ITEM 1A. RISK FACTORS
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 or monetize 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.
• 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
NIH, the SEC, and other agencies), support of early stage research, FDA effectiveness, tariffs, 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 (“R&D”), 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 (“IRA”), 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.
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.
• 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.
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.
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, 2025 ,
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, 2025 , 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% – 12% (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, 2025 ,
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.
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
retain and 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 3.50% and 3.75% as of December 31, 2025. 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. These pressures are expected to intensify in 2026 due to tariff‑driven material‑cost volatility. 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.
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.
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.
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 certain 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.
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.
The market price and volatility of our common stock may be adversely affected by our financial performance, our
ability to meet market expectations, and a wide range of external factors outside of our control.
Our actual financial results may differ materially from expectations and/or the guidance we provide. Failure to meet market
expectations, including with respect to earnings estimates, funds from operations per share, operating cash flows, and revenues, or the
occurrence of a wide range of operational and external factors beyond our control, including, but not limited to, those provided below,
has adversely affected, and may in the future adversely affect the market price and volatility of our common stock:
• The status of the economy;
• Fluctuations due to general market volatility;
• The condition of the financial and banking industries, disruptions in the banking sector, or failures of financial institutions
that we or our tenants may or may not have business relationships with;
• The availability and cost of debt and/or equity capital and changes in financing terms available to us;
• Our ability to execute planned asset dispositions at our targeted pricing levels and to effectively reinvest the resulting
proceeds in a manner that supports our strategic and financial objectives;
• Adverse market reaction to any additional debt we incur or equity we raise in the future;
• 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;
• Actual or anticipated capital requirements;
• The amount and timing of debt maturities and other contractual obligations;
• The condition of our balance sheet;
• Actual or anticipated variations in our quarterly or annual operating results, dividends, net income, funds from operations,
or guidance;
• Actual or anticipated changes in rental rates, leasing activity, occupancy levels, or real estate valuations;
• Our ability to re‑lease space at similar rates as leases expire;
• 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;
• Unanticipated difficulties and/or expenditures relating to future acquisitions;
• Changes in our analyst ratings;
• Changes in our corporate credit ratings or credit ratings of our debt or other securities;
• Additions, departures, or other announcements regarding our key management personnel and/or the Board of Directors;
• Changes in market valuations of similar companies;
• 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);
• 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;
• 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;
• Negative developments in the operating results or financial condition of tenants, including, but not limited to, their ability to
pay rent;
• Regulatory approval and market acceptance of the products and technologies of tenants;
• Liability or contract claims by or against tenants;
• Environmental laws affecting our properties;
• Changes in rules or practices governing our financial reporting;
• Other legal and operational matters, including REIT qualification and key management personnel recruitment and
retention;
• Global market factors adversely affecting the U.S. economic and political environment;
• 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; and
• The realization of any of the other risk factors included in this annual report on Form 10-K.
Any of these factors may adversely affect the market price and volatility of our common stock.
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.
Our Board of Directors determines 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.
On December 3, 2025, our Board of Directors declared a quarterly cash dividend of $0.72 per common share for the fourth
quarter of 2025, representing a $0.60, or 45%, reduction from the dividend declared for the third quarter of 202 5. Our Board of Directors
may reduce or suspend our quarterly dividends in the future. Any further reduction in distributions to stockholders may further negatively
impact our stock price.
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 in Canada. 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
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.
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, develop or redevelop, and operate properties , o r 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, 2025 , the aggregate
noncontrolling interest balance in our consolidated balance sheet is $3.63 billion . In six consolidated real estate joint ventures with
aggregate noncontrolling interests of approximately $1.17 billion , our partners currently have the ability to exercise these rights. In 16
other consolidated real estate joint ventures with aggregate noncontrolling interests of approximately $1.91 billion , these rights become
exercisable upon the expiration of respective lockout provisions during 2026 through 2031 .
If a joint venture partner elects to initiate a transaction relating to its interest in the joint venture or the property, we generally
have a right of first refusal or buy right which may allow us to achieve full ownership of the property. However, if we decline to exercise
such right, the partner generally has a right to sell to a third party or force a sale of the property with minimal to no input from us.
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.
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 real estate 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 real estate 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. F or 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 real estate 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.
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 a 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.
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 otherwise becomes unable to provide critical utilities, security,
construction, or other essential 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.
