filings.toolsAlexandria Real Estate Equities 10-Q 2026-06-30
Filed 2026-08-03. 8 sections, 526K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2026
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
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)
N/A
(Former name, former address and former fiscal year, if changed since last report)
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, $0.01 par value per share | ARE | New York Stock Exchange |
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 and
posted 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 and post 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of July 15, 2026, 174,247,570 shares of common stock, par value $0.01 per share, were outstanding.
i
TABLE OF CONTENTS
| Page | ||
| PART I – FINANCIAL INFORMATION | ||
| Item 1. | FINANCIAL STATEMENTS (UNAUDITED) | |
| Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025 ............................................................. | 1 | |
| Consolidated Financial Statements for the Three and Six Months Ended June 30, 2026 and 2025: | ||
| Consolidated Statements of Operations ................................................................................................................... | 2 | |
| Consolidated Statements of Comprehensive Income ............................................................................................ | 3 | |
| Consolidated Statements of Changes in Stockholders’ Equity and Noncontrolling Interests .......................... | 4 | |
| Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 ................................ | 8 | |
| Notes to Consolidated Financial Statements .................................................................................................................... | 10 | |
| Item 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ........................................................................................................................................................................ | 49 |
| Item 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ......................................................... | 123 |
| Item 4. | CONTROLS AND PROCEDURES ..................................................................................................................................... | 124 |
| PART II – OTHER INFORMATION | ||
| Item 1. | LEGAL PROCEEDINGS ...................................................................................................................................................... | 125 |
| Item 1A. | RISK FACTORS .................................................................................................................................................................... | 125 |
| Item 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS ................................................... | 125 |
| Item 5. | OTHER INFORMATION ....................................................................................................................................................... | 126 |
| Item 6. | EXHIBITS ............................................................................................................................................................................... | 127 |
| SIGNATURES ................................................................................................................................................................................................. | 128 |
ii
GLOSSARY
The following abbreviations or acronyms that may be used in this document
have the meanings set forth below:
| ASU | Accounting Standards Update |
| ATM | At the Market |
| CAD | Canadian Dollar |
| CIP | Construction in Progress |
| EPS | Earnings per Share |
| FASB | Financial Accounting Standards Board |
| FFO | Funds From Operations |
| GAAP | U.S. Generally Accepted Accounting Principles |
| IRS | Internal Revenue Service |
| JV | Joint Venture |
| Nareit | National Association of Real Estate Investment Trusts |
| NAV | Net Asset Value |
| 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 |
| U.S. | United States |
| USD | U.S. Dollar |
| VIE | Variable Interest Entity |
PART I – FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS (UNAUDITED)
Alexandria Real Estate Equities, Inc.
Consolidated Balance Sheets
(In thousands)
| June 30, 2026 | December 31, 2025 | ||
| (Unaudited) | |||
| Assets | |||
| Investments in real estate | $29,125,895 | $28,689,996 | |
| Investments in unconsolidated real estate joint ventures | 28,910 | 30,677 | |
| Cash and cash equivalents | 470,449 | 549,062 | |
| Restricted cash | 4,690 | 4,693 | |
| Tenant receivables | 7,661 | 6,672 | |
| Deferred rent | 1,209,722 | 1,179,403 | |
| Deferred leasing costs | 453,761 | 458,311 | |
| Investments | 1,685,695 | 1,501,249 | |
| Other assets | 1,645,443 | 1,661,772 | |
| Total assets | $34,632,226 | $34,081,835 | |
| Liabilities, Noncontrolling Interests, and Equity | |||
| Unsecured senior notes payable | $10,818,366 | $12,047,394 | |
| Unsecured senior line of credit and commercial paper | 1,994,508 | 353,161 | |
| Accounts payable, accrued expenses, and other liabilities | 2,513,526 | 2,397,073 | |
| Dividends payable | 130,468 | 127,771 | |
| Total liabilities | 15,456,868 | 14,925,399 | |
| Commitments and contingencies | |||
| Redeemable noncontrolling interests | 9,119 | 58,788 | |
| Alexandria Real Estate Equities, Inc.’s stockholders’ equity: | |||
| Common stock | 1,707 | 1,705 | |
| Additional paid-in capital | 15,585,296 | 15,497,760 | |
| Accumulated other comprehensive loss | (33,027) | (29,395) | |
| Alexandria Real Estate Equities, Inc.’s stockholders’ equity | 15,553,976 | 15,470,070 | |
| Noncontrolling interests | 3,612,263 | 3,627,578 | |
| Total equity | 19,166,239 | 19,097,648 | |
| Total liabilities, noncontrolling interests, and equity | $34,632,226 | $34,081,835 |
The accompanying notes are an integral part of these consolidated financial statements.
