259 new paragraphs in the 10-K, 71 new in the latest 10-Q
Paragraphs with nothing like them in last year's 10-K
259 paragraphs in Risk Factors of the 10-K filed Jan 26, 2026 with nothing like them in the 10-K filed Jan 27, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 29 Real estate companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
suppliers. These pressures are expected to intensify in 2026 due to tariff‑driven material‑cost volatility. Certain increases in the costs of
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ability to meet market expectations, and a wide range of external factors outside of our control.
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•The availability and cost of debt and/or equity capital and changes in financing terms available to us;
•Our ability to execute planned asset dispositions at our targeted pricing levels and to effectively reinvest the resulting
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•Actual or anticipated changes in rental rates, leasing activity, occupancy levels, or real estate valuations;
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causing the further erosion of business and consumer confidence and spending; and
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Show the other 32
Our Board of Directors determines future distributions based on a number of factors, including, but not limited to:
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On December 3, 2025, our Board of Directors declared a quarterly cash dividend of $0.72 per common share for the fourth
quarter of 2025, representing a $0.60, or 45%, reduction from the dividend declared for the third quarter of 2025. Our Board of Directors
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have a right of first refusal or buy right which may allow us to achieve full ownership of the property. However, if we decline to exercise
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On July 3, 2025, the U.S. House of Representatives and the Senate passed the One Big Beautiful Bill Act, which the U.S.
President signed into law on July 4, 2025 (the “OBBB Act”). Among other things, the OBBB Act:
•Changed the business interest expense limitation from 30% of EBIT to 30% of EBITDA. This limitation does not apply to,
among others, real property businesses electing out of such restriction. We generally believe our business activities
qualify as real property businesses, but businesses conducted by our taxable REIT subsidiaries may not qualify;
•Restored and made permanent 100% bonus depreciation for qualified short-lived business property placed in service after
•Created Section 174A of the Internal Revenue Code, which reinstated 100% expensing for domestic research and
•For individuals, made permanent a deduction equal to 20% of certain income from pass-through entities, including
ordinary dividends distributed by a REIT (excluding capital gain dividends and qualified dividend income), which was set
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The long-term impact of the OBBB Act on the overall economy, government revenues, our tenants, us, and the real estate
industry cannot be reliably predicted. Furthermore, the OBBB Act may negatively impact certain of our tenants’ operating results,
financial condition, and future business plans. The OBBB Act may also result in reduced government revenues, and therefore reduced
government spending, which may negatively impact some of our tenants that rely on government funding. There can be no assurance
that the OBBB Act will not negatively impact our operating results, financial condition, and future business operations.
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The current U.S. administration has from time to time discussed, and may propose potential changes to the ACA and other
healthcare programs. In 2025, the administration also initiated multiple healthcare‑system policy actions affecting drug pricing, federal
agency operations, and reimbursement frameworks, creating materially increased uncertainty for tenants in the life science, healthcare,
and pharmaceutical sectors. It is unclear how any such healthcare reports or other policy changes, if implemented, will impact our
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these would impact our tenants. We also face risks related to potential furloughs or shutdown contingency operations of government
employees, which could delay regulatory approvals and impact tenant operations. Government and other regulatory oversight and
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Changes to U.S. government funding, staffing, trade, policies, and other federal actions could adversely affect our
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Domestic and international policy shifts may introduce considerable uncertainty to the macroeconomic and regulatory
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and private institutions, and government institutions that determine their R&D budgets based on several factors, including the
availability of government and other funding and the reliability and operational efficiency of public regulatory institutions.
Since January 2025, the U.S. administration has implemented and proposed substantial policy changes that affect federal
health agencies, research funding, public health priorities, and international trade. Several of these actions were later modified, paused,
or limited by courts or subsequent agreements, but they continue to create material uncertainty for planning, capital allocation, and
In 2025, the FDA laid off approximately 3,500 employees, representing approximately 19% of its workforce at the beginning of
the year, with certain actions later modified or reversed. These reductions have created additional uncertainty and delay in drug and
device approval processes, which may negatively impact our tenants’ operations and demand for our life science space. Such
disruptions could lead to setbacks in research and development timelines, negatively impacting life science companies’ ability to
advance their pipelines, secure investor funding, or achieve commercial viability, which could severely affect their operations and
financial performance and, as a result, adversely impact our operating and financial results.
In 2025, the U.S. Centers for Disease Control and Prevention (“CDC”) underwent a significant restructuring and workforce
reduction, including the dismissal of key scientific and policy personnel and operational changes affecting certain programs, with some
actions later modified or reversed. These developments have raised concerns among public health and industry stakeholders about the
agency’s capacity to maintain vaccine oversight, coordinate immunization programs, and respond to emerging infectious disease
threats. Reduced CDC staffing and operational realignments may disrupt the collection and dissemination of critical epidemiological
data, delay updates to vaccination guidelines, and impair public confidence in vaccine safety. For our tenants and venture investment
portfolio companies operating in the vaccine research, development, and manufacturing sectors, diminished CDC engagement could
lead to uncertainty in regulatory expectations, lower vaccine uptake rates, and delay the adoption of new immunization technologies.
