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): July ~~May 13~~9, 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 51.~~07 Submission~~01. Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders.~~Agreement

~~Alexandria~~Escrow Real Estate Equities, Inc., a Maryland corporation (“Alexandria” or the "Company"), held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) on May 13, 2026. At the 2026 Annual Meeting, there were present in person or by proxy 153,657,292 shares of Alexandria’s common stock, representing stockholders entitled to cast approximately 89% of the total outstanding eligible votes and constituting a quorum. Set forth below are the voting results for the three proposals considered and voted upon at the 2026 Annual Meeting, all of which proposals were described in the 2026 Proxy Statement.Agreement

1On July 9, 2026, Alexandria Real Estate Equities, Inc. ~~Election~~, a Maryland corporation (the “Company”), and its subsidiary, Alexandria Real Estate Equities, L.P., a Delaware limited partnership (the “Operating Partnership”), entered into an escrow agreement (the “Escrow Agreement”) with Citibank, N.A., as administrative agent (the “Administrative Agent”), certain lenders (the “Lenders”) and O’Melveny & Myers LLP, as escrow agent (the “Escrow Agent”), pursuant to which the Company, the Operating Partnership, the Administrative Agent, and the Lenders, intending to enter into a fourth amended and restated credit agreement in the form attached as an exhibit thereto (the “Fourth Amended Credit Agreement”), submitted their signature pages to the Fourth Amended Credit Agreement to be held by the Escrow Agent in escrow. Pursuant to the Escrow Agreement, the Escrow Agent will release the signatures to the Fourth Amended Credit Agreement and the Fourth Amended Credit Agreement will become effective upon satisfaction by the Company of ~~Directors~~certain conditions precedent to the effectiveness of the Fourth Amended Credit Agreement set forth in the Fourth Amended Credit Agreement. If the conditions are not satisfied by the Company on or prior to October 1, 2026, the Fourth Amended Credit Agreement signature pages will be deemed to have been revoked, the escrow arrangements under the Escrow Agreement will terminate, and the Fourth Amended Credit Agreement will not become effective.

Director	For	Against	Abstained	Broker Non-Vote (1)
Joel S. Marcus	138,142,272	4,887,546	795,988	9,831,486
Steven R. Hash	131,946,827	11,072,564	806,415	9,831,486
Claire Aldridge, Ph.D.	141,379,762	1,649,567	796,477	9,831,486
James P. Cain	112,086,084	30,933,159	806,563	9,831,486
Maria C. Freire, Ph.D.	137,164,476	5,865,054	796,276	9,831,486
Richard H. Klein	132,160,233	10,853,886	811,687	9,831,486
Sheila K. McGrath	140,646,008	2,383,900	795,898	9,831,486
Michael A. Woronoff	138,142,466	4,878,168	805,172	9,831,486

The conditions to be satisfied by the Company include the delivery of certain legal opinions and certificates, the termination of, and payment in full of the obligations under, the Third Amended and Restated Credit Agreement, dated as of September 19, 2024 (the “Existing Credit Agreement”), among the Company, the Operating Partnership, the other guarantors (if any) from time to time party thereto, each lender from time to time party thereto, each L/C issuer from time to time party thereto and Citibank, N.A., as the administrative agent, and the payment of prescribed fees. While there can be no assurance in this regard, the Company expects that it will satisfy the conditions on or prior to October 1, 2026, and that the Fourth Amended Credit Agreement will thereupon become effective. The purpose and effect of the Escrow Agreement are to permit the Company to “lock in” the current terms and conditions of the Fourth Amended Credit Agreement and the identities of the lenders thereunder while deferring the commencement of the term of the credit facility to be provided under the Fourth Amended Credit Agreement until the Company satisfies the conditions to effectiveness. As a result, the term of the Fourth Amended Credit Agreement will not begin and the Company will not be able to avail itself of the credit provided thereby until conditions to the effectiveness of the Fourth Amended Credit Agreement are satisfied.

~~(1) Broker~~Credit non-votes represent proxies that are uninstructed on a proposal and submitted by brokers or other nominees who lack discretionary authority to vote on the proposal absent instructions from the beneficial owner of shares of stock. Agreement

