DEF 14A of Alexandria Real Estate Equities, Inc., Apr 1, 2026

DEF 14A of Alexandria Real Estate Equities, Inc.

Filed Apr 1, 2026 · FY20250001035443-26-000031

Open on EDGAR

  1. TABLE OF CONTENTS (continued)

    | Pay Versus Performance ............................................................................................................................................................................ | 112 | | Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information ................................................................................................................................................................................................ | 114 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 115 | | AUDIT COMMITTEE REPORT | 117 | | PROPOSAL 3 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS | 118 | | Fees Billed by Independent Registered Public Accountants ................................................................................................................ | 118 | | OTHER INFORMATION | 119 | | Annual Report on Form 10-K and Financial Statements and Committee and Corporate Governance Materials of the Company ................................................................................................................................................................................................... | 119 | | Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to Be Held on Wednesday, May 13, 2026 ............................................................................................................................................................................................ | 119 | | Stockholder Proposals and Director Nominations for the Company’s 2027 Annual Meeting .......................................................... | 119 | | Communicating With the Board ................................................................................................................................................................. | 120 | | Other Information ......................................................................................................................................................................................... | 120 | | Other Matters ................................................................................................................................................................................................ | 120 | | Definitions and Reconciliations .................................................................................................................................................................. | 121 |

  2. Board Nominees

    Board Nominees Our first priority in the director nomination process is ensuring that the Board as a whole has expertise in areas aligned with our unique business activities, namely owning and operating essential real estate for the broad and diverse life science industry. We believe that each of our director nominees brings a focused set of skills in one or more areas aligned with our overall business strategy, resulting in a Board that, as a whole, is well positioned to guide the Company toward continued future success. Ultimately, the Board’s combined expertise, together with its close work with management to craft and implement our corporate strategy, has driven Alexandria’s success. The following tables and charts provide key information about our director nominees, including their biographical information, qualifications and principal occupations, as well as the experience, skills, and attributes that the Board considered important in nominating each individual to the Board:

  3. Board Nominees

    | Name | Age | Director Since | Independence Status(1) | Occupation | Committee Memberships | | | | | | | | | | AC | CC | NG | LS | | Joel S. Marcus | 78 | 1994 | No (Employed by the Company) | Executive Chairman and Founder of the Company | — | — | — | M | | Steven R. Hash(2) | 61 | 2013 | Yes | Prior President and Chief Operating Officer, and Co- Founder of Renaissance Macro Research, LLC | M,F | C | — | — | | Claire Aldridge, PhD | 56 | 2025 | Yes | Prior Chief Strategy Officer of Form Bio | — | — | — | M | | James P. Cain | 68 | 2015 | Yes | Managing Partner of Cain Global Partners, LLC | — | M | C | M | | Maria C. Freire, PhD | 71 | 2012 | Yes | Prior President and Executive Director of Foundation for the National Institutes of Health (“FNIH”); Founder and Principal of The Freire Group | — | — | M | C | | Richard H. Klein | 70 | 2003 | Yes | Chief Financial Officer of Industrial Realty Group, LLC | C,F | M | — | — | | Sheila K. McGrath | 61 | 2023 | Yes | Prior Senior Managing Director of Evercore ISI | M,F | — | — | M | | Michael A. Woronoff | 65 | 2017 | Yes | Retired Partner of Kirkland & Ellis LLP | M,F | — | M | M |

  4. Board Nominees

    (1)Independence is determined by the Board in accordance with the applicable NYSE listing standards. (2)Lead Director of the Board.

  5. Board Nominees

    | AC | Audit Committee | C | Committee Chair | | CC | Compensation Committee | M | Committee Member | | NG | Nominating & Governance Committee | F | Audit Committee Financial Expert | | LS | Life Science Committee | | |

  6. Director Nominee Selection Process

    Director Nominee Selection Process The Board believes that diversity of perspectives among directors is a critical element in the composition of the Board and in enabling the Board to effectively carry out its oversight and decision-making responsibilities in the best interests of the Company. Accordingly, the Nominating & Governance Committee and the Board seek candidates for director with varying experiences, perspectives, expertise, careers, and skills that are relevant and likely to contribute to the Board’s oversight and decision making in connection with the business and affairs of the Company. The Board, in its own meetings and through the Nominating & Governance Committee, regularly reviews the changing needs of the Company’s business and the skills and experience of its Board members, with the intention that the Board will be periodically “refreshed” as certain directors rotate off and new directors are recruited. The Board’s commitment to refreshment is tempered by the need to balance change with continuity and experience. In addition to regular consideration and discussion of these matters at its and the Nominating & Governance Committee’s meetings, the Board continues to monitor the effectiveness of these efforts as part of its periodic self-evaluation process. Once the Nominating & Governance Committee has identified a prospective nominee who is not currently serving on the Board, it makes an initial determination whether to conduct a full evaluation of the candidate based on information provided to it with respect to the candidate, as well as its own knowledge of the candidate, which may be supplemented by inquiries to the person making the recommendation or others. An initial determination whether to formally nominate a director candidate is based primarily on the need for additional directors to fill vacancies or expand the size of the Board and the likelihood that the candidate can satisfy the evaluation factors described herein. If the Nominating & Governance Committee determines, in consultation with the Chairman of the Board and other directors, as appropriate, that additional consideration is warranted, it may request a third-party search firm to gather additional information about the candidate’s background and experience and to report its findings to the Nominating & Governance Committee. The Nominating & Governance Committee then evaluates the candidate against the standards and qualifications set out in the Board Candidate Guidelines, including the nominee’s management, leadership, and business experience; skills; financial literacy; knowledge of directorial duties; and integrity and professionalism. After completing its evaluation, the Nominating & Governance Committee makes a recommendation to the full Board as to the persons who should be nominated by the Board, and the Board ultimately determines whether a prospective nominee will be nominated after considering the recommendation of the Nominating & Governance Committee. The Nominating & Governance Committee considers candidates suggested by stockholders for nomination for election at annual meetings of stockholders. Any stockholder that wishes to suggest a prospective candidate for the Board for consideration by the Nominating & Governance Committee must submit the same information and follow the same procedures regarding advance notice and other requirements of our current Bylaws applicable to stockholder-nominated director candidates. Any properly submitted stockholder-suggested candidate and any accompanying materials will be forwarded to the Chair of the Nominating & Governance Committee for review and consideration. Individuals suggested by stockholders will be evaluated in the same manner, and will be subject to the same criteria, as other nominees considered by the Nominating & Governance Committee. The Nominating & Governance Committee also considers director candidates suggested by its members, other directors, and management and may retain, from time to time, a third-party executive search firm to identify director candidates for consideration by the Nominating & Governance Committee. Stockholder-Nominated Director Candidates Our Bylaws set forth the requirements for direct nomination by a stockholder of a person or persons for election to the Board. Among other requirements, stockholders must comply with the advance notice procedures set forth in our current Bylaws, which, among other things, provide that, to be timely, a stockholder’s notice with respect to director nominations must be delivered to the Secretary of the Company at the Company’s principal executive office not earlier than the 150th day nor later than 5:00 p.m. Pacific Time on the 120th day prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting. Our Bylaws also permit qualifying stockholders, or a qualifying group of no more than 20 stockholders, that have continuously owned at least 3% of our outstanding shares of Common Stock for at least three years as of the date that the notice of nomination is delivered to and received by our Secretary and through the date of the annual meeting (and any postponement or adjournment thereof) to nominate, and to require us to include in our proxy materials, director nominees constituting up to the greater of two nominees or 25% of the number of directors up for election as of the last day on which a nomination may be timely delivered, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in our Bylaws and subject to the other terms and conditions set forth in our Bylaws. For additional information, refer to “Stockholder Proposals and Director Nominations for the Company’s 2027 Annual Meeting” of this Proxy Statement.

  7. Director Nominee Selection Process

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  8. DIRECTORS AND EXECUTIVE OFFICERS (continued)

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    | | Joel S. Marcus, JD, CPA, is the full-time Executive Chairman and Founder of Alexandria, a real estate investment trust (REIT) that pioneered life science real estate and transformed it from a specialty niche to a mainstream asset class. Alexandria is the preeminent, largest, and longest-tenured owner, operator, and developer uniquely focused on collaborative Megacampus™ ecosystems in AAA life science innovation cluster locations. Prior to April 2018, Mr. Marcus served as the company’s Chairman, Chief Executive Officer, and President. Since co-founding the company in 1994 as a garage startup with $19 million in Series A capital, Mr. Marcus has led the remarkable growth of Alexandria into an S&P 500® company and the leading REIT focused on the life science industry, with a total market capitalization of $20.75 billion and an operating asset base in North America of 35.9 million RSF as of December 31, 2025. Alexandria was named the NAIOP 2019 Developer of the Year and has earned seven Gold and eight overall Nareit Investor CARE (Communications and Reporting Excellence) Awards in recognition of superior investor communications among REITs. The company has been named by Newsweek as one of America’s Most Charitable Companies in 2026, one of the Most Trustworthy Companies in America for four consecutive years from 2023 to 2026, and one the World’s Most Trustworthy Companies in 2024 and 2025, reinforcing Alexandria’s standing as the most trusted brand in life science real estate. In addition, Mr. Marcus received the inaugural Bisnow Life Sciences Icon & Influencer Award in September 2024. This prestigious award highlights Mr. Marcus and Alexandria’s significant long-term contributions to and lasting impact on the life science real estate sector and broader life science industry. He was also named one of Real Estate Forum’s 2017 Best Bosses in commercial real estate and was previously a recipient of the EY Entrepreneur Of The Year Award (Los Angeles – Real Estate). Mr. Marcus has led the Company’s efforts to build the largest and most creditworthy tenant base in the life science real estate industry by cultivating a highly diversified roster of leading, investment- grade and publicly-traded large-cap organizations. These tenants recognize the advantages of Alexandria’s specialized, mission-critical infrastructure in supporting their advanced scientific research. Alexandria’s sector-leading tenant roster includes many of the world’s most sophisticated and well- capitalized biopharmaceutical and life science innovators, including Eli Lilly, Novartis, Bristol Myers Squibb, Sanofi, AstraZeneca, and Merck, each of whom entrusts Alexandria with the long-term occupancy of their most essential R&D facilities. In 2025, under Mr. Marcus’s leadership, the Company secured long-term leases with a weighted-average lease term of approximately 12 years, including the largest life science lease in Company history: a 16-year build-to-suit lease expansion aggregating 466,598 RSF for Novartis, a long-standing multinational pharmaceutical tenant, at the Campus Point by Alexandria Megacampus in our University Town Center submarket. Taken together, Alexandria’s premier tenant composition and long-duration leasing activity continue to translate directly into durable, high‑quality cash flows. As of December 31, 2025, investment-grade or publicly-traded large-cap tenants accounted for 84% of annual rental revenue from Alexandria’s top 20 tenants and 53% of total annual rental revenue. The Company has maintained strong rent collections, even through periods of macroeconomic volatility, demonstrating the stability and resilience of these relationships. The strength of Alexandria’s tenants is further reflected in their scientific achievements: nearly half of all FDA approved therapies over the past decade were developed by companies located within Alexandria’s campuses, underscoring not only the financial strength of Alexandria’s tenants but also their profound impact on global biomedical innovation. Collectively, these accomplishments highlight how Mr. Marcus’s vision and disciplined execution have positioned Alexandria as the landlord of choice for the most influential and mission-driven innovators in life sciences. His leadership has built not only the largest, but also the most creditworthy and mission-critical tenant base in the life science real estate industry, reinforcing Alexandria’s standing as the premier life science real-estate platform and the anchor infrastructure provider to the world’s leading R&D institutions. During Mr. Marcus’s more than three decades leading Alexandria, he has built a best-in-class company with a differentiated business model and a unique mission ― to create and grow life science ecosystems and clusters to advance human health ― that continue to distinguish Alexandria from all other REITs. Guided by Alexandria’s important mission, Mr. Marcus established four strategic and integrated verticals encompassing real estate, venture investments, thought leadership, and corporate responsibility that together catalyze life-changing innovation and drive positive change for the benefit of human health and society. Mr. Marcus has proven management and leadership skills. |

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    | In recognition of the company’s outstanding track record across all aspects of its one-of-a-kind, mission-driven business, renowned author and business strategist Jim Collins has said, “Alexandria has achieved the three outputs that define a great company: Superior Long-Term Results, Distinctive Impact, and Lasting Endurance.” Mr. Marcus accelerated Alexandria’s extraordinary growth through the tremendous execution of its visionary ecosystem-building and cluster development strategy in key locations, including Greater Boston, the San Francisco Bay Area, San Diego, Seattle, Maryland, Research Triangle, and New York City. He also founded and continues to lead Alexandria Venture Investments, the company’s strategic venture capital platform. Since the platform’s inception in 1996, it has actively invested in disruptive life science companies that are advancing transformative new modalities, platforms, and innovative medicines to meaningfully improve human health. Mr. Marcus introduced the company’s thought leadership vertical in 2011, when he co-founded the renowned Alexandria Summit®. Established to serve as a highly collaborative, neutral platform, the Alexandria Summit convenes a world-class network of visionary stakeholders to explore the most important issues facing human health and leverage its powerful collective voice to foster impactful collaborations and shape policy. Mr. Marcus leads Alexandria’s pioneering corporate responsibility initiatives, which aim to develop and implement scalable, long-term solutions to some of the nation’s most urgent challenges, including disease and other threats to human health, hunger and food insecurity, deficiencies in support services for the military and their families, education disparities, and the mental health crisis. He has been deeply engaged with several highly impactful local and national non-profit organizations for many years, including through his service on the board of directors of the Emily Krzyzewski Center, National Medal of Honor Museum, Navy SEAL Foundation, and TOPGUN Association. Prior to co-founding Alexandria, Mr. Marcus had an extensive legal career specializing in corporate finance and capital markets, venture capital, and mergers and acquisitions. During that time, he acquired expertise in the biopharmaceutical industry and was one of the principal architects of Kirin- Amgen, Inc., the trailblazing biotechnology joint venture established in 1984. He was also a practicing certified public accountant and tax manager with Arthur Young & Co., where he focused on the financing and taxation of REITs. Mr. Marcus served on the board of directors of Intra-Cellular Therapies, Inc. from 2006 until its acquisition by Johnson & Johnson in 2025. Mr. Marcus received his undergraduate and Juris Doctor degrees from the University of California, Los Angeles. |

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    | | Steven R. Hash has served as a director since December 2013 and has served as Lead Director since March 2016. Mr. Hash is the prior President and Chief Operating Officer, and Co-Founder of Renaissance Macro Research, LLC, an equity research and trading firm focused on macro research in the investment strategy, economics, and Washington policy sectors, which he co-founded in 2012 and for which he served as the President and Chief Operating Officer until April 2020, and as a consultant until December 2020. Between 1993 and 2012, Mr. Hash held various leadership positions with Lehman Brothers (and its successor, Barclays Capital), including Global Head of Real Estate Investment Banking from 2006 to 2012, Chief Operating Officer of Global Investment Banking from 2008 to 2011, Director of Global Equity Research from 2003 to 2006, Director of U.S. Equity Research from 1999 to 2003, and Senior Equity Research Analyst from 1993 to 1999. From 1990 to 1993, Mr. Hash held various positions with Oppenheimer & Company’s Equity Research Department, including senior research analyst. He began his career in 1988 as an auditor for the accounting and consulting firm of Arthur Andersen & Co. He has served as a director of The Macerich Company (NYSE: MAC) since May 2015 (and is currently Non-Executive Chairman of the board of directors), as the lead director of Nuveen Global Cities REIT, Inc., a non-traded REIT, since January 2018, and as a director of DiamondPeak Holdings Corp. (NASDAQ: DPHC) from February 2019 to October 2020. Mr. Hash received a Bachelor of Arts degree in Business Administration from Loyola University and a Master of Business Administration degree from the Stern School of Business at New York University. Mr. Hash’s qualifications to serve on the Board include his financial expertise and extensive knowledge of the real estate industry, which he acquired from various positions, including his former positions as Global Head of Real Estate Investment Banking with Lehman Brothers (and its successor, Barclays Capital) and President and Chief Operating Officer of Renaissance Macro Research, LLC. |

  16. DIRECTORS AND EXECUTIVE OFFICERS (continued)

    | | Maria C. Freire, PhD, has served as a director since April 2012. Dr. Freire is Founder and Principal of The Freire Group, a strategic advisory firm serving life sciences organizations. She currently serves on the boards of Biogen (NASDAQ: BIIB), Exelixis, Inc. (NASDAQ: EXEL), and Keystone Symposia on Molecular and Cell Biology. On February 11, 2026, Dr. Freire was elected to serve as Chair of the Board of Directors of Biogen effective following Biogen’s 2026 annual meeting of stockholders in June 2026. She is a member of the U.S. National Academy of Medicine and the Council on Foreign Relations. Dr. Freire is a senior life sciences executive with a proven record of leading and governing complex, mission-critical organizations across biotechnology and global health. Dr. Freire brings expertise in drug development, biomedical innovation, technology commercialization, and science policy, with a focus on disciplined strategy, long-term value creation, and patient-centric outcomes. Dr. Freire served as President and Executive Director of the FNIH from 2012 to 2021, where she led a Congressionally authorized organization that builds and manages large-scale public-private partnerships advancing research and clinical development across oncology, neurodegenerative diseases, autoimmune disorders, and infectious diseases. Earlier, as President and Chief Executive Officer of the Global Alliance for TB Drug Development (TB Alliance), she built and led a sustainable drug development organization, spearheading the advancement of pretomanid from preclinical research to clinical trials. Pretomanid is now approved for the treatment of multidrug-resistant tuberculosis. Dr. Freire also served as President and as a member of the board of directors of the Albert and Mary Lasker Foundation, stewarding the internationally recognized Lasker Awards and advocating for sustained investment in biomedical research. Earlier in her career, she directed the Office of Technology Transfer at the National Institutes of Health and served as a commissioner on the World Health Organization’s Commission on Intellectual Property Rights, Innovation and Public Health. Her awards include the Department of Health and Human Services Secretary’s Award for Distinguished Service, the Arthur S. Flemming Award, the Bayh-Dole Award, the 2017 Washington Business Journal's “Women Who Mean Business” Award, the 2017 Gold Stevie Award for “Woman of the Year,” and NonProfit PRO’s 2019 “Executive of the Year” Award. Dr. Freire holds a PhD in Biophysics from the University of Virginia and a Bachelor of Science degree from Universidad Peruana Cayetano Heredia in Lima, Peru. |