Alexandria Real Estate Equities, Inc.
Consolidated Statements of Operations
(In thousands, except per share amounts)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||
| 2026 | 2025 | 2026 | 2025 | ||||
| Revenues: | |||||||
| Income from rentals | $643,210 | $737,279 | $1,296,223 | $1,480,454 | |||
| Other income | 19,574 | 24,761 | 37,583 | 39,744 | |||
| Total revenues | 662,784 | 762,040 | 1,333,806 | 1,520,198 | |||
| Expenses: | |||||||
| Rental operations | 207,336 | 224,433 | 431,478 | 450,828 | |||
| General and administrative | 36,861 | 29,128 | 71,546 | 59,803 | |||
| Interest | 64,342 | 55,296 | 128,926 | 106,172 | |||
| Depreciation and amortization | 304,384 | 346,123 | 609,825 | 688,185 | |||
| Impairment of real estate | 222,470 | 129,606 | 227,969 | 161,760 | |||
| Total expenses | 835,393 | 784,586 | 1,469,744 | 1,466,748 | |||
| Equity in earnings (losses) of unconsolidated real estate joint ventures | 413 | (9,021) | 266 | (9,528) | |||
| Investment income (losses) | 133,227 | (30,622) | 128,645 | (80,614) | |||
| Gain on early extinguishment of debt | — | — | 366,435 | — | |||
| Gain on sales of real estate | — | — | — | 13,165 | |||
| Net (loss) income | (38,969) | (62,189) | 359,408 | (23,527) | |||
| Net income attributable to noncontrolling interests | (33,814) | (44,813) | (70,538) | (92,414) | |||
| Net (loss) income attributable to Alexandria Real Estate Equities, Inc.’s stockholders | (72,783) | (107,002) | 288,870 | (115,941) | |||
| Net income attributable to unvested restricted stock awards | (908) | (2,609) | (2,149) | (5,269) | |||
| Net (loss) income attributable to Alexandria Real Estate Equities, Inc.’s common stockholders | $(73,691) | $(109,611) | $286,721 | $(121,210) | |||
| Net (loss) income per share attributable to Alexandria Real Estate Equities, Inc.’s common stockholders: | |||||||
| Basic | $(0.43) | $(0.64) | $1.68 | $(0.71) | |||
| Diluted | $(0.43) | $(0.64) | $1.68 | $(0.71) |
The accompanying notes are an integral part of these consolidated financial statements.
Alexandria Real Estate Equities, Inc.
Consolidated Statements of Comprehensive Income
(In thousands)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||
| 2026 | 2025 | 2026 | 2025 | ||||
| Net (loss) income | $(38,969) | $(62,189) | $359,408 | $(23,527) | |||
| Other comprehensive (loss) income | |||||||
| Change in foreign currency translation adjustments: | |||||||
| Unrealized foreign currency translation (losses) gains arising during the period | (2,091) | 18,787 | (3,609) | 18,837 | |||
| Reclassification of gains | — | — | (23) | — | |||
| Unrealized (losses) gains on foreign currency translation, net | (2,091) | 18,787 | (3,632) | 18,837 | |||
| Total other comprehensive (loss) income | (2,091) | 18,787 | (3,632) | 18,837 | |||
| Comprehensive (loss) income | (41,060) | (43,402) | 355,776 | (4,690) | |||
| Less: comprehensive income attributable to noncontrolling interests | (33,814) | (44,813) | (70,538) | (92,414) | |||
| Comprehensive (loss) income attributable to Alexandria Real Estate Equities, Inc.’s stockholders | $(74,874) | $(88,215) | $285,238 | $(97,104) |
The accompanying notes are an integral part of these consolidated financial statements.
Alexandria Real Estate Equities, Inc.
