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What changed in American Assets Trust, Inc.'s 10-K2024 vs 2025

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Paragraph-level year-over-year comparison of American Assets Trust, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+320 added304 removedSource: 10-K (2026-02-06) vs 10-K (2025-02-12)

Top changes in American Assets Trust, Inc.'s 2025 10-K

320 paragraphs added · 304 removed · 261 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeErnest Rady, our Chief Executive Officer (through December 31, 2024) and Executive Chairman (effective January 1, 2025), Adam Wyll, our President and Chief Operating Officer (through December 31, 2024) and President and Chief Executive Officer (effective January 1, 2025), and Robert Barton, our Chief Financial Officer and the other members of senior management, each have over 30 years of commercial real estate experience (or 25 years in the case of Mr.
Biggest changeErnest Rady, our Executive Chairman, Adam Wyll, our President and Chief Executive Officer, and Robert Barton, our Chief Financial Officer, and the other members of senior management, each have over 25 years of commercial real estate experience. Business and Growth Strategies Our primary business objectives are to increase operating cash flows, generate long-term growth and maximize stockholder value.
Furthermore, we may not be able to obtain adequate insurance coverage at reasonable costs in the future if the costs associated with property and casualty renewals become higher than anticipated or insurance carriers no longer offer certain coverage.
Furthermore, we may not be able to obtain adequate insurance coverage at reasonable costs in the future if the costs associated with property and casualty insurance renewals become higher than anticipated or insurance carriers no longer offer certain coverage.
Moreover, if contamination is discovered on our properties, environmental laws may impose restrictions on the manner in which property may be used or businesses may be operated, and these restrictions may require substantial expenditures. 6 Some of our properties have been or may be impacted by contamination arising from current or prior uses of the property, or adjacent properties, for commercial or industrial purposes.
Moreover, if contamination is discovered on our properties, environmental laws may impose restrictions on the manner in which property may be used or businesses may be operated, and these restrictions may require substantial expenditures. 7 Some of our properties have been or may be impacted by contamination arising from current or prior uses of the property, or adjacent properties, for commercial or industrial purposes.
Our Corporate Governance Guidelines, Code of Business Conduct and Ethics, Policies and Procedures for Complaints Regarding Accounting, Internal Accounting Controls, Fraud or Auditing Matters, Insider Trading Compliance Program and the charters of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are all available in the Governance section of the Investors page of our website. 8
Our Corporate Governance Guidelines, Code of Business Conduct and Ethics, Policies and Procedures for Complaints Regarding Accounting, Internal Accounting Controls, Fraud or Auditing Matters, Insider Trading Compliance Program and the charters of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are all available in the Governance section of the Investors page of our website. 9
In addition, all our properties except our property located in San Antonio, Texas are subject to an increased risk of earthquakes. While we carry earthquake insurance on all of our properties, the amount of our earthquake insurance coverage may not be sufficient to fully cover losses from earthquakes.
In addition, all our properties except our property located in San Antonio, Texas are subject to an increased risk of earthquakes. While we carry earthquake insurance on all of our properties, the limits of our earthquake insurance coverage may not be sufficient to fully cover losses from earthquakes.
We may self-insure, reduce or discontinue casualty, earthquake, terrorism or other insurance on some or all of our properties in the future if the cost of premiums for any of these policies exceeds, in our judgment, the value of the coverage discounted for the risk of loss.
We may elect to self-insure, reduce or discontinue casualty, earthquake, terrorism or other insurance on some or all of our properties in the future if the cost of premiums for any of these policies exceeds, in our judgment, the value of the coverage discounted for the risk of loss.
The development and redevelopment potential at several of our properties presents compelling growth prospects and our expertise enhances our ability to capitalize on these opportunities. 4 Broad Real Estate Expertise with Office, Retail and Multifamily Focus.
The development and redevelopment potential at several of our properties presents compelling growth prospects and our expertise enhances our ability to capitalize on these opportunities. 5 Broad Real Estate Expertise with Office, Retail and Multifamily Focus.
Furthermore, we do not have Phase I Environmental Site Assessment reports for all of the properties in our portfolio and, as such, we may not be aware of all potential or existing environmental contamination liabilities at the properties in our portfolio.
Furthermore, we do not have environmental site assessment reports for all of the properties in our portfolio and, as such, we may not be aware of all potential or existing environmental contamination liabilities at the properties in our portfolio.
Information related to our business segments for 2024, 2023 and 2022 is set forth in Note 17 to our consolidated financial statements in Item 8 of this Report. 7 Tenants Accounting for over 10% of Revenues None of our tenants accounted for more than 10% of total revenues in any of the years ended December 31, 2024, 2023 or 2022.
Information related to our business segments for 2025, 2024 and 2023 is set forth in Note 17 to our consolidated financial statements in Item 8 of this Report. Tenants Accounting for over 10% of Revenues None of our tenants accounted for more than 10% of total revenues in any of the years ended December 31, 2025, 2024 or 2023.
We actively manage our properties, employ targeted leasing strategies, leverage our existing tenant relationships and focus on reducing operating expenses to increase occupancy rates at our properties, attract high quality tenants and increase property cash flows, thereby enhancing the value of our properties. Human Capital At December 31, 2024, we had 226 employees.
We actively manage our properties, employ targeted leasing strategies, leverage our existing tenant relationships and focus on reducing operating expenses to increase occupancy rates at our properties, attract high quality tenants and increase property cash flows, thereby enhancing the value of our properties. Human Capital At December 31, 2025, we had 232 employees.
LPL Holdings, Inc. at La Jolla Commons accounted for approximately 12.3%, 13.2% and 13.2% of total office segment revenues for the years ended December 31, 2024, 2023 and 2022, respectively.
LPL Holdings, Inc. at La Jolla Commons accounted for approximately 13.1%, 12.3%, and 13.2% of total office segment revenues for the years ended December 31, 2025, 2024 and 2023, respectively.
After the completion of our initial public offering and the related acquisitions, our operations have been carried on through our Operating Partnership. American Assets Trust, Inc., as the sole general partner of our Operating Partnership, has control of our Operating Partnership and owned 78.9% of our Operating Partnership as of December 31, 2024.
After the completion of our initial public offering and the related acquisitions, our operations have been carried on through our Operating Partnership. American Assets Trust, Inc., as the sole general partner of our Operating Partnership, has control of our Operating Partnership and owned 78.95% of our Operating Partnership as of December 31, 2025.
As of December 31, 2024, our portfolio is comprised of twelve office properties; twelve retail shopping centers; a mixed-use property consisting of a 369-room all-suite hotel and a retail shopping center; and six multifamily properties. Additionally, as of December 31, 2024, we owned land at three of our properties that we classified as held for development and construction in progress.
As of December 31, 2025, our portfolio is comprised of twelve office properties; eleven retail shopping centers; a mixed-use property consisting of a 369-room all-suite hotel and a retail shopping center; and seven multifamily properties. Additionally, as of December 31, 2025, we owned land at two of our properties that we classified as held for development and construction in progress.
Also, if destroyed, we may not be able to rebuild certain of our properties due to current zoning and land use regulations. As a result, we may be required to incur significant costs in the event of adverse weather conditions and natural disasters.
Also, if any property is destroyed, we may not be able to rebuild it due to current zoning and land use regulations. As a result, we may be required to incur significant costs in the event of adverse weather conditions and natural disasters.
Some of our policies, like those covering losses due to terrorism, hail, flood, named storm, fire and earthquakes, are insured subject to limitations involving large deductibles or co-payments and policy limits that may not be sufficient to cover losses for such events.
We do not carry insurance for certain losses, including losses caused by riots or war. Some of our policies, like those covering losses due to terrorism, hail, flood, named storm, fire and earthquakes, are insured subject to limitations involving large deductibles or co-payments and policy limits that may not be sufficient to cover losses for such events.
We believe the policy specifications and insured limits are appropriate and adequate for our properties given the relative risk of loss, the cost of the coverage and industry practice; however, our insurance coverage may not be sufficient to fully cover our losses. We do not carry insurance for certain losses, including losses caused by riots or war.
We believe the policy specifications and insured limits are appropriate and adequate for our properties given the relative risk of loss, the cost of the coverage and industry practice; however, our insurance coverage may not be sufficient to fully cover our losses or may contain certain exclusions.
Insurance We carry comprehensive general liability, fire, extended coverage, business interruption and rental loss insurance covering all of the properties in our portfolio under a blanket insurance policy or standalone policy, in addition to other coverages, such as trademark, cyber and pollution coverage, that may be appropriate for certain of our properties.
To maintain REIT status, we must meet a number of organizational and operational requirements, including a requirement that we annually distribute at least 90% of our net taxable income to our stockholders (excluding any net capital gains). 6 Insurance We carry comprehensive general liability and property insurance, including fire, extended coverage, business interruption and rental loss insurance covering all of the properties in our portfolio under a blanket insurance policy or standalone policy, in addition to other coverages, such as trademark, cyber and pollution coverage, that may be appropriate for our operations or certain of our properties.
Google LLC at The Landmark at One Market accounted for approximately 12.3%, 10.4% and 12.7% of total office segment revenues for the years ended December 31, 2024, 2023 and 2022, respectively. Foreign Operations We do not engage in any foreign operations or derive any revenue from foreign sources.
Google LLC at The Landmark at One Market accounted for approximately 13.3%, 12.3%, and 10.4% of total office segment revenues for the years ended December 31, 2025, 2024 and 2023, respectively.
Available Information We file our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports with the Securities and Exchange Commission, or the SEC. You may obtain copies of these documents by accessing the SEC’s website at www.sec.gov.
Foreign Operations We do not engage in any foreign operations or derive any revenue from foreign sources. 8 Available Information We file our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports with the Securities and Exchange Commission, or the SEC.
Wyll). Business and Growth Strategies Our primary business objectives are to increase operating cash flows, generate long-term growth and maximize stockholder value. Specifically, we pursue the following strategies to achieve these objectives: Capitalizing on Acquisition Opportunities in High-Barrier-to-Entry Markets.
Specifically, we pursue the following strategies to achieve these objectives: Capitalizing on Acquisition Opportunities in High-Barrier-to-Entry Markets.
In addition to the foregoing, though we possess Phase I Environmental Site Assessments for certain of the properties in our portfolio, these assessments are limited in scope (e.g., they do not generally include soil sampling, subsurface investigations or hazardous materials survey) and may have failed to identify all environmental conditions or concerns.
Such contamination may arise from spills of petroleum or hazardous substances or releases from tanks used to store such materials. Though we possess environmental site assessments for certain of the properties in our portfolio, these assessments are limited in scope and may have failed to identify all environmental conditions or concerns.
As of December 31, 2024, our employees were: 44.2% female; 55.3% male; and 0.5% non-binary; and 55.8% ethnically diverse (i.e., Asian, African American, Hispanic or Latino and other (Native Hawaiian/ Pacific Islander and two or more of the foregoing)). 5 Tax Status We have elected to be taxed as a REIT and believe we are organized and operate in a manner that has allowed us to qualify and will allow us to remain qualified as a REIT for federal income tax purposes.
Tax Status We have elected to be taxed as a REIT and believe we are organized and operate in a manner that has allowed us to qualify and will allow us to remain qualified as a REIT for federal income tax purposes.
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We are committed to cultivating a diverse culture of inclusion that we believe makes a positive difference in our employees’ lives and we actively work to improve workplace diversity, equity and inclusion.
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You may obtain copies of these documents by accessing the SEC’s website at www.sec.gov.
Removed
To maintain REIT status, we must meet a number of organizational and operational requirements, including a requirement that we annually distribute at least 90% of our net taxable income to our stockholders (excluding any net capital gains).
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Such contamination may arise from spills of petroleum or hazardous substances or releases from tanks used to store such materials. For example, Del Monte Center is currently undergoing remediation of dry cleaning solvent contamination from a former onsite dry cleaner.
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The environmental issue is currently in the final stages of remediation which entails the long term ground monitoring by the appropriate regulatory agency over the next five to seven years.
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The prior owner of Del Monte Center entered into a fixed fee environmental services agreement in 1997 pursuant to which the remediation will be completed for approximately $3.5 million, with the remediation costs paid for through funds held in an escrow account funded by the prior owner.
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We expect that the funds in this escrow account will cover all remaining costs and expenses of the environmental remediation.
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However, if the Regional Water Quality Control Board - Central Coast Region were to require further work costing more than the remaining escrowed funds, we could be required to pay such overage although we may have a claim for such costs against the prior owner or our environmental remediation consultant.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThese conditions, or similar conditions existing in the future, may adversely affect our financial condition, results of operations, cash flow and per share trading price of our common stock as a result of the following potential consequences, among others: decreased demand for office, retail, multifamily and mixed-use space, which would cause market rental rates and property values to be negatively impacted; reduced values of our properties may limit our ability to dispose of assets at attractive prices or to obtain debt financing secured by our properties and may reduce the availability of unsecured loans; our ability to obtain financing on terms and conditions that we find acceptable, or at all, may be limited, which could reduce our ability to pursue acquisition and development opportunities and refinance existing debt, reduce our returns from our acquisition and development activities and increase our future interest expense; and one or more lenders under our third amended and restated credit facility could refuse to fund their financing commitment to us or could fail and we may not be able to replace the financing commitment of any such lenders on favorable terms, or at all. 15 We are subject to risks that affect the general retail environment, such as weakness in the economy, the level of consumer spending, the adverse financial condition of large retailing companies and competition from discount and internet retailers, any of which could adversely affect market rents for retail space and the willingness or ability of retailers to lease space in our shopping centers.
Biggest changeThese conditions, or similar conditions existing in the future, may adversely affect our financial condition, results of operations, cash flow and per share trading price of our common stock as a result of the following potential consequences, among others: decreased demand for office, retail, multifamily and mixed-use space, which would cause market rental rates and property values to be negatively impacted; reduced values of our properties may limit our ability to dispose of assets at attractive prices or to obtain debt financing secured by our properties and may reduce the availability of unsecured loans; our ability to obtain financing on terms and conditions that we find acceptable, or at all, may be limited, which could reduce our ability to pursue acquisition and development opportunities and refinance existing debt, reduce our returns from our acquisition and development activities and increase our future interest expense; and one or more lenders under our third amended and restated credit facility could refuse to fund their financing commitment to us or could fail and we may not be able to replace the financing commitment of any such lenders on favorable terms, or at all.
Rady and the death of his wife, in connection with a merger, consolidation or other combination of our assets with another entity, a sale of all or substantially all of our assets, a reclassification, recapitalization or change in any outstanding shares of our stock or other outstanding equity interests or an issuance of shares of our stock, in any case that requires approval by our common stockholders.
Rady and the death of his wife, in connection with a merger, consolidation or other combination of our assets with another entity, a sale of all or substantially all of our assets, a reclassification, recapitalization or change in any outstanding shares of our stock or other outstanding equity interests or an issuance of shares of our stock, in any case that requires approval by our common stockholders.
Such adverse impacts could depend on, among other factors: the financial condition of our tenants and their ability or willingness to pay rent in full on a timely basis; state, local, federal and industry-initiated efforts that may adversely affect landlords, including us, and their ability to collect rent and/or enforce remedies for the failure to pay rent; our need to defer or forgive rent and restructure leases with our tenants and our ability to do so on favorable terms or at all; significant job losses in the industries of our tenants, which may decrease demand for our office and retail space, causing market rental rates and property values to be negatively impacted; increased working from home, which may decrease demand for office space causing market rental rates and property values to be negatively impacted; our ability to stabilize our development projects, renew leases or re-lease available space in our proprieties on favorable terms or at all, including as a result of a general decrease in demand for our office and retail space and occupancy in our hotel, deterioration in the economic and market conditions in the markets in which we own properties or due to pandemic-related restrictions that frustrate our leasing activities; a severe and prolonged disruption and instability in the global financial markets, including the debt and equity capital markets, all of which have already experienced and may continue to experience significant volatility, or deteriorations in credit and financing conditions, may affect our or our tenants’ ability to access capital necessary to fund our respective business operations or replace or renew maturing liabilities on a timely basis, on attractive terms or at all and may adversely affect the valuation of financial assets and liabilities, any of which could affect our and our tenants’ ability to meet liquidity and capital expenditure requirements; a refusal or failure of one or more lenders under our revolving line of credit to fund their respective financing commitments to us may affect our ability to access capital necessary to fund our business operations and to meet our liquidity and capital expenditure requirements; the ability of potential buyers of properties identified for potential future capital recycling transactions to obtain debt financing, which has been and may continue to be constrained for some potential buyers; a reduction in the values of our properties that could result in impairments or limit our ability to dispose of them at attractive prices or obtain debt financing secured by our properties; complete or partial shutdowns of one or more of our tenants’ manufacturing facilities or distribution centers, temporary or long-term disruptions in our tenants’ supply chains from local, national and international suppliers or delays in the delivery of products, services or other materials necessary for our tenants’ operations, which could force our tenants to reduce, delay or eliminate offerings of their products and services, reduce or eliminate their revenues and liquidity and/or result in their bankruptcy or insolvency; our ability to avoid delays or cost increases associated with building materials or construction services necessary for construction that could adversely impact our ability to continue or complete construction as planned, on budget or at all; our and our tenants’ ability to manage our respective businesses to the extent our and their management or personnel are impacted in significant numbers by a pandemic and are not willing, available or allowed to conduct work; 34 certain of our tenants filing for bankruptcy due to financial hardships they suffered as a result of a pandemic; and our and our tenants’ ability to ensure business continuity in the event our continuity of operations plan is not effective or improperly implemented or deployed to the extent necessary due to the unpredictable impacts of a pandemic.