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    | | Claire Aldridge, PhD, has served as a director since March 2025. Dr. Aldridge currently serves on the Scientific Advisory Board of Colossal Biosciences Inc., Form Bio, Inc. and Exin Therapeutics and on the board of directors of 4E Therapeutics, Inc. and InterAct Therapeutics. Previously, Dr. Aldridge was the Chief Strategy Officer of Form Bio, Inc., the first spinout from the de-extinction and biodiversity company Colossal Biosciences Inc., from July 2022 to August 2024. At Form Bio, Inc., Dr. Aldridge led the integration of artificial intelligence (AI) and machine learning into genomic analysis and advanced therapeutics programs, such as gene therapy, biological sequence alignment, and directed evolution to accelerate the development of safe and effective new medicines. She also oversaw the generation of vast proprietary datasets needed to train sophisticated AI models. Dr. Aldridge also previously served as Senior Vice President, Chief of Staff and Business Operations at Taysha Gene Therapies, Inc. (NASDAQ: TSHA) from July 2021 to April 2022; as Associate Vice President of Commercialization and Business Development at The University of Texas Southwestern Medical Center from April 2019 to February 2021; and as Vice President, Venture Development at Remeditex Ventures from July 2011 to April 2019. Dr. Aldridge sits on the Product Development Advisory Committee of the Cancer Prevention and Research Institute of Texas (CPRIT), the $6 billion state agency established to help Texans conquer cancer through research, prevention, and commercialization. She is also a founding advisor for Nucleate Texas, a non-profit organization empowering the next generation of biotechnology leaders. Additionally, she participates in Duke University’s Entrepreneurial Leaders Network, which consists of a select group of Duke students and alumni who are focused on translating Duke discoveries into innovative startups, and is Past Chair of the Industrial Advisory Board of the Department of Bioengineering at The University of Texas at Dallas. In April 2023, Dr. Aldridge was named one of Forbes’ 10 women leading the synthetic biology revolution. Dr. Aldridge received her PhD from Duke University in the Department of Immunology and the Program in Genetics and Genomics and her Bachelor of Science degree in Biomedical Science from Texas A&M University. Dr. Aldridge brings significant experience applying AI, machine learning, and computational technologies to scientific and therapeutic innovation. At Form Bio, she advanced computational frameworks for large scale genomic analysis and oversaw platforms supporting synthetic biology, genomic engineering, and other data intensive R&D. Her expertise includes developing AI-enabled analytical systems used in comparative genomics, gene therapy, and biotechnology programs; evaluating the digital and infrastructure needs of emerging biotechnology ecosystems; and applying computational tools to accelerate scientific and operational decision-making across the drug development lifecycle. Her expertise in AI-driven genomic analysis, data architecture, and computational biology strengthens the Board’s oversight of technology trends affecting the life science and technology sectors. This experience is particularly relevant to genomics, synthetic biology, advanced biomanufacturing, and AI-enabled R&D environments central to the innovation ecosystems served by Alexandria. Dr. Aldridge’s background aligns with Alexandria’s focus on supporting the increasingly computational and AI-enabled nature of life science R&D. Her insight into how AI is transforming scientific workflows and shaping tenant infrastructure requirements enhances the Board’s ability to evaluate emerging technology trends, data-intensive tenant needs, and related innovation, risk, and governance considerations. She also strengthens Board oversight of Alexandria’s internal generative AI initiatives, through which the Company is evaluating and implementing AI-enabled solutions that enhance productivity, operational efficiency, and enterprise performance across key business functions. Her background further supports the Company’s efforts to responsibly implement AI and to shape a technology strategy that advances long‑term objectives and responds to the evolving needs of Alexandria and its tenant base. Dr. Aldridge’s qualifications to serve on the Board include her 25 years of experience in the biotechnology and life science industries, her venture capital investment expertise, and her leadership in integrating AI and machine learning into genomic analysis and advanced therapeutics programs. |

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    | | Ambassador James P. Cain has served as a director since December 2015. He is the Managing Partner of Cain Global Partners, LLC, a company that provides a vital link between the developed and emerging markets of the world by utilizing its network of diplomatic, political, and corporate resources. As a partner at Cain Global Partners, Ambassador Cain works with North American and European companies to expand their operations into international markets (such as Asia, Latin America, Eastern Europe, and the Middle East), as well as to support economic development and public policy interests. His career has spanned the fields of leadership, law, business, sports, and international diplomacy, and he has mastered the skills of building lasting relationships as well as strong ecosystems. Ambassador Cain’s unique combination of expertise and passion for business and leadership has been instrumental in his role in developing the Research Triangle Park innovation cluster. For 20 years, Ambassador Cain was a partner at the international law firm of Kilpatrick Townsend & Stockton LLP (formerly known as Kilpatrick Stockton), where he co-founded the firm’s Raleigh office in 1985. He continues to serve as counsel to Kilpatrick Townsend & Stockton. From 2000 to 2002, Ambassador Cain served as the President and Chief Operating Officer of the NHL Carolina Hurricanes and its parent company, Gale Force Holdings. Later, during his tenure as the U.S. Ambassador to Denmark, a position for which he was nominated by President George W. Bush on June 30, 2005 (to serve until January 2009), Ambassador Cain called upon not only his leadership and relationship-building skills but also his experience from his time working with the Carolina Hurricanes. As Ambassador, he oversaw the 13 agencies of the American government that composed the U.S. Embassy in Copenhagen, where he focused his energies on areas of national security, counter-terrorism, energy security, commerce, and investment. He received his Bachelor of Arts and Juris Doctor degrees from Wake Forest University. Ambassador Cain’s qualifications to serve on the Board include his extensive leadership and relationship-building skills, which he acquired from various positions, including his current position as managing partner of Cain Global Partners, LLC, his former positions as a partner at Kilpatrick Townsend & Stockton LLP and U.S. Ambassador to Denmark, as well as his broad management, legal, and business experience. |

  23. DIRECTORS AND EXECUTIVE OFFICERS (continued)

    | | Richard H. Klein, CPA, has served as a director since December 2003. Mr. Klein has a diverse background spanning more than 40 years as a senior advisor to a variety of domestic and international businesses, with a particular focus on real estate organizations. He currently serves as Executive Vice President & Chief Financial Officer of Industrial Realty Group, LLC, a privately held owner and developer of commercial and industrial properties with a 110 million SF portfolio located throughout the United States. From 2012 to 2015, Mr. Klein served as an independent business consultant. In 2003, Mr. Klein founded Chefmakers Cooking Academy LLC, which provided culinary education services and experiences and for which he served as Chief Executive Officer through 2011. From 1984 to 2000, Mr. Klein was with Ernst & Young LLP and a predecessor firm, Kenneth Leventhal & Company. From 1978 to 1983, Mr. Klein provided tax consulting and auditing services for PwC. At these firms, Mr. Klein served in a variety of capacities, including as partner in the REIT Advisory Practice, the Financial Restructuring and Insolvency Practice, and the Public Relations and Practice Development Department. Mr. Klein is a certified public accountant in the State of California. He received his Bachelor of Science degree in Accounting and Finance from the University of Southern California. Mr. Klein’s qualifications to serve on the Board include his extensive experience and knowledge of the real estate industry, and REITs in particular, and the accounting and financial expertise he developed as a certified public accountant and partner of Ernst & Young LLP. |

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    | | Sheila K. McGrath has served as a director since December 2023. Ms. McGrath was a senior managing director at Evercore ISI covering U.S. equity REITs, real estate operating companies, and Mexican real estate investment vehicles, or FIBRAs, from 2012 until 2022. Prior to joining Evercore ISI, she was managing director and sector head for REIT research at Keefe, Bruyette & Woods for five years and was a member of the firm’s Research Review Committee and Leadership Committee. Between 1994 and 2007, Ms. McGrath covered REITs and real estate operating companies as an equity research analyst at several firms, including Smith Barney and UBS. She began her career as a commercial real estate appraiser valuing various commercial real estate properties across most property sectors and conducting feasibility studies for new development projects. Ms. McGrath is currently a director at Granite Point Mortgage Trust Inc. (NYSE: GPMT), Mid-America Apartment Communities Inc. (NYSE: MAA), and New Mountain Net Lease Trust. She is also an active member of Nareit, where she currently serves on the Advisory Board of Governors and the Real Estate Investment Advisory Council and previously served on the Best Financial Practices Council. Ms. McGrath also serves on the board of advisors of the Rutgers Business School’s Center for Women in Business, of which she was a founding member. She received her Bachelor of Arts degree in Economics from Lafayette College and her Master of Business Administration degree in Finance from Rutgers University. Ms. McGrath’s qualifications to serve on the Board include her technical financial expertise and broad base of experience in the real estate industry, including her extensive knowledge in equity REITs and commercial real estate, which she acquired from various positions, including her most recent position as a senior managing director at Evercore ISI. She also serves on the board of directors of commercial real estate finance company Granite Point Mortgage Trust Inc. and on several advisory boards of Nareit. |

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    | | Michael A. Woronoff has served as a director since July 2017. From April 2019 until January 2026, Mr. Woronoff served as a partner of Kirkland & Ellis LLP, where he advised clients on a variety of corporate and securities law matters, including SEC reporting obligations, corporate governance, and strategic alliances. The Daily Journal named him nine times as one of the “Top 100 Lawyers in California.” Prior to joining K&E in 2019, Mr. Woronoff was a partner of Proskauer Rose LLP, head of Proskauer’s Los Angeles office, co-head of its international Private Equity/M&A group, and a member of the firm’s executive committee. Prior to joining Proskauer in 2004, Mr. Woronoff co-founded and was a principal of Shelter Capital Partners, a Southern California-based private equity fund that invested in technology and technology-enabled businesses. Prior to joining Shelter in 2000, Mr. Woronoff was a partner of Skadden, Arps, Slate, Meagher & Flom LLP, where he practiced corporate and securities law for 15 years. For over 20 years, he has lectured at UCLA’s School of Law, where he developed and teaches the popular course, “Venture Capital and the Start-Up Company.” Mr. Woronoff serves as a member of the Board of Trustees of Commentary magazine; a director and Chair of the finance committee of the non-profit Alliance College-Ready Public Schools Foundation; a member of the Leadership Cabinet of the Board of Governors of Cedars-Sinai, a non-profit academic healthcare organization; and a Business Fellow of the Mitchell E. Daniels, Jr. School of Business at Purdue University. He received a Juris Doctor degree from the University of Michigan Law School and both a Master of Science in Industrial Administration and a Bachelor of Science in Industrial Management from Purdue University. Mr. Woronoff’s qualifications to serve on the Board include his management and financial expertise and extensive knowledge of the corporate and securities law, SEC reporting, corporate governance, and strategic alliances, which he acquired from various positions, including his former positions as a partner of K&E, Proskauer, and Skadden, and, as a principal of Shelter. He has also served on the boards of directors of several start-up and emerging companies, including AccessDNA, TransDimension, and u-Nav Microelectronics. |

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    | | Joel S. Marcus – Refer to “Background of Directors” above. |

  32. DIRECTORS AND EXECUTIVE OFFICERS (continued)

    | | Peter M. Moglia has served as Chief Executive Officer since July 2022 and as Chief Investment Officer since September 2023. He previously served as Co-Chief Executive Officer from April 2018 through July 2022, as Co-Chief Investment Officer from May 2018 through September 2023, and as Chief Investment Officer from January 2009 through April 2018, and has been serving the Company in many important capacities since April 1998. From April 2003 through December 2008, he was responsible for the management of the Company’s Seattle region asset base and operations. From 1998 to 2003, Mr. Moglia’s responsibilities were focused on underwriting, acquisitions, and due diligence activities. Prior to joining the Company, he served as an Analyst for Lennar Partners, Inc., a diversified real estate company, where his responsibilities included underwriting and structuring direct and joint venture real estate investments. Mr. Moglia began his real estate career in the Management Advisory Services group within the Kenneth Leventhal & Co. Real Estate Group, where he spent six years providing valuation, feasibility, financial modeling, and other analytical services to real estate developers, financial institutions, pension funds, and government agencies. Mr. Moglia serves on the Nareit Advisory Board of Governors and on the boards of Team Prime Time and Chaminade College Preparatory. He received his Bachelor of Arts degree in Economics from the University of California, Los Angeles. |

  33. DIRECTORS AND EXECUTIVE OFFICERS (continued)

    | | Marc E. Binda has served as Chief Financial Officer since September 2023 and Treasurer since April 2018. Mr. Binda previously served as Executive Vice President – Finance from June 2019 to September 2023, Senior Vice President – Finance from April 2012 to June 2019, and in other capacities from January 2005 to April 2012. Since joining the Company, Mr. Binda has served in a variety of positions of increasing responsibility within the finance and accounting functions. Mr. Binda oversees the Company’s treasury strategies and risk management, financial projections, capital planning, debt financing, and other capital market transactions and provides business and technical advice on unique and complex real estate, joint venture, and leasing transactions. Prior to joining the Company, Mr. Binda was a Financial Reporting Manager at Watt Centro Management JV, LP (“Watt”), where he was responsible for accounting, finance, and treasury matters, REIT compliance, debt compliance, and U.S. and Australian GAAP reporting. Prior to joining Watt, Mr. Binda was a manager in Ernst & Young LLP’s Real Estate Advisory Business Services group, where he served three publicly traded REITs and other public and private companies. Mr. Binda is a certified public accountant and received his Bachelor of Science degree in Accounting from California Lutheran University. |

  34. DIRECTORS AND EXECUTIVE OFFICERS (continued)

    | | Hunter L. Kass has served as Co-President and Regional Market Director – Greater Boston since September 2023. Mr. Kass previously served as Executive Vice President – Regional Market Director – Greater Boston from January 2021 to September 2023 and as Senior Vice President – Strategic Market Director – Greater Boston from October 2019 to January 2021, and he has been with the Company since 2018. In these roles, Mr. Kass has been focused on the Company’s strategic growth through leadership of the Greater Boston development team and acquisitions and transactions, responsible for the management of the Company’s Greater Boston region asset base and operations, and been involved with joint ventures, financing, leasing, and other strategic opportunities outside the Greater Boston region. Prior to joining the Company, Mr. Kass worked at MIT’s Endowment (“MITIMCo”) as a Senior Investment Associate, then a Senior Real Estate Officer, and ultimately an Associate Director in the Transaction Group of the Direct Real Estate Team. During his six-year tenure at MITIMCo, Mr. Kass was a leader in the team that executed over 1 million SF of leasing, completed multiple capital market transactions that in total exceeded $2 billion, and supported the entitlement and permitting of several million SF in Cambridge, Massachusetts. Mr. Kass received his Bachelor of Arts degree from the University of Virginia, a Master of Business Administration from Babson College, and a Master of Science degree from the Center for Real Estate at the Massachusetts Institute of Technology. |

  35. DIRECTORS AND EXECUTIVE OFFICERS (continued)

    | 2026 Proxy Statement | 30 | |

  36. DIRECTORS AND EXECUTIVE OFFICERS (continued)

    DIRECTORS AND EXECUTIVE OFFICERS (continued)

  37. DIRECTORS AND EXECUTIVE OFFICERS (continued)

    | | John Hart Cole has served as Co-President since January 2026 and as Co-Regional Market Director – Seattle since January 2024. Mr. Cole previously served as Executive Vice President – Capital Markets/Strategic Operations from January 2024 to December 2025, Senior Vice President – Strategic Market Director – Seattle from October 2017 to December 2023 and as Vice President – Strategic Operations from March 2015 to October 2017. In his role as Co-Regional Market Director – Seattle, Mr. Cole focuses on the strategic growth of the Greater Seattle region, leading key acquisition and disposition initiatives, strategic development projects, and mission-critical asset management and operations, as well as supporting the region’s leasing efforts. Mr. Cole is also involved with corporate operational and capital allocation initiatives, including investor relations, acquisitions and dispositions, and capital markets management. Prior to joining Alexandria, Mr. Cole served as the Director of Operations for Surgical Care Affiliates (SCA), now a division of Optum. At SCA, he led the company’s surgical hospital division, which accounted for over $30 million in annual earnings for the company and its various partnerships. During his tenure as Director, Mr. Cole was responsible for all aspects of the division’s field operations, including managing top-line growth through strategic partnership development, acquisitions, active local partnership management, and systems development and application to optimize operations. He began his career as an analyst at Simon Property Group in Indianapolis. Mr. Cole received his Master of Business Administration degree with a focus on Finance from the University of Kentucky and his Bachelor of Science degree in Finance/Real Estate from Indiana University. |

  38. DIRECTORS AND EXECUTIVE OFFICERS (continued)

    | | Joseph Hakman has served as Co-Chief Operating Officer since July 2020 and as Chief Strategic Transactions Officer since June 2019. Mr. Hakman previously served as Senior Vice President – Strategic Transactions from January 2016 to June 2019, as Vice President – Strategic Transactions from January 2013 to December 2015, as Assistant Vice President – Due Diligence & Financial Analysis from June 2009 to December 2012, and as Senior Director – Due Diligence & Financial Analysis from December 2006 to June 2009. At the Company, Mr. Hakman oversees property acquisitions and dispositions, due diligence activities, financial underwriting, and secured debt placement and contributes to the development of the strategy and business plan for each asset. Before joining the Company, Mr. Hakman was part of the Commercial Real Estate Finance Group at Colliers International. In this capacity, he was responsible for financial and project feasibility analyses, investment sales activities, and commercial real estate transaction structuring. Previously, Mr. Hakman was a Senior Consultant at PwC, where he headed a team that was responsible for performing due diligence with respect to the acquisition of commercial property and the securitization of loan portfolios. Prior to PwC, he was in the asset management division at American Realty Advisors, where he was responsible for the asset management of office, industrial, and land assets nationally. Mr. Hakman received his Bachelor of Science degree in Business Administration from Pepperdine University. |

  39. DIRECTORS AND EXECUTIVE OFFICERS (continued)

    | | Lawrence J. Diamond has served as Co-Chief Operating Officer since April 2018 and as Regional Market Director – Maryland since July 2005. Mr. Diamond previously served as Vice President – Asset Services, Mid-Atlantic Region from January 2000 to June 2005 and as Assistant Vice President – Asset Services from November 1998 to December 1999. Throughout his tenure with the Company, Mr. Diamond has been responsible for the management of the Company’s Maryland region asset base and operations. From January 1994 to November 1998, Mr. Diamond served as Director of Facility Services for Manor Care, Inc., where he was responsible for management of corporate real estate. From 1980 to 1994, Mr. Diamond’s real estate career was focused on regional Maryland management firms, starting with B.F. Saul Company. He has gained expertise in all phases of property management, accounting, leasing, and construction services. He previously served on Maryland’s Life Sciences Advisory Board. Mr. Diamond received his Bachelor of Science degree in Accounting/Business Administration from Frostburg State University. |

  40. DIRECTORS AND EXECUTIVE OFFICERS (continued)

    | 2026 Proxy Statement | 31 | |

  41. DIRECTORS AND EXECUTIVE OFFICERS (continued)

    DIRECTORS AND EXECUTIVE OFFICERS (continued)

  42. DIRECTORS AND EXECUTIVE OFFICERS (continued)

    | | Blake L. Stevens has served as Executive Vice President – Regional Market Director – Research Triangle since January 2026. Dr. Stevens previously served as Senior Vice President – Regional Market Director – Research Triangle from May 2025 to December 2025, Strategic Market Director – Research Triangle from July 2024 to May 2025, and has held several senior leadership roles since joining the Company in April 2017, including General Manager - LaunchLabs and Vice President – Science & Technology and Head of Alexandria LaunchLabs – Research Triangle as part of Alexandria Venture Investments, the Company’s strategic venture capital platform. As Regional Market Director, Dr. Stevens leads Alexandria’s Research Triangle real estate portfolio, focusing on strategic growth, driving regional strategy, executing key acquisition and disposition initiatives, steering the regional Alexandria team, and engaging deeply with the local life science ecosystem. He also oversees the Research Triangle portfolio for Alexandria Venture Investments and leads the Company’s national agtech investment strategy. Dr. Stevens serves as a board director for several venture-backed companies and entrepreneurial organizations. Prior to joining Alexandria, Dr. Stevens was an investor at Harris & Harris Group, an early-stage venture capital firm specializing in life sciences and agtech, where he led direct investments into early-stage companies, managed a diverse venture portfolio, and co-founded multiple startups. Earlier in his career, he was the seventh employee at HZO, Inc., where he led R&D, commercialization, intellectual property, and technical business development. Dr. Stevens holds a Bachelor of Science in Materials Science and Engineering from Cornell University, a PhD in Materials Science and Engineering from Northwestern University, and a Certificate in Management for Scientists and Engineers from the Kellogg School of Management. |

  43. DIRECTORS AND EXECUTIVE OFFICERS (continued)

    | | Bret E. Gossett has served as Executive Vice President – Co-Regional Market Director – San Diego since January 2026. Mr. Gossett previously served as Senior Vice President – Head of Leasing – San Diego from June 2020 to December 2025. He has served in leadership roles at Alexandria for 15 years and brings over three decades of experience in commercial real estate. Under his guidance, Alexandria achieved significant milestones, including completing or directing hundreds of lease transactions aggregating millions of RSF and leading over 30 build-to-suit and single-tenant leases that have set new industry benchmarks. Among these achievements are landmark transactions with multinational pharmaceutical companies that rank among the largest lab leases in the Company’s history. Mr. Gossett focuses on advancing leasing strategy, supporting development initiatives, and strengthening tenant relationships in Alexandria’s life science ecosystem. Prior to joining Alexandria, Mr. Gossett was with Veralliance Properties, Inc., which he joined in 2006 as a Principal and was actively involved in every facet of the business, including acquisitions and dispositions, land entitlement, and ground-up development. Alexandria acquired Veralliance Properties in 2010, at which time Mr. Gossett joined the Company. Before Veralliance Properties, Mr. Gossett spent over 18 years at CB Richard Ellis Group, Inc., where he was consistently recognized as a top performer. Mr. Gossett received his Bachelor of Science degree in International Relations from the University of Southern California. |