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.
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
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.
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.
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 spaces 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 spaces 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.
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.
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.
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.
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.
On July 3, 2025, the U.S. House of Representatives and the Senate passed the One Big Beautiful Bill Act, which the U.S.
President signed into law on July 4, 2025 (the “OBBB Act”). Among other things, the OBBB Act:
• Changed the business interest expense limitation from 30% of EBIT to 30% of EBITDA. This limitation does not apply to,
among others, real property businesses electing out of such restriction. We generally believe our business activities
qualify as real property businesses, but businesses conducted by our taxable REIT subsidiaries may not qualify ;
• Restored and made permanent 100% bonus depreciation for qualified short-lived business property placed in service after
January 19, 2025;
• Created Section 174A of the Internal Revenue Code, which reinstated 100% expensing for domestic research and
experimental expenditures;
• For individuals, made permanent a deduction equal to 20% of certain income from pass-through entities, including
ordinary dividends distributed by a REIT (excluding capital gain dividends and qualified dividend income), which was set
to expire after 2025; and
• Made permanent many of the provisions of the 2017 Tax Cuts and Jobs Act that were set to expire at the end of 2025.
The long-term impact of the OBBB Act on the overall economy, government revenues, our tenants, us, and the real estate
industry cannot be reliably predicted. Furthermore, the OBBB Act may negatively impact certain of our tenants’ operating results,
financial condition, and future business plans. The OBBB Act may also result in reduced government revenues, and therefore reduced
government spending, which may negatively impact some of our tenants that rely on government funding. There can be no assurance
that the OBBB Act will not negatively impact our operating results, financial condition, and future business operations.
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.
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.
The current U.S. administration has from time to time discussed, and may propose potential changes to the ACA and other
healthcare programs. In 2025, the administration also initiated multiple healthcare‑system policy actions affecting drug pricing, federal
agency operations, and reimbursement frameworks, creating materially increased uncertainty for tenants in the life science, healthcare,
and pharmaceutical sectors. It is unclear how any such healthcare reports or other policy changes, if implemented, 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. We also face risks related to potential furloughs or shutdown contingency operations of government
employees, which could delay regulatory approvals and impact tenant operations. 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 the past 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. 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, 2025 , leases with U.S. government tenants at our properties accounted for
approximately 1.5% of our aggregate annual rental revenue in effect as of December 31, 2025 .
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.
Changes to U.S. government funding, staffing, trade, policies, and other federal actions could adversely affect our
business operations or those of our tenants and our venture investment portfolio companies.
Domestic and international policy shifts may introduce considerable uncertainty to the macroeconomic and regulatory
landscape in which we, our tenants, and our venture investment portfolio companies operate. Our tenants and our venture investment
portfolio companies include entities in the pharmaceutical, biotechnology, medical device, life science, and related industries, academic
and private institutions, and government institutions that determine their R&D budgets based on several factors, including the
availability of government and other funding and the reliability and operational efficiency of public regulatory institutions.
Since January 2025, the U.S. administration has implemented and proposed substantial policy changes that affect federal
health agencies, research funding, public health priorities, and international trade. Several of these actions were later modified, paused,
or limited by courts or subsequent agreements, but they continue to create material uncertainty for planning, capital allocation, and
tenant demand across the life science ecosystem.
Reductions in FDA workforce
In 2025, the FDA laid off approximately 3,500 employees, representing approximately 19% of its workforce at the beginning of
the year, with certain actions later modified or reversed. These reductions have created additional uncertainty and delay in drug and
device approval processes, which may negatively impact our tenants’ operations and demand for our life science space. Such
disruptions could lead to setbacks in research and development timelines, negatively impacting life science companies’ ability to
advance their pipelines, secure investor funding, or achieve commercial viability, which could severely affect their operations and
financial performance and, as a result, adversely impact our operating and financial results.
Restructuring and workforce reductions at the CDC
In 2025, the U.S. Centers for Disease Control and Prevention (“CDC”) underwent a significant restructuring and workforce
reduction, including the dismissal of key scientific and policy personnel and operational changes affecting certain programs, with some
actions later modified or reversed. These developments have raised concerns among public health and industry stakeholders about the
agency’s capacity to maintain vaccine oversight, coordinate immunization programs, and respond to emerging infectious disease
threats. Reduced CDC staffing and operational realignments may disrupt the collection and dissemination of critical epidemiological
data, delay updates to vaccination guidelines, and impair public confidence in vaccine safety. For our tenants and venture investment
portfolio companies operating in the vaccine research, development, and manufacturing sectors, diminished CDC engagement could
lead to uncertainty in regulatory expectations, lower vaccine uptake rates, and delay the adoption of new immunization technologies.
