Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Controls and Procedures (American Assets Trust, Inc.)
Evaluation of Disclosure Controls and Procedures
American Assets Trust, Inc. 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.
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As required by Rule 13a-15(b) under the Exchange Act, American Assets Trust, Inc. carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures. Based on the foregoing, American Assets Trust, Inc.’s Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, American Assets Trust, Inc.’s disclosure controls and procedures were effective and were operating at a reasonable assurance level.
Management’s Report on Internal Control over Financial Reporting
Internal control over financial reporting refers to the process designed by, or under the supervision of, American Assets Trust, Inc.’s Chief Executive Officer and Chief Financial Officer, and effected by American Assets Trust, Inc.’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.
Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the company, as such term is defined in Rule 13a-15(f) under the Exchange Act. Under the supervision and with the participation of management, including American Assets Trust, Inc.’s Chief Executive Officer and Chief Financial Officer, American Assets Trust, Inc. conducted an evaluation of the effectiveness of its internal control over financial reporting. Management has used the framework set forth in the report entitled “Internal Control — Integrated Framework (2013)” published by the Committee of Sponsoring Organizations of the Treadway Commission to evaluate the effectiveness of the company’s internal control over financial reporting. Based on its evaluation, management has concluded that the company’s internal control over financial reporting was effective as of December 31, 2025.
American Assets Trust, Inc.’s independent registered public accounting firm, Ernst & Young LLP, has issued an attestation report over American Assets Trust, Inc.’s internal control over financial reporting, which report is contained elsewhere in this annual report on Form 10-K.
Changes in Internal Control over Financial Reporting
There were no changes in American Assets Trust, Inc.'s internal control over financial reporting during the quarter ended December 31, 2025 that materially affected, or are reasonably likely to materially affect, American Assets Trust, Inc.'s internal control over financial reporting.
Controls and Procedures (American Assets Trust, L.P.)
Evaluation of Disclosure Controls and Procedures
The Operating Partnership 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 management, including the Chief Executive Officer and Chief Financial Officer of its general partner, 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.
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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.
Management’s Report on Internal Control over Financial Reporting
Internal control over financial reporting refers to the process designed by, or under the supervision of, the Chief Executive Officer and Chief Financial Officer of the Operating Partnership's general partner and effected by the general partner's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Operating Partnership; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Operating Partnership are being made only in accordance with authorizations of management and directors of the general partner of the Operating Partnership; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Operating Partnership’s assets that could have a material effect on the financial statements.
Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Operating Partnership, as such term is defined in Rule 13a-15(f) under the Exchange Act. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer of the Operating Partnership's general partner, the Operating Partnership conducted an evaluation of the effectiveness of its internal control over financial reporting. Management has used the framework set forth in the report entitled “Internal Control — Integrated Framework (2013)” published by the Committee of Sponsoring Organizations of the Treadway Commission to evaluate the effectiveness of the Operating Partnership’s internal control over financial reporting. Based on its evaluation, management has concluded that the Operating Partnership’s internal control over financial reporting was effective as of December 31, 2025.
Changes in Internal Control over Financial Reporting
There were no changes in the Operating Partnership's internal control over financial reporting during the quarter ended December 31, 2025 that materially affected, or are reasonably likely to materially affect, the Operating Partnership's internal control over financial reporting.
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ITEM 9B. OTHER INFORMATION
During the year ended December 31, 2025, no 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.”
ITEMS 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information concerning our directors, executive officers and corporate governance required by Item 10 will be included in the Proxy Statement to be filed relating to American Assets Trust, Inc.'s 2026 Annual Meeting of Stockholders and is incorporated herein by reference.
Pursuant to instruction G(3) to Form 10-K, information concerning audit committee financial expert disclosure set forth under the heading “Information Regarding the Board - Committees of the Board - Audit Committee” will be included in the Proxy Statement to be filed relating to American Assets Trust, Inc.'s 2026 Annual Meeting of Stockholders and is incorporated herein by reference.
Pursuant to instruction G(3) to Form 10-K, information concerning compliance with Section 16(a) of the Exchange Act concerning our directors and executive officers set forth under the heading entitled “Delinquent - Section 16(a) Reports” is included herein as Item 15.
ITEM 11. EXECUTIVE COMPENSATION
The information concerning our executive compensation required by Item 11 will be included in the Proxy Statement to be filed relating to American Assets Trust, Inc.'s 2026 Annual Meeting of Stockholders and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information concerning the security ownership of certain beneficial owners and management and related stockholder matters required by Item 12 will be included in the Proxy Statement to be filed relating to American Assets Trust, Inc.'s 2026 Annual Meeting of Stockholders and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information concerning certain relationships and related transactions, and director independence required by Item 13 will be included in the Proxy Statement to be filed relating to American Assets Trust, Inc.'s 2026 Annual Meeting of Stockholders and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information concerning our principal accountant fees and services required by Item 14 will be included in the Proxy Statement to be filed relating to American Assets Trust, Inc.'s 2026 Annual Meeting of Stockholders and is incorporated herein by reference
ITEM 15. DELINQUENT SECTION 16(A) REPORTS
Section 16(a) of the Exchange Act requires our named executive officers, directors and persons who own more than 10% of our common stock to file reports of ownership and changes in ownership with the SEC. SEC regulations require us to identify anyone who failed to file a required report or filed a late report during the most recent fiscal year. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons that no Forms 5 were required for such persons, we believe that, during the fiscal year ended December 31, 2025, our named executive officers, directors and 10% stockholders complied with all Section 16(a) filing requirements applicable to them.
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PART IV
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)
(1) Financial Statements
Our consolidated financial statements and notes thereto, together with Report of Independent Registered Public Accounting Firm are included as a separate section of this annual report on Form 10-K commencing on page F-1.
(2) Financial Statement Schedule
Our financial statement schedule is included in a separate section of this annual report on Form 10-K commencing on page F-1.
(3) Exhibits
A list of exhibits to this annual report on Form 10-K is set forth on the Exhibit Index immediately preceding such exhibits and is incorporated herein by reference.
(b) See Exhibit Index
(c) Not Applicable
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EXHIBIT INDEX
Exhibit No. Description
3.1(1) Articles of Amendment and Restatement of American Assets Trust, Inc.
3.2(2) Amended and Restated Bylaws of American Assets Trust, Inc.
3.3(3) Certificate of Limited Partnership of American Assets Trust, L.P.
4.1(1) Form of Certificate of Common Stock of American Assets Trust, Inc.
4.2(4) Indenture, dated January 26, 2021, by and among American Assets Trust, L.P., as issuer, American Assets Trust, Inc., as guarantor, and U.S. 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
10.1(6) Amended and Restated Agreement of Limited Partnership of American Assets Trust, L.P., dated January 19, 2011
10.2(6) Registration Rights Agreement among American Assets Trust, Inc. and the persons named therein, dated January 19, 2011
10.3(1) American Assets Trust, Inc. and American Assets Trust, L.P. Amended and Restated 2011 Equity Incentive Award Plan
10.4(1) Form of Indemnification Agreement between American Assets Trust, Inc. and its directors and officers
10.5* Form of American Assets Trust, Inc. Restricted Stock Award Agreement (Performance Vesting)
10.6(21) Form of American Assets Trust, Inc. Restricted Stock Award Agreement (Time Vesting)
10.7(21) Amended and Restated Independent Director Compensation Policy effective January 1, 2025
10.8(6) Transition Services Agreement between American Assets, Inc. and American Assets Trust, L.P., dated January 19, 2011
10.9(1) Management Agreement for Waikiki Beach Walk®—Retail between ABW Holdings LLC and Retail Resort Properties LLC, dated as of November 1, 2007
10.10(1) Outrigger Hotels Hawaii—Hotel Management Agreement—Embassy SuitesTM—Waikiki Beach WalkTM Hotel by and among EBW Hotel LLC, Waikele Venture Holdings, LLC, Broadway 225 Sorrento Holdings, LLC, Broadway 225 Stonecrest Holdings, LLC and Outrigger Hotels Hawaii, dated as of January 10, 2006
10.11(6) Franchise License Agreement—Embassy Suites—Waikiki Beach Walk—Honolulu, Hawaii between Embassy Suites Franchise LLC and WBW Hotel Lessee, LLC, dated January 19, 2011
10.12(7) American Assets Trust, Inc. and American Assets Trust, L.P. Amended and Restated Incentive Bonus Plan, effective as of December 5, 2019
10.13(8) Amended and Restated Employment Agreement among American Assets Trust, Inc., American Assets Trust, L.P. and Ernest S. Rady dated March 25, 2014
10.14(8) Amended and Restated Employment Agreement among American Assets Trust, Inc., American Assets Trust, L.P. and Robert F. Barton dated March 25, 2014
10.15(9) Amended and Restated Employment Agreement among American Assets Trust, Inc., American Assets Trust, L.P. and Adam Wyll dated March 25, 2014
10.16(21) 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(21) 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. and the purchasers named therein. (Series A, B and C)
10.19(10) Joinder and First Amendment to Term Loan Agreement, dated as of May 2, 2016, among American Assets Trust, Inc., the American Assets Trust, L.P., the Lenders party thereto and U.S. Bank National Association, as Administrative Agent
10.20(11) Note Purchase Agreement, dated as of March 1, 2017 by and among American Assets Trust, Inc., American Assets Trust, L.P. and the purchasers named therein. (Series D)
10.21(12) Note Purchase Agreement, dated as of May 23, 2017 by and among American Assets Trust, Inc., American Assets Trust, L.P. and the purchasers named therein. (Series E)
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Exhibit No. Description
10.22(12) Second Amendment to the Amended and Restated Credit Agreement dated as of May 23, 2017, by and among American Assets Trust, Inc., American Assets Trust, L.P., the lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the other entities named therein
10.23(12) Second Amendment to the Term Loan Agreement dated as of May 23, 2017, by and among American Assets Trust, Inc., American Assets Trust, L.P., the lenders from time to time party thereto, U.S. Bank National Association, as Administrative Agent, and the other entities named therein
10.24(12) First Amendment, dated as of May 23, 2017, to the Note Purchase Agreement, dated as if October 31, 2014, by and among American Assets Trust, Inc., American Assets Trust, L.P. and the purchasers named therein. (Series E)
10.25(12) First Amendment, dated as of May 23, 2017, to the Note Purchase Agreement, dated as of March 1, 2017, by and among American Assets Trust, Inc., American Assets Trust, L.P. and the purchasers named therein. (Series E)
10.26(13) Note Purchase Agreement, dated as of July 19, 2017, by and among American Assets Trust, Inc., American Assets Trust, L.P. and the purchasers named therein. (Series F)
10.27(14) Second Amended and Restated Credit Agreement dated January 9, 2018, by and among American Assets Trust, Inc., American Assets Trust, L.P., Bank of America, N.A., as Administrative Agent, and other entities named therein.
10.28(14) Third Amendment to Term Loan Agreement dated January 9, 2018, by and among the American Assets Trust, Inc., American Assets Trust, L.P., each lender from time to time party thereto, and U.S. Bank National Association, as Administrative Agent.
10.29(15) First Amendment to Second Amended and Restated Credit Agreement dated January 9, 2019, by and among the American Assets Trust, Inc., American Assets Trust, L.P., Bank of America, N.A., as Administrative Agent, and other entities named therein.
10.30(16) Note Purchase Agreement, dated as of July 30, 2019, by and among American Assets Trust, Inc., American Assets Trust, L.P., and the purchasers named therein.
10.31(17) Equity Distribution Agreement, dated December 3, 2021, by and among American Assets Trust, Inc., American Assets Trust, L.P., and Wells Fargo Securities, LLC
10.32(17) Equity Distribution Agreement, dated December 3, 2021, by and among American Assets Trust, Inc., American Assets Trust, L.P., and BofA Securities, Inc.
10.33(17) Equity Distribution Agreement, dated December 3, 2021, by and among American Assets Trust, Inc., American Assets Trust, L.P., and Jefferies LLC
10.34(17) Equity Distribution Agreement, dated December 3, 2021, by and among American Assets Trust, Inc., American Assets Trust, L.P., and Mizuho Securities USA LLC
10.35(17) Equity Distribution Agreement, dated December 3, 2021, by and among American Assets Trust, Inc., American Assets Trust, L.P., and BTIG, LLC
10.36(18) Third Amended and Restated Credit Agreement dated January 5, 2022, by and among American Assets Trust, Inc., American Assets Trust, L.P., Bank of America, N.A., as Administrative Agent, and other entities named therein.
10.37(19) Amended and Restated Term Loan Agreement dated January 5, 2023, by and among American Assets Trust, Inc., American Assets Trust, L.P., each lender from time-to-time party thereto, and U.S. Bank National Association, as Administrative Agent.
19.1* Insider Trading Compliance Program
21.1* List of Subsidiaries of American Assets Trust, Inc.
22.1* Subsidiary Guarantors and Issuers of Guaranteed Securities
23.1* Consent of Independent Registered Public Accounting Firm for American Assets Trust, Inc.
23.2* Consent of Independent Registered Public Accounting Firm for American Assets Trust, L.P.
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
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Exhibit No. Description
97(20) Policy Relating to Recovery of Erroneously Awarded Compensation
101.INS* Inline 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* Inline XBRL Taxonomy Extension Schema Document
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* Filed herewith.
(1) Incorporated herein by reference to American Assets Trust, Inc.'s Registration Statement on Form S-11, as amended (File No. 333-169326), filed with the Securities and Exchange Commission on September 13, 2010.
(2) Incorporated herein by reference to American Assets Trust, Inc.'s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 25, 2023.
(3) 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 20, 2015.
(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.
(7) 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, 2020.
(8) Incorporated herein by reference to American Assets Trust, Inc’s Current Report on Form 10-Q filed with the Securities and Exchange Commission on May 2, 2014.
(9) Incorporated herein by reference to American Assets Trust, Inc.'s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 31, 2014.
(10) Incorporated herein by reference to American Assets Trust, Inc's Current Report on Form 10-Q filed with the Securities and Exchange Commission on July 29, 2016.
(11) Incorporated herein by reference to American Assets Trust, Inc's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2017.
(12) Incorporated herein by reference to American Assets Trust, Inc's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2017.
(13) Incorporated herein by reference to American Assets Trust, Inc's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 19, 2017.
(14) 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 9, 2018.
(15) 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 9, 2019.
(16) Incorporated herein by reference to American Assets Trust, Inc's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 30, 2019.
(17) Incorporated herein by reference to American Assets Trust, Inc's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2021.
(18) 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, 2022.
(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.
(21) 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 12, 2025.
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SIGNATURES
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 6 th day of February, 2026.
American Assets Trust, Inc. American Assets Trust, L.P.
By: American Assets Trust, Inc.
Its: General Partner
/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. BARTON /s/ ROBERT F. BARTON
Robert F. Barton
Executive Vice President and Chief Financial Officer
Robert F. Barton
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrants and in the capacities and on the dates indicated.