Any such disruptions could undermine the commercial viability of vaccine-related products, reduce R&D investment in the field, and in
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The U.S. administration has implemented significant policy changes affecting the NIH, leading to substantial disruptions in
biomedical research across the U.S. These actions have included staff layoffs and funding cuts as described below and have resulted in
the suspension of numerous research projects, posing risks to scientific advancement and introducing uncertainty for some of our
•NIH budget freeze and workforce cuts. On January 27, 2025, the U.S. administration issued a memorandum to suspend
NIH grant funding, freezing much of the NIH’s nearly $48 billion budget for 2025. Though the suspension was eventually
blocked and reversed, during the first half of 2025, the NIH laid off approximately 5,000 employees and contractors across
In May 2025, the White House introduced a budget proposal for fiscal year 2026 that would reduce the NIH budget by
approximately 40%, from $48 billion to $27.5 billion. Congress has not enacted this proposal, and, because no fiscal year
2026 appropriations bill has been passed to date, NIH funding currently remains at 2024 levels under a continuing
resolution. In addition, on January 5, 2026, the U.S. Court of Appeals for the First Circuit affirmed a nationwide injunction
blocking the administration’s attempt to impose a 15% cap on indirect cost reimbursements for NIH grants, preventing a
significant reduction in research funding from taking immediate effect. Nevertheless, if Congress ultimately adopts
material reductions to the NIH budget or similar funding restrictions are pursued through future legislative or administrative
actions, federal support for early‑stage scientific research could decline. Such reductions could slow the formation and
growth of life science companies, diminish U.S. competitiveness in biomedical innovation, and negatively impact long‑term
•Termination of NIH grants and funding commitments to major research institutions. On January 20, 2025, President Trump
issued an executive order directing every U.S. agency, including the NIH, to “terminate, to the maximum extent allowed by
law” all grants relating to diversity, equity, and inclusion. Further, on January 29, 2025, the President issued an executive
order to make it “the policy of the United States to combat anti-Semitism vigorously, using all available and appropriate
legal tools, to prosecute, remove, or otherwise hold to account the perpetrators of unlawful anti-Semitic harassment and
violence.” As a result of one or both executive orders, the NIH, the world’s largest funder of biomedical research, has
•15% cap on indirect cost reimbursements of all NIH grants. On February 7, 2025, the NIH introduced a policy limiting
indirect cost reimbursements to 15% for all NIH grants, representing a significant reduction from historic levels, which
were approximately double that rate on average, and in some cases significantly higher. On January 5, 2026, the U.S.
Court of Appeals for the First Circuit affirmed that NIH’s 15% cap violates federal law and U.S. Department of Health and
Human Services (“HHS”) regulations, leaving negotiated Facilities & Administrative (“F&A”) rates in place. While this ruling
preserves institution‑specific negotiated F&A reimbursements for now, prior uncertainty prompted contingency measures
at several U.S. research universities, and the administration has signaled it may pursue policy changes through other
channels. This threatens to substantially impact the ability of U.S. research institutions to support their infrastructure and
A coalition of 22 state attorneys general, along with organizations including the Association of American Medical Colleges, filed
lawsuits challenging the NIH’s policy changes, particularly the 15% cap on indirect costs. On April 7, 2025, a federal court issued a
permanent injunction blocking the enforcement of this cap, and on January 5, 2026, the U.S. Court of Appeals for the First Circuit
affirmed the earlier ruling. However, the U.S. administration has signaled its intent to appeal and/or pursue similar funding restrictions
through future legislative or administrative actions. If implemented, any such funding cap could negatively impact tenants that depend
on grant funding for their operations. It could also reduce the financial resources available to such tenants, forcing them to scale back
Termination of federal research funding has already led to reductions in postdoctoral hiring and the closure of critical programs
at prominent U.S. academic institutions. Moreover, recent changes to visa and immigration rules have introduced new uncertainty
around the ability of international graduate students and postdoctoral researchers to remain in the U.S. following graduation. Many of
these individuals represent years of training investment and historically have formed a key segment of the U.S. biotechnology
workforce. As limitations on their residency and employment take effect, a growing share of talent is migrating to foreign markets. The
U.S. life science real estate market has historically benefited from robust domestic R&D activity and venture capital investment.
However, other countries are increasingly positioned to attract top-tier biomedical talent, venture capital, and clinical trials. The global
leadership in biotechnology currently held by the U.S. may begin to shift abroad. The reduced attractiveness of the U.S. as a destination
for research and commercialization could lead to a substantial long-term decline in the size of our life science tenant base and of life
On May 12, 2025, President Trump issued an executive order titled “Delivering Most-Favored-Nation Prescription Drug Pricing
to American Patients,” directing the U.S. HHS to set U.S. drug price benchmarks at the lowest prices paid in comparable developed
countries. Although the President projected price reductions of 30%–80%, most reforms would require formal rulemaking and are likely
to face legal obstacles. In July 2025, the White House sent letters to the chief executive officers of 17 major drug manufacturers,
demanding compliance within 60 days and noting that noncompliance could result in the federal government's enforcement through
"every tool in our arsenal." Recently, the Trump administration and AstraZeneca and Pfizer reached public agreements under which
both companies will offer many drugs at “most-favored-nation” (“MFN”) pricing through Medicaid and via a new direct-to-consumer
platform, and in return AstraZeneca and Pfizer will receive a three-year tariff reprieve. While these developments signal accelerating
government pressure on industry pricing, they also inject significant ambiguity into commercial forecasts for pharmaceutical and
biotechnology firms. If widely adopted, MFN pricing could materially compress margins, reduce investment in R&D, and suppress
expansions by our life science tenants, adversely impacting demand for laboratory and related technical office space and manufacturing
space and thereby posing downside risk to property income and investment valuations.
On July 4, 2025, the OBBB Act was signed into law. Included in the bill is an estimated $1 trillion in cuts to Medicaid spending,
implemented through Medicaid work requirements, patient cost-sharing, and a phase-down of Medicaid provider taxes and state-
directed payments. Such reductions in Medicaid spending could result in lower revenue for some of our life science tenants, adversely
impacting their financial performance and potentially resulting in reduced life science investment and real estate requirements.