  44. DIRECTORS AND EXECUTIVE OFFICERS (continued)

    | | Jesse J. Nelson has served as Executive Vice President – Regional Market Director – San Francisco since January 2026. He previously served as Senior Vice President – Regional Market Director from May 2023 to December 2025, Senior Vice President – Real Estate from October 2019 to May 2023, and Vice President – San Francisco Region from October 2015 to September 2019. As Regional Market Director – San Francisco, Mr. Nelson is responsible for the strategic growth and performance of Alexandria’s San Francisco Bay Area region, including team development, acquisition and disposition initiatives, strategic development projects, key leasing efforts, and asset management and operations. Prior to joining Alexandria, Mr. Nelson served as Vice President, Investments at CIM Group, a real estate private equity firm, where he was responsible for sourcing, executing, and managing a diversified portfolio of real estate investments and development projects with an aggregate value exceeding $2 billion. In that role, his experience spanned Class A workplace, luxury residential, hospitality, and utility-scale renewable energy assets. He began his career as a Development Associate at Clark Realty Capital in Southern California. Mr. Nelson holds a Bachelor of Science degree in Finance and International Business from Georgetown University and a Master of Business Administration degree from the University of California, Berkeley. |

  45. DIRECTORS AND EXECUTIVE OFFICERS (continued)

    | 2026 Proxy Statement | 32 | |

  46. DIRECTORS AND EXECUTIVE OFFICERS (continued)

    DIRECTORS AND EXECUTIVE OFFICERS (continued)

  47. DIRECTORS AND EXECUTIVE OFFICERS (continued)

    | | Joshua J. Mitchell has served as Executive Vice President – Regional Market Director – New York since January 2026. Mr. Mitchell previously served as Senior Vice President – Regional Market Director from January 2024 to December 2025, and Senior Vice President – Strategic Market Director from February 2023 to December 2023. In his role as Regional Market Director, Mr. Mitchell is responsible for the strategic growth of Alexandria’s New York City region, overseeing leasing, acquisition and disposition initiatives, real estate development, ecosystem programming, and operational excellence through asset management and operations. He also supports Alexandria’s capital recycling program and corporate reporting initiatives. Prior to joining Alexandria, from May 2019 to January 2023, Mr. Mitchell served as Director and then Managing Director of Real Estate at the University of Toronto, where he was responsible for acquisitions, joint venture partnerships, leasing, operations, and overall strategic direction of the university’s inaugural Four Corners real estate strategy. The Four Corners strategy sought to develop more than 4 million square feet over a decade to deliver critical life science and innovation space, housing, retail, and other amenities while also generating a sustainable source of income for the university’s strategic initiatives. Prior to this role, Mr. Mitchell worked as Senior Vice President at the New York City Economic Development Corporation, where he underwrote and structured large-scale public- private real estate projects across all five boroughs. Mr. Mitchell received his Honours Bachelor of Arts degree in Economic Geography and his Master of Science in Urban Planning degree, with a focus on real estate development and urban design, from the University of Toronto. |

  48. DIRECTORS AND EXECUTIVE OFFICERS (continued)

    | | Michael E. Boss has served as Executive Vice President – Co-Regional Market Director – San Diego since January 2026. Mr. Boss previously served as Senior Vice President – Real Estate from July 2021 to December 2025 and as Vice President – Real Estate from July 2018 to June 2021. In his role as Co-Regional Market Director – San Diego, he focuses on strategic portfolio management and investments within the region, leading strategic capital markets initiatives and development projects, and co-leading asset management, operations, and leasing. Prior to joining Alexandria, Mr. Boss served as Regional Director at Nuveen Real Estate, where he led regional growth and asset management across the U.S. Southwest. Prior to Nuveen, he spent nearly 10 years at GE Capital, where he held various critical roles after beginning his career through the firm’s renowned Financial Management Program. Mr. Boss has executed over $10 billion in capital markets transactions across more than 100 individual transactions in his career in commercial real estate. He received his Bachelor of Science in Economics, magna cum laude, from The Pennsylvania State University and his Master of Science in Real Estate, summa cum laude, from the University of San Diego. |

  49. DIRECTORS AND EXECUTIVE OFFICERS (continued)

    | | Hallie E. Kuhn has served as Executive Vice President – Capital Markets and Co-Lead – Life Science since January 2026. Dr. Kuhn previously served as Senior Vice President - Co-Lead - Life Science & Capital Markets from April 2024 to December 2025, as Senior Vice President - Science & Technology/Capital Markets from July 2022 to April 2024, and as Principal – Head of ARE LaunchLabs – Pasadena from January 2019 to March 2023. In her role, Dr. Kuhn manages Alexandria’s capital markets activities, including investor relations, communications, and strategic corporate initiatives. She also co- leads Alexandria’s Life Science team, which is responsible for tenant sourcing and underwriting, oversees Alexandria’s venture investment portfolio, and supports San Diego’s regional ecosystem and real estate strategy. In 2021, Dr. Kuhn received the Life Science Catalyst Award from Biocom California, and in 2022, she was recognized among the top 25 most influential individuals in Los Angeles commercial real estate by Commercial Observer. Prior to joining Alexandria, Dr. Kuhn was a Principal at LS Polaris Innovation Fund, a Boston-based venture capital fund specializing in early-stage life science investments. She concurrently served as Chief of Staff, supporting business development and operations across portfolio companies. Prior to Polaris, she was a Senior Consultant at ClearView Healthcare Partners. Dr. Kuhn holds a PhD in Systems Biology from Harvard University and was a Churchill Scholar at the University of Cambridge. She is a recipient of a National Science Foundation Graduate Fellowship, a National Defense Science and Engineering Fellowship, and a Harvard Ashford Fellowship. She holds a Bachelor of Science degree from Harvey Mudd College. |

  50. DIRECTORS AND EXECUTIVE OFFICERS (continued)

    | 2026 Proxy Statement | 33 | |

  51. DIRECTORS AND EXECUTIVE OFFICERS (continued)

    DIRECTORS AND EXECUTIVE OFFICERS (continued)

  52. DIRECTORS AND EXECUTIVE OFFICERS (continued)

    | | Jenna R. Foger has served as Executive Vice President – Co-Lead – Life Science since January 2026. Ms. Foger previously served as Senior Vice President - Co-Lead - Life Science from May 2023 to December 2025 and in various other leadership positions since joining the Company in April 2014. In her role, Ms. Foger co-leads Alexandria’s Life Science team, and is responsible for managing Alexandria’s venture investment portfolio activities; the Alexandria Strategic Capital Platform; tenant portfolio oversight, regional strategy, ecosystem engagement, and thought leadership initiatives across several of Alexandria’s key cluster markets, including San Francisco Bay Area. Ms. Foger was recognized by Crain’s New York Business in its 40 Under 40 Class of 2020 and has been included in the Global Corporate Venture Powerlist since 2022. Prior to joining Alexandria, Ms. Foger worked as an Associate at Windham Venture Partners, a boutique healthcare venture capital firm focused on medical device and digital health investments and held roles as a Senior Consultant at Navigant Consulting (formerly Easton Associates) and as a Neurobiology Research Associate at The Rockefeller University. Ms. Foger earned her master’s degree in biotechnology from Columbia University and graduated Phi Beta Kappa and summa cum laude from the University of Pennsylvania with a BA degree in Cognitive Neuroscience and Psychology. |

  53. DIRECTORS AND EXECUTIVE OFFICERS (continued)

    | | Jackie B. Clem has served as General Counsel and Secretary since July 2020. Ms. Clem previously served as Senior Vice President – Real Estate Legal Affairs and Assistant Secretary from January 2015 to July 2020 and has been with the Company since 2006. Since joining the Company, Ms. Clem has overseen a vast array of complex domestic and international transactions; and has helped to develop and implement protocols and initiatives within the legal department and Company wide. Ms. Clem has over 25 years of commercial real estate and related legal experience. Ms. Clem previously practiced law in the real estate department of Paul, Hastings, Janofsky & Walker LLP in Los Angeles, where she specialized in acquisitions, dispositions, leasing, development, and other commercial real estate transactions, representing a variety of REITs, regional and national developers, retailers, and institutional investors. Ms. Clem received her Bachelor of Arts degree from the University of California, San Diego and her Juris Doctor degree from the University of California, Los Angeles, and is also a member of the California Bar. Throughout her career, Ms. Clem has been actively involved in a number of community organizations. She helped found Pasadena Education Network, a non-profit organization formed to promote family participation in public education in Pasadena, California and previously served on the board of the Pasadena Educational Foundation. |

  54. DIRECTORS AND EXECUTIVE OFFICERS (continued)

    | | Andres R. Gavinet has served as Chief Accounting Officer since June 2012. Mr. Gavinet oversees the Company’s accounting and financial reporting functions and the execution of capital market transactions. Prior to joining the Company, Mr. Gavinet was the Chief Accounting Officer at Ares Management, a global alternative asset manager. Previously, Mr. Gavinet served in senior finance and accounting positions in private and public real estate companies, including as Chief Financial Officer at Younan Properties, as Executive Vice President of Finance at Douglas Emmett, Inc., and as Chief Accounting Officer at Arden Realty, Inc. Mr. Gavinet began his career in the Assurance and Advisory Services group within the EY Kenneth Leventhal Real Estate Group, where he spent five years practicing as a certified public accountant and assisting clients with audit and attestation services related to REIT initial public offerings and debt and joint venture compliance. Mr. Gavinet received his Bachelor of Science degree in Accounting from California State University, Northridge. |

  55. DIRECTORS AND EXECUTIVE OFFICERS (continued)

    | | Orraparn C. Lee has served as Executive Vice President – Accounting since March 2022. Ms. Lee previously served as Senior Vice President – Accounting from January 2018 to March 2022 and has been with the Company since October 2009. In her current role, Ms. Lee oversees the Company’s accounting operations, including property operations, real estate transactions, joint ventures, and the venture investment portfolio. Throughout her tenure with the Company, Ms. Lee has been deeply involved in developing and enhancing operating processes designed to mitigate risks, strengthen controls, and drive efficiencies across the organization. Prior to joining the Company, Ms. Lee was a senior associate in Deloitte’s Real Estate Assurance group, where she served publicly traded REITs and private real estate companies as well as other public and private companies in the financial services industry and non-profit organizations. Ms. Lee is a certified public accountant and received her Bachelor of Arts degree in Economics with a minor in Accounting, cum laude, from the University of California, Los Angeles. |

  56. DIRECTORS AND EXECUTIVE OFFICERS (continued)

    | 2026 Proxy Statement | 34 | |

  57. DIRECTORS AND EXECUTIVE OFFICERS (continued)

    DIRECTORS AND EXECUTIVE OFFICERS (continued)

  58. DIRECTORS AND EXECUTIVE OFFICERS (continued)

    | | Kristina A. Fukuzaki-Carlson has served as Executive Vice President – Business Operations since March 2022. Ms. Fukuzaki-Carlson previously served as Senior Vice President – Business Operations from January 2016 to March 2022 and has been with the Company since October 2005. Since joining the Company, Ms. Fukuzaki-Carlson has been responsible for leading global efforts associated with the Company’s talent and business operations vision, initiatives, and programs. She has developed and implemented leadership and organizational priorities, ensured the integrity and synergy of Alexandria’s talent and business operations, and effectively cultivated the Company’s human capital. In her latest role, Ms. Fukuzaki-Carlson is responsible for leading the Company’s total rewards and employee wellness programs, and overseeing legal compliance and internal processes and procedures. She has more than 30 years of experience in the field of human resources, including 20 years at Alexandria. Prior to joining the Company, Ms. Fukuzaki-Carlson spent over 10 years in human resource advisory and business partner roles within companies such as E-Trade Financial, Los Angeles Times, and Toyota Financial Services. She holds SHRM-SCP, SPHR, and CCP designations and has been recognized with the Patriotic Employer Award by the Office of the Secretary of Defense for her upstanding efforts to support our military and their families. Ms. Fukuzaki-Carlson received her Bachelor of Arts degree in Business Administration, with an emphasis in Human Resources Management, from California State University, Fullerton and her Master of Science degree in Human Resources from Chapman University. |

  59. DIRECTORS AND EXECUTIVE OFFICERS (continued)

    | | Madeleine T. Alsbrook has served as Executive Vice President – Talent Management since March 2022. Ms. Alsbrook previously served as Senior Vice President – Talent since January 2018, as Vice President – Talent Management from August 2015 to January 2018, as Executive Director – Human Resources from January 2013 to August 2015, as Senior Director – Human Resources from July 2012 to January 2013, and as Director – Human Resources from January 2012 to July 2012. In these roles, Ms. Alsbrook has been directly responsible for managing Alexandria’s strategic talent acquisition, growth, and employee development. Ms. Alsbrook also works on Company-wide initiatives to support organizational culture, employee engagement, and retention. Prior to joining Alexandria, Ms. Alsbrook worked as a Human Resources Business Partner for Royal Bank of Canada (“RBC”), where she was responsible for human resources (“HR”) efforts for its Wealth Management business in the UK during a period of rapid expansion. Prior to RBC, Ms. Alsbrook was an HR Advisor for Linklaters LLP in London, where she executed major restructuring efforts for the firm. Ms. Alsbrook holds her Bachelor of Arts degree in Management Studies from the University of Nottingham, UK and her Master of Arts degree in Personnel and Development from the University of Westminster, UK. |

  60. DIRECTORS AND EXECUTIVE OFFICERS (continued)

    | | Gregory C. Thomas has served as Executive Vice President – Chief Technology Officer since January 2026. He previously served as Senior Vice President – Chief Technology Officer from November 2018 to December 2025. As Chief Technology Officer, Mr. Thomas is responsible for the Company’s enterprise technology strategy, execution, and governance. He provides strategic direction and leadership across the Company’s information technology landscape, including business applications, infrastructure and operations, information security, tenant engagement, and building innovation. In partnership with corporate and regional property teams, he advances secure, reliable, and scalable technology solutions that enhance operational performance, support growth, and elevate the tenant experience. Prior to joining Alexandria, Mr. Thomas served in senior leadership roles within Deloitte’s Investment Management and Real Estate practice, where he advised owners, operators, investors, REITs, developers, homebuilders and third-party service providers on business process and technology alignment, outsourcing advisory, human capital transformation, emerging technologies, business intelligence and analytics, digital strategy, and relationship management strategy. Prior to Deloitte, he was Vice President, Chief Information Officer for Colony Capital, a leading private equity real estate firm, and Senior Vice President, Chief Information Officer for SunCal Companies, a leading residential land developer. He has also held senior positions within the real estate advisory practices of Ernst & Young and Kenneth Leventhal & Co. Mr. Thomas received his Bachelor of Science degree in Systems Analysis and Finance from Miami University. |

  61. DIRECTORS AND EXECUTIVE OFFICERS (continued)

    | | Gary D. Dean has served as Executive Vice President – Real Estate Legal Affairs since July 2020. Mr. Dean joined the Company in 2004 and served as Senior Vice President – Real Estate Legal Affairs since January 2015 and has been responsible for real estate legal issues related to acquisitions, dispositions, leases, and operational matters. In addition, as FCPA and OFAC compliance officer, Mr. Dean oversees Alexandria’s compliance program and reviews and evaluates compliance issues and concerns within the organization. Mr. Dean has managed Alexandria’s vendor contracting process and is a key legal advisor to the Real Estate Development Legal department. Mr. Dean is a seasoned legal executive with over two decades of experience in commercial real estate and related fields, and he previously practiced law at Skadden, Arps, Slate, Meagher & Flom LLP in its Los Angeles and Tokyo offices. While at Skadden, Mr. Dean represented several publicly traded REITs and other institutional clients with investments in hotel, retail, office, residential, and mixed-use projects. Mr. Dean has a Bachelor of Arts degree in Political Science and a Juris Doctor degree from the University of California, Los Angeles. |

  62. DIRECTORS AND EXECUTIVE OFFICERS (continued)

    | 2026 Proxy Statement | 35 | |

  63. DIRECTORS AND EXECUTIVE OFFICERS (continued)

    DIRECTORS AND EXECUTIVE OFFICERS (continued)

  64. 2025 Director Compensation Table

    2025 Director Compensation Table

  65. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Joel S. Marcus(3) ............................. | — | — | — | | Steven R. Hash ............................... | 221,000(4) | 200,010 | 421,010 | | Claire Aldridge, PhD ....................... | 104,000(5) | 99,160 | 203,160 | | James P. Cain ................................. | 185,000 | 200,010 | 385,010 | | Cynthia L. Feldmann ...................... | 47,873(6) | 200,010 | 247,883 | | Maria C. Freire, PhD ...................... | 165,000 | 200,010 | 365,010 | | Richard H. Klein .............................. | 170,000 | 200,010 | 370,010 | | Sheila K. McGrath .......................... | 130,000 | 200,010 | 330,010 | | Michael A. Woronoff ....................... | 170,000(7) | 200,010 | 370,010 |

  66. 2025 Director Compensation Table

    (1)Except for the amount reflected for Dr. Aldridge, who, upon her appointment to our Board on March 14, 2025, received a restricted stock award of 1,000 shares with an aggregate grant date fair value of $99,160 that will vest in full on the second anniversary of her appointment, the amounts in this column represent the grant date fair value of (i) restricted stock awards granted on January 15, 2025, or, for those non-employee directors who elected to defer their restricted stock awards pursuant to the DCPD (as defined and discussed in the “Deferred Compensation Plan for Directors” section below) and receive phantom stock units in lieu thereof, (ii) phantom stock units credited on January 15, 2025, in each case as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), with expected dividends factored into each grant date fair value. A discussion of the assumptions used in calculating the grant date fair value is set forth in Notes 2 and 17 of the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Mr. Hash, Mr. Cain, Mr. Klein, Ms. McGrath, and Mr. Woronoff each elected to defer 100% of their restricted stock awards pursuant to the DCPD. (2)As of December 31, 2025, our non-employee directors held the following amounts of unvested restricted stock awards and unvested phantom stock units:

  67. 2025 Director Compensation Table

    | Award Type | Steven R. Hash | Claire Aldridge | James P. Cain | Maria C. Freire | Richard H. Klein | Sheila K. McGrath | Michael A. Woronoff | | Unvested restricted stock awards ........... | — | 1,000 | — | 3,107 | — | — | — | | Unvested phantom stock units ................ | 3,107 | — | 3,107 | — | 3,107 | 2,825 | 3,107 |

  68. 2025 Director Compensation Table

    (3)Mr. Marcus, the Company’s Executive Chairman, was an employee of the Company in 2025 and thus received no compensation for his services as director. The compensation received by Mr. Marcus as an NEO of the Company is shown in the “Summary Compensation Table” on page 100. (4)Mr. Hash elected to defer 100% of his annual cash retainer fee earned in 2025 into phantom stock units under the DCPD. (5)Dr. Aldridge was elected by the Board to serve as a director on March 14, 2025. This amount represents a prorated amount of the annual cash retainer fee and annual committee member cash fee paid to Dr. Aldridge for her Board and Life Science Committee service in 2025. (6)Ms. Feldmann did not stand for reelection at the 2025 Annual Meeting, and as such, her service as the Company’s director concluded on May 13, 2025. Director compensation received by Ms. Feldmann in 2025 was commensurate with the duration of her services as a director in that year. (7)Mr. Woronoff elected to defer 100% of his annual cash retainer fee and annual committee member cash fees earned in 2025 into phantom stock units under the DCPD. In determining the form and amount of compensation to be paid to our independent directors in 2025, the Board considered recommendations from FTI Consulting, Inc. (“FTI”). At the end of 2024, the Board reviewed data provided by FTI for the peer group described under “Compensation Peer Group” on page 65 and considered industry trends in director compensation to determine the terms of the compensation program for our independent directors in 2025. In 2025, each independent director earned an annual cash retainer fee of $110,000, except for Dr. Aldridge, who joined the Board on March 14, 2025 and received a prorated annual cash retainer fee, and Ms. Feldmann, who received a prorated annual cash retainer fee based on her service as a director through her departure from the Board on May 13, 2025. The Lead Director earned an additional $50,000 in annual cash fees. Additional fees for various roles were as follows:

  69. 2025 Director Compensation Table

    | | Committee Chair ($) | Committee Member ($) | | Audit Committee ............................................................................................. | 40,000 | 20,000 | | Compensation Committee ............................................................................ | 35,000 | 20,000 | | Nominating & Governance Committee ....................................................... | 35,000 | 20,000 | | Life Science Committee ................................................................................ | 35,000 | 20,000 | | Pricing Committee .......................................................................................... | N/A | 6,000 |

  70. 2025 Director Compensation Table

    Incumbent independent directors were also eligible to receive restricted stock awards under the Company’s Amended and Restated 1997 Stock Award and Incentive Plan (the “1997 Incentive Plan”) equal to a fixed-dollar amount of approximately $200,000 divided by the Company’s closing stock price as of the grant date as compensation for their services as directors. These restricted stock awards generally vest over a period of three years. Upon her appointment to our Board on March 14, 2025, Dr. Aldridge received a restricted stock award of 1,000 shares with an aggregate grant date fair value of $99,160, which will vest in its entirety on the second anniversary of her appointment.

  71. 2025 Director Compensation Table

    | 2026 Proxy Statement | 36 | |

  72. DIRECTORS AND EXECUTIVE OFFICERS (continued)

    DIRECTORS AND EXECUTIVE OFFICERS (continued) In 2016, our stockholders approved a limit on the amount of non-employee director compensation under the 1997 Incentive Plan. The aggregate value of all compensation granted or paid to any individual solely for service as a non-employee director of the Board with respect to any calendar year may not exceed $600,000 in total value, calculating the value of any stock awards based on the grant date fair value of such awards. This limit was not intended to serve as an increase in the annual amount of non-employee director compensation; rather, this action was approved for the purpose of limiting the amount of compensation the Board can approve for non-employee directors each year.

  73. The Fundamental Principle That Drives Our Pay Decisions Is to Align Pay With Performance

    The Fundamental Principle That Drives Our Pay Decisions Is to Align Pay With Performance The Compensation Committee structures NEO compensation to be closely tied to the Company’s performance and execution of our key business objectives, as reflected in the following program features (calculations are based on the grant date fair value of equity awards as reported in the Summary Compensation Table): •Majority of each NEO’s compensation is equity-based. In 2025, an average of 61% of our NEOs’ total annual compensation consisted of incentive equity awards that are “at risk” and directly linked to long-term stockholder value. •Most equity awards do not pay dividends unless and until they vest. Approximately 89% of all equity awards granted in 2025 do not pay dividends prior to vesting. Any dividends accrued on such unvested equity awards are forfeited if the underlying award does not vest, reinforcing our pay-for-performance philosophy.

  74. •Majority of Executive Chairman’s and Chief Executive Officer’s equity compensation is performance-

    •Majority of Executive Chairman’s and Chief Executive Officer’s equity compensation is performance- based. Approximately 68% of our Executive Chairman’s and 60% of our Chief Executive Officer’s long-term incentive equity awards granted in 2025 vest only upon achievement of performance goals tied to our Funds From Operations (“FFO”) per share, net debt to Adjusted EBITDA ratio, adjusted EBITDA margin, and TSR over a three- year period on absolute and relative bases. •Long combined vesting and holding horizon for equity awards. Alexandria maintains one of the longest combined vesting and post-vesting holding periods among S&P 500 REITs—4.7 years for all NEO equity awards— based on the Company’s 2025 grants and 2024 grants for other S&P 500 REITs. (1) Represents the weighted-average vesting period, weighted by the equity grant-date value reported in each company’s Summary Compensation Table, plus any post-vesting holding requirement if such requirement exists for at least one grant issued by the company in 2024 (2025 for ARE). Reflects 2025 grants for ARE and 2024 grants for other S&P 500 REITs. Information for S&P 500 REIT peers is based on their respective 2025 proxy statement disclosures. (2) Percentile reflects the share of S&P 500 REITs presented with holding periods at or below ARE’s (including ARE).

  75. •Majority of Executive Chairman’s and Chief Executive Officer’s equity compensation is performance-

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  76. Long-Term Performance-Plan Equity Awards Align NEO Pay with Stockholder Outcomes

    Long-Term Performance-Plan Equity Awards Align NEO Pay with Stockholder Outcomes Our NEOs’ performance-based equity compensation is structured so that realized value is directly tied to stock price performance and the achievement of predetermined performance goals, including the forfeiture of awards when targets are not met. To further strengthen the alignment between pay outcomes and Company performance, our NEOs’ performance‑based equity compensation incorporates the following elements: •Performance Plan Equity Awards are earned over a three-year performance period, with payouts determined in part by absolute and relative three‑year TSR to ensure alignment with shareholder returns. •Beginning with the 2024 Performance Plan Equity Awards, a one-year post-vesting sale restriction is mandated, extending executives’ exposure to Company performance beyond vesting and reinforcing accountability. Actual and projected vesting outcomes of performance-based equity awards granted to each NEO: •2023 Grants: In January 2026, all NEOs forfeited 83% of the Performance Plan Equity Awards granted in January 2023 with the performance period ending in December 2025, based on the level of achievement of the underlying performance goals. Additional information is provided in the section titled “2023 Long-Term Performance-Plan Equity Award Forfeitures and Partial Vesting.” •2024 Grants (Projected outcome): Based on performance through December 31, 2025, our NEOs would forfeit approximately 33% of the Performance Plan Equity Awards granted in January 2024. Actual payout levels will be determined following completion of the three-year performance period ending December 31, 2026. •2025 Grants (Projected outcome): Based on performance through December 31, 2025, our NEOs would forfeit approximately 56% of the Performance Plan Equity Awards granted in January 2025. Actual payout levels will be determined following completion of the three-year performance period ending December 31, 2027. As illustrated in the chart below, including projected forfeitures for the 2024 and 2025 grants, a significant portion of performance-plan equity awards are forfeited when performance does not meet established targets. This outcome underscores our long-term pay-for-performance philosophy, which extends beyond vesting through the one-year post-vesting sale restriction.

  77. Long-Term Performance-Plan Equity Awards Align NEO Pay with Stockholder Outcomes

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  78. Long-Term Incentive Equity Awards Align CEO and Executive Chairman Pay with Stockholder Outcomes

    Long-Term Incentive Equity Awards Align CEO and Executive Chairman Pay with Stockholder Outcomes Our Executive Chairman and Chief Executive Officer are each eligible to receive an annual long-term incentive award (the “Annual LTI Grant”) in the form of restricted stock, 50% of which is subject to performance-based vesting conditions (the “Performance-Based LTI Equity Grant”) and the remaining 50% of which is subject to service- or time-based vesting conditions (the “Time-Based LTI Equity Grant”). •LTI equity awards are earned over a three-year performance period, with payouts determined in part by absolute and relative three‑year TSR to ensure alignment with shareholder returns. •Addition of a one-year post-vesting holding period. Beginning with the 2024 Annual LTI Grant, we introduced an additional one-year post-vesting sale restriction, extending executives’ exposure to Company performance beyond vesting and reinforcing accountability. •Dividends are forfeited if shares do not vest. Beginning with the 2024 Annual LTI Grant, no dividends are paid prior to vesting on all unvested LTI equity awards. Any dividends accrued on any such unvested equity awards that are forfeited will also be forfeited, reinforcing our executive compensation program’s pay-for-performance philosophy. Outcomes of Performance-Based LTI Equity Grants to our Executive Chairman and our Chief Executive Officer: •2023 Performance-Based LTI Equity Grants: In December 2025, our Executive Chairman and our Chief Executive Officer forfeited 100% of their respective LTI equity awards granted in January 2023. For additional information, refer to the section titled “2023 Long-Term Incentive Equity Performance-Based Award to the Executive Chairman and the Chief Executive Officer - Full Forfeiture.” •2024 Performance-Based LTI Equity Grants (Projected): Approximately 33% of the LTI equity awards granted in January 2024 to our Executive Chairman and our Chief Executive Officer is currently projected to be forfeited based on the actual performance of our forward FFO per share multiple relative to the FTSE NAREIT Equity Health Care Index since the grant date in January 2024 through December 31, 2025. Actual results and payout levels will be determined following completion of the performance period ending December 31, 2026. •2025 Performance-Based LTI Equity Grants (Projected): Approximately 33% of LTI equity awards granted in January 2025 to our Executive Chairman and our Chief Executive Officer is currently projected to be forfeited based on the actual performance of our adjusted EBITDA Margin and our net debt to adjusted EBITDA ratio for the fourth quarter 2025, and three-year TSR (absolute and relative to the FTSE NAREIT Equity Health Care Index) since the grant date in January 2025 through December 31, 2025. Actual results and payout levels will be determined following completion of the performance period ending December 31, 2027. As illustrated in the chart below, when performance metrics over the three-year period do not meet target levels, a significant portion of performance-based equity is forfeited (shown in red). This outcome underscores our long-term pay-for- performance philosophy, which extends beyond the vesting date through an additional one-year post-vesting sale restriction.

  79. Long-Term Incentive Equity Awards Align CEO and Executive Chairman Pay with Stockholder Outcomes

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  80. 2023-2025 Than the Corresponding Awards’ Grant-Date Market Value

    2023-2025 Than the Corresponding Awards’ Grant-Date Market Value As illustrated in the charts below, the market value of equity awards vested in each year from 2023 to 2025 (“Total Annual Market Value Realized on Vesting”) was substantially lower than the market value of those same shares on their respective earlier grant dates. This difference is reflected in the “Payout Ratio” shown for each vesting year. “Total Annual Market Value Realized on Vesting” represents the market value of all equity awards that vested during each year presented, calculated using the Company’s closing stock price on each applicable vesting date. “Grant Date Market Value (Same Shares)” represents the market value of those same shares on their respective grant dates. For example, the $2.2 million shown for 2025 represents the aggregate vesting-date value of all shares that vested in 2025 (net of any forfeitures), whereas $3.9 million represents the market value of those same shares (before forfeitures) on their respective grant dates spanning from 2022 to 2025. The “Payout Ratio” is calculated as Total Annual Market Value Realized on Vesting divided by Grant Date Market Value (Same Shares) for the applicable vesting year.

  81. Executive Chairman’s 2026 Annual LTI Grant Is 100% Performance-Based (No Increase in Grant Target Value)

    Executive Chairman’s 2026 Annual LTI Grant Is 100% Performance-Based (No Increase in Grant Target Value) To further demonstrate his conviction in the Company’s mission-critical role, capital strategy, and long‑term value potential, the Executive Chairman requested that his Annual LTI Grant awarded in January 2026 be delivered entirely in performance‑based form, rather than the 50/50 performance‑based and time‑based mix (at target) provided under his employment agreement. This modification changed only the mix of the award, not its aggregate target value. Making his entire grant subject to performance-based vesting further reinforces alignment between the Executive Chairman’s compensation and long-term stockholder outcomes. This decision was reported in the Company’s Form 8-K filed on January 12, 2026, and additional detail regarding the award will be provided in the Compensation Discussion and Analysis in the Company’s 2027 proxy statement.

  82. 2025 NEO Pay Structure: Majority of Compensation Delivered in “At‑Risk” Form

    2025 NEO Pay Structure: Majority of Compensation Delivered in “At‑Risk” Form As shown in the chart below, a substantial majority of the 2025 compensation for our Executive Chairman, Chief Executive Officer, and other NEOs was delivered in “at‑risk” compensation, with a significant portion in long‑term restricted stock. Realized equity values are directly affected by our stock price at the time of vesting, and they may also be reduced through the forfeiture of unearned shares when performance targets are not met. As a result, declines in stockholder value, as well as the failure to meet one or more of our performance goals, can materially reduce or eliminate realized equity outcomes for our NEOs. This structure reinforces strong alignment with stockholders by ensuring that executive compensation outcomes appropriately reflect Company performance and stockholder experience.

  83. Key Elements of the 2025 Compensation Program

    | Performance-Based Equity | Combined Vesting and Holding Period | | 64% | 4.7 Years | | of Aggregate Equity Awards Granted to Executive Chairman and Chief Executive Officer in 2025 | for Equity Awards Granted to All NEOs in 2025 | | Exceeds 60% Average for S&P 500 Companies1 | 93rd Percentile Among S&P 500 REITs | | Approximately 68% of our Executive Chairman’s and 60% of our Chief Executive Officer’s long-term incentive equity awards granted in 2025 vest only upon achievement of performance goals. | Alexandria maintains one of the longest combined vesting and post-vesting holding periods among S&P 500 REITs, based on 2025 grants for the Company and 2024 grants for other S&P 500 REITs. |

  84. Significant and Proactive Stockholder Engagement

    Significant and Proactive Stockholder Engagement A critical component of the Compensation Committee’s process continues to be its ongoing active engagement with our stockholders. After receiving the support of 73% of the votes cast for our 2025 say-on-pay proposal regarding 2024 NEO compensation, we continued our outreach efforts and proactively contacted stockholders representing approximately 65% of our Common Stock. These meetings were led by Steven R. Hash, our Lead Director and Chair of the Compensation Committee, with participation from Director Sheila K. McGrath and certain members of our management team. During these discussions, stockholders generally emphasized the importance of maintaining strong pay-for- performance alignment and demonstrating that alignment through clear disclosures, including equity award payout ratios. They also underscored the value of stock ownership requirements, robust vesting provisions, and post-vesting holding periods. This feedback aligns with the structure of our existing program, including our long-duration vesting and holding periods, which are in the 93rd percentile among S&P 500 REITs. In this Compensation Discussion and Analysis, we have further enhanced transparency by expanding disclosures regarding our vesting design, forfeiture outcomes, payout ratios, and other key compensation metrics. Our stockholder outreach indicated that certain investors preferred no year‑over‑year increase in the summary compensation table total compensation for our Executive Chairman and Chief Executive Officer. In response to this feedback, the Compensation Committee reduced 2025 total compensation by $6.2 million, or 35%, for our Executive Chairman and by $1.4 million, or 14%, for our Chief Executive Officer. These reductions were further impacted by significant forfeitures of equity awards year over year. For additional disclosures included to address stockholder feedback, refer to the “Pay-for-Performance Philosophy” on page 55 within the Compensation Discussion and Analysis section.

  85. Significant Changes to Our Executive Compensation Program as a Result of Stockholder Engagement

    | Category | Actions | | Reduction in total compensation from 2024 to 2025 | Reduced total compensation for our Executive Chairman and for our Chief Executive Officer by $6.2 million (or 35%) and $1.4 million (or 14%), respectively. | | Change-in-control vesting of equity awards | Eliminated automatic single-trigger vesting of equity awards in connection with a change-in- control. | | Annual cash incentive awards for the Executive Chairman and the Chief Executive Officer | •Reduced the number of performance goals and made them more formulaic. •Incorporated environmental and sustainability measures beginning in 2020, which we have continued to refine. •Enhanced disclosure of performance goals to provide respective weightings, threshold, target, and maximum performance levels, payout levels, and actual performance achieved. | | Long-term incentive (“LTI”) equity awards granted to the Executive Chairman and the Chief Executive Officer | •For LTI equity awards granted in 2025, changed dividends on unvested equity awards to be forfeitable so that dividends are only paid if the award vests. •Refined the design of the LTI equity awards granted in 2024 as follows: –Lengthened the vesting period of the service- or time-based portion of the LTI equity awards to four years, from three years; –Added a one-year post-vesting holding period that applies to any vested shares under the LTI equity awards (i.e., performance-based and time-based portions); –Structured vesting of the performance-based portion of the LTI equity awards on the Company’s achievement of three predetermined performance goals, including a relative goal based on performance at the end of the three-year performance period, rather than based entirely on one absolute performance goal as was the case in 2023; and –Reduced the maximum payout of the performance-based portion of the LTI equity awards to 150% of target from 156.4% of target, as was the case during 2014-2023. •Enhanced disclosure of performance goals and results. | | Long-term performance- plan equity awards granted to all NEOs (“Performance Plan Equity Awards”) | •Adopted and continued to refine a long-term performance plan whereby each NEO receives an annual performance-based equity award, 100% of which is eligible to vest based upon formulaic performance goals. •Structured vesting of the performance-based equity awards on the Company’s achievement of three predetermined performance goals, including a relative goal based on performance at the end of the three-year performance period, which are then subject to an additional one- year post-vesting holding period requirement. •Enhanced disclosure of performance goals and results. •Eliminated reliance on a single performance goal: 2024 and 2025 awards vest based on achievement of two separate performance goals, including FFO per share performance, and also include a modifier based on our relative TSR over a three-year period. | | Disclosure of compensation for all NEOs | In addition to disclosures made for the Executive Chairman and the Chief Executive Officer, we disclose key performance considerations underlying compensation for the Other NEOs. |

  86. The Compensation Committee

    | ☑ | Stockholder-Friendly Practices We Follow | ☒ | Stockholder-Unfriendly Practices We Avoid | | ✓ | Maintain a cap on both short-term and long-term incentive compensation payments | ☒ | Guaranteed bonuses | | ✓ | Impose a one-year post-vesting holding period on substantially all equity awards granted to our NEOs | ☒ | Excessive perquisites | | ✓ | Include a “double-trigger” change-in-control provision in all equity awards granted to our NEOs | ☒ | Excessive change-in-control or severance payments | | ✓ | Maintain robust director and senior officer stock ownership guidelines | ☒ | Tax gross-up payments | | ✓ | Maintain hedging and clawback policies | ☒ | Unrestricted pledging of the Company’s shares | | ✓ | Conduct an annual say-on-pay vote | ☒ | Hedging or derivative transactions involving the Company’s shares | | ✓ | Mitigate inappropriate risk-taking | | |

  87. Role of the Compensation Consultant

    Role of the Compensation Consultant The Company continued in 2025 to engage FTI, an external compensation consultant that specializes in the real estate industry and has been engaged by the Company for several years to review our executive compensation program and, if appropriate, to recommend changes to ensure a fair, reasonable, and balanced compensation program for our NEOs that motivates and rewards performance while closely aligning the interests of our NEOs with those of our stockholders. In this role, FTI advised on various executive compensation matters during 2025, including peer group identification, compensation and benefits payable to each NEO upon certain termination events, and market-competitive compensation data and recommendations provided to the Board. The Compensation Committee has considered and assessed all relevant factors, including but not limited to those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Exchange Act, that could give rise to a potential conflict of interest with respect to FTI’s work. The Compensation Committee determined, based on its analysis of these factors, that the work of FTI, and the individual compensation advisors employed by FTI as compensation consultants, does not create any conflict of interest.

