UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): ~~February~~March 2531, 2026

ALEXANDRIA REAL ESTATE EQUITIES, INC.

(Exact name of registrant as specified in its charter)

Maryland

1-12993

95-4502084

(State or other jurisdiction of
incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

26 North Euclid Avenue Pasadena, California		91101
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (626) 578-0777

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4 (c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value per share	ARE	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company                   ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 15.0103 ~~Entry~~Amendments ~~Into~~to aArticles ~~Material~~of ~~Agreement~~Incorporation or Bylaws; Change in Fiscal Year.

On ~~February~~and 25effective March 31, 2026, Alexandria Real Estate Equities, Inc. (~~the~~ “~~Company~~Alexandria,”) ~~issued~~or ~~and sold $750,000,000 aggregate principal amount of~~ the “Company’s”) ~~5.25%~~filed ~~Senior~~Articles ~~Notes~~Supplementary ~~due 2036~~ (the “~~Notes~~Articles Supplementary”) inwith the aState ~~registered~~Department ~~public~~of ~~offering~~Assessments ~~pursuant to an effective shelf registration statement on Form S-3 on file with the Securities~~ and ~~Exchange~~Taxation ~~Commission~~of Maryland.

The ~~Notes~~ ~~are~~Articles ~~governed~~Supplementary byreflect the ~~terms~~Company’s ofelection anto opt ~~Indenture,~~out ~~dated~~(the as“opt out”) of ~~February~~Section 3-804(a) of ~~13,~~the ~~2025~~Maryland General Corporation Law (~~the~~ “~~Base Indenture~~MGCL”), bythe ~~and~~statutory provision ~~among~~that requires the ~~Company,~~ asaffirmative ~~issuer,~~vote ~~Alexandria~~of ~~Real~~at ~~Estate~~least ~~Equities,~~two-thirds ~~L.P.,~~of asall ~~guarantor~~of (the ~~“Guarantor”),~~ ~~and~~votes ~~U.S.~~entitled ~~Bank~~to ~~Trust~~be ~~Company, National~~cast ~~Association,~~by asstockholders ~~trustee~~generally in (the ~~“Trustee”),~~ aselection ~~supplemented~~of bydirectors ~~Supplemental~~to ~~Indenture~~remove Nodirectors. 2,As ~~dated~~a asresult of ~~February~~ 25the opt-out, ~~2026 (~~the ~~“Second~~ ~~Supplemental~~Company ~~Indenture”~~is ~~and,~~no ~~together~~longer ~~with~~subject to the ~~Base~~two-thirds ~~Indenture,~~director-removal voting ~~the~~requirement under MGCL Section ~~“Indenture”~~3-804(a)~~, by~~. ~~and~~Director ~~among~~removal is now governed by the Company’s charter, which provides for the ~~Guarantor~~ ~~and~~removal of directors by the ~~Trustee~~affirmative vote of a majority of all votes entitled to be cast on the matter.

The ~~Notes~~Articles ~~bear~~Supplementary ~~interest~~were atapproved aby ~~rate of 5.25% per year, from and including February 25, 2026 or~~ the ~~most recent interest payment date to which interest has been paid, and are payable semi-annually~~Company’s inBoard ~~arrears on March 15 and September 15~~ of ~~each~~Directors ~~year, beginning~~ on ~~September 15~~March 30, 2026~~. The Notes mature on March 15~~, ~~2036.~~following ~~The~~the ~~Notes~~stockholder ~~are fully~~approval ~~and~~of ~~unconditionally guaranteed on~~ a ~~senior~~“Simple ~~basis~~Majority byVote” ~~the~~proposal ~~Guarantor~~at (the 2025 ~~“Guarantee”),~~Annual ~~are~~Meeting ~~the unsecured senior obligations~~ of ~~the Company and rank equally with the Company’s existing and future unsecured senior indebtedness~~Stockholders.

The ~~Company~~foregoing ~~has~~summary of the ~~option~~Articles toSupplementary ~~redeem~~is ~~all~~qualified ~~or a~~in ~~part~~its ofentirety ~~the~~by ~~Notes~~reference atto ~~any~~the ~~time~~Articles orSupplementary ~~from~~filed ~~time~~as toExhibit 3.1 ~~time~~hereto.

Before December 15, 2035, the redemption price for the Notes will equal the sum of (i) 100% of the principal amount of the Notes being redeemed, (ii) accrued and unpaid interest thereon, if any, to, but excluding, the date of the redemption, and (iii) a make-whole amount. On or after December 15, 2035, the redemption price for the Notes will be equal to the sum of 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the date of redemption.

The Indenture contains covenants that, among other things, limit the ability of the Company, the Guarantor and the Company’s subsidiaries to (i) consummate a merger, consolidation or sale of all or substantially all of the Company’s assets and (ii) incur secured or unsecured indebtedness. These covenants are subject to a number of important exceptions and qualifications.

The Indenture also provides for customary events of default. In the case of an event of default resulting from certain events of bankruptcy, insolvency or reorganization, the principal of and accrued and unpaid interest, if any, on all outstanding Notes will become due and payable immediately without further action or notice. If any other event of default under the Indenture with respect to a series of the Notes occurs and is continuing, the Trustee or holders of not less than 25% in principal amount of the then outstanding Notes of such series may declare all the Notes of such series to be due and payable immediately.

The foregoing descriptions of the Notes and the Indenture do not purport to be complete and are qualified in their entirety by the full text of the Base Indenture, the Second Supplemental Indenture and the form of the Notes and Guarantee, which are filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

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

The information provided in Item 1.01 of this Current Report on Form 8-K pertaining to the Notes and the Indenture is incorporated by reference into this Item 2.03.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits

43.1* ~~Indenture~~Articles Supplementary, dated asMarch ~~of February 13~~31, ~~2025~~2026, ~~among~~relating ~~Alexandria Real Estate Equities, Inc., Alexandria Real Estate Equities, L.P. and U.S. Bank Trust Company, National Association, as trustee, filed as an exhibit~~ to ~~the~~Subtitle ~~Company’s~~8 ~~Current~~of ~~Report~~Title on3 ~~Form~~of ~~8-K filed with~~ the ~~SEC~~Maryland onGeneral ~~February~~Corporation ~~13, 2025~~Law.

4.2 Supplemental Indenture No. 2, dated as of February 25, 2026, by and among Alexandria Real Estate Equities, Inc., Alexandria Real Estate Equities, L.P. and U.S. Bank Trust Company, National Association, as trustee.

4.3 Form of 5.25% Senior Note due 2036 (included in Exhibit 4.2 above).

5.1 Opinion of Venable LLP.

5.2 Opinion of Morrison & Foerster LLP.

8.1 Tax Opinion of Morrison & Foerster LLP.

23.1 Consent of Venable LLP (included in opinion filed as Exhibit 5.1).

23.2 Consent of Morrison & Foerster LLP (included in opinion filed as Exhibit 5.2).

23.3 Consent of Morrison & Foerster LLP (included in opinion filed as Exhibit 8.1).

104.1

Cover Page Interactive Data File (embedded within the Inline XBRL document).

(*) 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 hereunto duly authorized.

	ALEXANDRIA REAL ESTATE EQUITIES, INC.
Date: February 25, 2026	By:	/s/ Marc E. Binda
March 31, 2026	By:	/s/ Marc E. Binda
		Marc E. Binda
		Chief Financial Officer and Treasurer

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