Consolidated Statement of Changes in Stockholders’ Equity and Noncontrolling Interests
(Dollars in thousands)
(Unaudited)
| Alexandria Real Estate Equities, Inc.’s Stockholders’ Equity | ||||||||||||||||
| Number of Common Shares | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Noncontrolling Interests | Total Equity | Redeemable Noncontrolling Interests | |||||||||
| Balance as of March 31, 2026 | 170,712,290 | $1,707 | $15,763,321 | $— | $(30,936) | $3,620,414 | $19,354,506 | $9,234 | ||||||||
| Net (loss) income | — | — | — | (72,783) | — | 33,622 | (39,161) | 192 | ||||||||
| Total other comprehensive loss | — | — | — | — | (2,091) | — | (2,091) | — | ||||||||
| Contributions from and sales of noncontrolling interests | — | — | (716) | — | — | 10,288 | 9,572 | — | ||||||||
| Distributions to and redemption of noncontrolling interests | — | — | — | — | — | (52,061) | (52,061) | (307) | ||||||||
| Issuance pursuant to stock plan | 26,501 | — | 21,399 | — | — | — | 21,399 | — | ||||||||
| Taxes related to the net settlement of equity awards | (9,875) | — | (477) | — | — | — | (477) | — | ||||||||
| Dividends declared on common stock ($0.72 per share) | — | — | — | (125,448) | — | — | (125,448) | — | ||||||||
| Reclassification of net loss and distributions | — | — | (198,231) | 198,231 | — | — | — | — | ||||||||
| Balance as of June 30, 2026 | 170,728,916 | $1,707 | $15,585,296 | $— | $(33,027) | $3,612,263 | $19,166,239 | $9,119 |
The accompanying notes are an integral part of these consolid
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-looking statements
Certain information and statements included in this quarterly report on Form 10-Q, 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, 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 and financial 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 following:
- Operating factors, such as a failure to operate our business successfully in comparison to market expectations or in
comparison to our competitors, our inability to obtain capital when desired or refinance debt maturities when desired, and/
or a failure to maintain our status as a REIT for federal tax purposes;
-
Market and industry factors, such as adverse developments concerning the life science industry and/or our tenants;
-
Government factors, such as any unfavorable effects resulting from federal, state, local, and/or foreign government
policies, laws, and/or funding levels;
- Global factors, such as negative economic, social, political, financial, credit market, banking conditions, and/or regional
armed hostilities; and
- Other factors, such as climate change, cyber intrusions, and/or changes in laws, regulations, and financial accounting
standards.
This list of risks and uncertainties is not exhaustive. Additional information regarding risk factors that may affect us is included
under Part I, “Item 1A. Risk factors”; and Part II, “Item 7. Management’s discussion and analysis of financial condition and results of
operations” in our annual report on Form 10-K for the year ended December 31, 2025, and under respective sections in this quarterly
report on Form 10-Q. Readers of this quarterly report on Form 10-Q should also read our other documents filed publicly with the SEC
for further discussion regarding such factors.
Overview
We are a Maryland corporation formed in October 1994 that has elected to be taxed as a REIT for federal income tax
purposes. Alexandria Real Estate Equities, Inc. (NYSE: ARE), 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. As of June 30, 2026, Alexandria has a total market capitalization of
$21.84 billion and an asset base that includes 36.0 million RSF of operating properties and 2.8 million RSF of Class A/A+ properties
undergoing construction.
We develop dynamic Megacampus ecosystems that enable and inspire some of the world’s most brilliant minds and innovative
companies to create life-changing scientific and technological innovations. We believe in the utmost professionalism, humility, and
teamwork. Our tenants include multinational pharmaceutical companies; life science product, service, and device companies; public
and private biotechnology companies; advanced technologies companies; biomedical institutions; U.S. government institutions; and
others. Alexandria has a long-standing and proven track record of developing Class A/A+ properties clustered in highly dynamic and
collaborative Megacampus environments that enhance our tenants’ ability to successfully recruit and retain world-class talent and
inspire productivity, efficiency, creativity, and success. Alexandria also provides strategic capital to transformative life science
companies through our venture capital platform.