Signature Title Date
/s/ ADAM WYLL President and Chief Executive Officer February 6, 2026
Adam Wyll
/s/ ROBERT F. BARTON Executive Vice President, Chief Financial Officer and Treasurer February 6, 2026
Robert F. Barton
/s/ ERNEST RADY Executive Chairman February 6, 2026
Ernest Rady
/s/ JOY L. SCHAEFER Director February 6, 2026
Joy L. Schaefer
/s/ NINA TRAN Director February 6, 2026
Nina Tran
/s/ THOMAS S. OLINGER Director February 6, 2026
Thomas S. Olinger
/s/ ROBERT S. SULLIVAN Director February 6, 2026
Robert S. Sullivan
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Item 8 and Item 16(a) (1) and (2)
Index to Consolidated Financial Statements and Schedule
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42 )
F- 2
American Assets Trust, Inc.
Consolidated Balance Sheets as of December 31, 2025 and 2024
F- 7
Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024, and 2023
F- 8
Consolidated Statements of Equity for the years ended December 31, 2025, 2024, and 2023
F- 9
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023
F- 10
American Assets Trust, L.P.
Consolidated Balance Sheets as of December 31, 2025 and 2024
F- 11
Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024, and 2023
F- 12
Consolidated Statements of Partners' Capital for the years ended December 31, 2025, 2024, and 2023
F- 13
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023
F- 14
Notes to Consolidated Financial Statements of American Assets Trust, Inc. and American Assets Trust, L.P.
F- 15
Schedule III—Consolidated Real Estate and Accumulated Depreciation
F- 46
F-1
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of American Assets Trust, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of American Assets Trust, Inc. (the Company) as of December 31, 2025 and 2024, the related consolidated statements of comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 16(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 6, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
F-2
Impairment of real estate properties
Description of the Matter The Company’s net real estate properties totaled $2.62 billion as of December 31, 2025. 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. Impairment is recognized on properties held for use when the expected undiscounted cash flows for a property are less than its carrying amount, at which time the property is written down to its estimated fair value. Properties classified as held for sale are recorded at the lower of the carrying amount or the expected sales price less costs to sell. There were no impairment charges during the year ended December 31, 2025.
Auditing the Company's impairment assessment for real estate properties is challenging because of the subjective auditor judgment necessary in evaluating management’s identification of indicators of potential impairment and the related assessment of the severity of such indicators in determining whether a triggering event has occurred that requires the Company to evaluate the recoverability of the asset.
How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s property impairment review process. For example, we tested controls over management’s process for identifying and evaluating potential impairment indicators.
Our testing of the Company’s impairment assessment included, among other procedures, evaluating significant judgments applied in determining whether indicators of impairment were present at any given property by obtaining evidence to corroborate such judgments and searching for evidence contrary to such judgments. For example, we searched for tenants or groups of tenants with large reserved balances or upcoming lease expirations that occupy a substantial portion of any particular property and searched for significant declines in operating results of any particular property due to occupancy changes, tenant bankruptcies, environmental issues, adverse changes in legal factors or natural disasters.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2010.
San Diego, California
February 6, 2026
F-3
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of American Assets Trust, Inc.
Opinion on Internal Control over Financial Reporting
We have audited American Assets Trust, Inc.’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria). In our opinion, American Assets Trust, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 16(a) and our report dated February 6, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
San Diego, California
February 6, 2026
F-4
Report of Independent Registered Public Accounting Firm
To the Partners of American Assets Trust, L.P.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of American Assets Trust, L.P. (the Company) as of December 31, 2025 and 2024, the related consolidated statements of comprehensive income, partners’ capital, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 16(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
F-5
Impairment of real estate properties
Description of the Matter The Company’s net real estate properties totaled $2.62 billion as of December 31, 2025. 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. Impairment is recognized on properties held for use when the expected undiscounted cash flows for a property are less than its carrying amount, at which time the property is written down to its estimated fair value. Properties classified as held for sale are recorded at the lower of the carrying amount or the expected sales price less costs to sell. There were no impairment charges during the year ended December 31, 2025.
Auditing the Company's impairment assessment for real estate properties is challenging because of the subjective auditor judgment necessary in evaluating management’s identification of indicators of potential impairment and the related assessment of the severity of such indicators in determining whether a triggering event has occurred that requires the Company to evaluate the recoverability of the asset.
How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s property impairment review process. For example, we tested controls over management’s process for identifying and evaluating potential impairment indicators.
Our testing of the Company’s impairment assessment included, among other procedures, evaluating significant judgments applied in determining whether indicators of impairment were present at any given property by obtaining evidence to corroborate such judgments and searching for evidence contrary to such judgments. For example, we searched for tenants or groups of tenants with large reserved balances or upcoming lease expirations that occupy a substantial portion of any particular property and searched for significant declines in operating results of any particular property due to occupancy changes, tenant bankruptcies, environmental issues, adverse changes in legal factors or natural disasters.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2014.
San Diego, California
February 6, 2026
F-6
American Assets Trust, Inc.
Consolidated Balance Sheets
(In Thousands, Except Share Data)
December 31, 2025 December 31, 2024
ASSETS
Real estate, at cost
Operating real estate $ 3,694,203 $ 3,449,009
Construction in progress 68,937 176,868
Held for development 487 487
3,763,627 3,626,364
Accumulated depreciation ( 1,144,259 ) ( 1,038,878 )
Net real estate 2,619,368 2,587,486
Cash and cash equivalents 129,362 425,659
Accounts receivable, net 7,407 6,905
Deferred rent receivables, net 84,642 88,059
Other assets, net 80,497 87,737
Real estate assets held for sale — 77,519
TOTAL ASSETS $ 2,921,276 $ 3,273,365
LIABILITIES AND EQUITY
LIABILITIES:
Secured notes payable, net $ 74,849 $ 74,759
Unsecured notes payable, net 1,612,761 1,935,756
Accounts payable and accrued expenses 71,094 63,693
Security deposits payable 10,063 8,896
Other liabilities and deferred credits 61,304 62,588
Liabilities related to real estate assets held for sale — 3,352
Total liabilities 1,830,071 2,149,044
Commitments and contingencies (Note 12)
EQUITY:
American Assets Trust, Inc. stockholders' equity
Common stock, $ 0.01 par value, 490,000,000 shares authorized, 61,390,936 and 61,138,238 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively
614 611
Additional paid-in capital 1,479,870 1,474,869
Accumulated dividends in excess of net income ( 331,086 ) ( 304,339 )
Accumulated other comprehensive income 1,419 4,760
Total American Assets Trust, Inc. stockholders' equity 1,150,817 1,175,901
Noncontrolling interests ( 59,612 ) ( 51,580 )
Total equity 1,091,205 1,124,321
TOTAL LIABILITIES AND EQUITY $ 2,921,276 $ 3,273,365
The accompanying notes are an integral part of these consolidated financial statements.
F-7
American Assets Trust, Inc.
Consolidated Statements of Comprehensive Income
(In Thousands, Except Shares and Per Share Data)
Year Ended December 31,
2025 2024 2023
REVENUE:
Rental income $ 410,493 $ 423,611 $ 419,373
Other property income 25,711 34,244 21,791
Total revenue 436,204 457,855 441,164
EXPENSES:
Rental expenses 124,601 123,503 118,801
Real estate taxes 44,994 44,224 45,156
General and administrative 37,841 35,468 35,960
Depreciation and amortization 127,312 125,461 119,500
Total operating expenses 334,748 328,656 319,417
Gain on sale of real estate 44,476 — —
OPERATING INCOME 145,932 129,199 121,747
Interest expense, net ( 78,120 ) ( 74,527 ) ( 64,706 )
Other income, net 3,558 18,147 7,649
NET INCOME 71,370 72,819 64,690
Net income attributable to restricted shares ( 852 ) ( 787 ) ( 761 )
Net income attributable to unitholders in the Operating Partnership ( 14,870 ) ( 15,234 ) ( 13,551 )
NET INCOME ATTRIBUTABLE TO AMERICAN ASSETS TRUST, INC. STOCKHOLDERS $ 55,648 $ 56,798 $ 50,378
EARNINGS PER COMMON SHARE, BASIC
Basic income attributable to common stockholders per share $ 0.92 $ 0.94 $ 0.84
Weighted average shares of common stock outstanding - basic 60,555,010 60,333,055 60,158,976
EARNINGS PER COMMON SHARE, DILUTED
Diluted income attributable to common stockholders per share $ 0.92 $ 0.94 $ 0.84
Weighted average shares of common stock outstanding - diluted 76,736,547 76,514,592 76,340,513
COMPREHENSIVE INCOME
Net income $ 71,370 $ 72,819 $ 64,690
Other comprehensive loss - unrealized loss on swap derivatives during the period ( 3,205 ) ( 2,748 ) ( 1,827 )
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 ( 1,031 ) ( 377 ) ( 1,149 )
Comprehensive income 67,134 68,349 61,714
Comprehensive income attributable to noncontrolling interest ( 13,975 ) ( 14,286 ) ( 12,917 )
Comprehensive income attributable to American Assets Trust, Inc. $ 53,159 $ 54,063 $ 48,797
The accompanying notes are an integral part of these consolidated financial statements.
F-8
American Assets Trust, Inc.
Consolidated Statements of Equity
(In Thousands, Except Share Data)
American Assets Trust, Inc. Stockholders' Equity Noncontrolling Interests - Unitholders in the Operating Partnership Total
Common Shares Additional Paid-in Capital Accumulated Dividends in Excess of Net Income Accumulated Other Comprehensive Income (Loss)
Shares Amount
Balance at December 31, 2022 60,718,653 $ 607 $ 1,461,201 $ ( 251,167 ) $ 10,624 $ ( 35,740 ) 1,185,525
Net income — — — 51,139 — 13,551 64,690
Issuance of restricted stock 300,889 3 ( 3 ) — — — —
Forfeiture of restricted stock ( 82,481 ) ( 1 ) 1 — — — —
Dividends declared and paid — — — ( 80,211 ) — ( 21,360 ) ( 101,571 )
Stock-based compensation — — 8,838 — — — 8,838
Shares withheld for employee taxes ( 41,275 ) — ( 831 ) — — — ( 831 )
Other comprehensive loss - change in value of interest rate swaps — — — — ( 1,437 ) ( 390 ) ( 1,827 )
Reclassification of amortization of forward-starting swaps included in interest expense — — — — ( 905 ) ( 244 ) ( 1,149 )
Balance at December 31, 2023 60,895,786 609 1,469,206 ( 280,239 ) 8,282 ( 44,183 ) 1,153,675
Net income — — — 57,585 — 15,234 72,819
Issuance of restricted stock 303,648 3 ( 3 ) — — — —
Forfeiture of restricted stock ( 10,397 ) — — — — — —
Dividends declared and paid — — — ( 81,685 ) — ( 21,683 ) ( 103,368 )
Stock-based compensation — — 7,110 — — — 7,110
Shares withheld for employee taxes ( 50,799 ) ( 1 ) ( 1,444 ) — — — ( 1,445 )
Other comprehensive loss - change in values 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 )
Balance at December 31, 2024 61,138,238 611 1,474,869 ( 304,339 ) 4,760 ( 51,580 ) 1,124,321
Net income — — — 56,500 — 14,870 71,370
Issuance of restricted stock 402,735 4 ( 4 ) — — — —
Forfeiture of restricted stock ( 27,261 ) — — — — — —
Dividends declared and paid — — — ( 83,247 ) — ( 22,007 ) ( 105,254 )
Stock-based compensation — — 7,397 — — — 7,397
Shares withheld for employee taxes ( 122,776 ) ( 1 ) ( 2,392 ) — — — ( 2,393 )
Other comprehensive loss - change in value of interest rate swaps — — — — ( 2,527 ) ( 678 ) ( 3,205 )
Reclassification of amortization of forward-starting swaps included in interest expense, net — — — — ( 814 ) ( 217 ) ( 1,031 )
Balance at December 31, 2025 61,390,936 $ 614 $ 1,479,870 $ ( 331,086 ) $ 1,419 $ ( 59,612 ) $ 1,091,205
The accompanying notes are an integral part of these consolidated financial statements.
F-9
American Assets Trust, Inc.
Consolidated Statements of Cash Flows
(In Thousands)
Year ended December 31,
2025 2024 2023
OPERATING ACTIVITIES
Net income $ 71,370 $ 72,819 $ 64,690
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred rent revenue and amortization of lease intangibles 920 ( 5,781 ) ( 7,239 )
Depreciation and amortization 127,312 125,461 119,500
Amortization of debt issuance costs and debt discounts 2,891 3,652 3,388
Provision for uncollectable rental income 540 1,517 1,439
Gain on sale of real estate ( 44,476 ) — —
Stock-based compensation expense 7,397 7,110 8,838
Settlement of treasury locks — ( 1,345 ) —
Other noncash interest expense, net ( 1,031 ) ( 377 ) ( 1,149 )
Other, net 3,233 1,161 266
Changes in operating assets and liabilities
Change in accounts receivable 726 ( 1,787 ) ( 870 )
Change in other assets ( 1,225 ) ( 1,266 ) ( 1,141 )
Change in accounts payable and accrued expenses ( 1,160 ) 5,577 765
Change in security deposits payable 931 140 181
Change in other liabilities and deferred credits ( 313 ) 225 83
Net cash provided by operating activities 167,115 207,106 188,751
INVESTING ACTIVITIES
Acquisition of real estate, net ( 67,879 ) — —
Capital expenditures ( 72,255 ) ( 70,205 ) ( 82,980 )
Proceeds from sale of real estate, net of selling costs 117,784 — —
Leasing commissions ( 8,165 ) ( 7,202 ) ( 6,907 )
Net cash used in investing activities ( 30,515 ) ( 77,407 ) ( 89,887 )
FINANCING ACTIVITIES
Proceeds from unsecured line of credit — 100,000 —
Repayment of unsecured line of credit — ( 100,000 ) ( 36,000 )
Proceeds from unsecured term loan — — 225,000
Repayment of unsecured term loan ( 225,000 ) — ( 150,000 )
Proceeds from unsecured notes payable — 523,273 —
Repayment of unsecured notes payable ( 100,000 ) ( 200,000 ) —
Debt issuance costs ( 250 ) ( 5,388 ) ( 2,145 )
Dividends paid to common stock and unitholders ( 105,254 ) ( 103,368 ) ( 101,571 )
Shares withheld for employee taxes ( 2,393 ) ( 1,445 ) ( 831 )
Net cash (used in) provided by financing activities ( 432,897 ) 213,072 ( 65,547 )
Net (decrease) increase in cash, cash equivalents ( 296,297 ) 342,771 33,317
Cash and cash equivalents, beginning of year 425,659 82,888 49,571
Cash and cash equivalents, end of year $ 129,362 $ 425,659 $ 82,888
The accompanying notes are an integral part of these consolidated financial statements.
F-10
American Assets Trust, L.P.
