Alexandria Real Estate Equities, Inc.: Form 10-K for the period ended Dec 31, 2024

Overview

We are a Maryland corporation formed in October 1994 that has elected to be taxed as a REIT for federal income tax

purposes. Alexandria Real Estate Equities, Inc. (NYSE: ARE), an S&P 500® company, is a best-in-class, mission-driven life science

REIT making a positive and lasting impact on the world. With our founding in 1994, Alexandria pioneered the life science real estate

niche. Alexandria is the preeminent and longest-tenured owner, operator, and developer of collaborative Megacampus™ ecosystems

in AAA life science innovation cluster locations, including Greater Boston, the San Francisco Bay Area, San Diego, Seattle,

Maryland, Research Triangle, and New York City. As of December 31, 2024, Alexandria has a total market capitalization of

$29.0 billion and an asset base in North America that includes 39.8 million RSF of operating properties and 4.4 million RSF of Class

A/A+ properties undergoing construction.

We develop dynamic Megacampus ecosystems that enable and inspire the world’s most brilliant minds and innovative

companies to create life-changing scientific and technological innovations. We believe in the utmost professionalism, humility, and

teamwork. Our tenants include multinational pharmaceutical companies; public and private biotechnology companies; life science

product, service, and medical device companies; digital health, technology, and agtech companies; academic and medical research

institutions; U.S. government research agencies; non-profit organizations; and venture capital firms. Alexandria has a longstanding

and proven track record of developing Class A/A+ properties clustered in highly dynamic and collaborative Megacampus

environments that enhance our tenants’ ability to successfully recruit and retain world-class talent and inspire productivity, efficiency,

creativity, and success. Alexandria also provides strategic capital to transformative life science companies through our venture

capital platform. We believe our unique business model and diligent underwriting ensure a high-quality and diverse tenant base that

results in higher occupancy levels, longer lease terms, higher rental income, higher returns, and greater long-term asset value.

As of December 31, 2024, we had 391 properties in North America consisting of approximately 44.1 million RSF of

operating properties and new Class A/A+ development and redevelopment properties under construction, including 67 operating

properties and development projects that are held by consolidated real estate joint ventures and four properties that are held by

unconsolidated real estate joint ventures. The occupancy percentage of our operating properties in North America was 94.6% as of

December 31, 2024. The 10-year average occupancy percentage of our operating properties as of December 31, 2024 was 96%.

Investment-grade or publicly traded large cap tenants represented 52% of our total annual rental revenue in effect as of

December 31, 2024. Additional information regarding our consolidated and unconsolidated real estate joint ventures is included in

“Item 7. Management’s discussion and analysis of financial condition and results of operations” in this annual report on Form 10-K.

For information regarding risk factors that may affect us, refer to “Item 1A. Risk factors” and “Item 7. Management’s discussion and

analysis of financial condition and results of operations” in this annual report on Form 10-K.

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Business objective and strategies

A key element of our business strategy is our unique focus on Class A/A+ properties primarily located in collaborative

Megacampus™ ecosystems in AAA life science innovation clusters. Our Megacampus ecosystems are designed for optionality and

scalability, offering our tenants a clear path to address their growth requirements, including through our future developments and

redevelopments. Strategically located near top academic and medical research institutions and equipped with curated amenities and

services, and convenient access to transit, our Megacampus ecosystems are designed to support our tenants in attracting and retaining

top talent, which we believe is a key driver of tenant demand for our properties. Our strategy also includes drawing upon our deep,

broad, and longstanding real estate and life science industry relationships in order to retain tenants, identify and attract new and leading

tenants, and source additional real estate.

Our tenant base is broad and diverse within the life science industry. For a more detailed description of our properties and

tenants, refer to “Item 2. Properties” in this annual report on Form 10-K. We have an experienced Board of Directors (the “Board”) and

are led by an executive and senior management team with extensive experience in the real estate and life science industries.

Acquisitions

We seek to identify and acquire high-quality properties in our cluster markets. Critical evaluation of prospective property

acquisitions is an essential component of our acquisition strategy. When evaluating acquisition opportunities, we assess a full range of

matters relating to the prospective property or properties, including:

• Proximity to centers of innovation and technological advances;
• Location of the property and our strategy in the relevant market, including our Megacampus strategy;
• Quality of existing and prospective tenants;
• Condition and capacity of the building infrastructure;
• Physical condition of the structure and common area improvements;
• Quality and generic characteristics of the improvements;
• Opportunities available for leasing vacant space and for re-tenanting or renewing occupied space;
• Availability of and/or ability to add appropriate tenant amenities;
• Availability of land for future ground-up development of new space;
• Opportunities to generate higher rent through redevelopment of existing space;
• The property’s unlevered yields;
• Potential impacts of climate change and extreme weather conditions; and
• Our ability to increase the property’s long-term financial returns.

Development, redevelopment, and pre-construction

A key component of our business model is our disciplined allocation of capital to the development and redevelopment of new

Class A/A+ properties, as well as property enhancements identified during the underwriting of certain acquired properties. These efforts

are primarily concentrated in collaborative Megacampus ecosystems within AAA life science innovation clusters, as well as other

strategic locations that support innovation and growth. These projects are generally focused on providing high-quality, generic, and

reusable spaces that meet the real estate requirements of a wide range of tenants. Upon completion, each development or

redevelopment project is expected to generate increases in rental income, net operating income, and cash flows. Our development and

redevelopment projects are generally in locations that are highly desirable to high-quality entities, which we believe results in higher

occupancy levels, longer lease terms, higher rental income, higher returns, and greater long-term asset value.

Development projects generally consist of the ground-up development of generic and reusable laboratory facilities.

Redevelopment projects consist of the permanent change in use of acquired office, warehouse, or shell space into laboratory space.

We generally will not commence new development projects for aboveground construction of new Class A/A+ laboratory space without

first securing significant pre-leasing for such space, except when there is solid market demand for high-quality Class A/A+ properties.

Priority anticipated projects are those most likely to commence future ground-up development or first-time conversion from

non-laboratory space to laboratory space prior to our other future projects, pending market conditions and leasing negotiations.

Pre-construction activities include entitlements, permitting, design, site work, and other activities preceding commencement of

construction of aboveground building improvements. The advancement of pre-construction efforts is focused on reducing the time

required to deliver projects to prospective tenants. These critical activities add significant value for future ground-up development and

are required for the vertical construction of buildings. Ultimately, these projects will provide high-quality facilities and are expected to

generate significant revenue and cash flows.

Another key component of our business model is our redevelopment of acquired office, warehouse, or shell space into high-

quality, generic, and reusable laboratory space that can be leased at higher rental rates. Our redevelopment strategy generally includes

significant pre-leasing of projects prior to the commencement of redevelopment.

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Non-real estate investments

We hold investments in publicly traded companies and privately held entities primarily involved in the life science industry. We

invest primarily in highly innovative entities whose focus on the development of therapies and products that advance human health and

transform patients’ lives is aligned with Alexandria’s purpose of making a positive and meaningful impact on the health, safety, and well-

being of the global community. Our status as a REIT limits our ability to make such non-real estate investments. Therefore, we conduct,

and will continue to conduct, our non-real estate investment activities in a manner that complies with REIT requirements.

Balance sheet and financial strategy

We seek to maximize balance sheet liquidity and flexibility, cash flows, and cash available for distribution to our stockholders

through the ownership, operation, management, and selective acquisition, development, and redevelopment of new Class A/A+

properties primarily located in collaborative Megacampus ecosystems in AAA life science innovation clusters, as well as the prudent

management of our balance sheet. In particular, we seek to maximize balance sheet liquidity and flexibility, cash flows, and cash

available for distribution to our stockholders by:

• Maintaining access to diverse sources of capital, which include, among others, net cash flows from operating activities

after dividends, incremental leverage-neutral debt supported by growth in EBITDA, strategic value harvesting and asset

recycling through real estate dispositions and sales of partial interests, non-real estate investment sales, sales of equity,

and joint venture capital;

• Maintaining significant liquidity through borrowing capacity under our unsecured senior line of credit and commercial

paper program, secured construction loans, marketable securities, issuances of forward equity contracts from time to time,

and cash, cash equivalents, and restricted cash;

• Continuing to improve our credit profile;
• Minimizing the amount of debt maturing in a single year;
• Maintaining commitment to long-term capital to fund growth;
• Maintaining low to modest leverage;
• Minimizing variable interest rate risk;
• Generating high-quality, strong, and increasing operating cash flows;
• Selectively selling real estate assets, including land parcels, non-core operating assets, and sales of partial interests, and

reinvesting the proceeds into our highly leased value-creation development and redevelopment projects;

• Allocating capital to Class A/A+ properties located in collaborative Megacampus™ ecosystems in AAA life science

innovation clusters;

• Maintaining geographic diversity in intellectual centers of innovation;
• Selectively acquiring high-quality life science space in our target innovation cluster submarkets at prices that enable us to

realize attractive returns;

• Selectively developing properties in our target innovation cluster submarkets;
• Selectively redeveloping acquired office, warehouse, or shell space, or newly acquired properties, into high-quality,

generic, and reusable laboratory space that can be leased at higher rental rates in our target innovation cluster

submarkets;

• Renewing existing tenant space at higher rental rates to the extent possible;
• Minimizing tenant improvement costs;
• Improving investment returns through the leasing of vacant space and the replacing of existing tenants with new tenants

at higher rental rates;

• Executing leases with high-quality tenants and proactively monitoring tenant health;
• Maintaining solid occupancy while attaining high rental rates;
• Realizing contractual rental rate escalations; and
• Implementing effective cost control measures, including negotiating pass-through provisions in tenant leases for operating

expenses and certain capital expenditures.

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Competition

In general, other laboratory and technology properties are located in close proximity to our properties. The amount of rentable

space available in any market could have a material effect on our ability to rent space and on the rental rates we can attain for our

properties. In addition, we compete for investment opportunities with other REITs, insurance companies, pension and investment funds,

private equity entities, partnerships, developers, investment companies, owners/occupants, and foreign investors. Many of these

entities have substantially greater financial resources than we do and may be able to invest more than we can or accept more risk than

we are willing to accept. These entities may be less sensitive to risks with respect to the creditworthiness of a tenant or the overall

expected returns from real estate investments. In addition, as a result of their financial resources, our competitors may offer more free

rent concessions, lower rental rates, or higher tenant improvement allowances in order to attract tenants. These leasing incentives

could hinder our ability to maintain or raise rents and attract or retain tenants. Competition may also reduce the number of suitable

investment opportunities available to us or may increase the bargaining power of property owners seeking to sell. Competition in

acquiring existing properties and land, both from institutional capital sources and from other REITs, has been very strong over the past

several years; however, we believe we have differentiated ourselves from our competitors. With our founding in 1994, Alexandria

pioneered the life science real estate niche. Today, we are the preeminent and longest-tenured owner, operator, and developer of

collaborative Megacampus ecosystems in AAA life science innovation cluster locations. We continue to maintain and cultivate many of

the most important and strategic relationships in the life science industry.

Segment information

As of December 31, 2024, our operating segments consist of the following geographic markets: Greater Boston, San

Francisco Bay Area, San Diego, Seattle, Maryland, Research Triangle, New York City, Texas, and Canada. Refer to Note 18 –

“Segment information” to our consolidated financial statements in Item 15 in this annual report on Form 10-K for additional information.

Regulation

General

Properties in our markets are subject to various laws, ordinances, and regulations, including regulations relating to common

areas. We believe we have the necessary permits and approvals to operate each of our properties.

Americans with Disabilities Act

Our properties must comply with Title III of the Americans with Disabilities Act of 1990 (“ADA”) to the extent that such

properties are “public accommodations” as defined by the ADA. The ADA may require removal of structural barriers to permit access by

persons with disabilities in certain public areas of our properties where such removal is readily achievable. We believe that our

properties are in substantial compliance with the ADA and that we will not be required to incur substantial capital expenditures to

address the requirements of the ADA. However, noncompliance with the ADA could result in the imposition of fines or an award of

damages to private litigants. The obligation to make readily achievable accommodations is an ongoing one, and we will continue to

assess our properties and make alterations as appropriate in this respect.

Environmental matters

Under various environmental protection laws, a current or previous owner or operator of real estate may be liable for

contamination resulting from the presence or discharge of hazardous or toxic substances at that property and may be required to

investigate and remediate contamination located on or emanating from that property. Such laws often impose liability without regard to

whether the owner or operator knew of, or was responsible for, the presence of the contaminants, and the liability may be joint and

several. Previous owners may have used some of our properties for industrial and other purposes, so those properties may contain

some level of environmental contamination. The presence of contamination or the failure to remediate contamination at our properties

may expose us to third-party liability or may materially adversely affect our ability to sell, lease, or develop the real estate or to borrow

capital using the real estate as collateral.

State regulations, such as California’s Connelly Act and Proposition 65, among others, require certain building owners and

operators to disclose information on the presence of asbestos or other harmful substances. Some of our properties may have asbestos-

containing building materials. Environmental laws require that asbestos-containing building materials be properly managed and

maintained and may impose fines and penalties on building owners or operators for failure to comply with these requirements. These

laws may also allow third parties to seek recovery from owners or operators for personal injury associated with exposure to asbestos-

containing building materials.

In addition, some of our tenants handle hazardous substances and wastes as part of their routine operations at our properties.

Environmental laws and regulations subject our tenants, and potentially us, to liability resulting from such activities. Environmental

liabilities could also affect a tenant’s ability to make rental payments to us. We require our tenants to comply with these environmental

laws and regulations and to indemnify us against any related liabilities.

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Independent environmental consultants have conducted Phase I or similar environmental site assessments on the properties

in our portfolio. Site assessments are intended to discover and evaluate information regarding the environmental condition of the

surveyed property and surrounding properties and do not generally include soil samplings, subsurface investigations, or an asbestos

survey. To date, these assessments have not revealed any material environmental liability that we believe would have a material

adverse effect on our business, assets, or results of operations, and ongoing expenditures to comply with existing environmental

regulations are not expected to be material. Nevertheless, it is possible that the assessments on our properties have not revealed all

environmental conditions, liabilities, or compliance concerns that may have arisen after the review was completed or may arise in the

future; and future laws, ordinances, or regulations may also impose additional material environmental liabilities.

Insurance

With respect to our properties, we carry commercial general liability insurance, and all-risk property insurance, including

business interruption and loss of rental income coverage. We select policy specifications and insured limits that we believe to be

appropriate given the relative risk of loss and the cost of the coverage. In addition, we have obtained earthquake insurance for certain

properties located in the vicinity of known active earthquake zones in an amount and with deductibles we believe are commercially

reasonable. We also carry environmental insurance and title insurance policies on our properties. We generally obtain title insurance

policies when we acquire a property, with each policy covering an amount equal to the initial purchase price of each property.

Accordingly, any of our title insurance policies may be in an amount less than the current value of the related property. Additional

information about risk factors that may affect us is included in “Item 1A. Risk factors” in this annual report on Form 10-K.

Available information

Copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, including any

amendments to the foregoing reports, are available, free of charge, through our corporate website at www.are.com (http://www.are.com) as soon as is

reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The current charters of our Board of

Directors’ Audit, Compensation, and Nominating & Governance Committees, along with our Corporate Governance Guidelines and

Business Integrity Policy and Procedures for Reporting Non-Compliance (the “Business Integrity Policy”), are also available on our

corporate website. Additionally, any amendments to, and waivers of, our Business Integrity Policy that apply to our Chief Executive

Officer or our Chief Financial Officer will be available free of charge on our corporate website in accordance with applicable SEC and

NYSE requirements. Written requests should be sent to Alexandria Real Estate Equities, Inc., 26 North Euclid Avenue, Pasadena,

California 91101, Attention: Investor Relations. The public may also download these materials from the SEC’s website at www.sec.gov (http://www.sec.gov).

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Human capital

As of December 31, 2024, we had 552 employees. We place a significant focus on building loyalty and trusted relationships

with our employees. We have a Business Integrity Policy that applies to all of our employees, and its receipt and review by each

employee is documented and verified annually. To promote an exceptional corporate culture, Alexandria monitors employee satisfaction,

actively seeks employee feedback, and enhances our employee benefit offerings. We conduct annual performance reviews with our

employees, administer formal employee surveys, and our talent management team holds regular meetings with employees to gather

insights and drive ongoing improvements to the overall employee experience.

We recognize that the fundamental strength of Alexandria is driven by the contributions of each and every team member and

that our future growth relies on their continued success. We make substantial effort to hire, develop, and retain talented employees, and

we have an exceptional track record of promoting highly qualified candidates from within the Company. Our executive and senior

management teams, represented by 62 individuals at senior vice president level and above, have an average of 24 years of real estate

experience, including 13 years with Alexandria. Moreover, our executive management team alone averages 19 years of experience with

the Company. Alexandria’s executive and senior management teams have unique experience and expertise in creating, owning, and

operating highly dynamic and collaborative Megacampus ecosystems in key life science cluster locations. These teams include regional

market directors with leading reputations and longstanding relationships within the life science community in their respective markets.

We believe that our expertise, experience, reputation, and key relationships in the real estate and life science industries provide

Alexandria with significant competitive advantages in attracting new business opportunities.

Our ability to retain talent further supports our business continuity and leadership stability. From 2020 to 2024, our voluntary

and total turnover rates averaged 4.0% and 8.5%, respectively, which are below the REIT industry averages of 11.0% and 15.0%,

respectively, as reported in the 2024 Nareit Compensation & Benefits Survey (data for 2023).

Offering robust benefits to support our employees’ health and overall success

We provide a robust benefits package intended to meet and exceed the needs of our employees and their families. Our

company-sponsored benefits cover 100% of insurance premiums for both employees and their dependents, and include a wide range of

offerings, such as a high-coverage, low-deductible preferred provider organization (“PPO”) medical plan, PPO dental and orthodontia

coverage, a vision plan, a comprehensive prescription drug program, infertility and family planning benefits, short-term and long-term

disability benefits, and life and accidental death and dismemberment coverage.

Investing in professional development and training

We provide meaningful opportunities for growth and development through a variety of learning opportunities, including

development programs that leverage social learning, instructor-led trainings, on-demand trainings and resources, and a highly utilized

mentoring program. Development programs and trainings cover topics such as leadership development, project management, business

writing, change management, interviewing, presentations, productivity, goal setting, delegation, communication, and feedback. Our

mentoring program enables employees to partner with senior leaders throughout the organization for support and career guidance.

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Overview

The following risk factors may adversely affect our overall business, financial condition, results of operations, and cash flows;

our ability to make distributions to our stockholders; our access to capital; or the market price of our common stock, as further described

in each risk factor below. In addition to the information set forth in this annual report on Form 10-K, one should carefully review and

consider the information contained in our other reports and periodic filings that we make with the SEC. Those risk factors could

materially affect our overall business, financial condition, results of operations, and cash flows; our ability to make distributions to our

stockholders; our access to capital; or the market price of our common stock. The risks that we describe in our public filings are not the

only risks that we face. Additional risks and uncertainties not presently known to us, or that we currently consider immaterial, also may

materially adversely affect our business, financial condition, and results of operations. Additional information regarding forward-looking

statements is included in the beginning of Part I in this annual report on Form 10-K.

Risk factors summary

An investment in our securities involves various risks. Such risks, including those set forth in the summary of material risks in

this Item 1A, should be carefully considered before purchasing our securities.

Risks related to operating factors

• We may be unable to identify and complete acquisitions, investments, or development or redevelopment projects or to

successfully and profitably operate properties.

• We could default on our ground leases or be unable to renew or re-lease our land or space on favorable terms or at all.

Our tenants may also be unable to pay us rent.

• The cost of maintaining and improving the quality of our properties may be higher than anticipated, and we may be unable

to pass any increased operating costs through to our tenants, which can result in reduced cash flows and profitability.

• We could be held liable for environmental damages resulting from our tenants’ use of hazardous materials, or from

harmful mold, poor air quality, or other defects from our properties, or we could face increased costs in complying with

other environmental laws.

• The loss of services of any of our senior officers or key employees and increased competition for skilled personnel could

adversely affect us and/or increase our labor costs.

• We rely on a limited number of vendors to provide utilities and other services at our properties, and disruption in such

services may have an adverse effect on our operations and financial condition.

• Our insurance policies may not adequately cover all of our potential losses, or we may incur costs due to the financial

condition of our insurance carriers.

• We may change business policies without stockholder approval.
• Failure to maintain effective internal control over financial reporting could have a material adverse effect on our business.
• If we failed to qualify as a REIT, we would be taxed at corporate rates and would not be able to take certain deductions

when computing our taxable income.

• We may not be able to raise sufficient capital to fund our operations due to adverse changes in our credit ratings, our

inability to refinance our existing debt or issue new debt, or our inability to sell existing real estate and non-real estate

assets timely or at optimal prices.

• We may invest or spend the net proceeds from our equity or debt offerings in ways with which our investors may not agree

and in ways that may not earn a profit.

• Our debt service obligations may restrict our ability to engage in some business activities or cause other adverse effects

on our business.

• We face risks and liabilities associated with our investments (including those in connection with short-term liquid

investments) and the companies in which we invest (including properties owned through partnerships, limited liability

companies, and joint ventures, as well as through our non-real estate venture investment portfolio), which expose us to

risks similar to those of our tenant base and additional risks inherent in venture capital investing. We may be limited in our

ability to diversify our investments.

Risks related to market and industry factors

• There are limits on ownership of our stock under which a stockholder may lose beneficial ownership of its shares, as well

as certain provisions of our charter and bylaws that may delay or prevent transactions that otherwise may be desirable to

our stockholders.

• Possible future sales of shares of our common stock could adversely affect its market price.
• We are dependent on the health of the life science industry, and changes within this industry, increased competition, or the

inability of our tenants and non-real estate equity investments within this industry to obtain funding for research,

development, and other operations may adversely impact their ability to make rental payments to us or adversely impact

their value.

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• Market disruption and volatility, poor economic conditions in the capital markets and global economy, including in

connection with a widespread pandemic or outbreak of a highly infectious or contagious disease, and tight labor markets

could adversely affect the value of the companies in which we hold equity investments or the ability of tenants and the

companies in which we invest to continue operations, raise additional capital, or access capital from venture capital

investors or financial institutions on favorable terms or at all.

Risks related to government and global factors

• Actions, policy, or key leadership changes in government agencies, or changes to laws or regulations, including those

related to tax, accounting, debt, derivatives, government spending, or funding (including those related to the FDA, the

National Institutes of Health (the “NIH”), the SEC, and other agencies), and drug and healthcare pricing, costs, and

programs could have a significant negative impact on the overall economy, our tenants and companies in which we invest,

and our business.

• Partial or complete government shutdown resulting in temporary closures of agencies could adversely affect our tenants

(some of which are also government agencies) and the companies in which we invest, including delays in the

commercialization of such companies’ products, decreased funding of research and development, or delays surrounding

approval of budget proposals.

• The outbreak of any highly infectious or contagious disease could adversely impact our financial condition and results of

operations, and/or that of our tenants and non-real estate investments.

Risks related to general and other factors

• Social, political, and economic instability, unrest, significant changes, and other circumstances beyond our control,

including circumstances related to changes in the U.S. political landscape, could adversely affect our business operations.

• Seasonal weather conditions, climate change and severe weather, changes in the availability of transportation or labor,

and other related factors may affect our ability to conduct business, the products and services of our tenants, or the

availability of such products and services of our tenants and the companies in which we invest.

• We may be unable to meet our sustainability goals.
• Changes in privacy and information security laws, regulations, policies, and contractual obligations related to data privacy

and security, or our failure to comply with such requirements, could subject us to fines or penalties or increase our cost of

doing business, compliance risks, and potential liability and otherwise adversely affect our business or results of

operations.

• System failures or security incidents through cyberattacks, intrusions, or other methods could disrupt our information

technology networks, enterprise applications, and related systems, cause a loss of assets or data, give rise to remediation

or other expenses, expose us to liability under federal and state laws, and subject us to litigation and investigations, which

could result in substantial reputational damage and adversely affect our business and financial condition.

• The enactment of legislation, including the Inflation Reduction Act of 2022, may adversely impact our financial condition

and results of operations.

We attempt to mitigate the foregoing risks. However, if we are unable to effectively manage the impact of these and other risks,

our ability to meet our investment objectives may be substantially impaired and any of the foregoing risks could materially adversely

affect our financial condition, results of operations, and cash flows, our ability to make distributions to our stockholders, or the market

price of our common stock.

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Operating factors

We may be unable to identify and complete acquisitions and successfully operate acquired properties.

We continually evaluate the market of available properties and may acquire properties when opportunities exist. Our ability to

acquire properties on favorable terms and successfully operate them may be exposed to significant risks, including, but not limited to,

the following:

• We may be unable to acquire a desired property because of competition from other real estate investors with significant

capital, including both publicly traded REITs and institutional funds.

• Even if we are able to acquire a desired property, competition from other potential acquirers may significantly increase the

purchase price or result in other less favorable terms.

• Even if we enter into agreements for the acquisition of properties, these agreements are subject to customary conditions

to closing, including completion of due diligence investigations to our satisfaction.

• We may be unable to complete an acquisition because we cannot obtain debt and/or equity financing on favorable terms

or at all.

• We may spend more than budgeted amounts to make necessary improvements or renovations to acquired properties.
• We may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of operating properties or

portfolios of properties, into our existing operations.

• Acquired properties may be subject to tax reassessment, which may result in higher-than-expected property tax

payments.

• Market conditions may result in higher-than-expected vacancy rates and lower-than-expected rental rates.
• We may acquire properties subject to liabilities and without any recourse, or with only limited recourse, with respect to

unknown liabilities, such as liabilities for the remediation of undisclosed environmental contamination; claims by tenants,

vendors, or other persons dealing with the former owners of the properties; and claims for indemnification by general

partners, directors, officers, and others indemnified by the former owners of the properties.

The realization of any of the above risks could significantly and adversely affect our ability to meet our financial expectations,

our financial condition, results of operations, and cash flows, our ability to make distributions to our stockholders, the market price of our

common stock, and our ability to satisfy our debt service obligations.

We may suffer economic harm as a result of making unsuccessful acquisitions in new markets.

We may pursue selective acquisitions of properties in markets where we have not previously owned properties. These

acquisitions may entail risks in addition to those we face in other acquisitions where we are familiar with the markets, such as the risk of

not correctly anticipating conditions or trends in a new market and therefore not being able to generate profit from the acquired property.

If this occurs, it could adversely affect our financial condition, results of operations, and cash flows, our ability to make distributions to

our stockholders, our ability to satisfy our debt service obligations, and the market price of our common stock.

The acquisition or development of new properties may give rise to difficulties in predicting revenue potential.

We may continue to acquire additional properties and/or land and may seek to develop our existing land holdings strategically

as warranted by market conditions. These acquisitions and developments could fail to perform in accordance with expectations. If we

fail to accurately estimate occupancy levels, rental rates, lease commencement dates, operating costs, or costs of improvements to

bring an acquired property or a development property up to the standards established for our intended market position, the performance

of the property may be below expectations. Acquired properties may have characteristics or deficiencies affecting their valuation or

revenue potential that we have not yet discovered. We cannot assure our stockholders that the performance of properties acquired or

developed by us will increase or be maintained under our management.