Such adverse impacts could depend on, among other factors: the financial condition of our tenants and their ability or willingness to pay rent in full on a timely basis; state, local, federal and industry-initiated efforts that may adversely affect landlords, including us, and their ability to collect rent and/or enforce remedies for the failure to pay rent; our need to defer or forgive rent and restructure leases with our tenants and our ability to do so on favorable terms or at all; significant job losses in the industries of our tenants, which may decrease demand for our office and retail space, causing market rental rates and property values to be negatively impacted; increased working from home, which may decrease demand for office space causing market rental rates and property values to be negatively impacted; our ability to stabilize our development projects, renew leases or re-lease available space in our proprieties on favorable terms or at all, including as a result of a general decrease in demand for our office and retail space and occupancy in our hotel, deterioration in the economic and market conditions in the markets in which we own properties or due to pandemic-related restrictions that frustrate our leasing activities; a severe and prolonged disruption and instability in the global financial markets, including the debt and equity capital markets, all of which have already experienced and may continue to experience significant volatility, or deteriorations in credit and financing conditions, may affect our or our tenants’ ability to access capital necessary to fund our respective business operations or replace or renew maturing liabilities on a timely basis, on attractive terms or at all and may adversely affect the valuation of financial assets and liabilities, any of which could affect our and our tenants’ ability to meet liquidity and capital expenditure requirements; a refusal or failure of one or more lenders under our revolving line of credit to fund their respective financing commitments to us may affect our ability to access capital necessary to fund our business operations and to meet our liquidity and capital expenditure requirements; the ability of potential buyers of properties identified for potential future capital recycling transactions to obtain debt financing, which has been and may continue to be constrained for some potential buyers; a reduction in the values of our properties that could result in impairments or limit our ability to dispose of them at attractive prices or obtain debt financing secured by our properties; 35 complete or partial shutdowns of one or more of our tenants’ manufacturing facilities or distribution centers, temporary or long-term disruptions in our tenants’ supply chains from local, national and international suppliers or delays in the delivery of products, services or other materials necessary for our tenants’ operations, which could force our tenants to reduce, delay or eliminate offerings of their products and services, reduce or eliminate their revenues and liquidity and/or result in their bankruptcy or insolvency; our ability to avoid delays or cost increases associated with building materials or construction services necessary for construction that could adversely impact our ability to continue or complete construction as planned, on budget or at all; our and our tenants’ ability to manage our respective businesses to the extent our and their management or personnel are impacted in significant numbers by a pandemic and are not willing, available or allowed to conduct work; certain of our tenants filing for bankruptcy due to financial hardships they suffered as a result of a pandemic; and our and our tenants’ ability to ensure business continuity in the event our continuity of operations plan is not effective or improperly implemented or deployed to the extent necessary due to the unpredictable impacts of a pandemic.
These provisions may have the effect of limiting or precluding a third-party from making an unsolicited acquisition proposal for us or of delaying, deferring or preventing a change in control of us under circumstances that otherwise could provide the holders of shares of our common stock with the opportunity to realize a 28 premium over the then current market price.
These provisions may have the effect of limiting or precluding a third-party from making an unsolicited acquisition proposal for us or of delaying, deferring or preventing a change in control of us under circumstances that otherwise could provide the holders of shares of our common stock with the opportunity to realize a premium over the then current market price.
In addition, if a significant number of our stockholders determine to sell shares of our stock in order to pay taxes owed on dividends, such sales may have an adverse effect on the per share trading price of our common stock. 32 Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.
In addition, if a significant number of our stockholders determine to sell shares of our stock in order to pay taxes owed on dividends, such sales may have an adverse effect on the per share trading price of our common stock. Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.
No reported decision of a Maryland appellate court has interpreted provisions similar to the provisions of the partnership agreement of our Operating Partnership that modify and reduce our fiduciary duties or obligations as the general partner or reduce or eliminate our liability for money damages to the Operating Partnership and its partners, and we have not obtained an opinion of counsel as to the enforceability of the provisions set forth in the partnership agreement that purport to modify or reduce the fiduciary duties that would be in effect were it not for the partnership agreement. 27 Our charter and bylaws, the partnership agreement of our Operating Partnership and Maryland law contain provisions that may delay, defer or prevent a change of control transaction that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interest.
No reported decision of a Maryland appellate court has interpreted provisions similar to the provisions of the partnership agreement of our Operating Partnership that modify and reduce our fiduciary duties or obligations as the general partner or reduce or eliminate our liability for money damages to the Operating Partnership and its partners, and we have not obtained an opinion of counsel as to the enforceability of the provisions set forth in the partnership agreement that purport to modify or reduce the fiduciary duties that would be in effect were it not for the partnership agreement. 28 Our charter and bylaws, the partnership agreement of our Operating Partnership and Maryland law contain provisions that may delay, defer or prevent a change of control transaction that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interest.
In addition, our taxable REIT subsidiaries will be subject to tax as regular corporations in the jurisdictions they operate. If our Operating Partnership failed to qualify as a partnership for federal income tax purposes, we would cease to qualify as a REIT and suffer other adverse consequences.
In addition, our taxable REIT subsidiaries will be subject to tax as regular corporations in the jurisdictions they operate. 32 If our Operating Partnership failed to qualify as a partnership for federal income tax purposes, we would cease to qualify as a REIT and suffer other adverse consequences.
Our ability to acquire properties on favorable terms, or at all, may be exposed to the following significant risks: we may incur significant costs and divert management attention in connection with evaluating and negotiating potential acquisitions, including ones that we are subsequently unable to complete; even if we enter into agreements for the acquisition of properties, these agreements are subject to conditions to closing, which we may be unable to satisfy; and we may be unable to finance the acquisition on favorable terms or at all. 11 If we are unable to finance property acquisitions or acquire properties on favorable terms, or at all, our financial condition, results of operations, cash flow and per share trading price of our common stock could be adversely affected.
Our ability to acquire properties on favorable terms, or at all, may be exposed to the following significant risks: we may incur significant costs and divert management attention in connection with evaluating and negotiating potential acquisitions, including ones that we are subsequently unable to complete; even if we enter into agreements for the acquisition of properties, these agreements are subject to conditions to closing, which we may be unable to satisfy; and we may be unable to finance the acquisition on favorable terms or at all. 12 If we are unable to finance property acquisitions or acquire properties on favorable terms, or at all, our financial condition, results of operations, cash flow and per share trading price of our common stock could be adversely affected.
Moreover, these properties may be affected by risks such as acts of terrorism and natural disasters, including major fires, floods and earthquakes, as well as severe or inclement weather, which could also decrease tourism activity in Hawaii or California. 17 We must rely on third-party management companies to operate the Waikiki Beach Walk-Embassy Suites™ in order to maintain our qualification as a REIT under the Code, and, as a result, we will have less control than if we were operating the hotel directly.
Moreover, these properties may be affected by risks such as acts of terrorism and natural disasters, including major fires, floods and earthquakes, as well as severe or inclement weather, which could also decrease tourism activity in Hawaii or California. 18 We must rely on third-party management companies to operate the Waikiki Beach Walk-Embassy Suites™ in order to maintain our qualification as a REIT under the Code, and, as a result, we will have less control than if we were operating the hotel directly.
Our access to third-party sources of capital depends, in part, on: general market conditions; the market's perception of our growth potential; our current debt levels; 22 our current and expected future earnings; our cash flow and cash distributions; and the market price per share of our common stock.
Our access to third-party sources of capital depends, in part, on: general market conditions; the market's perception of our growth potential; our current debt levels; our current and expected future earnings; our cash flow and cash distributions; and the market price per share of our common stock.
Changes to our policies with regards to the foregoing could adversely affect our financial condition, results of operations, cash flow and per share trading price of our common stock. Our rights and the rights of our stockholders to take action against our directors and officers are limited.
Changes to our policies with regards to the foregoing could adversely affect our financial condition, results of operations, cash flow and per share trading price of our common stock. 30 Our rights and the rights of our stockholders to take action against our directors and officers are limited.
The retail environment and the market for retail space have previously been, and could again be, adversely affected by weakness in the national, regional and local economies, inflation, high interest rate environments, the level of consumer spending and consumer confidence, the adverse financial condition of some large retailing companies, the ongoing consolidation in the retail sector, the excess amount of retail space in a number of markets, increasing competition from discount retailers, outlet malls, internet retailers (including Amazon.com) and other online businesses and communicable diseases.
The retail environment and the market for retail space have previously been, and could again be, adversely affected by weakness in the national, regional and local economies, inflation, high interest rate environments, the level of consumer spending and consumer confidence, the adverse financial condition of some large retailing companies, the ongoing consolidation in the retail sector, the excess amount of retail space in a number of markets, increasing competition from discount retailers, outlet malls, internet retailers (including Amazon.com) and other online businesses.
Depending on the outcome of these factors as well as the impact of the economic environment, we could experience delay or difficulty in implementing our growth strategy, including the development and redevelopment of our assets, on satisfactory terms, or be unable to implement this strategy. 12 High mortgage rates and/or unavailability of mortgage debt may make it difficult for us to finance or refinance properties, which could reduce the number of properties we can acquire, our net income and the amount of cash distributions we can make.
Depending on the outcome of these factors as well as the impact of the economic environment, we could experience delay or difficulty in implementing our growth strategy, including the development and redevelopment of our assets, on satisfactory terms, or be unable to implement this strategy. 13 High mortgage rates and/or unavailability of mortgage debt may make it difficult for us to finance or refinance properties, which could reduce the number of properties we can acquire, our net income and the amount of cash distributions we can make.
Furthermore, under certain circumstances, the franchisor may require us to make certain capital improvements to maintain the hotel in accordance with system standards, the cost of which can be substantial and may adversely affect our results of operations and reduce cash available for distribution to our stockholders and unitholders. 18 Embassy Suites™, our franchisor, has a right of first offer with respect to the Waikiki Beach Walk-Embassy Suites™, which may limit our ability to obtain the highest price possible for the hotel.
Furthermore, under certain circumstances, the franchisor may require us to make certain capital improvements to maintain the hotel in accordance with system standards, the cost of which can be substantial and may adversely affect our results of operations and reduce cash available for distribution to our stockholders and unitholders. 19 Embassy Suites™, our franchisor, has a right of first offer with respect to the Waikiki Beach Walk-Embassy Suites™, which may limit our ability to obtain the highest price possible for the hotel.
A continuation of the movement towards these practices could, over time, erode the overall demand for office space and, in turn, place downward pressure on occupancy, rental rates and property valuations, which may adversely affect our financial condition, results of operations and cash flow. 9 We have a substantial amount of indebtedness, which may expose us to the risk of default under our debt obligations.
A continuation of the movement towards these practices could, over time, erode the overall demand for office space and, in turn, place downward pressure on occupancy, rental rates and property valuations, which may adversely affect our financial condition, results of operations and cash flow. 10 We have a substantial amount of indebtedness, which may expose us to the risk of default under our debt obligations.
Any such event could have an adverse effect on our financial condition, results of operations, cash flow and the per share trading price of our common stock. 10 Our retail shopping center properties depend on anchor stores or major tenants to attract shoppers and could be adversely affected by the loss of, or a store closure by, one or more of these tenants.
Any such event could have an adverse effect on our financial condition, results of operations, cash flow and the per share trading price of our common stock. 11 Our retail shopping center properties depend on anchor stores or major tenants to attract shoppers and could be adversely affected by the loss of, or a store closure by, one or more of these tenants.
Therefore, we may not be able to vary our portfolio in response to economic or other conditions promptly or on favorable terms, which may adversely affect our financial condition, results of operations, cash flow and per share trading price of our common stock. 24 Our property taxes could increase due to property tax rate changes or reassessment, which would adversely impact our cash flows.
Therefore, we may not be able to vary our portfolio in response to economic or other conditions promptly or on favorable terms, which may adversely affect our financial condition, results of operations, cash flow and per share trading price of our common stock. 25 Our property taxes could increase due to property tax rate changes or reassessment, which would adversely impact our cash flows.
If we do incur material environmental liabilities in the future, we may face significant remediation costs, and we may find it difficult to sell any affected properties. 25 Our properties may contain or develop harmful mold or suffer from other air quality issues, which could lead to liability for adverse health effects and costs of remediation.
If we do incur material environmental liabilities in the future, we may face significant remediation costs, and we may find it difficult to sell any affected properties. 26 Our properties may contain or develop harmful mold or suffer from other air quality issues, which could lead to liability for adverse health effects and costs of remediation.
In addition, our credit facility contains specific cross-default provisions with respect to specified other indebtedness, giving the lenders and/or note purchasers the right to declare a default if we are in default under other loans in some circumstances. 14 The effective subordination of our unsecured indebtedness may reduce amounts available for payment on our unsecured indebtedness.
In addition, our credit facility contains specific cross-default provisions with respect to specified other indebtedness, giving the lenders and/or note purchasers the right to declare a default if we are in default under other loans in some circumstances. 15 The effective subordination of our unsecured indebtedness may reduce amounts available for payment on our unsecured indebtedness.
Rady has substantial influence on us and could exercise his influence in a manner that conflicts with the interests of other stockholders. 26 Conflicts of interest may exist or could arise in the future between the interests of our stockholders and the interests of holders of units in our Operating Partnership, which may impede business decisions that could benefit our stockholders.
Rady has substantial influence on us and could exercise his influence in a manner that conflicts with the interests of other stockholders. 27 Conflicts of interest may exist or could arise in the future between the interests of our stockholders and the interests of holders of units in our Operating Partnership, which may impede business decisions that could benefit our stockholders.
If our operating costs increase as a result of any of the foregoing factors, our results of operations may be adversely affected. 13 The expense of owning and operating a property is not necessarily reduced when circumstances such as market factors and competition cause a reduction in income from the property.
If our operating costs increase as a result of any of the foregoing factors, our results of operations may be adversely affected. 14 The expense of owning and operating a property is not necessarily reduced when circumstances such as market factors and competition cause a reduction in income from the property.
Rady and his affiliates, directly or indirectly, own a substantial beneficial interest in our company on a fully diluted basis and have the ability to exercise significant influence on our company and our Operating Partnership, including the approval of significant corporate transactions. As of December 31, 2024, Mr.
Rady and his affiliates, directly or indirectly, own a substantial beneficial interest in our company on a fully diluted basis and have the ability to exercise significant influence on our company and our Operating Partnership, including the approval of significant corporate transactions. As of December 31, 2025, Mr.
Rady and his affiliates owned approximately 16.5% of our outstanding common stock and 19.3% of our outstanding common units, which together represent an approximate 35.7% beneficial interest in our company on a fully diluted basis. Consequently, Mr.
Rady and his affiliates owned approximately 16.5% of our outstanding common stock and 19.3% of our outstanding common units, which together represent an approximate 35.6% beneficial interest in our company on a fully diluted basis. Consequently, Mr.
Furthermore, we do not have Phase I Environmental Site Assessment reports for all of the properties in our portfolio and, as such, we may not be aware of all potential or existing environmental contamination liabilities at the properties in our portfolio.
Furthermore, we do not have environmental site assessment reports for all of the properties in our portfolio and, as such, we may not be aware of all potential or existing environmental contamination liabilities at the properties in our portfolio.
At December 31, 2024, we also had a third amended and restated credit facility with a capacity of $500 million, consisting of a revolving line of credit of $400 million and an unsecured term loan of $100 million (Term Loan A).
At December 31, 2025, we also had a third amended and restated credit facility with a capacity of $500 million, consisting of a revolving line of credit of $400 million and an unsecured term loan of $100 million (Term Loan A).
At February 11, 2025, we had total debt outstanding of $1.70 billion, excluding debt issuance costs, a portion of which contains non-recourse carve-out guarantees and environmental indemnities from us and our Operating Partnership, and we may incur significant additional debt to finance future acquisition and development activities.
At February 6, 2026, we had total debt outstanding of $1.70 billion, excluding debt issuance costs, a portion of which contains non-recourse carve-out guarantees and environmental indemnities from us and our Operating Partnership, and we may incur significant additional debt to finance future acquisition and development activities.
We may be adversely affected by trends in office real estate. In 2024, approximately 53% of our net operating income was from our office properties. Work from home, flexible work schedules, open workplaces, videoconferencing, and teleconferencing have become more common, particularly as a result of the pandemic. These practices may enable businesses to reduce their office space requirements.
We may be adversely affected by trends in office real estate. In 2025, approximately 52% of our net operating income was from our office properties. Work from home, flexible work schedules, open workplaces, videoconferencing, and teleconferencing have become common, particularly as a result of the pandemic. These practices may enable businesses to reduce their office space requirements.
These may include changes in global weather patterns, which could include local changes in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperature averages or extremes. Further, population migration may occur in response to these or other factors and negatively impact our properties.
These may include changes in global weather patterns, which could include local changes in rainfall and storm patterns and intensities, water shortages, increased risks of wildfires, changing sea levels and changing temperature averages or extremes. Further, population migration may occur in response to these or other factors and negatively impact our properties.
Among the reasons that these individuals are important to our success is that each has a national or regional industry reputation that attracts business and investment opportunities and assists us in negotiations with lenders, existing and potential tenants and industry personnel. If we lose their services, our relationships with such personnel could diminish. Effective January 1, 2025, Mr.
Among the reasons that these individuals are important to our success is that each has a national or regional industry reputation that attracts business and investment opportunities and assists us in negotiations with lenders, existing and potential tenants and industry personnel. If we lose their services, our relationships with such personnel could diminish.
If the franchise license is terminated due to our failure to make required improvements or to otherwise comply with its terms, we may be liable to the franchisor for a termination payment, which we expect could be as high as approximately $8.2 million based on operating performance through December 31, 2024.
If the franchise license is terminated due to our failure to make required improvements or to otherwise comply with its terms, we may be liable to the franchisor for a termination payment, which we expect could be as high as approximately $7.9 million based on operating performance through December 31, 2025.
As of December 31, 2024, our largest anchor tenants were Lowe's, Sprouts Farmers Market and Marshalls, which together represented approximately 10.1% of our total annualized base rent of our retail portfolio in the aggregate, and 5.1%, 2.7% and 2.3%, respectively, of the annualized base rent generated by our retail properties.
As of December 31, 2025, our largest anchor tenants were Lowe's, Sprouts Farmers Market and Marshalls, which together represented approximately 11.7% of our total annualized base rent of our retail portfolio in the aggregate, and 5.8%, 3.2% and 2.7%, respectively, of the annualized base rent generated by our retail properties.
As of December 31, 2024, the three largest tenants in our office portfolio - Google LLC, LPL Holdings, Inc. and Autodesk, Inc. - represented approximately 31.5% of the total annualized base rent in our office portfolio in the aggregate, and 14.0%, 10.6% and 6.9%, respectively, of the annualized base rent generated by our office properties.