Consolidated Balance Sheets
(In Thousands, Except Unit Data)
December 31, December 31,
2025 2024
ASSETS
Real estate, at cost
Operating real estate $ 3,694,203 $ 3,449,009
Construction in progress 68,937 176,868
Held for development 487 487
3,763,627 3,626,364
Accumulated depreciation ( 1,144,259 ) ( 1,038,878 )
Net real estate 2,619,368 2,587,486
Cash and cash equivalents 129,362 425,659
Accounts receivable, net 7,407 6,905
Deferred rent receivables, net 84,642 88,059
Other assets, net 80,497 87,737
Real estate assets held for sale — 77,519
TOTAL ASSETS $ 2,921,276 $ 3,273,365
LIABILITIES AND CAPITAL
LIABILITIES:
Secured notes payable, net $ 74,849 $ 74,759
Unsecured notes payable, net 1,612,761 1,935,756
Accounts payable and accrued expenses 71,094 63,693
Security deposits payable 10,063 8,896
Other liabilities and deferred credits 61,304 62,588
Liabilities related to real estate assets held for sale — 3,352
Total liabilities 1,830,071 2,149,044
Commitments and contingencies (Note 12)
CAPITAL:
Limited partners' capital, 16,181,537 and 16,181,537 units issued and outstanding as of December 31, 2025 and December 31, 2024, respectively
( 60,522 ) ( 53,385 )
General partner's capital, 61,390,936 and 61,138,238 units issued and outstanding as of December 31, 2025 and December 31, 2024, respectively
1,149,398 1,171,141
Accumulated other comprehensive income 2,329 6,565
Total capital 1,091,205 1,124,321
TOTAL LIABILITIES AND CAPITAL $ 2,921,276 $ 3,273,365
The accompanying notes are an integral part of these consolidated financial statements.
F-11
American Assets Trust, L.P.
Consolidated Statements of Comprehensive Income
(In Thousands, Except Units and Per Unit Data)
Year Ended December 31,
2025 2024 2023
REVENUE:
Rental income $ 410,493 $ 423,611 $ 419,373
Other property income 25,711 34,244 21,791
Total revenue 436,204 457,855 441,164
EXPENSES:
Rental expenses 124,601 123,503 118,801
Real estate taxes 44,994 44,224 45,156
General and administrative 37,841 35,468 35,960
Depreciation and amortization 127,312 125,461 119,500
Total operating expenses 334,748 328,656 319,417
Gain on sale of real estate 44,476 — —
OPERATING INCOME 145,932 129,199 121,747
Interest expense, net ( 78,120 ) ( 74,527 ) ( 64,706 )
Other income, net 3,558 18,147 7,649
NET INCOME 71,370 72,819 64,690
Net income attributable to restricted shares ( 852 ) ( 787 ) ( 761 )
NET INCOME ATTRIBUTABLE TO AMERICAN ASSETS TRUST, L.P. $ 70,518 $ 72,032 $ 63,929
EARNINGS PER UNIT - BASIC
Earnings per unit, basic
$ 0.92 $ 0.94 $ 0.84
Weighted average units outstanding, basic 76,736,547 76,514,592 76,340,513
EARNINGS PER UNIT - DILUTED
Earnings per unit, diluted
$ 0.92 $ 0.94 $ 0.84
Weighted average units outstanding, diluted 76,736,547 76,514,592 76,340,513
DISTRIBUTIONS PER UNIT $ 1.36 $ 1.34 $ 1.32
COMPREHENSIVE INCOME
Net income $ 71,370 $ 72,819 $ 64,690
Other comprehensive loss - unrealized loss on swap derivatives during the period ( 3,205 ) ( 2,748 ) ( 1,827 )
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 ( 1,031 ) ( 377 ) ( 1,149 )
Comprehensive income 67,134 68,349 61,714
Comprehensive income attributable to Limited Partners ( 13,975 ) ( 14,286 ) ( 12,917 )
Comprehensive income attributable to General Partner $ 53,159 $ 54,063 $ 48,797
The accompanying notes are an integral part of these consolidated financial statements.
F-12
American Assets Trust, L.P.
Consolidated Statements of Partners' Capital
(In Thousands, Except Unit Data)
Limited Partners' Capital (1)
General Partner's Capital (2)
Accumulated Other Comprehensive Income (Loss) Total Capital
Units Amount Units Amount
Balance at December 31, 2022 16,181,537 $ ( 39,127 ) 60,718,653 $ 1,210,641 $ 14,011 $ 1,185,525
Net income — 13,551 — 51,139 — 64,690
Issuance of restricted units — — 300,889 — — —
Forfeiture of restricted units — — ( 82,481 ) — — —
Distributions — ( 21,360 ) — ( 80,211 ) — ( 101,571 )
Stock-based compensation — — — 8,838 — 8,838
Units withheld for employee taxes — — ( 41,275 ) ( 831 ) — ( 831 )
Other comprehensive loss - change in value of interest rate swaps — — — — ( 1,827 ) ( 1,827 )
Reclassification of amortization of forward starting swaps included in interest expense — — — — ( 1,149 ) ( 1,149 )
Balance at December 31, 2023 16,181,537 ( 46,936 ) 60,895,786 1,189,576 11,035 1,153,675
Net income — 15,234 — 57,585 — 72,819
Issuance of restricted units — — 303,648 — — —
Forfeiture of restricted units — — ( 10,397 ) — — —
Distributions — ( 21,683 ) — ( 81,685 ) — ( 103,368 )
Stock-based compensation — — — 7,110 — 7,110
Units withheld for employee taxes — — ( 50,799 ) ( 1,445 ) — ( 1,445 )
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 )
Balance at December 31, 2024 16,181,537 ( 53,385 ) 61,138,238 1,171,141 6,565 1,124,321
Net income — 14,870 — 56,500 — 71,370
Issuance of restricted units — — 402,735 — — —
Forfeiture of restricted units — — ( 27,261 ) — — —
Distributions — ( 22,007 ) — ( 83,247 ) — ( 105,254 )
Stock-based compensation — — — 7,397 — 7,397
Units withheld for employee taxes — — ( 122,776 ) ( 2,393 ) — ( 2,393 )
Other comprehensive loss - change in value of interest rate swaps — — — — ( 3,205 ) ( 3,205 )
Reclassification of amortization of forward-starting swaps included in interest expense, net — — — — ( 1,031 ) ( 1,031 )
Balance at December 31, 2025 16,181,537 $ ( 60,522 ) 61,390,936 $ 1,149,398 $ 2,329 $ 1,091,205
(1) Consists of limited partnership interests held by third parties.
(2) Consists of general and limited partnership interests held by American Assets Trust, Inc.
The accompanying notes are an integral part of these consolidated financial statements.
F-13
American Assets Trust, L.P.
Consolidated Statements of Cash Flows
(In Thousands)
Year Ended December 31,
2025 2024 2023
OPERATING ACTIVITIES
Net income $ 71,370 $ 72,819 $ 64,690
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred rent revenue and amortization of lease intangibles 920 ( 5,781 ) ( 7,239 )
Depreciation and amortization 127,312 125,461 119,500
Amortization of debt issuance costs and debt discounts 2,891 3,652 3,388
Provision for uncollectable rental income 540 1,517 1,439
Gain on sale of real estate ( 44,476 ) — —
Stock-based compensation expense 7,397 7,110 8,838
Settlement of treasury locks — ( 1,345 ) —
Other noncash interest expense, net ( 1,031 ) ( 377 ) ( 1,149 )
Other, net 3,233 1,161 266
Changes in operating assets and liabilities
Change in accounts receivable and deferred rent receivables 726 ( 1,787 ) ( 870 )
Change in other assets ( 1,225 ) ( 1,266 ) ( 1,141 )
Change in accounts payable and accrued expenses ( 1,160 ) 5,577 765
Change in security deposits payable 931 140 181
Change in other liabilities and deferred credits ( 313 ) 225 83
Net cash provided by operating activities 167,115 207,106 188,751
INVESTING ACTIVITIES
Acquisition of real estate, net ( 67,879 ) — —
Capital expenditures ( 72,255 ) ( 70,205 ) ( 82,980 )
Proceeds from sale of real estate, net of selling costs 117,784 — —
Leasing commissions ( 8,165 ) ( 7,202 ) ( 6,907 )
Net cash used in investing activities ( 30,515 ) ( 77,407 ) ( 89,887 )
FINANCING ACTIVITIES
Proceeds from unsecured line of credit — 100,000 —
Repayment of unsecured line of credit — ( 100,000 ) ( 36,000 )
Proceeds from unsecured term loan — — 225,000
Repayment of unsecured term loan ( 225,000 ) — ( 150,000 )
Proceeds from unsecured notes payable — 523,273 —
Repayment of unsecured notes payable ( 100,000 ) ( 200,000 ) —
Debt issuance costs ( 250 ) ( 5,388 ) ( 2,145 )
Distributions ( 105,254 ) ( 103,368 ) ( 101,571 )
Shares withheld for employee taxes ( 2,393 ) ( 1,445 ) ( 831 )
Net cash provided by (used in) financing activities ( 432,897 ) 213,072 ( 65,547 )
Net (decrease) increase in cash, cash equivalents ( 296,297 ) 342,771 33,317
Cash and cash equivalents, beginning of year 425,659 82,888 49,571
Cash and cash equivalents, end of year $ 129,362 $ 425,659 $ 82,888
The accompanying notes are an integral part of these consolidated financial statements.
F-14
American Assets Trust, Inc. and American Assets Trust, L.P.
Notes to Consolidated Financial Statements
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business and Organization
American Assets Trust, Inc. (which may be referred to in these financial statements as the “company,” “we,” “us,” or “our”) is a Maryland corporation formed on July 16, 2010 that did not have any operating activity until the consummation of our initial public offering (the “Offering”) and the related acquisition on January 19, 2011 of certain assets of a combination of entities whose assets included entities owned and/or controlled by Ernest S. Rady and his affiliates, including the Rady Trust, which in turn owned (1) controlling interests in entities owning 17 properties and the property management business of American Assets, Inc. and (2) noncontrolling interests in entities owning four properties. The company is the sole general partner of American Assets Trust, L.P., a Maryland limited partnership formed on July 16, 2010 (the “Operating Partnership”). The company's operations are carried on through our Operating Partnership and its subsidiaries, including our taxable REIT subsidiary. Since the formation of our Operating Partnership, the company has controlled our Operating Partnership as its general partner and has consolidated its assets, liabilities and results of operations.
We are a vertically integrated and self-administered REIT with 232 employees providing substantial in-house expertise in asset management, property management, property development, leasing, tenant improvement construction, acquisitions, repositioning, redevelopment and financing.
Any reference to the number of properties or units, square footage or acres, employees; or references to beneficial ownership interests, are unaudited and outside the scope of our independent registered public accounting firm's audit of our financial statements in accordance with the standards of the United States Public Company Accounting Oversight Board.
As of December 31, 2025, we owned or had a controlling interest in 31 office, retail, multifamily and mixed-use operating properties, the operations of which we consolidate. Additionally, as of December 31, 2025, we owned land at two of our properties that we classify as held for development and construction in progress. A summary of the properties owned by us is as follows:
Retail
Carmel Country Plaza Gateway Marketplace Hassalo on Eighth - Retail
Carmel Mountain Plaza Geary Marketplace
South Bay Marketplace The Shops at Kalakaua
Lomas Santa Fe Plaza Waikele Center
Solana Beach Towne Centre Alamo Quarry Market
Office
La Jolla Commons First & Main Timber Springs
Torrey Point Lloyd Portfolio Coastal Collection at Torrey Reserve (formerly known as Torrey Reserve Campus)
Solana Crossing City Center Bellevue
The Landmark at One Market 14Acres
One Beach Street Timber Ridge
Multifamily
Loma Palisades Hassalo on Eighth - Multifamily
Imperial Beach Gardens Genesee Park
Mariner's Point
Santa Fe Park RV Resort
Pacific Ridge Apartments
Mixed-Use
Waikiki Beach Walk Retail and Embassy Suites™ Hotel
Held for Development and Construction in Progress
Solana Crossing – Land
Lloyd Portfolio – Construction in Progress
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Basis of Presentation
Our consolidated financial statements include the accounts of the company, our Operating Partnership and our subsidiaries. The equity interests of other investors in our Operating Partnership are reflected as noncontrolling interests.
The company follows the Financial Accounting Standards Board (the “FASB”) guidance for determining whether an entity is a variable interest entity (“VIE”) and requires the performance of a qualitative rather than a quantitative analysis to determine the primary beneficiary of a VIE. Under this guidance, an entity would be required to consolidate a VIE if it has (i) the power to direct the activities that most significantly impact the entity’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. American Assets Trust, Inc. has concluded that the Operating Partnership is a VIE, and because American Assets Trust, Inc. has both the power and the rights to control the Operating Partnership, American Assets Trust, Inc. is the primary beneficiary and is required to continue to consolidate the Operating Partnership. Substantially all of the assets and liabilities of the company are related to the operating partnership VIE.
All intercompany transactions and balances are eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, referred to as “GAAP,” requires management to make estimates and assumptions that in certain circumstances affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and revenues and expenses. These estimates are prepared using management's best judgment, after considering past, current and expected events and economic conditions. Actual results could differ from these estimates.
Consolidated Statements of Cash Flows-Supplemental Disclosures
The following table provides supplemental disclosures related to the Consolidated Statements of Cash Flows (in thousands):
Year Ended December 31,
2025 2024 2023
Supplemental cash flow information
Total interest costs incurred $ 79,550 $ 82,030 $ 72,479
Interest capitalized $ 1,430 $ 7,503 $ 7,773
Interest expense, net $ 78,120 $ 74,527 $ 64,706
Cash paid for interest, net of amounts capitalized $ 79,272 $ 64,413 $ 62,003
Cash paid for income taxes $ 934 $ 1,247 $ 1,427
Supplemental schedule of noncash investing and financing activities
Accounts payable and accrued liabilities for construction in progress $ 19,874 $ 14,396 $ 16,103
Accrued leasing commissions $ 4,014 $ 2,197 $ 1,726
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Revenue Recognition and Accounts Receivable
Our leases with tenants are classified as operating leases. Substantially all such leases contain fixed rent escalations which occur at specified times during the term of the lease. Base rents are recognized on a straight-line basis from when the tenant controls the space through the term of the related lease, based on management's assessment of credit, collection and other business risks. When we determine that we are the owner of tenant improvements and the tenant has reimbursed us for a portion or all of the tenant improvement costs, we consider the amount paid to be additional rent, which is recognized on a straight-line basis over the term of the related lease. For first generation tenants, in instances in which we fund tenant improvements and the improvements are deemed to be owned by us, revenue recognition will commence when the improvements are substantially completed and possession or control of the space is turned over to the tenant. 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. Real estate tax and other cost reimbursements are recognized on an accrual basis over the periods in which the related expenditures are incurred.
Other property income includes parking income, general excise tax billed to tenants and fees charged to tenants at our multifamily properties. Other property income is recognized when we satisfy performance obligations as evidenced by the transfer of control of our services to customers. We measure other property income based on the amount of consideration we expect to be entitled to in exchange for the services provided. We recognize general excise tax gross, with the amounts billed to tenants and customers recorded in other property income and the related taxes paid as rental expense. The general excise tax included in other property income was $ 3.7 million, $ 3.8 million and $ 3.7 million for the years ended December 31, 2025, 2024 and 2023, respectively. For a tenant to terminate its lease agreement prior to the end of the agreed term, we may require that they pay a fee to cancel the lease agreement. Lease termination fees for which the tenant has relinquished control of the space are generally recognized on the later of the termination date or the satisfaction of all conditions precedent to the lease termination, including, without limitation, payment of all lease termination fees. When a lease is terminated early but the tenant continues to control the space under a modified lease agreement, the lease termination fee is generally recognized evenly over the remaining term of the modified lease agreement.
Current accounts receivable from tenants primarily relate to contractual minimum rent and percentage rent as well as real estate tax and other cost reimbursements. Accounts receivable from straight-line rent is typically longer term in nature and relates to the cumulative amount by which straight-line rental income recorded to date exceeds cash rents billed to date under the contractual lease agreement.
Hotel revenue recognized at Waikiki Beach Walk Embassy Suites™ Hotel is in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers,” and is included within rental income on the statement of comprehensive income.
We recognize revenue on the hotel portion of our mixed-use property from the rental of hotel rooms and guest services when we satisfy performance obligations as evidenced by the transfer of control when the rooms are occupied and services have been provided. Food and beverage sales are recognized when the customer has been served or at the time the transaction occurs. Revenue from room rental is included in rental revenue on the statement of comprehensive income. Revenue from other sales and services provided is included in other property income on the statement of comprehensive income.
The company recognizes hotel revenue when earned. Revenues are recorded net of any sales, general excise or transient accommodations occupancy tax collected from the company’s guests. Additionally, some of the company’s hotel rooms are booked through independent internet travel intermediaries. If the guest pays the independent internet travel intermediary directly, revenue for the room is booked by the company at the price the company sold the room to the independent internet travel intermediary, less any discount or commission paid. If the guest pays the company directly, revenue for the room is booked by the company on a gross basis. The company participates in frequent guest programs sponsored by the brand owners of the company’s hotel and the company expenses the charges associated with those programs, as incurred.
Room revenue is generated through contracts with customers whereby the customer agrees to pay a daily rate for the right to use a hotel room. The company’s contract performance obligations are fulfilled at the end of each day the room is provided to the customer and revenue is recognized daily at the contract rate. The company records contract liabilities in the form of advanced deposits when a customer or group of customers provides a deposit for a future stay at the company’s hotel. Advanced deposits for room revenue are included in the balance of other liabilities on the consolidated balance sheets and are recognized as revenue at the time of the guest’s stay.
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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, 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. If we change our conclusion regarding the probability of collecting rent payments required by a lessee, we may recognize an adjustment to rental income in the period we make a change to our prior conclusion.
At December 31, 2025 and December 31, 2024, our allowance for doubtful accounts was $ 1.3 million and $ 2.0 million, respectively. Total collectability related adjustments for rental income, which includes the allowance for doubtful accounts and deferred rent receivables, was $ 0.6 million, $ 1.5 million and $ 1.5 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Real Estate
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 years 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. 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 the contractual termination of its lease, the undepreciated balance of any tenant improvements are written off if they are replaced or have no future value. For the years ended December 31, 2025, 2024 and 2023, real estate depreciation expense was $ 113.1 million, $ 111.7 million and $ 106.3 million, respectively.
Acquisitions of properties are accounted for in accordance with the authoritative accounting guidance on acquisitions and business combinations. Our methodology of allocating the cost of acquisitions to assets acquired and liabilities assumed is based on estimated fair values, replacement cost and appraised values. When we acquire operating real estate properties, the purchase price is allocated to land and buildings, intangibles such as in-place leases, and to current assets and liabilities acquired, if any. Such valuations include a consideration of the noncancelable terms of the respective leases as well as any applicable renewal periods. The fair values associated with below market renewal options are determined based on a review of several qualitative and quantitative factors on a lease-by-lease basis at acquisition to determine whether it is probable that the tenant would exercise its option to renew the lease agreement. These factors include: (1) the type of tenant in relation to the property it occupies, (2) the quality of the tenant, including the tenant's long term business prospects and (3) whether the fixed rate renewal option was sufficiently lower than the fair rental of the property at the date the option becomes exercisable such that it would appear to be reasonably assured that the tenant would exercise the option to renew. The value allocated to in-place leases is amortized over the related lease term and reflected as depreciation and amortization in the statement of comprehensive income.
The value of above and below market leases associated with the original noncancelable lease terms are amortized to rental income over the terms of the respective noncancelable lease periods and are reflected as either an increase (for below market leases) or a decrease (for above market leases) to rental income in the statement of comprehensive income. The value of the leases associated with below market lease renewal options that are likely to be exercised are amortized to rental income over the respective renewal periods. If a tenant vacates its space prior to contractual termination of its lease or the lease is not renewed, the unamortized balance of any in-place lease value is written off to rental income and amortization expense.
Transaction costs related to the acquisition of a business, such as broker fees, transfer taxes, legal, accounting, valuation, and other professional and consulting fees, are expensed as incurred and included in “general and administrative expenses” in our consolidated statements of comprehensive income. For asset acquisitions not meeting the definition of a business, transaction costs are capitalized as part of the acquisition cost.
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Capitalized Costs
We capitalize certain costs related to the development and redevelopment of real estate including pre-construction costs, real estate taxes, insurance and construction costs and salaries and related costs of personnel directly involved. Additionally, we capitalize interest costs related to development and significant redevelopment activities. Capitalization of these costs begins when the activities and related expenditures commence and cease when the project is substantially complete and ready for its intended use, at which time the project is placed in service and depreciation commences. Additionally, we make estimates as to the probability of certain development and redevelopment projects being completed. If we determine that the completion of development or redevelopment is no longer probable, we expense all capitalized costs which are not recoverable.
Impairment of Long Lived Assets
We review 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. Impairment is recognized on properties held for use when the expected undiscounted cash flows for a property are less than its carrying amount at which time the property is written-down to fair value. Properties held for sale are recorded at the lower of the carrying amount or the expected sales price less costs to sell. Accordingly, the reduction of estimated future cash flows could result in the recognition of an impairment charge on certain of our long-lived assets. Management has not identified indicators that the value of our real estate investments was impaired at December 31, 2025 or December 31, 2024. There were no impairment charges during the years ended December 31, 2025, 2024 and 2023.
Financial Instruments
The estimated fair values of financial instruments are determined using available market information and appropriate valuation methods. Considerable judgment is necessary to interpret market data and develop estimated fair values. The use of different market assumptions or estimation methods may have a material effect on the estimated fair value amounts. Accordingly, estimated fair values are not necessarily indicative of the amounts that could be realized in current market exchanges.
Derivative Instruments
At times, we may use derivative instruments to manage exposure to variable interest rate risk. We may enter into interest rate swaps to manage our exposure to variable interest rate risk. If and when we enter into derivative instruments, we ensure that such instruments qualify as cash flow hedges and would not enter into derivative instruments for speculative purposes.
Any interest rate swaps associated with our cash flow hedges are recorded at fair value on a recurring basis. 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 accumulated other comprehensive income (loss) and is subsequently reclassified into interest expense as interest is incurred on the related variable rate debt. Our cash flow hedges become ineffective if critical terms of the hedging instrument and the debt instrument do not perfectly match such as notional amounts, settlement dates, reset dates, calculation period and LIBOR or Secured Overnight Financing Rate. In addition, we evaluate the default risk of the counterparty by monitoring the credit worthiness of the counterparty. When ineffectiveness exists, the ineffective portion of changes in fair value of the interest rate swaps associated with our cash flow hedges is recognized in earnings in the period affected. See the discussion under Note 8 for certain quantitative details related to interest rate swaps and for a discussion on how we value derivative financial instruments.
Cash and Cash Equivalents
We define cash and cash equivalents as cash on hand, demand deposits with financial institutions and short term liquid investments with an initial maturity of less than 3 months. Cash balances in individual banks may exceed the federally insured limit of $250,000 by the Federal Deposit Insurance Corporation (the “FDIC”). No losses have been experienced related to such accounts. At December 31, 2025 and December 31, 2024, we had $ 76.1 million and $ 350.7 million, respectively, in excess of the FDIC insured limit. At December 31, 2025 and December 31, 2024, we had $ 46.1 million and $ 71.2 million, respectively, in money market funds that are not FDIC insured.
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Restricted Cash
Restricted cash consists of amounts held by lenders to provide for future real estate tax expenditures, insurance expenditures and reserves for capital improvements. As of December 31, 2025 and 2024, we had no restricted cash.
Other Assets
Other assets consist primarily of lease costs, lease incentives, acquired in-place leases and acquired above market leases. Capitalized lease costs are direct costs incurred which were essential to originate a lease and would not have been incurred had the leasing transaction not taken place and include third-party commissions related to obtaining a lease. Capitalized lease costs are amortized over the life of the related lease and included in depreciation and amortization expense on the statement of comprehensive income. If a tenant vacates its space prior to the contractual termination of its lease, the unamortized balance of any lease costs are written off. We view these lease costs as part of the up-front initial investment we made in order to generate a long-term cash inflow. Therefore, we classify cash outflows for lease costs as an investing activity in our consolidated statements of cash flows.
Variable Interest Entities
Certain entities that do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties or in which equity investors do not have the characteristics of a controlling financial interest qualify as VIEs. VIEs are required to be consolidated by their primary beneficiary. The primary beneficiary of a VIE is the party that has a controlling interest in the VIE. 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, 2025 and December 31, 2024 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 performance and market-based restricted stock awards in December 2023 (the “2023 grant”), December 2024 (the “2024 grant”), and December 2025 (the “2025 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.
Modifications of stock-based compensation awards are treated as an exchange of the original award for a new award with the resulting total compensation cost equal to the grant-date fair value of the original award plus the incremental value of the modification to the award. 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.
Deferred Compensation
Our Operating Partnership has adopted the American Assets Trust Executive Deferral Plan V (“EDP V”) and the American Assets Trust Executive Deferral Plan VI (“EDP VI”). These plans were adopted by our Operating Partnership as successor plans to those deferred compensation plans maintained by American Assets, Inc. (“AAI”) in which certain employees of AAI, who were transferred to us in connection with the Offering (the “Transferred Participants”), participated prior to the Offering. EDP V and EDP VI contain substantially the same terms and conditions as these predecessor plans. AAI transferred to our Operating Partnership the Transferred Participants' account balances under the predecessor plans. These transferred account balances represent amounts deferred by the Transferred Participants prior to the Offering while they were employed by AAI.
At the time eligible participants defer compensation, we record compensation cost and a corresponding deferred compensation plan liability, which is included in other liabilities and deferred credits on our consolidated balance sheets. This liability is adjusted to fair value at the end of each accounting period based on the performance of the benchmark funds selected by each participant, and the impact of adjusting the liability to fair value is recorded as an increase or decrease to compensation cost.
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Income Taxes
We elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”), commencing with the taxable year ended December 31, 2011. To maintain our qualification as a REIT, we are required to distribute at least 90 % of our REIT taxable income to our stockholders and meet the various other requirements imposed by the Code relating to such matters as operating results, asset holdings, distribution levels and diversity of stock ownership. Provided we maintain our qualification for taxation as a REIT, we are generally not subject to corporate level income tax on the earnings distributed currently to our stockholders. If we fail to maintain our qualification as a REIT in any taxable year, and are unable to avail ourselves of certain savings provisions set forth in the Code, all of our taxable income would be subject to regular U.S. federal income tax. We are subject to certain state and local income taxes.
We, together with one of our subsidiaries, have elected to treat such subsidiary as a taxable REIT subsidiary (a “TRS”) for federal income tax purposes. Certain activities that we undertake must be conducted by a TRS, such as non-customary services for our tenants, and holding assets that we cannot hold directly. A TRS is subject to federal and state income taxes.
Segment Information
Segment information is prepared on the same basis that our management reviews information for operational decision-making purposes. We operate in four reportable segments: the acquisition, redevelopment, ownership and management of office real estate, retail real estate, multifamily real estate and mixed-use real estate. The products for our retail segment primarily include rental of retail space and other tenant services, including tenant reimbursements, parking and storage space rental. The products for our office segment primarily include rental of office space and other tenant services, including tenant reimbursements, parking and storage space rental. The products for our multifamily segment include rental of apartments and other tenant services. 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.
Recent Accounting Pronouncements
In December 2023, the FASB issued Accounting Standards Update (“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 adopted ASU 2023-09 during the year ended December 31, 2025. The adoption has no material impact on our consolidated financial statements or related 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.
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NOTE 2. REAL ESTATE
A summary of our real estate investments is as follows (in thousands):
Retail Office Multifamily Mixed-Use Total
December 31, 2025
Land $ 226,899 $ 297,947 $ 99,793 $ 76,635 $ 701,274
Buildings 449,400 1,525,289 446,092 131,884 2,552,665
Land improvements 44,162 19,526 9,947 2,606 76,241
Tenant improvements 82,203 263,064 — 2,729 347,996
Furniture, fixtures, and equipment
789 7,693 12,972 13,142 34,596
Construction in progress (1)
3,449 42,382 4,272 752 50,855
806,902 2,155,901 573,076 227,748 3,763,627
Accumulated depreciation ( 337,169 ) ( 568,585 ) ( 166,913 ) ( 71,592 ) ( 1,144,259 )
Net real estate $ 469,733 $ 1,587,316 $ 406,163 $ 156,156 $ 2,619,368
December 31, 2024
Land $ 226,899 $ 297,947 $ 72,668 $ 76,635 $ 674,149
Buildings 446,775 1,407,244 407,297 130,594 2,391,910
Land improvements 40,658 16,779 8,515 2,606 68,558
Tenant improvements 78,126 240,099 — 3,020 321,245
Furniture, fixtures, and equipment
629 6,241 12,273 13,019 32,162
Construction in progress (1)
3,302 132,742 1,685 611 138,340
796,389 2,101,052 502,438 226,485 3,626,364
Accumulated depreciation ( 318,352 ) ( 503,594 ) ( 151,422 ) ( 65,510 ) ( 1,038,878 )
Net real estate (2)
$ 478,037 $ 1,597,458 $ 351,016 $ 160,975 $ 2,587,486
(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.
(2) Excludes net real estate assets held for sale
Acquisitions
On February 28, 2025, we acquired Genesee Park in San Diego, California, consisting of a 192 -unit apartment community. The purchase price was $ 67.9 million , excluding closing costs of approximately $ 0.1 million.
The property was acquired using cash on hand, primarily from the proceeds received on the sale of Del Monte Center on February 25, 2025.
The financial information set forth below summarizes the company’s purchase price allocation for Genesee Park during the year ended December 31, 2025 (in thousands):
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Genesee Park
Land $ 27,125
Building 38,101
Land improvements 1,156
Furniture, fixtures, and equipment 274
Total real estate 66,656
Lease intangibles 1,373
Prepaid expenses and other assets 114
Assets acquired $ 68,143
Security deposits payable ( 236 )
Other liabilities and deferred credits ( 28 )
Liabilities assumed $ ( 264 )
The value allocated to lease intangibles is amortized over six-months as depreciation and amortization expense in the statement of comprehensive income, which is fully amortized as of December 31, 2025.
The following table summarizes the operating results for Genesee Park included in the company's historical consolidated statement of operations for the period of acquisition through December 31, 2025 (in thousands):
Genesee Park
Revenues $ 3,909
Operating expenses 5,021
Operating loss ( 1,112 )
Other income, net 2
Net income attributable to American Assets Trust, Inc. $ ( 1,110 )
Dispositions
On February 25, 2025, we sold Del Monte Center, which is located in Monterey, California and was previously included in our retail segment. The sale price of this property was $ 123.5 million, less closing costs and prorations, resulting in net proceeds of approximately $ 117.8 million. Accordingly, we recorded a gain on sale of approximately $ 44.5 million for the year ended December 31, 2025.
NOTE 3. ACQUIRED IN-PLACE LEASES AND ABOVE/BELOW MARKET LEASES
The following summarizes our acquired lease intangibles, which are included in other assets and other liabilities and deferred credits (in thousands):
December 31, 2025 December 31, 2024
In-place leases $ 48,489 $ 49,813
Accumulated amortization ( 38,280 ) ( 35,798 )
Above market leases 432 432
Accumulated amortization ( 429 ) ( 403 )
Acquired lease intangible assets, net $ 10,212 $ 14,044
Below market leases $ 38,446 $ 42,420
Accumulated accretion ( 27,523 ) ( 29,344 )
Acquired lease intangible liabilities, net $ 10,923 $ 13,076
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The value allocated to in-place leases is amortized over the related lease term as depreciation and amortization expense in the statement of comprehensive income. Above and below market leases are amortized over the related lease term as additional rental income for below market leases or a reduction of rental income for above market leases in the statement of comprehensive income. Rental income (loss) includes net amortization from acquired above and below market leases of $ 2.1 million, $ 2.7 million and $ 3.1 million in 2025, 2024 and 2023, respectively. The remaining weighted-average amortization period as of December 31, 2025, is 3.8 years, 0.2 years and 12.6 years for in-place leases, above market leases and below market leases, respectively. Below market leases include $ 4.5 million related to below market renewal options, and the weighted-average period prior to the commencement of the renewal options is 11.3 years.
Increases (decreases) in net income as a result of amortization of our in-place leases, above market leases and below market leases are as follows (in thousands):
Year Ended December 31,
2025 2024 2023
Amortization of in-place leases $ ( 5,180 ) $ ( 4,583 ) $ ( 4,928 )
Amortization of above market leases ( 26 ) ( 38 ) ( 41 )
Amortization of below market leases 2,153 2,721 3,127
$ ( 3,053 ) $ ( 1,900 ) $ ( 1,842 )
As of December 31, 2025, the amortization for acquired leases during the next five years and thereafter, assuming no early lease terminations, is as follows (in thousands):
In-Place
Leases Above Market
Leases Below Market
Leases
Year Ending December 31,
2026 $ 3,227 $ 3 $ 1,559
2027 3,009 — 1,278
2028 2,801 — 1,011
2029 773 — 661
2030 73 — 455
Thereafter 326 — 5,958
$ 10,209 $ 3 $ 10,923
NOTE 4. FAIR VALUE OF FINANCIAL INSTRUMENTS
A fair value measurement is based on the assumptions that market participants would use in pricing an asset or liability. The hierarchy for inputs used in measuring fair value is as follows:
1. Level 1 Inputs—quoted prices in active markets for identical assets or liabilities
2. Level 2 Inputs—observable inputs other than quoted prices in active markets for identical assets and liabilities
3. Level 3 Inputs—unobservable inputs
The carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities are reasonable estimates of fair value, using Level 1 inputs, because of the short-term nature of these instruments. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement.
We measure the fair value of our deferred compensation liability, which is included in other liabilities and deferred credits on the consolidated balance sheet, on a recurring basis using Level 2 inputs. We measure the fair value of this liability based on prices provided by independent market participants that are based on observable inputs using market-based valuation techniques.
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The fair value of the interest rate swap agreements are based on the estimated amounts we would receive or pay to terminate the contract at the reporting date and are determined using interest rate pricing models and interest rate related observable inputs. The changes in the fair value of the derivatives that are designated as cash flow hedges are being recorded in accumulated other comprehensive income (loss) and will be subsequently reclassified into earnings during the period in which the hedged forecasted transaction affects earnings.
We incorporate credit valuation adjustments to appropriately reflect both our own non-performance risk and the respective counterparty’s non-performance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of non-performance risk, we considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.
Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of December 31, 2025 we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative position and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivative. As a result, we have determined that our derivative valuation in its entirety is classified in Level 2 of the fair value hierarchy.
A summary of our financial liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy is as follows (in thousands):
December 31, 2025 December 31, 2024
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Deferred compensation liability $ — $ 3,380 $ — $ 3,380 $ — $ 2,968 $ — $ 2,968
Interest rate swap asset $ — $ 2,011 $ — $ 2,011 $ — $ 5,215 $ — $ 5,215
Interest rate swap liability $ — $ — $ — $ — $ — $ — $ — $ —
The fair value of our secured notes payable and unsecured notes payable is sensitive to fluctuations in interest rates. Discounted cash flow analysis (Level 2) is generally used to estimate the fair value of our mortgages and notes payable, using rates ranging from 5.8 % to 6.8 %.
Considerable judgment is necessary to estimate the fair value of financial instruments. The estimates of fair value presented herein are not necessarily indicative of the amounts that could be realized upon disposition of the financial instruments. The carrying values of our line of credit and term loan set forth below are deemed to be at fair value since the outstanding debt is directly tied to monthly SOFR contracts. A summary of the carrying amount and fair value of our financial instruments, all of which are based on Level 2 inputs, is as follows (in thousands):
December 31, 2025 December 31, 2024
Carrying Value Fair Value Carrying Value Fair Value
Secured notes payable $ 74,849 $ 74,728 $ 74,759 $ 74,231
Unsecured term loan $ 99,869 $ 100,000 $ 324,739 $ 325,000
Unsecured senior guaranteed notes $ 499,437 $ 483,339 $ 599,172 $ 571,543
Senior unsecured notes, net $ 1,013,455 $ 989,549 $ 1,011,845 $ 959,234
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NOTE 5. OTHER ASSETS
Other assets consist of the following (in thousands):
December 31, 2025 December 31, 2024
Leasing commissions, net of accumulated amortization of $ 56,094 and $ 51,068 , respectively
$ 36,223 $ 34,862
Interest rate swap asset
2,011 5,215
Acquired above market leases, net 3 29
Acquired in-place leases, net 10,209 14,015
Lease incentives, net of accumulated amortization of $ 1,239 and $ 1,171 , respectively
2,110 1,760
Other intangible assets, net of accumulated amortization of $ 2,361 and $ 2,062 , respectively
1,489 1,560
Debt issuance costs on line of credit, net of accumulated amortization of $ 2,591 and $ 1,943 , respectively
250 648
Right-of-use lease asset, net 17,246 18,993
Prepaid expenses, deposits and other 10,956 10,655
Total other assets $ 80,497 $ 87,737
Lease incentives are amortized over the term of the related lease and included as a reduction of rental income in the statement of comprehensive income.
NOTE 6. OTHER LIABILITIES AND DEFERRED CREDITS
Other liabilities and deferred credits consist of the following (in thousands):
December 31, 2025 December 31, 2024
Acquired below market leases, net $ 10,923 $ 13,076
Prepaid rent and deferred revenue 20,670 17,408
Straight-line rent liability 6,880 7,692
Deferred compensation 3,380 2,968
Deferred tax liability 638 781
Lease liability 18,774 20,638
Other liabilities 39 25
Total other liabilities and deferred credits, net $ 61,304 $ 62,588
Straight-line rent liability relates to leases which have rental payments that decrease over time or one-time upfront payments for which the rental revenue is deferred and recognized on a straight-line basis.
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NOTE 7. DEBT
Debt of American Assets Trust, Inc.
American Assets Trust, Inc. does not hold any indebtedness. All debt is held directly or indirectly by the Operating Partnership; however, American Assets Trust, Inc. 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.
Secured notes payable
The following is a summary of the Operating Partnership's total secured notes payable outstanding as of December 31, 2025 and December 31, 2024 (in thousands):
Description of Debt Principal Balance as of Stated Interest Rate Stated Maturity Date
December 31, 2025 December 31, 2024 as of December 31, 2025
City Center Bellevue (1)
$ 75,000 $ 75,000 5.08 % October 1, 2027
75,000 75,000
Debt issuance costs, net of accumulated amortization of $ 723 and $ 632 , respectively
( 151 ) ( 241 )
Total Secured Notes Payable $ 74,849 $ 74,759
(1) Interest only.
The Operating Partnership has provided a carve-out guarantee on the mortgage at City Center Bellevue. Certain loans require the Operating Partnership to comply with various financial covenants. As of December 31, 2025, the Operating Partnership was in compliance with these financial covenants.
Unsecured notes payable
The following is a summary of the Operating Partnership's total unsecured notes payable outstanding as of December 31, 2025 and December 31, 2024 (in thousands):
Description of Debt Principal Balance as of Stated Interest Rate Stated Maturity Date
December 31, 2025 December 31, 2024 as of December 31, 2025
Term Loan A $ 100,000 $ 100,000 Variable (1)
January 5, 2027
Term Loan B — 150,000 Variable (3)
January 5, 2025 (2)
Term Loan C — 75,000 Variable (3)
January 5, 2025 (2)
Senior Guaranteed Notes, Series C — 100,000 4.50 % April 1, 2025 (4)
Senior Guaranteed Notes, Series D 250,000 250,000 4.29 % (5)
March 1, 2027
Senior Guaranteed Notes, Series E 100,000 100,000 4.24 % (6)
May 23, 2029
Senior Guaranteed Notes, Series G 150,000 150,000 3.91 % (7)
July 30, 2030
3.375 % Senior Unsecured Notes
500,000 500,000 3.38 % February 1, 2031
6.150 % Senior Notes
525,000 525,000 6.15 % (8)
October 1, 2034
1,625,000 1,950,000
Debt discount and issuance costs, net of accumulated amortization of $ 8,720 and $ 9,890 , respectively
( 12,239 ) ( 14,244 )
Total Unsecured Notes Payable $ 1,612,761 $ 1,935,756
(1) The Operating Partnership has entered into two interest rate swap agreements that are intended to fix the interest rate associated with Term Loan A at approximately 2.70 % through its maturity date, subject to adjustments based on our consolidated leverage ratio.
(2) On January 2, 2025, we repaid the entirety of Term Loan B and Term Loan C.
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(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.
(4) The Senior C Notes were prepaid in full on February 3, 2025, without penalty or premium.
(5) 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. The forward-starting interest swap rate contracts were deemed to be highly effective cash flow hedges, accordingly, the effective interest rate is approximately 3.87 % per annum.
(6) The Operating Partnership entered into a treasury lock contract on April 25, 2017, which was settled on May 11, 2017 at a gain of approximately $ 0.7 million. The treasury lock contract was deemed to be a highly effective cash flow hedge, accordingly, the effective interest rate is approximately 4.18 % per annum.
(7) The Operating Partnership entered into a treasury lock contract on June 20, 2019, which was settled on July 17, 2019 at a gain of approximately $ 0.5 million. 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.
(8) 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, 2025 are as follows (in thousands):
2026 $ —
2027 425,000
2028 —
2029 100,000
2030 150,000
Thereafter 1,025,000
$ 1,700,000
Senior Notes
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. The 3.375 % Senior Notes were priced at 98.935 % of the principal amount with a yield to maturity of 3.502 %. 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 are intended to 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 %,
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• 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, 2025, the Operating Partnership was in compliance with all then in-place 3.375 % Senior Notes and 6.15 % Senior Notes covenants.
Senior Guaranteed Notes
On October 31, 2014, the Operating Partnership entered into a note purchase agreement (the “Note Purchase Agreement”) with a group of institutional purchasers that provided for the private placement of an aggregate of $ 350 million of senior guaranteed notes, of which (i) $ 150 million are designated as 4.04 % Senior Guaranteed Notes, Series A, due October 31, 2021 (the “Series A Notes”), (ii) $ 100 million are designated as 4.45 % Senior Guaranteed Notes, Series B, due February 2, 2025 (the “Series B Notes”) and (iii) $ 100 million are designated as 4.50 % Senior Guaranteed Notes, Series C, due April 1, 2025 (the “Series C Notes”). The Series A Notes were issued on October 31, 2014, the Series B Notes were issued on February 2, 2015 and the Series C Notes were issued on April 2, 2015. The Series A Notes, the Series B Notes and the Series C Notes will pay interest quarterly on the last day of January, April, July and October until their respective maturities. 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”). The Series D Notes were issued on March 1, 2017 and pay interest quarterly on the last day of January, April, July and October until their respective maturities.
On May 23, 2017, the Operating Partnership entered into a Note Purchase Agreement for the private placement of $ 100 million of 4.24 % Senior Guaranteed Notes, Series E, due May 23, 2029 (the “Series E Notes”). The Series E Notes were issued on May 23, 2017 and pay interest semi-annually on the 23rd of May and November until their respective maturities.
On July 19, 2017, the Operating Partnership entered into a Note Purchase Agreement for the private placement of $ 100 million of 3.78 % Senior Guaranteed Notes, Series F, due July 19, 2024 (the “Series F Notes”). 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 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 D Notes and Series E 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.
The Note Purchase Agreements contain a number of customary financial covenants, including, without limitation, tangible net worth thresholds, secured and unsecured leverage ratios and fixed charge coverage ratios. Subject to the terms of the Note Purchase Agreement and the Notes, upon certain events of default, including, but not limited to, (i) a default in the payment of any principal, Make-Whole Amount or interest under the Notes, and (ii) a default in the payment of certain other indebtedness by us or our subsidiaries, the principal, accrued and unpaid interest, and the Make-Whole Amount on the outstanding Notes will become due and payable at the option of the purchasers.
The Operating Partnership's obligations under the Notes are fully and unconditionally guaranteed by the Operating Partnership and certain of the Operating Partnership's subsidiaries.
Certain loans require the Operating Partnership to comply with various financial covenants, including the maintenance of minimum debt coverage ratios. As of December 31, 2025, the Operating Partnership was in compliance with all loan covenants.
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Third Amended and Restated Credit Facility
On January 5, 2022, the Operating Partnership entered into the third amended and restated credit facility (the “Third Amended and Restated Credit Facility”) , which amended and restated our then-existing credit facility. The Third Amended and Restated Credit Facility provides for aggregate, unsecured borrowings of up to $ 500 million, consisting of a revolving line of credit of $ 400 million (the “Revolver Loan”) and a term loan of $ 100 million (“Term Loan A”). The Revolver Loan was initially scheduled to mature on January 5, 2026, subject to two , six-month extension options. On November 13, 2025, we exercised the first of the extension options, which extended the maturity date to July 5, 2026, subject to our option to extend the Revolver Loan for one additional six-month period. Term Loan A matures on January 5, 2027, with no further extension options. As of December 31, 2025, the entirety of the principal amount of Term Loan A was outstanding, there were no amounts outstanding under the Revolver Loan, and the Operating Partnership had incurred approximately $ 0.25 million of net debt issuance costs which are recorded in other assets, net on the consolidated balance sheet. For the year ended December 31, 2025, the weighted average interest rate on the Revolver Loan was 5.45 %.
Borrowings under the Third Amended and Restated Credit Agreement bear interest at floating rates equal to, at the Operating Partnership’s option, either (1) the applicable SOFR, plus the applicable SOFR Adjustment and a spread which ranges from (a) 1.05 %- 1.50 % (with respect to the Revolver Loan) and (b) 1.20 % to 1.70 % (with respect to Term Loan A), in each case based on our consolidated leverage ratio, or (2) a base rate equal to the highest of (a) the prime rate, (b) the federal funds rate plus 50 bps, (c) the Term SOFR Screen Rate with a term of one month plus 100 bps and (d) 1.00 %, plus a spread which ranges from (i) 0.10 %- 0.50 % (with respect to the Revolver Loan) and (ii) 0.20 % to 0.70 % (with respect to Term Loan A), in each case based on our consolidated leverage ratio. On January 14, 2022, the Operating Partnership entered into an interest rate swap agreement intended to fix the interest rate associated with the Term Loan A at approximately 2.70 % through January 5, 2027, subject to adjustments based on our consolidated leverage ratio.
The Third Amended and Restated Credit Facility includes a number of customary financial covenants, including:
• A maximum leverage ratio (defined as total indebtedness net of certain cash and cash equivalents to total asset value) of 60 %,
• A maximum secured leverage ratio (defined as total secured debt to secured total asset value) of 40 %,
• A minimum fixed charge coverage ratio (defined as consolidated earnings before interest, taxes, depreciation and amortization to consolidated fixed charges) of 1.50 x,
• A minimum unsecured interest coverage ratio of 1.75 x,
• A maximum unsecured leverage ratio of 60 %, and
• Recourse indebtedness at any time cannot exceed 15 % of total asset value.
The Third Amended and Restated Credit Facility also provides that our annual distributions may not exceed the greater of (1) 95 % of our FFO or (2) the amount required for us to (a) qualify and maintain our REIT status and (b) avoid the payment of federal or state income or excise tax. If certain events of default exist or would result from a distribution, we may be precluded from making distributions other than those necessary to qualify and maintain our status as a REIT.
As of December 31, 2025, the Operating Partnership was in compliance with all then in-place Third Amended and Restated Credit Facility covenants.
Amended and Restated Term Loan Agreement
On January 5, 2023, we entered into the amended and restated term loan agreement he (the “Amended and Restated Term Loan Agreement”), which amended and restated our then-existing term loan agreement. The Amended and Restated Term Loan Agreement provides to the Operating Partnership a term loan of $ 150 million (“Term Loan B”) and a term loan of $ 75 million (“Term Loan C”), each maturing on January 5, 2025, with one , twelve-month extension option, subject to certain conditions. On January 2, 2025, we repaid the entirety of Term Loan B and Term Loan C.
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NOTE 8. DERIVATIVE AND HEDGING ACTIVITIES
Our objectives in using derivatives are to add stability to interest expense and to manage exposure to interest rate movement. To accomplish these objectives, we use interest rate swaps as part of our interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for us making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.
The following is a summary of the terms of the interest rate swaps as of December 31, 2025 (dollars in thousands):
Swap Counterparty Notional Amount Effective Date Maturity Date Fair Value
Bank of America, N.A. $ 50,000 1/14/2022 1/5/2027 $ 1,004
Wells Fargo Bank, N.A. $ 50,000 1/14/2022 1/5/2027 $ 1,007
These forward-starting interest rate swap contracts are designed to fix the effective interest rates (1) associated with Term Loan A at 2.70 % through its maturity date, subject to adjustments based on our consolidated leverage ratio, (2) associated with Term Loan B at 5.47 % from January 5, 2023 to January 4, 2024 and at 5.57 % from January 5, 2024 to January 4, 2025, subject to adjustments based on our consolidated debt ratio and (3) associated with Term Loan C at 5.47 % from January 5, 2023 to January 4, 2024 and at 5.57 % from January 5, 2024 to January 4, 2025, subject to adjustments based on our consolidated debt ratio. 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.
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.
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. The Series D Interest Rate Swaps fixed the effective interest rate of the Series D Notes at 3.87 % per annum. All of the forward-starting interest rate swap contracts that we have entered into have been deemed to be highly effective cash flow hedges and have been designated as accounting hedges.
In addition, we have entered into treasury lock contracts from time to time in connection with the Operating Partnership’s Notes to reduce their interest rate variability exposure. As a result of these treasury lock contracts (1) the effective interest rate of our Series E Notes is 4.18 % per annum, (2) the effective interest rate of our Series F Notes is 3.85 % per annum, and (3) the effective interest rate of our Series G Notes is 3.88 % per annum. These 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 related series of Notes.
The effective portion of changes in the fair value of the derivatives that are designated as cash flow hedges are being recorded as accumulated other comprehensive income and will be subsequently reclassified into earnings during the period in which the hedged forecasted transaction affects earnings. For the next twelve months, we estimate that $ 1.0 million will be reclassified as a decrease to interest expense.
The valuation of these derivatives is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of the derivative. This analysis (1) reflects the contractual terms of the derivative, including the period to maturity, (2) considers the counterparty credit risk and (3) uses observable market-based inputs, including interest rate curves, and implied volatilities. The fair value of the interest rate swaps is determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.
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NOTE 9. PARTNERS' CAPITAL OF AMERICAN ASSETS TRUST, L.P.
As of December 31, 2025, the Operating Partnership had 16,181,537 common units (the “Noncontrolling Common Units”) outstanding. American Assets Trust, Inc. owned 78.95 % of the Operating Partnership at December 31, 2025. The remaining 21.05 % of the partnership interests are owned by non-affiliated investors and certain of our directors and executive officers. Common units and shares of the company's common stock have essentially the same economic characteristics in that common units and shares of the company's common stock share equally in the total net income or loss distributions of the Operating Partnership.
American Assets Trust, Inc. is the Operating Partnership’s general partner and is responsible for the management of the Operating Partnership’s business. As the general partner of the Operating Partnership, the company effectively controls the ability to issue common stock of American Assets Trust, Inc. upon a limited partner’s notice of redemption. Investors who own common units have the right to cause the Operating Partnership to redeem any or all of their common units for cash equal to the then-current market value of one share of the company's common stock, or, at the company's election, shares of the company's common stock on a one -for-one basis. In addition, American Assets Trust, Inc. has generally acquired common units upon a limited partner’s notice of redemption in exchange for shares of the company's common stock. The redemption provisions of common units owned by limited partners that permit the Operating Partnership to settle in either cash or common stock at the option of the company are further evaluated in accordance with applicable accounting guidance to determine whether temporary or permanent equity classification on the balance sheet is appropriate. The Operating Partnership evaluated this guidance, including the requirement to settle in unregistered shares, and determined that these common units meet the requirements to qualify for presentation as permanent equity.
During the years ended December 31, 2025, 2024 and 2023, no common units were converted into shares of the company's common stock.
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NOTE 10. EQUITY OF AMERICAN ASSETS TRUST, INC.
Stockholders' Equity
On December 3, 2021, we entered into an ATM equity program with five sales agents pursuant to 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. The sale of shares of our common stock made through the ATM equity program, as amended, are made in “at-the-market” offerings as defined in Rule 415 of the Securities Act of 1933, as amended. For the year ended December 31, 2025, no shares of common stock were sold through the ATM equity program.
We intend to use the net proceeds from the ATM equity program to fund our 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. As of December 31, 2025, we had the capacity to issue up to $ 250 million in shares of our 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. As of December 31, 2025, we have no obligation to sell the remaining shares available for sale under the ATM equity program.
Preferred Stock Authorized Shares
We have been authorized to issue 10,000,000 shares of preferred stock with a par value of $ 0.01 , of which no shares were outstanding at December 31, 2025. Upon issuance, our board of directors has the ability to define the terms of the preferred shares, including voting rights, liquidation preferences, conversion and redemption provisions and dividend rates.
Dividends
The following table lists the dividends declared and paid on our shares of common stock and Noncontrolling Common Units for the years ended December 31, 2025, 2024 and 2023:
Period Amount per Share/Unit Period Covered Dividend Paid Date
First Quarter 2023 $ 0.330 January 1, 2023 to March 31, 2023 March 23, 2023
Second Quarter 2023 $ 0.330 April 1, 2023 to June 30, 2023 June 22, 2023
Third Quarter 2023 $ 0.330 July 1, 2023 to September 30, 2023 September 21, 2023
Fourth Quarter 2023 $ 0.330 October 1, 2023 to December 31, 2023 December 21, 2023
First Quarter 2024 $ 0.335 January 1, 2024 to March 31, 2024 March 21, 2024
Second Quarter 2024 $ 0.335 April 1, 2024 to June 30, 2024 June 20, 2024
Third Quarter 2024 $ 0.335 July 1, 2024 to September 30, 2024 September 19, 2024
Fourth Quarter 2024 $ 0.335 October 1, 2024 to December 31, 2024 December 19, 2024
First Quarter 2025 $ 0.340 January 1, 2025 to March 31, 2025 March 20, 2025
Second Quarter 2025 $ 0.340 April 1, 2025 to June 30, 2025 June 18, 2025
Third Quarter 2025 $ 0.340 July 1, 2025 to September 30, 2025 September 18, 2025
Fourth Quarter 2025 $ 0.340 October 1, 2025 to December 31, 2025 December 18, 2025
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Taxability of Dividends
Earnings and profits, which determine the taxability of distributions to stockholders and holders of common units, may differ from income reported for financial reporting purposes due to the differences for federal income tax purposes in the treatment of loss on extinguishment of debt, revenue recognition and compensation expense and in the basis of depreciable assets and estimated useful lives used to compute depreciation. A summary of the income tax status of dividends per share paid is as follows:
Year Ended December 31,
2025 2024 2023
Per Share % Per Share % Per Share %
Ordinary income $ 0.56 41.3 % $ 1.09 81.5 % $ 1.20 90.6 %
Capital gain 0.24 17.6 % — — % — — %
Return of capital 0.56 41.1 % 0.25 18.5 % 0.12 9.4 %
Total $ 1.36 100.0 % $ 1.34 100.0 % $ 1.32 100.0 %
Stock-Based Compensation
The company has established the 2011 Equity Incentive Award Plan, which provides for grants to directors, employees and consultants of the company and the Operating Partnership of stock options, restricted stock, dividend equivalents, stock payments, performance shares, LTIP units, stock appreciation rights and other incentive awards. In June 2020, at the annual shareholder meeting, the shareholders approved the Amended and Restated 2011 Equity Incentive Award Plan (the “Amended and Restated 2011 Plan”). An aggregate of 4,054,411 shares of our common stock are authorized for issuance under awards granted pursuant to the Amended and Restated 2011 Plan, and as of December 31, 2025, 1,296,829 shares of common stock remain available for future issuance.
The following shares of restricted common stock have been issued as of December 31, 2025:
Grant Fair Value at Grant Date Number
June 5, 2023 (1)
19.33 10,348
December 7, 2023 (2)
14.65 - 15.54
290,541
June 3, 2024 (1)
21.79 9,180
December 4, 2024 (3)
19.83 - 20.79
236,052
December 4, 2024 (4)
28.47 58,416
June 2, 2025 (1)
20.21 17,812
December 3, 2025 (5)
13.36 - 14.32
384,923
(1) Restricted common stock issued to members of the company's non-employee directors. These awards of restricted stock will vest subject to the director's continued service on the Board of Directors on the earlier of (i) the one year anniversary of the date of grant or (ii) the date of the next annual meeting of our stockholders, if such non-employee director continues his or her service on the Board of Directors until the next annual meeting of stockholders, but not thereafter, pursuant to our independent director compensation policy.
(2) Restricted common stock issued to certain of the company's senior management and other employees, which are subject to quantitative and qualitative performance criteria based vesting. Up to one-third of the shares of restricted stock may vest based on such performance criteria determined as of November 30, 2024, 2025 and 2026, subject to the employee's continued employment on those dates.
(3) Restricted common stock issued to certain of the company's senior management and other employees, which are subject to quantitative and qualitative performance criteria based vesting. 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.
(4) 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.
(5) Restricted common stock issued to certain of the company's senior management and other employees, which are subject to quantitative and qualitative performance criteria based vesting. Up to one-third of the shares of restricted stock may vest based on such performance criteria determined as of November 30, 2026, 2027 and 2028, subject to the employee's continued employment on those dates.
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For the 2023, 2024, and 2025 grants, the fair value of the awards was estimated using a Monte Carlo Simulation model. For the 2023, 2024, and 2025 grants, vesting is subject to multiple vesting conditions as follows: (1) a service condition which requires continued employment of the employee as of each vesting date during the three-year vesting term for the employee to be eligible for vesting, (2) a performance condition with respect to our FFO per share for the FFO performance periods and (3) a market condition with respect to our relative total shareholder return performance over a one-year , two-year and three-year performance as compared to a pre-determined index. On each measurement date the performance condition and market condition performance will determine the number of shares that vest. 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 over the vesting period. For the restricted stock grants that are time-vesting, issued to our non-employee directors, we estimate the stock compensation expense based on the fair value of the stock at the grant date.
The following table summarizes the activity of non-vested restricted stock awards during the year ended December 31, 2025:
2025
Units Weighted Average Grant Date Fair Value
Balance at beginning of year 600,938 $ 19.40
Granted 402,735 14.13
Vested ( 283,155 ) 22.60
Forfeited ( 27,261 ) 18.42
Balance at end of year 693,257 $ 16.58
We recognize noncash compensation expense ratably over the vesting period, and accordingly, we recognized $ 7.4 million, $ 7.1 million and $ 8.8 million in noncash compensation expense for the years ended December 31, 2025, 2024 and 2023, respectively, each of which is included in general and administrative expense on the statement of comprehensive income. Unrecognized compensation expense was $ 9.3 million at December 31, 2025, which will be recognized over a weighted-average period of 1.56 years .
Earnings Per Share
We have calculated earnings per share (“EPS”) under the two-class method. The two-class method is an earnings allocation methodology whereby EPS for each class of common stock and participating security is calculated according to dividends declared and participation rights in undistributed earnings. For the years ended December 31, 2025, 2024 and 2023, we had a weighted average of approximately 609,312 shares, 583,512 shares and 573,344 unvested shares outstanding, respectively, which are considered participating securities. Therefore, we have allocated our earnings for basic and diluted EPS between common shares and unvested shares.
Diluted EPS is calculated by dividing the net income attributable to common stockholders for the period by the weighted average number of common and dilutive instruments outstanding during the period using the treasury stock method. For the year ended December 31, 2025, diluted shares exclude incentive restricted stock as these awards are considered contingently issuable. Additionally, the unvested restricted stock awards subject to time vesting are anti-dilutive for all periods presented and accordingly, have been excluded from the weighted average common shares used to compute diluted EPS.
Earnings Per Unit of the Operating Partnership
Basic earnings per unit (“EPU”) of the Operating Partnership is computed by dividing income (loss) applicable to unitholders by the weighted average Operating Partnership units outstanding, as adjusted for the effect of participating securities. Operating Partnership units granted in equity-based payment transactions are considered participating securities prior to vesting. The impact of unvested Operating Partnership unit awards on EPU has been calculated using the two-class method whereby earnings are allocated to the unvested Operating Partnership unit awards based on distributions and the unvested Operating Partnership units’ participation rights in undistributed earnings (losses).
The calculation of diluted EPU for the year ended December 31, 2025, 2024 and 2023 does not include 609,312 , 583,512 , and 573,344 unvested weighted average Operating Partnership units, respectively, as these equity securities are either considered contingently issuable or the effect of including these equity securities was anti-dilutive to income from continuing operations and net income attributable to the unitholders.
