Private company
American Assets Trust, L.P.
American real estate investment trust, incorporated in Maryland1
In its 2026 annual report the company says: “We are a full service, vertically integrated and self-administered real estate investment trust, or REIT, that owns, operates, acquires and develops high quality office, retail, multifamily and mixed-use properties in attractive, high-barrier-to-entry markets in Southern California, Northern California, Washington, Oregon, Texas and Hawaii.”4 It is headquartered in San Diego, California.1
Last updated Oct 21, 2026.
Overview
- IndustryReal Estate Investment Trusts1
- HeadquartersSan Diego, California1
- Incorporated inMD2
- Business address11455 El Camino Real, Suite 200, San Diego, Ca 921302
- Filer categoryLarge accelerated filer2
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We are a full service, vertically integrated and self-administered real estate investment trust, or REIT, that owns, operates, acquires and develops high quality office, retail, multifamily and mixed-use properties in attractive, high-barrier-to-entry markets in Southern California, Northern California, Washington, Oregon, Texas and Hawaii. As of December 31, 2025, our portfolio is comprised of twelve office properties; eleven retail shopping centers; a mixed-use property consisting of a 369-room all-suite hotel and a retail shopping center; and seven multifamily properties. Additionally, as of December 31, 2025, we owned land at two of our properties that we classified as held for development and construction in progress. Our core markets include San Diego, California; the San Francisco Bay Area, California; Bellevue, Washington; Portland, Oregon and Oahu, Hawaii.4 From its latest annual report
Corporate structure
American Assets Trust, L.P. is part of a group headed by American Assets Trust, Inc.. 69 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
- American Assets Trust, Inc. San Diego, California
- American Assets Trust, L.P. San Diego, California
- AAT Alamo Quarry, LLC Subsidiary · Delaware, United States
- AAT Bel-Spring 520, LLC Subsidiary · Delaware, United States
- AAT CC Bellevue, LLC Subsidiary · Delaware, United States
- AAT CCE III Bellevue, LLC Subsidiary · Delaware, United States
- AAT Del Monte, LLC Subsidiary · Delaware, United States
- AAT Eastgate, LLC Subsidiary · Delaware, United States
- AAT Gateway Marketplace, LLC Subsidiary · Delaware, United States
- AAT Geary Marketplace, LLC Subsidiary · Delaware, United States
- AAT Genesee Park, LLC Subsidiary · Delaware, United States
- AAT La Jolla Commons 3, LLC Subsidiary · Delaware, United States
- AAT La Jolla Commons, LLC Subsidiary · Delaware, United States
- AAT Lloyd District, LLC Subsidiary · Delaware, United States
- AAT One Beach, LLC Subsidiary · Delaware, United States
- AAT Oregon Office I, LLC Subsidiary · Delaware, United States
- AAT Pacific Ridge, LLC Subsidiary · Delaware, United States
- AAT Torrey 13-14, LLC Subsidiary · Delaware, United States
- AAT Torrey Plaza, LLC Subsidiary · Delaware, United States
- AAT Torrey Point, LLC Subsidiary · Delaware, United States
- AAT Torrey Reserve 5, LLC Subsidiary · Delaware, United States
- AAT Torrey Reserve 6, LLC Subsidiary · Delaware, United States
- AAT Waikele Center, LLC Subsidiary · Delaware, United States
- ABW 2181 Holdings, LLC Subsidiary · Hawaii, United States
- ABW Holdings, LLC Subsidiary · Delaware, United States
- ABW Lewers, LLC Subsidiary · Hawaii, United States
- American Assets Services, Inc. Subsidiary · Delaware, United States
- and 42 more
- American Assets Trust, L.P. San Diego, California
Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What American Assets Trust, L.P. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Properties, in its own words
Our Portfolio
As of December 31, 2025, our operating portfolio was comprised of 31 office, retail, multifamily and mixed-use properties with an aggregate of approximately 6.8 million rentable square feet of office and retail space (including mixed-use retail space), 2,302 residential units (including 120 RV spaces) and a 369-room hotel. Additionally, as of December 31, 2025, we owned land at two of our properties that we classified as held for development or construction in progress.
The rest of Item 2
Property · Location · Year Built/Most Recent Renovation · NetRentableSquareFeet · PercentageLeased (2) · AnnualizedBase Rent (1) · AnnualizedBase RentPer LeasedSquareFoot
OFFICE PROPERTIES
La Jolla Commons I & II · San Diego, CA · 2008 · 725,439 · 98.5 · 48,403,724 · 67.74
La Jolla Commons III · San Diego, CA · 2025 · 206,231 · 34.7 · 2,643,758 · 36.94
Coastal Collection at Torrey Reserve (3) · San Diego, CA · 1996/2022 · 552,276 · 82.2 · 25,033,359 · 55.14
Torrey Point · San Diego, CA · 2017 · 94,854 · 99.6 · 6,119,373 · 64.77
Solana Crossing · Solana Beach, CA · 1982/2022 · 224,009 · 81.3 · 8,833,711 · 48.51
The Landmark at One Market (4) · San Francisco, CA · 1917/2000 · 422,426 · 98.3 · 41,830,682 · 100.74
One Beach Street · San Francisco, CA · 1924/2024 · 89,067 · 14.5 · — · —
First & Main · Portland, OR · 2010 · 362,633 · 74.9 · 8,937,842 · 32.91
Lloyd Portfolio · Portland, OR · 1940/2022 · 568,270 · 84.1 · 16,051,144 · 33.59
City Center Bellevue · Bellevue, WA · 1987/2023 · 498,606 · 92.0 · 27,649,275 · 60.28
14Acres · Bellevue, WA · 1985/2024 · 276,060 · 63.5 · 5,962,845 · 34.02
Timber Ridge · Bellevue, WA · 1986 · 160,509 · 97.5 · 7,280,357 · 46.52
Timber Springs · Bellevue, WA · 1983 · 93,295 · 73.0 · 2,589,179 · 38.02
Subtotal / Weighted Average Office Portfolio (5) · 4,273,675 · 83.1 · 201,335,249 · 56.69
RETAIL PROPERTIES
Carmel Country Plaza · San Diego, CA · 1991 · 78,098 · 98.0 · 4,316,334 · 56.40
Carmel Mountain Plaza (6) · San Diego, CA · 1994/2020 · 528,416 · 99.8 · 14,602,922 · 27.69
South Bay Marketplace (6) · San Diego, CA · 1997/2018 · 132,877 · 97.8 · 2,535,608 · 19.51
Gateway Marketplace (6) · San Diego, CA · 1997/2016 · 127,861 · 98.9 · 2,473,675 · 19.56
Lomas Santa Fe Plaza · Solana Beach, CA · 1972/1997 · 208,297 · 96.6 · 6,613,353 · 32.87
Solana Beach Towne Centre · Solana Beach, CA · 1973/2004 · 246,651 · 97.5 · 7,423,168 · 30.87
Geary Marketplace · Walnut Creek, CA · 2012 · 35,097 · 100.0 · 1,299,574 · 37.03
The Shops at Kalakaua · Honolulu, HI · 1971/2006 · 11,893 · 100.0 · 1,206,000 · 101.40
Waikele Center · Waipahu, HI · 1993/2008 · 418,395 · 97.2 · 12,637,563 · 31.07
Alamo Quarry Market (6) · San Antonio, TX · 1997/1999 · 588,148 · 99.2 · 16,311,778 · 27.96
Hassalo on Eighth - Retail · Portland, OR · 2015 · 44,236 · 57.5 · 857,552 · 33.71
Subtotal / Weighted Average Retail Portfolio (5) · 2,419,969 · 97.7 · 70,277,527 · 29.72
Total / Weighted Average Retail and Office Portfolio (5) · 6,693,644 · 88.4 · 271,612,776 · 45.90
Retail Portion · Location · Year Built/Renovated · NetRentableSquareFeet · PercentageLeased (2) · AnnualizedBase Rent (1) · AnnualizedBase RentPer LeasedSquareFoot
Waikiki Beach Walk—Retail · Honolulu, HI · 2006 · 93,925 · 96.2 · 9,628,291 · 106.56
Hotel Portion · Location · Year Built/Renovated · Units · AverageOccupancy · AverageDaily Rate · RevenueperAvailableRoom
Waikiki Beach Walk—Embassy SuitesTM · Honolulu, HI · 2008/2020 · 369 · 82.3 · 359.93 · 296.35
Multifamily Portfolio
Property · Location · Year Built/Renovated · Units · PercentageLeased (2) · PercentageOccupied (2) · AnnualizedBase Rent (1) · Average Monthly Base Rent per Occupied Unit
Loma Palisades · San Diego, CA · 1958/2022 · 548 · 96.7 · 94.9 · 18,131,064 · 2,905
Imperial Beach Gardens · Imperial Beach, CA · 1959/2023 · 160 · 95.0 · 91.3 · 4,754,016 · 2,712
Mariner’s Point · Imperial Beach, CA · 1986 · 88 · 93.2 · 92.1 · 1,928,100 · 1,982
Pacific Ridge Apartments · San Diego, CA · 2013 · 533 · 99.1 · 98.1 · 24,977,172 · 3,981
Genesee Park · San Diego, CA · 1985 · 192 · 98.4 · 96.9 · 4,878,144 · 2,185
Hassalo on Eighth - Multifamily (7) · Portland, OR · 2015 · 657 · 91.2 · 89.0 · 11,814,288 · 1,684
Total / Weighted Average Multifamily · 2,178 · 95.5 · 93.7 · 66,482,784 · 2,715
Santa Fe Park RV Resort (8) · San Diego, CA · 1971/2008 · 124 · 45.2 · 45.2 · 1,064,856 · 1,583
Total / Weighted Average Multifamily (including Santa Fe Park RV Resort) · 2,302 · 92.8 · 91.1 · 67,547,640 · 2,684
(1)Annualized base rent is calculated by multiplying base rental payments (defined as cash base rents (before abatements)) under commenced leases for the month ended December 31, 2025 by 12. In the case of triple net or modified gross leases, annualized base rent does not include tenant reimbursements for real estate taxes, insurance, common area or other operating expenses. The foregoing notwithstanding:
a.The annualized base rent for La Jolla Commons has been adjusted for this presentation to reflect that the contractual triple net leases were instead structured as modified gross leases, by adding the contractual annualized triple net base rent of $37,801,285 to our estimate of annual triple net operating expenses of $10,602,439 for an estimated annualized base rent on a modified gross lease basis of $48,403,724 for La Jolla Commons.
b.The annualized base rent for 14Acres has been adjusted for this presentation to reflect that the contractual triple net leases were instead structured as modified gross leases, by adding the contractual annualized triple net base rent of $4,081,195 to our estimate of annual triple net operating expenses of $1,881,650 for an estimated annualized base rent on a modified gross lease basis of $5,962,845 for 14Acres.
Item 2 of the 10-K filed Feb 6, 2026.4
Subsidiaries and ownership
Subsidiaries (Exhibit 21)
- AAT Alamo Quarry, LLC Delaware3
- AAT Bel-Spring 520, LLC Delaware3
- AAT CC Bellevue, LLC Delaware3
- AAT CCE III Bellevue, LLC Delaware3
- AAT Del Monte, LLC Delaware3
- AAT Eastgate, LLC Delaware3
- AAT Gateway Marketplace, LLC Delaware3
- AAT Geary Marketplace, LLC Delaware3
- AAT Genesee Park, LLC Delaware3
- AAT La Jolla Commons 3, LLC Delaware3
- AAT La Jolla Commons, LLC Delaware3
- AAT Lloyd District, LLC Delaware3
- AAT One Beach, LLC Delaware3
- AAT Oregon Office I, LLC Delaware3
- AAT Pacific Ridge, LLC Delaware3
- AAT Torrey 13-14, LLC Delaware3
- AAT Torrey Plaza, LLC Delaware3
- AAT Torrey Point, LLC Delaware3
- AAT Torrey Reserve 5, LLC Delaware3
- AAT Torrey Reserve 6, LLC Delaware3
- AAT Waikele Center, LLC Delaware3
- ABW 2181 Holdings, LLC Hawaii3
- ABW Holdings, LLC Delaware3
- ABW Lewers, LLC Hawaii3
All 68 listed subsidiaries
- American Assets Services, Inc. Delaware3
- American Assets Trust Management, LLC Delaware3
- American Assets Trust, LP Maryland3
- Beach Walk Holdings, LLC Delaware3
- Broadway 225 Sorrento Holdings, LLC Delaware3
- Broadway 225 Stonecrest Holdings, LLC Delaware3
- Carmel Country Plaza, LP California3
- Carmel Mountain Pad, LLC California3
- EBW Hotel, LLC Hawaii3
- ICW Café Lessee, LLC Delaware3
- ICW Plaza Merger Sub, LLC Delaware3
- Imperial Strand Holdings, LLC Delaware3
- Landmark FireHill Holdings, LLC Delaware3
- Landmark Venture Holdings, LLC Delaware3
- Landmark Venture JV, LLC Delaware3
- Lloyd District TRS, LLC Delaware3
- Loma Palisades CA general partnership California3
- Loma Palisades GP LLC Delaware3
- Mariner's Point Holdings, LLC Delaware3
- Pacific Carmel Mountain Assets, LLC Delaware3
- Pacific Carmel Mountain Holdings, LP California3
- Pacific Del Mar Assets, LLC Delaware3
- Pacific Firecreek Holdings, LLC Delaware3
- Pacific North Court GP, LLC Delaware3
- Pacific North Court Holdings, LP California3
- Pacific Santa Fe Assets, LLC Delaware3
- Pacific Santa Fe Holdings, LP California3
