What changed in this filing

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Item 9A. Controls and Procedures

2025-02-12 compared with 2024-02-14 · 210 added, 139 removed, 1546 unchanged (18% of the section changed)

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maintains disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in its Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to its management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

In designing and evaluating the disclosure

controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by Rule 13a-15(b) under the Exchange Act, American Assets Trust, Inc.

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As required by Rule 13a-15(b) under the Exchange Act, the Operating Partnership carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer of its general partner, of the effectiveness of the design and operation of the Operating Partnership’s disclosure controls and procedures.

Based on the foregoing, the Chief Executive Officer and Chief Financial Officer of the Operating Partnership's general partner concluded that, as of the end of the period covered by this report, the Operating Partnership’s disclosure controls and procedures were effective and were operating at a reasonable assurance level.

Based on the foregoing, the Chief Executive Officer and Chief Financial Officer of the Operating Partnership's

general partner concluded that, as of the end of the period covered by this report, the Operating Partnership’s disclosure controls and procedures were effective and were operating at a reasonable assurance level.

Management’s Report on Internal Control over Financial Reporting

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OTHER INFORMATION

During the year ended December 31, 2023, none of our 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.”

In addition, on July 20, 2023, our board of directors adopted amendments to our amended and restated bylaws, which became effective the same day.

Among other things, such amendments addressed the universal proxy rules adopted by the SEC by clarifying that no person may solicit proxies in support of a director nominee other than the board of director’s nominees unless such person has complied with Rule 14a-19 under the Exchange Act, including, without limitation, applicable notice and solicitation requirements.

On August 29, 2024, Adam Wyll , our President and then Chief Operating Officer (and current President and Chief Executive Officer effective January 1, 2025) , adopted a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) (the “Wyll 10b5-1 Plan”).

The Wyll 10b5-1 Plan provided for the sale of a number of shares of common stock that Mr.

Wyll then owned 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 were scheduled to vest in December 2024.

The sale of shares pursuant to the Wyll 10b5-1 Plan was intended to satisfy tax withholding obligations upon vesting of the Wyll PRSUs.

The Wyll 10b5-1 Plan terminated on December 31, 2024 .

During the year ended December 31, 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.”

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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Bank National Association, as trustee

4.2(5) 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.

4.3* Description of Securities

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Restricted Stock Award Agreement (Performance Vesting)

10.6* Form of American Assets Trust, Inc.

Restricted Stock Award Agreement (Time Vesting)

10.7* Amended and Restated Independent Director Compensation Policy effective January 1, 2025

10.8(6) Transition Services Agreement between American Assets, Inc.

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and Adam Wyll dated March 25, 2014

10.16* Amended and Restated Employment Agreement among American Assets Trust, Inc., American Assets Trust, L.P.

and Ernest S.

Rady dated January 1, 2025

10.17* Amended and Restated Employment Agreement among American Assets Trust, Inc., American Assets Trust, L.P.

and Adam Wyll dated January 1, 2025

10.18(9) Note Purchase Agreement, dated as of October 31, 2014 by and among American Assets Trust, Inc., American Assets Trust, L.P.

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Bank National Association, as Administrative Agent.

19.1* Insider Trading Compliance Program

21.1* List of Subsidiaries of American Assets Trust, Inc.

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(4) Incorporated herein by reference to American Assets Trust, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 26, 2021.

(5) Incorporated herein by reference to American Assets Trust, Inc.'s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 17, 2024.

(6) Incorporated herein by reference to American Assets Trust, Inc.'s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 19, 2011.

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(19) Incorporated herein by reference to American Assets Trust, Inc's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 5, 2023.

(20) Incorporated herein by reference to American Assets Trust, Inc.'s Current Report on Form 10-K filed with the Securities and Exchange Commission on February 14, 2024.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrants have duly caused this Report to be signed on their behalf by the undersigned thereunto duly authorized this 7 th day of February, 2025.

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General Partner

/s/ ERNEST RADY /s/ ERNEST RADY

Chairman and Chief Executive Officer Chairman and Chief Executive Officer

(Principal Executive Officer)

/s/ ADAM WYLL /s/ ADAM WYLL

Adam Wyll Adam Wyll

President and Chief Executive Officer President and Chief Executive Officer

(Principal Executive Officer) (Principal Executive Officer)

/s/ ROBERT F.

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Signature Title Date

/s/ ERNEST RADY Chairman of the Board and Chief Executive Officer February 14, 2024

/s/ ADAM WYLL President and Chief Executive Officer February 11, 2025

/s/ ROBERT F.

BARTON Executive Vice President, Chief Financial Officer and Treasurer February 11, 2025

/s/ ERNEST RADY Executive Chairman February 11, 2025

SCHAEFER Director February 11, 2025

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Impairment of real estate properties

Description of the Matter The Company’s net real estate properties totaled $2.71 billion as of December 31, 2023.

Description of the Matter The Company’s net real estate properties, inclusive of real estate assets held for sale, totaled $2.66 billion as of December 31, 2024.

As discussed in Note 1 to the consolidated financial statements, the Company reviews for impairment on a property by property basis whenever events or changes in circumstances indicate that the carrying value of a property may not be fully recoverable.

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Impairment of real estate properties

Description of the Matter The Company’s net real estate properties totaled $2.71 billion as of December 31, 2023.

Description of the Matter The Company’s net real estate properties, inclusive of real estate assets held for sale, totaled $2.66 billion as of December 31, 2024.

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Other assets, net 87,737 99,030

Real estate assets held for sale 77,519 74,223

TOTAL ASSETS $ 3,273,365 $ 2,984,681

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Unsecured notes payable, net 1,935,756 1,614,958

Unsecured line of credit, net — 34,057

Accounts payable and accrued expenses 63,693 60,958

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Other liabilities and deferred credits 62,588 69,739

Liabilities related to real estate assets held for sale 3,352 1,904

Total liabilities 2,149,044 1,831,006

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Interest expense, net ( 74,527 ) ( 64,706 ) ( 58,232 )

Loss on early extinguishment of debt — — ( 4,271 )

Other income (expense), net 18,147 7,649 ( 625 )

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Other comprehensive (loss) income - unrealized (loss) income on swap derivatives during the period ( 2,748 ) ( 1,827 ) 11,319

Other comprehensive (loss) - unrealized loss on treasury locks during the period ( 1,345 ) — —

Reclassification of amortization of forward starting swap included in interest expense, net ( 377 ) ( 1,149 ) ( 1,477 )

Reclassification of amortization of forward-starting swap realized gain included in loss on early extinguishment of debt — — ( 193 )

Comprehensive income 68,349 61,714 65,719

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Reclassification of amortization of forward-starting swaps included in interest expense — — — — ( 1,164 ) ( 313 ) ( 1,477 )

