are-20260924

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 24, 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

(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 Definitive Agreement

On July 9, 2026, Alexandria Real Estate Equities, Inc., a Maryland corporation (the “Company”), and its subsidiary, Alexandria Real Estate Equities, L.P., a Delaware limited partnership (the “Operating Partnership”), entered into an escrow agreement (the “Escrow Agreement”) with Citibank, N.A., as administrative agent (the “Administrative Agent”), certain lenders (the “Lenders”) and O’Melveny & Myers LLP, as escrow agent (the “Escrow Agent”), pursuant to which the Company, the Operating Partnership, the Administrative Agent, and the Lenders, intending to enter into a fourth amended and restated credit agreement in the form attached as an exhibit thereto (the “Escrowed Fourth Amended Credit Agreement”), submitted their signature pages to the Escrowed Fourth Amended Credit Agreement to be held by the Escrow Agent in escrow.

On September 24, 2026, the Company and the Operating Partnership entered into an amendment (the “Amendment”) with the Administrative Agent and the Lenders to modify the Escrowed Fourth Amended Credit Agreement (the Escrowed Fourth Amended Credit Agreement as modified by the Amendment, the “Fourth Amended Credit Agreement”). The Amendment added definitions and modified certain existing definitions, in each case, to modify the treatment of certain hybrid debt instruments. The terms and conditions of the Escrow Agreement were satisfied on September 24, 2026, and on that date, the Fourth Amended Credit Agreement was deemed executed and became effective.

The Fourth Amended Credit Agreement replaces the Company’s Third Amended and Restated Credit Agreement, dated as of September 19, 2024 (the “Existing Credit Agreement”). Citibank, N.A. serves as administrative agent; Citibank, N.A., BofA Securities, Inc., JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA, RBC Capital Markets, Banco Bilbao Vizcaya Argentaria, S.A. New York Branch, Mizuho Bank, Ltd., Sumitomo Mitsui Banking Corporation, TD Bank, N.A., The Bank of Nova Scotia, Truist Securities, Inc., and U.S. Bank National Association serve as joint lead arrangers; and Citibank, N.A., BofA Securities, Inc., JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA, and RBC Capital Markets serve as joint bookrunners under the Fourth Amended Credit Agreement. The Fourth Amended Credit Agreement provides for, among other things, a $5 billion unsecured senior revolving credit facility (the “Revolving Credit Facility”) and an accordion option to increase aggregate commitments under the Fourth Amended Credit Agreement by up to an additional $1 billion. Borrowings under the Revolving Credit Facility bear interest at a “Floating Rate,” “Daily RFR Rate,” or “Base Rate” specified in the Fourth Amended Credit Agreement, plus, in any case, a margin specified in the Fourth Amended Credit Agreement. The margin at closing applicable to loans based on the Floating Rate and Daily RFR is 0.725%. The Fourth Amended Credit Agreement removes the sustainability margin adjustments provided for in the Existing Credit Agreement, but also permits amendments for future sustainability-linked margin adjustments, subject to customary conditions and parameters.

The Fourth Amended Credit Agreement extends the maturity date for the Revolving Credit Facility to January 22, 2032, provided that the Company exercises its rights to extend the maturity date twice by an additional six months for each exercise upon the satisfaction of certain conditions.

The foregoing summary of the Fourth Amended Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Amended Credit Agreement, a copy of which will be filed as an exhibit to the Company’s quarterly report on Form 10-Q for the quarterly period ended September 30, 2026.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 is incorporated herein by reference.

Forward-looking Statements

This current report on Form 8-K contains 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. These statements may be identified by the use of words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “intends,” “plans,” “estimates,” or “anticipates,” or the negative of these words or similar words. Forward-looking statements involve certain risks and uncertainties, and actual results may differ materially from those discussed in each such statement. A number of important factors could cause actual results to differ materially from those included within or contemplated by the forward-looking statements, including, but not limited to, the factors described in the Company's filings with the Securities and Exchange Commission, including the Company's most recent annual report on Form 10-K and any subsequent quarterly reports on Form 10-Q. The Company does not undertake any responsibility to update any of these factors or to announce publicly any revisions to any of the forward-looking statements contained in this or any other document, whether as a result of new information, future events, or otherwise.

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: September 24, 2026

By:

/s/ Marc E. Binda

Marc E. Binda

Chief Financial Officer and Treasurer