Rapid expansion of China’s biotechnology sector and potential adverse impact on demand for U.S. life science real estate
The U.S. life science real estate market has historically benefited from robust domestic R&D activity and venture capital
investment. The accelerated growth of China’s biotechnology industry, fueled by state subsidies, regulatory reform, and inexpensive
talent, could negatively impact demand for U.S. laboratory space. Given lower operational costs and faster clinical trial recruitment
timelines, China may attract biotechnology firms to conduct their R&D activities, including clinical trials, in China rather than in the U.S.
Additionally, the U.S. biopharmaceutical sector is increasingly sourcing innovative assets from China, with over one-third of in-
licensed molecules at major U.S. pharmaceutical companies now originating from Chinese firms. If biopharmaceutical companies
increasingly rely on acquiring or in-licensing assets from China instead of those developed in the U.S., it could negatively impact the
fundamentals of the U.S. biotechnology market, leading to reduced investment and fewer U.S.-based biotechnology companies. Should
Beginning in March 2025, the U.S. government implemented a series of trade actions that have reshaped global economic
•On February 1, 2025, President Trump signed executive orders imposing a 25% tariff on certain imports from Mexico and
•On March 3, 2025, the President increased tariffs on all products from China from 10% to 20%. He also implemented new
•On April 2, 2025, the President declared a national emergency to address the U.S. trade deficit and imposed a 10%
universal import tariff on all goods, with higher rates for 57 trading partners. This announcement led to a significant stock
market decline, with the S&P 500 Index, Dow Jones Industrial Average, and the Nasdaq Composite dropping by
•On April 9, 2025, facing a global financial market meltdown, the President announced a 90-day pause on tariffs for most
countries but raised the tax rate on Chinese imports to 125%. Following the announcement, the S&P 500 Index surged
9.5%. However, on April 10, 2025, U.S. stocks fell as the initial euphoria over the pause on tariffs faded. Subsequently, on
June 12, 2025, the President announced that the 125% tariff would be replaced with a 55% tariff on select Chinese goods.
•On April 14, 2025, the U.S. government launched an investigation into pharmaceuticals to justify tariffs that may be
implemented on pharmaceutical products. In 2024, over $200 billion in pharmaceutical products were imported to the
U.S., and it is estimated that U.S. tariffs could add $46 billion in costs to the pharmaceutical industry.
•On August 21, 2025, the U.S. and the European Union reached a trade agreement establishing a 15% ceiling on tariffs
applied to pharmaceutical products traded between the two regions. The accord preserves supply chain continuity for a
significant share of imported active pharmaceutical ingredients and finished drug products sourced from Europe while
signaling potential divergence in tariff treatment for manufacturers based outside allied markets such as India and China.
•On September 25, 2025, President Trump announced, effective October 1, 2025, pharmaceutical manufacturers would be
subject to a 100% tariff on all branded and patented drugs imported into the U.S. The President stated that manufacturers
could avoid these tariffs by establishing U.S.-based production operations, with qualifying activity defined as either
projects that have broken ground or are already under construction. The measure excludes generic drugs and exempts
companies actively developing or constructing domestic manufacturing facilities.
If tariff uncertainty, its associated costs, and the disruption of broader financial markets continue, we may face the following
•Restricted access to capital. Market instability may hinder our ability to raise capital, including through dispositions, sales
of partial interests, and new debt capital, and could potentially delay our current or future development and redevelopment
•Rising construction costs. Our general contractors may face difficulty procuring construction materials at reasonable
prices, particularly those subject to tariffs or disrupted supply, which may lead to project delays and/or increased costs.
Rising costs and procurement challenges could significantly impact the yields and delay commencement of net operating
•Risks to tenant operations. Many of our tenants rely on the import and export of materials, components, and/or specialized
equipment. As a result, their products may become prohibitively expensive to manufacture or sell. These challenges may
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•Macroeconomic impact. Widespread tariffs, restricted trade, increased market volatility, and reduced investor confidence
The cost increases that may result from tariffs, trade conflicts, and financial market volatility may significantly impact our
development and redevelopment projects. Elevated material costs may lead to higher overall project budgets and extended
construction timelines or require modifications to project scope to preserve economic feasibility. Any such adjustments may prevent our
delivery of space on time and within budget, delay occupancy and commencement of rental income, and impact projected net operating
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real estate portfolio in several ways. First, regulatory delays and reduced NIH funding may slow the pace of innovation and company
formation, leading to fewer early-stage tenants seeking laboratory space. Established tenants may face financial strain due to reduced
grant support, drug pricing pressures, and increased operational costs from tariffs, prompting them to downsize, consolidate, or defer
expansion plans. These dynamics could result in lower leasing, increased vacancy rates, and downward pressure on rental rates
Second, macroeconomic volatility and restricted access to capital markets may impair our ability to fund new developments
and redevelopments, raise new debt or equity capital at favorable terms, and impact pricing on dispositions. Rising construction costs
and supply chain disruptions could delay project completions, reduce development yields, and impact the timing of rental income
generation. Additionally, if tenants are unable to absorb higher operating costs or pass them on to customers, their financial health may
Finally, the growing competitiveness of international markets, particularly China’s rapidly expanding biotechnology sector, may
shift R&D activity abroad, reducing domestic demand for specialized laboratory infrastructure. If U.S.-based life science companies
increasingly rely on foreign innovation or relocate operations to more favorable regulatory or cost environments, the long-term
fundamentals of the U.S. life science real estate market could weaken. This may lead to asset devaluation, reduced investor
confidence, and a more challenging environment for sustaining growth and delivering stockholder value.