Reclassification of amortization of forward-starting swaps included in loss on early extinguishment of debt — — — — ( 152 ) ( 41 ) ( 193 )

Balance at December 31, 2022 60,718,653 607 1,461,201 ( 251,167 ) 10,624 ( 35,740 ) 1,185,525

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Other comprehensive loss - change in value of interest rate swaps — — — — ( 2,164 ) ( 584 ) ( 2,748 )

Other comprehensive loss - unrealized loss on treasury locks — — — — ( 1,061 ) ( 284 ) ( 1,345 )

Reclassification of amortization of forward-starting swaps included in interest expense, net — — — — ( 297 ) ( 80 ) ( 377 )

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Depreciation and amortization 125,461 119,500 123,338

Amortization of debt issuance costs and debt fair value adjustments 3,388 2,581 2,753

Amortization of debt issuance costs and debt discounts 3,652 3,388 2,581

Provision for uncollectable rental income 1,517 1,439 2,334

Early extinguishment of debt — — 4,271

Stock-based compensation expense 7,110 8,838 8,690

Settlement of treasury locks ( 1,345 ) — —

Other noncash interest expense, net ( 377 ) ( 1,149 ) ( 1,477 )

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Leasing commissions ( 7,202 ) ( 6,907 ) ( 7,374 )

Purchase of marketable securities — — ( 47,760 )

Sale of marketable securities — — 47,723

Net cash used in investing activities ( 77,407 ) ( 89,887 ) ( 166,321 )

FINANCING ACTIVITIES

Issuance of secured notes payable — 75,000 —

Proceeds from secured notes payable — — 75,000

Repayment of secured notes payable — — ( 111,000 )

Proceeds from unsecured term loan 225,000 — —

Proceeds from unsecured line of credit 100,000 — 36,000

Repayment of unsecured line of credit ( 100,000 ) ( 36,000 ) —

Proceeds from unsecured term loan — 225,000 —

Repayment of unsecured term loan — ( 150,000 ) —

Proceeds from issuance of unsecured notes payable — — 494,675

Proceeds from unsecured notes payable 523,273 — —

Repayment of unsecured notes payable ( 200,000 ) — —

Debt issuance costs ( 5,388 ) ( 2,145 ) ( 3,697 )

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Shares withheld for employee taxes ( 1,445 ) ( 831 ) ( 759 )

Net cash (used in) provided by financing activities ( 65,547 ) ( 102,704 ) 144,424

Net cash provided by (used in) financing activities 213,072 ( 65,547 ) ( 102,704 )

Net increase (decrease) in cash, cash equivalents 342,771 33,317 ( 89,953 )

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Other assets, net 87,737 99,030

Real estate assets held for sale 77,519 74,223

TOTAL ASSETS $ 3,273,365 $ 2,984,681

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Unsecured notes payable, net 1,935,756 1,614,958

Unsecured line of credit, net — 34,057

Accounts payable and accrued expenses 63,693 60,958

1 unchanged sentence

Other liabilities and deferred credits 62,588 69,739

Liabilities related to real estate assets held for sale 3,352 1,904

Total liabilities 2,149,044 1,831,006

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Interest expense, net ( 74,527 ) ( 64,706 ) ( 58,232 )

Loss on early extinguishment of debt — — ( 4,271 )

Other income (expense), net 18,147 7,649 ( 625 )

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Other comprehensive (loss) income - unrealized (loss) income on swap derivatives during the period ( 2,748 ) ( 1,827 ) 11,319

Other comprehensive (loss) - unrealized (loss) on treasury locks during the period ( 1,345 ) — —

Reclassification of amortization of forward starting swaps included in interest expense, net ( 377 ) ( 1,149 ) ( 1,477 )

Reclassification of amortization of forward-starting swap realized gain included in loss on early extinguishment of debt — — ( 193 )

Comprehensive income 68,349 61,714 65,719

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Reclassification of amortization of forward starting swaps included in interest expense — — — — ( 1,477 ) ( 1,477 )

Reclassification of amortization of forward starting swaps included in loss on early extinguishment of debt — — — — ( 193 ) ( 193 )

Balance at December 31, 2022 16,181,537 ( 39,127 ) 60,718,653 1,210,641 14,011 1,185,525

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Other comprehensive loss - change in value of interest rate swaps — — — — ( 2,748 ) ( 2,748 )

Other comprehensive loss - unrealized loss on treasury locks — — — — ( 1,345 ) ( 1,345 )

Reclassification of amortization of forward-starting swaps included in interest expense, net — — — — ( 377 ) ( 377 )

13 unchanged sentences

Depreciation and amortization 125,461 119,500 123,338

Amortization of debt issuance costs and debt fair value adjustments 3,388 2,581 2,753

Amortization of debt issuance costs and debt discounts 3,652 3,388 2,581

Provision for uncollectable rental income 1,517 1,439 2,334

Early extinguishment of debt — — 4,271

Stock-based compensation expense 7,110 8,838 8,690

Settlement of treasury locks ( 1,345 ) — —

Other noncash interest expense, net ( 377 ) ( 1,149 ) ( 1,477 )

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Leasing commissions ( 7,202 ) ( 6,907 ) ( 7,374 )

Purchase of marketable securities — — ( 47,760 )

Sale of marketable securities — — 47,723

Net cash used in investing activities ( 77,407 ) ( 89,887 ) ( 166,321 )

FINANCING ACTIVITIES

Issuance of secured notes payable — 75,000 —

Proceeds from secured notes payable — — 75,000

Repayment of secured notes payable — — ( 111,000 )

Proceeds from unsecured term loan 225,000 — —

Proceeds from unsecured line of credit 100,000 — 36,000

Repayment of unsecured line of credit ( 100,000 ) ( 36,000 ) —

Proceeds from unsecured term loan — 225,000 —

Repayment of unsecured term loan — ( 150,000 ) —

Proceeds from issuance of unsecured notes payable — — 494,675

Proceeds from unsecured notes payable 523,273 — —

Repayment of unsecured notes payable ( 200,000 ) — —

Debt issuance costs ( 5,388 ) ( 2,145 ) ( 3,697 )

1 unchanged sentence

Shares withheld for employee taxes ( 1,445 ) ( 831 ) ( 759 )

Net cash (used in) provided by financing activities ( 65,547 ) ( 102,704 ) 144,424

Net (decrease) increase in cash, cash equivalents 33,317 ( 89,953 ) 475

Net cash provided by (used in) financing activities 213,072 ( 65,547 ) ( 102,704 )

Net increase (decrease) in cash, cash equivalents 342,771 33,317 ( 89,953 )