- Pacific Solana Beach Assets, LLC Delaware3
- Pacific Solana Beach Holdings, LP California3
- Pacific South Court Assets, LLC Delaware3
- Pacific South Court Holdings, LP California3
- Pacific Torrey Daycare Assets, LLC Delaware3
- Pacific Torrey Daycare Holdings, LP California3
- Pacific VC Holdings, LLC Delaware3
- Pacific Waikiki Assets, LLC Delaware3
- Pacific Waikiki Holdings, LP. California3
- SB Corporate Centre III-IV, LLC Delaware3
- SB Corporate Centre, LLC California3
- SB Towne Centre, LLC California3
- SBCC Holdings, LLC Delaware3
- SBTC Holdings, LLC Delaware3
- Southbay Marketplace Holdings, LLC Delaware3
- WBW Hotel Lessee, LLC Delaware3
- Waikele Venture Holdings, LLC Delaware3
The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.
Timeline
- May 11, 20268-K Entered a material agreement; Change to shareholders' rights5
- Apr 1, 20268-K Entered a material agreement; New debt or obligation; Regulation FD disclosure6
- Nov 14, 20258-K Regulation FD disclosure7
- Sep 17, 20248-K Entered a material agreement8
- Sep 11, 20248-K Other events9
- Jan 5, 20238-K Entered a material agreement; New debt or obligation; Regulation FD disclosure10
- Jan 5, 20228-K Entered a material agreement; New debt or obligation; Regulation FD disclosure11
- Dec 3, 20218-K Other events12
Filings
28 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 8 major events. The latest 20:
- Jul 31, 202610-Q EDGAR
- May 11, 20268-K EDGAR
- May 1, 202610-Q EDGAR
- Apr 1, 20268-K EDGAR
- Feb 6, 202610-K EDGAR
- Nov 14, 20258-K EDGAR
- Oct 31, 202510-Q EDGAR
- Aug 1, 202510-Q EDGAR
- May 2, 202510-Q EDGAR
- Feb 12, 202510-K EDGAR
- Nov 1, 202410-Q EDGAR
- Sep 17, 20248-K EDGAR
- Sep 11, 20248-K EDGAR
- Aug 2, 202410-Q EDGAR
- May 3, 202410-Q EDGAR
- Feb 14, 202410-K EDGAR
- Oct 27, 202310-Q EDGAR
- Jul 28, 202310-Q EDGAR
- Apr 28, 202310-Q EDGAR
- Feb 10, 202310-K EDGAR
The 28 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
SEC filer profile
How American Assets Trust, L.P. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARAmerican Assets Trust, L.P.1
- CIK0001509570
- Employer ID (EIN)27-33387084
- Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company4
- Incorporated inMaryland4
- Fiscal year endsDecember 311
- Industry code (SIC)6798 Real Estate Investment Trusts1
- SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
- Business address11455 El Camino Real, Suite 200, San Diego, CA 921301
- Phone(858) 350-26001
- Shares outstanding61,404,213 as of Jul 31, 202613
- Public float$1.0B as of Jun 30, 20254
- AuditorErnst & Young LLP, San Diego, California PCAOB ID 42; it also attests to the company’s internal control over financial reporting4
- On EDGAR sinceFeb 1, 20111
- Filings99 in all: 8-K (36), 10-Q (35), 10-K (11), 424B2 (4), S-3ASR (4), UPLOAD (3), 8-K/A (2), D (2)1
All 9 form types
FWP (2)
- Latest filingsAnnual report (10-K) Feb 6, 2026
Quarterly report (10-Q) Jul 31, 2026
Latest 8-K (8-K) May 11, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Common Stock, $.01 par value per share | AAT | New York Stock Exchange |
From the cover page of the 10-K filed Feb 6, 2026 (Section 12(b) of the Exchange Act).4
Risk factors and legal proceedings
The risks American Assets Trust, L.P. names in Item 1A of its 10-K filed Feb 6, 2026: 73 risks under these headings, as written.4
- Risks Related to Our Business and Operations
- Our portfolio of properties is dependent upon regional and local economic conditions and is geographically concentrated in California, Washington, Oregon, Texas and Hawaii, which may cause us to be more susceptible to adverse developments in those markets than if we owned a more geographically diverse portfolio.
- We may be adversely affected by trends in office real estate.
- We have a substantial amount of indebtedness, which may expose us to the risk of default under our debt obligations.
- We depend on significant tenants in our office properties, and a bankruptcy, insolvency or inability to pay rent of any of these tenants may adversely affect the income produced by our office properties and could have an adverse effect on our financial condition, results of operations, cash flow and the per share trading price of our common stock.
- Our retail shopping center properties depend on anchor stores or major tenants to attract shoppers and could be adversely affected by the loss of, or a store closure by, one or more of these tenants.
- Many of the leases at our retail properties contain “co-tenancy” or “go-dark” provisions, which, if triggered, may allow tenants to pay reduced rent, cease operations or terminate their leases, any of which could adversely affect our performance or the value of the applicable retail property.
- We may be unable to identify and complete acquisitions of properties that meet our criteria, which may impede our growth.
- We face significant competition for acquisitions of real properties, which may reduce the number of acquisition opportunities available to us and increase the costs of these acquisitions.
- We may be unable to renew leases, lease vacant space or re-let space as leases expire, thereby increasing or prolonging vacancies, which could adversely affect our financial condition, results of operations, cash flow and per share trading price of our common stock.
- Our ability to grow will be limited if we cannot obtain additional capital.
- High mortgage rates and/or unavailability of mortgage debt may make it difficult for us to finance or refinance properties, which could reduce the number of properties we can acquire, our net income and the amount of cash distributions we can make.
The other 62 risks
- Mortgage debt obligations expose us to the possibility of foreclosure, which could result in the loss of our investment in a property or group of properties subject to mortgage debt.
- Our future acquisitions may not yield the returns we expect, and we may otherwise be unable to operate these properties to meet our financial expectations, which could adversely affect our financial condition, results of operations, cash flow and per share trading price of our common stock.
- We may not be able to control our operating costs or our expenses may remain constant or increase, even if our revenues do not increase, causing our results of operations to be adversely affected.
- Some of our financing arrangements involve balloon payment obligations, which may adversely affect our ability to make distributions.
- Failure to hedge effectively against interest rate changes may adversely affect our financial condition, results of operations, cash flow and per share trading price of our common stock.
- Our third amended and restated credit facility, note purchase agreements and amended and restated term loan agreement restrict our ability to engage in some business activities, including our ability to incur additional indebtedness, make capital expenditures and make certain investments, which could adversely affect our financial condition, results of operations, cash flow and per share trading price of our common stock.
- The effective subordination of our unsecured indebtedness may reduce amounts available for payment on our unsecured indebtedness.
- If we invest in mortgage receivables, including originating mortgages, such investment would be subject to several risks, any of which could decrease the value of such investments and result in a significant loss to us.
- Adverse economic and geopolitical conditions and dislocations in the credit markets could have a material adverse effect on our financial condition, results of operations, cash flow and per share trading price of our common stock.
- Changes in Trade Policies, Including the Imposition of Tariffs, Could Adversely Affect Our Tenants, Ability to Lease Space, Development Activities, and Operating Costs
- A Prolonged Federal Government Shutdown Could Adversely Affect Some of Our Tenants
- We are subject to risks that affect the general retail environment, such as weakness in the economy, the level of consumer spending, the adverse financial condition of large retailing companies and competition from discount and internet retailers, any of which could adversely affect market rents for retail space and the willingness or ability of retailers to lease space in our shopping centers.