We may fail to achieve the financial results expected from development or redevelopment projects.

There are significant risks associated with development and redevelopment projects, including, but not limited to, the following

possibilities:

• We may not complete development or redevelopment projects on schedule or within budgeted amounts.
• We may be unable to lease development or redevelopment projects on schedule or within projected amounts.
• We may encounter project delays or cancellations due to unavailability of necessary labor and construction materials.
• We may expend funds on, and devote management’s time to, development and redevelopment projects that we may not

complete.

• We may abandon development or redevelopment projects after we begin to explore them, and as a result, we may lose

deposits or fail to recover costs already incurred.

• Market and economic conditions may deteriorate, which can result in lower-than-expected rental rates.

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• We may face higher operating costs than we anticipated for development or redevelopment projects, including insurance

premiums, utilities, security, real estate taxes, and costs of complying with changes in government regulations or

increases in tariffs.

• We may face higher requirements for capital improvements than we anticipated for development or redevelopment

projects, particularly in older structures.

• We may be unable to proceed with development or redevelopment projects because we cannot obtain debt and/or equity

financing on favorable terms or at all.

• We may fail to retain tenants that have pre-leased our development or redevelopment projects if we do not complete the

construction of these properties in a timely manner or to the tenants’ specifications.

• Tenants that have pre-leased our development or redevelopment projects may file for bankruptcy or become insolvent, or

otherwise elect to terminate their lease prior to delivery, which may adversely affect the income produced by, and the

value of, our properties or require us to change the scope of the project, which may potentially result in higher construction

costs, significant project delays, or lower financial returns.

• We may encounter delays, refusals, unforeseen cost increases, and other impairments resulting from third-party litigation,

natural disasters, or severe weather conditions.

• We may encounter delays or refusals in obtaining all necessary zoning, land use, building, occupancy, and other required

government permits and authorizations.

• We may be unable to proceed with our development or redevelopment projects as anticipated due to changing zoning,

land use, building, occupancy, or other government codes or regulations.

• Development or redevelopment projects may have defects we do not discover through our inspection processes, including

latent defects that may not reveal themselves until many years after we put a property in service.

The realization of any of the above risks could significantly and adversely affect our ability to meet our financial expectations,

our financial condition, results of operations, and cash flows, our ability to make distributions to our stockholders, the market price of our

common stock, and our ability to satisfy our debt service obligations.

We may face increased risks and costs associated with volatility in commodity and labor prices or as a result of

supply chain or procurement disruptions, which may adversely affect the status of and returns on our construction projects.

The price of commodities and skilled labor for our construction projects may increase unpredictably due to external factors,

including, but not limited to, performance of third-party suppliers and contractors; overall market supply and demand; inflationary

pricing; government regulation; international trade; and changes in general business, economic, or political conditions. As a result, the

costs of raw construction materials and skilled labor required for the completion of our development and redevelopment projects may

fluctuate significantly from time to time.

We rely on a number of third-party suppliers and contractors to supply raw materials and skilled labor for our construction

projects. We believe we have favorable relationships with our suppliers and contractors. We have not encountered significant difficulty

collaborating with our suppliers and contractors and obtaining materials and skilled labor, nor experienced significant delays due to

disputes, work stoppages, or contractors’ misconduct or failure to perform. While we do not rely on any single supplier or vendor for the

majority of our materials and skilled labor, we may experience difficulties obtaining necessary materials from suppliers or vendors

whose supply chains might become impacted by economic or political changes, or difficulties obtaining adequate skilled labor from

third-party contractors in a tightening labor market. It is uncertain whether we would be able to source the essential commodities,

supplies, materials, and skilled labor timely or at all without incurring significant costs or delays, particularly during times of economic

uncertainty resulting from events outside of our control. We may be forced to purchase supplies and materials in larger quantities or in

advance of when we would typically purchase them. This may cause us to require use of capital sooner than anticipated. Alternatively,

we may also be forced to seek new third-party suppliers or contractors, whom we have not worked with in the past, and it is uncertain

whether these new suppliers will be able to adequately meet our materials or labor needs. Our dependence on unfamiliar supply chains

or relatively small supply partners may adversely affect the cost and timely completion of our construction projects. In addition, we may

be unable to compete with entities that may have more favorable relationships with their suppliers and contractors or greater access to

the required construction materials and skilled labor.

In addition, new climate change-related initiatives entered into by the U.S. government in collaboration with partner countries

through global climate agreements may impose stricter requirements for building materials, such as lumber, steel, and concrete, which

could significantly increase our construction costs if the manufacturers and suppliers of our materials are burdened with expensive cap-

and-trade or similar regulations or requirements, and the costs of which are passed onto customers like us. As a result of the factors

discussed above, we may be unable to complete our development or redevelopment projects timely and/or within our budget, which

may affect our ability to lease space to potential tenants and adversely affect our business, financial condition, and results of operations.

11

If we fail to identify and develop relationships with a sufficient number of qualified suppliers and contractors, the

quality and status of our construction projects may be adversely affected.

We believe we have favorable relationships with our existing suppliers and contractors, and we generally have not

encountered difficulty collaborating with and obtaining materials and skilled labor, nor experienced significant delays or increases in

overall project costs due to disputes, work stoppages, or contractors’ misconduct or failure to perform. However, it is possible we may

experience these events in the future, or our existing suppliers and contractors may encounter supply chain disruptions from time to

time that hinder their ability to supply necessary materials and labor to us. As a result, we may be forced to seek new resources for our

construction needs. We may become reliant on unfamiliar supply chains or relatively small supply partners, which may cause

uncertainty in the quality, cost, and timely completion of our construction projects.

Our ability to continue to identify and develop relationships with a sufficient network of qualified suppliers who can adequately

meet our construction timing and quality standards can be a significant challenge, particularly in the event of global supply chain

disruptions. If we fail to identify and develop relationships with a sufficient number of suppliers and contractors who can appropriately

address our construction needs, we may experience disruptions in our suppliers’ logistics or supply chain networks or information

technology systems, and other factors beyond our or our suppliers’ control. If we are unable to access materials and labor to complete

our construction projects within our expected budgets and meet our tenants’ demands and expectations in a timely and efficient

manner, our results of operations, cash flows, and reputation may be adversely impacted.

Our tenants may face increased risks and costs associated with volatility in commodity and labor prices or the prices

or availability of specialized materials or equipment, or as a result of supply chain or procurement disruptions of such items,

which may adversely affect their businesses or financial condition.

Our tenants are generally subject to the same generalized risks of commodity and labor price increases and supply chain or

procurement as we and many other companies are. A number of our tenants, however, are also involved in highly specialized research

or manufacturing activities that may require unique or custom chemical or biologic materials or sophisticated specialty equipment that is

not widely available and therefore may be particularly susceptible to supply chain disruption. In addition, these tenants may have

complex supply chains due to their specialized activities that are subject to stringent government regulations, which may further hinder

their access to necessary materials and equipment. While we are not aware of such issues materially affecting our tenants to date, it is

possible that these issues may affect our tenants adversely in the future.

We could default on leases for land on which some of our properties are located or held for future development.

If we default under the terms of a ground lease obligation, we may lose the ownership rights to the property subject to the

lease. Prior to the expiration of a ground lease and all of its options, we may not be able to renegotiate a new lease on favorable terms,

if at all. The loss of the ownership rights to these properties or an increase in rental expense could have a material adverse effect on our

financial condition, results of operations, and cash flows, and our ability to satisfy our debt service obligations and make distributions to

our stockholders, as well as the market price of our common stock. Refer to “Ground lease obligations” under “Item 7. Management’s

discussion and analysis of financial condition and results of operations” in this annual report on Form 10-K for additional information on

our ground lease obligations.

We may not be able to operate properties successfully and profitably.

Our success depends in large part upon our ability to operate our properties successfully. If we are unable to do so, our

business could be adversely affected. The ownership and operation of real estate is subject to many risks that may adversely affect our

business and our ability to make payments to our stockholders, including, but not limited to, the following risks:

• Our properties may not perform as we expect.
• We may have to lease space at rates below our expectations.
• We may not be able to obtain financing on acceptable terms.
• We may not be able to acquire or sell properties when desired or needed due to the illiquid nature of real estate assets.
• We may underestimate the cost of improvements required to maintain or improve space to meet standards established for

the market position intended for that property.

• We may not be able to complete improvements required to maintain or improve space due to unanticipated delays,

significant cost increases by our vendors, or cancellation of construction resulting from shortages in the supply of

necessary construction materials.

The realization of any of the above risks could significantly and adversely affect our ability to meet our financial expectations,

our financial condition, results of operations, and cash flows, our ability to make distributions to our stockholders, the market price of our

common stock, and our ability to satisfy our debt service obligations.

12

We may experience increased operating costs, which may reduce profitability to the extent that we are unable to pass

those costs through to our tenants.

Our properties are subject to increases in operating expenses, including insurance, property taxes, utilities, administrative

costs, and other costs associated with security, landscaping, and repairs and maintenance of our properties. As of December 31, 2024,

approximately 92% of our leases (on an annual rental revenue basis) were triple net leases, which require tenants to pay substantially

all real estate and other rent-related taxes, insurance, utilities, security, common area expenses, and other operating expenses

(including increases thereto) in addition to base rent.

Our operating expenses may increase as a result of tax reassessments that our properties are subject to on a regular basis

(annually, triennially, etc.), which may result in increases in property taxes as property values increase over time. In California, however,

pursuant to the existing state law commonly referred to as Proposition 13, properties are generally reassessed to market value at the

time of change in ownership or completion of construction; thereafter, annual property reassessments are limited to 2% of previously

assessed values. As a result, Proposition 13 generally results in significant below-market assessed values over time. From time to time,

lawmakers and political coalitions initiate efforts to repeal or amend Proposition 13 to eliminate its application to commercial and

industrial properties, which, if successful, may prohibit or limit the passing of increased property tax assessments onto tenants.

Our triple net leases allow us to pass through, among other costs, substantially all real estate and rent-related taxes to our

tenants in the form of tenant recoveries. Consequently, as a result of our triple net leases, we do not expect potential increases on

property taxes as a result of tax reassessments to significantly impact our operating results. We cannot be certain, however, that we will

be able to continue to negotiate pass-through provisions related to taxes in tenant leases in the future, or that higher pass-through

expenses will not lead to lower base rents in the long run as a result of tenants’ not being able to absorb higher overall occupancy

costs. Thus, the repeal of or amendment to Proposition 13 could lead to a decrease in our income from rentals over time. If our

operating expenses increase without a corresponding increase in revenues, our profitability could diminish. In addition, we cannot be

certain that increased costs will not lead our current or prospective tenants to seek space outside of the state of California, which could

significantly hinder our ability to increase our rents or to maintain existing occupancy levels. The repeal of or amendment to Proposition

13 in California may significantly increase occupancy costs for some of our tenants and may adversely impact their financial condition,

ability to make rental payments, and ability to renew lease agreements, which in turn could adversely affect our financial condition,

results of operations, and cash flows and our ability to make distributions to our stockholders.

In addition, compliance with various laws passed in California and other states in which we conduct business may result in

cost increases due to new constraints on our business and the effects of potential non-compliance by us or third-party service

providers. Any changes in connection with compliance could be time consuming and expensive, while failure to timely implement

required changes could subject us to liability for non-compliance, any of which could adversely affect our business, operating results,

and financial condition.

Most of our costs, such as operating and general and administrative expenses, interest expense, and real estate

acquisition and construction costs, are subject to inflation.

As of December 31, 2024, approximately 97% of our leases (on an annual rental revenue basis) contained effective annual

rent escalations approximating 3% that were either fixed or indexed based on the CPI or another index. We have long-term lease

agreements with our tenants, of which 3%–11% (based on occupied RSF) expire each year. We believe that these annual lease

expirations allow us to reset these leases to market rents upon renewal or re-leasing and that annual rent escalations within our long-

term leases are generally sufficient to offset the effect of inflation on non-recoverable costs, such as general and administrative and

interest expenses. However, during inflationary periods in which the inflation rate exceeds the annual rent escalation percentages within

our lease contracts, these rate escalations or the resetting of rents from our renewal and re-leasing activities may not adequately offset

the impact of inflation.

Our operating expenses are incurred in connection with, among others, property-related contracted services such as janitorial

and engineering services, utilities, security, repairs and maintenance, and insurance. Property taxes are also impacted by inflationary

changes as taxes are regularly reassessed based on changes in the fair value of our properties located outside of California. As

discussed previously, in California, property taxes are not reassessed based on changes in the fair value of the underlying real estate

asset but are instead limited to a maximum 2% annual increase by law.

Our operating expenses, with the exception of ground lease rental expenses, are typically recoverable through our lease

arrangements, which allow us to pass through substantially all expenses associated with property taxes, insurance, utilities, security,

repairs and maintenance, and other operating expenses (including increases thereto) to our tenants. As of December 31, 2024,

approximately 92% of our existing leases (on an annual rental revenue basis) were triple net leases, which allow us to recover

operating expenses, and approximately 92% of our existing leases (on an annual rental revenue basis) also provided for the recapture

of capital expenditures. Our remaining leases are generally gross leases, which provide for recoveries of operating expenses above the

operating expenses from the initial year within each lease.

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Due to our ability to largely recover increases in operating expenses from our triple net leases, inflation typically does not have

a significant adverse effect on our net operating income, results of operations, and operating cash flows at the property level. However,

there is no guarantee that our tenants would be able to absorb these expense increases and to continue to pay us their portion of

operating expenses, capital expenditures, and rent, or to be able to continue operating their businesses or conducting research and

development activities altogether. Alternatively, our tenants may decide to relocate to areas with lower rent and operating expenses

where we may not currently own properties, and, as a result, our tenants may cease leasing properties from us.

Our general and administrative expenses consist primarily of compensation costs, technology services, and professional

service fees. Annually, our employee compensation is adjusted to reflect merit increases; however, to maintain our ability to successfully

compete for the best talent, especially in a talent shortage environment, rising inflation rates may require us to provide compensation

increases beyond historical annual merit increases, which may unexpectedly and/or significantly increase our compensation costs.

Similarly, technology services and professional service fees are also subject to the impact of inflation and generally increase

proportionately with increasing market prices for such services. Consequently, inflation may increase our general and administrative

expenses over time.

During inflationary periods, interest rates have historically increased. For instance, to control the rate of inflation, the Board of

Governors of the Federal Reserve System (the “U.S. Federal Reserve”) raised its benchmark federal funds rate from nearly zero in

March 2022 to a range between 4.25% and 4.50% as of December 31, 2024. Although there are expectations that the U.S. Federal

Reserve will be reducing the federal funds rate in 2025, these expectations might not materialize. Interest rates at elevated levels could

increase our financing costs over time, either through near-term borrowings on our variable-rate unsecured senior line of credit and

commercial paper program, refinancing of our existing borrowings, or the issuance of new debt. In addition, elevated market interest

rates may result in a decrease in the value of our real estate and could also adversely affect the securities markets in general, which

could impact the market price of our common stock without regard to our operating performance. Any such unfavorable changes to our

borrowing costs and stock price could significantly impact our ability to raise new debt and equity capital going forward.

Additionally, inflationary pricing may increase the construction costs necessary to complete our development and

redevelopment projects, including, but not limited to, costs of construction materials, labor, and services from third-party contractors and

suppliers. Certain increases in the costs of construction materials, however, can often be managed in our development and

redevelopment projects through either (i) general budget contingencies built into our overall construction costs estimates for each of our

projects or (ii) guaranteed maximum price construction contracts, which stipulate a maximum price for certain construction costs and

shift inflation risk to our construction general contractors. However, it is not guaranteed that our budget contingencies would accurately

account for potential construction cost increases. Nor is it guaranteed that our general contractors would be able to absorb such

increases in costs and complete our construction projects timely, within budget, or at all.

We rely on a number of third-party suppliers and contractors to supply raw materials, skilled labor, and services for our

construction projects. We have not encountered significant difficulty collaborating with these third-party suppliers and contractors and

obtaining materials and skilled labor, nor experienced significant delays or increases in overall project costs due to the factors

discussed above. While we do not rely on any single supplier or vendor for the majority of our materials and skilled labor, we may

experience difficulties obtaining necessary materials from suppliers or vendors whose supply chains might become impacted by

economic or political changes, outmoded technology, aging infrastructure, shortages of shipping containers and/or means of

transportation, or difficulties obtaining adequate skilled labor from third-party contractors. It is uncertain whether we would be able to

continue to source the essential commodities, supplies, materials, and skilled labor timely or at all without incurring significant costs or

delays, particularly during times of economic uncertainty resulting from events outside of our control. Higher construction costs could

adversely impact our net investments in real estate and expected yields on our development and redevelopment projects, which may

make otherwise lucrative investment opportunities less profitable to us.

Historically, during periods of increasing interest rates, real estate valuations have generally decreased as a result of rising

capitalization rates which tend to move directionally with interest rates. Consequently, prolonged periods of higher interest rates may

negatively impact the valuation of our real estate asset portfolio and lead to higher cost of capital and/or lower sales proceeds from

future real estate dispositions.

The realization of any of the aforementioned risks could adversely affect our financial condition, results of operations, and cash

flows, our stock price and market capitalization, as well as our ability to pay dividends.

The cost of maintaining the quality of our properties may be higher than anticipated, which can result in reduced

cash flows and profitability.

If our properties are not as attractive to current and prospective tenants in terms of rent, services, condition, or location as

properties owned by our competitors, we could lose tenants or suffer lower rental rates. As a result, we may, from time to time, be

required to make significant capital expenditures to maintain the competitiveness of our properties. However, there can be no

assurances that any such expenditures would result in higher occupancy or higher rental rates or deter existing tenants from relocating

to properties owned by our competitors.

14

Our inability to renew leases or re-lease space on favorable terms as leases expire may significantly affect our

business.

Our revenues are derived primarily from rental payments and reimbursement of operating expenses under our leases. If our

tenants experience a downturn in their business or other types of financial distress, they may be unable to make timely payments under

their leases. In addition, because of the impact to the business environment due to civil unrest, high cost of living, taxes, and other

increased region-specific costs of doing business in certain of our markets and submarkets, such as those located in the states of

California and Washington, tenants may choose not to renew or re-lease space. Also, if our tenants terminate early or decide not to

renew their leases, we may not be able to re-lease the space. Even if tenants decide to renew or lease space, the terms of renewals or

new leases, including the cost of any tenant improvements, concessions, and lease commissions, may be less favorable to us than

current lease terms. Consequently, we could generate less cash flows from the affected properties than expected, which could

negatively impact our business. We may have to divert cash flows generated by other properties to meet our debt service payments, if

any, or to pay other expenses related to owning the affected properties.

The inability of a tenant to pay us rent could adversely affect our business.

Our revenues are derived primarily from rental payments and reimbursement of operating expenses under our leases. If our

tenants, especially significant tenants, fail to make rental payments under their leases, our financial condition, cash flows, and ability to

make distributions to our stockholders could be adversely affected. Additionally, the inability of the U.S. Congress to enact a budget for

a fiscal year or the occurrence of partial or complete U.S. government shutdowns may result in financial difficulties for tenants that are

dependent on federal funding, which could adversely affect the ability of those tenants to pay us rent.

The bankruptcy or insolvency of a major tenant may also adversely affect the income produced by a property. If any of our

tenants becomes a debtor in a case under the U.S. Bankruptcy Code, as amended, we cannot evict that tenant solely because of its

bankruptcy. The bankruptcy court may authorize the tenant to reject and terminate its lease with us. Our claim against such a tenant for

uncollectible future rent would be subject to a statutory limitation that might be substantially less than the remaining rent actually owed

to us under the tenant’s lease. Any shortfall in rental payments could adversely affect our cash flows and our ability to make

distributions to our stockholders.

We could be held liable for damages resulting from our tenants’ use of hazardous materials.

Many of our tenants engage in research and development activities that involve controlled use of hazardous materials,

chemicals, and biologic and radioactive compounds. In the event of contamination or injury from the use of these hazardous materials,

we could be held liable for damages that result. This liability could exceed our resources and any recovery available through any

applicable insurance coverage, which could adversely affect our ability to make distributions to our stockholders.

Together with our tenants, we must comply with federal, state, and local laws and regulations governing the use, manufacture,

storage, handling, and disposal of hazardous materials and waste products. Failure to comply with these laws and regulations, or

changes thereto, could adversely affect our business or our tenants’ businesses and their ability to make rental payments to us.

Our properties may have defects that are unknown to us.

Although we thoroughly review the physical condition of our properties before they are acquired, and as they are developed or

redeveloped, any of our properties may have characteristics or deficiencies unknown to us that could adversely affect the property’s

value or revenue potential.

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 to remedy the problem.

When excessive moisture accumulates in buildings or on building materials, mold may grow, particularly if the moisture

problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants. Indoor

air quality issues can also stem from inadequate ventilation, chemical contamination from indoor or outdoor sources, and other

biological contaminants such as pollen, viruses, and bacteria. Indoor exposure to airborne toxins or irritants above certain levels may

cause a variety of adverse health effects and symptoms, including allergic or other reactions. As a result, the presence of significant

mold or other airborne contaminants at any of our properties could require us to undertake a costly remediation program to contain or

remove the mold or other airborne contaminants from the affected property or increase indoor ventilation. In addition, the presence of

significant mold or other airborne contaminants could expose us to liability from our tenants, employees of our tenants, and others if

property damage or health concerns arise.

15

We may not be able to obtain additional capital to further our business objectives.

Our ability to acquire, develop, or redevelop properties depends upon our ability to obtain capital. The real estate industry has

historically experienced periods of volatile debt and equity capital markets and/or periods of extreme illiquidity. A prolonged period in

which we cannot effectively access the public debt and/or equity markets may result in heavier reliance on alternative financing sources

such as dispositions and partial interest sales to undertake new investments. An inability to obtain debt and/or equity capital on

acceptable terms could delay or prevent us from acquiring, financing, and completing desirable investments and could otherwise

adversely affect our business. Also, the issuance of additional shares of capital stock or interests in subsidiaries to fund future

operations could dilute the ownership of our then-existing stockholders. Even as liquidity returns to the market, debt and equity capital

may be more expensive than in prior years.

We may not be able to sell our properties quickly to raise capital.

Investments in real estate are relatively illiquid compared to other investments. Accordingly, we may not be able to sell our

properties when we desire or at prices acceptable to us in response to changes in macroeconomic or other conditions. In addition,

certain of our properties have low tax bases relative to their estimated current market values. As such, the sale of these assets would

generate significant taxable gains that may increase our REIT distribution requirement unless we sold such properties in a qualifying

tax-deferred exchange under Section 1031 (“Section 1031 Exchange”) of the Internal Revenue Code of 1986, as amended (the

“Internal Revenue Code”), or in a similar tax-free or tax-deferred transaction or applied an offsetting tax deduction. For a sale to qualify

for tax-deferred treatment under Section 1031, net proceeds from the sale of a property must be held by a third-party escrow agent until

applied toward the purchase of a qualifying real estate asset. It is possible we may encounter delays in reinvesting such proceeds, or

we may be unable to reinvest such proceeds at all, due to an inability to procure qualifying real estate. Any delay or limitation in using

the reinvestment proceeds to acquire additional real estate assets may cause the reinvestment proceeds to become taxable to us.

Furthermore, if current laws applicable to such tax-deferred transactions are later amended or repealed, we may no longer be able to

sell properties on a tax-deferred basis, which may adversely affect our results of operations and cash flows.

In addition, the Internal Revenue Code limits our ability to sell properties held for less than two years. These limitations on our

ability to sell our properties may adversely affect our cash flows, our ability to repay debt, and our ability to make distributions to our

stockholders.

Adverse changes in our credit ratings could negatively affect our financing ability.

Our credit ratings may affect the amount of capital we can access, as well as the terms and pricing of any debt we may incur.

There can be no assurance that we will be able to maintain and/or improve our current credit ratings. In the event that our current credit

ratings are downgraded or removed, we would most likely incur higher borrowing costs and experience greater difficulty in obtaining

additional financing, which in turn would have a material adverse impact on our financial condition, results of operations, cash flows,

and liquidity.

We may not be able to refinance our debt, and/or our debt may not be assumable.

The real estate industry may require more funds to refinance debt maturities than are available from lenders. This potential

shortage of available funds from lenders and stricter credit underwriting guidelines may limit our ability to refinance our debt as it

matures or may adversely affect our financial condition, results of operations, and cash flows, our ability to make distributions to our

stockholders, and the market price of our common stock.

We may not be able to borrow additional amounts through the issuance of unsecured bonds or under our unsecured

senior line of credit or commercial paper program.

There is no assurance that we will be able to continue to access the unsecured bond market on favorable terms. Our ability to

borrow additional amounts through the issuance of unsecured bonds may be negatively impacted by periods of illiquidity in the bond

market.

Aggregate borrowings under our unsecured senior line of credit require compliance with certain financial and non-financial

covenants. Borrowings under our unsecured senior line of credit are funded by a group of banks. Our ability to borrow additional

amounts under our unsecured senior line of credit and commercial paper program may be negatively impacted by a decrease in cash

flows from our properties, a default or cross-default under our unsecured senior line of credit and commercial paper program, non-

compliance with one or more loan covenants associated with our unsecured senior line of credit, and non-performance or failure of one

or more lenders under our unsecured senior line of credit. In addition, we may not be able to refinance or repay outstanding borrowings

on our unsecured senior line of credit or commercial paper program.

16

Our inability to borrow additional amounts on an unsecured basis could delay us in or prevent us from acquiring, financing, and

completing desirable investments, which could adversely affect our business; and our inability to refinance or repay amounts under our

unsecured senior line of credit or commercial paper program may adversely affect our cash flows, ability to make distributions to our

stockholders, financial condition, and results of operations.

Our unsecured senior line of credit restricts our ability to engage in some business activities.

Our unsecured senior line of credit contains customary negative covenants and other financial and operating covenants that,

among other things:

• Restrict our ability to incur additional indebtedness;
• Restrict our ability to make certain investments;
• Restrict our ability to merge with another company;
• Restrict our ability to make distributions to our stockholders;
• Require us to maintain financial coverage ratios; and
• Require us to maintain a pool of qualified unencumbered assets.

Complying with these restrictions may prevent us from engaging in certain profitable activities and/or constrain our ability to

effectively allocate capital. Failure to comply with these restrictions may result in our defaulting on these and other loans, which would

likely have a negative impact on our operations, financial condition, and ability to make distributions to our stockholders.

Our debt service obligations may have adverse consequences on our business operations.

We use debt to finance our operations, including the acquisition, development, and redevelopment of properties. Our use of

debt may have adverse consequences, including, but not limited to, the following:

• Our cash flows from operations may not be sufficient to meet required payments of principal and interest.
• We may be forced to dispose of one or more of our properties, possibly on disadvantageous terms, to make payments on

our debt.

• If we default on our secured debt obligations, the lenders or mortgagees may foreclose on our properties that secure

those loans.

• A foreclosure on one of our properties could create taxable income without any accompanying cash proceeds to pay the

tax.

• A default under a loan that has cross-default provisions may cause us to automatically default on another loan.
• We may not be able to refinance or extend our existing debt.
• The terms of any refinancing or extension may not be as favorable as the terms of our existing debt.
• We may be subject to a significant increase in the variable interest rates on our unsecured senior line of credit, secured

construction loan, or commercial paper program, which could adversely impact our cash flows and operations.

• The terms of our debt obligations may require a reduction in our distributions to stockholders.

If our expenses exceed our revenues, we may have to borrow additional funds, and we may not be able to make

distributions to our stockholders.

If our properties do not generate revenues sufficient to cover our operating expenses, including our debt service obligations

and capital expenditures, we may have to borrow additional amounts to cover fixed costs and cash flow needs. This could adversely

affect our ability to make distributions to our stockholders. Factors that could adversely affect the revenues we generate from, and the

values of, our properties include, but are not limited to:

• National, local, and worldwide economic and political conditions;
• Competition from other properties;
• Changes in the life science industry;
• Real estate conditions in our target markets;
• Our ability to collect rental payments;
• The availability of financing;
• Changes to the financial and banking industries;
• Changes in interest rate levels;
• Vacancies at our properties and our ability to re-lease space;
• Changes in tax or other regulatory laws;
• The costs of compliance with government regulation;
• The lack of liquidity of real estate investments;
• Increases in operating costs; and
• Increases in costs to address environmental impacts related to climate change or natural disasters.

17

In addition, if a lease at a property is not a triple net lease, we will have greater exposure to increases in expenses associated

with operating that property. Certain significant expenditures, such as mortgage payments, real estate taxes, insurance, and

maintenance costs, are generally fixed and do not decrease when revenues at the related property decrease.

If we fail to effectively manage our debt obligations, we could become highly leveraged, and our debt service

obligations could increase to unsustainable levels.

Our organizational documents do not limit the amount of debt that we may incur. Therefore, if we fail to prudently manage our

capital structure, we could become highly leveraged. This would result in an increase in our debt service obligations that could

adversely affect our cash flows and our ability to make distributions to our stockholders. Higher leverage could also increase the risk of

default on our debt obligations or may result in downgrades to our credit ratings.

Failure to meet market expectations for our financial performance would likely adversely affect the market price and

volatility of our stock.

Our actual financial results may differ materially from expectations and/or the guidance we provide. This may be a result of

various factors, including, but not limited to:

• The status of the economy;
• The status of capital markets, including availability and cost of capital;
• Changes in financing terms available to us;
• Negative developments in the operating results or financial condition of tenants, including, but not limited to, their ability to

pay rent;

• Our ability to re-lease space at similar rates as leases expire;
• Our ability to reinvest sale proceeds in a timely manner at rates similar to the rate at which assets are sold;
• Our ability to successfully complete developments or redevelopments of properties for lease on time and/or within budget;
• Our ability to procure third-party suppliers or providers of necessary construction materials for our developments and

redevelopments of properties;

• Regulatory approval and market acceptance of the products and technologies of tenants;
• Liability or contract claims by or against tenants;
• Unanticipated difficulties and/or expenditures relating to future acquisitions;
• Environmental laws affecting our properties;
• Changes in rules or practices governing our financial reporting; and
• Other legal and operational matters, including REIT qualification and key management personnel recruitment and

retention.

Failure to meet market expectations, particularly with respect to earnings estimates, funds from operations per share,

operating cash flows, and revenues, would likely result in a decline and/or increased volatility in the market price of our common stock

or other outstanding securities.

The price per share of our stock may fluctuate significantly.

The market price per share of our common stock may fluctuate significantly in response to a variety of factors, many of which

are beyond our control, including, but not limited to:

• The availability and cost of debt and/or equity capital;
• The condition of our balance sheet;
• Actual or anticipated capital requirements;
• The condition of the financial and banking industries;
• Actual or anticipated variations in our quarterly operating results or dividends;
• The amount and timing of debt maturities and other contractual obligations;
• Changes in our net income, funds from operations, or guidance;
• The publication of research reports and articles (or false or misleading information) about us, our tenants, the real estate

industry, or the life science industry;

• The general reputation of REITs and the attractiveness of their equity securities in comparison to other debt or equity

securities (including securities issued by other real estate-based companies);

• General stock and bond market conditions, including changes in interest rates on fixed-income securities, that may lead

prospective stockholders to demand a higher annual yield from future dividends;

• Changes in our analyst ratings;
• Changes in our corporate credit ratings or credit ratings of our debt or other securities;
• Changes in market valuations of similar companies;
• Adverse market reaction to any additional debt we incur or equity we raise in the future;
• Additions, departures, or other announcements regarding our key management personnel and/or the Board of Directors;

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• Actions by institutional stockholders;
• Speculation in the press or investment community;
• Short selling of our common stock or related derivative securities;
• The publication or dissemination of opinions, characterizations, or disinformation that are intended to create negative

market momentum, including through the use of social media;

• Risks associated with generative artificial intelligence tools and large language models and the conclusions that these

tools and models may draw about our business and prospects in connection with the dissemination of negative opinions,

characterizations, or disinformation;

• Terrorist activity adversely affecting the markets in which our securities trade, possibly increasing market volatility and

causing the further erosion of business and consumer confidence and spending;

• Government regulatory action and changes in tax laws;
• Fiscal policies or inaction at the U.S. federal government level that may lead to federal government shutdowns or negative

impacts on the U.S. economy;

• Fluctuations due to general market volatility;
• Disruptions in the banking sector or failures of financial institutions that we or our tenants may or may not have business

relationships with;

• Global market factors adversely affecting the U.S. economic and political environment;
• General market and economic conditions; and
• The realization of any of the other risk factors included in this annual report on Form 10-K.

These factors may cause the market price of shares of our common stock to decline, regardless of our financial condition,

results of operations, business, or prospects.

Possible future sales of shares of our common stock could adversely affect its market price.

We cannot predict the effect, if any, of future sales of shares of our common stock or the market price of our common stock.

Sales of substantial amounts of capital stock, or the perception that such sales may occur, could adversely affect the prevailing market

price for our common stock. Refer to “Other sources” under “Item 7. Management’s discussion and analysis of financial condition and

results of operations” in this annual report on Form 10-K.

We have reserved a number of shares of common stock for issuance to our directors, officers, and employees pursuant to our

Amended and Restated 1997 Stock Award and Incentive Plan (sometimes referred to herein as our “equity incentive plan”). We have

filed a registration statement with respect to the issuance of shares of our common stock pursuant to grants under our equity incentive

plan. In addition, any shares issued under our equity incentive plan will be available for sale in the public market from time to time

without restriction by persons who are not our “affiliates” (as defined in Rule 144 adopted under the Securities Act of 1933, as

amended). Affiliates will be able to sell shares of our common stock subject to restrictions under Rule 144.

Our distributions to stockholders may decline at any time.

We may not continue our current level of distributions to our stockholders. Our Board of Directors will determine future

distributions based on a number of factors, including, but not limited to:

• The amount of net cash provided by operating activities available for distribution;
• Our financial condition and capital requirements;
• Any decision to reinvest funds rather than to distribute such funds;
• Our capital expenditures;
• The annual distribution requirements under the REIT provisions of the Internal Revenue Code;
• Restrictions under Maryland law; and
• Other factors our Board of Directors deems relevant.

A reduction in distributions to stockholders may negatively impact our stock price.

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Distributions on our common stock may be made in the form of cash, stock, or a combination of both.

As a REIT, we are required to distribute at least 90% of our taxable income to our stockholders. Typically, we generate cash for

distributions through our operations, the disposition of assets, including partial interest sales, or the incurrence of additional debt. Our

Board of Directors may determine in the future to pay dividends on our common stock in cash, in shares of our common stock, or in a

combination of cash and shares of our common stock. For example, we may declare dividends payable in cash or stock at the election

of each stockholder, subject to a limit on the aggregate cash that could be paid. Any such dividends would be distributed in a manner

intended to count in full toward the satisfaction of our annual distribution requirements and to qualify for the dividends paid deduction.

While the IRS privately has ruled that such a dividend would so qualify if certain requirements are met, no assurances can be provided

that the IRS would not assert a contrary position in the future. Moreover, a reduction in the cash yield on our common stock may

negatively impact our stock price.

We have certain ownership interests outside the U.S. that may subject us to risks different from or greater than those

associated with our domestic operations.

We have a small portfolio of operating properties outside the U.S., primarily in Canada. Acquisition, development,

redevelopment, ownership, and operating activities outside the U.S. involve risks that are different from those we face with respect to

our domestic properties and operations. These risks include, but are not limited to:

• Adverse effects of changes in exchange rates for foreign currencies;
• Challenges and/or taxation with respect to the repatriation of foreign earnings or repatriation of proceeds from the sale of

one or more of our foreign investments;

• Changes in foreign political, regulatory, and economic conditions, including nationally, regionally, and locally;
• Challenges in managing international operations;
• Challenges in hiring or retaining key management personnel;
• Challenges of complying with a wide variety of foreign laws and regulations, including those relating to real estate,

corporate governance, operations, taxes, employment, data privacy and security, and legal proceedings;

• Differences in lending practices;
• Differences in languages, cultures, and time zones;
• Changes in applicable laws and regulations in the U.S. that affect foreign operations;
• Challenges in managing foreign relations and trade disputes that adversely affect U.S. and foreign operations;
• Partial or complete U.S. federal government shutdowns, trade disagreements with other countries, or uncertainties that

could affect business transactions within the U.S. and with foreign entities;

• Changes in tax and local regulations with potentially adverse tax consequences and penalties; and
• Foreign ownership and transfer restrictions.

In addition, our foreign investments are subject to taxation in foreign jurisdictions based on local tax laws and regulations and

on existing international tax treaties. We invest in foreign markets under the assumption that our future earnings there will be taxed at

the current prevailing income tax rates. There are no guarantees that foreign governments will continue to honor existing tax treaties we

have relied upon for our foreign investments or that the current income tax rates in those markets will not increase significantly, thus

impacting our ability to repatriate our foreign investments and related earnings. Moreover, any international currency gain recognized

with respect to changes in exchange rates may not qualify under gross income tests that we must satisfy annually in order to qualify

and maintain our status as a REIT.

Investments in international markets may also subject us to risks associated with establishing effective controls and

procedures to regulate the operations in foreign locations and to monitor compliance with U.S. laws and regulations, including the

Foreign Corrupt Practices Act and similar foreign laws and regulations. The Foreign Corrupt Practices Act and similar applicable anti-

corruption laws prohibit individuals and entities from offering, promising, authorizing, or providing payments or anything of value, directly

or indirectly, to government officials in order to obtain, retain, or direct business. Failure to comply with these laws could subject us to

civil and criminal penalties that could materially adversely affect our results of operations or the value of our international investments.

In addition, if we fail to effectively manage our international operations, our overall financial condition, results of operations, and cash

flows, and the market price of our common stock could be adversely affected.

Furthermore, we may in the future enter into agreements with foreign entities that are governed by the laws of, and are subject

to dispute resolution rules of, another country or region. In some cases, such a country or region might not have a forum that provides

us an effective or efficient means for resolving disputes that may arise under these agreements.

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We are subject to risks and liabilities in connection with properties owned through partnerships, limited liability

companies, and joint ventures.

Our organizational documents do not limit the amount of funds that we may invest in non-wholly owned partnerships, limited

liability companies, or joint ventures. Partnership, limited liability company, or joint venture investments involve certain risks, including,

but not limited to, the following:

• Upon bankruptcy of non-wholly owned partnerships, limited liability companies, or joint venture entities, we may become

liable for the liabilities of the partnership, limited liability company, or joint venture;

• We may share certain approval rights over major decisions with third parties;
• Our partners may file for bankruptcy protection or otherwise fail to fund their share of required capital contributions;
• Our partners may have economic or other business interests or goals that are inconsistent with our business interests or

goals and that could affect our ability to lease or re-lease the property, operate the property, or maintain our qualification

as a REIT;

• Our partners may have banking or financial relationships with institutions that become insolvent or otherwise fail, which

could affect our access to capital;

• Our ability to sell the interest on advantageous terms when we so desire may be limited or restricted under the terms of

our agreements with our partners; and

• We may not continue to own or operate the interests or assets underlying such relationships or may need to purchase

such interests or assets at an above-market price to continue ownership.

In addition, in some of our real estate joint ventures, predominantly consolidated, our partners hold contractual rights that allow

them to sell their interests, initiate a buy/sell process, or force the sale of a property. As of December 31, 2024, the aggregate

noncontrolling interest balance in our consolidated balance sheet is $4.5 billion. In six consolidated joint ventures with aggregate

noncontrolling interests of approximately $1.0 billion, our partners currently have the ability to exercise these rights. In 23 other

consolidated real estate joint ventures with aggregate noncontrolling interests of approximately $3.0 billion, these rights become

exercisable upon the expiration of respective lockout provisions during 2025 through 2031.

If a joint venture partner elects to sell their interest, we have the right of first refusal to acquire the partner’s interest at the

partner’s specified price. If we decline, the partner has the right to sell to a third party with minimal to no input from us. Alternatively,

some agreements allow the partner to force a sale of the underlying property. In such cases, we typically have a right of first offer.

However, if we choose not to proceed, the property may be sold to a third party under terms that are outside of our control. A price

offered to the third party is generally subject to certain limitations, and if it falls below a specified threshold, the partner must offer the

reduced price to us before proceeding.

The risks noted above could negatively impact us or may require us to:

• Sell the underlying asset subject to our interest in the joint venture when we otherwise would not;
• Reallocate existing capital or seek new funding in order to maintain an ownership interest in or control of an asset,

potentially straining our liquidity position and/or diluting earnings per share;

• Contribute additional capital if our partners fail to fund their share of any required capital contributions or are unable to

access capital as a result of their financial distress or disruptions in the banking sector;

• Experience substantial unanticipated delays that could hinder either the initiation or completion of redevelopment activities

or new construction;

• Incur additional expenses or reduce revenues that could prevent the achievement of yields or returns that were initially

anticipated;

• Become engaged in a dispute with our joint venture partner that could lead to the sale of either party’s ownership interest

or the property at a price below estimated fair market value;

• Initiate litigation or settle disagreements with our partner through litigation or arbitration; and
• Suffer losses or decreased returns as a result of actions taken by our partner with respect to our joint venture investments.

We generally seek to maintain control of our partnerships, limited liability companies, and joint venture investments, and

structure our joint venture agreements in a manner sufficient to permit us to achieve our business objectives. However, we may not be

able to do so, and the occurrence of one or more of the events described above could adversely affect our financial condition, results of

operations, and cash flows, our funds from operations per share, our ability to make distributions to our stockholders, and the market

price of our common stock.

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We may not be able to attain the expected return on our investments in real estate joint ventures.

We have consolidated and unconsolidated real estate joint ventures in which we share certain ownership and decision-making

powers with one or more parties. Our joint venture partners must agree in order for the applicable joint venture to take specific major

actions, including budget approvals, acquisitions, sales of assets, debt financing, execution of lease agreements, and vendor approvals.

Under these joint venture arrangements, any disagreements between our partners and us may result in delayed or unfavorable

decisions. Our inability to take unilateral actions that we believe are in our best interests may result in missed opportunities and an

ineffective allocation of resources and could have an adverse effect on the financial performance of our joint ventures and our operating

results.

We could incur significant costs due to the financial condition of our insurance carriers.

We insure our properties with insurance companies we believe have good ratings at the time our policies are put into effect.

The financial condition of one or more of the insurance companies we hold policies with may be negatively impacted, which can result

in their inability to pay on future insurance claims. Their inability to pay future claims may have a negative impact on our financial

results. In addition, the failure of one or more insurance companies may increase the cost of renewing our insurance policies or

increase the cost of insuring additional properties and recently developed or redeveloped properties.

Our insurance may not adequately cover all potential losses.

As a part of Alexandria’s risk management program, we maintain all-risk property insurance for our portfolio to mitigate risks

posed by extreme weather events, natural disasters (including floods, wildfires, earthquakes, and wind events), and terrorism. Our all-

risk property insurance currently provides a $2.0 billion per occurrence limit for our operating portfolio. However, it may not fully cover all

potential losses. There is no assurance that we will maintain current levels of insurance coverage in the future.

A significant portion of our real estate portfolio is located in seismically active regions, including the San Francisco Bay Area,

San Diego, and Seattle, and a damaging earthquake in any region could significantly impact multiple properties. For these properties,

we have obtained earthquake insurance in an amount and with deductibles we believe are commercially reasonable. For properties in

California, coverage is $335 million, per occurrence and has an annual aggregate limit, subject to a 5% deductible of the property’s

replacement value. For the Seattle region, the coverage is $200 million, per occurrence and has an annual aggregate limit, subject to a

2% deductible. Nevertheless, a major earthquake in any region could lead to substantial losses, potentially exceeding our insurance

coverage and resulting in material aggregate deductible amounts. This could adversely affect our business, financial condition, results

of operations, and cash flows.

In addition, we carry environmental and title insurance policies for our properties. We generally obtain title insurance policies

when we acquire a property, with each policy covering an amount equal to the initial purchase price of each property. Accordingly,

current property values may exceed the amount covered by a related title insurance policy.

We regularly evaluate the insurance market, including for coverage against terrorism, earthquakes, and other catastrophic

events. However, we cannot predict the availability and affordability of such coverage in the future. Should the premiums for our

earthquake and other insurance policies become prohibitively expensive or if we decide to self-insure some of our risks, we may modify

or discontinue the coverage for some or all of our properties.

If we experience a loss at any of our properties that is not covered by insurance, exceeds our insurance policy limits, or is

subject to a policy deductible, we could lose the capital invested in the affected property and, possibly, future revenues from that

property. In addition, we could continue to be obligated on any mortgage indebtedness or be responsible for other obligations related to

the affected properties. All of our wholly owned properties, including properties partially owned through joint ventures that are managed

by our joint venture partners, carry comprehensive liability, fire, extended coverage, and rental loss insurance.

For our properties in wildfire- or flood-prone areas, we are evaluating mitigation strategies and potential operational and

physical improvements. For example, resilience measures that may be implemented at some of our properties may include:

• Fire-resilience measures. Incorporation of brush management practices into landscape design; selection and positioning

of less flammable vegetation species at a reasonable distance from a property; construction of building envelopes with

fire-resistant materials; and installation of HVAC systems that are able to filter smoke particulates from the air in the event

of a fire.

• Flood-resilience measures. Positioning of critical building mechanical equipment on roofs or significantly above projected

potential flood elevations; storage of temporary flood barriers on site to be deployed at building entrances in the event of a

flood; elevation of property entrances or the first floor above projected present-day and future flood elevations; installation

of backflow preventors on storm/sewer utilities that discharge from the building; and waterproofing of the building

envelope up to the projected flood elevation.

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Our tenants are also required to maintain comprehensive insurance policies, including commercial general liability insurance

typically obtained for similar properties. However, we and our tenants do not generally insure against certain types of losses that are

either uninsurable or prohibitively costly to insure. We cannot predict the future availability of insurance coverage against any risk of

loss. Insurance companies may discontinue coverage for certain risks, or, if offered, such coverage may become excessively

expensive.

The loss of services of any of our executive and/or senior officers could adversely affect us.

We depend upon the services and contributions of relatively few executive and senior officers. The loss of services or

contributions of any one of them may adversely affect our business, financial condition, and prospects. We use the extensive personal

and business relationships that members of our management have developed over time with owners of life science properties and with

major tenants and venture investment portfolio companies in the life science industry. We cannot assure our stockholders that our

executive and senior officers will remain employed with us. In California and certain other regions where we have operations, there is

intense competition for individuals with skill sets needed for our business. Moreover, in California, where our headquarters and many of

our properties are located, high state and local taxes and increased home prices contribute to the high cost of living, which may impair

our ability to attract and retain employees locally in the future. Due to the long-term nature of our investments and properties, we are

unable to predict and may be unable to effectively control such costs. If we do not succeed in attracting new personnel and retaining

and motivating existing personnel, our business may suffer, and we may be unable to implement our current initiatives or grow

effectively.

Failure to maintain effective internal control over financial reporting could have a material adverse effect on our

business, results of operations, financial condition, and stock price.

Pursuant to the Sarbanes-Oxley Act of 2002, we are required to provide a report by management on internal control over

financial reporting, including management’s assessment of the effectiveness of internal control. Changes to our business will

necessitate ongoing changes to our internal control systems and processes. Internal control over financial reporting may not prevent or

detect misstatement because of its inherent limitations, including the possibility of human error, the circumvention or overriding of

controls, or fraud. Therefore, even effective internal controls can provide only reasonable assurance with respect to the preparation and

fair presentation of financial statements. If we fail to maintain the adequacy of our internal controls, including any failure to implement

required new or improved controls, or if we experience difficulties in their implementation, our business, results of operations, and

financial condition could be materially harmed, we could fail to meet our reporting obligations, and there could be a material adverse

effect on the market price of our common stock.

If we failed to qualify as a REIT, we would be taxed at corporate rates and would not be able to take certain

deductions when computing our taxable income.

We have elected to be taxed as a REIT under the Internal Revenue Code. If, in any taxable year, we failed to qualify as a

REIT:

• We would be subject to federal and state income taxes on our taxable income at regular corporate rates;
• We would not be allowed a deduction for distributions to our stockholders in computing taxable income;
• We would be disqualified from treatment as a REIT for the four taxable years following the year during which we lost

qualification, unless we were entitled to relief under the Internal Revenue Code; and

• We would no longer be required by the Internal Revenue Code to make distributions to our stockholders.

As a result of any additional tax liability, we may need to borrow funds or liquidate certain investments in order to pay the

applicable tax. Accordingly, funds available for investment or distribution to our stockholders would be reduced for each of the years

involved.

Qualification as a REIT involves the application of highly technical and complex provisions of the Internal Revenue Code to our

operations and financial results, as well as the determination of various factual matters and circumstances not entirely within our

control. There are only limited judicial or administrative interpretations of these provisions. Although we believe that our current

organization and method of operation comply with the rules and regulations promulgated under the Internal Revenue Code to enable us

to qualify as a REIT, we cannot assure our stockholders that we are or will remain so qualified. To qualify as a REIT, we must satisfy a

number of requirements, including those regarding the ownership of our stock and the composition of our assets and gross income. We

must also make distributions to stockholders aggregating at least 90% of our annual REIT taxable income, excluding net capital gains.

We currently own, and may acquire in the future, direct or indirect interests in one or more entities that have elected or may

elect to be taxed as REITs under the Internal Revenue Code, which are subject to the various REIT qualification requirements and

limitations described herein. If any of these entities were to fail to qualify as a REIT, then (i) the entity would become subject to federal

and state income taxes, (ii) shares in such an entity would cease to be qualifying assets for purposes of asset tests applicable to REITs,

and (iii) we may fail certain of the asset tests applicable to REITs, in which event we would fail to qualify as a REIT unless we qualify for

certain relief provisions.

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In addition, we currently own interests in certain taxable REIT subsidiaries and may continue to acquire such interests in the

future. A taxable REIT subsidiary is a corporation (or entity treated as a corporation for federal income tax purposes), other than a REIT,

that has made a joint election with a parent REIT (which directly or indirectly owns stock in the REIT subsidiary) to be treated as a

taxable REIT subsidiary. The subsidiary is subject to federal and state income taxes as a regular C corporation and is further subject to

a 100% excise tax for certain transactions between the taxable REIT subsidiary and its parent REIT that are not conducted on an arm’s-

length basis. We intend to structure our transactions with any taxable REIT subsidiaries that we own to ensure that they are entered into

on arm’s-length terms to avoid incurring the 100% excise tax mentioned above. However, there can be no assurance that we will be

able to successfully structure future transactions to avoid being subject to the 100% excise tax, which may adversely impact our cash

flows, ability to make distributions to stockholders, and results of operations.

From time to time, we dispose of properties in transactions qualified as Section 1031 Exchanges. If a transaction intended to

qualify as a Section 1031 Exchange is later determined by the IRS to be taxable or if we are unable to identify and complete the

acquisition of a suitable replacement property to effect a Section 1031 Exchange or if the laws surrounding Section 1031 Exchanges

are amended or repealed, we may not be able to dispose of properties on a tax-deferred basis. In such a case, our earnings and profits

and our taxable income would increase, which could increase the dividend income and reduce the return of capital to our stockholders.

As a result, we may be required to pay additional dividends to stockholders, or if we do not pay additional dividends, our corporate

income tax liability could increase and we may be subject to interest and penalties.

We may not be able to participate in certain sales that the IRS characterizes as “prohibited transactions.” The tax imposed on

REITs engaging in prohibited transactions is a 100% tax on net income from the transaction. Whether or not the transaction is

characterized as a prohibited transaction is a factual matter. Generally, prohibited transactions are sales or other dispositions of

property, other than foreclosures, characterized as held primarily for sale to customers in the ordinary course of business. However, a

sale will not be considered a prohibited transaction if it meets certain safe harbor requirements. Although we do not intend to participate

in prohibited transactions, there is no guarantee that the IRS would agree with our characterization of our properties or that we will meet

the safe harbor requirements.

Federal income tax rules are constantly under review by the U.S. Congress and the IRS. Changes to tax laws could adversely

affect our investors or our tenants, and we cannot predict how those changes may affect us in the future. New legislation, U.S. Treasury

Department regulations, administrative interpretations, or court decisions could significantly and negatively affect our ability to qualify as

a REIT, the federal income tax consequences of such qualification, or an investment in our stock. Also, laws relating to the tax treatment

of investment in other types of business entities could change, making an investment in such other entities more attractive relative to an

investment in a REIT.

We are dependent on third parties to manage certain amenities at our properties.

We retain third-party managers to manage certain amenities at our properties, such as restaurants, conference centers,

exercise facilities, and parking garages. Our income from our properties may be adversely affected if these parties fail to provide quality

services and amenities with respect to our properties. While we monitor the performance of these third parties, we may have limited

recourse if we believe they are not performing adequately. In addition, these third-party managers may operate, and in some cases may

own or invest in, properties or businesses that compete with our properties, which may result in conflicts of interest. As a result, these

third-party managers may have made, and may in the future make, decisions that are not in our best interests.

We rely on a limited number of vendors to provide utilities and certain other services at our properties, and disruption

in these services may have a significant adverse effect on our business operations, financial condition, and cash flows.

We rely on a limited number of vendors to provide key services, including, but not limited to, utilities, security, and construction

services, at certain of our properties. Our business and property operations may be adversely affected if key vendors fail to adequately

provide key services at our properties as a result of natural disasters (such as fires, floods, earthquakes, etc.), power interruptions,

bankruptcies, war, acts of terrorism, public health emergencies, cyberattacks, pandemics, or other unanticipated catastrophic events. If

a vendor encounters financial difficulty such as bankruptcy or other events beyond our control that cause it to fail to adequately provide

utilities, security, construction, or other important services, we may experience significant interruptions in service and disruptions to

business operations at our properties, incur remediation costs, and become subject to claims and damage to our reputation.

In addition, difficulties encountered by key vendors in providing necessary services at our properties could result in significant

market rate increases for such services. Our triple net leases allow us to pass through substantially all operating expenses and certain

capital expenditures to our tenants in the form of additional rent. However, we cannot be certain that we will be able to continue to

negotiate pass-through provisions in tenant leases in the future, which could lead to a decrease in our recovery of operating expenses.

If our operating expenses increase without a corresponding increase in revenues, our profitability could diminish. Also, we cannot be

certain that increased costs will not lead our current or prospective tenants to seek space elsewhere, which could significantly hinder

our ability to increase our rents or to maintain existing occupancy levels. Additionally, this may significantly increase occupancy costs for

some of our tenants and may adversely impact their financial condition, ability to make rental payments, and ability to renew their lease

agreements.

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Pacific Gas and Electric Company (“PG&E”) is the primary public utility company providing electrical and gas service to

residential and commercial customers in northern California, including the San Francisco Bay Area. Most of our properties located in

our San Francisco Bay Area market depend on PG&E for the delivery of these essential services. PG&E initiated voluntary

reorganization proceedings under Chapter 11 of the U.S. Bankruptcy Code in January 2019 in response to potential liabilities arising

from a series of catastrophic wildfires that occurred in Northern California in 2017 and 2018. While PG&E emerged from bankruptcy in

July 2020, there is no guarantee that PG&E, or other major utilities providers on which we rely in other cities in which we operate, will

be able to sustain safe operations and continue to provide consistent utilities services during similar or future incidents. During periods

of high winds and high fire danger in past fire seasons, PG&E preemptively shut off power to areas of Central and Northern California.

The shutoffs were designed to help guard against fires ignited in areas with high winds and dry conditions. PG&E has warned that it

may have to employ shutoffs while the utility company addresses maintenance issues. Future shutoffs of power may impact the

reliability of access to a stable power supply at our properties and, in turn, adversely impact our tenants’ businesses. In addition, there

is no guarantee that PG&E’s safety measures mandated by regulators will be timely and sufficient to prevent future catastrophic

wildfires. Similarly, we rely on a limited number of vendors that provide utilities services to our properties in other regions. There is no

guarantee that similar events of bankruptcy or distress would not cause unanticipated disruptions in service to any of our properties in

affected areas.

The realization of any of the above risks could significantly and adversely affect our ability to meet our financial expectations,

our financial condition, results of operations, and cash flows, our ability to make distributions to our stockholders, the market price of our

common stock, and our ability to satisfy our debt service obligations.

We may change our business policies without stockholder approval.

Our Board of Directors determines all of our material business policies, with management’s input, including those related to:

• REIT qualification;
• Incurrence of debt and debt management activities;
• Selective acquisition, disposition, development, and redevelopment activities;
• Stockholder distributions; and
• Other policies, as appropriate.

Our Board of Directors may amend or revise these policies at any time without a vote of our stockholders. A change in these

policies could adversely affect our business and our ability to make distributions to our stockholders.

There are limits on the ownership of our capital stock under which a stockholder may lose beneficial ownership of its

shares and that may delay or prevent transactions that might otherwise be desired by our stockholders.

In order for a company to qualify as a REIT under the Internal Revenue Code, not more than 50% of the value of its

outstanding stock may be owned, directly or constructively, by five or fewer individuals or entities (as set forth in the Internal Revenue

Code) during the last half of a taxable year. Furthermore, shares of our company’s outstanding stock must be beneficially owned by 100

or more persons during at least 335 days of a taxable year of 12 months or during a proportionate part of a shorter taxable year.

In order for us to maintain our qualification as a REIT, among other things, our charter provides for an ownership limit, which

prohibits, with certain exceptions, direct or constructive ownership of shares of stock representing more than 9.8% of the combined total

value of our outstanding shares of stock by any person, as defined in our charter. Our Board of Directors, in its sole discretion, may

waive the ownership limit for any person. However, our Board of Directors may not grant such waiver if, after giving effect to such

waiver, we would be “closely held” under Section 856(h) of the Internal Revenue Code. As a condition to waiving the ownership limit,

our Board of Directors may require a ruling from the IRS or an opinion of legal counsel in order to determine our status as a REIT.

Notwithstanding the receipt of any such ruling or opinion, our Board of Directors may impose such conditions or restrictions as it deems

appropriate in connection with granting a waiver.

Our charter further prohibits transferring shares of our stock if such transfer would result in our being “closely held” under

Section 856(h) of the Internal Revenue Code or would result in shares of our stock being owned by fewer than 100 persons.

The constructive ownership rules are complex and may cause shares of our common stock owned directly or constructively by

a group of related individuals or entities to be constructively owned by one individual or entity. A transfer of shares to a person who, as a

result of the transfer, violates these limits shall be void or these shares shall be exchanged for shares of excess stock and transferred to

a trust for the benefit of one or more qualified charitable organizations designated by us. In that case, the intended transferee will have

only a right to share, to the extent of the transferee’s original purchase price for such shares, in proceeds from the trust’s sale of those

shares and will effectively forfeit its beneficial ownership of the shares. These ownership limits could delay, defer, or prevent a

transaction or a change in control that might involve a premium price for the holders of our common stock or that might otherwise be

desired by such holders.

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In addition to the ownership limit, certain provisions of our charter and bylaws may delay or prevent transactions that

may be deemed to be desirable to our stockholders.

As authorized by Maryland law, our charter allows our Board of Directors to cause us to issue additional authorized but

unissued shares of our common stock or preferred stock and to classify or reclassify unissued shares of common or preferred stock

without any stockholder approval. Our Board of Directors could establish a series of preferred stock that could delay, defer, or prevent a

transaction that might involve a premium price for our common stock or that might, for other reasons, be desired by our common

stockholders, or a series of preferred stock that has a dividend preference that may adversely affect our ability to pay dividends on our

common stock.

Our charter permits the removal of a director only upon a two-thirds majority of the votes entitled to be cast generally in the

election of directors, and our bylaws require advance notice of a stockholder’s intention to nominate directors or to present business for

consideration by stockholders at an annual meeting of our stockholders. However, the stockholders are able to adopt, alter, amend, or

repeal our bylaws with a majority of the votes entitled to be cast on the matter and without the approval of the Board of Directors. Such

changes could potentially lead to disruption of corporate strategy, complications in strategic transactions, or other adverse effects. Our

charter and bylaws also contain other provisions that may delay, defer, or prevent a transaction or change in control that involves a

premium price for our common stock or that, for other reasons, may be desired by our stockholders.

Market and industry factors

We face substantial competition in our target markets.

The significant competition for business in our target markets could have an adverse effect on our operations. We compete for

investment opportunities with:

• Other REITs;
• Insurance companies;
• Pension and investment funds;
• Private equity entities;
• Partnerships;
• Developers;
• Investment companies;
• Owners/occupants; and
• Foreign investors, including sovereign wealth funds.

Many of these entities have substantially greater financial resources than we do and may be able to pay more than we can or

accept more risk than we are willing to accept. These entities may be less sensitive to risks with respect to the creditworthiness of a

tenant or the geographic concentration of their investments. These entities may also have more favorable relationships and pricing with

suppliers and contractors and may complete construction projects sooner and at lower costs than we are able. We may also face

competition with these entities for access to the same or similar raw materials and labor resources from suppliers and contractors, as

well as access to the specific suppliers and contractors we use. Competition may also reduce the number of suitable investment

opportunities available to us or may increase the bargaining power of property owners seeking to sell. If there is no matching growth in

demand, the intensified competition may lead to oversupply of available space comparable to ours and result in the pressure on rental

rates and greater incentives awarded to tenants. To maintain our ability to retain current and attract new tenants, we may be forced to

reduce the rental rates that our tenants are currently willing to pay or offer greater tenant concessions. Should we encounter intensified

competition or oversupply, we cannot be certain that we will be able to compete successfully, maintain our occupancy and rental rates,

and continue to expand our business. As a result, our financial condition, results of operations, and cash flows, our ability to pay

dividends, and our stock price may be adversely affected.

Poor economic conditions in our markets could adversely affect our business.

Our properties are primarily located in the following markets:

• Greater Boston
• San Francisco Bay Area
• San Diego
• Seattle
• Maryland
• Research Triangle
• New York City
• Texas
• Canada

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As a result of our geographic concentration, we depend upon the local economic and real estate conditions in these markets.

We are therefore subject to increased exposure (positive or negative) to economic, tax, and other competitive factors specific to

markets in confined geographic areas. Our operations may also be affected if too many competing properties are built in any of these

markets. An economic downturn in any of these markets could adversely affect our operations and our ability to make distributions to

our stockholders. We cannot assure our stockholders that these markets will continue to grow or remain favorable to the life science

industry.

Improvements to our properties are significantly more costly than improvements to traditional office space.

Many of our properties generally contain infrastructure improvements that are significantly more costly than improvements to

other property types. Although we have historically been able to recover the additional investment in infrastructure improvements

through higher rental rates, there is the risk that we will not be able to continue to do so in the future. Typical infrastructure

improvements include:

• Reinforced concrete floors;
• Upgraded roof loading capacity;
• Increased floor-to-ceiling heights;
• Heavy-duty HVAC systems;
• Enhanced environmental control technology;
• Significantly upgraded electrical, gas, and plumbing infrastructure; and
• Laboratory benches and fume hoods.

Because many of our infrastructure improvements are specialized and costlier than those for other property types, we may be

more significantly impacted by any unanticipated delays or increased costs due to price volatility or supply shortages of construction

materials or labor. As a result, we may be unable to complete our improvements as scheduled or within budgeted amounts, which may

adversely affect our ability to lease available space to potential tenants or to reduce our projected project returns.

Our tenants and venture investments are primarily in the life science industry, and changes within this industry may

adversely impact our revenues from lease payments, the value of our non-real estate investments, and our operating results.

In general, our business strategy is to invest primarily in properties used by tenants in the life science industry. Through our

venture investment portfolio, we also hold investments in companies that, similar to our tenant base, are concentrated in the life science

industry. Our business could be adversely affected if the life science industry is impacted by an economic, financial, or banking crisis, or

if these industries migrate from the U.S. to other countries. Because of our industry focus, events within this industry may have a more

pronounced effect on our results of operations and ability to make distributions to our stockholders than if we had more diversified

tenants and investments. Also, some of our properties may be better suited for a particular life science industry tenant and could require

significant modification before we are able to re-lease space to a tenant that does not operate in one of these industries. Generally, our

properties may not be suitable for lease to traditional office tenants without significant expenditures on renovations.

Our ability to negotiate contractual rent escalations on future leases and to achieve increases in rental rates will depend upon

market conditions and the demand for laboratory space at the time the leases are negotiated and the increases are proposed.

It is common for businesses in the life science industry to undergo mergers, acquisitions, or other consolidations. Mergers,

acquisitions, or consolidations of life science entities in the future could reduce the RSF requirements of our tenants and prospective

tenants, which may adversely impact the demand for laboratory space, our future revenue from lease payments, and our results of

operations.

It is also possible that our tenants or venture investments within these industries may be adversely affected by crises involving

financial institutions with which they have business relationships. On March 10, 2023, Silicon Valley Bank (“SVB”), the 16th largest bank

in the U.S. at the time and headquartered in California, was closed by the California Department of Financial Protection and Innovation,

which appointed the FDIC as receiver. SVB was a provider of commercial and private banking products and services to industries

including life science, technology, and healthcare. SVB is now a division of First Citizens Bank. Additionally, on March 12, 2023, the

New York State Department of Financial Services announced that it had closed New York-based Signature Bank and appointed the

FDIC as a receiver, and on May 1, 2023, regulators seized control of First Republic Bank and sold the majority of its assets and

deposits to JPMorgan Chase.

Although we did not have bank accounts, loans to or from, or investments in any venture funds led by SVB or any other

recently failed financial institution, some of our tenants and venture investments may have banking or other business relationships with

such entities. Despite protections by the U.S. Federal Reserve, the FDIC, and the Treasury, if our tenants or venture investments are

unable to access cash or other capital from these institutions or any other financial institution that might fail in the future, their liquidity,

ability to meet operating expense obligations, and financial performance may be adversely affected. Accordingly, such tenants may be

unable to pay us rent, or our venture investments may decline in value, which may negatively impact our financial results.

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Some of our current or future tenants may also include technology companies in their startup or growth phases of their life

cycle. Fluctuations in market confidence in these companies or adverse changes in economic, financial, or banking conditions, such as

the failure of financial institutions, including the events discussed above, may have a disproportionate effect on the operations of such

companies. Deterioration of our tenants’ financial condition may result in our inability to collect lease payments from them and therefore

may negatively impact our operating results.

Our results of operations depend on our tenants’ research and development efforts and their ability to obtain funding

for these efforts.

Our tenant base includes entities in the pharmaceutical, biotechnology, medical device, life science, and related industries;

academic institutions; government institutions; and private foundations. Our tenants determine their research and development budgets

based on several factors, including the need to develop new products, the availability of government and other funding, competition,

and the general availability of resources. Our investments through our venture investment portfolio are also in companies that, similar to

our tenant base, are concentrated in the life science industry.

Research and development budgets fluctuate due to changes in available resources, research priorities, general economic

conditions, institutional and government budgetary limitations, and mergers and consolidations of entities. Our business could be

adversely impacted by a significant decrease in research and development expenditures by our tenants, our venture investment

portfolio companies, or the life science industry.

Our tenants also include research institutions whose funding is largely dependent on grants from government agencies, such

as the NIH, the National Science Foundation, and similar agencies or organizations. U.S. government funding of research and

development is subject to the political process, which is often unpredictable. Other programs, such as Homeland Security or defense,

could be viewed by the government as higher priorities. Additionally, proposals to reduce or eliminate budgetary deficits have

sometimes included reduced allocations to the NIH and other U.S. government agencies that fund research and development

activities. Additionally, the inability of the U.S. Congress to enact a budget for a fiscal year or the occurrence of partial or complete U.S.

federal government shutdowns may result in temporary closures of agencies such as the FDA or NIH, which could adversely affect

business operations of our tenants that are dependent on government approvals and appropriations. Any shift away from funding of

research and development or delays surrounding the approval of government budget proposals may adversely impact our tenants’

operations, which in turn may impact their demand for life science/laboratory space and their ability to make lease payments to us and

thus adversely impact our results of operations.

Our life science industry tenants and venture investment portfolio companies are subject to a number of risks unique

to their industry, including (i) changes in technology, patent expiration, and intellectual property rights and protection,

(ii) high levels of regulation, (iii) failures in the safety and efficacy of their products, and (iv) significant funding requirements

for product research and development. These risks may adversely affect our tenants’ ability to make rental payments or

satisfy their other lease obligations to us or may impact our venture investment portfolio companies’ value and consequently

may materially adversely affect our business, results of operations, financial condition, and stock price.

Changes in technology, patent expiration, and intellectual property rights and protection

• Our tenants and venture investment portfolio companies develop and sell products and services in an industry that is

characterized by rapid and significant technological changes, frequent new product and service introductions and

enhancements, evolving industry standards, and uncertainty over the implementation of new healthcare reform legislation,

which may cause them to lose competitive positions and adversely affect their operations.

• Many of our tenants and venture investment portfolio companies, and their licensors, require patent, copyright, or trade

secret protection and/or rights to use third-party intellectual property to develop, make, market, and sell their products and

technologies. A tenant or venture investment portfolio company may be unable to commercialize its products or

technologies if patents covering such products or technologies are not issued or are successfully challenged, narrowed,

invalidated, or circumvented by third parties. Additionally, a third party may own intellectual property that limits a tenant’s

or venture investment portfolio company’s ability to bring to market its product or technology without securing a license or

other rights to use the third-party intellectual property, which may require the tenant to pay an upfront fee or royalty.

Failure to obtain these rights from third parties may make it challenging or impossible for a tenant or venture investment

portfolio company to develop and commercialize its products or technologies, which could adversely affect its competitive

position and operations.

• Many of our tenants and venture investment portfolio companies depend upon patents to provide exclusive marketing

rights for their products. As their product patents expire, competitors may be able to legally produce and market products

similar to the products of our tenants or venture investment portfolio companies, which could have a material adverse

effect on their sales and results of operations.

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High levels of regulation

• Some of our life science industry tenants and venture investment portfolio companies develop and manufacture products

that require regulatory approval, including approval from the FDA, prior to being manufactured, marketed, sold, and used.

The regulatory approval process to manufacture and market drugs is costly, typically takes many years, requires validation

through clinical trials and the use of substantial resources, and is often unpredictable. A tenant or venture investment

portfolio company may fail to obtain or may experience significant delays in obtaining these approvals. Even if the tenant

or venture investment portfolio company obtains regulatory approvals, marketed products will be subject to ongoing

regulatory review and potential loss of approvals.

• The ability of some of our life science industry tenants and venture investment portfolio companies to commercialize any

future products successfully will depend in part on the coverage and reimbursement levels set by government authorities,

private health insurers, and other third-party payors. Additionally, reimbursements may decrease in the future.

Failures in the safety and efficacy of their products

• Some of our life science industry tenants and venture investment portfolio companies may find that their potential products

are not effective, or are even harmful, when tested in humans.

• Some of our life science industry tenants and venture investment portfolio companies depend upon the commercial

success of certain products. Even if a product developed by a life science industry tenant or venture investment portfolio

company is proven safe and effective in human clinical trials, and the requisite regulatory approvals are obtained,

subsequent discovery of safety issues with these products could cause product liability events, additional regulatory

scrutiny and requirements for additional labeling, loss of approval, withdrawal of products from the market, and the

imposition of fines or criminal penalties.

• A product developed, manufactured, marketed, or sold by a life science industry tenant or venture investment portfolio

company may not be well accepted by doctors and patients, or may be less effective or accepted than a competitor’s

product.

• The negative results of safety signals arising from the clinical trials of the competitors of our life science industry tenants

or venture investment portfolio companies may prompt regulatory agencies to take actions that may adversely affect the

clinical trials or products of our tenants or venture investment portfolio companies.

Significant funding requirements for product research and development

• Some of our life science industry tenants and venture investment portfolio companies require significant funding to

develop and commercialize their products and technologies, which must be obtained from venture capital firms; private

investors; public markets; other companies in the life science industry; or federal, state, and local governments. Such

funding may become unavailable or difficult to obtain. The ability of each tenant or venture investment portfolio company

to raise capital will depend on its financial and operating condition, viability of its products and technology, and the overall

condition of the financial, banking, and economic environment, as well as government budget policies.

• Even with sufficient funding, some of our life science industry tenants or venture investment portfolio companies may not

be able to discover or identify potential drug targets in humans, or potential drugs for use in humans, or to create tools or

technologies that are commercially useful in the discovery or identification of potential drug targets or drugs.

• Some of our life science industry tenants or venture investment portfolio companies may not be able to successfully

manufacture their products economically, even if such products are proven through human clinical trials to be safe and

effective in humans.

• Marketed products also face commercialization risk, and some of our life science industry tenants and venture investment

portfolio companies may never realize projected levels of product utilization or revenues.

• Negative news regarding the products, the clinical trials, or other business developments of our life science industry

tenants or venture investment portfolio companies may cause their stock price or credit profile to deteriorate.

We cannot assure our stockholders that our life science industry tenants or venture investment portfolio companies will be able

to develop, manufacture, market, or sell their products and technologies due to the risks inherent in the life science industry. Any life

science industry tenant or venture investment portfolio company that is unable to avoid, or sufficiently mitigate, the risks described

above may have difficulty making rental payments or satisfying its other lease obligations to us or may have difficulty maintaining the

value of our investment. Such risks may also decrease the credit quality of our life science industry tenants and venture investment

portfolio companies or cause us to expend more funds and resources on the space leased by these tenants than we originally

anticipated. The increased burden on our resources due to adverse developments relating to our life science industry tenants may

cause us to achieve lower-than-expected yields on the space leased by these tenants. Negative news relating to our more significant

life science industry tenants and venture investment portfolio companies may also adversely impact our stock price.

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Our agtech industry tenants and venture investment portfolio companies are subject to a number of risks unique to

their industry, including (i) uncertain regulatory environment, (ii) seasonality in business, (iii) unavailability of transportation

mechanisms for carrying products and raw materials, (iv) changes in costs or constraints on supplies or energy used in

operations, (v) strikes or labor slowdowns or labor contract negotiations, and (vi) rapid technological changes in agriculture.

These risks may adversely affect our tenants’ ability to make rental payments or satisfy their other lease obligations to us or

may impact our venture investment portfolio companies’ value, which consequently may materially adversely affect our

business, results of operations, financial condition, and stock price.

Uncertain regulatory environment

• Laws and regulations governing the Internet, e-commerce, electronic devices, and other services and products developed

by the agtech industry continue to evolve. Existing and future laws and regulations and the halting of operations at certain

agencies resulting from partial or complete U.S. federal government shutdowns may impede the growth of our agtech

industry tenants and venture investment portfolio companies. These laws and regulations may cover, among other areas,

taxation, privacy, data protection, pricing, content, copyrights, distribution, mobile communications, business licensing,

and consumer protection.

Seasonality in business

• Our agtech industry tenants’ and venture investment portfolio companies’ businesses may fluctuate from time to time due

to seasonal weather conditions and other factors out of their control, affecting products and services our agtech industry

tenants and venture investment portfolio companies offer.

Unavailability of transportation mechanisms for carrying products and raw materials

• Some of our agtech industry tenants’ and venture investment portfolio companies’ businesses depend on transportation

services to deliver their products or to deliver raw materials to their clients. If transportation service providers are

unavailable or fail to deliver our agtech industry tenants’ or venture investment portfolio companies’ products in a timely

manner, they may be unable to manufacture and deliver their services and products on a timely basis.

Changes in costs or constraints on supplies or energy used in operations

• Similarly, if fuel or other energy prices increase, it may increase transportation costs, which could affect our agtech

industry tenants’ and venture investment portfolio companies’ businesses.

Strikes or labor slowdowns or labor contract negotiations

• Our agtech industry tenants and venture investment portfolio companies may face labor strikes, work slowdowns, labor

contract negotiations, or other job actions from their employees or third-party contractors. In the event of a strike, work

slowdown, or other similar labor unrest, our agtech industry tenants or venture investment portfolio companies may not

have the ability to adequately staff their businesses, which could have an adverse effect on their operations and revenue.

Rapid technological changes in agriculture

• The agtech industry is characterized by regular new product and service introductions, and the emergence of new industry

standards and practices. A failure to respond in a timely manner to these market conditions could materially impair the

operations of our agtech industry tenants and venture investment portfolio companies.

• Technological advances in agriculture could decrease the demand for crop nutrients, energy, and other crop input

products and services our agtech industry tenants and venture investment portfolio companies provide. Genetically

engineered crops that resist disease and insects could affect the demand for certain of our tenants’ or venture investment

portfolio companies’ products. Demand for fuel could decline as technology allows for more efficient usage of equipment.

We cannot assure our stockholders that our agtech industry tenants and venture investment portfolio companies will be able to

develop, produce, market, or sell their products and services due to the risks inherent in the agtech industry. Any agtech industry tenant

or venture investment portfolio company that is unable to avoid, or sufficiently mitigate, the risks described above may have difficulty

making rental payments or satisfying its other lease obligations to us. Such risks may also decrease the credit quality of our agtech

industry tenants or venture investment portfolio companies or cause us to expend more funds and resources on the space leased by

these tenants than we originally anticipated. The increased burden on our resources due to adverse developments relating to our

agtech industry tenants may cause us to achieve lower-than-expected yields on the space leased by these tenants. Unfavorable news

relating to our more significant agtech industry tenants and venture investment portfolio companies may also adversely impact our stock

price.

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Our technology industry tenants and venture investment portfolio companies are subject to a number of risks unique

to their industry, including (i) an uncertain regulatory environment, (ii) rapid technological changes, (iii) a dependency on the

maintenance and security of the Internet infrastructure, (iv) significant funding requirements for product research and

development and sales growth, and (v) inadequate intellectual property protections. These risks may adversely affect our

tenants’ ability to make rental payments to us or satisfy their other lease obligations or may impact our venture investment

portfolio companies’ value, which consequently may materially adversely affect our business, results of operations, financial

condition, and stock price.

Uncertain regulatory environment

• Laws and regulations governing the Internet, e-commerce, electronic devices, and other services continue to evolve.

Existing and future laws and regulations and the halting of operations at certain agencies resulting from partial or

complete U.S. federal government shutdowns may impede the growth of our technology industry tenants and venture

investment portfolio companies. These laws and regulations may cover, among other areas, taxation, worker

classification, privacy, data protection, pricing, content, copyrights, distribution, mobile communications, business

licensing, and consumer protection.

Rapid technological changes

• The technology industry is characterized by rapid changes in customer requirements and preferences, frequent new

product and service introductions, and the emergence of new industry standards and practices. A failure to respond in a

timely manner to these market conditions could materially impair the operations of our technology industry tenants and

venture investment portfolio companies.

Dependency on the maintenance and security of the Internet infrastructure

• Some of our technology industry tenants and venture investment portfolio companies depend on continued and

unimpeded access to the Internet by users of their products and services, as well as access to mobile networks. Internet

service providers and mobile network operators may be able to block, degrade, or charge additional fees to these tenants,

venture investment portfolio companies, or users of their products and services.

• The Internet has experienced, and is likely to continue to experience, outages and other delays. These outages and

delays, as well as problems caused by cyberattacks and computer malware, viruses, worms, and similar programs, may

materially affect the ability of our technology industry tenants and venture investment portfolio companies to conduct

business.

• Reliance on a limited number of cloud provider vendors may result in detrimental impacts on or halts of operations during

instances of network outages or interruptions.

• Security breaches or network attacks may delay or interrupt the services provided by our technology industry tenants and

venture investment portfolio companies and could harm their reputations or subject them to significant liability.

Significant funding requirements for product research and development and sales growth

• Some of our technology industry tenants and venture investment portfolio companies require significant funding to

develop and commercialize their products and technologies, which must be obtained from venture capital firms; private

investors; public markets; companies in the technology industry; or federal, state, and local governments. Such funding

may become unavailable or difficult to obtain. The ability of each tenant or venture investment portfolio company to raise

capital will depend on its financial and operating condition, viability of their products, and the overall condition of the

financial, banking, governmental budget policies, and economic environment.

• Even with sufficient funding, some of our technology industry tenants and venture investment portfolio companies may not

be able to discover or identify potential customers or to create tools or technologies that are commercially useful.

• Some of our technology industry tenants and venture investment portfolio companies may not be able to successfully

manufacture their products economically.

• Marketed products also face commercialization risk, and some of our technology industry tenants and venture investment

portfolio companies may never realize projected levels of product utilization or revenues.

• Unfavorable news regarding the products or other business developments of our technology industry tenants or venture

investment portfolio companies may cause their stock price or credit profile to deteriorate.

Inadequate intellectual property protections

• The products and services provided by some of our technology industry tenants and venture investment portfolio

companies are subject to the threat of piracy and unauthorized copying, and inadequate intellectual property laws and

other inadequate protections could prevent them from enforcing or defending their proprietary technologies. These tenants

and venture investment portfolio companies may also face legal risks arising out of user-generated content.

• Trademark, copyright, patent, domain name, trade dress, and trade secret protection is very expensive to maintain and

may require our technology industry tenants and venture investment portfolio companies to incur significant costs to

protect their intellectual property rights.

