American Assets Trust, Inc. 8-K

What Happened American Assets Trust, Inc. filed an 8-K on May 11, 2026 disclosing a Voting Support Agreement with the Ernest Rady Trust U/D/T March 10, 1983, the Evelyn Shirley Rady Trust U/D/T March 10, 1983, and American Assets, Inc. The Board increased the prior 2011 excepted holder limit for the Rady Trust Group from 19.9% to a 2026 Excepted Holder Limit of 21.9% of outstanding common stock, and simultaneously reduced the Charter’s Aggregate Stock Ownership Limit and Common Stock Ownership Limit to 6.775%.

Key Details

• Voting Agreement dated May 11, 2026 conditions the 21.9% excepted holder limit on the Stockholder agreeing to voting restrictions for any shares that cause the Rady Trust Group’s ownership to exceed 19.9% (the “Subject Shares”).
• For Subject Shares at non-contested meetings, the Rady Trust Group must either abstain or vote those shares in the same proportions as proxies received from other stockholders at the start of the meeting.
• At contested meetings (when someone other than the Board solicits proxies), the Rady Trust Group must vote Subject Shares in line with the Board’s recommendation and abstain where the Board makes no recommendation.
• The Stockholder granted the Company an irrevocable proxy (coupled with an interest) to cast votes for the Subject Shares in accordance with these restrictions. The Company will file a Certificate of Notice in Maryland to reflect the reduced ownership limits.

Why It Matters This filing documents a formal deal that lets the Rady Trust Group hold up to 21.9% of American Assets Trust while placing legal voting limits on any shares above 19.9%. For investors, that means a slightly higher potential concentrated economic stake by the founding family but constrained voting influence for the portion that exceeds 19.9%, especially in contested situations. The Board says the change preserves long-term alignment between Ernest Rady’s economic interests and other shareholders; the company did not report any immediate financial or operational impact in this filing.