Cash and cash equivalents, beginning of year 82,888 49,571 139,524

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Carmel Country Plaza Gateway Marketplace Alamo Quarry Market

Carmel Mountain Plaza Del Monte Center Hassalo on Eighth - Retail

Carmel Mountain Plaza Del Monte Center (held for sale) Hassalo on Eighth - Retail

South Bay Marketplace Geary Marketplace

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Solana Beach Towne Centre Waikele Center

La Jolla Commons One Beach Street Corporate Campus East III

Torrey Reserve Campus First & Main Bel-Spring 520

La Jolla Commons One Beach Street 14Acres (formerly known as Eastgate Office Park)

Torrey Reserve Campus First & Main Timber Ridge (formerly known as Corporate Campus East III)

Torrey Point Lloyd Portfolio

Solana Crossing City Center Bellevue

The Landmark at One Market Eastgate Office Park

Solana Crossing City Center Bellevue Timber Springs (formerly known as Bel-Spring 520)

The Landmark at One Market

Loma Palisades Hassalo on Eighth - Multifamily

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When we determine that the tenant is the owner of tenant improvements, tenant allowances are recorded as lease incentives and we commence revenue recognition and lease incentive amortization when possession or control of the space is turned over to the tenant for tenant work to begin.

Percentage rents, which represent additional rents based upon the level of sales achieved by

certain tenants, are recognized at the end of the lease year or earlier if we have determined the required sales level is achieved and the percentage rents are collectible.

Percentage rents, which represent additional rents based upon the level of sales achieved by certain tenants, are recognized at the end of the lease year or earlier if we have determined the required sales level is achieved and the percentage rents are collectible.

Real estate tax and other cost reimbursements are recognized on an accrual basis over the periods in which the related expenditures are incurred.

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We make estimates of the collectability of our current accounts receivable and straight-line rents receivable which requires significant judgment by management.

The collectability of receivables is affected by numerous different factors including current economic trends, including the impact of the COVID-19 on tenant's businesses and changes in tenants' payment patterns, tenant bankruptcies, the status of collectability of current cash rents receivable, tenants' recent and historical financial and operating results, changes in our tenants' credit ratings, communications between our operating personnel and tenants, the extent of security deposits and letters of credits held with respect to tenants, and the ability of the tenant to perform under the terms of their lease agreement when evaluating the adequacy of the allowance for doubtful accounts.

The collectability of receivables is affected by numerous different factors including current economic trends, tenant bankruptcies, the status of collectability of current cash rents receivable, tenants' recent and historical financial and operating results, changes in our tenants' credit ratings, communications between our operating personnel and tenants, the extent of security deposits and letters of credits held with respect to tenants, and the ability of the tenant to perform under the terms of their lease agreement when evaluating the adequacy of the allowance for doubtful accounts.

If our assessment of these factors indicates that it is no longer probable that we will be able to collect substantially all rents, we recognize a charge to rental income and limit our rental income to the lesser of lease income on a straight-line basis plus variable rents when they become accruable or cash collected.

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For asset acquisitions not meeting the definition of a business, transaction costs are capitalized as part of the acquisition cost.

Real Estate Held for Sale

The company classifies long-lived assets or a disposal group to be sold as held for sale during the period when all the necessary criteria are met.

The criteria includes (i) management, having the authority to approve the action, commits to a plan to sell the asset or the disposal group, (ii) the asset or disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets, (iii) an active program to locate a buyer and other actions required to complete the plan to sell the asset or disposal group have been initiated, (iv) the sale of the asset or disposal group is probable, and transfer of the asset or disposal group is expected to qualify for recognition as a completed sale within one year, (v) the asset or disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value and (vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

Held for sale properties are evaluated quarterly to ensure that properties continue to meet the held for sale criteria.

If properties are required to be reclassified from held for sale to held for use due to changes to a plan of sale, they are recorded at the lower of fair value or the carrying amount before the property was classified as held for sale, adjusted for any depreciation and amortization expense that would have been recognized had the property been continuously classified as held and used.

Properties that do not meet the held for sale criteria are accounted for as operating properties.

Upon determining that a long-lived asset or disposal group meets the criteria to be classified as held for sale, the company reports the assets and liabilities of the disposal group, if material, in the line items “real estate assets held for sale” and “liabilities related to real estate assets held for sale”, as applicable, on the consolidated balance sheets.

A long-lived asset or disposal group that is classified as held for sale is measured at the lower of its cost or estimated fair value less any costs to sell.

The fair values of assets held for sale are assessed each reporting period and changes in such fair values are reported as an adjustment to the carrying value of the asset or disposal group with an offset on the consolidated statements of income, to the extent that any subsequent changes in fair value do not exceed the cost basis of the asset or disposal group.

Any loss resulting from the transfer of long-lived assets or disposal groups to assets held for sale is recognized in the period during which the held for sale criteria are met.

Capitalized Costs

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Identifying the party with the controlling interest requires a focus on which entity has the power to direct the activities of the VIE that most significantly impact the VIE's economic performance and (1) the obligation to absorb the expected losses of the VIE or (2) the right to receive the benefits from the VIE.

At December 31, 2023 and December 31, 2022 we had no investments in real estate joint ventures, and no other interests in VIEs to be evaluated for consolidated.

December 31, 2024 and December 31, 2023 we had no investments in real estate joint ventures, and no other interests in VIEs to be evaluated for consolidated.

Stock-Based Compensation

We grant stock-based compensation awards to our employees and directors typically in the form of restricted shares of common stock, options to purchase common stock and/or shares of common stock.

For the grants of market-based restricted stock awards in December 2020 (the “2020 grant”), we measure stock-based compensation expense based on the fair value of the award on the grant date and recognize the expense ratably over the vesting period.

For the grants of performance and market-based restricted stock awards in December 2022 (the “2022 grant”), December 2023 (the “2023 grant”), and December 2024 (the “2024 grant”), we measure stock-based compensation expense based on the fair value of the award on the grant date, adjusted for changes to probabilities of achieving performance targets, and recognize expense ratably over the vesting period.

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The calculation of the incremental value is based on the excess of the fair value of the new (modified) award based on current circumstances over the fair value of the original award measured immediately before its terms are modified.

For the year ended December 31, 2023, 2022 and 2021, we incurred incremental compensation cost of approximately $ 0.7 million, $ 1.4 million and $ 2.6 million respectively, related to the discretionary vesting of previously granted restricted stock awards that did not meet the original vesting criteria.

Deferred Compensation

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Recent Accounting Pronouncements

During the year ended December 31, 2023, we entered into the Amended and Restated Term Loan Agreement, which increased the aggregate unsecured borrowings from $ 150 million to $ 225 million and extended the maturity date of Term Loan B and Term Loan C from March 1, 2023 to January 5, 2025.