The life science industry is undergoing a prolonged period of structural and cyclical challenges that may materially and
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platform development has experienced several years of contraction as investors look to more de-risked later-stage assets that may not
require significant R&D laboratory requirements. Additionally, historical performance data increasingly shows that life science venture
capital returns have underperformed relative to technology-focused funds and broader public market indices. While a small number of
firms have consistently outperformed, the majority of life science-focused funds have delivered uneven results, leading institutional
investors, including endowments, foundations, and pension funds, to reassess their long-term allocations to the sector.
This reassessment may result in a long-term reduction in capital available to private biotechnology companies, which
represent a meaningful portion of our tenant base. The high failure rate of private biotechnology companies, coupled with the increasing
cost and complexity of drug development, has led many investors to shift their focus toward more de-risked clinical-stage assets, often
sourced internationally. As a result, fewer early-stage private biotechnology companies may be formed and funded in the U.S., which
may reduce demand for the specialized laboratory space we provide across our portfolio.
In addition, the private life science market has become increasingly selective, with available capital chasing a limited number
of high-quality opportunities. This dynamic has compressed potential returns, on average, and altered the risk-reward profile for
investors. While this does not necessarily indicate a permanent shift, it does reflect a more cautious and selective investment
environment that may persist for the foreseeable future. These conditions may lead to reduced biotechnology company formation in the
U.S., diminished tenant demand, slower leasing velocity, and increased turnover among higher-risk early-stage biotechnology tenants,
particularly in markets where our portfolio is heavily concentrated in emerging biotechnology.
These industry dynamics may also affect our ability to raise capital to fund future development projects. If capital markets
perceive the life science sector as structurally challenged, our cost of capital may increase and our access to equity or debt financing
may be constrained. This could limit our ability to pursue new development opportunities, reposition existing assets, or invest in
To address these risks, we have employed and may continue to employ a range of mitigating strategies, including:
•Deepening relationships with top-tier venture capital firms and academic institutions to identify and support high-potential
•Expanding our proprietary products to offer operational support, shared infrastructure, and flexible leasing models that
•Enhancing our data and analytics capabilities to better assess tenant viability, monitor portfolio risk, and inform leasing
•Exploring strategic partnerships with pharmaceutical companies, contract research organizations (“CROs”), and
investment-grade institutions to create more stable demand anchors within our campuses.
•Convening influential stakeholders through our industry-leading Alexandria Summit® event series, which brings together
key decision makers, life science thought leaders, venture capital firms, members of Congress, regulatory agency
executives, and other policymakers to prioritize diseases with unmet needs and advance the development of novel
•Exploring alternative uses for Alexandria’s robust laboratory and office infrastructure by, for example, technology tenants
While we believe these strategies can help mitigate the impact of current industry headwinds, there can be no assurance that
they will fully offset the risks associated with reduced formation and performance of private biotechnology companies. If we are unable
to respond effectively to these evolving market conditions, our ability to lease space, maintain high occupancy levels, generate
consistent cash flows, deliver earnings growth, and provide long-term value to our stockholders may be materially and adversely
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significantly impact the national and global economic and financial environment, result in reduced economic confidence domestically
and globally, reduce investment spending, increase borrowing costs, impact availability and cost of capital, and significantly hinder or
reduce economic activity. These economic impacts could adversely affect our business and the businesses of our tenants.
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shutdown that lasted for 43 days. The shutdown affected certain key agencies at the federal government level, resulting in partial
closures of operations. During a shutdown, the FDA maintains critical operations but may be unable to accept or process new drug
applications. The NIH and CDC may experience staffing furloughs, suspended operations, and delayed reviews of grant applications.
Prolonged or repeated shutdowns or short-term Congressional budget resolutions could adversely affect business operations of some
of our tenants that depend on federal funding, contracts, or regulatory actions to sustain their operations. Our tenants may experience
delays in submitting or advancing new drug applications, or receiving device approvals should the operations at the FDA and other
oversight bodies be reduced. The NIH may pause peer-review meetings, issuance of new grants, and many program activities, and its
Clinical Center will be unable to launch new trials during the funding lapse. The FDA’s operations may become limited to work deemed
“safety-critical” and activities supported by carryover user fees, and the agency has stated it will be unable to accept certain new
submissions requiring fees until funding resumes. These outcomes could impede R&D progress, postpone commercialization
milestones, and delay anticipated financing. Additionally, the broader economic and capital market consequences of an extended
shutdown, such as weakened investor confidence, deferred initial public offerings (“IPOs”), and a slower pace of venture and private
equity deployment, could further strain tenants’ access to capital. Our tenants may seek to reduce cash outflows by delaying rent
payments, renegotiating lease terms, downsizing existing space commitments, or filing for bankruptcy or ceasing operations altogether.
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We cannot predict the timing or duration of appropriation lapses or the extent of any public policy changes. If a government
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weather patterns, and storm surges. In addition, properties in certain regions may face heightened exposure to wildfire and drought
conditions, which can lead to water stress and increased risk of property damage or operational disruption. Over time, these conditions
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maintenance, repair of water and/or wind damage, and snow removal at our properties.
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review following legal challenges. In March 2025, the SEC voted to withdraw its defense of the rules, and since that time it has
maintained the stay. As of the date of this report, the rules remain stayed indefinitely, and their future implementation is uncertain.
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schedule to be implemented through rulemaking by the California Air Resources Board (“CARB”). SB 261 requires covered companies
to prepare biennial climate‑related financial risk reports; however, a court order has delayed implementation of SB 261 pending appeal,
and CARB has indicated it will not enforce the January 1, 2026 deadline while the injunction remains in effect.