- We face significant competition in the leasing market, which may decrease or prevent increases of the occupancy and rental rates of our properties.
- We may be required to make rent or other concessions and/or significant capital expenditures to improve our properties in order to retain and attract tenants, causing our financial condition, results of operations, cash flow and per share trading price of our common stock to be adversely affected.
- The actual rents we receive for the properties in our portfolio may be less than our asking rents, and we may experience lease roll down from time to time, which could negatively impact our ability to generate cash flow growth.
- We may acquire properties or portfolios of properties through tax deferred contribution transactions, which could result in stockholder dilution and limit our ability to sell or refinance such assets.
- We are subject to the business, financial and operating risks inherent to the hospitality and tourism industries, including competition for guests with other hospitality properties and general and local economic conditions that may affect demand for travel in general, any of which could adversely affect the revenues generated by our hospitality or other properties.
- We must rely on third-party management companies to operate the Waikiki Beach Walk-Embassy Suites™ in order to maintain our qualification as a REIT under the Code, and, as a result, we will have less control than if we were operating the hotel directly.
- If our relationship with the franchisor of the Waikiki Beach Walk-Embassy Suites™ was to deteriorate or terminate, it could have a material adverse effect on our business, financial condition, results of operations and our ability to make distributions to American Assets Trust, Inc.'s stockholders or American Assets Trust, L.P.'s unitholders.
- Our franchisor, Embassy Suites™, could cause us to expend additional funds on upgraded operating standards, which may adversely affect our results of operations and reduce cash available for distribution to stockholders and unitholders.
- Embassy Suites™, our franchisor, has a right of first offer with respect to the Waikiki Beach Walk-Embassy Suites™, which may limit our ability to obtain the highest price possible for the hotel.
- Our real estate development activities are subject to risks particular to development, such as unanticipated expenses, delays and other contingencies, any of which could adversely affect our financial condition, results of operations, cash flow and the per share trading price of our common stock.
- Our success depends on key personnel whose continued service is not guaranteed, and the loss of one or more of our key personnel could adversely affect our ability to manage our business and to implement our growth strategies, or could create a negative perception in the capital markets.
- We may be subject to on-going or future litigation and otherwise in the ordinary course of business, which could have a material adverse effect on our financial condition, results of operations, cash flow and per share trading price of our common stock.
- Potential losses from earthquakes, fires, floods or other natural disasters may not be fully covered by insurance.
- We may be adversely affected by laws, regulations or other issues related to climate change.
- Climate change may adversely impact our properties directly, and may lead to additional compliance obligations and costs as well as additional taxes and fees.
- Geographic concentration of our properties makes our business more vulnerable to natural disasters, severe weather conditions and climate change.
- We may not be able to rebuild our existing properties to their existing specifications if we experience a substantial or comprehensive loss of such properties.
- Joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on co-venturers' financial condition and disputes between us and our co-venturers.
- Increased competition and increased affordability of residential homes could limit our ability to retain our residents, lease apartment homes or increase or maintain rents at our multifamily apartment communities.
- Our growth depends on external sources of capital that are outside of our control and may not be available to us on commercially reasonable terms or at all, which could limit our ability, among other things, to meet our capital and operating needs or make the cash distributions to American Assets Trust, Inc.'s stockholders necessary to maintain our qualification as a REIT.
- We rely on information technology in our operations, and are subject to laws and regulations concerning data privacy and security. Any breach, interruption or security failure of that technology or any failure to comply with applicable laws could have a negative impact on our business, operations and/or financial condition.
- We use AI Technologies in our business, and the use of these technologies involve technological and legal risks
- Risks Related to the Real Estate Industry
- Our performance and value are subject to risks associated with real estate assets and the real estate industry, including local oversupply, reduction in demand or adverse changes in financial conditions of buyers, sellers and tenants of properties, which could decrease revenues or increase costs, which would adversely affect our financial condition, results of operations, cash flow and the per share trading price of our common stock.
- Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of our properties and harm our financial condition.
- Our property taxes could increase due to property tax rate changes or reassessment, which would adversely impact our cash flows.
- As an owner of real estate, we could incur significant costs and liabilities related to environmental matters.
- Our properties may contain or develop harmful mold or suffer from other air quality issues, which could lead to liability for adverse health effects and costs of remediation.