The amended debt and related interest rate swap agreements are based on the applicable Secured Overnight Financing Rate (“SOFR”).

As a result of these amendments, the Company applies ASU 2020-04, Reference Rate Reform (Topic 848) related to contract modifications and changes in critical terms, as qualifying changes were made to applicable debt and derivative contracts.

In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Improvements to Reportable Segment Disclosures, that requires the quarterly disclosure of segment expenses if they are (i) significant to the segment, (ii) regularly provided to the chief operating decision maker (“CODM”), and (iii) included in each reported measure of a segment’s profit or loss.

In addition, this ASU requires an annual disclosure of the CODM’s title and a description of how the CODM uses the segment’s profit/loss measure to assess segment performance and to allocate resources.

We retrospectively adopted ASU 2023-07 during the year ended December 31, 2024.

While the adoption has no impact on our financial statements, it has resulted in incremental disclosures within the footnotes to our consolidated financial statements, see Note 17 Segment Reporting.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures .

This pronouncement requires enhanced income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction.

This pronouncement is effective for annual periods in fiscal years beginning after December 15, 2024, and should be applied either prospectively or retrospectively.

We are currently evaluating the impact this pronouncement will have on our disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures.

This pronouncement requires public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, and should be applied either prospectively or retrospectively, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2024-03.

A summary of our real estate investments is as follows (in thousands):

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Net real estate (2)

$ 478,037 $ 1,597,458 $ 351,016 $ 160,975 $ 2,587,486

December 31, 2023

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Net real estate (2)

$ 492,276 $ 1,614,323 $ 361,233 $ 166,227 $ 2,634,059

(1) Land related to held for development and construction in progress is included in the Held for Development and Construction in Progress classifications on the consolidated balance sheets.

Property Asset Acquisitions

On March 8, 2022, we acquired Bel-Spring 520 in Bellevue, Washington, consisting of an approximately 93,000 square feet, multi-tenant office campus.

The purchase price was $ 45.5 million , less seller credits of approximately $ 0.1 million of future rent abatement, and approximately $ 0.6 million of contractual tenant improvements.

Additionally, closing costs were approximately $ 0.1 million.

The financial information set forth below summarizes the company’s purchase price allocation for Bel-Spring 520 during the year ended December 31, 2022 (in thousands):

Bel-Spring 520

(2) Excludes net real estate assets held for sale

Real Estate Assets Held for Sale

As of December 31, 2024, the company had one property under contract for sale, classified as held for sale.

The following table presents the assets associated with the property classified as held for sale (in thousands):

December 31, 2024 December 31, 2023

Buildings and improvements $ 100,567 $ 99,765

Land 27,117 27,117

Building 27,793

Land improvements 713

Furniture, fixtures, and equipment 1,833

Total real estate 44,083

Lease intangibles 2,036

Prepaid expenses and other assets 10

Assets acquired $ 46,129

Accounts payable and accrued expenses $ ( 14 )

Security deposits payable ( 189 )

Other liabilities and deferred credits ( 641 )

Liabilities assumed $ ( 844 )

The value allocated to lease intangibles is amortized over the related lease term as depreciation and amortization

expense in the statement of comprehensive income.

The remaining weighted average amortization period as of December 31,

2022, is 3 years.

The following table summarizes the operating results for Bel-Spring 520 included in the company's historical consolidated statement of operations for the period of acquisition through December 31, 2022 (in thousands):

Bel-Spring 520

Revenues $ 2,512

Operating expenses 2,417

Operating income 95

Net income attributable to American Assets Trust, Inc.

Tenant improvements 24,758 21,633

Construction in Progress 1,692 549

Accumulated depreciation ( 80,435 ) ( 77,808 )

Net real estate assets 73,699 71,256

Other Assets 3,820 2,968

Real estate assets held for sale $ 77,519 $ 74,223

ACQUIRED IN-PLACE LEASES AND ABOVE/BELOW MARKET LEASES

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Rental income (loss) includes net amortization from acquired above and below market leases of $ 2.7 million, $ 3.1 million and $ 3.3 million in 2024, 2023 and 2022, respectively.

The remaining weighted-average amortization period as of December 31, 2023, is 5.2 years, 1.8 years and 10.9 years for in-place leases, above market leases and below

market leases, respectively.

The remaining weighted-average amortization period as of December 31, 2024, is 4.5 years, 0.9 years and 11.3 years for in-place leases, above market leases and below market leases, respectively.

Below market leases include $ 8.1 million related to below market renewal options, and the weighted-average period prior to the commencement of the renewal options is 7.1 years.

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$ ( 1,900 ) $ ( 1,842 ) $ ( 3,881 )

As of December 31, 2023, the amortization for acquired leases during the next five years and thereafter, assuming no early lease terminations, is as follows (in thousands):

As of December 31, 2024, the amortization for acquired leases during the next five years and thereafter (excluding the real estate assets held for sale), assuming no early lease terminations, is as follows (in thousands):

Leases Above Market

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Secured notes payable $ 74,759 $ 74,231 $ 74,669 $ 74,804

$ 74,669 $ 74,804 $ 74,578 $ 75,129

Unsecured term loan $ 324,739 $ 325,000 $ 323,491 $ 325,000

$ 323,491 $ 325,000 $ 249,428 $ 250,000

Unsecured senior guaranteed notes $ 599,172 $ 571,543 $ 798,772 $ 770,998

Senior unsecured notes, net $ 1,011,845 $ 959,234 $ 492,694 $ 405,860

Unsecured line of credit $ — $ — $ 34,057 $ 36,000

Other assets consist of the following (in thousands):

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Other intangible assets, net of accumulated amortization of $ 2,062 and $ 1,813 , respectively

Debt issuance costs, net of accumulated amortization of $ 1,296 and $ 0 , respectively

Debt issuance costs on line of credit, net of accumulated amortization of $ 1,943 and $ 1,296 , respectively

Right-of-use lease asset, net 18,993 21,503

7 unchanged sentences

Prepaid rent and deferred revenue 17,408 16,747

Interest rate swap liability — 196

Straight-line rent liability 7,692 10,656

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however, American Assets Trust, Inc.

has guaranteed the Operating Partnership's obligations under the (i) 3.375 % senior notes, (ii) senior guaranteed notes, (iii) third amended and restated credit facility, and (iv) amended and restated term loan agreement, each discussed below.

has guaranteed the Operating Partnership's obligations under the (i) 3.375 % and 6.150 % senior notes, (ii) senior guaranteed notes, (iii) third amended and restated credit facility, and (iv) amended and restated term loan agreement, each discussed below.