As of December 31, 2025, the three largest tenants in our office portfolio - Google LLC, LPL Holdings, Inc. and Autodesk, Inc. - represented approximately 31% of the total annualized base rent in our office portfolio in the aggregate, and 13.7%, 10.5% and 6.8%, respectively, of the annualized base rent generated by our office properties.
As permitted by Maryland law, our charter eliminates the liability of our directors and officers to us and our stockholders for money damages, except for liability resulting from (1) actual receipt of an improper benefit or profit in money, property or services; or (2) a final judgment based upon a finding of active and deliberate dishonesty by the director or officer that was material to the cause of action adjudicated. 29 As a result, we and our stockholders may have more limited rights against our directors and officers than might otherwise exist.
As permitted by Maryland law, our charter eliminates the liability of our directors and officers to us and our stockholders for money damages, except for liability resulting from (1) actual receipt of an improper benefit or profit in money, property or services; or (2) a final judgment based upon a finding of active and deliberate dishonesty by the director or officer that was material to the cause of action adjudicated.
We cannot reliably predict the extent, rate, or impact of climate change. As such, the potential physical impacts of climate change on our operations are highly uncertain, and would be particular to the geographic circumstances in areas in which we operate.
As such, the potential physical impacts of climate change on our operations are highly uncertain, and would be particular to the geographic circumstances in areas in which we operate.
As of December 31, 2024, the limited partners, including Mr. Rady and his affiliates and our other executive officers and directors, owned approximately 22.9% of our outstanding common units and approximately 22.8% of our outstanding common stock, which together represent an approximate 38.9% beneficial interest in our company on a fully diluted basis.
As of December 31, 2025, the limited partners, including Mr. Rady and his affiliates and our other executive officers and directors, owned approximately 23.0% of our outstanding common units and approximately 23.1% of our outstanding common stock, which together represent an approximate 39.2% beneficial interest in our company on a fully diluted basis.
As of December 31, 2024, leases representing 7.1% of the square footage and 7.5% of the annualized base rent of the properties in our office, retail and retail portion of our mixed-use portfolios will expire in 2025, and an additional 10.9% of the square footage of the properties in our office, retail and retail portion of our mixed-use portfolios was available.
As of December 31, 2025, leases representing 6.7% of the square footage and 8.2% of the annualized base rent of the properties in our office, retail and retail portion of our mixed-use portfolios will expire in 2026, and an additional 11.5% of the square footage of the properties in our office, retail and retail portion of our mixed-use portfolios was available.
We cannot assure you that we will have access to such capital on favorable terms at the desired times, or at all, which may cause us to curtail our investment activities and/or to dispose of assets at inopportune times, and could adversely affect our financial condition, results of operations, cash flow and per share trading price of our common stock.
We cannot assure you that we will have access to such capital on favorable terms at the desired times, or at all, which may cause us to curtail our investment activities and/or to dispose of assets at inopportune times, and could adversely affect our financial condition, results of operations, cash flow and per share trading price of our common stock. 33 We may in the future choose to make dividends payable partly in our common stock, in which case you may be required to pay tax in excess of the cash you receive.
Although we strive to identify, analyze, and respond to the risk and opportunities that climate change presents, at this time, there can be no assurance that climate change will not have an adverse effect on the value of our properties and our financial performance.
Although we strive to identify, analyze, and respond to the risk and opportunities that climate change presents, at this time, there can be no assurance that climate change will not have an adverse effect on the value of our properties and our financial performance. 21 Geographic concentration of our properties makes our business more vulnerable to natural disasters, severe weather conditions and climate change.
The loss of services of one or more members of our senior management team, or our inability to attract and retain highly qualified personnel, could adversely affect our business, diminish our investment opportunities and weaken our relationships with lenders, business partners, existing and prospective tenants and industry participants, which could adversely affect our financial condition, results of operations, cash flow and per share trading price of our common stock.
The loss of services of one or more members of our senior management team, or our inability to attract and retain highly qualified personnel, could adversely affect our business, diminish our investment opportunities and weaken our relationships with lenders, business partners, existing and prospective tenants and industry participants, which could adversely affect our financial condition, results of operations, cash flow and per share trading price of our common stock. 20 We may be subject to on-going or future litigation and otherwise in the ordinary course of business, which could have a material adverse effect on our financial condition, results of operations, cash flow and per share trading price of our common stock.
In addition, sale of these shares or units, or the perception of possible future sales, could have a materially adverse effect on the trading price of our common stock or make it more difficult for us to raise additional capital through sales of equity securities. 30 Risks Related to Our Status as a REIT Failure to maintain our qualification as a REIT would have significant adverse consequences to us and the value of our common stock.
In addition, sale of these shares or units, or the perception of possible future sales, could have a materially adverse effect on the trading price of our common stock or make it more difficult for us to raise additional capital through sales of equity securities.
Therefore, as a result of the geographic concentration of our properties, we face risks, including disruptions to our business and the businesses of our tenants and higher costs, such as uninsured property losses, higher insurance premiums, and potential additional regulatory requirements by government agencies in response to perceived risks. 21 We may not be able to rebuild our existing properties to their existing specifications if we experience a substantial or comprehensive loss of such properties.
Therefore, as a result of the geographic concentration of our properties, we face risks, including disruptions to our business and the businesses of our tenants and higher costs, such as uninsured property losses, higher insurance premiums, and potential additional regulatory requirements by government agencies in response to perceived risks.
Environmental and legal restrictions could also restrict the rebuilding of our properties. For example, if we experienced a substantial or comprehensive loss of our Torrey Reserve Campus in San Diego, California, reconstruction could be delayed or prevented by the California Coastal Commission, which regulates land use in the California coastal zone.
For example, if we experienced a substantial or comprehensive loss of Torrey Point in San Diego, California, reconstruction could be delayed or prevented by the California Coastal Commission, which regulates land use in the California coastal zone.
Certain provisions of the MGCL permit our board of directors, without stockholder approval and regardless of what is currently provided in our charter or bylaws, to implement certain corporate governance provisions, some of which (e.g., a classified board) are not currently applicable to us.
However, we cannot assure you that our board of directors will not opt to be subject to such business combination provisions of the MGCL in the future. 29 Certain provisions of the MGCL permit our board of directors, without stockholder approval and regardless of what is currently provided in our charter or bylaws, to implement certain corporate governance provisions, some of which (e.g., a classified board) are not currently applicable to us.
Moreover, if we are compelled to liquidate our investments to meet any of these asset, income or distribution tests, or to repay obligations to our lenders, we may be unable to comply with one or more of the requirements applicable to REITs or may be subject to a 100% tax on any resulting gain if such sales constitute prohibited transactions.
Moreover, if we are compelled to liquidate our investments to meet any of these asset, income or distribution tests, or to repay obligations to our lenders, we may be unable to comply with one or more of the requirements applicable to REITs or may be subject to a 100% tax on any resulting gain if such sales constitute prohibited transactions. 34 Legislative or other actions affecting REITs could have a negative effect on our investors or us, including our ability to maintain our qualification as a REIT or the federal income tax consequences of such qualification.
Accordingly, in the event that actions taken in good faith by any of our directors or officers impede the performance of our company, your ability to recover damages from such director or officer will be limited.
As a result, we and our stockholders may have more limited rights against our directors and officers than might otherwise exist. Accordingly, in the event that actions taken in good faith by any of our directors or officers impede the performance of our company, your ability to recover damages from such director or officer will be limited.
Wyll brings to his role more than 25 years of experience in commercial real estate, acquisitions and dispositions, structured finance, leasing, and corporate and securities matters. 19 Many of our other senior executives also have extensive experience and strong reputations in the real estate industry, which aid us in identifying opportunities, having opportunities brought to us and negotiating with tenants and build-to-suite prospects.
Many of our other senior executives also have extensive experience and strong reputations in the real estate industry, which aid us in identifying opportunities, having opportunities brought to us and negotiating with tenants and build-to-suite prospects.
Increases in these operating expenses can have an adverse impact on our financial condition, results of operations, the market price of our common stock and our ability to make distributions to American Assets Trust, Inc.'s stockholders or American Assets Trust, L.P.'s unitholders.
Increases in these operating expenses can have an adverse impact on our financial condition, results of operations, the market price of our common stock and our ability to make distributions to American Assets Trust, Inc.'s stockholders or American Assets Trust, L.P.'s unitholders. 31 Future sales of common stock or common units by our directors and officers, or their pledgees, as a result of margin calls or foreclosures could adversely affect the price of our common stock and could, in the future, result in a loss of control of our company.
Some of these claims may result in significant defense costs and potentially significant judgments against us, some of which are not, or cannot be, insured against. We generally intend to vigorously defend ourselves; however, we cannot be certain of the ultimate outcomes of currently asserted claims or of those that may arise in the future.
We generally intend to vigorously defend ourselves; however, we cannot be certain of the ultimate outcomes of currently asserted claims or of those that may arise in the future.
Insurance costs for properties in these areas have increased, and recent intense weather conditions may cause property insurance premiums to increase significantly in the future. We recognize that the frequency and/or intensity of extreme weather events, sea-level rise, and other climatic changes may continue to increase, and as a result, our exposure to these events may increase.
We recognize that the frequency and/or intensity of extreme weather events, wildfires, sea-level rise, and other climatic changes may continue to increase, and as a result, our exposure to these events may increase.
In the event that we experience a substantial or comprehensive loss of one of our properties, we may not be able to rebuild such property to its existing specifications. Further, reconstruction or improvement of such a property would likely require significant upgrades to meet zoning and building code requirements.
We may not be able to rebuild our existing properties to their existing specifications if we experience a substantial or comprehensive loss of such properties. In the event that we experience a substantial or comprehensive loss of one of our properties, we may not be able to rebuild such property to its existing specifications.
Our growth depends on external sources of capital that are outside of our control and may not be available to us on commercially reasonable terms or at all, which could limit our ability, among other things, to meet our capital and operating needs or make the cash distributions to American Assets Trust, Inc.'s stockholders necessary to maintain our qualification as a REIT.
Competitive housing in a particular area and an increase in the affordability of owner occupied single and multifamily homes due to, among other things, housing prices, oversupply, mortgage interest rates and tax incentives and government programs to promote home ownership, could adversely affect our ability to retain residents, lease apartment homes and increase or maintain rents. 22 Our growth depends on external sources of capital that are outside of our control and may not be available to us on commercially reasonable terms or at all, which could limit our ability, among other things, to meet our capital and operating needs or make the cash distributions to American Assets Trust, Inc.'s stockholders necessary to maintain our qualification as a REIT.
Department of the Treasury. Changes to the tax laws, with or without retroactive application, could adversely affect our investors or us. We cannot predict how changes in the tax laws might affect our investors or us.
We cannot predict how changes in the tax laws might affect our investors or us.
Also, the law relating to the tax treatment of other entities, or an investment in other entities, could change, making an investment in such other entities more attractive relative to an investment in a REIT. 33 Pandemics and related governmental or business restrictions could adversely impact our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations and to pay dividends and distributions to security holders.
Pandemics and related governmental or business restrictions could adversely impact our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations and to pay dividends and distributions to security holders.
There can be no assurance that our efforts to maintain the confidentiality, integrity, and availability and controls of our (or our third-party service providers') IT networks and related data and systems will be effective or that attempted security breaches or disruptions would not be successful or damaging.
Although none of these actual or attempted cyberattacks has had a material adverse impact on our operations or financial condition, we cannot guarantee that any such incidents will not have such an impact in the future. 23 There can be no assurance that our efforts to maintain the confidentiality, integrity, and availability and controls of our (or our third-party service providers') IT networks and related data and systems will be effective or that attempted security breaches or disruptions would not be successful or damaging.
If we are unable to obtain rental rates that are on average comparable to our asking rents across our portfolio, then our ability to generate cash flow growth will be negatively impacted. 16 In addition, depending on asking rental rates at any given time as compared to expiring leases in our portfolio, from time to time rental rates for expiring leases may be higher than starting rental rates for new leases.
If we are unable to obtain rental rates that are on average comparable to our asking rents across our portfolio, then our ability to generate cash flow growth will be negatively impacted.
In addition to the foregoing, we possess Phase I Environmental Site Assessments for certain of the properties in our portfolio, these assessments are limited in scope (e.g., they do not generally include soil sampling, subsurface investigations or hazardous materials survey) and may have failed to identify all environmental conditions or concerns.
Although we possess environmental site assessments for certain of the properties in our portfolio, these assessments are limited in scope and may have failed to identify all environmental conditions or concerns.
As permitted by the MGCL, our board of directors has, by board resolution, elected to opt out of the business combination provisions of the MGCL. However, we cannot assure you that our board of directors will not opt to be subject to such business combination provisions of the MGCL in the future.
As permitted by the MGCL, our board of directors has, by board resolution, elected to opt out of the business combination provisions of the MGCL.
Also, the failure of our Operating Partnership or any subsidiary partnerships to qualify as a partnership could cause it to become subject to federal and state corporate income tax, which would reduce significantly the amount of cash available for debt service and for distribution to its partners, including us. 31 The asset tests applicable to REITs limit our ability to own taxable REIT subsidiaries, and we will be required to pay a 100% penalty tax on certain income or deductions if our transactions with our taxable REIT subsidiaries are not conducted on arm's length terms.
Also, the failure of our Operating Partnership or any subsidiary partnerships to qualify as a partnership could cause it to become subject to federal and state corporate income tax, which would reduce significantly the amount of cash available for debt service and for distribution to its partners, including us.
We cannot predict how future laws and regulations, or future interpretations of current laws and regulations, related to climate change will affect our properties, business, results of operations and financial condition. 20 Climate change may adversely impact our properties directly, and may lead to additional compliance obligations and costs as well as additional taxes and fees .
Climate change may adversely impact our properties directly, and may lead to additional compliance obligations and costs as well as additional taxes and fees . We cannot reliably predict the extent, rate, or impact of climate change.
The actual rents we receive for the properties in our portfolio may be less than our asking rents, and we may experience lease roll down from time to time, which could negatively impact our ability to generate cash flow growth.
This could result in non-renewals by tenants upon expiration of their leases, which could cause an adverse effect to our financial condition, results of operations, cash flow and per share trading price of our common stock. 17 The actual rents we receive for the properties in our portfolio may be less than our asking rents, and we may experience lease roll down from time to time, which could negatively impact our ability to generate cash flow growth.
Any failure or perceived failure by us to comply with laws, regulations, policies or regulatory guidance relating to privacy or data security may result in governmental investigations and enforcement actions, litigation, fines and penalties or adverse publicity, and could cause our customers and consumers to lose trust in us, which could have an adverse effect on our reputation and business. 23 Risks Related to the Real Estate Industry Our performance and value are subject to risks associated with real estate assets and the real estate industry, including local oversupply, reduction in demand or adverse changes in financial conditions of buyers, sellers and tenants of properties, which could decrease revenues or increase costs, which would adversely affect our financial condition, results of operations, cash flow and the per share trading price of our common stock.
We may incur significant costs complying with various federal, state and local laws, regulations and covenants that are applicable to our properties. 24 Risks Related to the Real Estate Industry Our performance and value are subject to risks associated with real estate assets and the real estate industry, including local oversupply, reduction in demand or adverse changes in financial conditions of buyers, sellers and tenants of properties, which could decrease revenues or increase costs, which would adversely affect our financial condition, results of operations, cash flow and the per share trading price of our common stock.
Geographic concentration of our properties makes our business more vulnerable to natural disasters, severe weather conditions and climate change. A significant number of our properties are located in areas that are susceptible to earthquakes, tropical storms, tornadoes, wildfires, and sea-level rise due to climate change, and other natural disasters.
A significant number of our properties are located in areas that are susceptible to earthquakes, tropical storms, tornadoes, wildfires, and sea-level rise due to climate change, and other natural disasters. At December 31, 2025, 54.1% of the gross leaseable area of our portfolio is located in the State of California.
Legislative or other actions affecting REITs could have a negative effect on our investors or us, including our ability to maintain our qualification as a REIT or the federal income tax consequences of such qualification. The rules dealing with federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S.
The rules dealing with federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Department of the Treasury. Changes to the tax laws, with or without retroactive application, could adversely affect our investors or us.
We may in the future choose to make dividends payable partly in our common stock, in which case you may be required to pay tax in excess of the cash you receive. To maintain our REIT status, we generally must distribute to our stockholders at least 90% of our net taxable income each year, excluding net capital gains.
To maintain our REIT status, we generally must distribute to our stockholders at least 90% of our net taxable income each year, excluding net capital gains.
At December 31, 2024, 57.1% of the gross leaseable area of our portfolio is located in the State of California. Additionally, 14.1%, 13.4%, and 8.1% of the gross leaseable area of our portfolio is located in the States of Washington, Oregon and Texas, respectively, and we have a meaningful presence in Oahu, Hawaii.
Additionally, 15.2%, 14.4%, and 8.7% of the gross leaseable area of our portfolio is located in the States of Washington, Oregon and Texas, respectively, and we have a meaningful presence in Oahu, Hawaii. Insurance costs for properties in these areas have increased, and recent intense weather conditions may cause property insurance premiums to increase significantly in the future.
Furthermore, our reputation could be negatively affected if we violate climate change laws or regulations.
Furthermore, our reputation could be negatively affected if we violate climate change laws or regulations. We cannot predict how future laws and regulations, or future interpretations of current laws and regulations, related to climate change will affect our properties, business, results of operations and financial condition.
We may be subject to on-going or future litigation and otherwise in the ordinary course of business, which could have a material adverse effect on our financial condition, results of operations, cash flow and per share trading price of our common stock. We may be subject to on-going litigation at our properties and otherwise in the ordinary course of business.
We may be subject to on-going litigation at our properties and otherwise in the ordinary course of business. Some of these claims may result in significant defense costs and potentially significant judgments against us, some of which are not, or cannot be, insured against.
If we are unable to do so or capital is otherwise unavailable, we may be unable to make the required expenditures. This could result in non-renewals by tenants upon expiration of their leases, which could cause an adverse effect to our financial condition, results of operations, cash flow and per share trading price of our common stock.
If we are unable to do so or capital is otherwise unavailable, we may be unable to make the required expenditures.
Removed
On September 17, 2024, the Operating Partnership issued $525 million of senior unsecured notes (6.150% Senior Notes), the net proceeds of which were used to repay $300 million of debt maturities and the remaining of which will be used for general working capital and for corporate purposes.