  88. Compensation Peer Group

    Compensation Peer Group The Compensation Committee conducts a comprehensive review of executive compensation programs of other publicly traded REITs as an informal “market check” to assess prevailing compensation practices, pay levels, and target incentive opportunities. This review is intended to ensure that our compensation program remains competitive and aligned with our “Compensation Philosophy” described on page 63. While market data is an important reference point in the Compensation Committee’s decision-making process, it is only one of several factors considered, and it does not, by itself, determine compensation outcomes. In selecting the compensation peer group, the Compensation Committee first considers publicly traded equity REITs that own laboratory or life science space. Given the limited number of such REITs, the Compensation Committee then considers other publicly traded equity REITs of comparable size and operational scale in terms of equity capitalization (generally ranging from approximately 0.25x to 4.0x of our size), and total revenues and/or total assets (generally ranging from approximately 0.4x to 2.5x of our size). The Compensation Committee also considers S&P 500 REITs and REITs with investment-grade credit ratings that compete with us for executive talent possessing the specialized skills necessary to maintain an investment grade credit rating and to execute our development, redevelopment, and other long-term business objectives. This approach provides a balanced and relevant market comparison reflective of the operational, financial, and strategic complexities inherent in managing a large equity REIT. For 2025, the Compensation Committee updated our compensation peer group, replacing companies that no longer met our size and business criteria with those that did. The Compensation Committee also expanded the compensation peer group from 10 to 14 members to better align with prevalent market practice among large equity REITs and enhance the robustness of market comparisons. The Compensation Committee identified the following companies as our compensation peer group for 2025 (the “2025 Peer Group”) to support its ongoing objective of establishing a fair, competitive, and market-aligned executive compensation program:

  89. Compensation Peer Group

    | Compensation Peer Group | | Owns Laboratory or Life Science Space | S&P Credit Rating | S&P 500 Company | | BXP, Inc. | BXP | ✓ | BBB | ✓ | | Crown Castle Inc. | CCI | | BBB | ✓ | | Equity Residential | EQR | | A- | ✓ | | Extra Space Storage Inc. | EXR | | BBB+ | ✓ | | Healthpeak Properties, Inc. | DOC | ✓ | BBB+ | ✓ | | Host Hotels & Resorts, Inc. | HST | | BBB- | ✓ | | Invitation Homes Inc. | INVH | | BBB | ✓ | | Iron Mountain Incorporated | IRM | | BB- | ✓ | | Kimco Realty Corporation | KIM | | BBB+ | ✓ | | UDR, Inc. | UDR | | BBB+ | ✓ | | Ventas, Inc. | VTR | ✓ | BBB+ | ✓ | | Vornado Realty Trust | VNO | | BB+ | | | W. P. Carey Inc. | WPC | | BBB+ | | | Weyerhaeuser Company | WY | | BBB | ✓ | | Alexandria | ARE | ✓ | BBB+ | ✓ | | ARE Percentile Rank: | | | | | | Total Revenue | | 50th Percentile | | | | Equity Capitalization(1) | | 50th Percentile | | |

  90. Compensation Peer Group

    As of/for the year ended December 31, 2024. (1)Total equity capitalization represents the outstanding shares of Common Stock multiplied by the closing price as of December 31, 2024.

  91. Compensation Peer Group

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  92. Key Elements of the Executive Compensation Program

    | Compensation | | What We Pay | | Why We Pay It | | FIXED | Short- Term | Base Salary | ● | The Compensation Committee views base salary as the fixed compensation paid for ongoing performance throughout the year and required to attract, retain, and motivate Company executives. | | | | | ● | The base salaries of our NEOs are determined in consideration of their position, responsibilities, personal expertise, and experience, as well as the prevailing base salaries at the Company and elsewhere for similar positions. | | | | | ● | NEOs are eligible for periodic increases in their base salary as a result of Company performance and NEO performance, including leadership, contribution to Company goals, and stability of operations. | | AT-RISK | Short- Term | Annual Cash Incentive Awards(1) | ● | Annual cash incentives for our NEOs reflect the Compensation Committee’s belief that a significant portion of the annual compensation of each NEO should be “at risk” and therefore contingent upon the performance of the Company, as well as the individual contribution of each NEO. | | | | | ● | Annual cash incentives further align our NEOs’ interests with those of stockholders and help the Company attract, retain, and motivate executive talent. | | | Long- Term | Restricted Stock Awards | ● | Equity compensation is designed to align the interests of NEOs and other employees with the interests of stockholders through growth in the value of the Company’s Common Stock. | | | | | ● | As determined by the Compensation Committee, the Company awards restricted stock as long-term incentives to motivate, reward, and retain NEOs and other employees. | | | | | ● | Restricted stock awards are utilized because their ultimate value depends on the performance of the Company’s future stock price, which provides motivation through variable “at risk” compensation and direct alignment with stockholders. | | | | | ● | A portion of each NEO’s compensation includes long-term incentive awards that vest solely upon the achievement of performance conditions that drive our key business objectives. | | | | | ● | Regular long-term equity grants ensure competitive compensation opportunities. |

  93. Annual Cash Incentive Awards for the Executive Chairman and the Chief Executive Officer

    Annual Cash Incentive Awards for the Executive Chairman and the Chief Executive Officer Structure and Target Value of Executive Chairman’s and Chief Executive Officer’s 2025 Cash Incentive Awards Messrs. Marcus’s and Moglia’s respective employment agreements provide that each is eligible to receive an annual cash incentive award, 60% of which is payable based upon the achievement of rigorous annual corporate performance criteria established by the Compensation Committee (such portion of the annual cash incentive award, the “Corporate Performance Component”) and 40% of which is payable based upon achievement of predetermined individual performance measures established by the Compensation Committee (such portion of the annual cash incentive award, the “Individual Performance Component”). For 2025, the Compensation Committee structured 80% of the Corporate Performance Component to be based upon achievement of predetermined corporate performance measures, and the remaining 20% of the Corporate Performance Component to be based upon the achievement of predetermined environmental and sustainability goals. The Compensation Committee believes this mix is appropriate because it balances the teamwork and common purpose necessary to maximize corporate success while motivating each executive to achieve the individual objectives appropriate for their respective positions, as described in more detail below. Annual cash incentives awarded to our Executive Chairman and our Chief Executive Officer are subject to a maximum of 225% of their respective base salaries. For 2025, Messrs. Marcus and Moglia were eligible for the following threshold, target, and maximum percentages of their base salaries:

  94. Annual Cash Incentive Awards for the Executive Chairman and the Chief Executive Officer

    | | | 2025 Cash Incentive Award Opportunity | | | Level | Percentage of Base Salary | Mr. Marcus | Mr. Moglia | | Threshold ...................................................................... | 75% | $1,008,750 | $630,000 | | Target ............................................................................. | 150% | $2,017,500 | $1,260,000 | | Maximum ....................................................................... | 225% | $3,026,250 | $1,890,000 |

  95. Annual Cash Incentive Awards for the Executive Chairman and the Chief Executive Officer

    The target bonus amounts for our Executive Chairman and our Chief Executive Officer, which, as a percentage of their base salaries have not increased since 2012 and 2018, respectively, are below the average and median of chief executive officers of companies in our 2025 Peer Group, as disclosed in proxy statements filed by the peer companies in 2025:

  96. Annual Cash Incentive Awards for the Executive Chairman and the Chief Executive Officer

    | Company | Target as a Percentage of Base Salary | Target Bonus | Max as a Percentage of Base Salary | Max Bonus | | BXP, Inc. ................................................................................. | 247% | $2,350,000 | 371% | $3,525,000 | | Crown Castle Inc. ................................................................. | 126% | $1,136,066 | 221% | $1,988,116 | | Equity Residential ................................................................. | 225% | $2,025,000 | 450% | $4,050,000 | | Extra Space Storage Inc. .................................................... | 175% | $1,575,000 | 219% | $1,968,750 | | Healthpeak Properties, Inc. ................................................. | 153% | $1,150,000 | 272% | $2,041,250 | | Host Hotels & Resorts, Inc. ................................................. | 175% | $1,925,000 | 350% | $3,850,000 | | Invitation Homes Inc. ............................................................ | 200% | $2,000,000 | 400% | $4,000,000 | | Iron Mountain Incorporated ................................................. | 175% | $2,100,000 | 372% | $4,462,500 | | Kimco Realty Corporation ................................................... | 180% | $1,800,000 | 360% | $3,600,000 | | UDR, Inc. ................................................................................ | 233% | $2,100,000 | 467% | $4,200,000 | | Ventas, Inc. ............................................................................ | 200% | $2,236,000 | 360% | $4,024,800 | | W.P. Carey Inc. ...................................................................... | 150% | $1,500,000 | 500% | $5,000,000 | | Weyerhaeuser Company ..................................................... | 165% | $2,145,000 | 330% | $4,290,000 | | Vornado Realty Trust ............................................................ | N/A(1) | N/A(1) | N/A(1) | N/A(1) | | Average (excluding Alexandria) .......................................... | 185% | $1,849,390 | 359% | $3,615,417 | | 50th Percentile (excluding Alexandria) .............................. | 175% | $2,000,000 | 360% | $4,000,000 |

  97. Annual Cash Incentive Awards for the Executive Chairman and the Chief Executive Officer

    (1)Not disclosed by the company and therefore excluded from average and median.

  98. Annual Cash Incentive Awards for the Executive Chairman and the Chief Executive Officer

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  99. COMPENSATION DISCUSSION AND ANALYSIS (continued)

    COMPENSATION DISCUSSION AND ANALYSIS (continued) Corporate Performance Component of Executive Chairman’s and Chief Executive Officer’s 2025 Cash Incentive Awards For 2025, the Compensation Committee determined that, with respect to the Corporate Performance Component of Messrs. Marcus’s and Moglia’s annual cash incentive awards, (i) 80% would be based on the achievement of predetermined rigorous corporate performance measures, weighted 50% toward balance sheet management goals and 50% toward profitability and net asset value (“NAV”) related goals, and (ii) 20% would be based on the achievement of predetermined environmental and sustainability goals. The following section focuses on the predetermined corporate performance measures, and the section thereafter focuses on the predetermined environmental and sustainability goals. 2025 Corporate Performance Measures: Balance Sheet Management Goals and Profitability and NAV-Related Goals The corporate performance measures for each category were established based upon a comprehensive review of the Company’s strong multiyear financial and operating performance and 2025 budgets. The 2025 corporate performance goals set by the Compensation Committee included annual balance sheet management, profitability, and NAV-related goals. In setting the threshold, target, and maximum achievement levels for each 2025 corporate performance goal, the Compensation Committee considered, among other things, the Company’s historical performance against the achievement levels previously set for each annual cash incentive award metric, the importance of setting rigorous target achievement levels that meaningfully align with our key business objectives, and our 2025 Peer Group’s relative performance, as compared to the Company’s performance, in 2024 with respect to each annual cash incentive award metric. For most metrics where comparative data was publicly available, the Company was generally required to perform at or above our peer companies’ median performance in 2024 in order for Messrs. Marcus and Moglia to earn a payout at the target achievement level. Ultimately, the Compensation Committee decided to set the target achievement levels for the 2025 corporate performance goals as described in the following pages for the reasons below: •Messrs. Marcus and Moglia, as well as our Other NEOs, have continued to consistently generate solid operating and financial year-over-year performance on behalf of the Company, considering the macro and regulatory challenges facing life science real estate. As a result, the Compensation Committee decided to continue setting rigorous yet attainable goals that properly incentivize the achievement of this high level of performance year after year. •The Compensation Committee’s holistic view of the annual cash incentive award metrics, as well as its strong understanding of how these metrics operate in the aggregate to contribute to both financial and operating performance and long-term TSR performance, led the Compensation Committee to conclude that the target achievement level for each performance goal was not only rigorous but also directly aligned with our key business objectives, including the creation of long-term stockholder value. •The 2025 corporate performance goals were based, in part, on the following general principles: •Recognition of consistently strong long-term performance as opposed to strong growth following periods of significant decline in performance; •Recognition that many other qualitative goals for each NEO also contribute to both financial and operating performance and long-term TSR performance (such as the environmental and sustainability initiatives included in our strategic core business verticals); and •Alignment with the strategic goal of maintaining attractive long-term cost of capital to support strategic long- term growth.

  100. COMPENSATION DISCUSSION AND ANALYSIS (continued)

    COMPENSATION DISCUSSION AND ANALYSIS (continued) 2025 Environmental and Sustainability Goals As discussed above, the remaining 20% of the Corporate Performance Component of Messrs. Marcus’s and Moglia’s 2025 annual cash incentive awards is based on the achievement of predetermined environmental and sustainability goals. Specifically, the Compensation Committee established the following goals for these NEOs’ 2025 annual cash incentive awards, which were designed to further our sustainability mission of making a positive impact on society by developing and operating efficient and healthy buildings, mitigating greenhouse gas emissions (“GHG”) emissions and climate risk, and advancing human health and nutrition.

  101. COMPENSATION DISCUSSION AND ANALYSIS (continued)

    COMPENSATION DISCUSSION AND ANALYSIS (continued) 2025 Cash Incentive Award Decisions for Executive Chairman and Chief Executive Officer Considering the challenging macroeconomic and regulatory environment described under “Business Performance Overview“ section on p.38, the Company has delivered solid multiyear operating and financial performance, including in 2025. Due to the continued strong operating and financial performance in 2025, the achievement of the corporate performance goals at the maximum level for all seven goals, the environmental and sustainability progress made as discussed above, and the continued strong individual performance of Messrs. Marcus and Moglia in 2025, as discussed below, which resulted in each NEO earning the maximum achievement level with respect to the individual performance component of their respective 2025 annual cash incentive awards, the Compensation Committee awarded Mr. Marcus an annual cash incentive award of $3,026,250 and Mr. Moglia an annual cash incentive award of $1,890,000. Individual Performance Component of Executive Chairman’s and Chief Executive Officer’s 2025 Cash Incentive Awards Messrs. Marcus’s and Moglia’s respective employment agreements also provide that 40% of each of their annual cash incentive awards be based upon the achievement of predetermined individual performance measures, which are to be established each year by the Compensation Committee. As described further below, the Compensation Committee established individual goals for both NEOs for 2025 that align with the Company’s key business objectives of creating value for, and promoting the interests of, our stockholders.

  102. Annual Cash Incentive Awards for Other NEOs

    Annual Cash Incentive Awards for Other NEOs The employment agreements for Messrs. Binda, Kass, Cole, and Diamond provide for annual cash incentive awards that are granted at the discretion of the Compensation Committee, none of which are guaranteed. As described above, the Compensation Committee considered a more formulaic approach for our Other NEOs but decided the existing method permits the Compensation Committee to adjust compensation based on a wide range of factors relating to both corporate and individual performance. In exercising its discretion, the Compensation Committee performs a holistic assessment of the Company’s performance and each Other NEO’s individual achievements, taking into account competitive market dynamics as well as the macroeconomic environment, and does not assign specific weights to any particular factor. Each Other NEO’s annual cash incentive award is subject to a maximum amount equal to 300% of their base salary. Each Other NEO’s cash incentive award for 2025 was below this threshold. 2025 Cash Incentive Award Decisions for Our Other NEOs The Compensation Committee evaluated each Other NEO’s performance in the context of achievement of the goals established in early 2025, as described below, and each Other NEO’s performance, position, tenure, experience, expertise, leadership, and management capability. As a result, the Compensation Committee awarded each Other NEO a cash incentive award for 2025 in the amount of $995,000 to Mr. Binda,$1,750,000 to Mr. Kass, $750,000 to Mr. Cole, and $585,000 to Mr. Diamond. Annual cash incentives awarded to Other NEOs are subject to a maximum of 300% of their respective base salaries.

  103. Annual Cash Incentive Awards for Other NEOs

    | 2026 Proxy Statement | 80 | |

  104. Long-Term Incentive Equity Awards Granted in 2025 to the Executive Chairman and the Chief Executive Officer

    Long-Term Incentive Equity Awards Granted in 2025 to the Executive Chairman and the Chief Executive Officer Pursuant to their respective employment agreements, Messrs. Marcus and Moglia are each eligible to receive an annual LTI award in the form of restricted stock, 50% of which is subject to performance-based vesting conditions (the “Performance-Based LTI Grant”) and the remaining 50% of which is subject to service- or time-based vesting conditions (the “Time-Based LTI Grant”; together with the Performance-Based LTI Grant, the “Annual LTI Grant”). As previously disclosed in the Company’s Form 8-K filed on January 12, 2026, the Annual LTI Grant awarded to Mr. Marcus in January 2026 was, at his request, made entirely subject to performance-based vesting conditions. This decision reflects a continued emphasis on aligning our Executive Chairman’s compensation with long-term performance and stockholder interests. Additional details regarding this grant will be provided in the Compensation Discussion and Analysis included in the Company’s proxy statement for the 2027 annual meeting of stockholders. The discussion below relates to the Annual LTI Grants awarded to Messrs. Marcus and Moglia in 2025. These grants incorporate the following structural features, which the Compensation Committee approved to enhance competitiveness and strengthen alignment with stockholder interests: i.Aggregate target value. Aggregated 2025 target values for Mr. Marcus and Mr. Moglia were set at $3,600,000 and $5,500,000, respectively, which are unchanged from their 2024 target values. For Mr. Marcus, the 2025 target value of his Annual LTI Grant represents a 35% reduction from the $5,500,000 target established for his original Annual LTI Grant in 2018. ii.Performance-based payout cap. The maximum payout for the Performance-Based LTI Grant is capped at 150% of target, reflecting a balanced approach to incentive compensation that aligns with stockholder interests. iii.Four-year vesting period for the Time-Based LTI Grant. The vesting period for the Time-Based LTI Grant is four years (up from the three-year vesting period that was in effect prior to 2024), reinforcing executive retention and long-term value creation. iv.One-year post-vesting holding period. A mandated one-year post-vesting holding requirement applies to both the performance-based and time-based portions of the Annual LTI Grant, further supporting our commitment to sustainable value creation and prudent risk management. v.Forfeitable dividends. The awards feature forfeitable dividends, deferring any potential dividend payouts until the awards vest, if at all. No dividends are paid on the forfeited awards. On January 10, 2025, pursuant to their respective employment agreements, as amended, Messrs. Marcus and Moglia were each awarded an Annual LTI Grant reflecting these revised terms. Structure of the 2025 LTI Grant — Target 50% Performance-Based Vesting and Target 50% Time-Based Vesting The Compensation Committee awarded the Annual LTI Grant in 2025 (the “2025 LTI Grant”) to Messrs. Marcus and Moglia in the form of a Performance-Based LTI Grant representing 50% of the aggregate target value (the “2025 Performance- Based LTI Grant”) and a Time-Based LTI Grant representing the remaining 50% of the aggregate target value (the “2025 Time- Based LTI Grant”) as set forth in the table below.

  105. Long-Term Incentive Equity Awards Granted in 2025 to the Executive Chairman and the Chief Executive Officer

    | | 2025 LTI Grants(1) | | | | | Aggregate Target Value | Target Number of Shares Underlying the 2025 Performance-Based LTI Grant (50% of Target Value)(2) | Target Number of Shares Underlying the 2025 Time-Based LTI Grant (50% of Target Value)(3) | | Joel S. Marcus ...... | $3,600,000 | 18,483 | 18,482 | | Peter M. Moglia ..... | $5,500,000 | 28,237 | 28,237 |

  106. Long-Term Incentive Equity Awards Granted in 2025 to the Executive Chairman and the Chief Executive Officer

    (1)The target number of shares underlying the 2025 LTI Grants was calculated based on the closing price of Common Stock on January 9, 2025, the last trading day prior to the January 10, 2025 grant date. Accordingly, the approved target value of each 2025 LTI Grant shown in the table above differs from the amount disclosed for such award in the “Summary Compensation Table” on page 100 and the “2025 Grants of Plan-Based Awards Table” on page 101, which, pursuant to SEC reporting rules, reflects the grant date fair value computed in accordance with FASB ASC Topic 718, which is based on the closing price of Common Stock on the January 10, 2025 grant date. Refer to Notes 2 and 17 of the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for additional information on fair value accounting for stock awards subject to performance and market condition vesting. (2)Reflects the target number of shares underlying the 2025 Performance-Based LTI Grant. The actual number of shares earned, if any, will be determined after the three-year performance period ending December 31, 2027. The maximum number of shares that could be earned is capped at 27,725 shares for Mr. Marcus and 42,356 shares for Mr. Moglia. (3)No more than the target number of shares underlying the 2025 Time-Based LTI Grant may ever vest.

  107. Long-Term Incentive Equity Awards Granted in 2025 to the Executive Chairman and the Chief Executive Officer

    | 2026 Proxy Statement | 89 | |

  108. COMPENSATION DISCUSSION AND ANALYSIS (continued)

    | Metric | Definition | Importance of Metric | | Net Debt to Adjusted EBITDA Ratio | Net Debt to Adjusted EBITDA Ratio is the lower of the three months ended December 31, 2025 annualized or the trailing 12 months. For additional information, refer to “Net debt and preferred stock to Adjusted EBITDA” in the “Definitions and Reconciliations” section of this Proxy Statement. | When establishing the targets in late 2024, the Compensation Committee considered prevailing economic conditions, including the potential for continued interest rate increases and limited market liquidity throughout 2025. In selecting this performance metric, the Compensation Committee emphasized the importance of disciplined capital management and maintaining a strong balance sheet in a dynamic and uncertain economic environment. While the Compensation Committee evaluated the possibility of designing this metric as a long-term measure, it ultimately concluded that potential intermediate-term shifts—such as changes in monetary policy and/or federal administration—could diminish the relevance of a longer-term target. Accordingly, the Compensation Committee determined that a one-year target was more appropriate in the prevailing macroeconomic environment. Considering the critical importance of (i) maintaining a strong and flexible balance sheet while avoiding excessive leverage—especially in a capital market environment where elevated interest rates were persisting, and (ii) continuing to drive growth in Adjusted EBITDA, this goal was incorporated into both of our performance-vesting award programs for 2025—the 2025 Performance- Based LTI Grants awarded to the Executive Chairman and the Chief Executive Officer, and the 2025 Performance Plan Equity Awards granted to each NEO, as described below under “Long-Term Performance-Based Equity Awards Granted in 2025 to All NEOs”—in order to support the Company’s long-term success. | | Adjusted EBITDA Margin | Adjusted EBITDA Margin is the higher of the three months ended December 31, 2025 annualized or the trailing 12 months. Refer to “Adjusted EBITDA and Adjusted EBITDA margin” in the “Definitions and Reconciliations” section of this Proxy Statement. | This measure underscores the Company’s commitment to delivering strong operating results despite a challenging macroeconomic environment. While the Net Debt to Adjusted EBITDA Ratio emphasizes financial discipline, the Adjusted EBITDA Margin complements it by focusing on sustained operational growth and value creation through the Company’s core business activities. The Compensation Committee introduced this metric to promote a balanced approach to achieving the Net Debt to Adjusted EBITDA Ratio target without compromising long-term growth and strategic priorities such as maintaining core assets integral to the Company’s Megacampus platform, maintaining solid liquidity, prudently managing equity issuances, and promoting sustainable operational efficiency. Designing the Adjusted EBITDA Margin as a one-year target aligns its term with the Net Debt to Adjusted EBITDA Ratio, creating cohesive and balanced performance incentives, and mitigating the risk of overemphasizing any single metric. | | Absolute TSR | Absolute TSR means the Company’s TSR over a performance period from January 2, 2025 to December 31, 2027. | Absolute TSR directly measures the value delivered to stockholders over the full performance period by capturing stock price appreciation and dividends. The Compensation Committee included Absolute TSR to reinforce alignment between pay outcomes and stockholder experience, and to ensure that a meaningful portion of the 2025 Performance-Based LTI Grant is earned only if stockholders realize long-term returns. The multi-year measurement period also helps balance shorter- term operating and balance sheet metrics by focusing executives on sustained value creation and capital allocation decisions that support durable performance across market cycles. | | Relative TSR Ranking | Relative TSR Ranking means the percentile ranking of the Company’s TSR among the TSR of the Index Companies. | To ensure that executive compensation aligns with both short-term operational and financial milestones and long-term value creation, the Compensation Committee used the Relative TSR Ranking as a modifier with a three-year performance period. This metric underscores the importance of sustained performance, encouraging the Company’s leadership to deliver a competitive TSR over the 2025–2027 period relative to that of the Index Companies. By incorporating this long-term measure alongside the one-year targets for Net Debt to Adjusted EBITDA Ratio and Adjusted EBITDA Margin, the Compensation Committee established a balanced framework that aligns executive incentives with both immediate priorities and long-term value creation. This holistic structure promotes disciplined capital management, operational excellence, and long-term stockholder returns. The Compensation Committee believes that the combination of absolute performance measures and a Relative TSR Ranking modifier provides for a balanced approach to motivating and rewarding NEOs for delivering long-term stockholder value. |

  109. COMPENSATION DISCUSSION AND ANALYSIS (continued)

    COMPENSATION DISCUSSION AND ANALYSIS (continued) Key design elements of the 2025 Performance-Based LTI Grants are as follows: •Two performance metrics (Net Debt to Adjusted EBITDA Ratio and Adjusted EBITDA Margin) are each weighted at 50% of the target number of shares underlying Messrs. Marcus’s and Moglia’s respective 2025 Performance- Based LTI Grants, and two modifier metrics (Absolute TSR and Relative TSR Ranking) can increase or decrease the award payout by up to 50%, with Absolute TSR accounting for two-thirds of the modifier and Relative TSR Ranking accounting for the remaining one-third. •The number of shares underlying Messrs. Marcus’s and Moglia’s respective 2025 Performance-Based LTI Grants that will vest, if any, will be calculated after the three-year performance period ending December 31, 2027. •The maximum payout is equal to 150% of the target number of shares underlying Messrs. Marcus’s and Moglia’s respective 2025 Performance-Based LTI Grants. •The 2025 Performance-Based LTI Grants are subject to forfeiture upon failure to achieve the threshold performance levels for the Net Debt to Adjusted EBITDA Ratio and Adjusted EBITDA Margin performance metrics. •The 2025 Performance-Based LTI Grants are subject to a one-year post-vesting holding period requirement. •The awards feature forfeitable dividends, deferring any potential dividend payouts until the awards vest, if at all. No dividends are paid on the forfeited awards. The table below illustrates how the number of shares that could be earned with respect to the 2025 Performance- Based LTI Grants will be calculated after the three-year performance period ending December 31, 2027. Notwithstanding anything to the contrary, the maximum payout of the 2025 Performance-Based LTI Grants is equal to 150% of the target number of shares underlying each such grant.

  110. COMPENSATION DISCUSSION AND ANALYSIS (continued)

    | | | 50% of LTI Grant: Net Debt to Adjusted EBITDA Ratio Goals | | | | Modifier | | | Maximum Payout at 150% of Target | | | | Forfeiture (> 6.6x) | Threshold (≤6.6x) | Target (6.15x) | Maximum (≤ 5.7x) | Relative TSR Ranking (33% of Modifier) | Absolute TSR (67% of Modifier) | Adjustment to Shares Earned | | | 50% of LTI Grant: Adjusted EBITDA Margin Goals | Forfeiture (< 59%) | —% | 25% | 63% | 100% | ≤ 25th Percentile | ≤ 12% | Decrease by 50% | Mr. Moglia | | | Threshold (≥ 59%) | 25% | 50% | 88% | 125% | 50th Percentile | 18% | No Change | 42,356 Shares | | | Target (62%) | 63% | 88% | 126% | 163% | ≥75th Percentile | ≥ 24% | Increase by 50% | Mr. Marcus | | | Maximum (≥ 65%) | 100% | 125% | 163% | 200% | CAP: Maximum Payout of 150% of Target Shares | | | 27,725 Shares |

  111. COMPENSATION DISCUSSION AND ANALYSIS (continued)

    The Company’s actual results for the Adjusted EBITDA Margin and Net Debt to Adjusted EBITDA Ratio performance metrics were as follows: we achieved (i) an Adjusted EBITDA Margin of 71.0% and (ii) a Net Debt to Adjusted EBITDA Ratio of 5.6x. Accordingly, the aggregate payout percentage for each 2025 Performance-Based LTI Grant resulting from the Adjusted EBITDA Margin and Net Debt to Adjusted EBITDA Ratio performance metrics is equal to 200% of target. The number of shares that will ultimately vest, however, depends upon the Company’s Absolute TSR and Relative TSR Ranking as measured after the three-year performance period ending December 31, 2027 has concluded, and vesting will be capped at 150% of the target number of shares. The table above illustrates how the modifier, comprised of Absolute TSR and Relative TSR Ranking, will impact the final number of shares earned with respect to the 2025 Performance-Based LTI Grants. Absolute TSR and Relative TSR Ranking together can adjust the final payout by up to 50%, with Absolute TSR weighted at two-thirds of the modifier and Relative TSR Ranking weighted at one-third of the modifier. Linear interpolation will be applied between performance levels. We will disclose the final achievement results and any payouts of the 2025 Performance-Based LTI Grants after the three-year performance period ending December 31, 2027 has concluded. 2025 Time-Based LTI Grants The 2025 Time-Based LTI Grants each vest over four years from January 10, 2025 through January 31, 2029, subject to continued service through the applicable vesting date, and are subject to a one-year post-vesting holding period requirement. The awards feature forfeitable dividends, deferring any potential dividend payouts until the awards vest, if at all. No dividends are paid on the forfeited awards.

  112. 2023 Long-Term Incentive Equity Performance-Based Award to the Executive Chairman and the Chief Executive

    2023 Long-Term Incentive Equity Performance-Based Award to the Executive Chairman and the Chief Executive

  113. Officer - Full Forfeiture

    | 2023 Performance-Based LTI Grants: Goals and Portion Subject to Forfeiture and Cap | | | | | | FFO/Share Growth(1) | | Grant Cap | Vested | Forfeited | | Goal | Vesting | | | | | Below 10.0% | Forfeiture | | | | | Threshold: 10.0% | Target Less 50% | | | | | Marcus Target: 12.5% | 9,380 Shares | 14,671 Shares | 0 Shares | 14,671 Shares | | Moglia Target: 12.5% | 15,349 Shares | 24,006 Shares | 0 Shares | 24,006 Shares | | Maximum: 15.0% | Target Plus 56.4% | | | | | Actual: 7% | Forfeited 100% | | | |

  114. Performance-Based Cash Incentive Bonus Awarded in 2024 and 2025 to Our Executive Chairman

    Performance-Based Cash Incentive Bonus Awarded in 2024 and 2025 to Our Executive Chairman Mr. Marcus was awarded a performance-based cash incentive bonus in an amount up to $2.0 million in each of 2024 and 2025 (the “2024 Cash Bonus” and the “2025 Cash Bonus,” respectively) in recognition of the significant value created in the Company’s portfolio of non-real estate investments during each such year as a result of Mr. Marcus’s experience, expertise, and leadership. 2024 Cash Bonus Half of the 2024 Cash Bonus was earned in 2024 and paid in 2025. The other half of the 2024 Cash Bonus (the “Remaining 2024 Cash Bonus”) is payable in two equal installments in April 2026 and July 2026, subject to (i) Mr. Marcus’s continued service through the applicable payment date and (ii) the amount of recognition of net realized gains, excluding impairments, from the Company’s portfolio of non-real estate investments during the period from January 1, 2025 to December 31, 2025 (the “2025 Net Realized Gains”). The achievement levels established by the Compensation Committee for the Remaining 2024 Cash Bonus are provided in the table below (with linear interpolation for performance between the specified levels). At the end of 2024, the 2025 Net Realized Gains target was set below the prior year’s actual performance due to the market expectations at that time, including an expectation of potential decline in venture capital funding, economic and political uncertainties, and a strategic shift toward capital preservation. These factors were expected to impact the value of non-real estate investments and limit our willingness to liquidate certain non-real estate investments. With investors and companies prioritizing financial stability over aggressive growth, a more cautious approach was necessary to align expectations with the industry's measured recovery. In addition, although our 2024 net realized gains exceeded the maximum achievement level for this metric, the Compensation Committee considered that the 2024 outcome reflected the timing and availability of investment monetization opportunities and transactions that are inherently variable and not expected to recur at the same level in 2025. In setting performance levels for 2025, the Compensation Committee sought to establish rigorous goals that were consistent with the Company’s then-current strategy and microeconomic outlook, while avoiding incentives that could encourage disposition or other actions inconsistent with disciplined capital allocation and long-term value creation. In early 2026, the Compensation Committee determined that the amount of 2025 Net Realized Gains, as set forth in the table below, exceeded the maximum achievement level and thus determined that the amount of the Remaining 2024 Cash Bonus would be $1.0 million.

  115. Performance-Based Cash Incentive Bonus Awarded in 2024 and 2025 to Our Executive Chairman

    | 50% of 2024 Cash Bonus | | | | 2025 Net Realized Gains(1) | | Amount Earned in 2025 | | Forfeiture: | $0 | $0 | | Target: | $30,000,000 | $500,000 | | Maximum | ≥ $60,000,000 | $1,000,000 | | Actual | $115,722,000 | $1,000,000 |

  116. Performance-Based Cash Incentive Bonus Awarded in 2024 and 2025 to Our Executive Chairman

    (1)Represents net realized gains, excluding impairments, from the Company’s portfolio of non-real estate investments. 2025 Cash Bonus Half of the 2025 Cash Bonus was earned in 2025 and is payable in 2026. The other half of the 2025 Cash Bonus is payable in two equal installments in April 2027 and July 2027, subject to (i) Mr. Marcus’s continued service through the applicable payment date and (ii) the amount of recognition of net realized gains, excluding impairments, reported in FFO per share – diluted, as adjusted, during the period from January 1, 2026 to December 31, 2026, from the Company’s portfolio of non-real estate investments (the “2026 Net Realized Gains”). We will disclose the specific achievement levels with respect to 2026 Net Realized Gains at the end of the performance period, as included above with respect to the Remaining 2024 Cash Bonus. We believe that providing disclosure before the end of the performance period would be competitively harmful.

  117. Performance-Based Cash Incentive Bonus Awarded in 2024 and 2025 to Our Executive Chairman

    | 2026 Proxy Statement | 93 | |

  118. Long-Term Performance-Plan Equity Awards Granted in 2025 to All NEOs

    Long-Term Performance-Plan Equity Awards Granted in 2025 to All NEOs Pursuant to our long-term performance plan, each NEO is eligible to receive an annual performance-based equity award, 100% of which is eligible to vest based upon formulaic performance goals (each such award, a “Performance Plan Equity Award”). In January 2025, each NEO received a Performance Plan Equity Award for 2025 in the form of restricted stock (each such award, a “2025 Performance Plan Equity Award”). The table below reflects the target value and maximum value of each NEO’s 2025 Performance Plan Equity Award as approved by the Compensation Committee:

  119. Long-Term Performance-Plan Equity Awards Granted in 2025 to All NEOs

    | | 2025 Performance Plan Equity Awards | | | | | NEO | Target Value(1) | Maximum Value(2) | Target Shares(1)(3) | Maximum Shares(4) | | Joel S. Marcus | $1,021,360 | $1,532,040 | 10,407 | 15,610 | | Peter M. Moglia | $325,720 | $488,580 | 3,320 | 4,980 | | Marc E. Binda | $325,720 | $488,580 | 3,320 | 4,980 | | Hunter L. Kass | $325,720 | $488,580 | 3,320 | 4,980 | | John Hart Cole | $51,680 | $77,520 | 527 | 790 | | Lawrence J. Diamond | $152,320 | $228,480 | 1,554 | 2,330 |

  120. Long-Term Performance-Plan Equity Awards Granted in 2025 to All NEOs

    (1)The target number of shares underlying the 2025 Performance Plan Equity Awards was calculated based on the 5-trading day trailing average closing price of Common Stock through the January 2, 2025 grant date. The target value of each 2025 Performance Plan Equity Award shown in the table above differs from the amount disclosed for such award in the “Summary Compensation Table” on page 100 and the “2025 Grants of Plan-Based Awards Table” on page 101, which, pursuant to SEC reporting rules, reflects the grant date fair value computed in accordance with FASB ASC Topic 718. Refer to Notes 2 and 17 of the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for additional information on fair value accounting for stock awards subject to performance and market condition vesting. (2)Represents 150% of the target value of the 2025 Performance Plan Equity Award. (3)Reflects the target number of shares underlying the 2025 Performance Plan Equity Award. The actual number of shares earned, if any, will be determined after the three-year performance period ending December 31, 2027. (4)Reflects the maximum number of shares eligible to vest under the 2025 Performance Plan Equity Award, which number is equal to 150% of the number of target shares. Structure of the 2025 Performance Plan Equity Awards The Compensation Committee determined that the 2025 Performance Plan Equity Awards will be earned based on the performance metrics described below. These metrics, selected at the end of 2024, reflect a balanced focus on short-term priorities and long-term value creation. They evaluate both the Company's absolute performance and its performance relative to an index peer group, as described below:

  121. Long-Term Performance-Plan Equity Awards Granted in 2025 to All NEOs

    | Metric | Definition | Importance of Metric | | Net Debt to Adjusted EBITDA Ratio | Net Debt to Adjusted EBITDA Ratio is the lower of the three months ended December 31, 2025 annualized or the trailing 12 months. Refer to “Net debt and preferred stock to Adjusted EBITDA” in the “Definitions and Reconciliations” section of this Proxy Statement for additional information. | Establishing the targets in late 2024, the Compensation Committee considered prevailing economic conditions, including the possibility of interest rate remaining high and limited market liquidity throughout 2025. In selecting this performance metric, the Compensation Committee emphasized the importance of disciplined capital management and maintaining a strong balance sheet in a dynamic and uncertain economic environment. While the Compensation Committee evaluated the possibility of designing this metric as a long-term measure, it ultimately concluded that potential intermediate-term shifts—such as changes in monetary policy and/or federal administration—could diminish the relevance of a longer-term target. Accordingly, the Compensation Committee determined that a one-year target was more appropriate in the prevailing macroeconomic environment. Considering the critical importance of (i) maintaining a strong and flexible balance sheet while avoiding excessive leverage—especially in a capital market environment where elevated interest rates were persisting, and (ii) continuing to drive growth in Adjusted EBITDA, this goal was incorporated into both of our performance-vesting award programs for 2025—the 2025 Performance Plan Equity Awards granted to each NEO and the 2025 Performance-Based LTI Grants awarded to the Executive Chairman and the Chief Executive Officer, as described above under “Long-Term Incentive Equity Awards Granted in 2025 to the Executive Chairman and the Chief Executive Officer”—in order to support the Company’s long-term success. |

  122. Long-Term Performance-Plan Equity Awards Granted in 2025 to All NEOs

    | 2026 Proxy Statement | 94 | |

  123. COMPENSATION DISCUSSION AND ANALYSIS (continued)

    | Metric | Definition | Importance of Metric | | FFO Per Share | FFO Per Share means the Company’s FFO per share for the year ended December 31, 2025. “FFO per share” refers to the “Funds from operations – diluted, as adjusted, attributable to Alexandria Real Estate Equities, Inc.’s common stockholders.” Refer to “Funds from operations per share – diluted, as adjusted” in the “Definitions and Reconciliations” section of this Proxy Statement for additional information. | This measure underscores the Company’s commitment to delivering strong operating results despite a challenging macroeconomic environment. While the Net Debt to Adjusted EBITDA Ratio emphasizes financial discipline, the FFO Per Share goal complements it by focusing on sustained operational growth and value creation through the Company’s core business activities. The Compensation Committee included this metric to promote a balanced approach to achieving the Net Debt to Adjusted EBITDA Ratio target without compromising strategic priorities such as maintaining core assets integral to the Company’s Megacampus platform, maintaining solid liquidity, prudently managing equity issuances, and promoting sustainable operational efficiency. Designing the FFO Per Share goal as a one-year target aligns its term with the Net Debt to Adjusted EBITDA Ratio, creating cohesive and balanced performance incentives, and mitigating the risk of overemphasizing any single metric. | | Absolute TSR | Absolute TSR means the Company’s TSR over a performance period from January 2, 2025 to December 31, 2027. | Absolute TSR directly measures the value delivered to stockholders over the full performance period by capturing stock price appreciation and dividends. The Compensation Committee included Absolute TSR to reinforce alignment between pay outcomes and stockholder experience, and to ensure that a meaningful portion of the 2025 Performance Plan Equity Award is earned only if stockholders realize long-term returns. The multi-year measurement period also helps balance shorter-term operating and balance sheet metrics by focusing executives on sustained value creation and capital allocation decisions that support durable performance across market cycles. | | Relative TSR Ranking | Relative TSR Ranking means the percentile ranking of the Company’s TSR among the TSRs of the Index Companies over the three-year performance period ending December 31, 2027. | To ensure that executive compensation aligns with both short-term operational and financial milestones and long-term value creation, the Compensation Committee used the Relative TSR Ranking as a modifier with a three-year performance period. This metric underscores the importance of sustained performance, encouraging the Company’s leadership to deliver a competitive TSR over the 2025–2027 period relative to that of the Index Companies. By incorporating this long-term measure alongside the one-year targets for Net Debt to Adjusted EBITDA Ratio and FFO Per Share, the Compensation Committee established a balanced framework that aligns executive incentives with both immediate priorities and long-term value creation. This holistic structure promotes disciplined capital management, operational excellence, and long-term stockholder returns. The Compensation Committee believes that the combination of absolute performance measures and a Relative TSR Ranking modifier provides for a balanced approach to motivating and rewarding NEOs for delivering long-term stockholder value. |

  124. COMPENSATION DISCUSSION AND ANALYSIS (continued)

    Key design elements of the 2025 Performance Plan Equity Awards are as follows: •Two performance metrics (Net Debt to Adjusted EBITDA Ratio and FFO Per Share) are weighted at 67% and 33%, respectively, of the target number of shares underlying the 2025 Performance Plan Equity Awards, and two modifier metrics (Absolute TSR and Relative TSR Ranking) can increase or decrease the award payout by up to 50%, with Absolute TSR accounting for 67% of the modifier and Relative TSR Ranking accounting for the remaining 33%. •The number of shares underlying the 2025 Performance Plan Equity Awards that will vest, if any, will be calculated after the three-year performance period ending December 31, 2027. •The maximum payout of each 2025 Performance Plan Equity Awards is equal to 150% of the target number of shares underlying such award. •The 2025 Performance Plan Equity Awards are subject to forfeiture upon failure to achieve the threshold performance levels for the FFO Per Share and the Net Debt to Adjusted EBITDA Ratio performance metrics. •The 2025 Performance Plan Equity Awards are subject to a one-year post-vesting holding period requirement.

  125. COMPENSATION DISCUSSION AND ANALYSIS (continued)

    COMPENSATION DISCUSSION AND ANALYSIS (continued) The table below illustrates how the number of shares that could be earned with respect to the 2025 Performance Plan Equity Awards will be calculated after the three-year performance period ending December 31, 2027. Notwithstanding anything to the contrary, the maximum payout of each 2025 Performance Plan Equity Award is equal to 150% of the target number of shares underlying such award.

  126. COMPENSATION DISCUSSION AND ANALYSIS (continued)

    | | | 67% of Award: Net Debt to Adjusted EBITDA Ratio Goals | | | | Modifier | | Adjustment to Shares Earned | | | | Forfeiture (> 6.6x) | Threshold (≤ 6.6x) | Target (6.15x) | Maximum (≤ 5.7x) | Absolute TSR (67%of Modifier) | Relative TSR Ranking (33% of Modifier) | | | 33% of Award: FFO Per Share Goals | Forfeiture (< $9.13) | —% | 34% | 84% | 133% | < 12% | ≤ 25th Percentile | Decrease by 50% | | | Threshold (≥ $9.13) | 17% | 50% | 100% | 151% | 18% | 50th Percentile | No Change | | | Target ($9.22) | 41% | 75% | 125% | 175% | ≥ 24% | ≥75th Percentile | Increase by 50% | | | Maximum (≥ $9.31) | 66% | 100% | 150% | 200% | CAP: 150% of Target Shares | | |

  127. 2023 Long-Term Performance-Plan Equity Award Forfeitures and Partial Vesting

    2023 Long-Term Performance-Plan Equity Award Forfeitures and Partial Vesting In 2023, each of our NEOs was granted a Performance Plan Equity Award in the form of restricted stock (each such award, a “2023 Performance Plan Equity Award”), 50% of which was eligible to vest based on the Company’s TSR performance relative to the FTSE NAREIT Equity Office Index constituents (the “2023 Award Index Companies”), and the remaining 50% was eligible to vest based on the Company’s forward FFO equity multiple performance relative to the 2023 Award Index Companies, in each case as measured over a multi-year performance period from January 1, 2023 to December 31, 2025. The specific performance goals for the 2023 Performance Plan Equity Awards and the Company’s actual performance are presented below:

  128. 2023 Long-Term Performance-Plan Equity Award Forfeitures and Partial Vesting

    | 2023 Performance Plan Equity Award Goals and Achievement (Performance Period: January 1, 2023 to December 31, 2025) | | | | | FORFEITURE: 83% OF TOTAL AWARD | | | | | 50% Relative TSR Ranking | | 50% Forward FFO Equity Multiple Ranking | | | ARE’s Percentile Ranking | Vesting | ARE’s Percentile Ranking | Vesting | | Forfeiture: <30th Percentile | 0% | Forfeiture: <30th Percentile | 0% | | Threshold: 30th Percentile | 25% | Threshold: 30th Percentile | 25% | | Target: ≥50th Percentile | 62.5% | Target: ≥50th Percentile | 62.5% | | Maximum: ≥70th Percentile | 100% | Maximum: ≥70th Percentile | 100% | | Actual: 22nd Percentile | 0% | Actual: 35th Percentile | 35% |

  129. 2023 Long-Term Performance-Plan Equity Award Forfeitures and Partial Vesting

    As a result of our actual performance, each of our NEOs forfeited approximately 83% of their 2023 Performance Plan Equity Award. The vested shares are subject to a one-year holding period after vesting to further underscore the long-term element of the award. Each NEO’s award and the shares that ultimately vested and were forfeited are reflected below:

  130. 2023 Long-Term Performance-Plan Equity Award Forfeitures and Partial Vesting

    | | 2023 Performance Plan Equity Award | | | | NEO | Total Shares Granted | Shares Vested | Shares Forfeited | | Joel S. Marcus | 42,260 | 7,185 | 35,075 | | Peter M. Moglia | 13,460 | 2,289 | 11,171 | | Marc E. Binda | 4,030 | 686 | 3,344 | | Hunter L. Kass | 13,460 | 2,289 | 11,171 | | John Hart Cole | 2,120 | 361 | 1,759 | | Lawrence J. Diamond | 4,030 | 686 | 3,344 |

  131. 2023 Long-Term Performance-Plan Equity Award Forfeitures and Partial Vesting

    | 2026 Proxy Statement | 97 | |

  132. Long-Term Service-Based Equity Awards Granted in 2025 to Our Other NEOs

    Long-Term Service-Based Equity Awards Granted in 2025 to Our Other NEOs Each of the employment agreements for Messrs. Binda, Kass, Cole, and Diamond provides for long-term incentive awards at the discretion of the Compensation Committee. Annual long-term incentive awards are granted in the year following the year of performance, as shown in the “Summary Compensation Table” for the year of grant, in accordance with the SEC rules for disclosing equity compensation. Based on 2024 corporate performance accomplishments; an evaluation of each NEO’s performance, position, tenure, experience, expertise, leadership, and management capability; contribution to profitability, growth in FFO per share and long-term stockholder value; and 2024 individual performance accomplishments, each NEO was granted a restricted stock award for the number of shares set forth in the table below. These restricted stock awards vest based on each NEO’s continued service over a four-year period, and are subject to a one-year holding period after vesting. In addition, these awards feature forfeitable dividends, deferring any potential dividend payouts until the awards vest, if at all. No dividends will be paid on forfeited shares. The value of each restricted stock award increases or decreases with our stock price. The Compensation Committee believes that granting restricted stock awards is appropriate for several reasons, including that it is consistent with the practices of our peer companies, it provides a useful retention tool, and it helps us manage dilution because fewer shares are granted subject to restricted stock awards than would be granted subject to stock options.

  133. Long-Term Service-Based Equity Awards Granted in 2025 to Our Other NEOs

    | 2025 Long-Term Service-Based Equity Awards | | | NEO | Shares Granted(1) | | Marc E. Binda ........................................................................................................................................................... | 81,733 | | Hunter L. Kass .......................................................................................................................................................... | 93,099 | | John Hart Cole .......................................................................................................................................................... | 51,083 | | Lawrence J. Diamond .............................................................................................................................................. | 28,965 |

  134. Long-Term Service-Based Equity Awards Granted in 2025 to Our Other NEOs

    (1)Refer to “2025 Grants of Plan-Based Awards Table” on page 101 for additional information.

  135. Anniversary Cash Bonus Awards Granted in 2025

    Anniversary Cash Bonus Awards Granted in 2025 Discretionary bonuses may be awarded for a milestone anniversary with the Company. In 2025, Messrs. Binda and Cole each received a cash bonus of $20,000 for his 20-year anniversary and $10,000 for his 10-year anniversary of service to the Company, respectively.

  136. Anniversary Cash Bonus Awards Granted in 2025

    | 2026 Proxy Statement | 98 | |

  137. Summary Compensation Table

    Summary Compensation Table

  138. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(2) | All Other Compensation ($) | Total ($) | | Joel S. Marcus .......................... | 2025 | 1,345,000 | 2,000,000(3) | 5,004,205 | 3,026,250 | — | 197,341(4) | 11,572,796 | | Executive Chairman and Founder | 2024 | 1,300,000 | 2,030,000 | 9,413,563 | 2,925,000 | 1,874,992 | 183,721 | 17,727,276 | | | 2023 | 1,255,000 | 2,000,000 | 8,089,293 | 2,823,750 | 1,028,016 | 289,271 | 15,485,330 | | Peter M. Moglia ......................... | 2025 | 840,000 | — | 6,106,502 | 1,890,000 | 7,551 | — | 8,844,053 | | Chief Executive Officer and Chief Investment Officer | 2024 | 810,000 | — | 7,546,605 | 1,822,500 | 45,153 | 50,857 | 10,275,115 | | | 2023 | 780,000 | 25,000 | 7,222,595 | 1,755,000 | 38,415 | 48,357 | 9,869,367 | | Marc E. Binda ............................ | 2025 | 695,000 | 1,015,000(5) | 4,006,119 | — | 2,018 | — | 5,718,137 | | Chief Financial Officer and Treasurer | 2024 | 650,000 | 950,000 | 4,009,501 | — | 129,353 | 48,598 | 5,787,452 | | | 2023 | 531,000 | 950,000 | 4,035,302 | — | 128,780 | 46,098 | 5,691,180 | | Hunter L. Kass .......................... | 2025 | 750,000 | 1,750,000 | 4,506,744 | — | 1,454 | — | 7,008,198 | | Co-President and Regional Market Director – Greater Boston | 2024 | 700,000 | 1,750,000 | 6,205,864 | — | 6,512 | 46,000 | 8,708,376 | | | 2023 | 625,000 | 1,755,000 | 6,516,082 | — | 6,163 | 43,500 | 8,945,745 | | John Hart Cole(6) ....................... | 2025 | 595,000 | 760,000(7) | 3,304,425 | — | 775 | — | 4,660,200 | | Co-President & Co-Regional Market Director – Seattle | | | | | | | | | | Lawrence J. Diamond(8) ........... | 2025 | 615,000 | 585,000 | 1,465,762 | — | 2,783 | — | 2,668,545 | | Co-Chief Operating Officer and Regional Market Director – Maryland | 2024 | 595,000 | 575,000 | 2,186,861 | — | 23,680 | 51,528 | 3,432,069 |

  139. Summary Compensation Table

    (1)The dollar value of restricted stock awards is equal to the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. A discussion of the assumptions used in calculating the grant date fair value is set forth in Notes 2 and 17 of the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Certain amounts relate to restricted stock awards that were tied to the achievement of predetermined corporate performance goals. These performance-based awards are reflected at the grant date values assuming that the highest level of performance conditions will be achieved at the end of the applicable performance period. (2)Amounts for 2025 represent aggregate change in the actuarial present value of accumulated benefits under the Pension Plan. The Company terminated the Pension Plan effective December 31, 2024 and distributed all Pension Plan benefits to participants thereafter in 2025, resulting in no outstanding balance in their pension benefit account as of December 31, 2025. Refer to “Pension Benefits Table” on page 104 for more information. (3)Includes a $2,000,000 bonus awarded to Mr. Marcus in recognition of the significant value created in the Company’s portfolio of non-real estate investments as a result of Mr. Marcus’s expertise and leadership. Refer to “Performance-Based Cash Incentive Bonus Awarded in 2024 and 2025 to Our Executive Chairman” for more information. (4)Represents life, medical, and disability insurance premiums. (5)Includes anniversary bonus of $20,000. (6)Mr. Cole was not an NEO in 2023 or 2024. (7)Includes anniversary bonus of $10,000. (8)Mr. Diamond was not an NEO in 2023.

  140. Summary Compensation Table

    | 2026 Proxy Statement | 101 | |

  141. 2025 Grants of Plan-Based Awards Table

    2025 Grants of Plan-Based Awards Table

  142. 2025 Grants of Plan-Based Awards Table

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Joel S. Marcus .................. | 1/2/2025(1) | N/A | N/A | N/A | 2,602 | 10,407 | 15,610 | N/A | 1,272,996 | | | 1/10/2025(2) | N/A | N/A | N/A | N/A | N/A | N/A | 18,482 | 1,580,026 | | | 1/10/2025(3) | N/A | N/A | N/A | 4,621 | 18,483 | 27,725 | N/A | 2,151,183 | | | N/A(4) | 1,008,750 | 2,017,500 | 3,026,250 | N/A | N/A | N/A | N/A | N/A | | Peter M. Moglia ................ | 1/2/2025(1) | N/A | N/A | N/A | 830 | 3,320 | 4,980 | N/A | 406,119 | | | 1/10/2025(2) | N/A | N/A | N/A | N/A | N/A | N/A | 28,237 | 2,413,981 | | | 1/10/2025(3) | N/A | N/A | N/A | 7,060 | 28,237 | 42,356 | N/A | 3,286,402 | | | N/A(4) | 630,000 | 1,260,000 | 1,890,000 | N/A | N/A | N/A | N/A | N/A | | Marc E. Binda ................... | 1/2/2025(1) | N/A | N/A | N/A | 830 | 3,320 | 4,980 | N/A | 406,119 | | | 12/31/2025(5) | N/A | N/A | N/A | N/A | N/A | N/A | 81,733 | 3,600,000 | | Hunter L. Kass .................. | 1/2/2025(1) | N/A | N/A | N/A | 830 | 3,320 | 4,980 | N/A | 406,119 | | | 12/31/2025(5) | N/A | N/A | N/A | N/A | N/A | N/A | 93,099 | 4,100,625 | | John Hart Cole ................. | 1/2/2025(1) | N/A | N/A | N/A | 132 | 527 | 790 | N/A | 64,425 | | | 3/31/2025(6) | N/A | N/A | N/A | N/A | N/A | N/A | 11,891 | 990,000 | | | 12/31/2025(5) | N/A | N/A | N/A | N/A | N/A | N/A | 51,083 | 2,250,000 | | Lawrence J. Diamond ..... | 1/2/2025(1) | N/A | N/A | N/A | 389 | 1,554 | 2,330 | N/A | 190,012 | | | 12/31/2025(5) | N/A | N/A | N/A | N/A | N/A | N/A | 28,965 | 1,275,750 |

  143. 2025 Grants of Plan-Based Awards Table

    (1)Represents the 2025 Performance Plan Equity Award, which is subject to a one-year post-vesting holding period requirement. Refer to “Long-Term Performance-Plan Equity Awards Granted in 2025 to All NEOs” on page 93 for additional information. (2)Represents the 2025 Time-Based LTI Grant, which vests over a four-year period ending January 30, 2029, subject to continued service. The award is subject to a one-year post-vesting holding period requirement. Refer to “Long-Term Incentive Equity Awards Granted in 2025 to the Executive Chairman and the Chief Executive Officer” on page 88 for additional information. (3)Represents the 2025 Performance-Based LTI Grant, with vesting subject to performance over the three-year period ending December 31, 2027. The award is subject to a one-year post-vesting holding period requirement. Refer to “Long-Term Incentive Equity Awards Granted in 2025 to the Executive Chairman and the Chief Executive Officer” on page 88 for additional information. (4)Represents an annual cash incentive bonus tied to achievement of predetermined corporate and individual performance goals. Refer to “Annual Cash Incentive Awards for the Executive Chairman and the Chief Executive Officer” on page 68 for additional information. (5)Represents restricted stock grant subject to time-based vesting through December 15, 2029. Vested shares are also subject to a one-year post-vesting holding period. (6)Represents restricted stock grant subject to time-based vesting through March 15, 2029. Vested shares are also subject to a one-year post-vesting holding period. The stock awards indicated in the table above were granted under the 1997 Incentive Plan.

  144. 2025 Grants of Plan-Based Awards Table

    | 2026 Proxy Statement | 102 | |

  145. Outstanding Equity Awards at Fiscal Year End Table

    Outstanding Equity Awards at Fiscal Year End Table The following table shows unvested stock awards, assuming a market value of $48.94 per share (the closing price of Common Stock on December 31, 2025):

  146. Outstanding Equity Awards at Fiscal Year End Table

    | | Stock Awards(1) | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) | | Joel S. Marcus ......................... | 20,875 | 1,021,623 | 168,925 | 8,267,190 | | Peter M. Moglia ........................ | 31,892 | 1,560,794 | 132,124 | 6,466,149 | | Marc E. Binda .......................... | 129,930 | 6,358,774 | 16,090 | 787,445 | | Hunter L. Kass ......................... | 162,216 | 7,938,851 | 33,620 | 1,645,363 | | John Hart Cole ......................... | 76,593 | 3,748,461 | 5,310 | 259,871 | | Lawrence J. Diamond ............. | 58,327 | 2,854,523 | 13,440 | 657,754 |

  147. Outstanding Equity Awards at Fiscal Year End Table

    (1)Represents time-based and performance-based restricted stock awards granted pursuant to the 1997 Incentive Plan that were unvested as of December 31, 2025, with scheduled vesting in the years shown below:

  148. Outstanding Equity Awards at Fiscal Year End Table

    | Shares Scheduled to Vest During the Year Ending December 31, | Joel S. Marcus | Peter M. Moglia | Marc E. Binda | Hunter L. Kass | John Hart Cole | Lawrence J. Diamond | | 2026 | 65,058 | 49,882 | 46,522 | 69,096 | 26,388 | 26,508 | | 2027 | 76,786 | 59,738 | 44,424 | 62,235 | 23,237 | 24,409 | | 2028 | 47,956 | 54,396 | 34,640 | 41,230 | 16,534 | 13,608 | | 2029 | — | — | 20,434 | 23,275 | 15,744 | 7,242 | | Total shares that have not vested | 189,800 | 164,016 | 146,020 | 195,836 | 81,903 | 71,767 |

  149. Outstanding Equity Awards at Fiscal Year End Table

    (2)Represents unvested time-based stock awards as of December 31, 2025. (3)Represents unvested restricted stock awards as of December 31, 2025, related to long-term performance-plan equity awards at the maximum number of shares eligible to vest.

  150. 2025 Option Exercises(1) and Stock Vested Table

    2025 Option Exercises(1) and Stock Vested Table The following table sets forth certain information regarding vesting of restricted stock awards during 2025 for the NEOs:

  151. 2025 Option Exercises(1) and Stock Vested Table

    | | Stock Awards(2) | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(3) | | Joel S. Marcus ........................................................................................................................ | 24,543 | 2,197,181 | | Peter M. Moglia ...................................................................................................................... | 34,372 | 3,041,819 | | Marc E. Binda ......................................................................................................................... | 25,396 | 1,331,364 | | Hunter L. Kass ........................................................................................................................ | 37,215 | 1,949,592 | | John Hart Cole ........................................................................................................................ | 10,649 | 780,270 | | Lawrence J. Diamond ............................................................................................................ | 18,573 | 1,007,886 |

  152. 2025 Option Exercises(1) and Stock Vested Table

    (1)We have not issued any options since 2002, no options have been exercised since 2012, and no options were outstanding as of December 31, 2025. (2)Represents restricted stock awards granted pursuant to the 1997 Incentive Plan. (3)Represents the number of shares of stock that vested multiplied by the closing price of Common Stock on the vesting date. 104

  153. Pension Benefits Table

    Pension Benefits Table The following table discloses the number of years of credited service of, the actuarial present value of the accumulated benefits for, and payments during the last fiscal year to each NEO under the Pension Plan. The Company terminated the Pension Plan effective December 31, 2024 and distributed all Pension Plan benefits to participants thereafter in 2025. For a more detailed description of the Pension Plan, refer to “Pension Plan” on page 98.

