
Announces
Pricing of Public Offering of
$1,000,000,000 of Series A Fixed-to-Fixed
Reset Rate
Junior Subordinated Notes due 2057
PASADENA, Calif. — August 12, 2026 — Alexandria Real
Estate Equities, Inc. (“Alexandria” or the “Company”) (NYSE: ARE) today announced that it has priced
a public offering of $1,000,000,000 aggregate principal amount of 7.250% Series A Fixed-to-Fixed Reset Rate Junior Subordinated Notes
due 2057 (the “notes”). J.P. Morgan Securities LLC, BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs &
Co. LLC, RBC Capital Markets, LLC, BBVA Securities Inc., Mizuho Securities USA LLC, Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc.,
TD Securities (USA) LLC, Truist Securities, Inc., U.S. Bancorp Investments, Inc., BNP Paribas Securities Corp. and PNC Capital
Markets LLC are acting as joint book-running managers in connection with the public offering, and Fifth Third Securities, Inc., M&T
Securities, Inc., Santander US Capital Markets LLC, Capital One Securities, Inc., Huntington Securities, Inc., Regions
Securities LLC and Samuel A. Ramirez & Company, Inc. are acting as co-managers in connection with the public offering.
The notes were priced at 100.000% of the principal amount. The notes
will initially bear interest at 7.250% per year through, but excluding, February 15, 2032, and thereafter at a rate equal to the
five-year U.S. Treasury Rate plus 2.889%, reset every five years, subject to a floor of 7.250%. The notes will be junior subordinated
unsecured obligations of the Company and fully and unconditionally guaranteed on a subordinated unsecured basis by Alexandria Real Estate
Equities, L.P., an indirectly 100% owned subsidiary of the Company. The closing of the sale of the notes is expected to occur on or about
August 21, 2026, subject to customary closing conditions.
The Company intends to use the net proceeds from the notes for general
corporate purposes, which may include working capital, the reduction of the outstanding balance, if any, on the Company’s unsecured
senior line of credit, the reduction of the outstanding indebtedness, if any, under the Company’s commercial paper program, the
repayment of other debt and the selective development, redevelopment or acquisition of properties. Pending such use, the Company may invest
the net proceeds in high-quality short-term securities and/or use such proceeds temporarily for general working capital and other general
corporate purposes.
The notes are being offered pursuant to an effective registration statement
on Form S-3 that was previously filed with the Securities and Exchange Commission. This press release does not constitute an offer
to sell or the solicitation of an offer to buy any of the Company’s securities, including the notes, nor shall there be any sale
of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction.
Copies of the prospectus supplement relating to this offering, when
available, may be obtained by contacting: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
NY 11717, telephone: 1-212-834-4533 or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com; BofA Securities, Inc.,
by telephone at 1-800-294-1322; Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
NY 11717, by telephone at 1-800-831-9146 or by email at prospectus@citi.com; Goldman Sachs & Co. LLC, Attn: Prospectus Department,
at 200 West Street, New York, NY 10282, by telephone at (866) 471-2526, by fax at (212) 902-9316 or by email at prospectus-ny@ny.email.gs.com;
or RBC Capital Markets, LLC, by toll-free telephone at (866) 375-6829.
About Alexandria Real Estate Equities, Inc.
Alexandria, an S&P 500® company, is a best-in-class,
mission-driven life science REIT making a positive and lasting impact on the world. With our founding in 1994, Alexandria pioneered the
life science real estate niche. Alexandria is the preeminent and longest-tenured owner, operator, and developer of collaborative Megacampus™
ecosystems in AAA life science and advanced technology innovation cluster locations, including Greater Boston, San Diego, the San Francisco
Bay Area, Seattle, Maryland, Research Triangle, and New York City.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include,
without limitation, statements regarding the Company’s offering of the notes, the expected closing of the offering and its intended
use of the proceeds. These forward-looking statements are based on the Company’s present intent, beliefs or expectations, but forward-looking
statements are not guaranteed to occur and may not occur. Actual results may differ materially from those contained in or implied by the
Company’s forward-looking statements as a result of a variety of factors, including, without limitation, the risks and uncertainties
detailed in its filings with the Securities and Exchange Commission. All forward-looking statements are made as of the date of this press
release, and the Company assumes no obligation to update this information. For more discussion relating to risks and uncertainties that
could cause actual results to differ materially from those anticipated in the Company’s forward-looking statements, and risks and
uncertainties to the Company’s business in general, please refer to the Company’s filings with the Securities and Exchange
Commission, including its most recent annual report on Form 10-K and any subsequently filed quarterly reports on Form 10-Q.
Contact: Joel Marcus, Executive Chairman &
Founder, (626) 578-0777, jmarcus@are.com
# # #