Added
Changes in Trade Policies, Including the Imposition of Tariffs, Could Adversely Affect Our Tenants, Ability to Lease Space, Development Activities, and Operating Costs Changes in international trade policies and the implementation or expansion of tariffs or other trade restrictions could adversely affect our business, financial condition, and results of operations.
Removed
Rady transitioned from the company’s Chief Executive Officer to its Executive Chairman, and Mr. Wyll was appointed by our board of directors to the role of President and Chief Executive Officer. Mr.
Added
Tariffs imposed on consumer goods could negatively impact the operations and profitability of some of our tenants, potentially affecting their ability to meet rent obligations or renew leases. Tariffs may further impact our ability to lease unoccupied space by affecting market demand.
Removed
Wyll has held multiple positions on the company’s executive management team, including President and Chief Operating Officer from July 2021 until his appointment as President and Chief Executive Officer; Executive Vice President and Chief Operating Officer from 2019 to 2021; and Senior Vice President and General Counsel from the completion of our public offering in January 2022 until November 2019.
Added
Tariffs on construction materials, appliances, fixtures, and other goods used in the development, renovation, and maintenance of our properties may lead to increased project costs and delays.
Removed
Mr. Rady is involved in outside businesses, which may interfere with his ability to devote time and attention to our business and affairs. We rely on our senior management team, including Mr. Rady, for the day-to-day operations of our business. Our employment agreement with Mr.
Added
To the extent that our tenants or service providers are adversely affected by such trade policies, or if our own property-related costs increase materially, our financial performance could be adversely impacted. 16 A Prolonged Federal Government Shutdown Could Adversely Affect Some of Our Tenants We lease space to U.S. government agencies through the General Services Administration (GSA).
Removed
Rady requires him to devote a substantial portion of his business time and attention to our business. Mr. Rady continues to serve as the chairman of the board of directors and president of American Assets, Inc. and chairman of the board of directors of Insurance Company of the West. As such, Mr.
Added
A prolonged federal government shutdown could result in delayed or suspended funding for these agencies, potentially affecting their ability to meet rent obligations. In addition, some of our other tenants may rely heavily on federal funding, grants, or contracts.
Removed
Rady has certain ongoing duties to American Assets, Inc., Insurance Company of the West and other business ventures that could require a portion of his time and attention. Although we expect that Mr.
Added
A sustained shutdown could weaken their financial condition, affect their ability to meet rent obligations, and decrease the likelihood of lease renewals. To the extent our tenants are adversely impacted by a federal government shutdown, our financial performance could be adversely impacted.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Response Team members' relevant experience includes overseeing IT departments, reviewing existing security measures, and implementing solutions to mitigate security risks that may pose threats to a business. 35 Our Response Team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including third-party consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment. 36
Biggest changeOur Response Team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including third-party consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment. 37
In addition, management updates the Audit Committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential. The Audit Committee reports to the full Board regarding its activities, including those related to cybersecurity. The full Board also receives briefings from management on our cyber risk management program.
In addition, management updates the Audit Committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential. 36 The Audit Committee reports to the full Board regarding its activities, including those related to cybersecurity. The full Board also receives briefings from management on our cyber risk management program.
Our Response Team includes our President and Chief Operating Officer (and current President and Chief Executive Officer effective January 1, 2025), our Executive Vice President and Chief Financial Officer, our Director of IT, our Business Systems Manager, our Corporate Controller and our Director of Internal Audit.
Our Response Team includes our President and Chief Executive Officer, our Executive Vice President and Chief Financial Officer, our Director of IT, our Business Systems Manager, our Corporate Controller, our Cybersecurity Engineer and our Senior Business Systems Analyst.
Added
As of December 31, 2025, we have not had any known instances of material cybersecurity incidents and we are not aware of any material breaches affecting in-scope applications provided by third-parties, during any of the prior three fiscal years.
Added
The Response Team members' relevant experience includes overseeing IT departments, reviewing existing security measures, and implementing solutions to mitigate security risks that may pose threats to a business.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeRetail and Office Portfolios Property Location Year Built/ Most Recent Renovation Net Rentable Square Feet Percentage Leased Annualized Base Rent (1) Annualized Base Rent Per Leased Square Foot OFFICE PROPERTIES La Jolla Commons (2) San Diego, CA 2008/2014 725,439 98.5 % $ 46,530,658 $ 65.12 Torrey Reserve Campus San Diego, CA 1996/2022 551,005 79.1 23,840,979 54.70 Torrey Point San Diego, CA 2017 94,854 99.6 5,954,067 63.02 Solana Crossing Solana Beach, CA 1982/2022 224,009 77.4 8,218,550 47.40 The Landmark at One Market (3) San Francisco, CA 1917/2000 422,426 98.5 40,876,013 98.24 One Beach Street San Francisco, CA 1924/2024 100,270 First & Main Portland, OR 2010 362,633 94.2 11,163,267 32.68 Lloyd Portfolio Portland, OR 1940/2022 568,270 82.1 14,987,738 32.12 City Center Bellevue Bellevue, WA 1987/2023 498,606 91.4 26,320,549 57.76 14Acres (4) Bellevue, WA 1985/2024 276,060 62.0 6,800,550 39.73 Timber Ridge (5) Bellevue, WA 1986 160,509 87.2 6,471,011 46.23 Timber Springs (6) Bellevue, WA 1983 93,295 59.2 2,626,198 47.55 Subtotal / Weighted Average Office Portfolio (7) 4,077,376 85.0 % $ 193,789,580 $ 55.92 RETAIL PROPERTIES Carmel Country Plaza San Diego, CA 1991 78,098 91.8 % $ 4,200,992 $ 58.60 Carmel Mountain Plaza (8) San Diego, CA 1994/2020 528,416 99.4 14,738,486 28.06 South Bay Marketplace (8) San Diego, CA 1997/2018 132,877 97.8 2,524,203 19.42 Gateway Marketplace San Diego, CA 1997/2016 127,861 98.7 2,533,074 20.07 Lomas Santa Fe Plaza Solana Beach, CA 1972/1997 208,297 96.3 6,588,028 32.84 Solana Beach Towne Centre Solana Beach, CA 1973/2004 246,651 95.9 7,098,293 30.01 Del Monte Center (8) Monterey, CA 1967/2018 673,155 82.8 10,475,471 18.79 Geary Marketplace Walnut Creek, CA 2012 35,159 100.0 1,236,025 35.16 The Shops at Kalakaua Honolulu, HI 1971/2006 11,893 100.0 1,194,000 100.40 Waikele Center Waipahu, HI 1993/2008 418,611 99.5 12,740,116 30.59 Alamo Quarry Market (8) San Antonio, TX 1997/1999 588,148 99.8 15,780,519 26.88 Hassalo on Eighth - Retail (9) Portland, OR 2015 44,236 57.5 847,389 33.31 Subtotal / Weighted Average Retail Portfolio (7) 3,093,402 94.5 % $ 79,956,596 $ 27.35 Total / Weighted Average Retail and Office Portfolio (7) 7,170,778 89.1 % $ 273,746,176 $ 42.85 Mixed-Use Portfolio Retail Portion Location Year Built/ Renovated Net Rentable Square Feet Percent Leased Annualized Base Rent Annualized Base Rent Per Leased Square Foot Waikiki Beach Walk—Retail Honolulu, HI 2006 93,925 90.5 % $ 10,004,777 $ 117.70 Hotel Portion Location Year Built/ Renovated Units Average Occupancy Average Daily Rate Revenue per Available Room Waikiki Beach Walk—Embassy Suites TM Honolulu, HI 2008/2020 369 85.9 % $ 370.96 $ 318.61 37 Multifamily Portfolio Property Location Year Built/ Renovated Units Percentage Leased Annualized Base Rent Average Monthly Base Rent per Leased Unit Loma Palisades San Diego, CA 1958/2022 548 96.0 % $ 17,699,328 $ 2,804 Imperial Beach Gardens Imperial Beach, CA 1959/2023 160 93.1 4,926,204 2,756 Mariner’s Point Imperial Beach, CA 1986 88 94.3 2,393,256 2,403 Santa Fe Park RV Resort (10) San Diego, CA 1971/2008 124 70.2 1,646,532 1,576 Pacific Ridge Apartments San Diego, CA 2013 533 97.0 24,201,228 3,901 Hassalo on Eighth - Multifamily (9) Portland, OR 2015 657 87.4 11,496,168 1,668 Total / Weighted Average Multifamily 2,110 91.8 % $ 62,362,716 $ 2,683 (1) Annualized base rent is calculated by multiplying base rental payments (defined as cash base rents (before abatements)) under commenced leases for the month ended December 31, 2024 by 12.
Biggest changeRetail and Office Portfolios Property Location Year Built/ Most Recent Renovation Net Rentable Square Feet Percentage Leased (2) Annualized Base Rent (1) Annualized Base Rent Per Leased Square Foot OFFICE PROPERTIES La Jolla Commons I & II San Diego, CA 2008 725,439 98.5 % $ 48,403,724 $ 67.74 La Jolla Commons III San Diego, CA 2025 206,231 34.7 2,643,758 36.94 Coastal Collection at Torrey Reserve (3) San Diego, CA 1996/2022 552,276 82.2 25,033,359 55.14 Torrey Point San Diego, CA 2017 94,854 99.6 6,119,373 64.77 Solana Crossing Solana Beach, CA 1982/2022 224,009 81.3 8,833,711 48.51 The Landmark at One Market (4) San Francisco, CA 1917/2000 422,426 98.3 41,830,682 100.74 One Beach Street San Francisco, CA 1924/2024 89,067 14.5 First & Main Portland, OR 2010 362,633 74.9 8,937,842 32.91 Lloyd Portfolio Portland, OR 1940/2022 568,270 84.1 16,051,144 33.59 City Center Bellevue Bellevue, WA 1987/2023 498,606 92.0 27,649,275 60.28 14Acres Bellevue, WA 1985/2024 276,060 63.5 5,962,845 34.02 Timber Ridge Bellevue, WA 1986 160,509 97.5 7,280,357 46.52 Timber Springs Bellevue, WA 1983 93,295 73.0 2,589,179 38.02 Subtotal / Weighted Average Office Portfolio (5) 4,273,675 83.1 % $ 201,335,249 $ 56.69 RETAIL PROPERTIES Carmel Country Plaza San Diego, CA 1991 78,098 98.0 % $ 4,316,334 $ 56.40 Carmel Mountain Plaza (6) San Diego, CA 1994/2020 528,416 99.8 14,602,922 27.69 South Bay Marketplace (6) San Diego, CA 1997/2018 132,877 97.8 2,535,608 19.51 Gateway Marketplace (6) San Diego, CA 1997/2016 127,861 98.9 2,473,675 19.56 Lomas Santa Fe Plaza Solana Beach, CA 1972/1997 208,297 96.6 6,613,353 32.87 Solana Beach Towne Centre Solana Beach, CA 1973/2004 246,651 97.5 7,423,168 30.87 Geary Marketplace Walnut Creek, CA 2012 35,097 100.0 1,299,574 37.03 The Shops at Kalakaua Honolulu, HI 1971/2006 11,893 100.0 1,206,000 101.40 Waikele Center Waipahu, HI 1993/2008 418,395 97.2 12,637,563 31.07 Alamo Quarry Market (6) San Antonio, TX 1997/1999 588,148 99.2 16,311,778 27.96 Hassalo on Eighth - Retail Portland, OR 2015 44,236 57.5 857,552 33.71 Subtotal / Weighted Average Retail Portfolio (5) 2,419,969 97.7 % $ 70,277,527 $ 29.72 Total / Weighted Average Retail and Office Portfolio (5) 6,693,644 88.4 % $ 271,612,776 $ 45.90 Mixed-Use Portfolio Retail Portion Location Year Built/ Renovated Net Rentable Square Feet Percentage Leased (2) Annualized Base Rent (1) Annualized Base Rent Per Leased Square Foot Waikiki Beach Walk—Retail Honolulu, HI 2006 93,925 96.2 % $ 9,628,291 $ 106.56 Hotel Portion Location Year Built/ Renovated Units Average Occupancy Average Daily Rate Revenue per Available Room Waikiki Beach Walk—Embassy Suites TM Honolulu, HI 2008/2020 369 82.3 % $ 359.93 $ 296.35 38 Multifamily Portfolio Property Location Year Built/ Renovated Units Percentage Leased (2) Percentage Occupied (2) Annualized Base Rent (1) Average Monthly Base Rent per Occupied Unit Loma Palisades San Diego, CA 1958/2022 548 96.7 % 94.9 % $ 18,131,064 $ 2,905 Imperial Beach Gardens Imperial Beach, CA 1959/2023 160 95.0 91.3 4,754,016 2,712 Mariner’s Point Imperial Beach, CA 1986 88 93.2 92.1 1,928,100 1,982 Pacific Ridge Apartments San Diego, CA 2013 533 99.1 98.1 24,977,172 3,981 Genesee Park San Diego, CA 1985 192 98.4 96.9 4,878,144 2,185 Hassalo on Eighth - Multifamily (7) Portland, OR 2015 657 91.2 89.0 11,814,288 1,684 Total / Weighted Average Multifamily 2,178 95.5 % 93.7 % $ 66,482,784 $ 2,715 Santa Fe Park RV Resort (8) San Diego, CA 1971/2008 124 45.2 % 45.2 % $ 1,064,856 $ 1,583 Total / Weighted Average Multifamily (including Santa Fe Park RV Resort) 2,302 92.8 % 91.1 % $ 67,547,640 $ 2,684 (1) Annualized base rent is calculated by multiplying base rental payments (defined as cash base rents (before abatements)) under commenced leases for the month ended December 31, 2025 by 12.
However, changes in rental income associated with individual signed leases on comparable spaces may be positive or negative, and we can provide no assurance that the rents on new leases will continue to increase at the above disclosed levels, if at all. 41 The lease expirations for our multifamily portfolio and the hotel portion of our mixed-use portfolio are excluded from this table because multifamily unit leases generally have lease terms ranging from seven to fifteen months, with a majority having twelve-month lease terms, and because rooms in the hotel are rented on a nightly basis.
However, changes in rental income associated with individual signed leases on comparable spaces may be positive or negative, and we can provide no assurance that the rents on new leases will continue to increase at the above disclosed levels, if at all. 42 The lease expirations for our multifamily portfolio and the hotel portion of our mixed-use portfolio are excluded from this table because multifamily unit leases generally have lease terms ranging from seven to fifteen months, with a majority having twelve-month lease terms, and because rooms in the hotel are rented on a nightly basis.
Annualized base rent per leased square foot is calculated by dividing annualized base rent, by square footage under lease as of December 31, 2024. In the case of triple net or modified gross leases, annualized base rent does not include tenant reimbursements for real estate taxes, insurance, common area or other operating expenses.
Annualized base rent per leased square foot is calculated by dividing annualized base rent, by square footage under lease as of December 31, 2025. In the case of triple net or modified gross leases, annualized base rent does not include tenant reimbursements for real estate taxes, insurance, common area or other operating expenses.
Average daily rate represents the average rate paid for the units sold and is calculated by dividing the total room revenue (i.e., excluding food and beverage revenues or other hotel operations revenues such as telephone, parking and other guest services) for the 12-month period ended December 31, 2024, by the number of units sold.
Average daily rate represents the average rate paid for the units sold and is calculated by dividing the total room revenue (i.e., excluding food and beverage revenues or other hotel operations revenues such as telephone, parking and other guest services) for the 12-month period ended December 31, 2025, by the number of units sold.
(3) This property contains 422,426 net rentable square feet consisting of The Landmark at One Market (378,206 net rentable square feet) as well as a separate long-term leasehold interest in approximately 44,220 net rentable square feet of space located in an adjacent six-story leasehold known as the Annex.
(4) This property contains 422,426 net rentable square feet consisting of The Landmark at One Market (378,206 net rentable square feet) as well as a separate long-term leasehold interest in approximately 44,220 net rentable square feet of space located in an adjacent six-story leasehold known as the Annex.
(2) Includes the retail portion related to the mixed-use property. Segment Diversification The following table sets forth information regarding the total property operating income for each of our segments for the year ended December 31, 2024 (dollars in thousands).
(2) Includes the retail portion related to the mixed-use property. Segment Diversification The following table sets forth information regarding the total property operating income for each of our segments for the year ended December 31, 2025 (dollars in thousands).
The following table sets forth information regarding the 25 tenants with the greatest annualized base rent for our combined office, retail and retail portion of our mixed-use property portfolios as of December 31, 2024.
The following table sets forth information regarding the 25 tenants with the greatest annualized base rent for our combined office, retail and retail portion of our mixed-use property portfolios as of December 31, 2025.
Revenue per available room, or RevPAR, represents the total unit revenue per total available units for the 12-month period ended December 31, 2024 and is calculated by multiplying average occupancy by the average daily rate.
Revenue per available room, or RevPAR, represents the total unit revenue per total available units for the 12-month period ended December 31, 2025 and is calculated by multiplying average occupancy by the average daily rate.
Our six multifamily properties are excluded from the table below and are located in Southern California and Portland, Oregon. The hotel portion of our mixed-use property is also excluded and is located in Hawaii.
Our seven multifamily properties are excluded from the table below and are located in Southern California and Portland, Oregon. The hotel portion of our mixed-use property is also excluded and is located in Hawaii.
(2) Name withheld at tenant's request. 40 Geographic Diversification Our properties are located in Southern California, Northern California, Washington, Oregon, Texas and Hawaii. The following table shows the number of properties, the net rentable square feet and the percentage of total portfolio net rentable square footage in each region as of December 31, 2024.
(2) Name withheld at tenant's request. 41 Geographic Diversification Our properties are located in Southern California, Northern California, Washington, Oregon, Texas and Hawaii. The following table shows the number of properties, the net rentable square feet and the percentage of total portfolio net rentable square footage in each region as of December 31, 2025.
The square footage of available space excludes the space from 16 leases that terminated on December 31, 2024. In 2025, we expect a similar level of leasing activity for new and expiring leases compared to prior years with overall positive increases in rental income.
The square footage of available space excludes the space from 5 leases that terminated on December 31, 2025. In 2026, we expect a similar level of leasing activity for new and expiring leases compared to prior years with overall positive increases in rental income.
