ALEXANDRIA REAL ESTATE EQUITIES INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Dear Stockholder:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders of Alexandria Real Estate Equities, Inc., a Maryland corporation (the “Company,” ”Alexandria,” “our,” “we,” and “us”), to be held on Tuesday, May 14, 2024, at 11:00 a.m. Pacific Time, at 26 North Euclid Avenue, Pasadena, CA 91101 (the “2024 Annual Meeting”).

At the 2024 Annual Meeting, you will be asked to consider and vote upon: the election of eight directors; the amendment and restatement of the Company’s Amended and Restated 1997 Stock Award and Incentive Plan (as proposed to be amended and restated, the “Amended 1997 Incentive Plan”); a resolution to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers; and the ratification of the appointment by the Audit Committee of the Board of Directors of the Company (the “Board”) of Ernst & Young LLP as our independent registered public accountants for the fiscal year ending December 31, 2024. The accompanying Notice of Annual Meeting of Stockholders and Proxy Statement (the “Proxy Statement”) describe these matters. We urge you to read this information carefully.

The Board unanimously believes that the election of its nominees as directors; approval of the Amended 1997 Incentive Plan; approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers; and ratification of the appointment of our independent registered public accountants are in the best interests of the Company and accordingly recommends a vote FOR the election of all the nominees as directors; FOR the approval of the Amended 1997 Incentive Plan; FOR the approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers; and FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accountants.

In addition to the formal business to be transacted at the meeting, management will report on the progress of our business and respond to comments and questions of general interest to stockholders. You will find a summary of some of the key performance indicators and more detailed information in the Proxy Statement.

We sincerely hope that you will be able to attend and participate in the meeting. Whether or not you plan to attend the meeting, it is important that your shares be represented and voted. You may authorize a proxy to vote your shares by completing the accompanying proxy card or voting instruction form or by giving your proxy authorization via telephone or the Internet in accordance with the instructions on the accompanying proxy card or voting instruction form that you should receive from the bank, broker or other nominee that is the record holder for your shares.

BY COMPLETING AND RETURNING THE ACCOMPANYING PROXY CARD OR VOTING INSTRUCTION FORM OR BY AUTHORIZING A PROXY VIA TELEPHONE OR THE INTERNET, YOU AUTHORIZE THE PROXY HOLDERS TO REPRESENT YOU AT THE 2024 ANNUAL MEETING OF STOCKHOLDERS AND VOTE YOUR SHARES ACCORDING TO YOUR INSTRUCTIONS. SUBMITTING YOUR PROXY NOW WILL NOT PREVENT YOU FROM VOTING IN PERSON AT THE 2024 ANNUAL MEETING BUT WILL ENSURE THAT YOUR VOTE IS COUNTED IF YOU ARE UNABLE TO ATTEND.

Sincerely,

Joel S. Marcus

Executive Chairman and Founder

(1)Source: YCharts. Based on aggregate market capitalization for the life science industry, encompassing biotechnology companies, drug manufacturers, and diagnostics and research companies, as of November 10, 2023.

Refer to “Funds from operations and funds from operations, as adjusted, attributable to Alexandria’s common stockholders” in the “Definitions and Reconciliations” section of this Proxy Statement for additional information.

(1)Dividend yield is calculated as the dividend declared for the three months ended December 31, 2023 of $1.27 per common share, annualized, divided by the closing price of our common stock on December 31, 2023 of $126.77.

(2)Represents the years ended December 31, 2019 through 2023.

(1)Represents the average of acquired vacancy percentages as of each year end from 2020 through 2023.

(2)Represents the midpoint of our 2024 guidance range, provided on January 29, 2024, for occupancy percentage in North America as of December 31, 2024.

(3)Represents occupancy percentage of operating properties in North America as of each period end.

(1)As of December 31, 2023.

(1)As of December 31, 2023.

As of December 31, 2023.

(1)For a definition of “Net operating income” and a reconciliation from the most directly comparable GAAP measure, see the “Definitions and Reconciliations” section of this Proxy Statement.

(2)From development and redevelopment projects. Our share of incremental annual net operating income primarily commencing during 2024–2027 is $389 million.

As of December 31, 2023.

(1)Contributions to existing consolidated joint ventures during 2024–2027.

(2)Quarter annualized. Refer to the “Definitions and Reconciliations” section of this Proxy Statement for additional information.

(1)Includes amounts related to real estate dispositions and partial interest sales completed from January 1, 2019 through December 31, 2023. Excludes sales price, gains, losses, and impairments related to assets held for sale as of December 31, 2023.

(2)Represents aggregate gains on real estate sales, consideration received in excess of book value of partial interests sold, and associated real estate impairments.

As of December 31, 2023, unless indicated otherwise.

(1)Top 10% ranking represents credit rating levels from S&P Global Ratings and Moody’s Investors Service for publicly traded U.S. REITs, from Bloomberg Professional Services. A credit rating is not a recommendation to buy, sell, or hold securities and may be subject to revision or withdrawal at any time.

(2)Refer to the “Definitions and Reconciliations” section of this Proxy Statement for additional information.

(3)As of the date of this report.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF ALEXANDRIA REAL ESTATE EQUITIES, INC.

By Order of the Board

Jackie B. ClemGeneral Counsel and Secretary

Pasadena, California

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For definitions of “Funds from operations per share – diluted, as adjusted” and “Net operating income” and reconciliations from the most directly comparable GAAP measures, see the “Definitions and Reconciliations” section of this Proxy Statement.