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are implementing requirements relating to GHG emissions associated with building operations. Some municipalities, including the Cities
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Following the 2024 U.S. elections and changes in U.S. federal policy priorities, developments may create regulatory
uncertainty with respect to climate change policy. For example, in January 2025, the U.S. submitted notice of withdrawal from the Paris
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progressively warmer and drier weather associated with ideal conditions for highly destructive wildfires. For example, most of our
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•Investment-grade renewable energy projects available for contracting by 2030 have declined due to interconnection
delays, transmission constraints, and rising demand from large buyers. Contract costs have increased, driven by higher
material and labor costs, tariffs, extended interconnection timelines, and competition. Additionally, changes in federal,
state, and local laws, incentive programs, and tax credits, as well as volatility in renewable energy credit markets are risks
that may impact project economics and timelines. Such changes in the availability, costs, regulatory environment, and
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actual or perceived noncompliance by us or the third parties with whom we work, could subject us to fines or penalties,
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In the U.S., federal, state, and local governments have enacted numerous data privacy and security laws. For example, the
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independent contractors who are California residents and requires businesses to provide specific disclosures in privacy notices and
honor requests of such individuals to exercise certain privacy rights. The CCPA provides for fines and allows private litigants affected by
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Additionally, under various privacy laws and other obligations, we may be required to obtain certain consents to process
personal information. For example, some of our data processing practices have been and may in the future be subject to challenges or
lawsuits under data privacy and communications laws, including for example under wiretapping laws, if we share personal information
with third parties through various methods, including cookies or via third-party marketing pixels. These practices may be subject to
increased challenges by class action plaintiffs. Our inability or failure to obtain consent for these practices could result in adverse
Our employees and personnel use generative artificial intelligence (“AI”) and/or automated decision-making technologies to
perform their work, and the disclosure and use of personal information in AI technologies is subject to various privacy laws and other
privacy obligations. Governments have passed and are likely to pass additional laws and regulations regulating AI and/or automated
decision-making technologies. Our use of this technology could result in additional compliance costs, regulatory investigations and
actions, and lawsuits. If we are unable to use AI and/or automated decision-making technologies, it could make our business less
Similar paragraph at 1 of 29 other Real estate companies: SBACWe publish privacy policies, marketing materials, and other statements concerning data privacy and security. Regulators in the
U.S. are increasingly scrutinizing these statements, and if these policies, materials, or statements are found to be deficient, lacking in
transparency, deceptive, unfair, misleading, or misrepresentative of our practices, we may be subject to investigation, enforcement
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services, disrupt their operations, or result in an adverse impact to their business.
It may be difficult and/or costly to detect, investigate, mitigate, contain, and remediate a security incident. Our efforts to do so
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remediate a security incident could result in outages, data losses, and disruptions of our business.
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mid-2025. The Federal Reserve’s vice chair for supervision announced in September 2025 that a revised, more industry-friendly version
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Paragraphs in the 10-Q filed Oct 26, 2026 that were not in the one before
71 paragraphs in the 10-Q filed Oct 26, 2026 with nothing like them in the 10-Q filed Aug 3, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
Reallocation of additional paid-in capital to consolidated joint venture partner’s noncontrolling $— $20,000 interest
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Acquisition of our partner’s noncontrolling interest in 199 East Blaine Street $— $96,543
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During the three months ended September 30, 2026, the sales agreement was terminated and we decided to retain the portfolio. Accordingly, we reclassified the portfolio from held for sale to held and used and remeasured the assets as required under GAAP. As a result, we reversed $ 31.5 million of previously recognized impairment, primarily related to foreign currency translation losses that were no longer expected to be recognized in earnings. The reversal increased the carrying amount of the applicable real estate assets and was recorded as a reduction of impairment of real estate in our consolidated statements of operations.
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(3)In October 2026, we completed a partial sale of our interest in this joint venture. Refer to “Campus Point by Alexandria Megacampus” within this Note 4 for additional information.
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As of September 30, 2026, we held a 59.3 % ownership interest in a consolidated joint venture that owns substantially all of the Campus Point by Alexandria Megacampus, comprising seven operating properties aggregating 1.6 million RSF, located in our University Town Center submarket of our San Diego market.
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Show the other 66
In October 2026, we completed the sale of an approximately 29 % noncontrolling interest in the consolidated real estate joint venture that owns substantially all of the Campus Point by Alexandria Megacampus for $ 475.0 million. We expect our new partner’s initial share of the annual distributions to approximate 5.5 % of the $ 475.0 million contributed capital. Upon completion of the sale, our ownership interest in the real estate joint venture decreased to approximately 30 %. We expect to fund the majority of future construction costs at the Megacampus, which is expected to increase our ownership interest in the campus over time to over 50 %, with the ownership interests of our new joint venture partner and existing joint venture partner decreasing to below 20 % and 30 %, respectively. Our new joint venture partner has the right to require us to purchase its interest after the seventh anniversary of the transaction in exchange for shares of our common stock, subject to a contractual share issuance limit, or, at our election, in cash or a combination of cash and shares.
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We retained control and therefore continue to consolidate the properties held by the real estate joint venture. Accordingly, we accounted for the $ 44.2 million difference between the consideration received and the book value of our interest sold as an increase to additional paid-in capital, with no gain recognized in earnings.
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(2)As of September 30, 2026, we had no outstanding balance on our unsecured senior line of credit.
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(3)Our junior subordinated notes will initially bear interest at 7.250 % per year through, but excluding, February 15, 2032. Thereafter, the interest rate will reset every five years to the five-year U.S. Treasury rate plus 2.889 %, subject to a minimum interest rate of 7.250 %. In addition, we may redeem the notes at 100% of principal plus accrued and unpaid interest during the period beginning November 17, 2031 and ending on February 15, 2032, and thereafter on any interest payment date.