As of June 30, 2026:
-
Investment-grade or publicly traded large cap tenants represented 57% of our annual rental revenue;
-
Approximately 97% of our leases (on an annual rental revenue basis) contained effective annual rent escalations
approximating 3% that were either fixed or indexed based on a consumer price index or other index;
- Approximately 91% of our leases (on an annual rental revenue basis) were triple net leases, which require tenants to pay
substantially all real estate taxes, insurance, utilities, repairs and maintenance, common area expenses, and other
operating expenses (including increases thereto) in addition to base rent;
- Approximately 91% of our leases (on an annual rental revenue basis) provided for the recapture of capital expenditures
(such as HVAC maintenance and/or replacement, roof replacement, and parking lot resurfacing) that we believe would
typically be borne by the landlord in traditional office leases; and
- 75% of our leasing activity during the last twelve months was generated from our existing tenant base.
A key element of our business and financial strategy is our unique focus on Class A/A+ properties primarily located in
collaborative Megacampus ecosystems in AAA life science and advanced technology innovation clusters. Our Megacampus
ecosystems are designed for optionality and scalability, offering our tenants a clear path to address their growth requirements, including
through our future developments and redevelopments. Strategically located near top academic and medical research institutions and
equipped with curated amenities and services and convenient access to transit, our Megacampus ecosystems are designed to support
our tenants in attracting and retaining top talent and in meeting our tenants’ growth needs, which we believe is a key driver of tenant
demand for our properties. Our strategy also includes drawing upon our deep, broad, and long-standing real estate and life science
industry relationships in order to retain tenants, identify and attract new and leading tenants, and source additional real estate.
Executive summary
Operating results
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||
| 2026 | 2025 | 2026 | 2025 | ||||
| Net (loss) income attributable to Alexandria’s common stockholders – diluted: | |||||||
| In millions | $(73.7) | $(109.6) | $286.7 | $(121.2) | |||
| Per share | $(0.43) | $(0.64) | $1.68 | $(0.71) | |||
| Funds from operations attributable to Alexandria’s common stockholders – diluted, as adjusted: | |||||||
| In millions | $296.1 | $396.4 | $592.0 | $788.4 | |||
| Per share | $1.73 | $2.33 | $3.46 | $4.63 |
For additional information, refer to “Funds from operations and funds from operations, as adjusted, attributable to Alexandria
Real Estate Equities, Inc.’s common stockholders” under “Definitions and reconciliations.”
A best-in-class REIT with a high-quality and diverse tenant base, strong margins, and long lease terms
| (As of or for the three months ended June 30, 2026*, unless stated otherwise)* | |||
| Occupancy of operating properties | 86.9% | ||
| Occupancy of operating properties, including executed leases with future occupancy | 90.9% | ||
| Percentage of total annual rental revenue in effect from Megacampus platform | 80% | ||
| Percentage of total annual rental revenue in effect fro |
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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest rate risk
The primary market risk to which we believe we may be exposed is interest rate risk, which may result from many factors,
including government monetary and tax policies, domestic and international economic and political considerations, and other factors
that are beyond our control.
In order to modify and manage the interest rate characteristics of our outstanding debt and to limit the effects of interest rate
risks on our operations, we may utilize a variety of financial instruments, including interest rate hedge agreements, caps, floors, and
other interest rate exchange contracts. The use of these types of instruments to hedge a portion of our exposure to changes in interest
rates may carry additional risks, such as counterparty credit risk and the legal enforceability of hedge agreements. As of June 30, 2026,
we did not have any outstanding interest rate hedge agreements.
Our future earnings and fair values relating to our outstanding debt are primarily dependent upon prevalent market interest
rates. The following tables illustrate the effect of a 1% change in interest rates, assuming a zero percent interest rate floor, on our fixed-
and variable-rate debt as of June 30, 2026 (in thousands):
| As of | |||
| June 30, 2026 | December 31, 2025 | ||
| Annualized effect on future earnings due to variable-rate debt: | |||
| Rate increase of 1% | $(7,496) | $(1,259) | |
| Rate decrease of 1% | $7,496 | $1,259 | |
| Effect on fair value of total consolidated debt: | |||
| Rate increase of 1% | $(654,859) | $(746,058) | |
| Rate decrease of 1% | $738,814 | $852,698 |
These amounts are determined by considering the effect of the hypothetical interest rates on our borrowings as of June 30,
2026 and December 31, 2025. These analyses do not consider the effects of the reduced level of overall economic activity that could
exist in such an environment. Furthermore, in the event of a change of such magnitude, we would consider taking actions to further
mitigate our exposure to the change. Because of the uncertainty of the specific actions that would be taken and their possible effects,
the sensitivity analyses assume no changes in our capital structure.