Total abatements for leases in effect as of December 31, 2024 for our multifamily portfolio equaled approximately $1.7 million for the year ended December 31, 2024. Units represent the total number of units available for sale or rent at December 31, 2024. Average occupancy represents the percentage of available units that were sold during the 12-month period ended December 31, 2024, and is calculated by dividing the number of units sold by the product of the total number of units and the total number of days in the period.
Total abatements for leases in effect as of December 31, 2025 for our multifamily portfolio equaled approximately $2.2 million for the year ended December 31, 2025. Units represent the total number of units available for sale or rent at December 31, 2025. Average occupancy represents the percentage of available units that were sold during the 12-month period ended December 31, 2025, and is calculated by dividing the number of units sold by the product of the total number of units and the total number of days in the period.
Only one tenant or affiliated group of tenants accounted for more than 9.5% of our annualized base rent as of December 31, 2024 for our office, retail and retail portion of our mixed-use property portfolio.
Only one tenant or affiliated group of tenants accounted for more than 9.8% of our annualized base rent as of December 31, 2025 for our office, retail and retail portion of our mixed-use property portfolio.
Additionally, as of December 31, 2024, we owned land at three of our properties that we classified as held for development or construction in progress.
Additionally, as of December 31, 2025, we owned land at two of our properties that we classified as held for development or construction in progress.
ITEM 2. PROPERTIES Our Portfolio As of December 31, 2024, our operating portfolio was comprised of 31 office, retail, multifamily and mixed-use properties with an aggregate of approximately 7.3 million rentable square feet of office and retail space (including mixed-use retail space), 2,110 residential units (including 120 RV spaces) and a 369-room hotel.
ITEM 2. PROPERTIES Our Portfolio As of December 31, 2025, our operating portfolio was comprised of 31 office, retail, multifamily and mixed-use properties with an aggregate of approximately 6.8 million rentable square feet of office and retail space (including mixed-use retail space), 2,302 residential units (including 120 RV spaces) and a 369-room hotel.
Tenant Property(ies) Lease Expiration Total Leased Square Feet Rentable Square Feet as a Percentage of Total Annualized Base Rent (1) Annualized Base Rent as a Percentage of Total Google LLC The Landmark at One Market 12/31/2029 253,198 3.5 % $ 27,117,548 9.5 % LPL Holdings, Inc. La Jolla Commons 4/30/2029 421,001 5.8 20,467,738 7.2 Autodesk, Inc.
Tenant Property(ies) Lease Expiration Total Leased Square Feet Rentable Square Feet as a Percentage of Total Annualized Base Rent (1) Annualized Base Rent as a Percentage of Total Google LLC The Landmark at One Market 12/31/2029 253,198 3.7 % $ 27,659,898 9.8 % LPL Holdings, Inc. La Jolla Commons 4/30/2029 421,001 6.2 21,048,719 7.5 Autodesk, Inc.
Our residential properties had 1,849 leases with residential tenants at December 31, 2024, excluding Santa Fe Park RV Resort. The retail portion of our mixed-use property had approximately 66 leases with retailers.
Our residential properties had 2,041 leases with residential tenants at December 31, 2025, excluding Santa Fe Park RV Resort. The retail portion of our mixed-use property had approximately 66 leases with retailers.
Total abatements for leases in effect as of December 31, 2024 for our retail and office portfolio equaled approximately $10.3 million for the year ended December 31, 2024. Total abatements for leases in effect as of December 31, 2024 for our mixed-use portfolio equaled approximately $0.1 million for the year ended December 31, 2024.
Total abatements for leases in effect as of December 31, 2025 for our retail and office portfolio equaled approximately $8.2 million for the year ended December 31, 2025. Total abatements for leases in effect as of December 31, 2025 for our mixed-use portfolio equaled approximately $0.1 million for the year ended December 31, 2025.
RevPAR does not include food and beverage revenues or other hotel operations revenues such as telephone, parking and other guest services. Average monthly base rent per leased unit represents the average monthly base rent per leased units as of December 31, 2024. 39 Tenant Diversification At December 31, 2024, our operating portfolio had approximately 798 leases with office and retail tenants, of which 16 expired on December 31, 2024 and 22 had not yet commenced as of such date.
RevPAR does not include food and beverage revenues or other hotel operations revenues such as telephone, parking and other guest services. Average monthly base rent per occupied unit represents the average monthly base rent per occupied unit as of December 31, 2025. 40 Tenant Diversification At December 31, 2025, our operating portfolio had approximately 735 leases with office and retail tenants, of which 5 expired on December 31, 2025 and 23 had not yet commenced as of such date.
The annualized base rent for Timber Springs has been adjusted for this presentation to reflect that the contractual triple net leases were instead structured as modified gross leases, by adding the contractual annualized triple net base rent of $1,889,523 to our estimate of annual triple net operating expenses of $736,675 for an estimated annualized base rent on a modified gross lease basis of $2,626,198 for Timber Springs.
The annualized base rent for Timber Springs has been adjusted for this presentation to reflect that the contractual triple net leases were instead structured as modified gross leases, by adding the contractual annualized triple net base rent of $1,822,289 to our estimate of annual triple net operating expenses of $766,890 for an estimated annualized base rent on a modified gross lease basis of $2,589,179 for Timber Springs.
The annualized base rent for 14Acres has been adjusted for this presentation to reflect that the contractual triple net leases were instead structured as modified gross leases, by adding the contractual annualized triple net base rent of $4,815,832 to our estimate of annual triple net operating expenses of $1,984,718 for an estimated annualized base rent on a modified gross lease basis of $6,800,550 for 14Acres. c.
The annualized base rent for 14Acres has been adjusted for this presentation to reflect that the contractual triple net leases were instead structured as modified gross leases, by adding the contractual annualized triple net base rent of $4,081,195 to our estimate of annual triple net operating expenses of $1,881,650 for an estimated annualized base rent on a modified gross lease basis of $5,962,845 for 14Acres. c.
(10) The Santa Fe Park RV Resort is subject to seasonal variation, with higher rates of occupancy occurring during the summer months. The number of units at the Santa Fe Park RV Resort includes 120 RV spaces and four apartments.
(8) The Santa Fe Park RV Resort is subject to seasonal variation, with higher rates of occupancy occurring during the summer months. The number of units at the Santa Fe Park RV Resort includes 120 RV spaces and four apartments. The Santa Fe Park RV Resort is excluded from the multifamily presentation above to accurately reflect true multifamily performance.
The annualized base rent for La Jolla Commons has been adjusted for this presentation to reflect that the contractual triple net leases were instead structured as modified gross leases, by adding the contractual annualized triple net base rent of $36,379,330 to our estimate of annual triple net operating expenses of $10,151,328 for an estimated annualized base rent on a modified gross lease basis of $46,530,658 for La Jolla Commons. b.
The annualized base rent for La Jolla Commons has been adjusted for this presentation to reflect that the contractual triple net leases were instead structured as modified gross leases, by adding the contractual annualized triple net base rent of $37,801,285 to our estimate of annual triple net operating expenses of $10,602,439 for an estimated annualized base rent on a modified gross lease basis of $48,403,724 for La Jolla Commons. b.
(c) Pro forma annualized base rent is calculated by dividing annualized base rent for commenced leases and for signed but not commenced leases as of December 31, 2024, by square footage under lease as of December 31, 2024. 38 (8) Net rentable square feet at certain of our retail properties includes square footage leased pursuant to ground leases, as described in the following table: Property Number of Ground Leases Square Footage Leased Pursuant to Ground Leases Aggregate Annualized Base Rent Carmel Mountain Plaza 5 17,607 $ 1,028,160 South Bay Marketplace 1 2,824 $ 114,552 Del Monte Center 1 212,500 $ 96,000 Alamo Quarry Market 3 20,694 $ 423,455 (9) The Hassalo on Eighth property is comprised of three multifamily buildings, each with a ground floor retail component: Velomor, Aster Tower and Elwood.
(c) Pro forma annualized base rent is calculated by dividing annualized base rent for commenced leases and for signed but not commenced leases as of December 31, 2025, by square footage under lease as of December 31, 2025. 39 (6) Net rentable square feet at certain of our retail properties includes square footage leased pursuant to ground leases, as described in the following table: Property Number of Ground Leases Square Footage Leased Pursuant to Ground Leases Aggregate Annualized Base Rent Carmel Mountain Plaza 5 17,607 $ 1,051,461 South Bay Marketplace 1 2,824 $ 114,552 Alamo Quarry Market 4 31,994 $ 723,455 Gateway Marketplace 1 18,903 $ 226,800 (7) The Hassalo on Eighth property is comprised of three multifamily buildings, each with a ground floor retail component: Velomor, Aster Tower and Elwood.
The annualized base rent for Timber Ridge has been adjusted for this presentation to reflect that the contractual triple net leases were instead structured as modified gross leases, by adding the contractual annualized triple net base rent of $4,541,907 to our estimate of annual triple net operating expenses of $1,929,104 for an estimated annualized base rent on a modified gross lease basis of $6,471,011 for Timber Ridge. d.
The annualized base rent for Timber Ridge has been adjusted for this presentation to reflect that the contractual triple net leases were instead structured as modified gross leases, by adding the contractual annualized triple net base rent of $5,297,966 to our estimate of annual triple net operating expenses of $1,982,391 for an estimated annualized base rent on a modified gross lease basis of $7,280,357 for Timber Ridge. d.
Region Number of Properties Net Rentable Square Feet Percentage of Net Rentable Square Feet (1) Southern California 10 2,917,507 40.2 % Northern California 4 1,231,010 16.9 Washington 4 1,028,470 14.2 Oregon 3 975,139 13.4 Texas 1 588,148 8.1 Hawaii (2) 3 524,429 7.2 Total 25 7,264,703 100.0 % (1) Percentage of Net Rentable Square Feet is calculated based on the total net rentable square feet available in our retail portfolio, office portfolio and the retail portion of our mixed-use portfolio.
Region Number of Properties Net Rentable Square Feet Percentage of Net Rentable Square Feet (1) Southern California 10 3,125,009 46.0 % Northern California 3 546,590 8.1 Washington 4 1,028,470 15.2 Oregon 3 975,139 14.4 Texas 1 588,148 8.7 Hawaii (2) 3 524,213 7.7 Total 24 6,787,569 100.0 % (1) Percentage of Net Rentable Square Feet is calculated based on the total net rentable square feet available in our retail portfolio, office portfolio and the retail portion of our mixed-use portfolio.
Retail portfolio leases signed but not commenced of 1,898, 4,374, and 4,966 square feet are expected to commence during the first, second, and fourth quarters of 2025, respectively. (b) Annualized base rent is calculated by multiplying base rental payments (defined as cash base rents (before abatements)) for signed but not commenced leases as of December 31, 2024 by 12.
Retail portfolio leases signed but not commenced of 1,700, 1,627, 5,255, and 2,718 square feet are expected to commence during each quarter of 2026, respectively. (b) Annualized base rent is calculated by multiplying base rental payments (defined as cash base rents (before abatements)) for signed but not commenced leases as of December 31, 2025 by 12.
Segment Number of Properties Property Operating Income Percentage of Property Operating Income Office 12 $ 153,544 52.9 % Retail 12 76,532 26.4 % Mixed-Use 1 36,583 12.6 % Multifamily 6 23,469 8.1 % Total 31 $ 290,128 100.0 % Lease Expirations The following table sets forth a summary schedule of the lease expirations for leases in place as of December 31, 2024, plus available space, for each of the ten calendar years beginning January 1, 2025 at the properties in our retail portfolio, office portfolio and the retail portion of our mixed-use portfolio.
Segment Number of Properties Property Operating Income Percentage of Property Operating Income Office 12 $ 139,139 52.2 % Retail 11 68,338 25.6 % Multifamily 7 37,010 13.9 % Mixed-Use 1 22,122 8.3 % Total 31 $ 266,609 100.0 % Lease Expirations The following table sets forth a summary schedule of the lease expirations for leases in place as of December 31, 2025, plus available space, for each of the ten calendar years beginning January 1, 2026 at the properties in our retail portfolio, office portfolio and the retail portion of our mixed-use portfolio.
Net rentable square footage may be adjusted from the prior period to reflect re-measurement of leased space at the properties. Percentage leased for each of our retail and office properties and the retail portion of the mixed-use property is calculated as square footage under leases as of December 31, 2024, divided by net rentable square feet, expressed as a percentage.
(2) Percentage leased for each of our retail and office properties and the retail portion of the mixed-use property is calculated as square footage under lease as of December 31, 2025, divided by net rentable square feet, expressed as a percentage. The square footage under lease includes leases which may not have commenced as of December 31, 2025.
The Landmark at One Market 12/31/2027 12/31/2028 138,615 1.9 13,330,960 4.7 Smartsheet, Inc. City Center Bellevue 12/31/2026 4/30/2029 123,041 1.7 7,168,221 2.5 Illumina, Inc.
The Landmark at One Market 12/31/2028 6/30/2031 138,615 2.0 13,730,889 4.9 Smartsheet, Inc. City Center Bellevue 12/31/2026 4/30/2029 12/31/2032 123,041 1.8 7,340,059 2.6 Illumina, Inc. La Jolla Commons 10/31/2027 73,176 1.1 5,110,316 1.8 Databricks, Inc.
(7) Lease data for signed but not commenced leases as of December 31, 2024 is in the following table: Leased Square Feet Annualized Base Pro Forma Annualized Under Signed But Annualized Rent per Base Rent per Not Commenced Leases (a) Base Rent (b) Leased Square Foot (b) Leased Square Foot (c) Office Portfolio $ 73,609 $ 3,381,430 $ 45.94 $ 56.92 Retail Portfolio 11,238 767,399 $ 68.29 $ 27.62 Total Retail and Office Portfolio $ 84,847 $ 4,148,829 $ 48.90 $ 43.51 (a) Office portfolio leases signed but not commenced of 44,374, 8,764, and 20,471 are expected to commence during the first and second quarters of 2025, and the first quarter of 2026, respectively.
(5) Lease data for signed but not commenced leases as of December 31, 2025 is in the following table: Leased Square Feet Annualized Base Pro Forma Annualized Under Signed But Annualized Rent per Base Rent per Not Commenced Leases (a) Base Rent (b) Leased Square Foot (b) Leased Square Foot (c) Office Portfolio $ 139,722 $ 7,204,628 $ 51.56 $ 58.71 Retail Portfolio 11,300 570,430 $ 50.48 $ 29.97 Total Retail and Office Portfolio $ 151,022 $ 7,775,058 $ 51.48 $ 47.23 (a) Office portfolio leases signed but not commenced of 84,009, 35,861, 15,194, and 4,658 square feet are expected to commence during each quarter of 2026, respectively.
Percentage leased for our multifamily properties is calculated as total units rented as of December 31, 2024, divided by total units available, expressed as a percentage. Annualized base rent is calculated by multiplying base rental payments (defined as cash base rents, before abatements) for the month ended December 31, 2024, by 12.
Net rentable square footage may be adjusted from the prior period to reflect re-measurement of leased space at the properties. Annualized base rent is calculated by multiplying base rental payments (defined as cash base rents, before abatements) for the month ended December 31, 2025, by 12.
La Jolla Commons 10/31/2027 73,176 1.0 4,937,503 1.7 VMware, Inc City Center Bellevue 3/31/2028 75,000 1.0 4,673,061 1.6 Lowe's Waikele Center 5/31/2028 155,000 2.1 4,092,000 1.4 Clearesult Operating, LLC First & Main 4/30/2025 101,848 1.4 3,588,009 1.3 Industrious City Center Bellevue 4/30/2033 3/31/2034 55,256 0.8 3,301,447 1.2 State of Oregon: Department of Environmental Quality Lloyd Portfolio 10/31/2031 87,787 1.2 3,113,766 1.1 Top technology tenant (2) Del Monte Center La Jolla Commons 1/31/2028 8/31/2030 47,826 0.7 2,813,083 1.0 Genentech, Inc Lloyd Portfolio 10/31/2026 66,852 0.9 2,479,993 0.9 Internal Revenue Service First & Main 8/31/2030 63,648 0.9 2,189,700 0.8 Sprouts Farmers Market Solana Beach Towne Centre Geary Marketplace Carmel Mountain Plaza 6/30/2029 9/30/2032 3/31/2035 71,431 1.0 2,174,838 0.8 Perkins Coie, LLP Torrey Reserve Campus 12/31/2028 36,980 0.5 2,032,036 0.7 Veterans Benefits Administration First & Main 8/31/2030 73,001 1.0 1,997,006 0.7 Troutman Pepper Locke, LLP First & Main Torrey Reserve Campus 1/31/2031 3/31/2035 32,380 0.4 1,848,457 0.7 Marshalls Carmel Mountain Plaza Solana Beach Towne Centre 1/31/2029 1/31/2035 68,055 0.9 1,822,561 0.6 Nordstrom Rack Carmel Mountain Plaza Alamo Quarry Market 9/30/2027 10/31/2027 69,047 1.0 1,804,269 0.6 US Bank La Jolla Commons Lomas Sante Fe Plaza 8/31/2027 8/31/2027 40,858 0.6 1,776,987 0.6 Databricks, Inc.
Lloyd Portfolio 10/31/2026 66,852 1.0 2,554,393 0.9 Sprouts Farmers Market Solana Beach Towne Centre Geary Marketplace Carmel Mountain Plaza 6/30/2029 9/30/2032 3/31/2035 71,431 1.1 2,248,554 0.8 Internal Revenue Service First & Main 8/31/2030 63,648 0.9 2,189,700 0.8 Perkins Coie, LLP Coastal Collection at Torrey Reserve 12/31/2028 36,980 0.5 2,092,997 0.7 Veterans Benefits Administration First and Main 8/31/2030 73,001 1.1 1,997,006 0.7 Marshalls Carmel Mountain Plaza Solana Beach Towne Centre 1/31/2029 1/31/2035 68,055 1.0 1,901,151 0.7 US Bank La Jolla Commons Lomas Sante Fe Plaza 8/31/2027 8/31/2027 40,858 0.6 1,852,546 0.7 Nordstrom Rack Carmel Mountain Plaza Alamo Quarry Market 9/30/2027 10/31/2027 69,047 1.0 1,804,269 0.6 PIMCO La Jolla Commons 3/31/2034 24,464 0.4 1,632,825 0.6 Vons Lomas Santa Fe Plaza 12/31/2027 49,895 0.7 1,609,086 0.6 Petit Kohn Ingrassia Lutz & Dolin Coastal Collection at Torrey Reserve 12/31/2026 26,993 0.4 1,596,010 0.6 Pillsbury Winthrop Shaw Pittman LLP Coastal Collection at Torrey Reserve 12/31/2033 26,152 0.4 1,564,799 0.6 Seismic Software, Inc.