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In August 2026, we completed a public offering of $ 1.00 billion aggregate principal amount of 7.250 % Series A fixed-to-fixed reset rate junior subordinated notes due 2057. The notes will initially bear interest at 7.250 % per year through, but excluding, February 15, 2032. Thereafter, the interest rate will reset every five years to the five-year U.S. Treasury rate plus 2.889 %, subject to a minimum interest rate of 7.250 %. We may elect to defer interest payments for up to five consecutive years, subject to the terms of the notes, including certain restrictions on paying dividends and repurchasing equity. The notes may be redeemed at our option in whole or in part at 100% of principal plus accrued and unpaid interest during the period beginning November 17, 2031 and ending on February 15, 2032, and thereafter on any interest payment date. The notes may also be redeemed in whole, but not in part, at 100% of principal plus accrued and unpaid interest upon certain tax events and at 102% of principal plus accrued and unpaid interest upon certain rating agency events.
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No amounts were reclassified from accumulated other comprehensive income to earnings because the related net investment had not been sold or substantially liquidated.
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Effect Recognized Location in Consolidated Statement Three Months Ended Nine Months Ended
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months ended September 30, 2026 and 2025 (in thousands, except per share amounts):
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• For the three months ended September 30, 2026 annualized: 6.9x; 6.6x on a pro forma basis reflecting the October 2026 closing of the sale of our partial interest in the Campus Point by Alexandria joint venture.
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Solid 3Q26 total leasing volume exceeding 1.2 million RSF; highest total quarterly volume since 4Q24
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167,543 RSF of executed leases and leases under negotiation for space not yet delivered
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Resolution of certain construction projects under evaluation and reduction of capital spend and funding needs
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• We entered into a purchase and sale agreement with an institutional user for the sale of 421 Park Drive on the Alexandria Center® for Life Science - Fenway Megacampus, aggregating 339,668 RSF, which represents substantially all of our development project at this location. The disposition is expected to generate significant sales proceeds and to reduce future potential construction spend by approximately $136 million, with closing anticipated in the fourth quarter of 2026.
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• 198,992 RSF to Novo Nordisk for its R&D Center at 60 Sylvan Road on the Alexandria Center® for Life Science - Waltham Megacampus.
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Placed into service during nine months ended September 30, 2026 $98 (1) 1,061,280 87%
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• In August 2026, we completed a public offering of $1.00 billion aggregate principal amount of 7.250% Series A fixed-to-fixed reset rate junior subordinated notes due 2057. The notes will initially bear interest at 7.250% per year through, but excluding, February 15, 2032. Thereafter, the interest rate will reset every five years to the five-year U.S. Treasury rate plus 2.889%, subject to a minimum interest rate of 7.250%. We may elect to defer interest payments for up to five consecutive years, subject to the terms of the notes, including certain restrictions on paying dividends and repurchasing equity. We may also redeem at 100% of principal plus accrued and unpaid interest during the period beginning November 17, 2031 and ending on February 15, 2032, and thereafter on any interest payment date. This issuance supports our liquidity, capital structure and deleveraging objectives while receiving 50% equity treatment from key rating agencies for purposes of the computations of leverage, fixed charges, and other credit metrics.
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• In August 2026, we completed a public offering of $1.0 billion aggregate principal amount of 7.250% junior subordinated notes due 2057. The notes will initially bear interest at 7.250% per year through, but excluding, February 15, 2032. Thereafter, the interest rate will reset every five years to the five-year U.S. Treasury rate plus 2.889%, subject to a minimum interest rate of 7.250%. We may elect to defer interest payments for up to five consecutive years, subject to the terms of the notes, including certain restrictions on paying dividends and repurchasing equity. We may also redeem at 100% of principal plus accrued and unpaid interest during the period beginning November 17, 2031 and ending on February 15, 2032, and thereafter on any interest payment date. This issuance supports our capital structure and deleveraging objectives while receiving 50% equity treatment from key rating agencies.
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• Issuance of $1.00 billion of 7.250% Series A fixed-to-fixed reset rate junior subordinated notes due 2057, which was completed in August 2026.
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Leased Negotiating Early Tenant Marketing/ Total(2) Leased Negotiating Early Tenant Marketing/ Total Discussions Remaining Discussions Remaining
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Alexandria Technology Square®/Greater Boston – Cambridge/Inner Suburbs January 2027 5,652 — 37,960 22,951 60,911 (1)
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5 Takeda Pharmaceutical Company Limited 10.1 386,111 41,673 2.2 Baa1 BBB+ $52.65
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(4)Intellia Therapeutics, Inc. is an established, publicly traded clinical-stage biotechnology company focused on CRISPR-based gene-editing therapies. The company reported positive Phase 3 clinical results in 2026 and reported cash, cash equivalents and marketable securities of $628.4 million as of June 30, 2026. Additionally, on September 4, 2026, the company announced it secured a non-dilutive senior secured term loan facility for up to $400 million.
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(8)Altos Labs, Inc. is a private biotechnology company led by Hal Barron, M.D., former GlaxoSmithKline Chief Scientific Officer and President, R&D. Altos Labs launched with $3.0 billion in private funding in 2022, and is backed by a group of prominent investors.
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(1)Includes 779,842 RSF and $14.9 million of annual rental revenue located in Canada.
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Total dispositions completed during the nine months ended September 30, 2026 241,750
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Campus Point by Alexandria(5) University Town Center/San Diego 10/23/26 (5) 1,586,697 366,816 475,000 Total completed 2026 dispositions and sales of partial interests as of October 26, 2026 716,750 Our share of pending dispositions and sales of partial interests subject to:
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(2)Represents one vacant office property that was originally acquired with the intent to redevelop for life science use and expand our Megacampus ecosystem. The asset was sold due to the macroeconomic outlook for the project and the significant capital required to redevelop and lease the property.
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(4)Our share of dispositions completed during the three months ended September 30, 2026 had annual net operating income of $4.4 million (based on the three months ended June 30, 2026, annualized) with a weighted-average disposition date of July 29, 2026.
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(7)Including the impact of the $1.0 billion junior subordinated notes issued during the three months ended September 30, 2026, the weighted-average projected completion date of these sources of capital is expected to be October 2026. New Class A/A+ development and redevelopment properties: recent deliveries
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Property/Market/Submarket 3Q26 Our RSF Placed in Service Occupancy Total Project Unlevered Yields(2)
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(4)Occupancy reflects total operating RSF placed in service as of each respective delivery date when the space was placed into service. Subsequent occupancy changes are not reflected. (5)The lease with Novo Nordisk, an investment-grade tenant, was executed in a highly competitive leasing environment and provides strong long-term value through a 15-year term and 3% annual rent escalations. The lower cash yield relative to the original underwriting is primarily driven by higher development costs and lower rental assumptions than initially forecasted due to market changes.
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Evaluating business and financial strategy; earliest potential lab delivery in 2028(3)(4)
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Evaluating business and financial strategy; earliest potential lab delivery in 2028(3)(4)
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(4)As of June 30, 2026, 311 Arsenal Street and 421 Park Drive in our Greater Boston market were included in projects for which we were evaluating our business and financial strategy. During the three months ended September 30, 2026, we reclassified the 339,020 RSF redevelopment project at 311 Arsenal Street to operating following the execution of leases aggregating 66,859 RSF, with additional leases aggregating 100,684 RSF under negotiation for advanced technology use, which is expected to reduce future potential construction spending by approximately $220 million. We also entered into a purchase and sale agreement with an institutional user for the sale of 339,668 RSF at 421 Park Drive, representing substantially all of our development project at this location. This portion of the project was classified as held for sale as of September 30, 2026. The transaction is anticipated to close in the fourth quarter of 2026 and is expected to reduce future potential construction spending by approximately $136 million.
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Development and redevelopment – placed into service or reclassified into operating after January 1, 2025 230 Harriet Tubman Way 1
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During the three months ended September 30, 2026, no gain on sales of real estate was recognized. During the three months ended September 30, 2025, we recognized a $9.4 million gain related to the disposition of our controlling interest in a consolidated joint venture that owns Pacific Technology Park in our Sorrento Mesa submarket. The gain was classified in gain on sales of real estate within our consolidated statement of operations for the three months ended September 30, 2025.
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During the nine months ended September 30, 2026, no gain on sales of real estate was recognized. During the nine months ended September 30, 2025, we recognized $22.5 million of gains classified in gain on sales of real estate within our consolidated statement of operations. These gains included $12.7 million recognized during the three months ended March 31, 2025, in connection with one sales-type lease for an operating property in our Seattle market, and $9.3 million recognized upon the disposition of our controlling interest in a consolidated joint venture that owns Pacific Technology Park in our Sorrento Mesa submarket. The gains were classified in gain on sales of real estate within our consolidated statement of operations for the nine months ended September 30, Other comprehensive loss
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Key Categories of Average Real Estate Basis Qualifying for Capitalization Three Months Ended
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Projects continuing to qualify for capitalization of interest as of the end of 3Q26 $4,464,618
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Components of average real estate basis of projects continuing to require capitalization of interest as of the end of 3Q26
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Land/future development projects with pre-construction milestones through 2028(4) 2,344,859
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Average real estate basis of projects continuing to qualify for capitalization of interest $4,464,618 as of the end of 3Q26
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4Q26 projected range for average real estate capitalization basis $3,400,000 – $4,900,000
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(3)In August 2026, we issued $1.00 billion of 7.250% Series A fixed-to-fixed reset rate junior subordinated notes due 2057, allowing us to reduce the midpoint of our 2026 dispositions and sales of partial interests guidance by $1.0 billion. The proceeds from this issuance support our capital structure and deleveraging objectives, and the notes receive 50% equity treatment from key rating agencies for the computation of key credit metrics. We do not anticipate the issuance of any common equity during 2026. As of October 26, 2026, completed dispositions and sales of partial interests aggregated $716.8 million, our share of pending dispositions and sales of partial interests subject to non-refundable deposits aggregated $355.4 million and signed letters of intent and/or purchase and sale agreement late-stage negotiations aggregated $1.55 billion. These transactions aggregate approximately $2.62 billion, exceeding the $1.90 billion midpoint of our 2026 guidance and potentially providing advanced funding of our 2027 capital needs, whereby certain dispositions and sales of partial interests may be completed in 2026 with proceeds deferred or available to be drawn in 2027, subject to timing and market conditions.
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Realized gains on non-real estate investments(3) $50 $80 $60 $90 $10 million reduction(3)
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• Based upon current market conditions, we preliminarily estimate at least a similar level of reduction in funds from operations may be necessary in 2027.
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• Depending on the timing and magnitude of the specific tenant wind-downs, we anticipate that 2027 occupancy may also be negatively impacted. 2)Development-related other income
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• In addition, we entered into a purchase and sale agreement with an institutional user for the sale of our development project at 421 Park Drive on the Alexandria Center® for Life Science - Fenway Megacampus aggregating 339,668 RSF. The disposition is expected to close during the three months ended December 31, 2026, resulting in significant sales proceeds and reducing future construction spending by approximately $136 million.
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• Our average real estate basis capitalized during the three months ended September 30, 2026 was $5.87 billion. As of September 30, 2026, real estate basis that continued to qualify for capitalization declined to $4.46 billion, primarily driven by the cessation of capitalization on our projects at 421 Park Drive on the Alexandria Center® for Life Science - Fenway Megacampus and Alexandria Stanford Life Science District, both of which were classified as held for sale as of September 30, 2026, as well as a delivered project at Alexandria Center® for Life Science - Waltham Megacampus during the three months ended September 30, 2026. During the three months ended December 31, 2026, we expect average real estate basis capitalized to range from $3.4 billion to $4.9 billion. Refer to “Capitalization of interest” in Item 2 for additional details.
