American Assets Trust, Inc. 10-Q

ITEM 5. OTHER INFORMATION On August 29, 2024 , Adam Wyll , our President and Chief Operating Officer , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) (the “Wyll 10b5-1 Plan”). The Wyll 10b5-1 Plan provides for the sale of a number of shares of common stock that Mr. Wyll currently owns equal to 54% of the gross shares from certain performance-based restricted stock units (the “Wyll PRSUs”) granted under our Amended and Restated 2011 Equity Incentive Award Plan that are scheduled to vest in December 2024. The sale of shares pursuant to the Wyll 10b5-1 Plan is intended to satisfy tax withholding obligations upon vesting of the Wyll PRSUs. Since the applicable tax withholding obligations upon vesting of the Wyll PRSUs will vary based on certain performance-based measurements and the market price of our common stock at the time of vesting, the number of shares to be sold pursuant to the Wyll 10b5-1 Plan is indeterminable. Shares may be sold under the Wyll 10b5-1 Plan from December 1, 2024 until December 31, 2024 . During the three months ended September 30, 2024, no other officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.” ITEM 6. EXHIBITS Exhibit No. Description 4.1 (1) Officers’ Certificate, dated September 17, 2024, pursuant to Sections 102, 201, 301 and 303 of the Indenture, dated as of January 26, 2021, among American Assets Trust, L.P., as issuer, American Assets Trust, Inc., as guarantor, and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee, establishing a series of securities entitled “6.150% Senior Notes due 2034,” including the form of 6.150% Senior Note due 2034 and the form of related guarantee. 31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of American Assets Trust, Inc. 31.2* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of American Assets Trust, L.P. 31.3* Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of American Assets Trust, Inc. 31.4* Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of American Assets Trust, L.P. 32.1* Certification of Chief Executive Officer and Chief Financial Officer of American Assets Trust, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2* Certification of Chief Executive Officer and Chief Financial Officer of American Assets Trust, L.P. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS* XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH* XBRL Taxonomy Extension Schema Document 101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document 101.LAB* XBRL Taxonomy Extension Label Linkbase Document 101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document 101.DEF* XBRL Taxonomy Extension Definition Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) (1) Previously filed by American Assets Trust, Inc. and American Assets Trust, L.P. as Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 17, 2024. * Filed herewith. 53 Table of Contents 54 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto authorized. American Assets Trust, Inc. American Assets Trust, L.P. By: American Assets Trust, Inc. Its: General Partner /s/ ERNEST RADY /s/ ERNEST RADY Ernest Rady Ernest Rady Chairman and Chief Executive Officer Chairman and Chief Executive Officer (Principal Executive Officer) (Principal Executive Officer) /s/ ROBERT F. BARTON /s/ ROBERT F. BARTON Robert F. Barton Robert F. Barton Executive Vice President, Chief Financial Officer Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) (Principal Financial and Accounting Officer) Date: November 1, 2024 Date: November 1, 2024 55