~~2. Non-binding~~Upon ~~Advisory~~effectiveness, ~~Vote~~the toFourth ~~Approve~~Amended ~~the~~Credit ~~Compensation~~Agreement ofis expected to replace the Company’s ~~Named~~Existing ~~Executive~~Credit ~~Officers~~Agreement. Citibank, N.A. is anticipated to serve as administrative agent; Citibank, N.A., BofA Securities, Inc., JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA, Royal Bank of Canada, Banco Bilbao Vizcaya Argentaria, S.A. New York Branch, Mizuho Bank, Ltd., Sumitomo Mitsui Banking Corporation, TD Bank, N.A., The Bank of Nova Scotia, Truist Securities, Inc., and U.S. Bank National Association are expected to serve as joint lead arrangers; and Citibank, N.A., BofA Securities, Inc., JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA, and Royal Bank of Canada are expected to serve as joint bookrunners under the Fourth Amended Credit Agreement. The Fourth Amended Credit Agreement is expected to provide for, among other things, a $5 billion unsecured senior revolving credit facility (the “Revolving Credit Facility”) and an accordion option to increase aggregate commitments under the Fourth Amended Credit Agreement by up to an additional $1 billion. Borrowings under the Revolving Credit Facility are anticipated to bear interest at a “Floating Rate,” “Daily RFR Rate,” or “Base Rate” specified in the Fourth Amended Credit Agreement, plus, in any case, a margin specified in the Fourth Amended Credit Agreement. The margin at closing applicable to loans based on the Floating Rate and Daily RFR is anticipated to be 0.725%. The Fourth Amended Credit Agreement is expected to remove the sustainability margin adjustments provided for in the Existing Credit Agreement, but is also expected to permit amendments for future sustainability-linked margin adjustments, subject to customary conditions and parameters.

~~Alexandria’s~~The ~~stockholders~~Fourth ~~voted,~~Amended onCredit aAgreement ~~non-binding,~~is ~~advisory~~expected ~~basis,~~ to ~~approve~~extend the ~~compensation~~maturity ofdate ~~its~~for ~~named~~the ~~executive~~Revolving ~~officers,~~Credit asFacility ~~disclosed~~to inJanuary ~~Alexandria’s~~22, ~~2026 Proxy Statement. 120~~2032,~~634,672~~ ~~votes~~provided ~~were~~that ~~cast “for”~~ the ~~approval,~~Company ~~22,256,976~~exercises ~~votes~~its ~~were~~rights ~~cast~~to ~~“against”~~extend the ~~approval,~~maturity ~~and~~date ~~934,158~~twice ~~votes~~by ~~abstained.~~an ~~Additionally,~~additional ~~there~~six ~~were~~months ~~9,831,486~~for ~~broker~~each ~~non-votes~~exercise ~~for~~upon ~~this~~the ~~proposal~~satisfaction of certain conditions.

3Item 2. ~~Ratification~~03. Creation of ~~Appointment~~a ofDirect ~~Independent~~Financial ~~Public~~Obligation ~~Registered~~or ~~Accountants~~an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

~~Alexandria’s~~The ~~stockholders~~information ~~voted~~included toin ~~ratify~~Item ~~the appointment of Ernst & Young LLP as Alexandria’s independent registered public accountants for the fiscal year ending December 31, 2026~~1.01 ~~138,418,729~~is ~~votes~~incorporated ~~were~~herein ~~cast~~by ~~“for” the ratification, 15,130,872 votes were cast “against” the ratification, and 107,691 votes abstained~~reference. ~~There were no broker non-votes for this proposal.~~

~~Item~~Forward-looking ~~9.01 Financial~~ Statements ~~and Exhibits.~~

This current report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements may be identified by the use of words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “intends,” “plans,” “estimates,” or “anticipates,” or the negative of these words or similar words, and include (dwithout limitation) ~~Exhibits~~ statements regarding the anticipated effectiveness of the Fourth Amended Credit Agreement, the expected satisfaction of the conditions to effectiveness, the expected terms of the Fourth Amended Credit Agreement, including the amount of the Revolving Credit Facility, the accordion option, applicable margins, any sustainability-linked margin adjustments, the anticipated roles of the administrative agent, lenders, arrangers and bookrunners, the expected maturity date and extension options and the expected replacement of the Existing Credit Agreement. Forward-looking statements involve certain risks and uncertainties, and actual results may differ materially from those discussed in each such statement. A number of important factors could cause actual results to differ materially from those included within or contemplated by the forward-looking statements, including, but not limited to, the factors described in the Company's filings with the Securities and Exchange Commission, including the Company's most recent annual report on Form 10-K and any subsequent quarterly reports on Form 10-Q. The Company does not undertake any responsibility to update any of these factors or to announce publicly any revisions to any of the forward-looking statements contained in this or any other document, whether as a result of new information, future events, or otherwise.

ExhibitNumber						Exhibit Title
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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.~~

ALEXANDRIA REAL ESTATE EQUITIES, INC.

May 14, 2026

By:

/s/ Marc E. Binda

Date: July 9, 2026

By:

/s/ Marc E. Binda

~~Marc E. Binda~~

Marc E. Binda

~~Chief Financial Officer and Treasurer~~

Chief Financial Officer and Treasurer

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