  154. Pension Benefits Table

    | Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefits ($) | Payments During Last Fiscal Year ($) | | Joel S. Marcus ................................ | 32 | — | — | | Peter M. Moglia ............................... | 28 | — | 1,140,720 | | Marc E. Binda ................................. | 21 | — | 304,916 | | Hunter L. Kass ................................ | 8 | — | 164,895 | | John Hart Cole ................................ | 11 | — | 117,016 | | Lawrence J. Diamond .................... | 27 | — | 420,447 |

  155. Pension Benefits Table

    | 2026 Proxy Statement | 105 | |

  156. 2025 Nonqualified Deferred Compensation Table

    2025 Nonqualified Deferred Compensation Table As explained above under “Deferred Compensation Plan” on page 98, the Company has in place the DC Plan, which is an unfunded plan designed to permit compensation deferrals for a select group of the Company’s management or highly compensated employees. The following table discloses contributions, earnings, and balances under the DC Plan for each of the NEOs:

  157. 2025 Nonqualified Deferred Compensation Table

    | Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($)(3) | | Joel S. Marcus .................... | 402,877 | — | 1,672,593 | — | 21,407,260 | | Peter M. Moglia .................. | — | — | — | — | — | | Marc E. Binda ..................... | 475,000 | — | 271,398 | — | 2,409,829 | | Hunter L. Kass .................... | 124,885 | — | (8,376) | — | 353,531 | | John Hart Cole .................... | 50,000 | — | 10,610 | — | 313,093 | | Lawrence J. Diamond ........ | — | — | 7,455 | — | 58,337 |

  158. 2025 Nonqualified Deferred Compensation Table

    (1)Amounts are also included as compensation to the NEOs in the “Salary” and “Bonus” columns of the “Summary Compensation Table” for 2025 on page 100. (2)Amounts include above-market gains/preferential earnings and below-market losses as shown for each NEO in the table under footnote 2 to the “Summary Compensation Table” on page 100. Below-market losses are excluded from the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the “Summary Compensation Table.” Advisory fees paid to the plan administrator have been deducted from aggregate earnings reported in this column. (3)Amounts have been reported as compensation to the NEOs in the “Summary Compensation Table” for 2024 and 2023 as follows:

  159. 2025 Nonqualified Deferred Compensation Table

    | | Executive Contributions by Year ($) | | | Name | 2024 | 2023 | | Joel S. Marcus .......................................................................................................................................... | 389,481 | 968,197 | | Peter M. Moglia ......................................................................................................................................... | — | — | | Marc E. Binda ........................................................................................................................................... | 475,000 | 247,500 | | Hunter L. Kass .......................................................................................................................................... | 209,856 | 31,135 | | John Hart Cole .......................................................................................................................................... | N/A(1) | N/A(1) | | Lawrence J. Diamond .............................................................................................................................. | — | N/A(2) |

  160. 2025 Nonqualified Deferred Compensation Table

    (1)Mr. Cole was not an NEO in 2023 or 2024. (2)Mr. Diamond was not an NEO in 2023. The DC Plan is an unfunded plan designed to permit compensation deferrals for a select group of the Company’s management or highly compensated employees. Eligibility to participate in the DC Plan is limited to full-time employees of the Company who (i) qualify as accredited investors under the Securities Act, (ii) fall within a select group of management or highly compensated employees for purposes of ERISA, and (iii) are selected and designated as eligible to participate by the Company with respect to a plan year based on their level of responsibility and anticipated compensation levels for such plan year. Under the DC Plan, a participant may elect annually to defer up to 70% of the participant’s salary, up to 70% of the participant’s eligible earned leasing incentive compensation (if applicable), and up to 100% of the participant’s cash incentive award, provided that the minimum deferral amount of any cash incentive award be $10,000 and the aggregate minimum deferral amount of any salary, eligible earned leasing incentive compensation, and cash incentive award be $10,000. A participant must generally make deferral elections during an election period that is prior to the beginning of the plan year in which the related compensation is earned. The Company may permit a newly eligible participant to make a deferral election within the first 30 days of first becoming eligible to participate in the plan with respect to compensation earned during the portion of the plan year after such election becomes irrevocable. Participants’ elected deferral amounts under the DC Plan are credited or charged, as the case may be, based on the investment performance of the investment options made available by the Company and selected by participants for the deemed investment of their accounts, including, as offered from time to time, mutual funds, other publicly traded securities, and certain private or public life science company venture investments. Except with respect to any such venture investments, participants may change their deemed investment selections prospectively on a daily basis by contacting the advisor associated with the DC Plan.

  161. 2025 Nonqualified Deferred Compensation Table

    | 2026 Proxy Statement | 106 | |

  162. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The discussion and tables below provide information regarding the incremental amount of compensation, if any, that would be paid to each of the NEOs of the Company under various termination scenarios or a change in control.

  163. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL (continued)

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL (continued) The Marcus Employment Agreement also provides that, upon a Change in Control (as defined in the agreement), (i) any and all equity or equity-based awards granted before January 1, 2015, the vesting of which depends only upon the passage of time, will vest, (ii) any and all equity or equity-based awards granted before January 1, 2015, the vesting of which depends upon the satisfaction of performance criteria, shall vest in an amount equal to (A) the amount of the award that would have been earned if the target level of performance had been achieved, multiplied by (B) a fraction, (x) the numerator of which is the number of days during the performance period on which Mr. Marcus was employed and (y) the denominator of which is the number of days in the performance period, and (iii) any and all options granted before January 1, 2015, will be exercisable for their full terms. The Marcus Employment Agreement provides that accelerated vesting upon a Change in Control will not apply to an award granted on or after January 1, 2015, which is substituted in the event of a Change in Control with an alternative award (i) in respect of stock which is actively traded on an established U.S. securities market, (ii) which vests on the applicable regularly scheduled vesting date or dates (without regard to performance) of the pre-Change in Control award, or an earlier vesting date or dates, subject only to continued service through such date or dates other than as provided in the Marcus Employment Agreement, (iii) which provides Mr. Marcus with rights, terms, and conditions substantially equivalent to or better than those of the pre-Change in Control award, and (iv) which is the economic equivalent of the pre-Change in Control award, all as further described in the Marcus Employment Agreement. Any such alternative awards will be subject following a Change in Control to the provision of the Marcus Employment Agreement generally applicable upon a termination of employment, i.e., double-trigger vesting upon a severance-qualifying termination. The Marcus Employment Agreement provides that if payments provided to Mr. Marcus under the Marcus Employment Agreement would constitute a “parachute payment” within the meaning of Section 280G of the Code, then Mr. Marcus is entitled to receive (i) an amount limited so that no portion thereof shall be subject to an excise tax under Section 4999 of the Code (the “Limited Amount”) or (ii) if the amount otherwise payable under the Marcus Employment Agreement reduced by the excise tax imposed by Section 4999 of the Code is greater than the Limited Amount, the amount otherwise payable under the Marcus Employment Agreement.

  164. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL (continued)

    | 2026 Proxy Statement | 109 | |

  165. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL (continued)

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL (continued)

  166. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL (continued)

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL (continued) The table below reflects the amount of compensation and benefits payable to Mr. Marcus under the Marcus Employment Agreement and to each Other NEO under his respective Executive Employment Agreement, and in each case pursuant to the 1997 Incentive Plan in the event of each scenario listed in the table below. The amounts shown in the table below assume that the termination was effective as of December 31, 2025. The table does not include the nonqualified deferred compensation that would be paid to the NEO, which are set forth in the “2025 Nonqualified Deferred Compensation Table” on page 105. In addition, the table does not include the value of vested restricted stock as of December 31, 2025. Because the payments to be made to the NEO depend on several factors, the actual amounts to be paid out upon the NEO’s termination of employment can be determined only at the time of his separation from the Company.

  167. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL (continued)

    | Name of Executive Cause of Termination | Cash Severance Payment ($) | Pro Rata Bonus ($) | Restricted Stock Grants ($) | Acceleration of Equity Awards ($)(1) | Continued Participation in Medical & Dental Benefit Plans ($) | Accrued Vacation ($) | Total ($) | | Joel S. Marcus | | | | | | | | | Without Cause/for Good Reason ................... | 6,590,000 | 3,026,250 | 4,193,375 | 685,246 | 4,645,581 | 310,385 | 19,450,837 | | Death or Disability ............................................ | 6,590,000 | 3,026,250 | 4,193,375 | 685,246 | 4,125,104 | 310,385 | 18,930,360 | | Without Good Reason ..................................... | — | — | 4,193,375 | 685,246 | — | 310,385 | 5,189,006 | | For cause ........................................................... | — | — | — | — | — | 310,385 | 310,385 | | Peter M. Moglia | | | | | | | | | Without Cause/for Good Reason (CIC) ........ | 5,325,000 | N/A | 14,376,565 | 45,453 | 4,648,957 | 117,822 | 24,513,797 | | Without Cause/for Good Reason (no CIC) ... | 2,662,500 | N/A | 14,376,565 | 45,453 | 4,483,051 | 117,822 | 21,685,391 | | Death or Disability ............................................ | 2,662,500 | N/A | 14,376,565 | 45,453 | 4,483,051 | 117,822 | 21,685,391 | | For Cause/other than for Good Reason ....... | — | N/A | — | — | — | 117,822 | 117,822 | | Marc E. Binda | | | | | | | | | Without Cause/for Good Reason (CIC) ........ | 2,467,500 | N/A | 6,870,922 | 43,603 | 6,660,147 | 112,269 | 16,154,441 | | Without Cause/for Good Reason (no CIC) ... | 1,645,000 | N/A | 6,869,341 | 43,603 | 6,582,773 | 112,269 | 15,252,986 | | Death or Disability ............................................ | 1,645,000 | N/A | 6,869,341 | 43,603 | 6,582,773 | 112,269 | 15,252,986 | | For Cause/other than for Good Reason ....... | — | N/A | — | — | — | 112,269 | 112,269 | | Hunter L. Kass | | | | | | | | | Without Cause/for Good Reason (CIC) ........ | 3,750,000 | N/A | 10,748,673 | 45,742 | 8,584,272 | 92,297 | 23,220,984 | | Without Cause/for Good Reason (no CIC) ... | 2,500,000 | N/A | 10,748,673 | 45,742 | 8,418,365 | 92,297 | 21,805,077 | | Death or Disability ............................................ | 2,500,000 | N/A | 10,748,673 | 45,742 | 8,418,365 | 92,297 | 21,805,077 | | For Cause/other than for Good Reason ....... | — | N/A | — | — | — | 92,297 | 92,297 | | John Hart Cole | | | | | | | | | Without Cause/for Good Reason (CIC) ........ | 1,642,500 | N/A | 4,168,076 | 45,640 | 3,850,403 | 102,981 | 9,809,600 | | Without Cause/for Good Reason (no CIC) ... | 1,095,000 | N/A | 4,168,076 | 45,640 | 3,824,172 | 102,981 | 9,235,869 | | Death or Disability ............................................ | 1,095,000 | N/A | 4,168,076 | 45,640 | 3,824,172 | 102,981 | 9,235,869 | | For Cause/other than for Good Reason ....... | — | N/A | — | — | — | 102,981 | 102,981 | | Lawrence J. Diamond | | | | | | | | | Without Cause/for Good Reason (CIC) ........ | 1,785,000 | N/A | 5,739,511 | 37,179 | 3,136,858 | 94,615 | 10,793,163 | | Without Cause/for Good Reason (no CIC) ... | 1,190,000 | N/A | 5,739,511 | 37,179 | 3,059,484 | 94,615 | 10,120,789 | | Death or Disability ............................................ | 1,190,000 | N/A | 5,739,511 | 37,179 | 3,059,484 | 94,615 | 10,120,789 | | For Cause/other than for Good Reason ....... | — | N/A | — | — | — | 94,615 | 94,615 |

  168. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL (continued)

    (1)Amounts represent the value of unvested restricted stock awards based on the closing price of the Common Stock of $48.94 per share on December 31, 2025 that would vest on an accelerated basis upon the occurrence of certain events. Includes acceleration of vesting for performance-based awards assuming target performance was achieved on the assumed date of termination on December 31, 2025. As of December 31, 2025, none of the executives held stock options.

  169. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL (continued)

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  170. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio Under SEC rules, we are required to calculate and disclose the total annual compensation paid to our median employee, as well as the ratio of the total compensation paid to our Executive Chairman, Mr. Marcus, and our Chief Executive Officer, Mr. Moglia, to the total compensation paid to our median employee (the “Chief Executive Officer Pay Ratio”). Set forth below is a description of the methodology, including material assumptions, adjustments, and estimates we used to identify the median employee for purposes of calculating the Chief Executive Officer Pay Ratio: •We identified the median employee using our employee population on December 31, 2025. As of December 31, 2025, we had a total population of 514 employees, including full-time, part-time, and temporary employees. From this full population, we excluded our Executive Chairman and Chief Executive Officer and arrived at a population consisting of 512 employees. •We then calculated the annual total compensation for each of the 512 employees as a sum of each employee’s respective 2025 base salary, discretionary bonus paid in 2025, and equity award granted in 2025 (at the grant date fair value). For permanent employees (full-time and part-time) hired after January 1, 2025, we annualized the aforementioned components. The median of the annual total compensation of the 512 employees was determined to be the total compensation of our median employee and was used to compute Chief Executive Officer Pay Ratio, as described below. For fiscal year 2025, the annual total compensation of our median employee was $207,588, and the annual total compensation of Messrs. Marcus and Moglia was $11,572,796 and $8,844,053, respectively. Based on this information, the ratio of the annual total compensation of Messrs. Marcus and Moglia to that of our median employee was 56 to 1 and 43 to 1, respectively. The annual total compensation of Messrs. Marcus and Moglia presented for this purpose is equal to the compensation reported for them in the “Summary Compensation Table” on page 100. The Chief Executive Officer Pay Ratio above represents our reasonable estimate calculated in a manner consistent with SEC rules and applicable guidance. SEC rules and guidance provide flexibility in how companies identify the median employee, and each company may use a different methodology and make different assumptions particular to that company. As a result, and as explained by the SEC when it adopted these rules, in considering the pay ratio disclosure, stockholders should keep in mind that the rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow stockholders to better understand and assess each particular company’s compensation practices and pay ratio disclosures. Neither the Compensation Committee nor our management used our Chief Executive Officer Pay Ratio measure in making compensation decisions.

  171. Chief Executive Officer Pay Ratio

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  172. Pay Versus Performance

    Pay Versus Performance The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee view the link between the Company’s performance and NEO pay. For additional information about our pay-for-performance philosophy and how we align NEO compensation with Company performance, refer to the “Compensation Discussion and Analysis” section beginning on page 39.

  173. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEOs(1) | | | Compensation Actually Paid to PEOs(2) | | | Average Summary Compen- sation Table Total for Non-PEO NEOs(1)(3) | Average Compen- sation Actually Paid to Non-PEO NEOs(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss)(6) | FFO per share – diluted, as adjusted (7) | | | PEO#1 | PEO#2 | PEO#3 | PEO#1 | PEO#2 | PEO#3 | | | ARE TSR (4) | FTSE Health Care TSR(5) | | | | 2025 | $11,572,796 | $8,844,053 | — | $4,293,016 | $1,495,672 | — | $5,013,770 | $2,100,347 | $33.8 | $164.5 | $(1,216,726,000) | $9.01 | | 2024 | $17,727,276 | $10,275,115 | — | $14,204,716 | $7,511,386 | — | $6,764,415 | $5,176,942 | $63.2 | $128.1 | $510,733,000 | $9.47 | | 2023 | $15,485,330 | $9,869,367 | — | $12,940,456 | $7,260,065 | — | $7,725,976 | $6,862,308 | $78.4 | $103.1 | $280,994,000 | $8.97 | | 2022 | $13,035,517 | $9,289,388 | $7,231,836 | $5,240,793 | $1,066,125 | $(874,179) | $7,931,051 | $3,771,122 | $86.3 | $90.5 | $670,701,000 | $8.42 | | 2021 | $12,701,393 | $8,274,131 | $8,320,228 | $20,240,869 | $15,720,892 | $15,766,043 | $7,301,308 | $10,927,591 | $128.1 | $116.3 | $654,282,000 | $7.76 |

  174. Pay Versus Performance

    (1)Joel S. Marcus is Principal Executive Officer (“PEO”) #1, and Peter M. Moglia is PEO #2 for all years shown. Stephen A. Richardson, our former Co-Chief Executive Officer who resigned from the Company in July 2022, is PEO #3 for 2021 and 2022. For 2025, our Non-PEO NEOs include Marc E. Binda, Hunter L. Kass, John Hart Cole, and Lawrence J. Diamond. For 2024, our Non-PEO NEOs include Marc E. Binda, Daniel J. Ryan, Hunter L. Kass, and Lawrence J. Diamond. For 2023, our Non-PEO NEOs include Marc E. Binda, Dean A. Shigenaga, Daniel J. Ryan, Hunter L. Kass, and Vincent R. Ciruzzi. For 2022, our Non-PEO NEOs include Dean A. Shigenaga, Daniel J. Ryan, Hunter L. Kass, and Vincent R. Ciruzzi. For 2021, our Non-PEO NEOs include Dean A. Shigenaga, Daniel J. Ryan, Hunter L. Kass, and John H. Cunningham. (2)To calculate compensation actually paid to our PEOs, and the average compensation actually paid to the Non-PEO NEOs, the following adjustments were made to the amounts reported for performance year 2025 in the “Summary Compensation Table” on page 100, in accordance with the requirements of Item 402(v) of Regulation S-K. Refer to the “Pay Versus Performance” sections in the proxy statements for our 2023, 2024, and 2025 annual meetings of stockholders for the adjustments made to determine compensation actually paid for prior years.

  175. Pay Versus Performance

    | | | | | Stock Awards Unvested at Year-End | | Stock Awards Vested During the Covered Year | | Add: Dividend Paid on Unvested Stock During Covered Year | Add: Pension Plan Service Cost | Less Change in Pension Value | Compensation Actually Paid | | Name | Year | Total Compensation From Summary Compensation Table | Less: Grant Date Fair Value of Stock Awards From Summary Compensation Table | Add: Year- End Fair Value of Stock Awards Granted in Covered Year | Add: Change in Fair Value From Prior Year-End of Stock Awards Granted in Prior Years | Add: Grants Made in Covered Year: Fair Value on Vesting Date | Add: Grants Made in Prior Years: Change in Fair Value on Vesting Date Versus Prior Year- End | | | | | | PEO#1 | 2025 | $11,572,796 | $5,004,205 | $2,357,860 | $(6,046,739) | $350,596 | $253,692 | $809,016 | $— | $— | $4,293,016 | | PEO#2 | 2025 | $8,844,053 | $6,106,502 | $2,933,496 | $(5,673,330) | $535,660 | $377,436 | $592,410 | $— | $(7,551) | $1,495,672 | | PEO#3 | 2025 | — | — | — | — | — | — | — | — | — | — | | Non- PEO NEOs | 2025 | $5,013,770 | $3,320,763 | $3,071,403 | $(2,222,737) | $— | $(748,342) | $308,774 | $— | $(1,758) | $2,100,347 |

  176. Pay Versus Performance

    (3)Amounts represent the average of the amounts reported for the Company’s Non-PEO NEOs as a group in the “Total” column of the “Summary Compensation Table” in each applicable year. (4)TSR is determined based on the value of an initial fixed investment of $100 on December 31, 2020. Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s stock price at the end and the beginning of the measurement period by the Company’s stock price at the beginning of the measurement period. (5)The peer group used for this purpose is the group of companies included in the FTSE NAREIT Equity Health Care Index, which is the industry peer group used in our Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K for the fiscal year ended December 31, 2025. The separate peer group used by the Compensation Committee for purposes of determining compensation paid to our NEOs is described under “Compensation Peer Group” on page 65. (6)Net income attributable to Alexandria as reported in the Company’s Annual Report on Form 10-K for the applicable fiscal year. (7)As required by Item 402(v) of Regulation S-K, we have determined that FFO per share – diluted, as adjusted, is the Company-Selected Measure (as defined in Item 402(v)). Refer to the “Definitions and Reconciliations” section of this Proxy Statement for additional information.

  177. Pay Versus Performance

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  178. PAY VERSUS PERFORMANCE (continued)

    PAY VERSUS PERFORMANCE (continued)

  179. Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

    Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures Pursuant to Item 402(v) of Regulation S-K, we are providing the following graphs to illustrate the relationship between the compensation actually paid and the various performance measures addressed in the tabular disclosure above. As noted above, “compensation actually paid” for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not fully represent the actual final amount of compensation earned by or actually paid to our NEOs during the applicable years.

  180. Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

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  181. PAY VERSUS PERFORMANCE (continued)

    PAY VERSUS PERFORMANCE (continued)