Equity price risk
We have exposure to equity price market risk because we hold equity investments in publicly traded companies and privately
held entities. All of our investments in actively traded public companies are reflected in our consolidated balance sheets at fair value.
Our investments in privately held entities that report NAV per share are measured at fair value using NAV as a practical expedient to fair
value. Our equity investments in privately held entities that do not report NAV per share are measured at cost less impairments,
adjusted for observable price changes during the period. Changes in fair value of public investments, changes in NAV per share
reported by privately held entities, and observable price changes of privately held entities that do not report NAV per share are
classified as investment income (loss) in our consolidated statements of operations. There is no assurance that future declines in value
will not have a material adverse effect on our future results of operations. The following table illustrates the effect that a 10% change in
the value of our equity investments would have on earnings as of June 30, 2026 and December 31, 2025 (in thousands):
| As of | |||
| June 30, 2026 | December 31, 2025 | ||
| Equity price risk: | |||
| Fair value increase of 10% | $128,825 | $114,387 | |
| Fair value decrease of 10% | $(128,825) | $(114,387) |
Foreign currency exchange rate risk
We have exposure to foreign currency exchange rate risk related to our operations in Canada. The functional currency of our
Canadian subsidiaries is the Canadian dollar. Gains or losses resulting from the translation of these subsidiaries’ balance sheets and
statements of operations are classified in accumulated other comprehensive income (loss) as a separate component of total equity and
are excluded from net income (loss). Gains or losses will be reflected in our consolidated statements of operations when there is a sale
or partial sale of our investment in these operations or upon a complete or substantially complete liquidation of the investment. The
following tables illustrate the effect that a 10% change in Canadian dollar exchange rates relative to the USD would have on our
potential future earnings and on the fair value of our net investment in Canadian subsidiaries, based on our current operating assets
outside the U.S. as of June 30, 2026 and December 31, 2025 (in thousands):
| As of | |||
| June 30, 2026 | December 31, 2025 | ||
| Effect on potential future earnings due to foreign currency exchange rate: | |||
| Rate increase of 10% | $348 | $182 | |
| Rate decrease of 10% | $(348) | $(182) | |
| Effect on the fair value of net investment in foreign subsidiaries due to foreign currency exchange rate: | |||
| Rate increase of 10% | $34,763 | $35,306 | |
| Rate decrease of 10% | $(34,763) | $(35,306) | |
| Change in the fair value of cross-currency swap agreements designated as a net investment hedge(1): | |||
| Rate increase of 10% (USD weakening) | $(18,800) | $(24,600) | |
| Rate decrease of 10% (USD strengthening) | $18,800 | $24,600 |
(1)Refer to Note 11 – “Hedge agreements” to our unaudited consolidated financial statements for additional information.
The sensitivity analyses assume a parallel shift of all foreign currency exchange rates with respect to the U.S. dollar; however,
foreign currency exchange rates do not typically move in such a manner, and actual results may differ materially.
Our exposure to market risk elements for the six months ended June 30, 2026 was consistent with the risk elements presented
above, including the effects of changes in interest rates, equity prices, and foreign currency exchange rates.
Item 4. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures
As of June 30, 2026, we had performed an evaluation, under the supervision of our principal executive officers and principal
financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. These controls and
procedures have been designed to ensure that information required for disclosure is recorded, processed, summarized, and reported
within the requisite time periods. Based on our evaluation, the principal executive officers and principal financial officer concluded that
our disclosure controls and procedures were effective as of June 30, 2026.
Changes in internal control over financial reporting
There has not been any change in our internal control over financial reporting during the three months ended June 30, 2026
that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Stockholder Matters
On November 25, 2025, a securities class action was filed against the Company and certain of its officers and directors in the
United States District Court for the Central District of California. The operative complaint alleges violations of the federal securities laws
based on alleged material misrepresentations and omissions related to the Company’s business performance and real estate
impairment charges. The complaint seeks damages and other relief on behalf of investors who acquired the Company’s securities
between January 30, 2024 and December 5, 2025. The defendants moved to dismiss the action on May 20, 2026.