Debt of American Assets Trust, L.P.

24 unchanged sentences

Senior Guaranteed Notes, Series F (4)

— 100,000 3.78 % (4)

July 19, 2024

Senior Guaranteed Notes, Series B 100,000 100,000 4.45 % February 2, 2025

Senior Guaranteed Notes, Series C 100,000 100,000 4.50 % April 1, 2025

Senior Guaranteed Notes, Series B (5)

— 100,000 4.45 % February 2, 2025

Senior Guaranteed Notes, Series C (6)

100,000 100,000 4.50 % April 1, 2025

Senior Guaranteed Notes, Series D 250,000 250,000 4.29 % (7)

5 unchanged sentences

500,000 500,000 3.38 % February 1, 2031

6.150 % Senior Notes

525,000 — 6.15 % (10)

October 1, 2034

1,950,000 1,625,000

Debt discount and issuance costs, net of accumulated amortization of $ 9,890 and $ 7,259 , respectively

3 unchanged sentences

(2) On January 5, 2023, we extended Term Loan B and Term Loan C to a maturity date of January 5, 2025 with one , twelve-month extension option and increased the fully drawn borrowings thereunder to $ 150 million and $ 75 million, respectively.

On January 2, 2025, we repaid the entirety of Term Loan B and Term Loan C.

(3) The Operating Partnership entered into interest rate swap agreements that are intended to fix the effective interest rate associated with Term Loan B and Term Loan C, subject to adjustments based on our consolidated leverage ratio, at, 5.47 % from January 5, 2023 to January 4, 2024 and at 5.57 % from January 5, 2024 to January 4, 2025.

1 unchanged sentence

The treasury lock contract was deemed to be a highly effective cash flow hedge, accordingly, the effective interest rate is approximately 3.85 % per annum.

On July 18, 2024, we borrowed $ 100 million on our Revolver Loan (as defined below) to repay the entirety of our Series F Notes upon their maturity on July 19, 2024.

(5) The Senior B Notes were prepaid in full on December 2, 2024, without penalty or premium.

(6) The Senior C Notes were prepaid in full on February 3, 2025, without penalty or premium.

(7) The Operating Partnership entered into forward-starting interest rate swap contracts on March 29, 2016 and April 7, 2016, which were settled on January 18, 2017 at a gain of approximately $ 10.4 million.

4 unchanged sentences

The treasury lock contract was deemed to be a highly effective cash flow hedge, accordingly, the effective interest rate is approximately 3.88 % per annum.

(10) The Operating Partnership entered into a treasury lock contract on September 9, 2024 for $ 150 million and September 10, 2024 for an additional $ 150 million, which were both settled on September 10, 2024 at a combined loss of approximately $ 1.3 million.

The treasury lock contract was deemed to be a highly effective cash flow hedge, accordingly, the effective interest rate is approximately 6.209 % per annum.

Scheduled principal payments on secured and unsecured notes payable as of December 31, 2024 are as follows (in thousands):

2024 $ 100,000

Thereafter 1,175,000

3.375 % Senior Notes

(1) Term Loan B, Term Loan C and Series C Notes, totaling $ 325 million in the aggregate, were repaid in full without penalty or premium, subsequent to the year ended December 31, 2024.

On January 26, 2021, the Operating Partnership issued $ 500 million of senior unsecured notes (the " 3.375 % Senior Notes") that mature February 1, 2031 and bear interest at 3.375 % per annum.

1 unchanged sentence

The net proceeds of the 3.375 % Senior Notes, after the issuance discount, underwriting fees, and other costs were approximately $ 489.7 million, which were primarily used to (i) prepay our $ 150 million Senior Guaranteed Notes, Series A, with a make-whole payment (as defined in the Note Purchase Agreement for the Series A Notes) thereon of approximately $ 3.9 million, on January 26, 2021, (ii) repay our $ 100 million then outstanding balance under our then-existing revolver loan on January 26, 2021, (iii) fund the development of the La Jolla Commons III office building and (iv) for general corporate purposes.

On September 17, 2024, the Operating Partnership issued $ 525 million of senior unsecured notes (the “ 6.150 % Senior Notes”) that mature October 1, 2034, and bear interest at 6.150 % per annum.

The 6.150 % Senior Notes were priced at 99.671 % of the principal amount with a yield to maturity of 6.194 %.

The net proceeds of the 6.150 % Senior Notes, after the issuance discount, underwriting fees, and other costs, were approximately $ 518.2 million.

To date, the net proceeds were used to repay the $ 100 million then outstanding balance under our Revolver Loan on September 19, 2024, our Series B Notes in the amount of $ 100 million on December 2, 2024 and our Series C Notes in the amount of $ 100 million on February 3, 2025.

The remaining net proceeds will be used for working capital and general corporate purposes.

Prior to the issuance of the 6.150 % Senior Notes, the Operating Partnership entered into a treasury lock contract on September 9, 2024 for $ 150 million and September 10, 2024 for an additional $ 150 million, which were both settled on September 10, 2024 at a combined loss of approximately $ 1.3 million.

As a result of the loss on these treasury lock contracts and the debt discount, the effective rate on our 6.150 % Senior Notes is 6.209 % per annum.

The treasury lock contracts have been deemed to be highly effective cash flow hedges and have been designated as accounting hedges.

Any gains or losses incurred upon the settlement of these treasury lock contracts are included in accumulated other comprehensive income and are amortized to interest expense over the life of the 6.150 % Senior Notes.

The 3.375 % Senior Notes and the 6.150 % Senior Notes include a number of customary financial covenants, including:

• A maximum aggregate debt ratio of 60 %,

• A minimum debt service ratio of 1.5 x,

• A maximum secured debt ratio of 40 %,

• A minimum maintenance of total unencumbered assets of 150 %.

As of December 31, 2024, the Operating Partnership was in compliance with all then in-place 3.375 % Senior Notes and 6.15 % Senior Notes covenants.

Senior Guaranteed Notes

3 unchanged sentences

On January 26, 2021, we repaid the entirety of the $ 150.0 million Series A Notes with a make-whole payment (as defined in the Note Purchase Agreement) of approximately $ 3.9 million.

On December 2, 2024, we repaid the entirety of the $ 100 million Series B Notes.

On February 3, 2025, we repaid the entirety of the $ 100 million Series C Notes.

On March 1, 2017, the Operating Partnership entered into a Note Purchase Agreement for the private placement of $ 250 million of 4.29 % Senior Guaranteed Notes, Series D, due March 1, 2027 (the "Series D Notes").

4 unchanged sentences

The Series F Notes were issued on July 19, 2017 and pay interest semi-annually on the 31st of January and July until their respective maturities.