We currently lease the Annex from an affiliate of the Paramount Group pursuant to a long-term master lease effective through June 30, 2026, which we have the option to extend until 2031 pursuant to one remaining five-year extension option. (4) 14Acres was formerly known as Eastgate Office Park. (5) Timber Ridge was formerly known as Corporate Campus East III.
We currently lease the Annex from an affiliate of the Paramount Group pursuant to a long-term master lease effective through June 30, 2031.
Year of Lease Expiration Square Footage of Expiring Leases Percentage of Portfolio Net Rentable Square Feet Annualized Base Rent (1) Percentage of Portfolio Annualized Base Rent Annualized Base Rent Per Leased Square Foot (2) Available 792,263 10.9 % $ % $ Month to Month 106,848 1.5 1,065,424 0.4 9.97 2025 519,137 7.1 20,270,482 7.5 39.05 2026 658,869 9.1 27,756,754 10.3 42.13 2027 909,297 12.5 39,296,727 14.6 43.22 2028 1,298,243 17.9 46,517,500 17.3 35.83 2029 1,315,088 18.1 70,684,509 26.3 53.75 2030 422,622 5.8 17,152,763 6.4 40.59 2031 376,707 5.2 15,211,002 5.7 40.38 2032 193,731 2.7 6,646,566 2.5 34.31 2033 119,422 1.6 6,117,646 2.3 51.23 2034 266,020 3.7 11,070,436 4.1 41.62 Thereafter 199,466 2.7 7,159,319 4.3 35.89 Signed Leases Not Commenced 86,990 1.2 Total: 7,264,703 100.0 % $ 268,949,128 100.0 % $ 37.02 (1) Annualized base rent is calculated by multiplying base rental payments (defined as cash base rents (before abatements)) for the month ended December 31, 2024 for the leases expiring during the applicable period, by 12.
Year of Lease Expiration Square Footage of Expiring Leases Percentage of Portfolio Net Rentable Square Feet Annualized Base Rent (1) Percentage of Portfolio Annualized Base Rent Annualized Base Rent Per Leased Square Foot (2) Available 779,962 11.5 % $ % $ Month to Month 95,651 1.4 402,801 0.2 4.21 2026 454,358 6.7 21,740,653 8.2 47.85 2027 690,621 10.2 30,187,828 11.3 43.71 2028 1,134,670 16.7 49,141,525 18.5 43.31 2029 1,229,062 18.1 71,929,184 27.0 58.52 2030 522,823 7.7 22,297,008 8.4 42.65 2031 511,712 7.5 24,553,887 9.2 47.98 2032 246,524 3.6 10,288,552 3.9 41.73 2033 248,219 3.7 8,526,125 3.2 34.35 2034 253,951 3.7 11,774,510 4.4 46.37 2035 201,279 3.0 6,921,558 2.6 34.39 Thereafter 260,482 3.8 8,244,064 3.1 31.65 Signed Leases Not Commenced 158,255 2.3 Total: 6,787,569 100.0 % $ 266,007,695 100.0 % 1 $ 39.19 (1) Annualized base rent is calculated by multiplying base rental payments (defined as cash base rents (before abatements)) for the month ended December 31, 2025 for the leases expiring during the applicable period, by 12.
Removed
(2) Data for La Jolla Commons does not include La Jolla Commons - Tower III, which remains under development. However, as of December 31, 2024, 38,130 out of 206,231 rentable square feet, or 18.5%, of La Jolla Commons - Tower III has been leased.
Added
Percentage occupied for each of our multifamily properties includes total units rented and occupied as of December 31, 2025. Percentage leased for each of our multifamily properties includes units leased but not occupied as of December 31, 2025, divided by total units available, expressed as a percentage. (3) Coastal Collection at Torrey Reserve was formerly known as Torrey Reserve Campus.
Removed
(6) Timber Springs was formerly known as Bel-Spring 520.
Added
City Center Bellevue 11/30/2027 1/31/2028 3/31/2028 10/31/2028 69,104 1.0 4,183,793 1.5 Lowe's Waikele Center 5/31/2028 155,000 2.3 4,092,000 1.5 Industrious City Center Bellevue La Jolla Commons 4/30/2033 3/31/2034 7/31/2035 75,749 1.1 4,015,281 1.4 VMWare, LLC City Center Bellevue 1/31/2026 3/31/2028 55,683 0.8 3,667,357 1.3 State of Oregon: Department of Environmental Quality Lloyd Portfolio 10/31/2031 87,787 1.3 3,207,179 1.1 Top technology tenant (2) La Jolla Commons 8/31/2030 40,800 0.6 2,674,996 1.0 Genentech, Inc.
Removed
The square footage under lease includes leases which may not have commenced as of December 31, 2024.
Added
Coastal Collection at Torrey Reserve 1/31/2034 25,026 0.4 1,529,285 0.5 Ruth's Chris Steak House Waikiki Beach Walk Retail Coastal Collection at Torrey Reserve 2/29/2028 1/31/2030 14,833 0.2 1,499,217 0.5 TOTAL 2,150,389 31.6 % $ 122,802,325 43.7 % (1) Annualized base rent is calculated by multiplying (i) base rental payments (defined as cash base rents before abatements) for the month ended December 31, 2025 for the applicable lease(s) by (ii) 12.
Removed
City Center Bellevue 11/30/2027 1/31/2028 45,344 0.6 1,612,897 0.6 Vons Lomas Santa Fe Plaza 12/31/2027 49,895 0.7 1,609,086 0.6 PIMCO La Jolla Commons 3/31/2034 24,464 0.3 1,585,267 0.6 Banner Corporation Timber Ridge 10/31/2027 43,766 0.6 1,575,576 0.6 At Home Stores Carmel Mountain Plaza 7/31/2029 107,870 1.5 1,545,367 0.5 TOTAL 2,325,339 32.0 % $ 120,657,376 42.5 % (1) Annualized base rent is calculated by multiplying (i) base rental payments (defined as cash base rents before abatements) for the month ended December 31, 2024 for the applicable lease(s) by (ii) 12.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeWe may be subject to ongoing litigation and we expect to otherwise be party from time to time to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our business. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 42 PART II
Biggest changeWe may be subject to ongoing litigation and we expect to otherwise be party from time to time to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our business. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 43 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeITEM 5. MARKET FOR OUR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES American Assets Trust, Inc. Market Information and Holders Shares of American Assets Trust, Inc.'s common stock are listed on the NYSE under the symbol “AAT”. On February 4, 2025, we had 80 stockholders of record of our common stock.
Biggest changeITEM 5. MARKET FOR OUR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES American Assets Trust, Inc. Market Information and Holders Shares of American Assets Trust, Inc.'s common stock are listed on the NYSE under the symbol “AAT”. On February 3, 2026, we had 76 stockholders of record of our common stock.
Equity Compensation Plan Information Information about our equity compensation plans is incorporated by reference in Item 12 of Part III of this annual report on Form 10-K. 43 Stock Performance Graph The information below shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, other than as provided in Item 201 of Regulation S-K, or to the liabilities of Section 18 of the Exchange Act, except to the extent we specifically request that such information be treated as soliciting material or specifically incorporate it by reference into a filing under the Securities Act or the Exchange Act.
Equity Compensation Plan Information Information about our equity compensation plans is incorporated by reference in Item 12 of Part III of this annual report on Form 10-K. 44 Stock Performance Graph The information below shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, other than as provided in Item 201 of Regulation S-K, or to the liabilities of Section 18 of the Exchange Act, except to the extent we specifically request that such information be treated as soliciting material or specifically incorporate it by reference into a filing under the Securities Act or the Exchange Act.
Dividend amounts depend on our available cash flows, financial condition and capital requirements, the annual distribution requirements under the REIT provisions of the Code and such other factors as our board of directors deems relevant. Recent Sales of Unregistered Equity Securities No unregistered equity securities were sold by us during 2024.
Dividend amounts depend on our available cash flows, financial condition and capital requirements, the annual distribution requirements under the REIT provisions of the Code and such other factors as our board of directors deems relevant. Recent Sales of Unregistered Equity Securities No unregistered equity securities were sold by us during 2025.
The comparisons in the graph are provided in accordance with the SEC disclosure requirements and are not intended to forecast or be indicative of the future performance of American Assets Trust, Inc. shares of common stock. 44 ITEM 6. [RESERVED] 45
The comparisons in the graph are provided in accordance with the SEC disclosure requirements and are not intended to forecast or be indicative of the future performance of American Assets Trust, Inc. shares of common stock. 45 ITEM 6. [RESERVED] 46
The graph below compares the cumulative total return on the company’s common stock with that of the Standard & Poor's 500 Stock Index, or S&P 500 Index, and an industry peer group, S&P 600 Real Estate Index from December 31, 2019 through December 31, 2024.
The graph below compares the cumulative total return on the company’s common stock with that of the Standard & Poor's 500 Stock Index, or S&P 500 Index, and an industry peer group, S&P 600 Real Estate Index from December 31, 2020 through December 31, 2025.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers No equity securities were purchased by us during 2024.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers No equity securities were purchased by us during 2025.
As of February 4, 2025, we had 20 holders of record of American Assets Trust, L.P.'s operating partnership units, including American Assets Trust, Inc.
As of February 3, 2026, we had 20 holders of record of American Assets Trust, L.P.'s operating partnership units, including American Assets Trust, Inc.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeWe capitalized interest costs related to both development and redevelopment activities combined of $7.5 million and $7.8 million for the years ended December 31, 2024 and 2023, respectively. 52 Segment capital expenditures for the years ended December 31, 2024 and 2023 are as follows (dollars in thousands): Year Ended December 31, 2024 Segment Tenant Improvements and Leasing Commissions Capital Expenditures Total Tenant Improvements, Leasing Commissions and Capital Expenditures Redevelopment and Expansions New Development Total Capital Expenditures Office Portfolio $ 23,048 $ 18,329 $ 41,377 $ 1,979 $ 13,364 $ 56,720 Retail Portfolio 9,158 4,410 13,568 13,568 Multifamily Portfolio 5,637 5,637 5,637 Mixed-Use Portfolio 425 1,057 1,482 1,482 Total $ 32,631 $ 29,433 $ 62,064 $ 1,979 $ 13,364 $ 77,407 Year Ended December 31, 2023 Segment Tenant Improvements and Leasing Commissions Capital Expenditures Total Tenant Improvements, Leasing Commissions and Capital Expenditures Redevelopment and Expansions New Development Total Capital Expenditures Office Portfolio $ 15,010 $ 21,665 $ 36,675 $ 7,251 $ 27,410 $ 71,336 Retail Portfolio 5,668 3,188 8,856 8,856 Multifamily Portfolio 5,902 5,902 5,902 Mixed-Use Portfolio 512 3,281 3,793 3,793 Total $ 21,190 $ 34,036 $ 55,226 $ 7,251 $ 27,410 $ 89,887 The increase in tenant improvements and leasing commissions for the year ended December 31, 2024 compared to the year ended December 31, 2023 was primarily related to tenant buildouts at La Jolla Commons, Lloyd Portfolio, Del Monte Center, City Center Bellevue and Alamo Quarry Market during the year ended December 31, 2024, partially offset by tenant buildouts completed at Torrey Reserve Campus, Torrey Point and Carmel Mountain Plaza during the year ended December 31, 2023.
Biggest changeWe capitalized interest costs related to both development and redevelopment activities combined of $1.4 million and $7.5 million for the years ended December 31, 2025 and 2024, respectively. 53 Segment capital expenditures for the years ended December 31, 2025 and 2024 are as follows (dollars in thousands): Year Ended December 31, 2025 Segment Tenant Improvements and Leasing Commissions Capital Expenditures Total Tenant Improvements, Leasing Commissions and Capital Expenditures Redevelopment, Expansions and Repositioning (1) New Development Total Capital Expenditures Office Portfolio $ 27,315 $ 14,133 $ 41,448 $ 6,587 $ 13,475 $ 61,510 Retail Portfolio 5,346 5,466 10,812 698 11,510 Multifamily Portfolio 3,014 3,014 2,080 5,094 Mixed-Use Portfolio 543 1,763 2,306 2,306 Total $ 33,204 $ 24,376 $ 57,580 $ 9,365 $ 13,475 $ 80,420 Year Ended December 31, 2024 Segment Tenant Improvements and Leasing Commissions Capital Expenditures Total Tenant Improvements, Leasing Commissions and Capital Expenditures Redevelopment and Expansions New Development Total Capital Expenditures Office Portfolio $ 23,048 $ 18,329 $ 41,377 $ 1,979 $ 13,364 $ 56,720 Retail Portfolio 9,158 4,410 13,568 13,568 Multifamily Portfolio 5,637 5,637 5,637 Mixed-Use Portfolio 425 1,057 1,482 1,482 Total $ 32,631 $ 29,433 $ 62,064 $ 1,979 $ 13,364 $ 77,407 (1) Beginning with the three months ended June 30, 2025, this capital expenditures category includes spending related to repositioning initiatives at operating properties, as well as planned capital expenditures identified at the time of acquisition.
We make assumptions and estimates related to below market 51 lease renewal options, which impact revenue in the period in which the renewal options are exercised and could result in significant increases to revenue if the renewal options are not exercised at which time the related below market lease liabilities would be written off as an increase to revenue.
We make assumptions and estimates related to below market lease renewal options, which impact revenue in the period in which the renewal options are exercised and could result in significant increases to revenue if the renewal options are not exercised at which time the related below market lease liabilities would be written off as an increase to revenue.
Other REITs may use different methodologies for calculating NOI, and accordingly, our NOI may not be comparable to other REITs. 63 NOI is used by investors and our management to evaluate and compare the performance of our properties and to determine trends in earnings and to compute the fair value of our properties as it is not affected by (1) the cost of funds of the property owner, (2) the impact of depreciation and amortization expenses as well as gains or losses from the sale of operating real estate assets that are included in net income computed in accordance with GAAP, or (3) general and administrative expenses and other gains and losses that are specific to the property owner.
Other REITs may use different methodologies for calculating NOI, and accordingly, our NOI may not be comparable to other REITs. 64 NOI is used by investors and our management to evaluate and compare the performance of our properties and to determine trends in earnings and to compute the fair value of our properties as it is not affected by (1) the cost of funds of the property owner, (2) the impact of depreciation and amortization expenses as well as gains or losses from the sale of operating real estate assets that are included in net income computed in accordance with GAAP, or (3) general and administrative expenses and other gains and losses that are specific to the property owner.
Although our strategy is to hold our properties over the long-term, if our strategy changes or market conditions otherwise dictate an earlier sale date, an impairment loss may be recognized to reduce the property to fair value and such loss could be material. No impairment charges were recorded for the years ended December 31, 2024, 2023 or 2022.
Although our strategy is to hold our properties over the long-term, if our strategy changes or market conditions otherwise dictate an earlier sale date, an impairment loss may be recognized to reduce the property to fair value and such loss could be material. No impairment charges were recorded for the years ended December 31, 2025, 2024 or 2023.
FFO represents net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from sales of depreciable operating property, impairment losses, real estate related depreciation and amortization (excluding amortization of deferred financing costs) and after adjustments for unconsolidated partnerships and joint ventures. 64 FFO is a supplemental non-GAAP financial measure.
FFO represents net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from sales of depreciable operating property, impairment losses, real estate related depreciation and amortization (excluding amortization of deferred financing costs) and after adjustments for unconsolidated partnerships and joint ventures. 65 FFO is a supplemental non-GAAP financial measure.
While there is judgment surrounding changes in designations, we typically reclassify significant development, redevelopment or expansion properties to same-store properties once they are stabilized. Properties are deemed stabilized typically at the earlier of (1) reaching 90% occupancy or (2) four quarters following a property's inclusion in operating real estate.
While there is judgment surrounding changes in designations, we typically reclassify significant development, redevelopment or expansion properties into same-store properties once they are stabilized. Properties are deemed stabilized typically at the earlier of (1) reaching 90% occupancy or (2) four quarters following a property's inclusion in operating real estate.
Results of Operations For our discussion of results of operations, we have provided information on a total portfolio and same-store basis. For our discussion related to the results of operations and liquidity and capital resources for the year ended December 31, 2023 compared to the year ended December 31, 2022 please refer to Part II, Item 7.
Results of Operations For our discussion of results of operations, we have provided information on a total portfolio and same-store basis. For our discussion related to the results of operations and liquidity and capital resources for the year ended December 31, 2024 compared to the year ended December 31, 2023 please refer to Part II, Item 7.
Revenue from other sales and services provided is included in other property income on the statement of comprehensive income. 50 We make estimates of the collectability of our current accounts receivable and straight-line rents receivable which requires significant judgment by management.
Revenue from other sales and services provided is included in other property income on the statement of comprehensive income. 51 We make estimates of the collectability of our current accounts receivable and straight-line rents receivable which requires significant judgment by management.
We evaluate our properties on an ongoing basis to identify these types of opportunities. 46 We intend to opportunistically pursue projects in our development pipeline including future phases of Lloyd Portfolio, other redevelopments at Waikele Center, as well as multifamily development opportunities within our existing portfolio, namely at Lomas Santa Fe Plaza, Solana Beach Towne Centre and Carmel Mountain Plaza.
We evaluate our properties on an ongoing basis to identify these types of opportunities. 47 We intend to opportunistically pursue projects in our development pipeline, including future phases of Lloyd Portfolio, other redevelopments at Waikele Center, as well as multifamily development opportunities within our existing portfolio, namely at Lomas Santa Fe Plaza, Solana Beach Towne Centre, Carmel Mountain Plaza, and Genesee Park.
As of December 31, 2024, the company has determined that it has adequate working capital to meet its dividend funding obligations for the next 12 months.
