Cover and table of contents
16K characters. Original on sec.gov · Markdown
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
Commission file number 1-12993

ALEXANDRIA REAL ESTATE EQUITIES, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 95-4502084 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
26 North Euclid Avenue**,** Pasadena**,** California 91101
(Address of principal executive offices) (Zip code)
(626) 578-0777
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value per share | ARE | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in
Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Smaller reporting company | ☐ | |
| Accelerated filer | ☐ | Emerging growth company | ☐ | |
| Non-accelerated filer | ☐ |
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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued
its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received
by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the shares of Common Stock held by non-affiliates of registrant was approximately $12.40 billion based on the closing price for
such shares on the New York Stock Exchange on June 30, 2025.
As of January 15, 2026, 173,300,361 shares of common stock were outstanding.
Documents Incorporated by Reference
Part III of this annual report on Form 10-K incorporates certain information by reference from the registrant’s definitive proxy statement to be filed within 120
days of the end of the fiscal year covered by this annual report on Form 10-K in connection with the registrant’s annual meeting of stockholders to be held on or
about May 12, 2026.
INDEX TO FORM 10-K
ALEXANDRIA REAL ESTATE EQUITIES, INC.
| PART I | Page | |
| ITEM 1. | BUSINESS ............................................................................................................................................................................... | 1 |
| ITEM 1A. | RISK FACTORS ...................................................................................................................................................................... | 7 |
| ITEM 1B. | UNRESOLVED STAFF COMMENTS .................................................................................................................................. | 53 |
| ITEM 1C. | CYBERSECURITY ................................................................................................................................................................. | 53 |
| ITEM 2. | PROPERTIES ......................................................................................................................................................................... | 56 |
| ITEM 3. | LEGAL PROCEEDINGS ....................................................................................................................................................... | 83 |
| ITEM 4. | MINE SAFETY DISCLOSURES .......................................................................................................................................... | 83 |
| PART II | ||
| ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES .......................................................................................................... | 84 |
| ITEM 6. | [RESERVED] ........................................................................................................................................................................... | 84 |
| ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ........................................................................................................................................................................ | 85 |
| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ......................................................... | 142 |
| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ......................................................................................... | 144 |
| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE ......................................................................................................................................................................... | 144 |
| ITEM 9A. | CONTROLS AND PROCEDURES ...................................................................................................................................... | 144 |
| ITEM 9B. | OTHER INFORMATION ........................................................................................................................................................ | 146 |
| ITEM 9C. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS ................................. | 146 |
| PART III | ||
| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE ........................................................... | 147 |
| ITEM 11. | EXECUTIVE COMPENSATION ........................................................................................................................................... | 147 |
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS ............................................................................................................................................... | 147 |
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE ................... | 147 |
| ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES ....................................................................................................... | 147 |
| PART IV | ||
| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES ............................................................................................... | 148 |
GLOSSARY
The following abbreviations or acronyms that may be used in this document
shall have the adjacent meanings set forth below:
| ASU | Accounting Standards Update |
| ATM | At the Market |
| CIP | Construction in Progress |
| EPS | Earnings per Share |
| FASB | Financial Accounting Standards Board |
| FDA | U.S. Food and Drug Administration |
| FDIC | Federal Deposit Insurance Corporation |
| FFO | Funds From Operations |
| GAAP | U.S. Generally Accepted Accounting Principles |
| HVAC | Heating, Ventilation, and Air Conditioning |
| IRS | Internal Revenue Service |
| JV | Joint Venture |
| LEED® | Leadership in Energy and Environmental Design |
| Nareit | National Association of Real Estate Investment Trusts |
| NAV | Net Asset Value |
| NIH | U.S. National Institutes of Health |
| NYSE | New York Stock Exchange |
| REIT | Real Estate Investment Trust |
| RSF | Rentable Square Feet/Foot |
| SEC | Securities and Exchange Commission |
| SF | Square Feet/Foot |
| SoDo | South of Downtown submarket of Seattle |
| SOFR | Secured Overnight Financing Rate |
| SoMa | South of Market submarket of San Francisco |
| U.S. | United States |
| VIE | Variable Interest Entity |
PART I
Forward-looking statements
Certain information and statements included in this annual report on Form 10-K, including, without limitation, statements
containing the words “forecast,” “guidance,” “goals,” “projects,” “estimates,” “anticipates,” “believes,” “expects,” “intends,” “may,”
“plans,” “seeks,” “should,” “targets,” or “will,” or the negative of those words or similar words, constitute “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 (“Exchange Act”), as amended. Forward-looking statements involve inherent risks and uncertainties regarding events,
conditions, and financial trends that may affect our future plans of operations, business strategy, results of operations, and financial
position. 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 description of risks and uncertainties in “Item 1A. Risk factors” in
this annual report on Form 10-K. Additional information regarding risk factors that may affect us is included in “Item 7. Management’s
discussion and analysis of financial condition and results of operations” in this annual report on Form 10-K. Readers of our annual
report on Form 10-K should also read our SEC and other publicly filed documents for further discussion regarding such factors.
As used in this annual report on Form 10-K, references to the “Company,” “Alexandria,” “ARE,” “we,” “us,” and “our” refer to
Alexandria Real Estate Equities, Inc. and its consolidated subsidiaries. Alexandria®, Lighthouse Design® logo, Building the Future of
Life-Changing Innovation®, That’s What’s in Our DNA®, Labspace®, Megacampus™, Alexandria Center®, Alexandria Technology
Square®, Alexandria Technology Center®, Alexandria Innovation Center®, and Alexandria Summit® are copyrights and trademarks of
Alexandria Real Estate Equities, Inc. All other company names, trademarks, and logos referenced herein are the property of their
respective owners. The following discussion should be read in conjunction with our consolidated financial statements and notes
thereto under “Item 15. Exhibits and financial statement schedules” in this annual report on Form 10-K.