On February 3, 2026, March 25, 2026, and June 25, 2026, stockholder derivative actions were filed against certain officers and
directors of the Company, with the Company named as a nominal defendant, in the United States District Court for the District of
Maryland and the United States District Court for the Central District of California. The derivative complaints assert claims under the
federal securities laws and state law based on allegations similar to those in the securities class action and seek damages and other
relief on behalf of the Company. The first two derivative actions were stayed on April 8, 2026 and June 23, 2026, respectively, pending
resolution of any motion to dismiss in the securities class action.
The Company does not believe the complaints state any meritorious claims and intends to defend these cases vigorously.
At this time, we cannot predict the outcome of these matters or reasonably estimate the amount or range of any possible loss,
if any, and therefore we have not recorded an accrual related to these matters.
Option Parcel Development at Alexandria Center**®** for Life Science – New York City Campus
Refer to “Other” in Note 3 – “Investments in real estate” to our unaudited consolidated financial statements for information
regarding litigation involving our subsidiary in connection with an option and ground lease for a development parcel at the Alexandria
Center® for Life Science – New York City campus.
Item 1A. RISK FACTORS
In addition to the information set forth in this quarterly report on Form 10-Q, one should also carefully review and consider the
information contained in the other reports and periodic filings that we make with the SEC, including, without limitation, the information
contained under the caption “Item 1A. Risk factors” in our annual report on Form 10-K for the year ended December 31, 2025. Those
risk factors could materially affect our business, financial condition, and results of operations. The risks that we describe in our public
filings are not the only risks that we face. Additional risks and uncertainties not currently known to us, or that we presently deem to be
immaterial, also may materially adversely affect our business, financial condition, and results of operations.
There have been no material changes in our risk factors from those disclosed under the caption “Item 1A. Risk factors” in our
annual report on Form 10-K for the year ended December 31, 2025.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Purchases of equity securities
On December 8, 2025, we announced that our Board of Directors authorized a new share repurchase program that allows the
repurchase of shares with an aggregate value of up to $500.0 million through December 31, 2026 in the open market, through privately
negotiated transactions, or otherwise, in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the
Exchange Act. This new program replaced our prior stock repurchase program. As of the date of this report, no repurchases have been
made under the new program and $500.0 million remains available for future share repurchases.
Item 5. OTHER INFORMATION
Disclosure of 10b5-1 plans
On June 17, 2026, Marc E. Binda, our Chief Financial Officer and Treasurer, terminated a Rule 10b5-1 trading arrangement
that he had previously adopted in December 2025 for the sale from time to time of up to 23,368 shares of common stock. The trading
arrangement was intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) and was scheduled
to expire on December 1, 2026.
On June 18, 2026, Hallie E. Kuhn, our Executive Vice President – Capital Markets and Co-Lead – Life Science, terminated a
Rule 10b5-1 trading arrangement that she had previously adopted in December 2025 for the sale from time to time of up to 2,574
shares of common stock. The trading arrangement was intended to satisfy the affirmative defense conditions of Securities Exchange
Act Rule 10b5-1(c) and was scheduled to expire on October 16, 2026.
On June 25, 2026, Hart Cole, our Co-President & Co-Regional Market Director – Seattle, terminated a Rule 10b5-1 trading
arrangement that he had previously adopted in December 2025 for the sale from time to time of up to 20,000 shares of common stock.
The trading arrangement was intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) and was
scheduled to expire on January 29, 2027.
During the three months ended June 30, 2026, no other officers or directors adopted or terminated any contract, instruction, or
written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or
any “non-Rule 10b5-1 trading arrangement.”
Item 6. EXHIBITS
(*) 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, thereunto duly authorized, on August 3, 2026.
| ALEXANDRIA REAL ESTATE EQUITIES, INC. | |
| /s/ Joel S. Marcus | |
| Joel S. Marcus Executive Chairman (Principal Executive Officer) | |
| /s/ Peter M. Moglia | |
| Peter M. Moglia Chief Executive Officer and Chief Investment Officer (Principal Executive Officer) | |
| /s/ Marc E. Binda | |
| Marc E. Binda Chief Financial Officer and Treasurer (Principal Financial Officer) |