On July 30, 2019, the Operating Partnership entered into a Note Purchase Agreement for the private placement of $ 150 million of 3.91 % Senior Guaranteed Notes, Series G, due July 30, 2030 (the "Series G Notes" and collectively with the Series A Notes, Series B Notes, Series C Notes, Series D Notes, Series E Notes, and Series G Notes are referred to herein as, the “Notes".) The Series G Notes were issued on July 30, 2019 and pay interest semi-annually on the 30th of July and January until their maturity.

On July 18, 2024, we borrowed $ 100 million on our Revolver Loan to repay the entirety of our $ 100 million Series F Notes upon their maturity on July 19, 2024.

On July 30, 2019, the Operating Partnership entered into a Note Purchase Agreement for the private placement of $ 150 million of 3.91 % Senior Guaranteed Notes, Series G, due July 30, 2030 (the "Series G Notes" and collectively with the Series A Notes, Series B Notes, Series C Notes, Series D Notes, Series E Notes, Series F Notes and Series G Notes are referred to herein as, the “Notes".) The Series G Notes were issued on July 30, 2019 and pay interest semi-annually on the 30th of July and January until their maturity.

The Operating Partnership may prepay at any time all, or from time to time any part of, the Notes, in an amount not less than 5 % of the aggregate principal amount of any series of the Notes then outstanding in the case of a partial prepayment, at 100 % of the principal amount so prepaid plus a Make-Whole Amount.

27 unchanged sentences

As of December 31, 2024, the entirety of the principal amounts of Term Loan B and Term Loan C were outstanding.

On January 2, 2025, we repaid the entirety of Term Loan B and Term Loan C.

Borrowings under the Amended and Restated Term Loan Agreement bear interest at floating rates equal to, at the Operating Partnership’s option, either (1) the applicable SOFR, plus a SOFR adjustment and a spread (based on the Operating Partnership’s consolidated leverage ratio and applicable year of Term Loan B and Term Loan C) ranging from 1.20 % to 1.90 %, or (2) a base rate equal to the highest of (a) 0 %, (b) the prime rate, (c) the federal funds rate plus 50 bps and (d) the one-month SOFR, plus a SOFR adjustment and 100 bps, plus, in each case, a spread (based on the Operating Partnership’s consolidated leverage ratio and applicable year of Term Loan B and Term Loan C) ranging from 0.20 % to 0.90 %.

18 unchanged sentences

The forward-starting interest rate swap contracts associated with Term Loan A, Term Loan B, and Term Loan C each have accrual periods designed to match the respective tenors of these term loans.

As a result of the loss on these treasury lock contracts and the debt discount, the effective rate on our 6.150 % Senior Notes is 6.209 % per annum.

The treasury lock contracts have been deemed to be highly effective cash flow hedges and have been designated as accounting hedges.

We also previously entered into forward-starting interest rate swap contracts in connection with our Series D Notes (the “Series D Interest Rate Swaps”), which we subsequently settled.

70 unchanged sentences

June 7, 2022 (1)

$ 38.59 5,184

December 7, 2022 (2)

6 unchanged sentences

19.83 - 20.79

December 4, 2024 (5)

(1) Restricted common stock issued to members of the company's non-employee directors.

6 unchanged sentences

Up to one-third of the shares of restricted stock may vest based on such performance criteria determined as of November 30, 2025, 2026 and 2027, subject to the employee's continued employment on those dates.

For the 2020 grants, the fair value of the awards was estimated using a Monte Carlo Simulation model.

Our stock price, along with the stock prices of the group of peer REITs, is assumed to follow the Multivariate Geometric Brownian Motion Process.

Multivariate Geometric Brownian Motion is a common assumption when modeling in financial markets, as it allows the modeled quantity (in this case, the stock price) to vary randomly from its current value and take any value greater than zero.

The volatilities of the returns on the stock price of the company and the group REITs were estimated based on a three year look-back period.

The expected growth rate of the stock prices over the “derived service period” of the employee is determined with consideration of the risk free rate as of the grant date.

For the 2021 grants, 2022 grants, and 2023 grants, the fair value of the awards was estimated using a Monte Carlo Simulation model.

(5) Time-based restricted common stock issued to Mr.

Wyll related to his transition to Chief Executive Officer, which are eligible to vest in substantially equal one-third tranches on December 4, 2025, December 4, 2026 and December 4, 2027, subject to Mr.

Wyll's continued employment on those dates.

For the 2022, 2023, and 2024 grants, the fair value of the awards was estimated using a Monte Carlo Simulation model.

For the 2022, 2023, and 2024 grants, vesting is subject to multiple vesting conditions as follows:

51 unchanged sentences

We elected to be taxed as a REIT and operate in a manner that allows us to qualify as a REIT for federal income tax purposes commencing with our taxable year ended December 31, 2011.

As a REIT, we are generally not subject to corporate level income tax on the earnings distributed currently to our stockholders.

As a REIT, we are generally not subject to corporate

level income tax on the earnings distributed currently to our stockholders.

Our Operating Partnership is subject to state and local income taxes and our TRS is subject to federal and state income taxes.

3 unchanged sentences

A deferred tax asset is included in our consolidated balance sheets of $ 1.0 million and $ 0.9 million, and a deferred tax liability is included in our consolidated balance sheets of $ 0.8 million and $ 0.8 million as of December 31, 2024 and 2023, respectively, in relation to real estate asset basis differences and prepaid expenses for our TRS.

The income tax provision included in other (expense) income on the consolidated statement of comprehensive income is as follows (in thousands):

The income tax provision included in other income (expense) on the consolidated statement of comprehensive income is as follows (in thousands):

Year Ended December 31,

4 unchanged sentences

State ( 107 ) ( 215 ) ( 221 )

Provision for income taxes (benefit) $ 1,041 $ 850 $ 738

Provision for income taxes $ 886 $ 1,041 $ 850

COMMITMENTS AND CONTINGENCIES

29 unchanged sentences

The environmental issue existed at purchase and is currently in the final stages of remediation.

The final stages of the remediation will include routine, long term ground monitoring by the appropriate regulatory agency over the next five to seven years years.

The final stages of the remediation will include routine, long term ground monitoring by the appropriate regulatory agency over the next five to seven years .

The work performed is financed through an escrow account funded by the seller upon our purchase of the Del Monte Center.

23 unchanged sentences

Our leases may also include variable lease payments in the form of percentage rents based on the tenant’s level of sales achieved in excess of a breakpoint threshold.

Leases on apartments generally range from seven months to fifteen months , with a majority having 12 months lease terms.

Leases on apartments generally range from seven months to fifteen months , with a majority having 12 month lease terms.

Rooms at the hotel portion of our mixed-use property are rented on a nightly basis.