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The computation of basic and diluted EPS for American Assets Trust, Inc. is presented below (dollars in thousands, except share and per share amounts):
Year Ended December 31,
2025 2024 2023
NUMERATOR
Net income $ 71,370 $ 72,819 $ 64,690
Less: Net income attributable to restricted shares ( 852 ) ( 787 ) ( 761 )
Less: Income attributable to unitholders in the Operating Partnership
( 14,870 ) ( 15,234 ) ( 13,551 )
Net income attributable to common stockholders—basic
$ 55,648 $ 56,798 $ 50,378
Income attributable to American Assets Trust, Inc. common stockholders—basic
$ 55,648 $ 56,798 $ 50,378
Plus: Income attributable to unitholders in the Operating Partnership
14,870 15,234 13,551
Net income attributable to common stockholders—diluted
$ 70,518 $ 72,032 $ 63,929
DENOMINATOR
Weighted average common shares outstanding—basic
60,555,010 60,333,055 60,158,976
Effect of dilutive securities—conversion of Operating Partnership units
16,181,537 16,181,537 16,181,537
Weighted average common shares outstanding—diluted
76,736,547 76,514,592 76,340,513
Earnings per common share, basic $ 0.92 $ 0.94 $ 0.84
Earnings per common share, diluted $ 0.92 $ 0.94 $ 0.84
NOTE 11. INCOME TAXES
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. Our Operating Partnership is subject to state and local income taxes and our TRS is subject to federal and state income taxes.
We lease our hotel property to a wholly owned TRS that is subject to federal and state income taxes. We account for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between GAAP carrying amounts and their respective tax bases. Additionally, we classify certain state taxes as income taxes for financial reporting purposes in accordance with ASC Topic 740, Income Taxes .
A deferred tax asset is included in our consolidated balance sheets of $ 1.0 million and $ 1.0 million, and a deferred tax liability is included in our consolidated balance sheets of $ 0.6 million and $ 0.8 million as of December 31, 2025 and 2024, respectively, in relation to real estate asset basis differences and prepaid expenses for our TRS.
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,
2025 2024 2023
Current:
Federal $ 15 $ 31 $ 86
State 931 962 1,191
Deferred:
Federal ( 31 ) — ( 21 )
State ( 145 ) ( 107 ) ( 215 )
Provision for income taxes $ 770 $ 886 $ 1,041
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NOTE 12. COMMITMENTS AND CONTINGENCIES
Legal
We are sometimes involved in various disputes, lawsuits, warranty claims, environmental and other matters arising in the ordinary course of business. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters.
We are currently a party to various legal proceedings. We accrue a liability for litigation if an unfavorable outcome is probable and the amount of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, we accrue the best estimate within the range; however, if no amount within the range is a better estimate than any other amount, the minimum within the range is accrued. As of December 31, 2025, no litigation liabilities have been accrued. Legal fees related to litigation are expensed as incurred. We do not believe that the ultimate outcome of these matters, either individually or in the aggregate, could have a material adverse effect on our financial position or overall trends in results of operations; however, litigation is subject to inherent uncertainties. Also, under our leases, tenants are typically obligated to indemnify us from and against all liabilities, costs and expenses imposed upon or asserted against us as owner of the properties due to certain matters relating to the tenants' operations at our properties.
Commitments
See Footnote 13 for a description of our leases, as a lessee.
We have management agreements with Outrigger Hotels & Resorts or an affiliate thereof (“Outrigger”) pursuant to which Outrigger manages each of the retail and hotel portions of the Waikiki Beach Walk property. Under the management agreement with Outrigger relating to the retail portion of Waikiki Beach Walk (the “retail management agreement”), we pay Outrigger a monthly management fee of 3.0 % of net revenues from the retail portion of Waikiki Beach Walk. Pursuant to the terms of the retail management agreement, if the agreement is terminated in certain instances, including our election not to repair damage or destruction at the property, a condemnation or our failure to make required working capital infusions, we would be obligated to pay Outrigger a termination fee equal to the sum of the management fees paid for the two months immediately preceding the termination date. The retail management agreement may not be terminated by us or by Outrigger without cause. Under our management agreement with Outrigger relating to the hotel portion of Waikiki Beach Walk (the “hotel management agreement”), we pay Outrigger a monthly management fee of 6.0 % of the hotel's gross operating profit, as well as 3.0 % of the hotel's gross revenues; provided that the aggregate management fee payable to Outrigger for any year shall not exceed 3.5 % of the hotel's gross revenues for such fiscal year. Pursuant to the terms of the hotel management agreement, if the agreement is terminated in certain instances, including upon a transfer by us of the hotel or upon a default by us under the hotel management agreement, we would be required to pay a cancellation fee calculated by multiplying (1) the management fees for the previous 12 months by (2) (a) eight , if the agreement is terminated in the first 11 years of its term, or (b) four , three , two or one , if the agreement is terminated in the twelfth, thirteenth, fourteenth or fifteenth year, respectively, of its term. The hotel management agreement may not be terminated by us or by Outrigger without cause. Additionally, we have entered into a management agreement with Outrigger pursuant to which Outrigger manages our Waikele Center and Shops at Kalakaua. In connection with such management agreement, we pay Outrigger a fixed management fee of $ 12,000 per month in the aggregate plus additional amounts for any lease renewal services provided by Outrigger at our request. This management agreement may be terminated by us at any time and for any reason on at least 30 days' notice without payment of any cancellation or termination fees.
A wholly owned subsidiary of our Operating Partnership, WBW Hotel Lessee LLC, entered into a franchise license agreement with Embassy Suites Franchise LLC, the franchisor of the brand “Embassy Suites™,” to obtain the non-exclusive right to operate the hotel under the Embassy Suites brand for 20 years. The franchise license agreement provides that WBW Hotel Lessee LLC must comply with certain management, operational, record keeping, accounting, reporting and marketing standards and procedures. In connection with this agreement, we are also subject to the terms of a product improvement plan pursuant to which we expect to undertake certain actions to ensure that our hotel's infrastructure is maintained in compliance with the franchisor's brand standards. In addition, we must pay to Embassy Suites Franchise LLC a monthly franchise royalty fee equal to 5.0 % of the hotel's gross room revenue, as well as a monthly program fee equal to 4.0 % of the hotel's gross room revenue. 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 could be as high as $ 7.9 million based on operating performance through December 31, 2025.
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Concentrations of Credit Risk
Our properties are located in Southern California, Northern California, Washington, Oregon, Texas and Hawaii. The ability of the tenants to honor the terms of their respective leases is dependent upon the economic, regulatory and social factors affecting the markets in which the tenants operate. Sixteen of our consolidated properties, representing 43.8 % and 43.2 % of our total revenue for the year ended December 31, 2025 and 2024, respectively, are located in Southern California, which exposes us to greater economic risks than if we owned a more geographically diverse portfolio. Our mixed-use property located in Honolulu, Hawaii accounted for 15.1 % and 14.8 % of total revenues for the year ended December 31, 2025 and 2024, respectively.
Tenants in the office industry accounted for 47.2 % and 47.1 % of total revenues for the years December 31, 2025 and 2024, respectively. This makes us susceptible to demand for office rental space and subject to the risks associated with an investment in real estate with a concentration of tenants in the office industry.
Tenants in the retail industry accounted for 21.8 % and 23.8 % of total revenues for the years December 31, 2025 and 2024, respectively. This makes us susceptible to demand for retail rental space and subject to the risks associated with an investment in real estate with a concentration of tenants in the retail industry. Two retail properties, Alamo Quarry Market and Waikele Center combined accounted for 9.3 % and 8.8 % of total revenues for the years ended December 31, 2025 and 2024, respectively.
For the years ended December 31, 2025 and 2024, no tenant accounted for more than 10.0% of our total rental revenue. At December 31, 2025, Google LLC at The Landmark at One Market accounted for 9.8 % of total annualized base rent. Three other tenants (LPL Holdings, Inc., Autodesk, Inc. , and Smartsheet, Inc.) comprise 15 % of our total annualized base rent at December 31, 2025, in the aggregate. No other tenants represent greater than 2.0 % of our total annualized base rent. Total annualized base rent used for the percentage calculations includes the annualized base rent as of December 31, 2025 for our office properties, retail properties and the retail portion of our mixed-use property.
NOTE 13. LEASES
Lessor Operating Leases
We determine if an arrangement is a lease at inception. Our lease agreements are generally for real estate, and the determination of whether such agreements contain leases generally does not require significant estimates or judgments. We lease real estate under operating leases.
Our leases with office, retail, mixed-use and residential tenants are classified as operating leases. Leases at our office and retail properties and the retail portion of our mixed-use property generally range from three years to ten years (certain leases with anchor tenants may be longer), and in addition to minimum rents, usually provide for cost recoveries for the tenant’s share of certain operating costs. 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 month lease terms. Rooms at the hotel portion of our mixed-use property are rented on a nightly basis.
Leases at our office and retail properties and the retail portion of our mixed-use property may contain lease extension options, at our lessee's discretion. The extension options are generally for 3 to 10 years and contain primarily rent at fixed rates or the prevailing market rent. The extension options are generally exercisable 6 to 12 months prior to the expiration of the lease and require the lessee to not be in default of the lease terms.
We attempt to maximize the amount we expect to derive from the underlying real estate property following the end of a lease, to the extent it is not extended. We maintain a proactive leasing and capital improvement program that, combined with the quality and locations of our properties, has made our properties attractive to tenants. However, the residual value of a real estate property is still subject to various market-specific, asset-specific, and tenant-specific risks and characteristics.
At December 31, 2025, our office, retail and mixed-use properties are located in five states: California, Washington, Oregon, Texas and Hawaii. At December 31, 2025, we had approximately 801 leases with office and retail tenants, including the retail portion of our mixed-use property. Our multifamily properties are located in Southern California and Portland, Oregon, and we had 2,041 leases with residential tenants at December 31, 2025, excluding Santa Fe Park RV Resort.
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As of December 31, 2025, 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):
2026 $ 256,537
2027 245,106
2028 205,330
2029 146,129
2030 90,673
Thereafter 216,878
Total $ 1,160,653
The above future minimum rentals exclude residential leases, which typically range from seven months to fifteen months , and exclude the hotel, as rooms are rented on a nightly basis.
Lessee Operating Leases
We determine if an arrangement is a lease at inception. Our lease agreements are generally for real estate, and the determination of whether such agreements contain leases generally does not require significant estimates or judgments. We lease real estate under operating leases.
At The Landmark at One Market, we lease, as lessee, a building adjacent to The Landmark at One Market under an operating lease effective through June 30, 2031 (the “Annex Lease”). The lease payments under the Annex Lease are equal to the fair rental value at the time the extension option was exercised. In June 2025, we exercised the final five-year extension option to extend the Annex Lease through June 30, 2031, which was memorialized in a lease amendment executed in August 2025.
Our lease agreements do not contain any residual value guarantees or material restrictive covenants. As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement in determining the present value of lease payments.
Current annual payments under the operating leases are as follows, as of December 31, 2025 (in thousands):
Year Ending December 31,
2026 $ 3,584
2027 3,637
2028 3,746
2029 3,859
2030 3,975
Thereafter 2,017
Total lease payments 20,818
Imputed interest ( 2,044 )
Present value of lease liability $ 18,774
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Lease costs under the operating leases are as follows (in thousands):
Year Ended December 31,
2025 2024
Operating lease cost $ 3,731 $ 3,727
Sublease income ( 3,429 ) ( 3,445 )
Total lease cost $ 302 $ 282
Weighted-average remaining lease term - operating leases (in years) 5.5
Weighted-average discount rate - operating leases 3.19 %
Supplemental cash flow information and non-cash activity related to our operating leases are as follow (in thousands):
Year Ended December 31,
2025 2024
Operating cash flow information:
Cash paid for amounts included in the measurement of lease liabilities $ 3,531 $ 3,428
Subleases
At The Landmark at One Market, we (as sublandlord) sublease the Annex Lease building under operating leases effective through June 30, 2031. The subleases contain extension options, subject to our ability to extend the Annex Lease, that can extend the subleases through December 31, 2039 at the fair rental value at the time the extension option is exercised.
NOTE 14. COMPONENTS OF RENTAL INCOME AND EXPENSE
The principal components of rental income are as follows (in thousands):
Year Ended December 31,
2025 2024 2023
Minimum rents
Office $ 196,056 $ 197,256 $ 200,870
Retail 92,220 102,848 99,504
Multifamily 64,635 61,112 57,643
Mixed-Use 13,194 12,359 12,194
Percentage rent 1,876 4,353 3,625
Hotel revenue 39,914 43,030 42,881
Other 2,598 2,652 2,656
Total rental income $ 410,493 $ 423,611 $ 419,373
Minimum rents include $ 2.5 million, $ 3.1 million and $ 3.9 million for the years ended December 31, 2025, 2024 and 2023, respectively, to recognize minimum rents on a straight-line basis. In addition, minimum rents include $ 2.1 million, $ 2.7 million and $ 3.1 million for the years ended December 31, 2025, 2024 and 2023, respectively, to recognize the amortization of above and below market leases.
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The principal components of rental expenses are as follows (in thousands):
Year Ended December 31,
2025 2024 2023
Rental operating $ 58,301 $ 56,810 $ 53,028
Hotel operating 29,440 29,903 29,380
Repairs and maintenance 24,145 23,214 22,639
Marketing 2,552 3,054 3,485
Rent 3,480 3,585 3,536
Hawaii excise tax 4,337 4,516 4,387
Management fees 2,346 2,421 2,346
Total rental expenses $ 124,601 $ 123,503 $ 118,801
NOTE 15. OTHER INCOME
The principal components of other income, net are as follows (in thousands):
Year Ended December 31,
2025 2024 2023
Interest and investment income $ 4,328 $ 9,031 $ 2,175
Income tax expense ( 770 ) ( 886 ) ( 1,041 )
Other non-operating income — 10,002 6,515
Total other income $ 3,558 $ 18,147 $ 7,649
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.
NOTE 16. RELATED PARTY TRANSACTIONS
At Torrey Point, the company leases space to American Assets, Inc. (“AAI”), an entity owned and controlled by Mr. Rady, for an initial lease term of ten years at an average annual rental rate of $ 0.2 million. Rental revenue recognized on the lease of $ 0.3 million, $ 0.3 million and $ 0.3 million for the years ended December 31, 2025, 2024 and 2023, respectively, is included in rental income on the consolidated statements of comprehensive income.
At Coastal Collection at Torrey Reserve, the company leases space to Ensight, Inc. an entity majority owned and controlled by Mr. Rady, 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, 2025, 2024 and 2023, respectively, is included in rental income on the consolidated statements of comprehensive income.
On occasion, the company utilizes aircraft services provided by AAI Aviation, Inc. (“AAIA”), an entity owned and controlled by Mr. Rady. For the years ending December 31, 2025, 2024 and 2023, we incurred approximately $ 0.1 million, $ 0.2 million and $ 0.2 million, respectively, of expenses related to aircraft services of AAIA or reimbursement to Mr. Rady (or his trust) for use of the aircraft owned by AAIA. These expenses are recorded as general and administrative expenses in our consolidated statements of comprehensive income.