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The following key considerations for 2027 and 2028 reflect our preliminary expectations based on current market conditions. These expectations could change materially and are subject to a variety of factors, including industry, governmental, geopolitical, and macroeconomic conditions, including changes in interest rates, as well as other factors described in our SEC filings, including our most recent annual report on Form 10-K and any subsequent quarterly reports on Form 10-Q.
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• For the year ending December 31, 2027, we expect average operating occupancy to temporarily decline relative to our projected operating occupancy as of December 31, 2026, primarily due to expected downtime associated with the 1.4 million RSF 2027 key lease expirations disclosed in “Contractual lease expirations” in Item 2, as well as the potential for tenant wind-downs.
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• For the year ending December 31, 2028, we expect average operating occupancy to improve relative to projected average operating occupancy for the year ending December 31, 2027, driven by the lease-up of temporary vacancy partially offset by approximately 718 thousand RSF of 2028 key lease expirations with expected downtime as disclosed in “Contractual lease expirations” in Item 2.
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• For the year ending December 31, 2027, we expect same property net operating income performance to improve compared with the midpoint of our guidance range for 2026 but remain negative, primarily due to the expected temporary year-over-year decline in average operating occupancy, including the impact of expected downtime associated with 1.4 million RSF of 2027 key lease expirations.
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• For the year ending December 31, 2028, we expect same property net operating income performance to improve compared with 2027, primarily driven by operating occupancy growth and the lease-up of vacant space, subject to leasing and market conditions.
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• For 2028, we expect a further decline in construction spending relative to 2027, primarily driven by lower development and redevelopment spending. Construction spending on revenue- and non-revenue-enhancing capital expenditures related to our operating portfolio is expected to continue to support the lease-up of temporary vacancy, subject to leasing and market conditions.
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• For 2027, capital will be required to fund construction spending as we continue to prudently manage our key credit metrics, including net debt and preferred stock to Adjusted EBITDA ratio. In general, we expect to rely on asset recycling transactions and other sources of cost-effective capital to support the achievement of our 2027 key credit metric ratios targets, including net debt and preferred stock to Adjusted EBITDA.
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• For 2028, if we have growth in Adjusted EBITDA, we may use incremental long-term debt to fund a portion of our capital needs on a leverage neutral basis. In addition, we may use asset recycling and other sources of cost-effective capital to support the achievement of our 2028 key credit metric ratio targets, including net debt and preferred stock to Adjusted EBITDA.
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As of September 30, 2026, we had no outstanding balance on our unsecured senior line of credit.
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In August 2026, we completed a public offering of $1.00 billion aggregate principal amount of 7.250% Series A fixed-to-fixed reset rate junior subordinated notes due 2057. The notes will initially bear interest at 7.250% per year through, but excluding, February 15, 2032. Thereafter, the interest rate will reset every five years to the five-year U.S. Treasury rate plus 2.889%, subject to a minimum interest rate of 7.250%. We may elect to defer interest payments for up to five consecutive years, subject to the terms of the notes, including certain restrictions on paying dividends and repurchasing equity. The notes may be redeemed at our option in whole or in part at 100% of principal plus accrued and unpaid interest during the period beginning November 17, 2031 and ending on February 15, 2032, and thereafter on any interest payment date. The notes may also be redeemed in whole, but not in part, at 100% of principal plus accrued and unpaid interest upon certain tax events and at 102% of principal plus accrued and unpaid interest upon certain rating agency events.
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In October 2026, in connection with the sale of a partial noncontrolling interest in the joint venture that owns substantially all of Campus Point by Alexandria Megacampus, the new joint venture partner has a put right exercisable beginning on the seventh anniversary of the transaction. The put right allows the partner to require us to acquire its interest in exchange for shares of our common stock, subject to a contractual share issuance limit, or, at our election, for cash, or a combination of cash and shares. Refer to Note 4 - “Consolidated and unconsolidated real estate joint ventures” to our unaudited consolidated financial statements in Item 1 for additional details.
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(1)Represents 50% of the interest expense associated with our junior subordinated notes payable, corresponding to the portion of the related amount that key rating agencies treat as equivalent to a common dividend for credit-analysis purposes.
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(1)Represents the 50% equity treatment assigned by key rating agencies to the $1.0 billion principal amount of our junior subordinated notes payable. Net operating income, net operating income (cash basis), and operating margin
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(1)Represents the 50% equity treatment assigned by key rating agencies to the $1.0 billion principal amount of our junior subordinated notes payable. Total equity capitalization
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Item 6
4.2 Supplemental Indenture No. 3, dated as of August 21, 2026, by and among Form 8-K August 21, 2026 Alexandria Real Estate Equities, Inc., as Issuer, Alexandria Real Estate Equities, L.P., as Guarantor, and U.S. Bank Trust Company, National Association, as Trustee
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4.3 Form of 7.250% Series A Fixed-to-Fixed Reset Rate Junior Subordinated Notes Form 8-K August 21, 2026 due 2057 (included in Exhibit 4.2 above)
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101.1 The following materials from the Company’s quarterly report on Form 10-Q for N/A Filed herewith the quarterly period ended September 30, 2026, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025 (unaudited), (ii) Consolidated Statements of Operations for the three and nine months ended September 30, 2026 and 2025 (unaudited), (iii) Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2026 and 2025
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Oct 26, 2026 against Item 1A of the 10-K filed Jan 26, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
This 10-Q has no Item 1A (Risk Factors) text of its own, so there is nothing to compare. Many companies leave it out when their risks have not changed.