Any such disruptions could undermine the commercial viability of vaccine-related products, reduce R&D investment in the field, and in
turn negatively impact demand for our specialized life science facilities and the value of our venture investment portfolio.
NIH grant cuts and impact on research institutions
The U.S. administration has implemented significant policy changes affecting the NIH, leading to substantial disruptions in
biomedical research across the U.S. These actions have included staff layoffs and funding cuts as described below and have resulted in
the suspension of numerous research projects, posing risks to scientific advancement and introducing uncertainty for some of our
tenants and venture investment portfolio companies.
• NIH budget freeze and workforce cuts . On January 27, 2025, the U.S. administration issued a memorandum to suspend
NIH grant funding, freezing much of the NIH’s nearly $48 billion budget for 2025. Though the suspension was eventually
blocked and reversed, during the first half of 2025, the NIH laid off approximately 5,000 employees and contractors across
its approximately 20,000 -person workforce.
In May 2025, the White House introduced a budget proposal for fiscal year 2026 that would reduce the NIH budget by
approximately 40%, from $48 billion to $27.5 billio n. Congress has not enacted this proposal, and, because no fiscal year
2026 appropriations bill has been passed to date, NIH funding currently remains at 2024 levels under a continuing
resolution. In addition, on January 5, 2026, the U.S. Court of Appeals for the First Circuit affirmed a nationwide injunction
blocking the administration’s attempt to impose a 15% cap on indirect cost reimbursements for NIH grants, preventing a
significant reduction in research funding from taking immediate effect. Nevertheless, if Congress ultimately adopts
material reductions to the NIH budget or similar funding restrictions are pursued through future legislative or administrative
actions, federal support for early‑stage scientific research could decline. Such reductions could slow the formation and
growth of life science companies, diminish U.S. competitiveness in biomedical innovation, and negatively impact long‑term
demand for our specialized life science real estate.
• Termination of NIH grants and funding commitments to major research institutions . On January 20, 2025, President Trump
issued an executive order directing every U.S. agency, including the NIH, to “terminate, to the maximum extent allowed by
law” all grants relating to diversity, equity, and inclusion. Further, on January 29, 2025, the President issued an executive
order to make it “the policy of the United States to combat anti-Semitism vigorously, using all available and appropriate
legal tools, to prosecute, remove, or otherwise hold to account the perpetrators of unlawful anti-Semitic harassment and
violence.” As a result of one or both executive orders, the NIH, the world’s largest funder of biomedical research, has
withheld funding from certain U.S. research institutions .
• 15% cap on indirect cost reimbursements of all NIH grants. On February 7, 2025 , the NIH introduced a policy limiting
indirect cost reimbursements to 15% for all NIH grants, representing a significant reduction from historic levels, which
were approximately double that rate on average, and in some cases significantly higher. On January 5, 2026, the U.S.
Court of Appeals for the First Circuit affirmed that NIH’s 15% cap violates federal law and U.S. Department of Health and
Human Services (“HHS”) regulations, leaving negotiated Facilities & Administrative (“F&A”) rates in place. While this ruling
preserves institution‑specific negotiated F&A reimbursements for now, prior uncertainty prompted contingency measures
at several U.S. research universities, and the administration has signaled it may pursue policy changes through other
channels. This threatens to substantially impact the ability of U.S. research institutions to support their infrastructure and
administrative costs, including their ability to lease life science facilities.
A coalition of 22 state attorneys general, along with organizations including the Association of American Medical Colleges, filed
lawsuits challenging the NIH’s policy changes, particularly the 15% cap on indirect costs. On April 7, 2025 , a federal court issued a
permanent injunction blocking the enforcement of this cap, and on January 5, 2026, the U.S. Court of Appeals for the First Circuit
affirmed the earlier ruling. However, the U.S. administration has signaled its intent to appeal and/or pursue similar funding restrictions
through future legislative or administrative actions. If implemented, any such funding cap could negatively impact tenants that depend
on grant funding for their operations. It could also reduce the financial resources available to such tenants, forcing them to scale back
operations, reduce leased space, or delay their plans for lease expansion.
