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 2025 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 13, 2025, at 11:00 a.m.

Pacific Time, at 26 North Euclid Avenue, Pasadena, CA 91101 (the “2025 Annual Meeting”).

At the 2025 Annual Meeting, you will be asked to consider and vote upon: the election ofeight 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; 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, 2025; and a stockholder proposal, if properly presented at the 2025 Annual Meeting, titled

“Simple Majority Vote.” 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. The Board unanimously recommends a vote AGAINST the stockholder proposal titled “Simple Majority Vote.”

In addition to the 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 2025 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 2025 ANNUAL MEETING BUT WILL ENSURE THAT YOUR VOTE IS COUNTED IF YOU ARE UNABLE TO ATTEND.

Sincerely,

Joel S. Marcus

Executive Chairman and Founder

As of December 31, 2024. For the definition of “Annual rental revenue” refer to the “Definitions and Reconciliations” section of this Proxy Statement.

Represents “Funds from operations per share – diluted, as adjusted.” For the definition and reconciliation from the most directly comparable GAAP measure, refer to the

“Definitions and Reconciliations” section of this Proxy Statement.

Source: S&P Global Market Intelligence. FFO per share growth is calculated as the ratio of FFO per share for 2024 to that for 2019. For ARE represents FFO per share –

diluted, as adjusted. For the definition and reconciliation from the most directly comparable GAAP measure, refer to the “Definitions and Reconciliations” section of this Proxy

(1) Not to scale.

ALEXANDRIA’S CONSISTENTLY STRONG FINANCIAL PERFORMANCE

For definitions of “Funds from operations per share – diluted, as adjusted” and “Net operating income” and reconciliations from the most directly comparable GAAP measures,

refer to the “Definitions and Reconciliations” section of this Proxy Statement.

Source: S&P Global Market Intelligence. Assumes reinvestment of dividends.

The REITs presented individually in the chart above are only those constituents of the FTSE NAREIT Equity Health Care Index as of December 31, 2024 for which total

shareholder return information since May 27, 1997 is available.

(1) Alexandria’s initial public offering was priced at $20.00 per share on May 27, 1997.

(1)Dividend yield is calculated as the dividend declared for the three months ended December 31, 2024 of $1.32 per common share, annualized, divided by the closing price of

our common stock on December 31, 2024 of $97.55.

(2)Represents the average annual growth in annual dividends declared per share for the five years through December 31, 2024.

(3)Represents the aggregate sum for the years ended December 31, 2020 through 2024.

(1)Represents occupancy percentage of operating properties in North America as of each year-end.

For the definition of “Net operating income” (“NOI”) and a reconciliation from the most directly comparable GAAP measure, refer to the “Definitions and Reconciliations” section of

this Proxy Statement.

(1) Our share of incremental annual NOI from development and redevelopment projects expected to be delivered primarily from 1Q25 to 2Q28 is projected to be $334 million.

(2) Includes (i) 461,101 RSF that is expected to stabilize through 2025 and is 89% leased/negotiating and (ii) expected partial deliveries through 4Q25 from projects expected to

stabilize in 2026 and beyond.

(3) Represents the leased/negotiating percentage of development and redevelopment projects that are expected to stabilize during 2025.

(1)Includes amounts related to real estate dispositions and partial interest sales completed from January 1, 2019 through December 31, 2024.

(2)Represents the weighted-average capitalization rate and capitalization rate (cash basis) for dispositions and partial interest sales (excluding land) completed during the years

ended December 31, 2019 through 2024.

(3)Represents the net gain and loss for outright sales as well as consideration in excess of book value for partial interest sales.

(1) Represents net debt and preferred stock to Adjusted EBITDA ratio (fourth quarter of 2024 annualized). Refer to the “Definitions and Reconciliations” section of this Proxy

(2) Debt rate and term are based on weighted averages.

(3) Sources: J.P. Morgan, “REIT Detailed Debt Maturities as of September 30, 2024” or company filings as of September 30 2024. ARE’s data are as of December 31, 2024.

(4) Represents projected capital contributions from existing consolidated real estate joint venture partners to fund their share of construction from 1Q25 through 2028.

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

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

(3) Represents the average percentage fixed-rate debt as of each December 31 from 2020 through 2024.

(4) A credit rating is not a recommendation to buy, sell, or hold securities and may be subject to revision or withdrawal at any time. Top 10% ranking represents credit rating

levels from S&P Global Ratings and Moody’s Ratings for publicly traded U.S. REITs as reported by Bloomberg Professional Services and Nareit.

(1)Source: PhRMA, “Understanding Prescription Medicine Spending,” 2022.

(2)Source: U.S. House Committee on Energy and Commerce, “The 21st Century Cures Discussion Document White Paper,” January 27, 2015.

(3)Source: Centers for Medicare & Medicaid Services, “National Health Expenditures 2022 Highlights,” 2022.

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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