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We cannot assure our stockholders that our technology industry tenants and venture investment portfolio companies will be

able to develop, manufacture, market, or sell their products and services due to the risks inherent in the technology industry. Any

technology industry tenant or venture investment portfolio company that is unable to avoid, or sufficiently mitigate, the risks described

above may have difficulty making rental payments or satisfying its other lease obligations to us or may have difficulty maintaining the

value of our investment. Such risks may also decrease the credit quality of our technology industry tenants or venture investment

portfolio companies or cause us to expend more funds and resources on the space leased by these tenants than we originally

anticipated. The increased burden on our resources due to adverse developments relating to our technology industry tenants may

cause us to achieve lower-than-expected yields on the space leased by these tenants. Unfavorable news relating to our more

significant technology industry tenants and venture investment portfolio companies may also adversely impact our stock price.

The companies in which we invest through our non-real estate venture investment portfolio expose us to risks similar

to those of our tenant base and additional risks inherent in venture capital investing, which could materially affect our

reported asset and liability values and earnings and may materially and adversely affect our reported results of operations.

Through our strategic venture investment portfolio, we hold investments in companies that, similar to our tenant base, are

concentrated in the life science industry. The venture investment portfolio companies in which we invest are accordingly subject to risks

similar to those posed by our tenant base, including those disclosed in this annual report on Form 10-K. In addition, the companies in

which we invest through our venture investment portfolio are subject to the risks inherent in venture capital investing and may be

adversely affected by external factors beyond our control and other risks, including, but not limited to, the following:

• Risks inherent in venture capital investing, which typically focuses on small early-stage companies with unproven

technologies and limited access to capital and is therefore generally considered more speculative than investment in

larger, more established companies.

• Market disruption and volatility, which may adversely affect the value of the companies in which we hold equity

investments and, in turn, our ability to realize gains upon sales of these investments.

• Disruptions, uncertainty, or volatility in the capital markets and global economy, which may impact the ability of the

companies in which we invest to raise additional capital or access capital from venture capital investors or financial

institutions on favorable terms.

• Liquidity of the companies in which we invest, which may (i) impede our ability to realize the value at which these

investments are carried if we are required to dispose of them, (ii) make it difficult for us to sell these investments on a

timely basis, and (iii) impair the value of such investments.

• Changes in the political climate, potential reforms and changes to government negotiation and regulation, the effect of

healthcare reform legislation, including those that may limit pricing of pharmaceutical products and drugs, market prices

and conditions, prospects for favorable or unfavorable clinical trial results, new product initiatives, the manufacturing and

distribution of new products, product safety and efficacy issues, and new collaborative agreements, all of which may affect

the valuation, funding opportunities, business operations, and financial results of the companies in which we invest.

• Changes in U.S. federal government organizations or other agencies, including changes in policy, regulations, budgeting,

retention of key leadership and other personnel, administration of drug approvals or restrictions on drug product or service

development or commercialization, or a partial or complete future government shutdown resulting in temporary closures of

agencies such as the FDA and SEC, could adversely affect the companies in which we invest, including delays in the

commercialization of such companies’ products, decreased funding of research and development in the life science

industry, or delays surrounding approval of budget proposals for any in this industry.

• Impacts or changes in business for any reason, including diversion of healthcare resources away from clinical trials,

delays, or difficulties enrolling patients or maintaining scheduled appointments in clinical trials, interruptions, and delays in

laboratory research due to the reduction in employee resources stemming from social distancing requirements and the

desire of employees to avoid contact with people, insufficient inventory of supplies and reagents necessary for laboratory

research due to interruptions in supply chain, delays or difficulties obtaining clinical site locations or engaging clinical site

staff, interruptions on clinical site monitoring due to travel restrictions, delays in interacting with or receiving approval from

regulatory agencies in connection with research activities or clinical trials, and disruptions to manufacturing facilities and

supply lines.

• Reduction in revenue or revenue growth, deterioration in the global economy, or other reasons, may impair the value of

the companies in which we hold equity investments or impede their ability to raise additional capital.

• Seasonal weather conditions, changes in availability of transportation or labor, and other related factors may affect the

products and services or the availability of the products and services of the companies in which we invest in the agtech

sector.

Many of the factors listed above are beyond our control and, if the venture investment portfolio companies are adversely

affected by any of the foregoing, could materially affect our reported asset and liability values and earnings and may materially and

adversely affect our reported results of operations. The occurrence of any of these adverse events could cause the market price of

shares of our common stock to decline regardless of the performance of our primary real estate business.

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Market and other external factors may adversely impact the valuation of our non-real estate equity investments.

We hold equity investments in certain publicly traded companies, limited partnerships, and privately held entities primarily

involved in the life science industry through our venture investment portfolio. The valuation of these investments is affected by many

external factors beyond our control, including, but not limited to, market prices, market conditions, the effect of healthcare reform

legislation, prospects for favorable or unfavorable clinical trial results, new product initiatives, the manufacturing and distribution of new

products, product safety and efficacy issues, and new collaborative agreements. In addition, partial or complete future government

shutdowns that may result in temporary closures of agencies such as the FDA and SEC may adversely affect the processing of initial

public offerings, business operations, financial results, and funding for projects of the companies in which we hold equity investments.

Unfavorable developments with respect to any of these factors may have an adverse impact on the valuation of our equity investments.

Market and other external factors may negatively impact the liquidity of our non-real estate equity investments.

We make and hold investments in privately held life science companies through our venture investment portfolio. These

investments may be illiquid, which could impede our ability to realize the value at which these investments are carried if we are required

to dispose of them. The lack of liquidity of these investments may make it difficult for us to sell these investments on a timely basis and

may impair the value of these investments. If we are required to liquidate all or a portion of these investments quickly, we may realize

significantly less than the amounts at which we had previously valued these investments.

Government factors

Negative impact on economic growth resulting from the combination of federal income tax policy, debt policy, and

government spending may adversely affect our results of operations.

Global macroeconomic conditions affect our and our tenants’ businesses. Instability in the banking and government sectors of

the U.S. and/or the negative impact on economic growth resulting from the combination of government tax policy, debt policy, and

government spending, may have an adverse effect on the overall economic growth and our future revenue growth and profitability.

Volatile, negative, or uncertain economic conditions could undermine business confidence in our significant markets or in other markets

and cause our tenants to reduce or defer their spending, which would negatively affect our business. Growth in the markets we serve

could be at a slow rate or could stagnate or contract in each case for an extended period of time. Differing economic conditions and

patterns of economic growth and contraction in the geographic regions in which we operate and the industries we serve may in the

future affect demand for our services. Our revenues and profitability are derived from our tenants in North America, some of which

derive significant revenues from their international operations. Ongoing economic volatility and uncertainty affects our business in a

number of other ways, including making it more difficult to accurately forecast client demand beyond the short term and to effectively

build our revenue and spending plans. Economic volatility and uncertainty are particularly challenging because it may take some time

for the effects and resulting changes in demand patterns to manifest themselves in our business and results of operations. Changing

demand patterns from economic volatility and uncertainty could have a significant negative impact on our results of operations. These

risks may impact our overall liquidity, our borrowing costs, or the market price of our common stock.

Changes to the U.S. tax laws and implementation of new tax policies could have a significant negative impact on the

overall economy, our tenants, and our business.

Changes to U.S. tax laws that may be enacted in the future, including changes that may be introduced from time to time as a

result of a change in administration of the U.S. government, could negatively impact the overall economy, government revenues, the

real estate industry, our tenants, and us, in ways that cannot be reliably predicted. There can be no assurance that future changes to

the U.S. tax laws or regulatory changes will not be proposed or enacted that could impact our business and financial results. The REIT

rules are regularly under review by persons involved in the legislative process and by the IRS and the U.S. Treasury Department, which

may result in revisions to regulations and interpretations in addition to statutory changes. If enacted, certain of such changes could have

an adverse impact on our business and financial results.

Furthermore, the incoming administration of President Trump has included as part of its agenda a potential reform of U.S. tax

laws. The details of the potential reform have not yet emerged, but during his 2024 presidential campaign, President Trump outlined

several intended reforms, including reducing the corporate tax rate for domestic oil and gas production, repealing green energy tax

credits, extending certain provisions of the Tax Cuts and Jobs Act of 2017 (“TCJA”), and imposing new tariffs. Many political and

economic commentators believe that the combined impact of extending certain tax benefits pursuant to the TCJA and the

implementation of new tariffs could potentially lead to increases in the U.S. deficit, inflation, and interest rates, all of which could

contribute to increases in market interest rates and a decrease in U.S. economic growth with a possibility of a recession. However, we

cannot predict whether, when, or to what extent these new regulations or rulings will be issued, nor the long-term impact of the

proposed tax reforms on the real estate industry. Current and prospective investors should consult their tax advisors regarding the effect

of potential changes to the U.S. federal tax laws on an investment in our shares.

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Actual and anticipated changes to the regulations of the healthcare system may have a negative impact on the

pricing of drugs, the cost of healthcare coverage, and the reimbursement of healthcare services and products.

The FDA and comparable agencies in other jurisdictions directly regulate many critical activities of life science, technology, and

healthcare industries, including the conduct of preclinical and clinical studies, product manufacturing, advertising and promotion,

product distribution, adverse event reporting, and product risk management. In both domestic and foreign markets, sales of products

depend in part on the availability and amount of reimbursement by third-party payors, including governments and private health plans.

Governments may regulate coverage, reimbursement, and pricing of products to control cost or affect utilization of products. Private

health plans may also seek to manage cost and utilization by implementing coverage and reimbursement limitations. Substantial

uncertainty exists regarding the reimbursement by third-party payors of newly approved healthcare products. The U.S. and foreign

governments regularly consider reform measures that affect healthcare coverage and costs. Such reforms may include changes to the

coverage and reimbursement of healthcare services and products. In particular, there have been judicial and congressional challenges

to the Patient Protection and Affordable Care Act of 2010, as amended by the Health Care and Education Reconciliation Act

(collectively, the “ACA”), which could have an impact on coverage and reimbursement for healthcare terms and services covered by

plans authorized by the ACA. During 2017 several attempts were made to amend the ACA; however, no amendment proposal gained

the 50-vote support from the U.S. Senate needed to pass a repeal bill. As a result, in October 2017, then President Trump issued

an executive order, “Promoting Healthcare Choice and Competition Across the United States,” which the Biden administration repealed

in January 2021. Since winning reelection in November 2024, President Trump has stated that he has “concepts of a plan” to repeal or

reform the ACA, but further details have not yet been publicly disclosed. It is unclear how these healthcare reform measures of the

Trump administration or other efforts, if any, to challenge, repeal, or replace the ACA will impact our business. It is also unknown what

other changes will be implemented through the U.S. Congress or future executive orders and how these would impact our tenants.

Government and other regulatory oversight and future regulatory and government interference with the healthcare systems may

adversely impact our tenants’ businesses and our business.

U.S. government tenants may not receive anticipated appropriations, which could hinder their ability to pay us.

U.S. government tenants are subject to government funding. If one or more of our U.S. government tenants fail to receive

anticipated appropriations, we may not be able to collect rental amounts due to us. A significant reduction in federal government

spending, particularly a sudden decrease due to tax reform or a sequestration process, which has occurred in recent years and may

occur again in the coming years, could also adversely affect the ability of these tenants to fulfill lease obligations or decrease the

likelihood that they will renew their leases with us. In addition, budgetary pressures have resulted in, and may continue to result in,

reduced allocations to government agencies that fund research and development activities, such as the NIH. For example, the NIH

budget has been, and may continue to be, significantly impacted by the sequestration provisions of the Budget Control Act of 2011,

which became effective on March 1, 2013. Past proposals to reduce budget deficits have included reduced NIH and other research and

development budgets. Any shift away from the funding of research and development or delays surrounding the approval of government

budget proposals may cause our tenants to default on rental payments or delay or forgo leasing our rental space, which could adversely

affect our business, financial condition, or results of operations. Additionally, the inability of the U.S. Congress to enact a budget for a

future fiscal year or the occurrence of partial or complete U.S. federal government shutdowns could adversely impact demand for our

services by limiting federal funding available to our tenants and their customers. In addition, defaults under leases with U.S. government

tenants are governed by federal statute and not by state eviction or rent deficiency laws. As of December 31, 2024, leases with U.S.

government tenants at our properties accounted for approximately 1.4% of our aggregate annual rental revenue in effect as of

December 31, 2024.

Some of our tenants may be subject to increasing government price controls and other healthcare cost-containment

measures.

Government healthcare cost-containment measures can significantly affect our tenants’ revenue and profitability. In many

countries outside the U.S., government agencies strictly control, directly or indirectly, the prices at which our pharmaceutical industry

tenants’ products are sold. In a number of European Union (“EU”) member states, the pricing and/or reimbursement of prescription

pharmaceuticals are subject to governmental control, and legislators, policymakers, and healthcare insurance funds continue to

propose and implement cost-containing measures to keep healthcare costs down, due in part to the attention being paid to healthcare

cost containment and other austerity measures in the EU. In the U.S., our pharmaceutical industry tenants are subject to substantial

pricing pressures from state Medicaid programs, private insurance programs, and pharmacy benefit managers. In addition, many state

legislative proposals could further negatively affect pricing and/or reimbursement for our pharmaceutical industry tenants’ products.

Also, the pricing environment for pharmaceuticals continues to be in the political spotlight in the U.S. Pharmaceutical and medical

device product pricing is subject to enhanced government and public scrutiny and calls for reform. Some states have implemented, and

other states are considering implementing, pharmaceutical price controls or patient access constraints under the Medicaid program,

and some states are considering price-control regimes that would apply to broader segments of their populations who are not Medicaid

eligible. We anticipate that pricing pressures from both governments and private payors inside and outside the U.S. will become more

severe over time.

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Changes in U.S. federal government funding for the FDA, the NIH, and other government agencies could hinder their

ability to hire and retain key leadership and other personnel, properly administer drug innovation, or prevent new products

and services from being developed or commercialized by our life science industry tenants and venture investment portfolio

companies, which could negatively impact our business.

The ability of the FDA to review and approve new products can be affected by a variety of factors, including budget and

funding levels, the ability to hire and retain key personnel, and statutory, regulatory, and policy changes. Average review times at the

agency have fluctuated in recent years as a result. In addition, government funding of the NIH and other government agencies that fund

research and development activities is subject to the political process, which is inherently fluid and unpredictable.

The ability of the FDA, the NIH, and other government agencies to properly administer their functions is highly dependent on

the levels of government funding and the ability to fill key leadership appointments, among various factors. Delays in filling or replacing

key positions could significantly impact the ability of the FDA, the NIH, and other agencies to fulfill their functions and could greatly

impact healthcare and the drug industry.

However, any future government proposals to reduce or eliminate budgetary deficits may include reduced allocations to the

FDA, the NIH, and other related government agencies. These budgetary pressures may result in a reduced ability by the FDA and the

NIH to perform their respective roles and may have a related impact on academic institutions and research laboratories whose funding

is fully or partially dependent on both the level and the timing of funding from government sources. Robert F. Kennedy Jr., who has

been nominated by President Trump for Secretary of the U.S. Department of Health and Human Services, which oversees the FDA and

NIH, has previously stated his intent to downsize or restructure these agencies, including by appointing new directors to the agencies.

However, no definitive proposals have been publicly disclosed at this time, and we cannot anticipate the effect that any such

restructuring or new appointments may have on our tenants or our business.

In the event of a partial or complete government shutdown, the FDA and certain other science agencies may temporarily cease

certain operations. Furthermore, during such shutdown, the FDA may maintain only operations deemed to be essential for public health

while suspending the acceptance of new medical product applications and routine regulatory and compliance work related to medical

products, certain drugs, and foods.

Disruptions at the FDA and other agencies, such as those resulting from a restructuring of these agencies, a government

shutdown, or uncertainty from stopgap spending bills may slow the time necessary for new drugs and devices to be reviewed and/or

approved by necessary government agencies and may affect the ability of the healthcare and drug industries to deliver new products to

the market in a timely manner, which would adversely affect our tenants’ operating results and business. Interruptions to the function of

the FDA and other government agencies could adversely affect the demand for laboratory space and significantly impact our operating

results and our business.

Changes in laws and regulations that control drug pricing for government programs may adversely impact our

operating results and our business.

On August 22, 2022, the Inflation Reduction Act of 2022 was signed into law. This legislation allows, for the first time ever, the

U.S. Department of Health and Human Services to negotiate Medicare drug prices directly with manufacturers. Specifically, the law

requires manufacturers to charge a negotiated “maximum fair price” for select drugs covered by Medicare Part B and Part D or be

subject to an excise tax for noncompliance, introduces penalties for drug manufacturers that increase drug prices over the rate of

inflation, and caps additional out-of-pocket expenses for Medicare beneficiaries.

We cannot predict the ultimate impact of this legislation or the content and outcome of future potential reforms and changes

to the government’s ability to regulate and negotiate drug pricing. Changes in policy that limit prices may reduce the financial

incentives for the research and development efforts that lead to discovery and production of new therapies and solutions to life-

threatening conditions. Negative impacts of new policies could adversely affect our tenants’ and venture investment portfolio

companies’ businesses, including life science companies, which may reduce the demand for life science/laboratory space and

negatively impact our operating results and our business.

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Global factors

The outbreak of any highly infectious or contagious disease could adversely impact or cause disruption to our

financial condition and results of operations.

The effects of any future outbreak of any highly infectious or contagious disease on our (or our tenants’) ability to successfully

operate could be adversely impacted by the following factors, among others:

• The continued service and availability of personnel, including our executive officers and other leaders who are part of our

management team, and our ability to recruit, attract, and retain skilled personnel. To the extent our management or

personnel are impacted in significant numbers by the outbreak of pandemic or epidemic disease and are not available or

allowed to conduct work, our business and operating results may be negatively impacted.

• Our (or our tenants’) ability to operate, generally or in affected areas, or delays in the supply of products or services from

our vendors that are necessary for us to operate effectively.

• Our tenants’ ability to pay rent on their leases in full and timely and, to the extent necessary, our inability to restructure our

tenants’ long-term rent obligations on terms favorable to us or to timely recapture the space for re-leasing.

• Difficulty in our accessing debt and/or equity capital on attractive terms, or at all, and a severe disruption and instability in

the global financial markets, or deterioration in credit and financing conditions, which may affect our (or our tenants’)

ability to access capital necessary to fund business operations or replace or renew maturing liabilities on a timely basis

and may adversely affect the valuation of financial assets and liabilities, any of which could affect our (or our tenants’)

ability to meet liquidity and capital expenditure requirements or could have a material adverse effect on our business,

financial condition, results of operations, and cash flows.

• Complete or partial closures of, or other operational issues at, one or more of our properties resulting from government

action or directives.

• Our (or our tenants’) ability to continue or complete construction as planned for our tenants’ operations, or delays in the

supply of materials or labor necessary for construction, which may affect our (or our tenants’) ability to complete

construction or to complete it timely, our ability to prevent a lease termination, and our ability to collect rent, which may

have a material adverse effect on our business, financial condition, results of operations, and cash flows.

• The cost of implementing precautionary measures, including, but not limited to, potential additional health insurance and

labor-related costs.

• Governmental efforts (such as moratoriums on or suspensions of eviction proceedings) that may affect our ability to collect

rent or enforce remedies for the failure of our tenants to pay rent.

• Uncertainty related to whether the U.S. Congress or state legislatures will pass additional laws providing for additional

economic stimulus packages, governmental funding, or other relief programs, whether such measures will be enacted,

whether our tenants will be eligible or will apply for any such funds, whether the funds, if available, could be used by our

tenants to pay rent, and whether such funds will be sufficient to supplement our tenants’ rent and other obligations to us.

• Deterioration of global economic conditions and job losses, which may decrease demand for and occupancy levels of our

rental properties and may cause our rental rates and property values to be negatively impacted.

• Our dependence on short-term and long-term debt sources, including our unsecured senior line of credit, commercial

paper program, and unsecured senior notes, which may affect our ability to continue our investing activities and make

distributions to our stockholders.

• Declines in the valuation of our properties, which may affect our ability to dispose of assets at attractive prices or to obtain

debt financing secured by our properties and may reduce the availability of debt funding.

• Declines in the valuation of our venture investment portfolio, which may (i) impede our ability to realize the value at which

these investments are carried if we are required to dispose of them, (ii) make it difficult for us to sell these investments on

a timely basis, and (iii) impair the value of such investments.

• Refusal, failure, or delay by one or more of our lenders under our unsecured senior line of credit to fund their financing

commitment to us, which we may not be able to replace on favorable terms, or at all.

• To the extent we enter into derivative financial instruments, one or more counterparties to our derivative financial

instruments could default on their obligations to us or could fail, increasing the risk that we may not realize the benefits of

utilizing these instruments.

• Any possession taken of our properties, in whole or in part, by governmental authorities for public purposes in eminent

domain proceedings.

• Our level of insurance coverage and recovery we receive under any insurance we maintain, which may be delayed by, or

insufficient to fully offset potential/actual losses caused by any highly infectious or contagious disease.

• Any increase in insurance premiums and imposition of large deductibles.
• Our level of dependence on the Internet, as it relates to employees’ working remotely, and increases in malware

campaigns and phishing attacks preying on the uncertainties surrounding any highly infectious or contagious disease,

which may increase our vulnerability to cyberattacks.

• Our ability to ensure business continuity in the event our continuity of operations plan is not effective or is improperly

implemented or deployed during a disruption.

• Our ability to operate, which may cause our business and operating results to decline or may impact our ability to comply

with regulatory obligations and may lead to reputational harm and regulatory issues or fines.

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The rapid spread, development, and fluidity of a highly infectious or contagious disease may result in significant disruption of

the global financial market and labor markets and may lead to a deterioration of economic conditions, an economic downturn, and/or a

recession at a global scale, which could materially affect our (or our tenants’) performance, financial condition, results of operations,

and cash flows.

The outbreak or spread of any highly infectious or contagious disease could adversely impact or cause disruption to

our tenants’ financial condition and results of operations, which may adversely impact our ability to generate income

sufficient to meet operating expenses or generate income and capital appreciation.

Our tenants, many of which conduct business in the life science industry, may incur significant costs or losses responding to

any highly infectious or contagious disease, lose business due to interruption in their operations, or incur other liabilities related to

shelter-in-place orders, quarantines, infection, or other related factors. Tenants that experience deteriorating financial conditions as a

result of the outbreak or spread of such disease may be unwilling or unable to pay rent in full or timely due to bankruptcy, lack of

liquidity, lack of funding, operational failures, or other reasons. Our tenants’ defaults and delayed or partial rental payments could

adversely impact our rental revenues and operating results.

The negative effects of any highly infectious or contagious disease on our tenants in the life science industry may include, but

are not limited to:

• Delays or difficulties in enrolling patients or maintaining scheduled study visits in clinical trials;
• Delays or difficulties in clinical site initiation, including difficulties in recruiting clinical site investigators and staff;
• Diversion of healthcare resources away from clinical trials, including the diversion of hospitals serving as our tenants’

clinical trial sites and hospital staff supporting the conduct of our tenants’ clinical trials;

• Interruptions of key clinical trial or other research activities, such as clinical trial site monitoring, due to limitations on travel

imposed or recommended by federal or state governments, employers, and others;

• Limitations in employee resources that would otherwise be focused on our tenants’ research, business, or clinical trials,

including because of sickness of employees or their families, the desire of employees to avoid contact with large groups of

people, or as a result of the governmental imposition of shelter-in-place or similar working restrictions;

• Interruptions in supply chain, manufacturing, and global shipping, or other delays that may affect the transport of materials

necessary for our tenants’ research, clinical trials, or manufacturing activities;

• Reduction in revenue projections for our tenants’ products due to the prioritization of the treatment of affected patients

over other treatments, such as specialty and elective procedures;

• Delays in necessary interactions with ethics committees, regulators, and other important agencies and contractors due to

limitations in employee resources or forced furlough of government employees;

• Delays in receiving approval from regulatory authorities to initiate planned clinical trials or research activities;
• Delays in commercialization of our tenants’ products and approval by government authorities (such as the FDA and the

federal and state Emergency Management Agencies) of our tenants’ products caused by disruptions, funding shortages,

or health concerns, as well as by the prioritization by the FDA of the review and approvals of diagnostics, therapeutics,

and vaccines that are related to an outbreak;

• Difficulty in retaining staff or rehiring staff in connection with layoffs caused by deteriorating global market conditions;
• Changes in local regulations as part of a response to an outbreak or spread that may require our tenants to change the

ways in which their clinical trials are conducted, which may result in unexpected costs or the discontinuation of the clinical

trials altogether;

• Refusal or reluctance of the FDA to accept data from clinical trials in affected geographies outside the U.S.;
• Diminishing public trust in healthcare facilities or other facilities that are treating (or have treated) patients affected by

contagious diseases; and

• Inability to access capital on terms favorable to our tenants because of changes in company valuation and/or investor

appetite due to a general downturn in economic and financial conditions and the volatility of the market.

The negative effects of any highly infectious or contagious disease on our tenants in the agtech industry may include:

• Reduction in productive capacity and profitability because of decreased labor availability due, for example, to government

restrictions, the inability of employees to report to work, or collective bargaining efforts;

• Potential contract cancellations, project reductions, and reduction in demand for our tenants’ products due to the adverse

effect on business confidence and consumer sentiments and the general downturn in economic conditions;

• Disruption of the logistics necessary to import, export, and deliver products to target companies and their customers due

to ports and other channels of entry being closed or operating at only a portion of capacity;

• Disruptions to manufacturing facilities and supply lines; and
• Inability to access capital on terms favorable to our tenants because of changes in company valuation and/or investor

appetite due to a general downturn in economic and financial conditions and the volatility of the market.

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The negative effects of any highly infectious or contagious disease on our tenants in the technology industry may include:

• Reduction in staff productivity due to business closures, alternative working arrangements, or illness of staff and/or illness

in the family;

• Reduction in sales of our tenants’ services and products, longer sales cycles, reduction in subscription duration and value,

slower adoption of new technologies, and increase in price competition due to economic uncertainties and downturns;

• Disruptions to our tenants’ supply chain, manufacturing vendors, or logistics providers of products or services;
• Limitations on business and marketing activities due to travel restrictions, virtualization, or cancellation of related events;
• Adverse impact on customer relationships and our ability to recognize revenues due to our tenants’ inability to access their

clients’ sites for implementation and on-site consulting services;

• Inability to recruit and develop highly skilled employees with appropriate qualifications, to conduct background checks on

potential employees, and to provide necessary equipment and training to new and existing employees;

• Network infrastructure and technology system failures of our tenants, or of third-party services used by our tenants, which

may result in system interruptions, reputational harm, loss of intellectual property, delays in product development, lengthy

interruptions in services, breaches of data security, and loss of critical data;

• Higher employment compensation costs that may not be offset by improved productivity or increased sales; and
• Inability to access capital on terms favorable to our tenants because of changes in company valuation and/or investor

appetite due to a general downturn in of economic and financial conditions and the volatility of the market.

The potential impact of any highly infectious or contagious disease with respect to our tenants or our properties is difficult to

predict and could have a material adverse impact on our tenants’ operations and, in turn, on our revenues, business, and results of

operations, as well as the value of our stock. Any highly infectious or contagious disease may directly or indirectly cause the realization

of any of the other risk factors included in this annual report on Form 10-K.

Other factors

We may incur significant costs if we fail to comply with laws or if laws change.

Our properties are subject to many federal, state, and local regulatory requirements and to state and local fire, life-safety,

environmental, and other requirements. If we do not comply with all of these requirements, we may have to pay fines to government

authorities or damage awards to private litigants or temporarily halt operations due to injunctions. We do not know whether these

requirements will change or whether new requirements will be imposed. Changes in these regulatory requirements could require us to

make significant unanticipated expenditures. These expenditures could have an adverse effect on us and our ability to make

distributions to our stockholders.

For example, the California Safe Drinking Water and Toxic Enforcement Act, also referred to as Proposition 65, requires “clear

and reasonable” warnings be given to persons who are exposed to chemicals known to the State of California to cause cancer or

reproductive toxicity. We believe that we comply with Proposition 65 requirements; however, there can be no assurance that we will not

be adversely affected by litigation or regulatory enforcement relating to Proposition 65. In addition, there can be no assurance that the

costs of compliance with new environmental laws and regulations will not be significant or will not adversely affect our ability to meet our

financial expectations, our financial condition, results of operations, and cash flows.

We may incur significant costs in complying with the Americans with Disabilities Act and similar laws.

Under the ADA, places of public accommodation and/or commercial facilities must meet federal requirements related to access

and use by disabled persons. We may be required to make substantial capital expenditures at our properties to comply with this law. In

addition, non-compliance could result in the imposition of fines or an award of damages to private litigants.

A number of additional federal, state, and local laws and regulations exist regarding access to properties by disabled persons.

These regulations may require modifications to our properties or may affect future renovations. These expenditures may have an

adverse impact on overall returns on our investments.

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We face possible risks and costs associated with the effects of climate change and severe weather.

We cannot predict the rate at which climate change will progress. However, the physical effects of climate change could have a

material adverse effect on our properties, operations, and business. For example, most of our properties are located along the east and

west coasts of the U.S. To the extent that climate change impacts changes in weather patterns, our markets could experience severe

weather, including hurricanes, severe winter storms, and coastal flooding due to increases in storm intensity and rising sea levels.

Certain of our properties are also located along shorelines and may be vulnerable to coastal hazards, such as sea level rise, severe

weather patterns and storm surges, land erosion, and groundwater intrusion. Over time, these conditions could result in declining

demand for space at our properties, delays in construction, resulting in increased construction costs, or in our inability to operate the

buildings at all. Climate change and severe weather may also have indirect effects on our business by increasing the cost of, or

decreasing the availability of, property insurance on terms we find acceptable, by increasing the costs of energy, maintenance, repair of

water and/or wind damage, and snow removal at our properties.

In March 2022, the SEC released a proposed standard that would require quantitative disclosures of certain climate-related

metrics and greenhouse gas (“GHG”) emissions, including within the footnotes to our consolidated financial statements. On March 6,

2024, the SEC adopted the new standards, with the rules originally set to take effect as of May 28, 2024. These rules would have

required public companies to disclose information on (i) climate-related financial risks, (ii) GHG emissions, and (iii) climate-related

targets or transition plans. However, on April 4, 2024, the SEC issued an order to stay these rules pending judicial review following legal

challenges. As of the date of this report, the implementation of the new climate-related disclosures remains indefinitely delayed. We

continue to monitor developments and assess the potential effect of these new standards, if implemented at all, on our future

consolidated financial statements.

In addition, California introduced new climate-related reporting requirements under the Climate Corporate Data Accountability

Act (SB 253) and the Climate-Related Financial Risk Act (SB 261), which were signed into law in October 2023. These laws require

corporations doing business in California to annually report their GHG emissions across Scopes 1, 2, and 3 (SB 253) and to disclose

climate-related financial risks and risk mitigation strategies (SB 261). Reporting under these laws is phased in, with initial emissions

reporting required in 2026 based on 2025 data, and climate risk disclosures commencing in 2026. Considering our operations in

California, we continue to enhance our existing data collection, reporting, and assurance processes for climate-related metrics and

risks.

In August 2022, the U.S. Congress signed into law the Inflation Reduction Act of 2022 (“IRA”), which directed nearly $400

billion of federal spending to be used toward reducing carbon emissions and funding clean energy over the next 10 years and was

designed to encourage private investment in clean energy, transport, and manufacturing. Since its inaugural year in 2023, nearly $500

billion in new green investments and 334,000 new green jobs across the U.S. have been attributed to the IRA. However, long-term

impacts and benefits, if any, resulting from the IRA are still to be determined.

Numerous states and municipalities have adopted state and local laws and policies on climate disclosures and climate change

and emission reduction targets impacting the building sector. For example, the State of California enacted legislation requiring certain

companies to disclose GHG emissions and climate-related financial risk information. Other cities, including Boston, Cambridge, New

York, and Seattle, have passed ordinances that set limits on GHG emissions associated with building operations. Some municipalities,

including the Cities of New York and San Francisco, have also implemented legislation to eliminate the use of natural gas in new

construction projects.

President Trump’s victory in the U.S. presidential election, as well as the Republican Party’s gaining control of both the U.S.

House of Representatives and Senate in the congressional election, may create regulatory uncertainty with respect to climate change

policy. During the election campaign, President Trump made comments suggesting that he was not supportive of various clean energy

programs and initiatives, including the United Nations (“U.N.”) Framework Convention on Climate Change, designed to curtail global

warming. On January 20, 2025, President Trump signed an executive order to withdraw the U.S. from the Paris Agreement, marking a

significant shift in U.S. climate policy. It remains unclear what further actions President Trump may take with respect to domestic and

international programs and initiatives, and what support the Trump administration would have for any potential changes to such

legislative programs and initiatives in the U.N. or the U.S. Congress.

Changes in federal, state, and local legislation and regulation based on concerns about climate change could result in

increased capital expenditures on our existing properties and our new development properties (for example, to improve their energy

efficiency and/or resistance to severe weather), and in our and our tenants’ increased compliance and other costs, without a

corresponding increase in revenue, which may result in adverse impacts to our and our tenants’ operating results.

Also, we rely on a limited number of vendors to provide key services, including, but not limited to, utilities and construction

services, at certain of our properties. If, as a result of unanticipated events, including those resulting from climate change, these

vendors fail to adequately provide key services, we may experience significant interruptions in service and disruptions to business

operations at our properties, incur remediation costs, and become subject to claims and damage to our reputation. Nearly 40% of the

properties we own and operate are located in California, where climate change has been linked to the progressively warmer and drier

weather associated with ideal conditions for highly destructive wildfires.

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For example, most of our properties located in our San Francisco Bay Area market depend on PG&E for the delivery of electric

and gas services. In January 2019, in response to potential liabilities arising from a series of catastrophic wildfires that occurred in

Northern California in 2017 and 2018, PG&E initiated voluntary reorganization proceedings under Chapter 11 of the U.S. Bankruptcy

Code. While PG&E emerged from bankruptcy in July 2020, there is no guarantee that PG&E will be able to sustain safe operations and

continue to provide consistent utilities services. During periods of high winds and high fire danger in recent fire seasons, PG&E has

preemptively shut off power to areas of Central and Northern California. The shutoffs were designed to help guard against fires ignited

in areas with high winds and dry conditions. PG&E has warned that it may have to employ shutoffs while the utility company addresses

maintenance issues. Future shutoffs of power may impact the reliability of access to a stable power supply at our properties. There is no

guarantee that in the future climate change and severe weather will not adversely affect PG&E or any of our other key vendors, which in

turn could have a material adverse effect on our properties and our tenants’ operations, as well as on our financial condition, results of

operations, and cash flows.

There can be no assurance that climate change and severe weather, or the potential impacts of these events on our vendors

and suppliers, will not have a material adverse effect on our properties, operations, or business.

We may incur significant costs in complying with environmental laws.

Federal, state, and local environmental laws and regulations may require us, as a current or prior owner or operator of real

estate, to investigate and remediate hazardous or toxic substances or petroleum products released at or from any of our properties. The

cost of investigating and remediating contamination could be substantial and could exceed the amount of any insurance coverage

available to us. In addition, the presence of contamination, or the failure to properly remediate, may adversely affect our ability to lease

or sell an affected property, or to borrow funds using that property as collateral.

Under environmental laws and regulations, we may have to pay government entities or third parties for property damage and

for investigation and remediation costs incurred by those parties relating to contaminated properties regardless of whether we knew of

or caused the contamination. Even if more than one party was responsible for the contamination, we may be held responsible for all of

the remediation costs. In addition, third parties may sue us for damages and costs resulting from environmental contamination, or jointly

responsible parties may contest their responsibility or be financially unable to pay their share of such costs.

Environmental laws also govern the presence, maintenance, and removal of asbestos-containing building materials. These

laws may impose fines and penalties on us for the release of asbestos-containing building materials and may allow third parties to seek

recovery from us for personal injury from exposure to asbestos fibers. We have detected asbestos-containing building materials at

some of our properties, but we do not expect that they will result in material environmental costs or liabilities for us.

Environmental laws and regulations also require the removal or upgrading of certain underground storage tanks and regulate:

• The discharge of stormwater, wastewater, and any water pollutants;
• The emission of air pollutants;
• The generation, management, and disposal of hazardous or toxic chemicals, substances, or wastes; and
• Workplace health and safety.

Many of our tenants routinely handle hazardous substances and wastes as part of their operations at our properties.

Environmental laws and regulations subject our tenants, and potentially us, to liability resulting from these activities. Environmental

liabilities could also affect a tenant’s ability to make rental payments to us. We require our tenants to comply with these environmental

laws and regulations and to indemnify us against any related liabilities.

Independent environmental consultants have conducted Phase I or similar environmental assessments at our properties. We

intend to use consultants to conduct similar environmental assessments on our future acquisitions. These types of assessments

generally include a site inspection, interviews, and a public records review, but no subsurface sampling. These assessments and

certain additional investigations of our properties have not to date revealed any environmental liability that we believe would have a

material adverse effect on our business, assets, or results of operations.

Additional investigations have included, as appropriate:

• Asbestos surveys;
• Radon surveys;
• Lead-based paint surveys;
• Mold surveys;
• Additional public records review;
• Subsurface sampling; and
• Other testing.

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Nevertheless, it is possible that the assessments on our current properties have not revealed, and that assessments on future

acquisitions will not reveal, all environmental liabilities. Consequently, there may be material environmental liabilities of which we are

unaware that may result in substantial costs to us or our tenants and that could have a material adverse effect on our business.

Environmental, health, or safety matters are subject to evolving regulatory requirements. Costs and capital expenditures

relating to the evolving requirements depend on the timing of the promulgation and enforcement of new standards. As discussed in the

immediately preceding risk factor, due to concern over the risks of climate change, a more restrictive regulatory framework to reduce

GHG pollution might be implemented, including the adoption of carbon taxes, restrictive permitting, and increased efficiency standards.

These requirements could make our operations more expensive and lengthen our project timelines. The costs of complying with

evolving regulatory requirements, including GHG regulations and policies, could negatively impact our financial results. Moreover,

changes in environmental regulations could inhibit or interrupt our operations or require modifications to our facilities. Accordingly,

environmental, health, or safety regulatory matters could result in significant unanticipated costs or liabilities and could have a material

adverse effect on our business, financial condition, results of operations, and cash flows, and the market price of our common stock.

We may be unable to meet our sustainability goals.

We seek to make a positive and meaningful impact on the health, safety, and well-being of our tenants, stockholders,

employees, and the communities in which we live and work. In support of these efforts, we have set sustainability goals for

development projects, including energy and water use reduction, diversion of construction waste from landfills, and targeted levels of

certification by third-party green and healthy building rating organizations and programs. For our operating properties, we have set a

2030 target to reduce operational emissions per RSF, and we continue to pursue measures aimed at reducing water consumption and

increasing waste diversion. There are significant risks that may prevent us from achieving such goals, including, but not limited to, the

following possibilities:

• Change in market conditions may affect our ability to deploy capital for projects such as those that reduce energy, water

consumption, and GHG emissions and that provide waste savings.

• The quantity of investment-grade renewable energy projects that can be contracted and constructed by 2030 has

decreased in recent years due to factors such as backlogs in regional transmission organizations’ interconnection queues

and higher demand from large buyers. Additionally, the cost of contracts for new renewable energy (power purchase

agreements and virtual power purchase agreements) has increased in recent years due to such factors as higher material

and labor costs, interconnection backlogs, and increased demand for renewable energy. Such changes in the availability

and costs of renewable energy may impact our ability to procure renewable energy to reduce GHG emissions from

purchased electricity.

• Our tenants may be unwilling or unable to accept potential incremental expenses associated with sustainability programs,

including expenses to comply with requirements stipulated under building certification standards such as LEED, Fitwel,

and WELL.

The realization of any of the above risks could significantly impact our reputation, our ability to reduce operational emissions

per RSF to meet our 2030 target, our ability to attract tenants that have set GHG emissions reduction goals and/or include LEED

certification among their priorities when selecting a location to lease, and our ability to continue developing properties in markets where

high levels of LEED certification contribute to our efforts to obtain building permits and entitlements.

We may invest or spend the net proceeds from the offerings of our unsecured senior notes payable earmarked for

Eligible Green Projects (the “Green Bonds”) in ways investors may not agree with and in ways that may not earn a profit.

The respective net proceeds from issuances of Green Bonds are expected to be used to fund, in whole or in part, Eligible

Green Projects (as defined below), including the development and redevelopment of such projects. The net proceeds from these

offerings are typically initially used to reduce the outstanding balance on our unsecured senior line of credit or amounts outstanding

under our commercial paper program. We then allocate the funds to recently completed and future Eligible Green Projects. ‘‘Eligible

Green Projects’’ are defined as:

• New Class A/A+ development properties that have received or are expected to receive LEED Gold or Platinum

certification;

• Existing Class A/A+ redevelopment properties that have received or are expected to receive LEED Gold or Platinum

certification; and

• Tenant improvements that have received or are expected to receive LEED Gold or Platinum certification.

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Eligible Green Projects include projects with disbursements made in the three years preceding the applicable issue date of the

Green Bonds. We intend to spend the remaining net proceeds from the sale of the Green Bonds within two years following the

applicable issue date of the Green Bonds. LEED is a voluntary, third-party building certification process developed by the U.S. Green

Building Council (‘‘USGBC’’), a non-profit organization. The USGBC developed the LEED certification process to (i) evaluate the

environmental performance from a whole-building perspective over a building’s life cycle, (ii) provide a definitive standard for what

constitutes a ‘‘green building,’’ (iii) enhance environmental awareness among architects and building contractors, and (iv) encourage the

design and construction of energy-efficient, water-conserving buildings that use sustainable or green resources and materials.

There can be no assurance that the projects funded with the proceeds from the Green Bonds will meet investor criteria and

expectations regarding environmental impact and sustainability performance. In particular, no assurance is given that the use of such

proceeds for any Eligible Green Projects will satisfy, whether in whole or in part, any present or future investor expectations or

requirements regarding any investment criteria or guidelines with which such investor or its investments are required to comply, whether

by any present or future applicable law or regulations or by its own bylaws or other governing rules or investment portfolio mandates (in

particular, with regard to any direct or indirect environmental, sustainability, or social impact of any projects or uses, the subject of or

related to, the relevant Eligible Green Projects). Adverse environmental or social impacts may occur during the design, construction,

and operation of the projects, or the projects may become controversial or criticized by activist groups or other stakeholders. In addition,

although we will limit the use of proceeds from the Green Bonds to Eligible Green Projects, there can be no assurance that one or more

development, redevelopment, and tenant improvement projects that we expect will receive a LEED certification will actually receive

such certification. Furthermore, from time to time, we may refinance our debt to take advantage of lower market rates or other favorable

terms, and we may pursue this strategy in the future in connection with our Green Bonds. If the terms of the refinanced agreements set

different or no restrictions on the range of purposes the funds can be allocated to, we can provide no assurance that allocations to

future Eligible Green Projects established prior to the refinancing of our Green Bonds will remain unchanged after the refinancing has

been completed.

Changes in U.S. accounting standards may adversely impact us.

The regulatory boards and government agencies that determine financial accounting standards and disclosures in the U.S.,

which include the FASB and the SEC, continually change and update the financial accounting standards we must follow.

From time to time, the FASB issues ASUs that could have a material effect on our financial condition or results of operations,

which in turn could also significantly impact the market price of our common stock. Such potential impacts include, without limitation,

significant changes to our balance sheet, significant changes to the timing or methodology of revenue or expense recognition, or

significant fluctuations in our reported results of operations, including an increase in our operating expenses or general and

administrative expenses related to payroll costs, legal costs, and other out-of-pocket costs incurred in order to comply with the

requirements of these ASUs.

Any difficulties in the implementation of changes in accounting principles, including the ability to modify our accounting

systems and to update our policies, procedures, information systems, and internal control over financial reporting, could result in

materially inaccurate financial statements, which in turn could harm our operating results or cause us to fail to meet our reporting

obligations. Significant changes that may be introduced by ASUs could cause fluctuations in revenue and expense recognition and

materially affect our results of operations. We may also experience an increase in general and administrative expenses resulting from

additional resources required for the initial implementation of such ASUs. This could adversely affect our reported results of operations,

profitability, and financial statements. Additionally, the adoption of new accounting standards could affect the results of our debt

covenant calculations. It cannot be assured that we will be able to work with our lenders to successfully amend our debt covenants in

response to changes in accounting standards.

We are subject to evolving privacy and information security laws, regulations, policies, and contractual obligations

related to data privacy and security. Changes to these requirements, or our noncompliance therewith, could subject us to

fines or penalties, increased costs of doing business, compliance risks, and potential liability and could materially and

adversely affect our business, financial condition, and results of operations.

In the ordinary course of business, we handle personal data and other sensitive information, including that of our tenants,

vendors, and employees. As such, we are subject to numerous data privacy and security mandates, including laws, regulations,

external and internal data privacy and security policies, and contractual requirements.

For example, the California Privacy Rights Act (“CPRA”), which became effective on January 1, 2023, significantly expanded

the definition of “consumer,” originally defined by the California Consumer Privacy Act (“CCPA”), to include job applicants, employees,

and independent contractors. Additionally, the CPRA introduced new rights of consumers to limit the use of their sensitive personal

information and mandated employers disclose personal information usage, an individual’s rights under the CCPA, and their personal

information retention period or the criteria they use to determine their retention period.

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The CCPA, which became effective on January 1, 2020, applies to consumers, business entities, and residents of California. It

broadly defined “personal information,” providing California residents with expanded privacy rights and protections, and established civil

penalties for violations for certain data breaches. It also enabled California residents to opt out of the sales of their personal information,

with noncompliant businesses facing significant penalties.

We have taken actions to proactively enhance our handling of personal information, including, but not limited to:

• Updating external and internal privacy notices and policies;
• Implementing procedures to comply with the CCPA and CPRA, including procedures to effectively address potential requests

from California residents, including our employees, regarding their personal information;

• Revising our document retention policy to minimize the storage of information subject to the CCPA and CPRA; and
• Amending contracts with our partners and vendors to incorporate data use restrictions, security measures, and other required

provisions.

However, there is no guarantee that we will adequately address the requirements of the CCPA and CPRA, or evolving laws in

other jurisdictions. The data privacy and security landscape is becoming increasingly complex. Differing regulations may result in

inconsistent applications and interpretations across multiple jurisdictions. As such, we may be required to devote significant resources

and implement or significantly change existing technologies, systems, or practices in order to prepare for and comply with new

regulations. Our failure to comply with applicable federal, state, and local privacy laws could lead to:

• Damage to our reputation;
• Increased remediation and compliance costs;
• Government investigations and enforcement actions;
• Fines, penalties, or litigation, including class actions;
• Challenges in raising capital; and
• Inability to execute on our business strategy, including our growth plans.

Changes in the aforementioned laws may subject us to increased compliance risks and potential liability, and materially and

adversely impact our business, financial condition, and results of operations.

If our information technology networks or data, or those of third parties with whom we work, are or were disrupted or

otherwise compromised, we could experience adverse consequences resulting from such compromise, including, but not

limited to, costly remediation or other expenses, liability under federal and state laws, litigation and investigations,

reputational damage, disruptions to our business operations, decreased cash flows, and other adverse consequences.

Information technology, communication networks, enterprise applications, and related systems, including those in our

properties, are essential to the operation of our business. In the ordinary course of our business, we use these systems to service our

tenants, manage our tenant and vendor relationships, and for internal communications, accounting, financial reporting, record-keeping,

and many other key aspects of our business. These operations rely on the secure collection, storage, transmission, and other

processing of confidential and other sensitive information in our computer systems and networks and subject us, and the third parties

with whom we work, to a variety of evolving threats, including, but not limited to, ransomware attacks, which could cause security

incidents.

Cyberattacks, malicious Internet-based activity, online and offline fraud, and other similar activities threaten the confidentiality,

integrity, and availability of our confidential, proprietary, and sensitive data and information technology systems, and those of the third

parties with whom we work. Such threats are prevalent and continue to rise, are increasingly difficult to detect, and come from a variety

of sources, including traditional computer “hackers,” threat actors, “hacktivists,” organized criminal threat actors, personnel (such as

through theft or misuse), sophisticated nation states, and nation-state-supported actors.

Some actors now engage and are expected to continue to engage in cyberattacks, including, without limitation, nation-state

actors for geopolitical reasons and in conjunction with military conflicts and defense activities. During times of war and other major

conflicts, we and the third parties with whom we work may be vulnerable to a heightened risk of these attacks, including retaliatory

cyberattacks, that could materially disrupt our systems and operations, supply chain, and ability to produce, sell, and distribute our

services.

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We and the third parties with whom we work are subject to a variety of evolving threats, including, but not limited to, physical

break-ins; disruptions due to power outages or catastrophic events, such as fires, floods, hurricanes, and earthquakes; breaches of our

secure network by an unauthorized party (including those caused by supply chain breaches); software vulnerabilities or bugs; malware

(including as a result of advanced persistent threat intrusions); malicious code (such as computer viruses and worms); attachments to

emails; denial-of-service attacks; credential stuffing; credential harvesting; employee error, theft, or misuse; social engineering attacks

(including through deep fakes, which may be increasingly more difficult to identify as fake, and phishing attacks); ransomware attacks;

server malfunctions; software or hardware failures; loss of data or other information technology assets; adware; telecommunications

failures; attacks enhanced or facilitated by AI; or other similar threats. For example, we have been the target of phishing attempts in the

past and expect such attempts will continue in the future.

In particular, severe ransomware attacks are becoming increasingly prevalent and can lead to significant interruptions in our

operations and properties; loss of confidential, proprietary, and sensitive data; reputational harm; loss of income; and diversion of funds.

Extortion payments may alleviate the negative impact of a ransomware attack, but we may be unwilling or unable to make such

payments due to, for example, applicable laws or regulations prohibiting such payments.

Remote work has increased risks to our information technology systems and confidential, proprietary, and sensitive data as

more of our employees utilize network connections, computers, and devices outside our premises or network, including working at

home, while in transit, and in public locations. Future or past business transactions (such as acquisitions or integrations) could expose

us to additional cybersecurity risks and vulnerabilities as our systems could be negatively affected by vulnerabilities present in acquired

or integrated entities’ systems and technologies outside of our control. Furthermore, we may discover security issues that were not

found during due diligence of such acquired or integrated entities, and it may be difficult to integrate companies into our information

technology environment and security program.

In addition, our reliance on third parties introduces new cybersecurity risks and vulnerabilities, including supply chain attacks,

and other threats to our business operations. We rely on third parties and technologies to operate critical business systems to process

confidential, proprietary, and sensitive data in a variety of contexts, including, without limitation, cloud-based infrastructure, data center

facilities, encryption and authentication technology, employee emails, and other functions. We also rely on third parties to provide other

products, services, or otherwise to operate our business. Our ability to monitor these third parties’ information security practices is

limited, and these third parties may not have adequate information security measures in place. When the third parties with whom we

work experience a security incident or other interruption, we could experience adverse consequences. While we may be entitled to

damages if the third parties with whom we work fail to satisfy their data privacy or security-related obligations to us, any award may be

insufficient to cover our damages, or we may be unable to recover such award. In addition, supply chain attacks have increased in

frequency and severity, and we cannot guarantee that third parties’ infrastructure in our supply chain or that of the third parties with

whom we work have not been compromised.

We may expend significant resources or modify our business activities to try to protect against security incidents. Additionally,

certain data privacy and security obligations may require us to implement and maintain certain security measures or industry-standard

or reasonable security measures to protect our information technology systems and confidential, proprietary, and sensitive data.

While we have implemented security measures designed to safeguard our systems and confidential, proprietary, and sensitive

data from security incidents and to manage cybersecurity risks, there can be no assurance that these measures will be effective. We

take steps to monitor and develop our information technology networks and infrastructure and invest in the development and

enhancement of our controls designed to prevent, detect, respond to, and mitigate the risk of unauthorized access, misuse, computer

viruses, and other events that could have a security impact. Additionally, we take steps designed to detect, mitigate, and remediate

vulnerabilities in our information systems (such as our hardware and/or software, including that of third parties with whom we work), but

we may not be able to detect and remediate all such vulnerabilities including on a timely basis. Further, we may experience delays in

developing and deploying remedial measures and patches designed to address any such identified vulnerabilities. Vulnerabilities could

be exploited and result in a security incident.

Any of the previously identified or similar threats could cause a security incident or other interruption that could result in

unauthorized, unlawful, or accidental acquisition, modification, destruction, loss, alteration, encryption, disclosure of, or access to our

confidential, proprietary, and sensitive data or our information technology systems, or those of the third parties with whom we work. A

security incident or other interruption involving our information systems or those of our tenants, vendors, software creators, cloud

providers, cybersecurity service providers, or other third parties with whom we work could lead to, among other things:

• Theft of our cash, cash equivalents, or other liquid assets, including publicly traded securities;
• Unauthorized access to, and destruction, loss, theft, misappropriation, or release of, proprietary, confidential, sensitive, or

otherwise valuable information of ours or our tenants, and other business partners, which could be used to compete

against us or for disruptive, destructive, or otherwise harmful purposes and outcomes;

• Our inability to produce financial and operational data necessary to comply with rules and regulations from the SEC, the

IRS, or other state and federal regulatory agencies;

• Our inability to properly monitor our compliance with the rules and regulations regarding our qualification as a REIT;
• Violation of our lease agreements or other agreements;
• Difficulties in employee retention and recruitment;

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• Unauthorized access to, and destruction, disruption, loss, or denial of service to our buildings;
• Increase in the cost of proactive defensive measures to prevent future cyber incidents, including hiring personnel and

consultants or investing in additional technologies; and

• Increase in our cybersecurity insurance premiums.

Furthermore, the extent of a particular security incident and the steps that we may need to take to investigate the security

incident may not be immediately clear. Therefore, in the event of a security incident, it may take a significant amount of time before such

an investigation can be completed. During an investigation, we may not necessarily know the extent of the damage incurred or how

best to remediate it, and certain errors or actions could be repeated or compounded before they are discovered and remediated, which

could further increase the costs and consequences of a security incident. Additionally, applicable data privacy and security obligations

may require us to notify relevant stakeholders, including affected individuals, customers, regulators, and investors of security incidents

or to implement other requirements, such as providing credit monitoring. Such disclosures and compliance with such requirements are

costly, and the disclosure or the failure to comply with such disclosure requirements could lead to adverse consequences.

If we (or a third party with whom we work) experience a security incident or are perceived to have experienced a security

incident, we may experience material adverse consequences, such as government enforcement actions (for example, investigations,

fines, penalties, audits, and inspections); additional reporting requirements and/or oversight; restrictions on processing sensitive

information (including personal data); litigation (including class claims); indemnification obligations; negative publicity; reputational

harm; monetary fund diversions; diversion of management attention; interruptions in our operations (including availability of data);

financial loss; and other similar harms. Security incidents and attendant material consequences may prevent or cause customers to

stop using our services, deter new customers from using our products/services, and negatively impact our ability to grow and operate

our business.

Our contracts may not contain limitations of liability, and even where they do, there can be no assurance that limitations of

liability in our contracts are sufficient to protect us from liabilities, damages, or claims related to our data privacy and security

obligations. We cannot be sure that our insurance coverage will be adequate or sufficient to protect us from or to mitigate liabilities

arising out of our data privacy and security practices, that such coverage will continue to be available on commercially reasonable terms

or at all, or that such coverage will pay future claims.

In addition to experiencing a security incident, third parties may gather, collect, or infer sensitive information about us from

public sources, data brokers, or other means that reveals competitively sensitive details about our organization and could be used to

undermine our competitive advantage or market position. Additionally, proprietary, confidential, and/or sensitive information of the

Company or our tenants could be leaked, disclosed, or revealed as a result of or in connection with our employees’, personnel’s, or

vendors’ use of generative artificial intelligence technologies.

Even if we are not targeted directly, cyberattacks on the U.S. government, financial markets, financial institutions, or other

businesses, including our tenants, vendors, software creators, cloud providers, cybersecurity service providers, and other third parties

with whom we work, may occur, and such events could disrupt our normal business operations and networks in the future.

The increased use of artificial intelligence (“AI”) and automation in life science research and development (“R&D”)

activities may change the uses, space configurations, and tenant requirements for our laboratory properties in currently

unforeseen ways.

In recent years, some life science companies have augmented their traditional laboratory-based R&D efforts by integrating AI,

cloud computing, quantum computing, and other advanced computational technologies into their R&D programs. It is expected that

such technologies will accelerate and streamline a number of R&D functions, including, for example, through the targeted design and

evaluation of clinical trials and the efficient identification of the most promising drug development candidates from among multiple

possible drugs. In addition, life science companies, like companies in many other industries, are increasingly integrating new

technologies, such as robotics and advanced automation of recurring tasks, into their businesses, including their R&D activities. It is

widely thought that the life science and healthcare industries, like most industries, are in only the early stages of an advanced

technology revolution that may have profound, and largely currently unknown, impacts on their businesses, including the processes and

strategies underlying R&D and commercialization of new products.

We have always strived to provide our tenants with state-of-the-art laboratory facilities incorporating cutting-edge infrastructure

features (including energy delivery, environmental, sustainability, security, and waste disposal features) to enable our tenants to perform

at the highest levels. It is currently unknown how the ongoing adoption of advanced technologies and automation in the life science

industry will impact the optimal space configurations and infrastructure features of the “laboratory of the future,” and we may face new

tenant requirements and requests that will require significant expenditures that may not be entirely recoverable through increased rents.

For example, the adoption of AI by our tenants may lead to infrastructure requirements that our buildings currently do not

accommodate, such as increased power needs due to high-performance computing. Infrastructure upgrades may necessitate

substantial capital expenditures and could potentially impact the environmental footprint of our building operations.

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If technological developments result in a reduction or reconfiguration in space requirements by our tenants, demand by

individual tenants and prospective tenants for space may decrease over time. If we are not able to offset any reduction in demand from

the foregoing developments through repurposing space, property dispositions, or other means, the realization of any of the

aforementioned risks could have a material adverse impact on our revenues, net operating income, results of operations, funds from

operations, operating margins, occupancy, earnings per share, FFO per share, our overall business, and the market value of our

common stock.

General risk factors

We face risks associated with short-term liquid investments.

From time to time, we may have significant cash balances that we invested in a variety of short-term investments that are

intended to preserve principal value and maintain a high degree of liquidity while providing current income. These investments may

include (either directly or indirectly) obligations (including certificates of deposit) of banks, money market funds, treasury bank

securities, and other short-term securities. Investments in these securities and funds are not insured against loss of principal. Under

certain circumstances, we may be required to redeem all or part of these securities or funds at less than par value. A decline in the

value of our investments, or a delay or suspension of our right to redeem them, may have a material adverse effect on our results of

operations or financial condition and our ability to pay our obligations as they become due.

Competition for skilled personnel could increase labor costs.

We compete with various other companies in attracting and retaining qualified and skilled personnel. We depend on our ability

to attract and retain skilled management personnel who are responsible for the day-to-day operations of the Company. Competitive

pressures may require that we enhance our pay and benefits package to compete effectively for such personnel. We may not be able to

offset such additional costs by increasing the rates we charge tenants. If there is an increase in these costs or if we fail to attract and

retain qualified and skilled personnel, our business and operating results could be adversely affected.

Failure to hedge effectively against interest rate changes may adversely affect our results of operations.

From time to time, we may enter into interest rate hedge agreements to manage some of our exposure to interest rate

volatility. Interest rate hedge agreements involve risks, such as the risk that counterparties may fail to honor their obligations under

these arrangements. In addition, these arrangements may not be effective in reducing our exposure to changes in interest rates. These

risk factors may lead to failure to hedge effectively against changes in interest rates and therefore could adversely affect our results of

operations. As of December 31, 2024, we had no interest rate hedge agreements outstanding.

Market volatility may negatively affect our business.

From time to time, the capital and credit markets experience volatility. In some cases, the markets have produced downward

pressure on stock prices and credit capacity for certain issuers without regard to those issuers’ underlying financial and/or operating

strength. If market disruption and volatility occur, there can be no assurance that we will not experience an adverse effect, which may

be material, on our business, financial condition, and results of operations. Market disruption and volatility may adversely affect the

value of the companies in which we hold equity investments, including through our non-real estate venture investment portfolio, and we

may be required to recognize losses in our earnings. Disruptions, uncertainty, or volatility in the capital markets may also limit our

access to capital from financial institutions on favorable terms, or altogether, and our ability to raise capital through the issuance of

equity securities could be adversely affected by causes beyond our control through extraordinary disruptions in the global economy and

financial systems or through other events.

Changes in financial accounting standards may adversely impact our compliance with financial debt covenants.

Our unsecured senior notes payable contain financial covenants that are calculated based on GAAP at the date the

instruments were issued. However, certain debt agreements, including those related to our unsecured senior line of credit, contain

financial covenants whose calculations are based on current GAAP, which is subject to future changes. Our unsecured senior line of

credit agreement provides that our financial debt covenants be renegotiated in good faith to preserve the original intent of the existing

financial covenant when such covenant is affected by an accounting standard change. For those debt agreements that require the

renegotiation of financial covenants upon changes in accounting standards, there is no assurance that we will be successful in such

negotiations or that the renegotiated covenants will not be more restrictive to us.

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Extreme weather and natural or other unforeseen disasters may cause property damage or disrupt operations, which

could harm our business and operating results.

We have properties located in areas that may be subject to extreme weather and natural or other disasters, including, but not

limited to, earthquakes, winds, floods, hurricanes, fires, power shortages, telecommunication failures, medical epidemics, explosions, or

other natural or man-made accidents or incidents. Our corporate headquarters and certain properties are located in areas of California

that have historically been subject to earthquakes and wildfires. Such conditions and disastrous events may damage our properties,

disrupt our operations, or adversely impact our tenants’ or third-party vendors’ operations. These events may affect our ability to operate

our business and have significant negative consequences on our financial and operating results. Damage caused by these events may

result in costly repairs for damaged properties or equipment, delays in the development or redevelopment of our construction projects,

or interruption of our daily business operations, which may result in increased costs and decreased revenues.

We maintain insurance coverage at levels that we believe are appropriate for our business. However, we cannot be certain

that the amount of coverage will be adequate to satisfy damages or losses incurred in the event of another wildfire or other natural or

man-made disaster, which may lead to a material adverse effect on our properties, operations, and our business, or those of our

tenants.

Failure of the U.S. federal government to manage its fiscal matters or to avoid a government shutdown may

negatively impact the economic environment and adversely impact our results of operations.

Congressional disagreement over the federal budget and the maximum amount of debt the federal government is permitted to

have outstanding (commonly referred to as the “debt ceiling”) has previously caused the U.S. federal government to shut down for

periods of time. Generally, if effective legislation to fund government operations and manage the level of federal debt is not enacted, the

federal government may suspend its investments for certain government accounts, among other available options, in order to prioritize

payments on its obligations. A failure by the U.S. Congress to pass spending bills or address the debt ceiling at any point in the future

would increase the risk of default by the U.S. on its obligations, the risk of a lowering of the U.S. federal government’s credit rating, and

the risk of other economic dislocations. Such a failure, or the perceived risk of such a failure, could consequently have a material

adverse effect on the financial markets and economic conditions in the U.S. and globally. Twice in the past decade, by the

appropriations legislation deadline, Congress failed to pass a new appropriations bill or continuing resolution to temporarily extend

funding, resulting in U.S. government shutdowns that caused federal agencies to halt non-essential operations. If economic conditions

severely deteriorate as a result of U.S. federal government fiscal gridlock, our operations, or those of our tenants, could be affected,

which may adversely impact our financial condition and results of operations. These risks may also impact our overall liquidity, our

borrowing costs, or the market price of our common stock.

Changes in laws, regulations, and financial accounting standards may adversely affect our reported results of

operations.

As a response, in large part, to perceived abuses and deficiencies in current regulations believed to have caused or

exacerbated the 2008 global financial crisis, legislative, regulatory, and accounting standard-setting bodies around the world are

engaged in an intensive, wide-ranging examination and rewriting of the laws, regulations, and accounting standards that have

constituted the basic playing field of global and domestic business for several decades. In many jurisdictions, including the U.S., the

legislative and regulatory response has included the extensive reorganization of existing regulatory and rule-making agencies and

organizations, and the establishment of new agencies with broad powers. This reorganization has disturbed longstanding regulatory

and industry relationships and established procedures.

The rule-making and administrative efforts have focused principally on the areas perceived as having contributed to the

financial crisis, including banking, investment banking, securities regulation, and real estate finance, with spillover impacts on many

other areas. These initiatives have created a degree of uncertainty regarding the basic rules governing the real estate industry, and

many other businesses, that is unprecedented in the U.S. at least since the wave of lawmaking, regulatory reform, and government

reorganization that followed the Great Depression.

The global financial crisis and the aggressive reaction of the government and accounting profession thereto have occurred

against a backdrop of increasing globalization and internationalization of financial and securities regulation that began prior to the 2008

financial crisis. As a result of this ongoing trend, financial and investment activities previously regulated almost exclusively at a local or

national level are increasingly being regulated, or at least coordinated, on an international basis, with national rule-making and

standard-setting groups relinquishing varying degrees of local and national control to achieve more uniform regulation and reduce the

ability of market participants to engage in regulatory arbitrage between jurisdictions. This globalization trend has continued, arguably

with an increased sense of urgency and importance, since the financial crisis.

This high degree of regulatory uncertainty, coupled with considerable additional uncertainty regarding the underlying condition

and prospects of global, domestic, and local economies, has created a business environment that makes business planning and

projections even more uncertain than is ordinarily the case for businesses in the financial and real estate sectors.

47

In the commercial real estate sector in which we operate, the uncertainties posed by various initiatives of accounting standard-

setting authorities to fundamentally rewrite major bodies of accounting literature constitute a significant source of uncertainty as to the

basic rules of business engagement. Changes in accounting standards may have a significant effect on our financial results and on the

results of our tenants, which would in turn have a secondary impact on us.

Global financial stressors, high structural unemployment levels, and other events or circumstances beyond our

control may adversely affect our industry, business, results of operations, contractual commitments, and access to capital.

From 2008 through 2010, significant concerns over energy costs, geopolitical issues, the availability and cost of credit, the

U.S. mortgage market, and a declining real estate market in the U.S. contributed to increased volatility, diminished expectations for the

economy and the markets, and high levels of structural unemployment by historical standards. These factors, combined with volatile oil

prices and fluctuating business and consumer confidence, precipitated a steep economic decline. Further, severe financial and

structural strains on the banking and financial systems have led to significant lack of trust and confidence in the global credit and

financial system. Consumers and money managers have liquidated and may liquidate equity investments, and consumers and banks

have held and may hold cash and other lower-risk investments, which has resulted in significant and, in some cases, catastrophic

declines in the equity capitalization of companies and failures of financial institutions. Although U.S. bank earnings and liquidity have

rebounded, the potential of significant future bank credit losses creates uncertainty for the lending outlook.

Downgrades of the U.S. federal government’s sovereign credit rating and an economic crisis in Europe could

negatively impact our liquidity, financial condition, and earnings.

Previous U.S. debt ceiling and budget deficit concerns, together with sovereign debt conditions in Europe, have increased the

possibility of additional downgrades of sovereign credit ratings and economic slowdowns. There is no guarantee that future debt ceiling

or federal spending legislation will not fail and cause the U.S. to default on its obligations, which would likely cause the U.S. credit rating

to degrade.

S&P Global Ratings lowered its long-term sovereign credit rating of the U.S. from “AAA” to “AA+” in 2011, which it affirmed in

2024. Similarly, Fitch Ratings downgraded the sovereign credit rating of the U.S. from “AAA” to “AA+” in 2023 and affirmed the “AA+”

rating in 2024. However, further fiscal impasses within the federal government may result in future downgrades. The impact of any

further downgrades to the U.S. government’s sovereign credit rating, or its perceived creditworthiness, is inherently unpredictable and

could adversely affect the U.S. and global financial markets and economic conditions. This could cause further increases in interest

rates and borrowing costs, which may negatively impact our ability to access the debt markets on favorable terms. In addition, the

lowered credit rating could create broader financial turmoil and uncertainty, which may exert downward pressure on the market price of

our common stock. Continued adverse economic conditions could have a material adverse effect on our business, financial condition,

and results of operations.

Economic and social volatility and geopolitical instability outside of the U.S. due to large-scale conflicts, including

warfare among countries, may adversely impact us, the U.S., and global economies.

From time to time, tensions between countries may erupt into warfare and may adversely affect neighboring countries and

those who conduct trade or foreign relations with those affected regions. Such acts of war may cause widespread and lingering damage

on a global scale, including, but not limited to, (i) safety and cyber security, (ii) the economy, and (iii) global relations.

In February 2022, Russia invaded Ukraine. In response to the invasion and ensuing war, many countries, including the U.S.,

imposed significant economic and other sanctions against Russia. The war has created the largest refugee crisis in Europe since World

War II and has inflicted significant damage to Ukraine’s infrastructure and economy. Both countries’ economies may be significantly

affected, which may also adversely impact the global economy, including that of the U.S. Further, Russia has launched an onslaught of

cyberwarfare against Ukraine following its invasion, targeting the country’s critical infrastructure, government agencies, media

organizations, and related think tanks in the U.S. and EU.

The U.S. federal government has cautioned Americans on the possibility of Russia targeting the U.S. with cyberattacks in

retaliation for sanctions that the U.S. has imposed and has urged both the public and private sectors to strengthen their cyber defenses

and protect critical services and infrastructure. Additionally, President Biden directed government bodies to mandate cybersecurity and

network defense measures within their respective jurisdictions and has initiated action plans to reinforce cybersecurity within the

electricity, pipeline, and water sectors. The Biden administration also launched joint efforts with CISA through its “Shields Up” campaign

to defend the U.S. against possible cyberattacks. CISA published advisories warning of Russian state-sponsored threat actors targeting

“COVID-19 research, governments, election organizations, healthcare and pharmaceutical, defense, energy, video gaming, nuclear,

commercial facilities, water, aviation, and critical manufacturing” sectors in the U.S. and other Western nations. While we have not

experienced such cyberattacks to date, it is yet unknown whether Russia will be successful in breaching our network defenses or, more

broadly, those within the areas listed above, which, if successful, may cause disruptions to critical infrastructure required for our

operations and livelihoods, or those of our tenants, communities, and business partners.

Disruption, instability, volatility, and decline in economic activity, regardless of where it occurs, whether caused by acts of war,

other acts of aggression, or terrorism, could in turn also harm the demand for, the safety of, and the value of our properties. As a result

48

of the factors discussed above, we may be unable to operate our business as usual, which may adversely affect our cash flows,

financial condition, and results of operations.

Adoption of the Basel III standards and other regulatory standards affecting financial institutions may negatively

impact our access to financing or affect the terms of our future financing arrangements.

In response to various financial crises and the volatility of financial markets, the Basel Committee on Banking Supervision (the

“Basel Committee”) adopted the Basel III regulatory capital framework (“Basel III” or the “Basel III Standards”). The final package of

Basel III reforms was approved by the G20 leaders in November 2010. However, due to global events and industry feedback, the

implementation timeline has been extended multiple times. The final regulations are tentatively set to be released and to take effect by

mid-2025.

U.S. regulators have implemented various measures under the Basel III framework, including supplementary leverage ratio

standards (SLR Standards) and a risk-based capital surcharge for global systemically important banking organizations (GSIBs), fully

effective as of 2019. Additionally, the Liquidity Coverage Ratio (LCR), finalized in 2014, aims to enhance the resilience of internationally

active banks by requiring adequate high-quality liquid assets to cover net cash outflows, with stricter U.S. requirements phased in by

The Volcker Rule, introduced under the Dodd-Frank Act, restricts proprietary trading and certain relationships with private

equity and hedge funds. Amendments in 2020 simplified compliance and reduced restrictions, but further changes to “covered funds”

are anticipated. These regulations, alongside the Basel Committee’s deferred final Basel III implementation now targeted for July 2025,

may increase capital requirements and constrain financing availability or terms from both U.S. and foreign financial institutions.

Social, political, and economic changes or instability, and other circumstances beyond our control could adversely

affect our business operations.

Our business may be adversely affected by social, political, and economic instability, unrest, or disruption in a geographic

region in which we operate, regardless of cause, including legal, regulatory, and policy changes by a new presidential administration in

the U.S., protests, demonstrations, strikes, riots, civil disturbance, disobedience, insurrection, or social and other political unrest.

Such events may result in restrictions, curfews, or other actions and give rise to significant changes in regional and global

economic conditions and cycles, which may adversely affect our financial condition and operations. For example, past instances of

unrest in cities throughout the U.S. in connection with civil rights, liberties, and social and governmental reform led in some locations to

the imposition of mandatory curfews and deployment of the U.S. National Guard. Government actions in an effort to protect people and

property, including curfews and restrictions on business operations, may disrupt operations, harm perceptions of personal well-being,

and increase the need for additional expenditures on security resources. In addition, action resulting from such social or political unrest

may pose significant risks to our personnel, facilities, and operations. We cannot ensure there will not be further political or social unrest

in the future or that there will not be other events that could lead to social, political, and economic disruptions. If such events or

disruptions persist for a prolonged period of time, our overall business and results of operations may be adversely affected.

Changes in federal policy, including tax policies, and at regulatory agencies occur over time through policy and personnel

changes following elections, which can lead to changes involving the level of oversight and focus on certain industries and corporate

entities. For example, as a federal government contractor, we maintain plans to ensure compliance with nondiscrimination and

regulatory requirements for qualified employees on the basis of gender, race, disability, and veteran status. Consequently, we may be

subject to executive orders and regulatory changes affecting various aspects of our operations, including compliance with

nondiscrimination plans. Any required elimination or modification of such plans in response to new executive orders could pose

challenges in hiring or retaining employees, and may lead to other adverse operational impacts. Failure to comply with these

requirements could expose us to administrative, civil, or criminal liabilities, including fines, penalties, repayments, or suspension or

debarment from eligibility for future U.S. government contracts.

The nature, timing, and economic and political effects of potential changes to the current legal and regulatory frameworks

affecting the life science industry, as well as the real estate industry in general, remain highly uncertain. For example, any proposals to

make changes related to U.S. tax law, including those related to Section 1031 Exchanges, may have a material adverse effect on our

business, financial condition, results of operations, and growth prospects. From time to time, we dispose of properties in transactions

qualified as Section 1031 Exchanges. If the laws surrounding Section 1031 Exchanges were amended or repealed, we may not be able

to dispose of properties on a tax-deferred basis. In such a case, our earnings and profits and our taxable income would increase, which

could increase dividend income and reduce the return of capital to our stockholders. As a result, we may be required to pay additional

dividends to stockholders, or, if we do not pay additional dividends, our corporate income tax liability could increase and we may be

subject to interest and penalties.

Similarly, changes in federal policy that affect the geopolitical landscape could give rise to circumstances outside our control

that could have negative impacts on our business operations. During the prior Trump administration, increased tariffs were implemented

on goods imported into the U.S., particularly from China, Canada, and Mexico. As China was and is a major global exporter of steel,

solar panels, and aluminum, the tariffs on these specific imports led to a trade war between not only the U.S. and China, but also

49

between the U.S. and the international community. Other countries, including China, Canada, and the EU, implemented retaliatory

tariffs in response to these policies on U.S. goods. During the 2024 presidential campaign, President Trump pledged to impose an

additional 25% tariff on certain exports from Canada and Mexico, and up to an additional 60% tariff on certain exports from China.

These and similar types of trade policies could lead to issues with global supply chains on a macroeconomic scale, including steel,

pharmaceuticals, and construction equipment, all of which are critical to our and our tenant’s businesses. For example, several of our

largest tenants are European companies whose U.S. business operations could be directly impacted by the tariffs on the EU due to

increased costs on operations and supply chains. Similarly, many of our tenants are in the pharmaceutical industry. As China is a global

leader in the market for active pharmaceutical ingredients, the imposition of tariffs, especially at such unprecedented rates, could

potentially raise the cost of generic drugs in the U.S., which would in turn have direct consequences on our tenants in the

pharmaceutical industry. Such tariffs and changes to U.S. trade policy previously had, and in the future could, lead to further adverse

effects on the U.S. domestic economy and our or our tenant’s businesses.

Terrorist attacks may have an adverse impact on our business and operating results and could decrease the value of

our assets.

Terrorist attacks such as those that took place on September 11, 2001, could have a material adverse impact on our business,

our operating results, and the market price of our common stock. Future foreign or domestic terrorist attacks may result in declining

economic activity, which could reduce the demand for, and the value of, our properties. To the extent that any future foreign or domestic

terrorist attacks impact our tenants, their businesses similarly could be adversely affected, including their ability to continue to honor

their lease obligations.

Our business and operations would suffer in the event of information technology system failures.

Despite system redundancy, the implementation of security measures, and the existence of a disaster recovery plan for our

internal information technology systems, our systems are vulnerable to damages from any number of sources, including computer

viruses, unauthorized access, energy blackouts, natural disasters, terrorism, war, and telecommunications failures. Any system failure

or accident that causes interruptions in our operations could result in a material disruption to our business. We may also incur additional

significant costs to remedy damages caused by such disruptions.

Short sellers may engage in manipulative activity intended to drive down the market price of our common stock,

which could result in a material diversion of our management’s time and may also lead to related governmental or regulatory

inquiries or other legal actions, among other effects.

Short selling is the practice of selling securities that the seller does not own but rather has borrowed or intends to borrow from

a third party with the intention of subsequently buying lower-priced identical securities to return to the lender. Accordingly, it is in the

interest of a short seller to want the price of our common stock to decline. At any time, short sellers may publish, or arrange for the

dissemination of, opinions, or characterizations that are intended to create negative market momentum, including through the use of

social media. In light of the recent proliferation of generative artificial intelligence tools and large language models, there is also a risk

that the dissemination of such opinions, characterizations or disinformation may negatively impact the conclusions that these tools and

models draw about our business and prospects.

Short selling reports may potentially lead to increased volatility in an issuer’s stock price and to regulatory and governmental

inquiries. In June 2023, a short seller published reports that contained certain negative and false allegations regarding our business and

financial prospects. Regardless of merit, these allegations and false statements may spread quickly and diminish confidence in our

business, financial prospects, or reputation. As a result, maintaining or reinforcing our reputation may require us to devote significant

resources to refuting incorrect or misleading allegations, pursuing or defending related legal actions, or engaging in other activities that

could be costly, time consuming, or unsuccessful. Additionally, any potential inquiry or formal investigation from a governmental

organization or other regulatory body, including an inquiry from the SEC, arising from the presence of such allegations could result in a

material diversion of our management’s time and may have a material adverse effect on our business and results of operations.

We hold a portion of our cash and cash equivalents in deposit accounts that could be adversely affected if the

financial institutions holding such deposits fail.

We maintain our cash and cash equivalents at insured financial institutions. The combined account balances at each institution

periodically substantially exceed the FDIC insurance coverage of $250,000, and, as a result, there is a concentration of credit risk

related to amounts in excess of FDIC insurance coverage. As such, we may be subject to a risk of loss or delay in accessing all or a

portion of our funds exceeding the FDIC insurance coverage, which could adversely impact our short-term liquidity, ability to operate our

business, and financial performance.

Any or all of the foregoing could have a material adverse effect on our financial condition, results of operations, and cash

flows, or the market price of our common stock. Additional risks and uncertainties not currently known to us, or that we presently deem

to be immaterial, may also have potential to materially adversely affect our business, financial condition, and results of operations.

50

Risk management and strategy

Our corporate information technology, communication networks, enterprise applications, accounting and financial reporting

platforms, and related systems, and those that we offer to our tenants are necessary for the operation of our business. We use these

systems, among others, to manage our tenant and vendor relationships, for internal communications, for accounting to operate record-

keeping function, and for many other key aspects of our business. Our business operations rely on the secure collection, storage,

transmission, and other processing of proprietary, confidential, and sensitive data.

We have implemented and maintain various information security processes designed to identify, assess and manage material

risks from cybersecurity threats to our critical computer networks, third-party hosted services, communications systems, hardware and

software, and our critical data, including intellectual property, confidential information that is proprietary, strategic or competitive in

nature, and tenant data (“Information Systems and Data”).

We rely on a multidisciplinary team, including our information security function, legal department, management, and third-party

service providers, as described further below, to identify, assess, and manage cybersecurity threats and risks. We identify and assess

risks from cybersecurity threats by monitoring and evaluating our threat environment and our risk profile using various methods

including, for example, using manual and automated tools, subscribing to reports and services that identify cybersecurity threats,

analyzing reports of threats and threat actors, conducting scans of the threat environment, evaluating our industry’s risk profile, utilizing

internal and external audits, and conducting threat and vulnerability assessments.

Depending on the environment, we implement and maintain various technical, physical, and organizational measures,

processes, standards, and/or policies designed to manage and mitigate material risks from cybersecurity threats to our Information

Systems and Data, including risk assessments, incident detection and response, vulnerability management, disaster recovery and

business continuity plans, internal controls within our accounting and financial reporting functions, encryption of data, network security

controls, access controls, physical security, asset management, systems monitoring, vendor risk management program, employee

training, and penetration testing.

We work with third parties from time to time that assist us to identify, assess, and manage cybersecurity risks, including

professional services firms, consulting firms, threat intelligence service providers, and penetration testing firms.