- We may incur significant costs complying with various federal, state and local laws, regulations and covenants that are applicable to our properties.
- Risks Related to Our Organizational Structure
- Ernest S. Rady and his affiliates, directly or indirectly, own a substantial beneficial interest in our company on a fully diluted basis and have the ability to exercise significant influence on our company and our Operating Partnership, including the approval of significant corporate transactions.
- Conflicts of interest may exist or could arise in the future between the interests of our stockholders and the interests of holders of units in our Operating Partnership, which may impede business decisions that could benefit our stockholders.
- Our charter and bylaws, the partnership agreement of our Operating Partnership and Maryland law contain provisions that may delay, defer or prevent a change of control transaction that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interest.
- We could increase the number of authorized shares of stock, classify and reclassify unissued stock and issue stock without stockholder approval.
- Certain provisions of Maryland law could inhibit changes in control, which may discourage third parties from conducting a tender offer or seeking other change of control transactions that could involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interest.
- Certain provisions in the partnership agreement of our Operating Partnership may delay or prevent unsolicited acquisitions of us.
- Our board of directors may change our investment and financing policies without stockholder approval and we may become more highly leveraged, which may increase our risk of default under our debt obligations.
- Our rights and the rights of our stockholders to take action against our directors and officers are limited.
- We are a holding company with no direct operations and, as such, we will rely on funds received from our Operating Partnership to pay liabilities, and the interests of our stockholders will be structurally subordinated to all liabilities and obligations of our Operating Partnership and its subsidiaries.
- Our Operating Partnership may issue additional partnership units to third parties without the consent of our stockholders, which would reduce our ownership percentage in our Operating Partnership and would have a dilutive effect on the amount of distributions made to us by our Operating Partnership and, therefore, the amount of distributions we can make to American Assets Trust, Inc.'s stockholders or American Assets Trust, L.P.'s unitholders.
- Our operating structure subjects us to the risk of increased hotel operating expenses.
- Future sales of common stock or common units by our directors and officers, or their pledgees, as a result of margin calls or foreclosures could adversely affect the price of our common stock and could, in the future, result in a loss of control of our company.
- Risks Related to Our Status as a REIT
- Failure to maintain our qualification as a REIT would have significant adverse consequences to us and the value of our common stock.
- If our Operating Partnership failed to qualify as a partnership for federal income tax purposes, we would cease to qualify as a REIT and suffer other adverse consequences.
- The asset tests applicable to REITs limit our ability to own taxable REIT subsidiaries, and we will be required to pay a 100% penalty tax on certain income or deductions if our transactions with our taxable REIT subsidiaries are not conducted on arm's length terms.
- To maintain our REIT status, we may be forced to borrow funds during unfavorable market conditions, and the unavailability of such capital on favorable terms at the desired times, or at all, may cause us to curtail our investment activities and/or to dispose of assets at inopportune times, which could adversely affect our financial condition, results of operations, cash flow and per share trading price of our common stock.
- We may in the future choose to make dividends payable partly in our common stock, in which case you may be required to pay tax in excess of the cash you receive.
- Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.
- The tax imposed on REITs engaging in “prohibited transactions” may limit our ability to engage in transactions which would be treated as sales for federal income tax purposes.
- Complying with REIT requirements may affect our profitability and may force us to liquidate or forgo otherwise attractive investments.
- Legislative or other actions affecting REITs could have a negative effect on our investors or us, including our ability to maintain our qualification as a REIT or the federal income tax consequences of such qualification.
- Pandemics and related governmental or business restrictions could adversely impact our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations and to pay dividends and distributions to security holders.
Legal proceedings
We are not currently a party, as plaintiff or defendant, to any legal proceedings that we believe to be material or which, individually or in the aggregate, would be expected to have a material effect on our business, financial condition or results of operation if determined adversely to us. We may be subject to ongoing litigation and we expect to otherwise be party from time to time to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our business.
The opening of Item 3, Legal Proceedings.4
Sources
The numbers on this page point here. Each one links to the record it came from.
- 1
- 2
- 3
- 4
- 5
- 6
- 7SEC EDGARRegulation FD disclosure
- 8SEC EDGAREntered a material agreement
- 9SEC EDGAROther events
- 10
- 11
- 12SEC EDGAROther events
- 13