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 35.6 % beneficial interest in our company on a fully diluted basis.
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The Waikiki Beach Walk entities have a 47.7 % investment in WBW CHP LLC, an entity that was formed to, among other things, construct a chilled water plant to provide air conditioning to the property and other adjacent facilities. The operating expenses of WBW CHP LLC are recovered through reimbursements from its members, and reimbursements to WBW CHP LLC of $ 1.1 million, $ 1.1 million and $ 1.1 million were made for the years ended December 31, 2025, 2024 and 2023, respectively, and included in rental expenses on the statements of comprehensive income.
NOTE 17. SEGMENT REPORTING
For the year ended December 31, 2025, the CODM for the company was comprised of our President and Chief Executive Officer and our Chief Financial Officer.
Segment information is prepared on the same basis that our management reviews information for operational decision-making purposes. We review operating and financial information for each property on an individual basis and therefore, each property represents an individual operating segment. 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 reportable business segments: the acquisition, redevelopment, ownership and management of retail real estate, office real estate, multifamily real estate and mixed-use real estate. The products for our retail segment primarily include rental of retail space and other tenant services, including tenant reimbursements, parking and storage space rental. The products for our office segment primarily include rental of office space and other tenant services, including tenant reimbursements, parking and storage space rental. The products for our multifamily segment include rental of apartments and other tenant services. 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.
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. 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.
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.
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The following table represents the significant segment expenses and operating activity within our reportable segments (in thousands):
Year Ended December 31,
2025 2024 2023
Total Office
Property revenue $ 206,037 $ 215,778 $ 207,856
Rental expenses 46,223 43,181 40,627
Real estate taxes 20,675 19,053 20,712
Property expense 66,898 62,234 61,339
Segment profit 139,139 153,544 146,517
Total Retail
Property revenue 95,122 109,040 104,767
Rental expenses 14,823 18,578 18,008
Real estate taxes 11,961 13,930 13,432
Property expense 26,784 32,508 31,440
Segment profit 68,338 76,532 73,327
Total Multifamily
Property revenue 68,961 65,372 61,830
Rental expenses 23,810 21,603 20,788
Real estate taxes 8,141 7,186 7,237
Property expense 31,951 28,789 28,025
Segment profit 37,010 36,583 33,805
Total Mixed-Use
Property revenue 66,084 67,665 66,711
Rental expenses 39,745 40,141 39,378
Real estate taxes 4,217 4,055 3,775
Property expense 43,962 44,196 43,153
Segment profit 22,122 23,469 23,558
Total segments’ profit $ 266,609 $ 290,128 $ 277,207
The following table is a reconciliation of segment profit to net income attributable to stockholders (in thousands):
Year Ended December 31,
2025 2024 2023
Total segments' profit $ 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
Net income attributable to restricted shares ( 852 ) ( 787 ) ( 761 )
Net income attributable to unitholders in the Operating Partnership
( 14,870 ) ( 15,234 ) ( 13,551 )
Net income attributable to American Assets Trust, Inc. stockholders
$ 55,648 $ 56,798 $ 50,378
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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, 2025 December 31, 2024
Net real estate
Office $ 1,587,316 $ 1,597,458
Retail (1)
469,733 478,037
Multifamily 406,163 351,016
Mixed-Use 156,156 160,975
$ 2,619,368 $ 2,587,486
Secured Notes Payable (2)
Office $ 75,000 $ 75,000
Retail — —
$ 75,000 $ 75,000
Capital Expenditures (3)
Office $ 61,510 $ 56,720
Retail 11,510 13,568
Multifamily 5,094 5,637
Mixed-Use 2,306 1,482
$ 80,420 $ 77,407
(1) Excludes the real estate assets held for sale as of December 31, 2024.
(2) Excludes unamortized debt issuance costs of $ 0.2 million and $ 0.2 million as of December 31, 2025 and 2024, respectively.
(3) Capital expenditures represent cash paid for capital expenditures during the year and includes leasing commissions paid.
NOTE 18. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
The tables below reflect selected American Assets Trust, Inc. quarterly information for 2025 and 2024 (in thousands, except per shares data):
Three Months Ended
December 31,
2025 September 30,
2025 June 30,
2025 March 31,
2025
Total revenue $ 110,086 $ 109,578 $ 107,933 $ 108,607
Operating income 23,215 24,767 25,978 71,972
Net income 4,221 5,921 7,121 54,107
Net income attributable to restricted shares ( 236 ) ( 207 ) ( 206 ) ( 203 )
Net income attributable to unitholders in the Operating Partnership ( 837 ) ( 1,205 ) ( 1,459 ) ( 11,369 )
Net income attributable to American Assets Trust, Inc. stockholders
$ 3,148 $ 4,509 $ 5,456 $ 42,535
Net income per share attributable to common stockholders - basic and diluted
$ 0.05 $ 0.07 $ 0.09 $ 0.70
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Three Months Ended
December 31,
2024 September 30,
2024 June 30,
2024 March 31,
2024
Total revenue $ 113,460 $ 122,810 $ 110,890 $ 110,695
Operating income 30,048 37,808 30,794 30,549
Net income 11,584 21,318 15,294 24,623
Net income attributable to restricted shares ( 202 ) ( 194 ) ( 195 ) ( 196 )
Net income attributable to unitholders in the Operating Partnership ( 2,405 ) ( 4,467 ) ( 3,195 ) ( 5,167 )
Net income attributable to American Assets Trust, Inc. stockholders $ 8,977 $ 16,657 $ 11,904 $ 19,260
Net income per share attributable to common stockholders - basic and diluted $ 0.15 $ 0.28 $ 0.20 $ 0.32
The tables below reflect selected American Assets Trust, L.P. quarterly information for 2025 and 2024 (in thousands, except per shares data):
Three Months Ended
December 31,
2025 September 30,
2025 June 30,
2025 March 31,
2025
Total revenue $ 110,086 $ 109,578 $ 107,933 $ 108,607
Operating income 23,215 24,767 25,978 71,972
Net income 4,221 5,921 7,121 54,107
Net income attributable to restricted shares ( 236 ) ( 207 ) ( 206 ) ( 203 )
Net income attributable to American Assets Trust, L.P. unit holders
$ 3,985 $ 5,714 $ 6,915 $ 53,904
Net income per unit attributable to unit holders - basic and diluted
$ 0.05 $ 0.07 $ 0.09 $ 0.70
Three Months Ended
December 31,
2024 September 30,
2024 June 30,
2024 March 31,
2024
Total revenue $ 113,460 $ 122,810 $ 110,890 $ 110,695
Operating income 30,048 37,808 30,794 30,549
Net income 11,584 21,318 15,294 24,623
Net income attributable to restricted shares ( 202 ) ( 194 ) ( 195 ) ( 196 )
Net income attributable to American Assets Trust, L.P. unit holders $ 11,382 $ 21,124 $ 15,099 $ 24,427
Net income per unit attributable to common unit holders - basic and diluted
$ 0.15 $ 0.28 $ 0.20 $ 0.32
F-45
Table of Contents
American Assets Trust, Inc. and American Assets Trust, L.P.
SCHEDULE III—Consolidated Real Estate and Accumulated Depreciation
(In Thousands)
Encumbrance as of December 31, 2025
Initial Cost Cost Capitalized Subsequent to Acquisition Gross Carrying Amount
at December 31, 2025
Accumulated
Depreciation and
Amortization Year Built/
Most Recent Renovation Date Acquired Life on which depreciation in latest income statements is computed
Description Land Building and
Improvements Land Building and
Improvements
Alamo Quarry Market $ — $ 26,396 $ 109,294 $ 40,803 $ 26,816 $ 149,677 $ ( 87,378 ) 1997/1999 12/9/2003 35 years
Carmel Country Plaza — 4,200 — 15,449 4,200 15,449 ( 11,208 ) 1991 1/10/1989 35 years
Carmel Mountain Plaza — 22,477 65,217 43,814 31,034 100,474 ( 63,784 ) 1994/2020 3/28/2003 35 years
Gateway Marketplace — 17,363 21,644 973 17,363 22,617 ( 6,894 ) 1997/2016 7/6/2017 35 years
Geary Marketplace — 8,239 12,353 381 8,239 12,734 ( 5,199 ) 2012 12/19/2012 35 years
Hassalo on Eighth - Retail — — — 27,915 597 27,318 ( 12,345 ) 2015 7/1/2011 35 years
Lomas Santa Fe Plaza — 8,600 11,282 14,863 8,620 26,125 ( 21,595 ) 1972/1997 6/12/1995 35 years
The Shops at Kalakaua — 13,993 10,817 157 14,006 10,961 ( 6,671 ) 1971/2006 3/31/2005 35 years
Solana Beach Towne Centre — 40,980 38,842 5,952 40,980 44,794 ( 20,649 ) 1973/2004 1/19/2011 35 years
South Bay Marketplace — 4,401 — 13,040 4,401 13,040 ( 9,922 ) 1997/2018 9/16/1995 35 years
Waikele Center — 55,593 126,858 45,007 70,644 156,814 ( 91,524 ) 1993/2008 9/16/2004 35 years
City Center Bellevue 75,000 25,135 190,998 60,922 25,135 251,920 ( 101,706 ) 1987/2023 8/21/2012 40 years
14Acres — 35,822 82,737 21,380 35,822 104,117 ( 14,104 ) 1985/2024 7/7/2021 40 years
Timber Ridge — 23,203 55,992 6,690 23,203 62,682 ( 9,479 ) 1986 9/10/2021 40 years
Timber Springs — 13,744 30,339 3,753 13,744 34,092 ( 4,492 ) 1983 3/8/2022 40 years
First & Main — 14,697 109,739 14,211 14,697 123,950 ( 51,873 ) 2010 3/11/2011 40 years
The Landmark at One Market — 34,575 141,196 36,478 34,575 177,674 ( 77,190 ) 1917/2000 6/30/2010 40 years
Lloyd Portfolio — 18,660 61,401 114,049 11,845 182,265 ( 80,428 ) 1940/2022 7/1/2011 40 years
One Beach Street — 15,332 18,017 44,005 15,332 62,022 ( 6,610 ) 1924/2024 1/24/2012 40 years
Solana Crossing:
Solana Crossing I-II — 7,111 17,100 12,685 7,111 29,785 ( 11,674 ) 1982/2022 1/19/2011 40 years
Solana Crossing III-IV — 7,298 27,887 12,690 7,298 40,577 ( 15,805 ) 1982/2022 1/19/2011 40 years
Solana Crossing Land — 487 — — 487 — — N/A 1/19/2011 N/A
Coastal Collection at Torrey Reserve:
Torrey Plaza — 4,095 — 63,850 5,408 62,537 ( 31,711 ) 1996-1997/2014 6/6/1989 40 years
Pacific North Court — 3,263 — 40,589 4,309 39,543 ( 20,376 ) 1997-1998 6/6/1989 40 years
Pacific South Court — 3,285 — 39,829 4,226 38,888 ( 21,452 ) 1996-1997 6/6/1989 40 years
Pacific VC — 1,413 — 10,939 2,148 10,204 ( 7,349 ) 1998-2000 6/6/1989 40 years
Pacific Torrey Daycare — 715 — 1,990 911 1,794 ( 1,266 ) 1996-1997 6/6/1989 40 years
Coastal Collection at Torrey Reserve Building 6 — — — 6,886 682 6,204 ( 2,076 ) 2013 6/6/1989 40 years
Coastal Collection at Torrey Reserve Building 5 — — — 4,403 1,017 3,386 ( 714 ) 2014 6/6/1989 40 years
Coastal Collection at Torrey Reserve Building 13 & 14 — — — 16,668 2,188 14,480 ( 6,193 ) 2015 6/6/1989 40 years
Torrey Point — 2,073 741 49,864 5,050 47,628 ( 14,282 ) 2018 5/9/1997 40 years
La Jolla Commons
La Jolla Commons I-II — 62,312 393,662 28,683 62,312 422,345 ( 86,665 ) 2008 6/20/2019 40 years
La Jolla Commons III — 20,446 — 141,862 20,446 141,862 ( 3,141 ) 2025 6/20/2019 40 years
Imperial Beach Gardens — 1,281 4,820 8,767 1,281 13,587 ( 9,226 ) 1959/2023 7/31/1985 30 years
F-46
Table of Contents
American Assets Trust, Inc. and American Assets Trust, L.P.
SCHEDULE III—Consolidated Real Estate and Accumulated Depreciation
(In Thousands)
Encumbrance as of December 31, 2025
Initial Cost Cost Capitalized Subsequent to Acquisition Gross Carrying Amount
at December 31, 2025
Accumulated
Depreciation and
Amortization Year Built/
Most Recent Renovation Date Acquired Life on which depreciation in latest income statements is computed
Description Land Building and
Improvements Land Building and
Improvements
Loma Palisades — 14,000 16,570 40,361 14,052 56,879 ( 36,258 ) 1958/2022 7/20/1990 30 years
Mariner’s Point — 2,744 4,540 2,191 2,744 6,731 ( 4,790 ) 1986 5/9/2001 30 years
Santa Fe Park RV Resort — 401 928 1,584 401 2,512 ( 1,822 ) 1971/2008 6/1/1979 30 years
Pacific Ridge Apartments — 47,971 178,497 1,523 47,971 180,020 ( 54,769 ) 2013 4/28/2017 30 years
Genesee Park — 27,125 39,532 2,423 27,125 41,955 ( 1,166 ) 1983 2/28/2025 30 years
Hassalo on Eighth - Multifamily — — — 177,817 6,219 171,598 ( 58,881 ) 2015 7/1/2011 30 years
Waikiki Beach Walk:
Retail — 45,995 74,943 2,547 45,995 77,490 ( 34,347 ) 2006 1/19/2011 35 years
Hotel — 30,640 60,029 13,594 30,640 73,623 ( 37,245 ) 2008/2020 1/19/2011 35 years
$ 75,000 $ 666,065 $ 1,905,975 $ 1,191,587 $ 701,274 $ 3,062,353 $ ( 1,144,259 )
(1) For Federal tax purposes, the aggregate tax basis is approximately $ 2.5 billion as of December 31, 2025 .
F-47
Table of Contents
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,
2025 2024 2023
Real estate assets
Balance, beginning of period $ 3,626,364 3,741,768 3,671,469
Additions:
Property acquisitions 66,657 — —
Improvements 80,631 68,484 78,249
Deductions:
Real estate assets held for sale — ( 154,134 ) —
Other (1)
( 10,025 ) ( 29,754 ) ( 7,950 )
Balance, end of period $ 3,763,627 $ 3,626,364 $ 3,741,768
Accumulated depreciation
Balance, beginning of period $ 1,038,878 $ 1,036,453 $ 936,913
Additions—depreciation 113,109 111,727 106,306
Deductions:
Real estate assets held for sale — ( 80,435 ) —
Other (2)
( 7,728 ) ( 28,867 ) ( 6,766 )
Balance, end of period $ 1,144,259 $ 1,038,878 $ 1,036,453
(1) Other deductions for the years ended December 31, 2025, 2024 and 2023 represent the write-off of fully depreciated assets and certain incomplete development costs written off.
(2) Other deductions for the years ended December 31, 2025, 2024 and 2023 represent the write-off of fully depreciated assets.
F-48