To operate our business, we utilize certain third-party service providers to perform a variety of functions. We seek to engage

reliable, reputable service providers that maintain cybersecurity programs. Depending on the nature of the services provided, the

sensitivity and quantity of information processed, and the identity of the service provider, our vendor management process may include

reviewing the cybersecurity practices of such provider, contractually imposing obligations on the provider, conducting security

assessments, and conducting periodic reassessments during their engagement.

We are not aware of any risks from cybersecurity threats, including as a result of any cybersecurity incidents, which have

materially affected or are reasonably likely to materially affect our Company, including our business strategy, results of operations, or

financial condition. Refer to “Item 1A. Risk factors” in this annual report on Form 10-K, including “If our information technology networks

or data, or those of third parties upon which we rely, are or were disrupted or otherwise compromised, we could experience costly

remediation or other expenses, liability under federal and state laws, and litigation and investigations, any of which could result in

substantial reputational damage and materially and adversely affect our business, financial condition, results of operations, cash flows,

and the market price of our common stock”, for additional discussion about cybersecurity-related risks.

Governance

Our Board of Directors holds oversight responsibility over the Company’s strategy and risk management, including material

risks related to cybersecurity threats. This oversight is executed directly by the Board of Directors and through its committees. The Audit

Committee of the Board of Directors (the “Audit Committee”) oversees the management of systemic risks, including cybersecurity, in

accordance with its charter. The Audit Committee engages in regular discussions with management regarding the Company’s significant

financial risk exposures and the measures implemented to monitor and control these risks, including those that may result from material

cybersecurity threats. These discussions include the Company’s risk assessment and risk management policies.

Our management, represented by our Chief Technology Officer, Greg C. Thomas, and our Chief Financial Officer and

Treasurer, Marc E. Binda, leads our cybersecurity risk assessment and management processes and oversees their implementation and

maintenance.

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Greg C. Thomas is an experienced information technology professional in our information technology department and has

served as Chief Technology Officer since 2018. He works with the Company’s internal information technology department and external

partners to monitor and improve our cybersecurity capabilities. Mr. Thomas possesses a proven real estate industry track record of

guiding organizations through strategic technology, organizational, risk mitigation, process improvement initiatives, and digital

transformations. He also possesses extensive experience in technology and cybersecurity, gained over his career spanning more than

30 years, including as Chief Information Officer at two other large real estate firms, as well as in leadership roles within the real estate

industry technology practices of Ernst & Young LLP and Deloitte LLP. He earned Bachelor of Science degrees in Systems Analysis and

Finance from Miami University.

Marc E. Binda, CPA, is an experienced risk management professional in our finance and risk management function and has

served as Chief Financial Officer since September 2023 and as Treasurer since April 2018. Mr. Binda previously served as Executive

Vice President – Finance and Treasurer from June 2019 to September 2023, as Senior Vice President – Finance and Treasurer from

April 2018 to June 2019, as Senior Vice President – Finance from April 2012 to April 2018, and in other capacities from January 2005 to

April 2012. Mr. Binda currently oversees key functions for the Company’s accounting, finance, and treasury strategies, including risk

management. In addition, Mr. Binda leads the Company’s cybersecurity risk oversight and the development and enhancement of

internal controls designed to prevent, detect, address, and mitigate the risk of cyber incidents.

Management, in coordination with our information technology department, is responsible for hiring appropriate personnel,

helping to integrate cybersecurity risk considerations into the Company’s overall risk management strategy, and communicating key

priorities to relevant personnel. Management is responsible for approving budgets, approving cybersecurity processes, and reviewing

cybersecurity assessments and other cybersecurity-related matters.

Our cybersecurity incident response and vulnerability management processes are designed to escalate certain cybersecurity

incidents to members of management depending on the circumstances. Management, including the Chief Technology Officer and Chief

Financial Officer and Treasurer, serves on the Company’s incident response team to help the Company mitigate and remediate

cybersecurity incidents of which they are notified. In addition, the Company’s incident response processes include reporting to the Audit

Committee for certain cybersecurity incidents. The Audit Committee holds quarterly meetings and receives periodic reports from

management, including from our Chief Technology Officer and Chief Financial Officer and Treasurer, concerning the Company’s

significant cybersecurity threats and risk and the processes the Company has implemented to address them.

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General

As of December 31, 2024, we had 391 properties in North America consisting of approximately 44.1 million RSF of operating

properties and new Class A/A+ development and redevelopment properties under construction, including 67 properties that are held by

consolidated real estate joint ventures and four properties that are held by unconsolidated real estate joint ventures. The occupancy

percentage of our operating properties in North America was 94.6% as of December 31, 2024. The exteriors of our properties typically

resemble traditional office properties, but the interior infrastructures are designed to accommodate the needs of life science tenants.

These improvements typically are generic rather than specific to a particular tenant. As a result, we believe that the improvements have

long-term value and utility and are usable by a wide range of tenants. Improvements to our properties typically include:

• Reinforced concrete floors;
• Upgraded roof loading capacity;
• Increased floor-to-ceiling heights;
• Heavy-duty HVAC systems;
• Enhanced environmental control technology;
• Significantly upgraded electrical, gas, and plumbing infrastructure; and
• Laboratory benches.

As of December 31, 2024, we held a fee simple interest in each of our properties, with the exception of 32 properties in North

America subject to ground leasehold interests, which accounted for approximately 8% of our total number of properties. Of these 32

properties, we held eight properties in the Greater Boston market, 20 properties in the San Francisco Bay Area market, one property in

the Seattle market, one property in the Maryland market, and two properties in the New York City market. During the year ended

December 31, 2024, as a percentage of net operating income our ground lease rental expense aggregated 1.6%. Refer to our

consolidated financial statements and notes thereto in “Item 15. Exhibits and financial statement schedules” in this annual report on

Form 10-K for further discussion.

As of December 31, 2024, we had over 1,000 leases with a total of approximately 800 tenants, and 171, or 44%, of our 391

properties were single-tenant properties. Leases in our multi-tenant buildings typically have initial terms of 3 to 9 years, while leases in

our single-tenant buildings typically have initial terms of 5 to 15 years. Additionally, as of December 31, 2024:

• Investment-grade or publicly traded large cap tenants represented 52% of our total annual rental revenue;
• Approximately 97% of our leases (on an annual rental revenue basis) contained effective annual rent escalations

approximating 3% that were either fixed or indexed based on a consumer price index or other index;

• Approximately 92% of our leases (on an annual rental revenue basis) were triple net leases, which require tenants to pay

substantially all real estate taxes, insurance, utilities, repairs and maintenance, common area expenses, and other

operating expenses (including increases thereto) in addition to base rent;

• Approximately 92% of our leases (on an annual rental revenue basis) provided for the recapture of capital expenditures

(such as HVAC maintenance and/or replacement, roof replacement, and parking lot resurfacing) that we believe would

typically be borne by the landlord in traditional office leases; and

• 84% of our leasing activity during the last twelve months was generated from our existing tenant base.

Our leases also typically give us the right to review and approve tenant alterations to the property. Generally, tenant-installed

improvements to the properties are reusable generic improvements and remain our property after termination of the lease at our

election. However, we are permitted under the terms of most of our leases to require that the tenant, at its expense, remove certain

non-generic improvements and restore the premises to their original condition.

Refer to “Annual rental revenue” and “Operating statistics” under “Definitions and reconciliations” in Item 7 in this annual report

on Form 10-K for a description of the basis used to compute the aforementioned measures.

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Locations of properties

Our properties are strategically located in AAA life science innovation cluster markets. The following table sets forth the total

RSF, number of properties, and annual rental revenue in effect as of December 31, 2024 in each of our markets in North America

(dollars in thousands, except per RSF amounts):

Summary of occupancy percentages in North America

The following table sets forth the occupancy percentages for our operating properties and our operating and redevelopment

properties in each of our North America markets, excluding properties held for sale, as of the following dates:

(1) The Alexandria Center® for Life Science – New York City Megacampus is 98.7% occupied as of December 31, 2024. Occupancy percentage in our New York City market

reflects vacancy at the Alexandria Center® for Life Science – Long Island City property, which was 45.7% occupied as of December 31, 2024.

(2) Includes temporary vacancy as of December 31, 2024 aggregating 278,528 RSF that is leased and expected to be occupied upon completion of the tenant improvement

to the spaces. The weighted-average expected delivery date of these spaces is May 12, 2025.

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Top 20 tenants

92% of Top 20 Tenant Annual Rental Revenue Is From Investment-Grade

or Publicly Traded Large Cap Tenants(1)

Our properties are leased to a high-quality and diverse group of tenants, with no individual tenant accounting for more than 4.3%

of our annual rental revenue in effect as of December 31, 2024. The following table sets forth information regarding leases with our 20

largest tenants in North America based upon annual rental revenue in effect as of December 31, 2024 (dollars in thousands, except

average market cap amounts):

Annual rental revenue and RSF include 100% of each property managed by us in North America. Refer to “Annual rental revenue” and “Investment-grade or publicly traded large

cap tenants” under “Definitions and reconciliations” in Item 7 for additional details, including our methodologies of calculating annual rental revenue from unconsolidated real

estate joint ventures and average market capitalization, respectively.

(1) Based on total annual rental revenue in effect as of December 31, 2024.

(2) Includes approximately 195,000 RSF, or 62.8% of the annual rental revenue generated from 2seventy bio as of December 31, 2024, that is subleased to Regeneron

Pharmaceuticals, Inc., an investment-grade publicly traded biotechnology company. As of September 30, 2024, 2seventy bio, Inc. held $192.4 million of cash, cash

equivalents, and marketable securities. Additionally, 90.2% of the annual rental revenue generated by 2seventy bio is guaranteed by another related public biotechnology

company.

(3) Consists of one lease at a property acquired in 2022 with future development and redevelopment opportunities. This lease with Cloud Software Group, Inc. (formerly known

as TIBCO Software, Inc.) was in place when we acquired the property.

(4) Includes (i) ground leases for land at 1455 and 1515 Third Street (two buildings aggregating 422,980 RSF) and (ii) leases at 1655 and 1725 Third Street (two buildings

aggregating 586,208 RSF) in our Mission Bay submarket owned by our unconsolidated real estate joint venture in which we have an ownership interest of 10%. Annual

rental revenue is presented using 100% of the annual rental revenue from our consolidated properties and our share of annual rental revenue from our unconsolidated real

estate joint ventures. Excluding these ground leases, the weighted-average remaining lease term for our top 20 tenants was 7.5 years as of December 31, 2024.

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Stable Cash Flows From Our High-Quality and Diverse Mix of Approximately 800 Tenants

Investment-Grade or Publicly Traded Large Cap Tenants

92%

of ARE’s Top 20 Tenant Annual Rental Revenue

52%

Percentage of ARE’s Annual Rental Revenue of ARE’s Annual Rental Revenue

Solid Historical Occupancy of 96% Over Past 10 Years(2) From Historically Strong Demand for Our Class A/A+ Properties in AAA Locations

Annual Rental Revenue Occupancy Across Key Locations

Percentage of ARE’s Annual Rental Revenue

Multinational

Pharmaceutical

Life Science

Product,

Service, and

Device

Public

Biotechnology -

Approved or

Marketed

Product

Public

Biotechnology -

Preclinical or

Clinical Stage

Private

Biotechnology

Other(1)

Other Investment-Grade

or Large Cap Tech

Biomedical and

Government

Institutions

Megacampus™

Core and

Non-Core

(3)

As of December 31, 2024. Annual rental revenue represents amounts in effect as of December 31, 2024. Refer to “Definitions and reconciliations” in Item 7 for additional

information.

(1) Represents the percentage of our annual rental revenue generated by technology, professional services, finance, telecommunications, and construction/real estate

companies, as well as retail-related tenants, which generate less than 1.0% of our annual rental revenue.

(2) Represents the average occupancy percentage of operating properties as of each December 31 from 2015 through 2024.

(3) Refer to footnote 1 under “Summary of occupancy percentages in North America” in Item 2 for additional details.

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Long-Duration and Stable Cash Flows From High-Quality and Diverse Tenants

Long-Duration Lease Terms

9.3 Years

Top 20 Tenants

7.5 Years

All Tenants

Weighted-Average Remaining Term(1)

Sustained Strength in Tenant Collections(2)

99.9%

For the Three Months Ended December 31, 2024

99.5%

January 2025

(1) Based on annual rental revenue in effect as of December 31, 2024.

(2) Represents the portion of total receivables billed for each indicated period collected as of the date of this report.

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Property listing

Our Megacampus™ Properties Account for 77% of Our Annual Rental Revenue

The following table provides certain information about our properties as of December 31, 2024 (dollars in thousands):

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Property listing (continued)

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Property listing (continued)

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Property listing (continued)

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Property listing (continued)

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Property listing (continued)

Refer to “New Class A/A+ development and redevelopment properties: summary of pipeline” in Item 2 and “Megacampus” under “Definitions and reconciliations” in Item 7 for additional details.

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Leasing activity

During the year ended December 31, 2024, strong demand for our high-quality Class A/A+ properties translated into solid

leasing activity and rental rate growth in 2024 for our overall portfolio and our development and redevelopment pipeline.

• Executed a total of 209 leases, with a weighted-average lease term of 8.9 years, for 5.1 million RSF;
• 84% of our leasing activity during the last twelve months was generated from our existing tenant base;
• Annual leasing activity of 3.9 million RSF for renewed and re-leased spaces; and
• Annual rental rate increases of 16.9% and 7.2% (cash basis) on renewed and re-leased space.

During the year ended December 31, 2024, we granted tenant concessions/free rent averaging 0.7 months per annum with

respect to the 5.1 million RSF leased.

Lease structure

Our Same Properties total revenue growth was 2.7% during the year ended December 31, 2024, and our Same Properties net

operating income and Same Properties net operating income increases (cash basis) for the year ended December 31, 2024 were 1.2%

and 4.6%, respectively. Rental rate increases for the year ended December 31, 2024 of 16.9% and 7.2% (cash basis) on 3.9 million

renewed/re-leased RSF are attributable to the sustained appeal of our properties, strong property management expertise of our team,

and effective operational strategies. Additionally, a favorable triple net lease structure with contractual annual rent escalations resulted

in both a consistent Same Properties operating margin of 68% and Same Properties current-period average occupancy of 94.2% for the

year ended December 31, 2024, an increase of 30 bps for the same-period prior-year average, across our 321 Same Properties

aggregating 31.7 million RSF. As of December 31, 2024, approximately 92% of our leases (on an annual rental revenue basis) were

triple net leases, which require tenants to pay substantially all real estate taxes, insurance, utilities, repairs and maintenance, common

area expenses, and other operating expenses (including increases thereto) in addition to base rent. Additionally, approximately 97% of

our leases (on an annual rental revenue basis) contained contractual annual rent escalations approximating 3% that were either fixed or

based on a consumer price index or another index, and approximately 92% of our leases (on an annual rental revenue basis) provided

for the recapture of certain capital expenditures.

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Leasing activity (continued)

The following table summarizes our leasing activity at our properties for the years ended December 31, 2024 and 2023:

Leasing activity includes 100% of results for properties in North America in which we have an investment.

(1) Excludes month-to-month leases aggregating 136,131 RSF and 86,092 RSF as of December 31, 2024 and 2023, respectively. During the year ended

December 31, 2024, we granted free rent concessions averaging 0.7 months per annum.

(2) Includes tenant improvements and leasing commissions for leases aggregating 319,708 RSF related to (i) a 10-year lease with an anchor tenant expanding into its

flagship building in our Greater Stanford submarket and (ii) a 10-year lease, with rental rate increases of 83.3% and 42.3% (cash basis), in our Torrey Pines

submarket with an investment-grade top 20 tenant. Excluding these leases, tenant improvements and leasing commissions per RSF for the year ended

December 31, 2024 was $32.83, which is consistent with the five-year quarterly average of $29.98 per RSF. Tenant improvements and leasing commissions on

renewed and re-leased space executed during the year ended December 31, 2024 represented only 8.4% of total lease term rents, the second lowest percentage

of total lease term rents in the past five years.

(3) Refer to “New Class A/A+ development and redevelopment properties: summary of pipeline” in Item 2 for additional information, including total project costs.

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Summary of contractual lease expirations

The following table summarizes the contractual lease expirations at our properties as of December 31, 2024:

Contractual lease expirations for properties classified as held for sale as of December 31, 2024 are excluded from the information on this page.

(1) Represents amounts in effect as of December 31, 2024.

(2) Excludes month-to-month leases aggregating 136,131 RSF as of December 31, 2024.

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Summary of contractual lease expirations (continued)

The following tables present our lease expirations by market for 2025 and 2026 as of December 31, 2024:

Contractual lease expirations for properties classified as held for sale as of December 31, 2024 are excluded from the information on this page.

(1) Primarily represents assets that were recently acquired for future development and redevelopment opportunities, for which we expect, subject to market conditions and

leasing, to commence first-time conversion from non-laboratory space to laboratory space, or to commence future ground-up development. As of December 31, 2024, the

weighted-average annual rental revenue and expiration date of these leases expiring in 2025 is $7.0 million and February 18, 2025, respectively. Refer to “Investments in

real estate” under “Definitions and reconciliations” in Item 7 for additional details, including development and redevelopment square feet currently included in rental

properties.

(2) The largest remaining contractual lease expiration in 2025 is 98,741 RSF in our Sorrento Mesa submarket, where we are in early discussions to renew the tenant for a

short-term extension, and in 2026 is 163,648 RSF in our University Town Center submarket, where we have an ownership interest of 30.0% and are evaluating options to

re-lease or reposition the space from single tenancy to multi-tenancy.

(3) Excludes month-to-month leases aggregating 136,131 RSF as of December 31, 2024. Refer to “Leasing activity” in Item 2 for additional details.

(4) Represents amounts in effect as of December 31, 2024.

(5) Includes expected temporary vacancies aggregating 768,080 RSF in four submarkets with a weighted-average expiration date of January 21, 2025 and annual rental

revenue aggregating approximately $47 million with our share of this annual rental revenue aggregating $35 million comprising the following: (i) 182,054 RSF at Alexandria

Technology Square® Megacampus in our Cambridge submarket, (ii) 234,249 RSF at 409 Illinois Street, where we have an ownership interest of 25.0%, in our Mission Bay

submarket, (iii) one property aggregating 104,531 RSF in our Research Triangle market, and (iv) two properties aggregating 247,246 RSF in our Austin submarket. We

expect downtime on the 768,080 RSF to range from 12 to 24 months on a weighted-average basis. Our guidance assumes these properties remain operating properties

and are included in our same property pool for the year ending December 31, 2025. As of December 31, 2024, 23,522 RSF was leased, 112,831 RSF was under signed

letters of intent to re-lease, 527,196 RSF was involved in ongoing discussions for re-lease, and we expect to favorably resolve the remaining 104,531 RSF over the next

several quarters.

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Investments in real estate

A key component of our business model is our disciplined allocation of capital to the development and redevelopment of new

Class A/A+ properties, and property enhancements identified during the underwriting of certain acquired properties, primarily located in

collaborative Megacampus ecosystems in AAA life science innovation clusters. These projects are focused on providing high-quality,

generic, and reusable spaces that meet the real estate requirements of a wide range of tenants. Upon completion, each development or

redevelopment project is expected to generate increases in rental income, net operating income, and cash flows. Our development and

redevelopment projects are generally in locations that are highly desirable to high-quality entities, which we believe results in higher

occupancy levels, longer lease terms, higher rental income, higher returns, and greater long-term asset value. Our pre-construction

activities are undertaken in order to prepare the property for its intended use and include entitlements, permitting, design, site work, and

other activities preceding commencement of construction of aboveground building improvements.

Our investments in real estate consisted of the following as of December 31, 2024 (dollars in thousands):

(1) Refer to “Investments in real estate” under “Definitions and reconciliations” in Item 7 for additional details, including future development and redevelopment square feet

currently included in rental properties.

(2) We expect to continue pursuing our strategy to fund a significant portion of our capital requirements for the year ending December 31, 2025 with dispositions and sales

of partial interests primarily focused on sales of properties and land parcels not integral to our Megacampus strategy.

(3) Balances exclude accumulated depreciation and our share of the cost basis associated with our properties held by our unconsolidated real estate joint ventures, which is

classified as investments in unconsolidated real estate joint ventures in our consolidated balance sheet.

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Acquisitions

Our real estate asset acquisitions during the year ended December 31, 2024, consisted of the following (dollars in thousands):

(1) We expect to provide total estimated costs and related yields for development and significant redevelopment projects in the future, subsequent to the commencement of construction.

(2) Refer to Note 4 – “Consolidated and unconsolidated real estate joint ventures” to our consolidated financial statements in Item 15 for additional details.

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Dispositions

Our completed dispositions of real estate assets during the year ended December 31, 2024, consisted of the following (dollars in thousands, except for sales price per RSF):

(1) Refer to “Notes receivable” in Note 8 – “Other assets” to our consolidated financial statements in Item 15 for additional information.

(2) Refer to “Sales of real estate assets and impairment charges” in Note 3 – “Investments in real estate” to our consolidated financial statements in Item 15 for additional information.

(3) Represents properties that were 87% occupied as of September 30, 2024, with 61% of the aggregate RSF, primarily located at 215 First Street, scheduled to expire by December 31, 2025. These properties were not core to our

Megacampus strategy due to their size, location, or existing use. They are also expected to require significant re-leasing capital over the next few years, including at 215 First Street, a historical building with infrastructure limitations with

challenging floor plates. Acquired in 2007, 215 First Street came with significant entitlements which were later used to develop new adjacent projects at Alexandria Center® at Kendall Square. Since then, this property has served as a

reliable asset, providing primarily office space to our tenants. However, given the low occupancy and the significant reinvestment required for upgrades, we plan to recycle the capital generated by the disposition into our development and

redevelopment pipeline.

(4) Represents properties that were 65% occupied as of September 30, 2024, with 26% of the aggregate RSF scheduled to expire by June 30, 2025.

(5) Represents the sale of land parcels.

(6) Represents 100% of the contractual sales price. We held a 50% interest in this property through a consolidated real estate joint venture, and our share of the sales price and gain on real estate is $15.5 million and $3.2 million, respectively.

(7) Represents the disposition of an unconsolidated real estate joint venture for which we recognized a gain on sale of real estate of $3.3 million, which is classified as equity in earnings of unconsolidated real estate joint ventures in our

consolidated statement of operations. Refer to Note 4 – “Consolidated and unconsolidated real estate joint ventures” to our consolidated financial statements in Item 15 for additional information.

(8) Refer to footnotes 6 and 7.

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New Class A/A+ development and redevelopment properties

ALEXANDRIA’S FUTURE GROWTH IN

ANNUAL NET OPERATING INCOME FROM

DEVELOPMENT AND REDEVELOPMENT DELIVERIES

$395 MILLION

Placed Into Service

Expected to Be Placed Into Service

(1)

(2)

(3)

Refer to “Net operating income” under “Definitions and reconciliations” in Item 7 for additional details including its reconciliation from the most directly comparable financial measures presented in accordance with GAAP.

(1) Our share of incremental annual net operating income from development and redevelopment projects expected to be placed into service primarily commencing from 1Q25 through 2Q28 is projected to be $334 million.

(2) Includes (i) 461,101 RSF that is expected to stabilize through 2025 and is 89% leased/negotiating and (ii) expected partial deliveries through 4Q25 from projects expected to stabilize in 2026 and beyond. Refer to the initial and stabilized

occupancy years under “New Class A/A+ development and redevelopment properties: current projects” in Item 2 for additional details.

(3) Represents the leased/negotiating percentage of development and redevelopment projects that are expected to stabilize during 2025.

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New Class A/A+ development and redevelopment properties: recent deliveries

(1) Image represents 500 North Beacon Street on The Arsenal on the Charles Megacampus.

(2) Image represents 10955 Alexandria Way on the One Alexandria Square Megacampus.

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New Class A/A+ development and redevelopment properties: recent deliveries (continued)

The following table presents development and redevelopment of new Class A/A+ projects placed into service during the year ended December 31, 2024 (dollars in thousands):

Incremental Annual Net Operating Income Generated From 2024 Deliveries

Aggregated $118 Million, Including $55 Million in 4Q24

(1) Represents the average delivery date for deliveries that occurred during the three months ended December 31, 2024, weighted by annual rental revenue.

(2) Occupancy relates to total operating RSF placed in service as of the most recent delivery.

(3) Represents initial stabilized yields upon completion and delivery of the project during the three months ended December 31, 2024. However, we are actively negotiating with our existing anchor tenant to potentially relocate them to another

Alexandria property to accommodate their future growth, and if this occurs, our future returns on this asset could change as we backfill this building with a new tenant.

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New Class A/A+ development and redevelopment properties: current projects

(1) Image represents 500 North Beacon Street on The Arsenal on the Charles Megacampus.

(2) Image represents 60 Sylvan Road on the Alexandria Center® for Life Science – Waltham Megacampus. The project is expected to capture demand in our Route 128 submarket.

(3) Image represents a multi-tenant project expanding our existing Alexandria Center® for Science and Technology – Mission Bay Megacampus, where our joint venture partner will fund 100% of the construction cost until it attains an ownership

interest of 75%, after which it will contribute its respective share of additional capital. Additionally, during the three months ended December 31, 2024, we executed a letter of intent with a biomedical institution for the sale of a condominium

interest aggregating 103,361 RSF, or approximately 49% of the development project. We expect to complete the transaction in 2025. Accordingly, we adjusted the development project RSF and its related book value to reflect 109,435 RSF,

with our ownership share expected to be 25% at completion of the project.

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New Class A/A+ development and redevelopment properties: current projects (continued)

(1) Image represents 10955 Alexandria Way on the One Alexandria Square Megacampus.

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New Class A/A+ development and redevelopment properties: current projects (continued)

The following tables set forth a summary of our new Class A/A+ development and redevelopment properties under construction as of December 31, 2024 (dollars in thousands):

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New Class A/A+ development and redevelopment properties: current projects (continued)

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New Class A/A+ development and redevelopment properties: summary of pipeline

68% of Our Total Development and Redevelopment Pipeline RSF Is Within Our Megacampus™ Ecosystems

The following table summarizes the key information for all our development and redevelopment projects in North America as of December 31, 2024 (dollars in thousands):

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New Class A/A+ development and redevelopment properties: summary of pipeline (continued)

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New Class A/A+ development and redevelopment properties: summary of pipeline (continued)

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New Class A/A+ development and redevelopment properties: summary of pipeline (continued)

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New Class A/A+ development and redevelopment properties: summary of pipeline (continued)

Refer to “Megacampus” under “Definitions and reconciliations” in Item 7 for additional information.

(1) Total square footage includes 3,056,674 RSF of buildings currently in operation that we expect to demolish or redevelop and commence future construction subject to market conditions and leasing. Refer to “Investments in real estate”

under “Definitions and reconciliations” in Item 7 for additional information, including development and redevelopment square feet currently included in rental properties.

(2) During the three months ended September 30, 2024, we filed a lawsuit against the New York City Health + Hospitals Corporation and the New York City Economic Development Corporation for fraud and breach of contract concerning our

option to ground lease a land parcel to develop a future world-class life science building within the Alexandria Center® for Life Science – New York City Megacampus. Refer to “Legal proceedings” in Item 3 for additional details.

(3) Includes $3.9 billion of projects that are currently under construction.

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