10 unchanged sentences

Our multifamily properties are located in Southern California and Portland, Oregon, and we had 1,849 leases with residential tenants at December 31, 2024, excluding Santa Fe Park RV Resort.

As of December 31, 2023, minimum future rentals from noncancelable operating leases before any reserve for uncollectible amounts and assuming no early lease terminations, at our office and retail properties and the retail portion of our mixed-use property are as follows for the years ended December 31 (in thousands):

As of December 31, 2024, minimum future rentals from noncancelable operating leases before any reserve for uncollectible amounts and assuming no early lease terminations, at our office and retail properties and the retail portion of our mixed-use property (excluding the real estate assets held for sale) are as follows for the years ended December 31 (in thousands):

2025 $ 246,612

9 unchanged sentences

The extension option is included in the calculation of the right-of-use asset and lease liability as we are reasonably certain of exercising the extension option.

In March 2020, we exercised a five years extension option to extend the Annex Lease through June 30, 2026, which was memorialized in a lease amendment executed in August 2020 that additionally modified other certain lease payment terms.

In March 2020, we exercised a five-year extension option to extend the Annex Lease through June 30, 2026, which was memorialized in a lease amendment executed in August 2020 that additionally modified other certain lease payment terms.

Our lease agreements do not contain any residual value guarantees or material restrictive covenants.

53 unchanged sentences

Total other income (expense) $ 18,147 $ 7,649 $ ( 625 )

For the year ended December 31, 2023, other non-operating income income includes the net settlement payment of approximately $ 6.3 million received on January 3, 2023 related to certain building systems at our Hassalo on Eighth property.

For the year ended December 31, 2024, other non-operating income includes the net settlement payment of approximately $ 10.0 million received on January 2, 2024 related to building specifications for one of the existing buildings at our office project in University Town Center (San Diego).

For the year ended December 31, 2023, other non-operating income includes the settlement payment of approximately $ 6.5 million received on January 3, 2023 related to certain building systems at our Hassalo on Eighth property.

RELATED PARTY TRANSACTIONS

6 unchanged sentences

Rental revenue recognized on the leases of $ 0.3 million, $ 0.3 million and $ 0.3 million for the years ended December 31, 2024, 2023 and 2022, respectively, is included in rental income on the consolidated statements of comprehensive income.

At Torrey Reserve Campus, we lease space to EDisability, LLC, an entity majority owned and controlled by Mr.

During the fourth quarter of 2020, we entered into a lease termination agreement with EDisability, LLC and entered into a new lease agreement for office space at Torrey Reserve Campus.

At Torrey Reserve Campus, we lease space to Ensight, Inc, or Ensight (formerly EDisability, LLC), an entity majority owned and controlled by Mr.

During the fourth quarter of 2020, we entered into a lease termination agreement with Ensight and entered into a new lease agreement for office space at Torrey Reserve Campus.

Rents under the new lease agreement commenced on June 1, 2021 for an initial three years at an average rental rate of $ 0.1 million.

During the first quarter of 2024, we entered into a lease amendment with Ensight for a two-year extension term at an average annual rental rate of $ 0.1 million.

Rent revenue recognized on the lease of $ 0.1 million, $ 0.1 million and $ 0.1 million for the years ended December 31, 2024, 2023 and 2022, respectively, is included in rental income on the consolidated statements of comprehensive income.

9 unchanged sentences

SEGMENT REPORTING

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures.

The pronouncement requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within the segment measure of profit or loss.

For the year ended December 31, 2024, the CODM for the company is comprised of our executive management team:

Rady, our Chief Executive Officer (through December 31, 2024) and Executive Chairman (effective January 1, 2025), Mr.

Wyll, our President and Chief Operating Officer (through December 31, 2024), and Chief Executive Officer (effective January 1, 2025) and Mr.

Barton, our Chief Financial Officer.

Segment information is prepared on the same basis that our management reviews information for operational decision-making purposes.

1 unchanged sentence

However, we have aggregated our properties into reportable segments as the properties share similar long-term economic characteristics and have other similarities including the fact that they are operated using consistent business strategies.

We operate in four business segments:

We operate in four reportable business segments:

the acquisition, redevelopment, ownership and management of retail real estate, office real estate, multifamily real estate and mixed-use real estate.

3 unchanged sentences

The products of our mixed-use segment include rental of retail space and other tenant services, including tenant reimbursements, parking and storage space rental and operation of a 369 -room all-suite hotel.

We evaluate the performance of our segments based on segment profit which is defined as property revenue less property expenses.

We do not use asset information as a measure to assess performance and make decisions to allocate resources.

Therefore, depreciation and amortization expense is not allocated among segments.

General and administrative expenses, interest expense, depreciation and amortization expense and other income and expense are not included in segment profit as our internal reporting addresses these items on a corporate level.

Regular reportable segment updates are provided directly to the CODM.

These updates include the performance of our segments based on segment profit which is defined as property revenue less property expenses, and this serves as the profit or loss measure used by the CODM for performance assessment and resource allocation.

We consider segment profit to be an appropriate supplemental measure to net income because it assists both investors and the CODM in understanding the core operations of our properties.

Segment profit provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate and the impact to operations from trends in occupancy rates, rental rates, and operating costs, providing a perspective on operations not immediately apparent from net income.

Segment profit is not a measure of operating income or cash flows from operating activities as measured by GAAP, and it is not indicative of cash available to fund cash needs and should not be considered an alternative to cash flows as a measure of liquidity.

Not all companies calculate segment profit in the same manner.

We consider segment profit to be an appropriate supplemental measure to net income because it assists both investors and management in understanding the core operations of our properties.

The following table represents operating activity within our reportable segments (in thousands):

A significant segment expense is a category of expenses and amounts regularly provided to the CODM that is included in the calculation of each reported measure of segment profit or loss.

Further, the CODM will use this measure to assess segment performance in deciding how to allocate resources.

Significant expenses included in the reportable segment profit or loss measure are presented by rental expenses and real estate taxes for each reportable segment.

Rental expenses includes facilities service expense, utilities expense, repairs and maintenance expense, insurance expense and other costs.