As of December 31, 2025, the company has determined that it has adequate working capital to meet its dividend funding obligations for the next 12 months.
The 710 building within the Lloyd Portfolio is classified as a same-store property when compared to the designation for the year ended December 31, 2023, because the property has been in operation for a full year since it was placed in service in November 2022.
The 710 building within the Lloyd Portfolio was classified as a same-store property when compared to the designation for the year ended December 31, 2023, because the property had been in operation for a full year since it was placed in service in November 2022.
We also derive revenue from tenant recoveries and other property revenues, including parking income, lease termination fees, late fees, storage rents and other miscellaneous property revenues. Office Leases . Our office portfolio included twelve properties with a total of approximately 4.1 million rentable square feet available for lease as of December 31, 2024.
We also derive revenue from tenant recoveries and other property revenues, including parking income, lease termination fees, late fees, storage rents and other miscellaneous property revenues. Office Leases . Our office portfolio included twelve properties with a total of approximately 4.3 million rentable square feet available for lease as of December 31, 2025.
Incentives include amounts paid to tenants as an inducement to sign a lease that do not represent building improvements. 49 The leases signed in 2024 will typically become effective in 2025, though some may not become effective until 2026.
Incentives include amounts paid to tenants as an inducement to sign a lease that do not represent building improvements. The leases signed in 2025 will typically become effective in 2026, though some may not become effective until 2027.
Acquired properties are classified to same-store properties once we have owned such properties for the entirety of comparable period(s) and the properties are not under significant development or expansion. Below is a summary of our same-store composition for the years ended December 31, 2024, 2023 and 2022.
Acquired properties are classified into same-store properties once we have owned such properties for the entirety of comparable period(s) and the properties are not under significant development or expansion. Below is a summary of our same-store composition for the years ended December 31, 2025, 2024 and 2023.
Our core markets include San Diego, California; the San Francisco Bay Area, California; Bellevue, Washington; Portland, Oregon, and Oahu, Hawaii. American Assets Trust, Inc., as the sole general partner of our Operating Partnership, has control of our Operating Partnership and owned 78.9% of our Operating Partnership as of December 31, 2024.
Our core markets include San Diego, California; the San Francisco Bay Area, California; Bellevue, Washington; Portland, Oregon, and Oahu, Hawaii. American Assets Trust, Inc., as the sole general partner of our Operating Partnership, has control of our Operating Partnership and owned 78.95% of our Operating Partnership as of December 31, 2025.
Comparison of the Year Ended December 31, 2024 to the Year Ended December 31, 2023 The following summarizes our consolidated results of operations for the year ended December 31, 2024 compared to our consolidated results of operations for the year ended December 31, 2023.
Comparison of the Year Ended December 31, 2025 to the Year Ended December 31, 2024 The following summarizes our consolidated results of operations for the year ended December 31, 2025 compared to our consolidated results of operations for the year ended December 31, 2024.
We capitalized external and internal costs related to other property improvements combined of $52.2 million and $54.2 million for the years ended December 31, 2024 and 2023, respectively. Interest costs on developments and major redevelopments are capitalized as part of developments and redevelopments not yet placed in service.
We capitalized external and internal costs related to other property improvements combined of $55.5 million and $52.2 million for the years ended December 31, 2025 and 2024, respectively. Interest costs on developments and major redevelopments are capitalized as part of developments and redevelopments not yet placed in service.
There were $2.68 per square foot of retail space of tenant improvement or incentives for comparable renewal leases for the twelve months ended December 31, 2024. The rental increases associated with comparable spaces generally include all leases signed in arms-length transactions reflecting market leverage between landlords and tenants during the period.
There were $5.78 per square foot of retail space of tenant improvement or incentives for comparable renewal leases for the twelve months ended December 31, 2025. The rental increases associated with comparable spaces generally include all leases signed in arms-length transactions reflecting market leverage between landlords and tenants during the period.
Our cash flow hedges become ineffective if critical terms of the hedging instrument and the debt instrument do not match, such as notional amounts, settlement dates, reset dates, calculation periods and the use of SOFR.
Our cash flow hedges become ineffective if critical terms of the hedging instrument and the debt instrument do not match, such as notional amounts, settlement dates, reset dates, calculation periods and the use of Secured Overnight Financing Rate (SOFR).
As of December 31, 2024, these properties were 85.0% leased. For the year ended December 31, 2024, the office segment contributed 47.1% of our total revenue. Historically, we have leased office properties to tenants primarily on a full service gross or a modified gross basis and to a limited extent on a triple-net lease basis.
As of December 31, 2025, these properties were 83.1% leased. For the year ended December 31, 2025, the office segment contributed 47.2% of our total revenue. Historically, we have leased office properties to tenants primarily on a full service gross or a modified gross basis and to a limited extent on a triple-net lease basis.
Management's Discussion and Analysis of Financial Condition and Results of Operations in our fiscal 2023 Form 10-K, filed with the Securities and Exchange Commission on February 14, 2024.
Management's Discussion and Analysis of Financial Condition and Results of Operations in our fiscal 2024 Form 10-K, filed with the Securities and Exchange Commission on February 12, 2025.
As of December 31, 2024, our portfolio was comprised of twelve office properties; twelve retail shopping centers; a mixed-use property consisting of a 369-room all-suite hotel and a retail shopping center; and six multifamily properties. Additionally, as of December 31, 2024, we owned land at three of our properties that we classified as held for development or construction in progress.
As of December 31, 2025, our portfolio was comprised of twelve office properties; eleven retail shopping centers; a mixed-use property consisting of a 369-room all-suite hotel and a retail shopping center; and seven multifamily properties. Additionally, as of December 31, 2025, we owned land at two of our properties that we classified as held for development or construction in progress.
The average monthly base rent per leased unit as of December 31, 2024 was $2,683, compared to $2,619 at December 31, 2023. Mixed-Use Property Revenue . Our mixed-use property consists of approximately 94,000 rentable square feet of retail space and a 369-room all-suite hotel.
The average monthly base rent per occupied unit as of December 31, 2025 was $2,684, compared to $2,683 at December 31, 2024. 49 Mixed-Use Property Revenue . Our mixed-use property consists of approximately 94,000 rentable square feet of retail space and a 369-room all-suite hotel.
Of the leases, 45 represent comparable leases where there was a prior tenant, with an increase of 6.0% in cash basis rent and an increase of 13.0% in straight-line rent compared to the prior leases. Retail Leases .
Of the leases, 46 represent comparable leases where there was a prior tenant, with an increase of 6.4% in cash basis rent and an increase of 13.8% in straight-line rent compared to the prior leases. Retail Leases .
Additionally, as of December 31, 2024, we owned land at three of our properties that we classified as held for development or construction in progress.
Additionally, as of December 31, 2025, we owned land at two of our properties that we classified as held for development or construction in progress.
As of December 31, 2023, our operating portfolio was comprised of 31 office, retail, multifamily and mixed-use properties with an aggregate of approximately 7.3 million rentable square feet of office and retail space (including mixed-use retail space), 2,110 residential units (including 120 RV spaces) and a 369-room hotel.
As of December 31, 2025, our operating portfolio was comprised of 31 office, retail, multifamily and mixed-use properties with an aggregate of approximately 6.8 million rentable square feet of office and retail space (including mixed-use retail space), 2,302 residential units (including 120 RV spaces) and a 369-room hotel.
We cease capitalization on the portion substantially completed and occupied or held available for occupancy, and capitalize only those costs associated with any remaining portion under construction. We capitalized external and internal costs related to both development and redevelopment activities combined of $16.3 million and $24.0 million for the years ended December 31, 2024 and 2023, respectively.
We cease capitalization on the portion substantially completed and occupied or held available for occupancy, and capitalize only those costs associated with any remaining portion under construction. We capitalized external and internal costs related to new development, redevelopment, expansion and repositioning activities combined of $22.7 million and $16.3 million for the years ended December 31, 2025 and 2024, respectively.
The percentage leased was as follows for each segment as of December 31, 2024 and 2023: Percentage Leased (1) Year Ended December 31, 2024 2023 Office 85.0 % 86.0 % Retail 94.5 % 94.3 % Multifamily 91.8 % 92.3 % Mixed-Use (2) 90.5 % 95.1 % (1) The percentage leased includes the square footage under lease, including leases which may not have commenced as of December 31, 2024 or December 31, 2023, as applicable.
The percentage leased was as follows for each segment as of December 31, 2025 and 2024: Percentage Leased (1) Year Ended December 31, 2025 2024 Office 83.1 % 85.0 % Retail 97.7 % 94.5 % Multifamily 91.1 % 91.8 % Mixed-Use (2) 96.2 % 90.5 % (1) The percentage leased includes the square footage under lease, including leases which may not have commenced as of December 31, 2025 or December 31, 2024, as applicable.
Mixed-use real estate taxes increased $0.3 million for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily due to an increase in property tax assessment. Property Operating Income.
Mixed-use real estate taxes increased $0.2 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily due to an increase in property tax assessments. Property Operating Income.
If the Operating Partnership fails to fulfill certain of its debt requirements, which trigger the company’s guarantee obligations, then the company will be required to fulfill its cash payment commitments under such guarantees.
If the Operating Partnership fails to fulfill certain of its debt requirements, which trigger the company’s guarantee obligations, then the company will be required to fulfill its cash payment commitments under such guarantees. However, the company’s only significant asset is its investment in the Operating Partnership.
However, the company’s only significant asset is its investment in the Operating Partnership. 60 We believe the Operating Partnership’s sources of working capital, specifically its cash flow from operations, and borrowings available under its unsecured line of credit, are adequate for it to make its distribution payments to the company and, in turn, for the company to make its dividend payments to its stockholders.
We believe the Operating Partnership’s sources of working capital, specifically its cash flow from operations, and borrowings available under its unsecured line of credit, are adequate for it to make its distribution payments to the company and, in turn, for the company to make its dividend payments to its stockholders.
Same-store and redevelopment same-store is considered by management to be an important measure because it assists in eliminating disparities due to the development, acquisition or disposition of properties during the particular period presented, and thus provides a more consistent performance measure for the comparison of the company's stabilized and redevelopment properties, as applicable.
Same-store and redevelopment same-store are considered by management to be important measures because they assist in eliminating disparities due to the development, acquisition or disposition of properties during the particular period presented, and thus provide a more consistent performance measure for the comparison of the company's stabilized and redevelopment properties, as applicable.
There were $25.15 per square foot of office space of tenant improvement or incentives for comparable renewal leases for the twelve months ended December 31, 2024.
There were $21.47 per square foot of office space of tenant improvement or incentives for comparable renewal leases for the twelve months ended December 31, 2025.
The company is a well-known seasoned issuer. As circumstances warrant, the company may issue equity from time to time on an opportunistic basis, dependent upon market conditions and available pricing.
As circumstances warrant, the company may issue equity from time to time on an opportunistic basis, dependent upon market conditions and available pricing.
Our multifamily portfolio included six apartment properties, as well as an RV resort, with a total of 2,110 units (including 120 RV spaces) available for lease as of December 31, 2024. As of December 31, 2024, these properties were 91.8% leased. For the year ended December 31, 2024, the multifamily segment contributed 14.3% of our total revenue.
Our multifamily portfolio included six apartment properties, as well as an RV resort, with a total of 2,302 units (including 120 RV spaces) available for lease as of December 31, 2025. As of December 31, 2025, these properties were 91.1% occupied. For the year ended December 31, 2025, the multifamily segment contributed 15.8% of our total revenue.
We assess effectiveness of our cash flow hedges both at inception and on an ongoing basis. The effective portion of changes in fair value of the interest rate swaps associated with our cash flow hedges is recorded in other comprehensive income which is included in accumulated other comprehensive income on our consolidated balance sheet and our consolidated statement of equity.
The effective portion of changes in fair value of the interest rate swaps associated with our cash flow hedges is recorded in other comprehensive income which is included in accumulated other comprehensive income on our consolidated balance sheet and our consolidated statement of equity.
Net cash used in investing activities decreased $12.5 million to $77.4 million for the year ended December 31, 2024, compared to $89.9 million for the year ended December 31, 2023.
Net cash used in investing activities decreased $46.9 million to $30.5 million for the year ended December 31, 2025, compared to $77.4 million for the year ended December 31, 2024.
The increased property operating expenses billed are reflected as operating expenses and amounts recovered from tenants are reflected as rental income in the statements of operations. During the year ended December 31, 2024, we signed 67 office leases for 398,506 square feet with an average rent of $52.32 per square foot during the initial year of the lease term.
The increased property operating expenses billed are reflected as operating expenses and amounts recovered from tenants are reflected as rental income in the statements of operations. During the year ended December 31, 2025, we signed 82 office leases for 616,680 square feet with an average rent of $55.50 per square foot during the initial year of the lease term.
The following table sets forth a reconciliation of our FFO for the years ended December 31, 2024, 2023 and 2022 to net income, the nearest GAAP equivalent (in thousands, except per share and share data): Year Ended December 31, 2024 2023 2022 Net income $ 72,819 $ 64,690 $ 55,877 Plus: Real estate depreciation and amortization 125,461 119,500 123,338 Funds from operations, as defined by NAREIT $ 198,280 $ 184,190 $ 179,215 Less: Nonforfeitable dividends on restricted stock awards (754) (749) (641) FFO attributable to common stock and units $ 197,526 $ 183,441 $ 178,574 FFO per diluted share/unit $ 2.58 $ 2.40 $ 2.34 Weighted average number of common shares and units, diluted (1) 76,514,433 76,346,772 76,233,814 (1) For the years ended December 31, 2024, 2023 and 2022 the weighted average common shares used to compute FFO per diluted share include unvested restricted stock awards that are subject to time vesting, as the vesting of the restricted stock awards is dilutive in the computation of FFO per diluted shares, but is anti-dilutive for the computation of diluted EPS for the periods.
The following table sets forth a reconciliation of our FFO for the years ended December 31, 2025, 2024 and 2023 to net income, the nearest GAAP equivalent (in thousands, except per share and share data): Year Ended December 31, 2025 2024 2023 Net income $ 71,370 $ 72,819 $ 64,690 Plus: Real estate depreciation and amortization 127,312 125,461 119,500 Less: Gain on sale of real estate (44,476) Funds from operations, as defined by NAREIT $ 154,206 $ 198,280 $ 184,190 Less: Nonforfeitable dividends on restricted stock awards (757) (754) (749) FFO attributable to common stock and units $ 153,449 $ 197,526 $ 183,441 FFO per diluted share/unit $ 2.00 $ 2.58 $ 2.40 Weighted average number of common shares and units, diluted (1) 76,746,917 76,514,433 76,346,772 (1) For the years ended December 31, 2025, 2024 and 2023 the weighted average common shares used to compute FFO per diluted share include unvested restricted stock awards that are subject to time vesting, as the vesting of the restricted stock awards is dilutive in the computation of FFO per diluted shares, but is anti-dilutive for the computation of diluted EPS for the periods.
As of December 31, 2024, the company had the capacity to issue up to an additional $250.0 million in shares of common stock under the 2021 ATM Program. Actual future sales will depend on a variety of factors including, but not limited to, market conditions, the trading price of the company's common stock and the company's capital needs.
As of December 31, 2025, we had the capacity to issue up to $250 million in shares of common stock under our current ATM equity program. Actual future sales will depend on a variety of factors including, but not limited to, market conditions, the trading price of our common stock and our capital needs.
The increase in cash from operations was primarily due to the net settlement received relating to the building specifications for one of the existing buildings at our office project in University Town Center (San Diego), an increase in lease termination fees and rental revenue and changes in operating assets and liabilities.
The decrease in cash from operations was primarily due to the net settlement received during the first quarter of 2024 relating to the building specifications for one of the existing buildings at our office project in University Town Center (San Diego), lease termination fees received at Coastal Collection at Torrey Reserve during 2024 and a decrease in rental revenue and changes in operating assets and liabilities.
New retail leases for comparable spaces were signed for 9,294 square feet at an average rental rate increase of 16.0% on a cash basis and an average rental rate increase of 669.3% on a straight-line basis (due to the modification of prior tenants' rent to cash-basis, which precluded straight-line rent for comparison).
New retail leases for comparable spaces were signed for 25,372 square feet at an average rental rate increase on a cash and GAAP basis of 9.9% and 436.8% (due to the modification of prior tenants' rent to cash-basis, which precluded straight-line rent for comparison), respectively.
Real estate tax expense decreased $0.9 million, or 2%, to $44.2 million for the year ended December 31, 2024, compared to $45.2 million for the year ended December 31, 2023.
Real estate tax expense increased $0.8 million, or 2%, to $45.0 million for the year ended December 31, 2025, compared to $44.2 million for the year ended December 31, 2024.
During the year ended December 31, 2024, we signed 95 retail leases for 428,981 square feet with an average rent of $38.32 per square foot during the initial year of the lease term, including leases signed for the retail portion of our mixed-use property.
During the year ended December 31, 2025, we signed 91 retail leases for 546,406 square feet with an average rent of $32.59 per square foot during the initial year of the lease term, including leases signed for the retail portion of our mixed-use property.
This increase in total property expenses was attributable primarily to the factors discussed below . Rental Expenses. Rental expenses increased $4.7 million, or 4%, to $123.5 million for the year ended December 31, 2024, compared to $118.8 million for the year ended December 31, 2023.
This increase in total property expenses was attributable primarily to the factors discussed below . Rental Expenses. Rental expenses increased $1.1 million, or 1%, to $124.6 million for the year ended December 31, 2025, compared to $123.5 million for the year ended December 31, 2024.
However, all debt is held directly or indirectly by the Operating Partnership. The company’s principal funding requirement is the payment of dividends on its common stock. The company’s principal source of funding for its dividend payments is distributions it receives from the Operating Partnership.
However, all debt is held directly or indirectly by the Operating Partnership. The company’s principal funding requirement is the payment of dividends on its common stock.
Of the leases, 80 represent comparable leases where there was a prior tenant, with an increase of 4.5% in cash basis rent and an increase of 25.0% in straight-line rent compared to the prior leases. 48 Multifamily Leases .
Of the leases, 80 represent comparable leases where there was a prior tenant, with an increase of 7.1% in cash basis rent and an increase of 21.8% in straight-line rent compared to the prior leases. Multifamily Leases .
The following is a reconciliation of our NOI to net income for the years ended December 31, 2024, 2023 and 2022 computed in accordance with GAAP (in thousands): Year Ended December 31, 2024 2023 2022 Net operating income $ 290,128 $ 277,207 $ 270,215 General and administrative (35,468) (35,960) (32,143) Depreciation and amortization (125,461) (119,500) (123,338) Interest expense, net (74,527) (64,706) (58,232) Other income (expense), net 18,147 7,649 (625) Net income $ 72,819 $ 64,690 $ 55,877 Funds from Operations We present FFO because we consider FFO an important supplemental measure of our operating performance and believe it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results.
The following is a reconciliation of our NOI to net income for the years ended December 31, 2025, 2024 and 2023 computed in accordance with GAAP (in thousands): Year Ended December 31, 2025 2024 2023 Net operating income $ 266,609 $ 290,128 $ 277,207 General and administrative (37,841) (35,468) (35,960) Depreciation and amortization (127,312) (125,461) (119,500) Interest expense, net (78,120) (74,527) (64,706) Gain on sale of real estate 44,476 Other income, net 3,558 18,147 7,649 Net income $ 71,370 $ 72,819 $ 64,690 Funds from Operations We present funds from operations (“FFO”) because we consider FFO an important supplemental measure of our operating performance and believe it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results.
If we were to allocate more value to the buildings, as opposed to allocating to the value of tenant leases, this amount would be recognized as an expense over a much longer period of time, since the amounts allocated to buildings are depreciated over the estimated lives of the buildings whereas amounts allocated to tenant leases are amortized over the remaining terms of the leases.
If we were to allocate more value to the buildings, as opposed to allocating to the value of tenant leases, this amount would be recognized as an expense over a much longer period of time, since the amounts allocated to buildings are depreciated over the estimated lives of the buildings whereas amounts allocated to tenant leases are amortized over the remaining terms of the leases. 52 The value allocated to in-place leases is amortized over the related lease term and reflected as depreciation and amortization in the consolidated statements of comprehensive income.
We define NOI as operating revenues (rental income, tenant reimbursements, lease termination fees, ground lease rental income and other property income) less property and related expenses (property expenses, ground lease expenses, property marketing costs, real estate taxes and insurance).
Net Operating Income Net Operating Income (“NOI”), is a non-GAAP financial measure of performance. We define NOI as operating revenues (rental income, tenant reimbursements, lease termination fees, ground lease rental income and other property income) less property and related expenses (property expenses, ground lease expenses, property marketing costs, real estate taxes and insurance).
One Beach Street continues to be identified as a same-store redevelopment property due to significant redevelopment activity. Additionally, this property was placed into operations on August 1, 2024, approximately one year after completing renovations.
One Beach Street is identified as a non-same-store property for the years ended December 31, 2025 and 2024, due to significant redevelopment activity. Additionally, this property was placed into operations on August 1, 2024, approximately one year after completing renovations.
Total property revenue consists of rental revenue and other property income. Total property revenue increased $16.7 million, or 4%, to $457.9 million for the year ended December 31, 2024, compared to $441.2 million for the year ended December 31, 2023.
Total property revenue consists of rental revenue and other property income. Total property revenue decreased $21.7 million, or 5%, to $436.2 million for the year ended December 31, 2025, compared to $457.9 million for the year ended December 31, 2024.
(2) Includes the retail portion of the mixed-use property only. The increase in total property revenue was attributable primarily to the factors discussed below. Rental revenues. Rental revenue includes minimum base rent, cost reimbursements, percentage rents and other rents.
Leased units for our multifamily properties include total units leased and occupied as of the applicable date. (2) Includes the retail portion of the mixed-use property only. The decrease in total property revenue was attributable primarily to the factors discussed below. Rental revenues. Rental revenue includes minimum base rent, cost reimbursements, percentage rents and other rents.
Property Expenses Total Property Expenses. Total property expenses consist of rental expenses and real estate taxes. Total property expenses increased by $3.8 million, or 2%, to $167.7 million for the year ended December 31, 2024, compared to $164.0 million for the year ended December 31, 2023.
Property Expenses Total Property Expenses. Total property expenses consist of rental expenses and real estate taxes. Total property expenses increased by $1.9 million, or 1%, to $169.6 million for the year ended December 31, 2025, compared to $167.7 million for the year ended December 31, 2024.
Our estimates of useful lives have a direct impact on our net income. If expected useful lives of our real estate assets were shortened, we would depreciate the assets over a shorter time period, resulting in an increase to depreciation expense and a corresponding decrease to net income on an annual basis.
If expected useful lives of our real estate assets were shortened, we would depreciate the assets over a shorter time period, resulting in an increase to depreciation expense and a corresponding decrease to net income on an annual basis. Acquisitions of properties are accounted for in accordance with the authoritative accounting guidance on acquisitions and business combinations.
For the year ended December 31, 2024, when compared to the designations for the year ended December 31, 2023, Timber Springs is classified as a same-store property for the year ended December 31, 2024, because the property was acquired on March 8, 2022.
La Jolla Commons III is a part of the La Jolla Commons office project, and not a stand-alone property. 48 For the year ended December 31, 2024, when compared to the designations for the year ended December 31, 2023, Timber Springs was classified as a same-store property for the year ended December 31, 2024, because the property was acquired on March 8, 2022.
Our retail portfolio included twelve properties with a total of approximately 3.1 million rentable square feet available for lease as of December 31, 2024. As of December 31, 2024, these properties were 94.5% leased. For the year ended December 31, 2024, the retail segment contributed 23.8%, of our total revenue.
Our retail portfolio included eleven properties with a total of approximately 2.4 million rentable square feet available for lease as of December 31, 2025. As of December 31, 2025, these properties were 97.7% leased. For the year ended December 31, 2025, the retail segment contributed 21.8%, of our total revenue.
The decrease in capital expenditures for the year ended December 31, 2024 compared to the year ended December 31, 2023 was primarily related to the renovations completed at City Center Bellevue and La Jolla Commons during the year ended December 31, 2023, partially offset by an increase at Alamo Quarry Market during the year ended December 31, 2024.
The decrease in capital expenditures for the year ended December 31, 2025 compared to the year ended December 31, 2024 was primarily related to the renovations completed at Imperial Beach, 14 Acres and Lloyd Portfolio during the year ended December 31, 2024, partially offset by an increase at La Jolla Commons I and II, First & Main and Alamo Quarry Market during the year ended December 31, 2025.
The company has no obligation to sell the remaining shares available for sale under the 2021 ATM Program. 61 Liquidity and Capital Resources of American Assets Trust, L.P.
As of December 31, 2025, we have no obligation to sell the remaining shares available for sale under the ATM equity program. Liquidity and Capital Resources of American Assets Trust, L.P.
The company intends to use the net proceeds from any issuances of common stock under the 2021 ATM Program to fund development or redevelopment activities, repay amounts outstanding from time to time under our third amended and restated credit facility or other debt financing obligations, fund potential acquisition opportunities and/or for general corporate purposes.
We intend to use the net proceeds from the ATM equity program to fund development or redevelopment activities, repay amounts outstanding from time to time under our revolving line of credit or other debt financing obligations, fund potential acquisition opportunities and/or for general corporate purposes.
Other property income increased $12.5 million, or 57%, to $34.2 million for the year ended December 31, 2024, compared to $21.8 million for the year ended December 31, 2023.
Other property income decreased $8.5 million, or 25%, to $25.7 million for the year ended December 31, 2025, compared to $34.2 million for the year ended December 31, 2024.
Risk Factors.” Management considers an accounting estimate to be critical if changes in the estimate could have a material impact on our consolidated results of operations or financial condition.
A discussion of possible risks which may affect these estimates is included in the section above entitled “Item 1A. Risk Factors.” Management considers an accounting estimate to be critical if changes in the estimate could have a material impact on our consolidated results of operations or financial condition.
Net cash provided by financing activities increased $278.6 million to $213.1 million for the year ended December 31, 2024, compared to net cash used by financing activities of $65.5 million for the year ended December 31, 2023.
Net cash used in financing activities increased $646.0 million to $432.9 million for the year ended December 31, 2025, compared to net cash provided by financing activities of $213.1 million for the year ended December 31, 2024.
As of December 31, 2024, the retail portion of the property was 90.5% leased, and for the year ended December 31, 2024, the hotel had an average occupancy of 85.9%. For the year ended December 31, 2024, the mixed-use segment contributed 14.8%, of our total revenue.
As of December 31, 2025, the retail portion of the property was 96.2% leased, and for the year ended December 31, 2025, the hotel had an average occupancy of 82.3%. For the year ended December 31, 2025, the mixed-use segment contributed 15.1%, of our total revenue.
One Beach Street continues to be identified as a same-store redevelopment property due to significant construction activity. 47 December 31, 2024 2023 2022 Same-Store 30 29 27 Non-Same Store 1 2 4 Total Properties 31 31 31 Redevelopment Same-Store 31 30 28 Total Development Properties 3 3 3 Revenue Base Rental income consists of scheduled rent charges, straight-line rent adjustments and the amortization of above market and below market rents acquired.
December 31, 2025 2024 2023 Same-Store 29 30 29 Non-Same Store 2 1 2 Total Properties 31 31 31 Total Development Properties 2 3 3 Revenue Base Rental income consists of scheduled rent charges, straight-line rent adjustments and the amortization of above market and below market rents acquired.
Other income, net increased $10.5 million, or 137%, to other income, net of $18.1 million for the year ended December 31, 2024 compared to other income, net of $7.6 million for the year ended December 31, 2023.
Other income, net decreased $14.6 million, or 80%, to other income, net of $3.6 million for the year ended December 31, 2025 compared to other income, net of $18.1 million for the year ended December 31, 2024.
Net cash provided by operating activities increased $18.4 million to $207.1 million for the year ended December 31, 2024, compared to $188.8 million for the year ended December 31, 2023.
Net cash provided by operating activities decreased $40.0 million to $167.1 million for the year ended December 31, 2025, compared to $207.1 million for the year ended December 31, 2024.
On December 3, 2021, the company entered into a new at-the-market, or ATM, equity program with five sales agents under which the company may, from time to time, offer and sell shares of common stock having an aggregate offering price of up to $250.0 million, or the 2021 ATM Program.
Factors influencing the availability of additional financing include investor perception of our prospects and the general condition of the financial markets, among others. 62 On December 3, 2021, the company entered into a new at-the-market (“ATM”) equity program with five sales agents in which we may, from time to time, offer and sell shares of our common stock having an aggregate offering price of up to $250 million.
Minor improvements, furniture and equipment are capitalized and depreciated over useful lives ranging from 3 to 15 years. Maintenance and repairs that do not improve or extend the useful lives of the related assets are charged to operations as incurred.
Maintenance and repairs that do not improve or extend the useful lives of the related assets are charged to operations as incurred. Tenant improvements are capitalized and depreciated over the life of the related lease or their estimated useful life, whichever is shorter.
Real Estate Depreciation and maintenance costs relating to our properties constitute substantial costs for us. Land, buildings and improvements are recorded at cost. Depreciation is computed using the straight-line method. Estimated useful lives range generally from 30 years to a maximum of 40 years on buildings and major improvements.
Land, buildings and improvements are recorded at cost. Depreciation is computed using the straight-line method. Estimated useful lives range generally from 30 years to a maximum of 40 years on buildings and major improvements. Minor improvements, furniture and equipment are capitalized and depreciated over useful lives ranging from 3 to 15 years.
Interest expense, net. Interest expense, net increased $9.8 million, or 15%, to $74.5 million for the year ended December 31, 2024 compared to $64.7 million for the year ended December 31, 2023.
Interest expense, net increased $3.6 million, or 5%, to $78.1 million for the year ended December 31, 2025 compared to $74.5 million for the year ended December 31, 2024.
Tenant improvements are capitalized and depreciated over the life of the related lease or their estimated useful life, whichever is shorter. If a tenant vacates its space prior to contractual termination of its lease, the undepreciated balance of any tenant improvements are written off if they are replaced or have no future value.
If a tenant vacates its space prior to contractual termination of its lease, the undepreciated balance of any tenant improvements are written off if they are replaced or have no future value. Our estimates of useful lives have a direct impact on our net income.
Rental revenue increased $4.2 million, or 1%, to $423.6 million for the year ended December 31, 2024, compared to $419.4 million for the year ended December 31, 2023.
Rental revenue decreased $13.1 million, or 3%, to $410.5 million for the year ended December 31, 2025, compared to $423.6 million for the year ended December 31, 2024.
Retail other property income increased $0.2 million for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily due to lease termination fees received at Alamo Quarry Market and Solana Beach Towne Center in 2024, offset by lease termination fees received at Carmel Mountain Plaza and Southbay Marketplace in 2023.
Retail other property income decreased $0.5 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily due to lease termination fees received at Alamo Quarry Market and Solana Beach Towne Center in 2024. 58 Mixed-use other property income increased $0.5 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily due to an increase in parking income and lease settlement fees received at the retail portion of our mixed-use property.
As of December 31, 2024, the company owned an approximate 78.9% partnership interest in the Operating Partnership. The remaining 21.1% are owned by non-affiliated investors and certain of the company's directors and executive officers.
The company’s principal source of funding for its dividend payments is distributions it receives from the Operating Partnership. 61 As of December 31, 2025, the company owned an approximate 78.95% partnership interest in the Operating Partnership. The remaining 21.05% are owned by non-affiliated investors and certain of the company's directors and executive officers.
Property operating income increased $12.9 million, or 5%, to $290.1 million for the year ended December 31, 2024, compared to $277.2 million for the year ended December 31, 2023.
Property operating income decreased $23.5 million, or 8%, to $266.6 million for the year ended December 31, 2025, compared to $290.1 million for the year ended December 31, 2024.
Multifamily property operating income increased $2.8 million for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily due to an overall increase in average occupancy and monthly base rent of 91.0% and $2,718, respectively for the year ended December 31, 2024 compared to 90.0% and $2,581, respectively for the year ended December 31, 2023.
Same-store multifamily operating income decreased $1.0 million due to a decrease in average occupancy and a slight increase in monthly base rent of 89.5% and $2,775, respectively, for the year ended December 31, 2025 compared to 91.0% and $2,718, respectively, for the year ended December 31, 2024.
Our capital expenditures for the year ending December 31, 2025 will depend upon acquisition opportunities, the level of improvements and renovations on existing properties and the timing and cost of development of our held for development and construction in progress properties.
New development expenditures for the year ended December 31, 2025 includes the cost related to first generation tenant build-outs at La Jolla Commons III, compared to the costs incurred for the development of La Jolla Commons III during the year ended December 31, 2024. 54 Our capital expenditures for the year ending December 31, 2026 will depend upon acquisition opportunities, the level of improvements and renovations on existing properties and the timing and cost of development of our held for development and construction in progress properties.
During the twelve months ended December 31, 2024, we signed 67 office leases for a total of 398,506 square feet of office space including 247,551 square feet of comparable space leases, at an average rental rate increase of 6.0% on a cash basis and an average rental increase of 13.0% on a straight-line basis.
During the twelve months ended December 31, 2025, we signed 82 office leases for a total of 616,680 square feet of office space including 370,619 square feet of comparable space leases (leases for which there was a previous tenant), at an average rental rate increase on a cash and GAAP basis of 6.4% and 13.8%, respectively.
These increases were partially offset by a decrease in interest expense related to the maturity and repayment of our Series F Notes on July 19, 2024 and Series B Notes on December 2, 2024. Other Income, Net.
This increase was partially offset by a decrease in interest expense related to the maturity and repayment of our Series F Notes on July 19, 2024, Series B Notes on December 2, 2024, Term Loan B and Term Loan C on January 2, 2025 and Series C Notes on February 3, 2025. Gain on sale of real estate.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeIf interest rates at December 31, 2024 had been 1.0% lower, the fair value of those debt instruments on that date would have increased by approximately $100.7 million.
Biggest changeIf interest rates at December 31, 2025 had been 1.0% lower, the fair value of those debt instruments on that date would have increased by approximately $90.5 million. The carrying values of our revolving line of credit and term loan approximate fair value since the interest rates are variable and reset frequently based on SOFR.
See the discussion under Note 8, “Derivative and Hedging Activities,” to the accompanying consolidated financial statements for certain quantitative details related to the interest rate swaps. 65 Interest Rate Risk Outstanding Debt The following discusses the effect of hypothetical changes in market rates of interest on the fair value of our total outstanding debt.
See the discussion under Note 8, “Derivative and Hedging Activities,” to the accompanying consolidated financial statements for certain quantitative details related to the interest rate swaps. 66 Interest Rate Risk Outstanding Debt The following discusses the effect of hypothetical changes in market rates of interest on the fair value of our total outstanding debt.
At December 31, 2024, we had $1.7 billion of fixed-rate debt outstanding with an estimated fair value of $1.6 billion. If interest rates at December 31, 2024 had been 1.0% higher, the fair value of those debt instruments on that date would have decreased by approximately $51.7 million.
At December 31, 2025, we had $1.6 billion of fixed-rate debt outstanding with an estimated fair value of $1.5 billion. If interest rates at December 31, 2025 had been 1.0% higher, the fair value of those debt instruments on that date would have decreased by approximately $44.1 million.
Variable Interest Rate Debt At December 31, 2024, we had $325.0 million of variable rate debt outstanding, all of which is subject to interest rate swaps as described above.
Variable Interest Rate Debt At December 31, 2025, we had $100 million of variable rate debt outstanding, all of which is subject to interest rate swaps as described above.
Additionally, we consider our $325 million debt outstanding as of December 31, 2024, related to Term Loan A, Term Loan B and Term Loan C, to be fixed rate debt as the rate is effectively fixed by interest rate swap agreements.
Additionally, we consider our $100 million debt outstanding as of December 31, 2025, related to Term Loan A to be fixed rate debt as the rate is effectively fixed by interest rate swap agreements.
See the discussion under Note 8 to the accompanying consolidated financial statements for details related to the interest rate swaps and for a discussion on how we value derivative financial instruments.
See the discussion under Note 8 of the Notes to Consolidated Financial Statements included elsewhere herein for certain quantitative details related to the interest rate swaps and for a discussion on how we value derivative financial instruments.

Other AAT 10-K year-over-year comparisons