Termination of federal research funding has already led to reductions in postdoctoral hiring and the closure of critical programs
at prominent U.S. academic institutions. Moreover, recent changes to visa and immigration rules have introduced new uncertainty
around the ability of international graduate students and postdoctoral researchers to remain in the U.S. following graduation. Many of
these individuals represent years of training investment and historically have formed a key segment of the U.S. biotechnology
workforce. As limitations on their residency and employment take effect, a growing share of talent is migrating to foreign markets. The
U.S. life science real estate market has historically benefited from robust domestic R&D activity and venture capital investment.
However, other countries are increasingly positioned to attract top-tier biomedical talent, venture capital, and clinical trials. The global
leadership in biotechnology currently held by the U.S. may begin to shift abroad. The reduced attractiveness of the U.S. as a destination
for research and commercialization could lead to a substantial long-term decline in the size of our life science tenant base and of life
science real estate.
Drug pricing regulation — Most-Favored-Nation Executive Order
On May 12, 2025, President Trump issued an executive order titled “Delivering Most-Favored-Nation Prescription Drug Pricing
to American Patients,” directing the U.S. HHS to set U.S. drug price benchmarks at the lowest prices paid in comparable developed
countries. Although the President projected price reductions of 30%–80% , most reforms would require formal rulemaking and are likely
to face legal obstacles. In July 2025, the White House sent letters to the chief executive officers of 17 major drug manufacturers,
demanding compliance within 60 days and noting that noncompliance could result in the federal government's enforcement through
"every tool in our arsenal." Recently, the Trump administration and AstraZeneca and Pfizer reached public agreements under which
both companies will offer many drugs at “most-favored-nation” (“MFN”) pricing through Medicaid and via a new direct-to-consumer
platform, and in return AstraZeneca and Pfizer will receive a three-year tariff reprieve. While these developments signal accelerating
government pressure on industry pricing, they also inject significant ambiguity into commercial forecasts for pharmaceutical and
biotechnology firms. If widely adopted, MFN pricing could materially compress margins, reduce investment in R&D, and suppress
expansions by our life science tenants, adversely impacting demand for laboratory and related technical office space and manufacturing
space and thereby posing downside risk to property income and investment valuations.
Reductions in Medicaid funding under the OBBB Act
On July 4, 2025, the OBBB Act was signed into law. Included in the bill is an estimated $1 trillion in cuts to Medicaid spending,
implemented through Medicaid work requirements, patient cost-sharing, and a phase-down of Medicaid provider taxes and state-
directed payments. Such reductions in Medicaid spending could result in lower revenue for some of our life science tenants, adversely
impacting their financial performance and potentially resulting in reduced life science investment and real estate requirements.
Rapid expansion of China’s biotechnology sector and potential adverse impact on demand for U.S. life science real estate
The U.S. life science real estate market has historically benefited from robust domestic R&D activity and venture capital
investment. The accelerated growth of China’s biotechnology industry, fueled by state subsidies, regulatory reform, and inexpensive
talent, could negatively impact demand for U.S. laboratory space. Given lower operational costs and faster clinical trial recruitment
timelines, China may attract biotechnology firms to conduct their R&D activities, including clinical trials, in China rather than in the U.S.
Additionally, the U.S. biopharmaceutical sector is increasingly sourcing innovative assets from China, with over one-third of in-
licensed molecules at major U.S. pharmaceutical companies now originating from Chinese firms. If biopharmaceutical companies
increasingly rely on acquiring or in-licensing assets from China instead of those developed in the U.S., it could negatively impact the
fundamentals of the U.S. biotechnology market, leading to reduced investment and fewer U.S.-based biotechnology companies. Should
this occur, demand for domestic laboratory space could decline.
Tariff escalation, trade disruption, and financial market instability
Beginning in March 2025, the U.S. government implemented a series of trade actions that have reshaped global economic
relations and triggered market volatility, specifically:
• On February 1, 2025 , President Trump signed executive orders imposing a 25% tariff on certain imports from Mexico and
Canada and a 10% tariff on all products from China.
• On March 3, 2025 , the President increased tariffs on all products from China from 10% to 20% . He also implemented new
25% tariffs on certain additional imports from Mexico and Canada.
• On April 2, 2025 , the President declared a national emergency to address the U.S. trade deficit and imposed a 10%
universal import tariff on all goods, with higher rates for 57 trading partners. This announcement led to a significant stock
market decline, with the S&P 500 Index, Dow Jones Industrial Average, and the Nasdaq Composite dropping by
approximately 6.0% , 5.5% , and 5.8% , respectively.
• On April 9, 2025 , facing a global financial market meltdown, the President announced a 90 -day pause on tariffs for most
countries but raised the tax rate on Chinese imports to 125% . Following the announcement, the S&P 500 Index surged
9.5% . However, on April 10, 2025, U.S. stocks fell as the initial euphoria over the pause on tariffs faded. Subsequently, on
June 12, 2025, the President announced that the 125% tariff would be replaced with a 55% tariff on select Chinese goods.
Pharmaceutical ingredients and critical materials remained partially exempt.
• On April 14, 2025, the U.S. government launched an investigation into pharmaceuticals to justify tariffs that may be
implemented on pharmaceutical products. In 2024, over $200 billion in pharmaceutical products were imported to the
U.S., and it is estimated that U.S. tariffs could add $46 billion in costs to the pharmaceutical industry.
• On August 21, 2025, the U.S. and the European Union reached a trade agreement establishing a 15% ceiling on tariffs
applied to pharmaceutical products traded between the two regions. The accord preserves supply chain continuity for a
significant share of imported active pharmaceutical ingredients and finished drug products sourced from Europe while
signaling potential divergence in tariff treatment for manufacturers based outside allied markets such as India and China.
• On September 25, 2025, President Trump announced, effective October 1, 2025, pharmaceutical manufacturers would be
subject to a 100% tariff on all branded and patented drugs imported into the U.S. The President stated that manufacturers
could avoid these tariffs by establishing U.S.-based production operations, with qualifying activity defined as either
projects that have broken ground or are already under construction. The measure excludes generic drugs and exempts
companies actively developing or constructing domestic manufacturing facilities.
If tariff uncertainty, its associated costs, and the disruption of broader financial markets continue, we may face the following
risks:
• Restricted access to capital. Market instability may hinder our ability to raise capital, including through dispositions, sales
of partial interests, and new debt capital, and could potentially delay our current or future development and redevelopment
projects.
• Rising construction costs. Our general contractors may face difficulty procuring construction materials at reasonable
prices, particularly those subject to tariffs or disrupted supply, which may lead to project delays and/or increased costs.
Rising costs and procurement challenges could significantly impact the yields and delay commencement of net operating
income from our current and future development and redevelopment pipeline.
• Risks to tenant operations. Many of our tenants rely on the import and export of materials, components, and/or specialized
equipment. As a result, their products may become prohibitively expensive to manufacture or sell. These challenges may
adversely affect our tenants’ ability to meet their lease obligations or to renew their leases with us.
• Macroeconomic impact. Widespread tariffs, restricted trade, increased market volatility, and reduced investor confidence
may trigger inflationary pressure and elevate the risk of a U.S. recession.
The cost increases that may result from tariffs, trade conflicts, and financial market volatility may significantly impact our
development and redevelopment projects. Elevated material costs may lead to higher overall project budgets and extended
construction timelines or require modifications to project scope to preserve economic feasibility. Any such adjustments may prevent our
delivery of space on time and within budget, delay occupancy and commencement of rental income, and impact projected net operating
income and yields.
Any of the aforementioned and future developments may adversely affect occupancy rates, rental income, and the value of our
real estate portfolio in several ways. First, regulatory delays and reduced NIH funding may slow the pace of innovation and company
formation, leading to fewer early-stage tenants seeking laboratory space. Established tenants may face financial strain due to reduced
grant support, drug pricing pressures, and increased operational costs from tariffs, prompting them to downsize, consolidate, or defer
expansion plans. These dynamics could result in lower leasing, increased vacancy rates, and downward pressure on rental rates
across our portfolio.
Second, macroeconomic volatility and restricted access to capital markets may impair our ability to fund new developments
and redevelopments, raise new debt or equity capital at favorable terms, and impact pricing on dispositions. Rising construction costs
and supply chain disruptions could delay project completions, reduce development yields, and impact the timing of rental income
generation. Additionally, if tenants are unable to absorb higher operating costs or pass them on to customers, their financial health may
deteriorate, increasing the risk of lease defaults or renegotiations.
Finally, the growing competitiveness of international markets, particularly China’s rapidly expanding biotechnology sector, may
shift R&D activity abroad, reducing domestic demand for specialized laboratory infrastructure. If U.S.-based life science companies
increasingly rely on foreign innovation or relocate operations to more favorable regulatory or cost environments, the long-term
fundamentals of the U.S. life science real estate market could weaken. This may lead to asset devaluation, reduced investor
confidence, and a more challenging environment for sustaining growth and delivering stockholder value.
Life science industry dynamics
The life science industry is undergoing a prolonged period of structural and cyclical challenges that may materially and
adversely affect our business, financial condition, and results of operations. The venture capital ecosystem that supports early-stage
platform development has experienced several years of contraction as investors look to more de-risked later-stage assets that may not
require significant R&D laboratory requirements. Additionally, historical performance data increasingly shows that life science venture
capital returns have underperformed relative to technology-focused funds and broader public market indices. While a small number of
firms have consistently outperformed, the majority of life science-focused funds have delivered uneven results, leading institutional
investors, including endowments, foundations, and pension funds, to reassess their long-term allocations to the sector.
This reassessment may result in a long-term reduction in capital available to private biotechnology companies, which
represent a meaningful portion of our tenant base. The high failure rate of private biotechnology companies, coupled with the increasing
cost and complexity of drug development, has led many investors to shift their focus toward more de-risked clinical-stage assets, often
sourced internationally. As a result, fewer early-stage private biotechnology companies may be formed and funded in the U.S., which
may reduce demand for the specialized laboratory space we provide across our portfolio.
In addition, the private life science market has become increasingly selective, with available capital chasing a limited number
of high-quality opportunities. This dynamic has compressed potential returns, on average, and altered the risk-reward profile for
investors. While this does not necessarily indicate a permanent shift, it does reflect a more cautious and selective investment
environment that may persist for the foreseeable future. These conditions may lead to reduced biotechnology company formation in the
U.S., diminished tenant demand, slower leasing velocity, and increased turnover among higher-risk early-stage biotechnology tenants,
particularly in markets where our portfolio is heavily concentrated in emerging biotechnology.
These industry dynamics may also affect our ability to raise capital to fund future development projects. If capital markets
perceive the life science sector as structurally challenged, our cost of capital may increase and our access to equity or debt financing
may be constrained. This could limit our ability to pursue new development opportunities, reposition existing assets, or invest in
strategic initiatives that enhance long-term stockholder value.
To address these risks, we have employed and may continue to employ a range of mitigating strategies, including:
• Deepening relationships with top-tier venture capital firms and academic institutions to identify and support high-potential
tenants earlier in their life cycle.
• Expanding our proprietary products to offer operational support, shared infrastructure, and flexible leasing models that
improve capital efficiency for emerging companies.
• Enhancing our data and analytics capabilities to better assess tenant viability, monitor portfolio risk, and inform leasing
and development decisions.
• Exploring strategic partnerships with pharmaceutical companies, contract research organizations (“CROs”), and
investment-grade institutions to create more stable demand anchors within our campuses.
• Convening influential stakeholders through our industry-leading Alexandria Summit ® event series, which brings together
key decision makers, life science thought leaders, venture capital firms, members of Congress, regulatory agency
executives, and other policymakers to prioritize diseases with unmet needs and advance the development of novel
effective therapies.
• Exploring alternative uses for Alexandria’s robust laboratory and office infrastructure by, for example, technology tenants
that require specialized R&D space.
While we believe these strategies can help mitigate the impact of current industry headwinds, there can be no assurance that
they will fully offset the risks associated with reduced formation and performance of private biotechnology companies. If we are unable
to respond effectively to these evolving market conditions, our ability to lease space, maintain high occupancy levels, generate
consistent cash flows, deliver earnings growth, and provide long-term value to our stockholders may be materially and adversely
affected.
Failure of the U.S. federal government to manage its fiscal matters may negatively impact the economic environment and adversely
impact our business
An inability of the U.S. federal government to manage its fiscal matters and enact appropriate fiscal legislation may
significantly impact the national and global economic and financial environment, result in reduced economic confidence domestically
and globally, reduce investment spending, increase borrowing costs, impact availability and cost of capital, and significantly hinder or
reduce economic activity. These economic impacts could adversely affect our business and the businesses of our tenants.
In September 2025, Congress failed to enact a budget for the upcoming fiscal year, which resulted in a partial government
shutdown that lasted for 43 days. The shutdown affected certain key agencies at the federal government level, resulting in partial
closures of operations. During a shutdown, the FDA maintains critical operations but may be unable to accept or process new drug
applications. The NIH and CDC may experience staffing furloughs, suspended operations, and delayed reviews of grant applications.
Prolonged or repeated shutdowns or short-term Congressional budget resolutions could adversely affect business operations of some
of our tenants that depend on federal funding, contracts, or regulatory actions to sustain their operations. Our tenants may experience
delays in submitting or advancing new drug applications, or receiving device approvals should the operations at the FDA and other
oversight bodies be reduced. The NIH may pause peer-review meetings, issuance of new grants, and many program activities, and its
Clinical Center will be unable to launch new trials during the funding lapse. The FDA’s operations may become limited to work deemed
“safety-critical” and activities supported by carryover user fees, and the agency has stated it will be unable to accept certain new
submissions requiring fees until funding resumes. These outcomes could impede R&D progress, postpone commercialization
milestones, and delay anticipated financing. Additionally, the broader economic and capital market consequences of an extended
shutdown, such as weakened investor confidence, deferred initial public offerings (“IPOs”), and a slower pace of venture and private
equity deployment, could further strain tenants’ access to capital. Our tenants may seek to reduce cash outflows by delaying rent
payments, renegotiating lease terms, downsizing existing space commitments, or filing for bankruptcy or ceasing operations altogether.
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 will likely be substantially less than the
remaining rent actually owed to us under the tenant’s lease. Any shortfall in rent payments could adversely affect our cash flows and our
ability to make distributions to our stockholders.
We hold equity investments in certain publicly traded companies, limited partnerships, and privately held entities primarily
involved in the life science and technology industries. The valuation of these investments is affected by many external factors beyond
our control, including, but not limited to, market prices, market conditions, healthcare 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. Reduced activities or temporary closures of agencies such as the FDA and SEC may adversely affect
business operations, financial results, IPO processing, and project funding for 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.
We cannot predict the timing or duration of appropriation lapses or the extent of any public policy changes. If a government
shutdown occurs, our business and that of our tenants and our venture investment portfolio companies could be adversely affected.
These risks may also impact our overall liquidity, our borrowing costs, or the market price of our common stock.
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. HHS 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.
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.
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.
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 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.
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 water stress, severe
weather patterns, and storm surges. In addition, properties in certain regions may face heightened exposure to wildfire and drought
conditions, which can lead to water stress and increased risk of property damage or operational disruption. 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.
On March 6, 2024, the SEC adopted new standards that would require quantitative disclosures of certain climate-related
metrics and greenhouse gas (“GHG”) emissions, including within the footnotes to our consolidated financial statements, which were
originally set to take effect in May 28, 2024. However, on April 4, 2024, the SEC issued an order to stay these rules pending judicial
review following legal challenges. In March 2025, the SEC voted to withdraw its defense of the rules, and since that time it has
maintained the stay. As of the date of this report, the rules remain stayed indefinitely, and their future implementation is uncertain.
In addition, California introduced 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. SB 253 requires
companies doing business in California to report their greenhouse gas emissions (Scope 1 and 2, and later Scope 3) according to a
schedule to be implemented through rulemaking by the California Air Resources Board (“CARB”). SB 261 requires covered companies
to prepare biennial climate‑related financial risk reports; however, a court order has delayed implementation of SB 261 pending appeal,
and CARB has indicated it will not enforce the January 1, 2026 deadline while the injunction remains in effect.
In August 2022, the U.S. Congress enacted the Inflation Reduction Act of 2022, which directed nearly $400 billion of federal
spending 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 change and emission reduction
targets impacting the building sector. For example, certain cities, including Boston, Cambridge, New York, and Seattle, have adopted or
are implementing requirements relating to GHG emissions associated with building operations. Some municipalities, including the Cities
of New York and San Francisco, have also implemented electrification and/or restrictions on certain natural-gas uses in certain new
construction projects.
Following the 2024 U.S. elections and changes in U.S. federal policy priorities, developments may create regulatory
uncertainty with respect to climate change policy. For example, in January 2025, the U.S. submitted notice of withdrawal from the Paris
Agreement, marking a significant shift in U.S. climate policy. It remains unclear what further actions with respect to domestic and
international programs and initiatives will be taken and what support U.S. policymakers 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.
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 33% 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. 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.
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.
• Investment-grade renewable energy projects available for contracting by 2030 have declined due to interconnection
delays, transmission constraints, and rising demand from large buyers. Contract costs have increased, driven by higher
material and labor costs, tariffs, extended interconnection timelines, and competition. Additionally, changes in federal,
state, and local laws, incentive programs, and tax credits, as well as volatility in renewable energy credit markets are risks
that may impact project economics and timelines. Such changes in the availability, costs, regulatory environment, and
market dynamics for 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 procure renewable electricity, and 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.
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 and the third parties with whom we work 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
actual or perceived noncompliance by us or the third parties with whom we work, 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 process personal information and other sensitive data, including that of our tenants,
vendors, and employees. As such, we are subject to numerous data privacy and security obligations, including laws, regulations,
external and internal data privacy and security policies, and contractual requirements.
In the U.S., federal, state, and local governments have enacted numerous data privacy and security laws. For example, the
California Consumer Privacy Act of 2018, as amended (“CCPA”), applies to personal information of job applicants, employees, and
independent contractors who are California residents and requires businesses to provide specific disclosures in privacy notices and
honor requests of such individuals to exercise certain privacy rights. The CCPA provides for fines and allows private litigants affected by
certain data breaches to recover significant statutory damages.
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, 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
• 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, or evolving laws in other
jurisdictions.
Additionally, under various privacy laws and other obligations, we may be required to obtain certain consents to process
personal information. For example, some of our data processing practices have been and may in the future be subject to challenges or
lawsuits under data privacy and communications laws, including for example under wiretapping laws, if we share personal information
with third parties through various methods, including cookies or via third-party marketing pixels. These practices may be subject to
increased challenges by class action plaintiffs. Our inability or failure to obtain consent for these practices could result in adverse
consequences, including class action litigation and mass arbitration demands.
Our employees and personnel use generative artificial intelligence (“AI”) and/or automated decision-making technologies to
perform their work, and the disclosure and use of personal information in AI technologies is subject to various privacy laws and other
privacy obligations. Governments have passed and are likely to pass additional laws and regulations regulating AI and/or automated
decision-making technologies. Our use of this technology could result in additional compliance costs, regulatory investigations and
actions, and lawsuits. If we are unable to use AI and/or automated decision-making technologies, it could make our business less
efficient and result in competitive disadvantages.
We publish privacy policies, marketing materials, and other statements concerning data privacy and security. Regulators in the
U.S. are increasingly scrutinizing these statements, and if these policies, materials, or statements are found to be deficient, lacking in
transparency, deceptive, unfair, misleading, or misrepresentative of our practices, we may be subject to investigation, enforcement
actions by regulators or other adverse consequences.
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 actual or perceived 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 and obligations 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 data 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.
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. Ransomware and similar attacks that
adversely impact the operations of our properties could adversely impact our tenants’ ability to access and use our properties and
services, disrupt their operations, or result in an adverse impact to their business.
It may be difficult and/or costly to detect, investigate, mitigate, contain, and remediate a security incident. Our efforts to do so
may not be successful. Actions taken by us or the third parties with whom we work to detect, investigate, mitigate, contain, and
remediate a security incident could result in outages, data losses, and disruptions of our business.
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;
• 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 data
(including personal information); 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 data 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 data 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 AI 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 AI and automation in life science research and development 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.
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, 2025 , 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.
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.
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
August 2025. Similarly, Fitch Ratings downgraded the sovereign credit rating of the U.S. from “AAA” to “AA+” in 2023 and affirmed the
“AA+” rating in August 2025. 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.
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
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 were tentatively set to be released and to take effect by
mid-2025. The Federal Reserve’s vice chair for supervision announced in September 2025 that a revised, more industry-friendly version
is expected by early 2026.
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 early
2026, 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 U.S. presidential
administration or 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
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. In early 2025, President Trump imposed additional tariffs on certain exports from
Canada, Mexico, and 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 AI 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.