The following table represents the significant segment expenses and operating activity within our reportable segments (in thousands):

Year Ended December 31,

1 unchanged sentence

Property revenue $ 215,778 $ 207,856 $ 203,391

Rental Expenses 43,181 40,627 36,985

Real Estate Taxes 19,053 20,712 20,493

Property expense 62,234 61,339 57,478

1 unchanged sentence

Property revenue 109,040 104,767 100,912

Rental Expenses 18,578 18,008 16,631

Real Estate Taxes 13,930 13,432 13,675

Property expense 32,508 31,440 30,306

2 unchanged sentences

Property revenue 65,372 61,830 58,139

Rental Expenses 21,603 20,788 19,152

Real Estate Taxes 7,186 7,237 7,104

Property expense 28,789 28,025 26,256

2 unchanged sentences

Property revenue 67,665 66,711 60,206

Rental Expenses 40,141 39,378 34,877

Real Estate Taxes 4,055 3,775 3,516

Property expense 44,196 43,153 38,393

16 unchanged sentences

$ 56,798 $ 50,378 $ 43,506

The following table shows net real estate and secured note payable balances for each of the segments, along with their capital expenditures for each year (in thousands):

The following table shows net real estate and secured note payable balances for each of the reportable segments, along with their capital expenditures for each year (in thousands):

December 31, 2024 December 31, 2023

1 unchanged sentence

Office $ 1,597,458 $ 1,614,323

Retail 563,532 579,219

478,037 492,276

Multifamily 351,016 361,233

10 unchanged sentences

$ 77,407 $ 89,887

(1) Excludes the real estate assets held for sale.

(2) Excludes unamortized debt issuance costs of $ 0.2 million and $ 0.3 million as of December 31, 2024 and 2023, respectively.

54 unchanged sentences

$ 0.17 $ 0.20 $ 0.20 $ 0.27

American Assets Trust, Inc.

and American Assets Trust, L.P.

SCHEDULE III—Consolidated Real Estate and Accumulated Depreciation

(In Thousands)

SUBSEQUENT EVENTS

On January 2, 2024, we entered into a settlement agreement relating to building specifications for one of the existing buildings at our office project in University Town Center (San Diego) in which we received a net settlement payment of approximately $ 10 million.

On January 2, 2025, we repaid in full the $ 225 million outstanding balance on our Term Loan B and Term Loan C under the Amended and Restated Term Loan Agreement.

On February 3, 2025, we repaid in full the $ 100 million outstanding balance on our Series C Notes under the Note Purchase Agreement.

American Assets Trust, Inc.

2 unchanged sentences

(In Thousands)

Encumbrance as of December 31, 2023 Initial Cost Cost Capitalized Subsequent to Acquisition Gross Carrying Amount

at December 31, 2023 Accumulated

Encumbrance as of December 31, 2024

Initial Cost Cost Capitalized Subsequent to Acquisition Gross Carrying Amount

at December 31, 2024

Depreciation and

Amortization Year Built/

Renovated Date Acquired Life on which depreciation in latest income statements is computed

Most Recent Renovation Date Acquired Life on which depreciation in latest income statements is computed

Description Land Building and

3 unchanged sentences

Carmel Mountain Plaza — 22,477 65,217 43,388 31,034 100,048 ( 60,361 ) 1994/2020 3/28/2003 35 years

Del Monte Center — 27,412 87,570 34,082 27,117 121,947 ( 77,808 ) 1967/1984/2006 4/8/2004 35 years

Gateway Marketplace — 17,363 21,644 1,175 17,363 22,819 ( 6,264 ) 1997/2016 7/6/2017 35 years

7 unchanged sentences

City Center Bellevue 75,000 25,135 190,998 56,692 25,135 247,690 ( 91,763 ) 1987/2023 8/21/2012 40 years

Eastgate Office Park — 35,822 82,737 8,554 35,822 91,291 ( 7,585 ) 1985 7/7/2021 40 years

Corporate Campus East III — 23,203 55,992 3,478 23,203 59,470 ( 4,824 ) 1986 9/10/2021 40 years

Bel-Spring 520 — 13,744 30,339 1,171 13,744 31,510 ( 2,232 ) 1983 3/8/2022 40 years

14Acres — 35,822 82,737 15,776 35,822 98,513 ( 10,680 ) 1985/2024 7/7/2021 40 years

Timber Ridge — 23,203 55,992 4,417 23,203 60,409 ( 7,044 ) 1986 9/10/2021 40 years

Timber Springs — 13,744 30,339 1,783 13,744 32,122 ( 3,365 ) 1983 3/8/2022 40 years

First & Main — 14,697 109,739 12,950 14,697 122,689 ( 49,372 ) 2010 3/11/2011 40 years

22 unchanged sentences

Mariner’s Point — 2,744 4,540 1,945 2,744 6,485 ( 4,608 ) 1986 5/9/2001 30 years

Santa Fe Park RV Resort — 401 928 1,516 401 2,444 ( 1,768 ) 1971/2008 6/1/1979 30 years

American Assets Trust, Inc.

and American Assets Trust, L.P.

SCHEDULE III—Consolidated Real Estate and Accumulated Depreciation -(Continued)

SCHEDULE III—Consolidated Real Estate and Accumulated Depreciation

(In Thousands)

Encumbrance as of December 31, 2023 Initial Cost Cost Capitalized Subsequent to Acquisition Gross Carrying Amount

at December 31, 2023 Accumulated

Encumbrance as of December 31, 2024

Initial Cost Cost Capitalized Subsequent to Acquisition Gross Carrying Amount

at December 31, 2024

Depreciation and

Amortization Year Built/

Renovated Date Acquired Life on which depreciation in latest income statements is computed

Most Recent Renovation Date Acquired Life on which depreciation in latest income statements is computed

Description Land Building and

Improvements Land Building and

Santa Fe Park RV Resort — 401 928 1,577 401 2,505 ( 1,762 ) 1971/2007-2008 6/1/1979 30 years

Pacific Ridge Apartments — 47,971 178,497 1,492 47,971 179,989 ( 48,549 ) 2013 4/28/2017 30 years

4 unchanged sentences

$ 75,000 $ 638,940 $ 1,866,443 $ 1,120,981 $ 674,149 $ 2,952,215 $ ( 1,038,878 )

(1) For Federal tax purposes, the aggregate tax basis is approximately $ 2.5 billion as of December 31, 2023.

The table above excludes the real estate assets held for sale as of December 31, 2024

(1) For Federal tax purposes, the aggregate tax basis is approximately $ 2.5 billion as of December 31, 2024, excluding the real estate assets held for sale.

American Assets Trust, Inc.

and American Assets Trust, L.P.

SCHEDULE III—Consolidated Real Estate and Accumulated Depreciation -(Continued)

(In Thousands)

Year Ended December 31,

4 unchanged sentences

Improvements 68,484 78,249 116,613

Cost of Real Estate Sold — — —

Real estate assets held for sale ( 154,134 ) — —

( 29,754 ) ( 7,950 ) ( 18,591 )

3 unchanged sentences

Additions—depreciation 111,727 106,306 108,118

Cost of Real Estate Sold — — —

Real estate assets held for sale ( 80,435 ) — —

( 28,867 ) ( 6,766 ) ( 18,595 )

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures