Acadia Realty Trust 8-K, filed Nov 3, 2026
Acadia Realty Trust (AKR)
About this 8-K
Acadia Realty Trust filed this 8-K on November 3, 2026.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
Shelf Registration Statement
On November 3, 2026, Acadia Realty Trust (the “Company”) filed with the U.S. Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3 (the “2026 Shelf Registration Statement”) to replace the Company’s existing automatic shelf registration statement on Form S-3 (No. 333-275356) filed with the Commission on November 7, 2023 (the “2023 Shelf Registration Statement”), which will expire on November 7, 2026 pursuant to Rule 415(a)(5) under the Securities Act of 1933, as amended. In connection with the filing of the 2026 Shelf Registration Statement, the Company also filed a prospectus supplement to continue the offering of common shares of beneficial interest of the Company under its existing at-the-market equity offering program, which was previously covered by a prospectus supplement and the accompanying prospectus to the 2023 Shelf Registration Statement.
Amendment No. 1 to the ATM Equity Offering Sales Agreement
On November 3, 2026, the Company and Acadia Realty Limited Partnership, the operating partnership of the Company, entered into Amendment No. 1 (“Amendment No. 1”) to the ATM Equity Offering Sales Agreement (as amended, the “Sales Agreement”) dated February 14, 2025, with each of BofA Securities, Inc., Barclays Capital Inc., Citizens JMP Securities, LLC, Goldman Sachs & Co. LLC, Jefferies LLC, J.P. Morgan Securities LLC, TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC as sales agents, principals and/or forward sellers (the “Sales Agents”), and Bank of America, N.A., Citizens JMP Securities, LLC, Goldman Sachs & Co. LLC, Jefferies LLC, JPMorgan Chase Bank, National Association, The Toronto-Dominion Bank, Truist Bank and Wells Fargo Bank, National Association or one of their respective affiliates, as forward purchasers (the “Forward Purchasers”), to sell, from time to time, common shares of beneficial interest of the Company, par value $0.001 per share, having an aggregate sale price of up to $500,000,000 through the Company’s existing at-the-market equity offering program. As of the date of Amendment No. 1, common shares having an aggregate gross sales price of up to $199,062,233.91 remain available for issuance under the at-the-market equity offering program (the “ATM Shares”). Amendment No. 1 was entered into in order to (i) reflect the filing of the 2026 Shelf Registration Statement, (ii) include Citizens JMP Securities, LLC as an additional Sales Agent and Forward Purchaser and (iii) make certain other amendments to the Sales Agreement.
The ATM Shares will be issued pursuant to the Company’s 2026 Shelf Registration Statement, which became effective automatically upon filing with the Commission on November 3, 2026.
The foregoing description of Amendment No. 1 is a summary and is qualified in its entirety by reference to the full text of Amendment No. 1, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In connection with the filing of the prospectus supplement, the Company’s counsel, Venable LLP, delivered its legality opinion with respect to the ATM Shares, a copy of which is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Acadia Realty Trust |
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Date: |
November 3, 2026 |
By: |
/s/ John Gottfried |
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John Gottfried |
Exhibit 1.1
AMENDMENT NO. 1 TO
ATM EQUITY OFFERING SALES AGREEMENT
DATED FEBRUARY 14, 2025
among
ACADIA REALTY TRUST,
ACADIA REALTY LIMITED PARTNERSHIP
and
BOFA SECURITIES, INC.
BARCLAYS CAPITAL INC.
CITIZENS JMP SECURITIES, LLC
GOLDMAN SACHS & CO. LLC
JEFFERIES LLC
J.P. MORGAN SECURITIES LLC
TD SECURITIES (USA) LLC
TRUIST SECURITIES, INC.
WELLS FARGO SECURITIES, LLC,
AS AGENTS
and
BANK OF AMERICA, N.A.
CITIZENS JMP SECURITIES, LLC
GOLDMAN SACHS & CO. LLC
JEFFERIES LLC
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
THE TORONTO-DOMINION BANK
TRUIST BANK
WELLS FARGO BANK, NATIONAL ASSOCIATION,
AS FORWARD PURCHASERS
NOVEMBER 3, 2026
AMENDMENT NO. 1 TO ATM EQUITY OFFERING SALES AGREEMENT
AMENDMENT NO. 1, dated as of November 3, 2026 (“Amendment No. 1”), by and among Acadia Realty Trust, a Maryland real estate investment trust (the “Company”), Acadia Realty Limited Partnership, a Delaware limited partnership (the “Partnership”), BofA Securities, Inc., Barclays Capital Inc., Citizens JMP Securities, LLC, Goldman Sachs & Co. LLC, Jefferies LLC, J.P. Morgan Securities LLC, TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, each as sales agent, principal and/or forward seller (in such capacity, each an “Agent,” and together, the “Agents”) and Bank of America, N.A., Citizens JMP Securities, LLC, Goldman Sachs & Co. LLC, Jefferies LLC, JPMorgan Chase Bank, National Association, The Toronto-Dominion Bank, Truist Bank and Wells Fargo Bank, National Association, each as forward purchaser (in such capacity, each a “Forward Purchaser,” and together, the “Forward Purchasers”) to that certain ATM Equity Offering Sales Agreement, dated February 14, 2025 (the “Agreement”).
W I T N E S S E T H:
WHEREAS, the parties hereto are parties to the Agreement;
WHEREAS, the Company, the Partnership, the Agents and the Forward Purchasers wish to amend the Agreement to add Citizens JMP Securities, LLC as an additional Agent and Forward Purchaser, to modify certain defined terms set forth in the Agreement in connection with a new shelf registration statement, base prospectus and prospectus supplement, to amend certain provisions of the Agreement and for certain other administrative matters, with effect on and after November 3, 2026 (the “Effective Date”); and
WHEREAS, this Amendment No. 1 shall constitute an amendment to the Agreement, which shall remain in full force and effect as amended by this Amendment.
NOW, THEREFORE, in consideration of the mutual agreement to amend the Agreement, the parties hereto, intending legally to be bound, hereby amend and modify the Agreement as of the date hereof as follows:
Section 1. Definitions.
Unless otherwise specified herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Agreement.
Section 2. Representation and Warranty.
Each of the Company and the Partnership, jointly and severally, represent and warrant to the Agents and the Forward Purchasers that this Amendment No. 1 has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company and the Partnership.
Section 3. Amendment of the Agreement.
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“If the applicable Agent or Forward Purchaser wishes to accept the terms included in a placement notice (which such Agent or Forward Purchaser may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, such Agent or Forward Purchaser will, prior to 4:30 p.m. (New York City time) on the Business Day following the Business Day on which such placement notice is delivered to such Agent or Forward Purchaser, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) setting forth the terms that such Agent or Forward Purchaser is willing to accept. If such Agent or Forward Purchaser does not issue such notice prior to such time, such placement notice shall be deemed to have been declined by such Agent or Forward Purchaser. Where the terms provided in the placement notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or such Agent or Forward Purchaser until the Company delivers to such Agent or Forward Purchaser an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such placement notice, as amended.”
“As used in this Agreement, the only information furnished in writing by or on behalf of an Agent or its related Forward Purchaser to the Company expressly for use with reference to such Agent or Forward Purchaser in the Disclosure Package or the Prospectus Supplement shall be the name of such Agent or Forward Purchaser appearing in the Prospectus Supplement.”
“(i) Deloitte & Touche LLP, which delivered its audit report with respect to the consolidated financial statements of the Company for the fiscal year ended December 31, 2025, including the related notes and schedules, if any, thereto (the “Financial Statements”), filed with the Commission and included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, is an independent registered public accounting firm as required by the Securities Act, the Exchange Act and the rules and regulations of the Public Company Accounting Oversight Board (the “PCAOB”), and each other accounting firm whose audit report is included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, is an independent registered public accounting firm as required by the Securities Act, the Exchange Act and the rules and regulations of the PCAOB.”
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Section 4. Parties. Citizens JMP Securities, LLC joins the Agreement, along with the other Agents, in its capacity as sales agent, principal and/or forward seller, and also joins the Agreement in its capacity as a forward purchaser.
All statements, requests, notices and agreements hereunder shall be in writing, and if to Citizens JMP Securities, LLC, as Agent or as Forward Purchaser, as applicable, shall be delivered or sent by email, mail, telex or facsimile transmission to:
If as Agent:
Citizens JMP Securities, LLC |
101 California Street, 17th Floor, |
San Francisco, California 94111 |
Attention: Equity Securities |
Email: dl-syndicate@citizensbank.com |
Fax: (415) 835-8920 |
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If as Forward Purchaser: |
Citizens JMP Securities, LLC |
1301 Avenue of the Americas, 2nd Floor, |
New York, New York 10019 |
Attention: Gianpaolo Arpaia |
Email: gianpaolo.arpaia@citizensbank.com |
Telephone: 212-906-3533 |
Section 5. Governing Law. THIS AMENDMENT NO. 1, AND ALL MATTERS ARISING OUT OF OR RELATING TO THIS AMENDMENT NO. 1, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS PRINCIPLES OF CONFLICTS OF LAWS.
Section 6. Entire Agreement. This Amendment No. 1 and the Agreement as further amended hereby contain the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. Except as further amended hereby, all of the terms of the Agreement shall remain in full force and effect and are hereby confirmed in all respects.
Section 7. Execution in Counterparts. This Amendment No. 1 may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
Section 8. Headings. The headings of the paragraphs herein are for convenience only. Such headings do not form a part hereof and are not intended to modify, interpret or construe the meaning of this Amendment No. 1.
[Signature pages follow]
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If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Agents, the Forward Purchasers and the Company in accordance with its terms.
Very truly yours,
ACADIA REALTY TRUST |
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By: |
/s/ Jason Blacksberg |
Name: |
Jason Blacksberg |
Title: |
Executive Vice President and Chief Legal Officer |
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ACADIA REALTY LIMITED PARTNERSHIP |
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By: |
ACADIA REALTY TRUST, |
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Its sole general partner |
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By: |
/s/ Jason Blacksberg |
Name: |
Jason Blacksberg |
Title: |
Executive Vice President and Chief Legal Officer |
[Signature Page to Amendment No. 1 to ATM Sales Agreement]
Accepted as of the date hereof:
BofA Securities, Inc.
By: /s/ Jeff Horowitz Name: Jeff Horowitz Title: Managing Director |
Barclays Capital Inc.
By: /s/ Warren Fixmer Name: Warren Fixmer Title: Managing Director |
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Citizens JMP Securities, LLC
By: /s/ Gianpaolo Arpaia Name: Gianpaolo Arpaia Title: Managing Director
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Goldman Sachs & Co. LLC
By: /s/ Ryan Cunn Name: Ryan Cunn Title: Managing Director |
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Jefferies LLC
By: /s/ Todd Eagle Name: Todd Eagle Title: Managing Director |
J.P. Morgan Securities LLC
By: /s/ Preston T. Ryman Name: Preston Ryman Title: Vice President |
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TD Securities (USA) LLC
By: /s/ Chandni Joshi Name: Chandni Joshi Title: Director |
Truist Securities, Inc.
By: /s/ Geoffrey Fennel Name: Geoffrey Fennel Title: Director |
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Wells Fargo Securities, LLC
By: /s/ Rohit Mehta Name: Rohit Mehta Title: Managing Director
As Agents
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Bank of America, N.A.
By: /s/ Jake Mendelsohn Name: Jake Mendelsohn Title: Managing Director |
Citizens JMP Securities, LLC
By: /s/ Gianpaolo Arpaia Name: Gianpaolo Arpaia Title: Managing Director
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[Signature Page to Amendment No. 1 to ATM Sales Agreement]
Goldman Sachs & Co. LLC
By: /s/ Michael Voris Name: Michael Voris Title: Managing Director |
Jefferies LLC
By: /s/ Todd Eagle Name: Todd Eagle Title: Managing Director |
JPMorgan Chase Bank, National Association
By: /s/ Preston T. Ryman Name: Preston Ryman Title: Vice President |
The Toronto-Dominion Bank
By: /s/ Michael Murphy Name: Michael Murphy Title: Managing Director |
Truist Bank
By: /s/ Rakesh Mangat Name: Rakesh Mangat Title: Managing Director |
Wells Fargo Bank, National Association
By: /s/ Christine Roemer Name: Christine Roemer Title: Managing Director |
As Forward Purchasers, solely as the recipients and/or beneficiaries of certain representations, warranties, covenants and indemnities set forth in the Agreement and this Amendment No. 1.
[Signature Page to Amendment No. 1 to ATM Sales Agreement]
Exhibit 5.1
[LETTERHEAD OF VENABLE LLP]
November 3, 2026
Acadia Realty Trust
411 Theodore Fremd Avenue
Suite 300
Rye, New York 10580
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have served as Maryland counsel to Acadia Realty Trust, a Maryland real estate investment trust (the “Trust”), in connection with certain matters of Maryland law relating to the sale and issuance of common shares (the “Shares”) of beneficial interest, par value $0.001 per share, of the Trust (the “Common Shares”) having an aggregate gross sales price of up to $500,000,000, which may be sold from time to time pursuant to that certain ATM Equity Offering Sales Agreement, dated as of February 14, 2025 (the “Existing Agreement”), by and among the Trust, Acadia Realty Limited Partnership, a Delaware limited partnership for which the Trust is the sole general partner (the “Operating Partnership”), and BofA Securities, Inc., Barclays Capital Inc., Goldman Sachs & Co. LLC, Jefferies LLC, J.P. Morgan Securities LLC, TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, each as sales agent, principal and/or forward seller (the “2025 Agents”), and Bank of America, N.A., Goldman Sachs & Co. LLC, Jefferies LLC, JPMorgan Chase Bank, National Association, The Toronto-Dominion Bank, Truist Bank and Wells Fargo Bank, National Association, each as forward purchaser (the “2025 Forward Purchasers”), as amended by that certain Amendment No. 1 to the ATM Equity Offering Sales Agreement, dated as of the date hereof (the “Amendment” and, together with the Existing Agreement, the “Agreement”), by and among the Trust, the Operating Partnership, the 2025 Agents, the 2025 Forward Purchasers and Citizens JMP Securities, LLC, as sales agent, and Citizens JMP Securities, LLC, as forward purchaser. The Shares are covered by the above-referenced Registration Statement, and all amendments related thereto (the “Registration Statement”), filed by the Trust with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”). The Shares will be issued from time to time in public offerings at market or negotiated prices pursuant to the Prospectus Supplement, dated November 3, 2026 (the “Prospectus Supplement”).
In connection with our representation of the Trust, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):
Acadia Realty Trust
November 3, 2026
Page 2
In expressing the opinion set forth below, we have assumed the following:
Acadia Realty Trust
November 3, 2026
Page 3
Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:
The foregoing opinion is limited to the laws of the State of Maryland, and we do not express any opinion herein concerning any other law. We express no opinion as to the applicability or effect of federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.
The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.
Acadia Realty Trust
November 3, 2026
Page 4
This opinion is being furnished to you for submission to the Commission as an exhibit to the Trust’s Current Report on Form 8-K relating to the Shares (the “Current Report”). We hereby consent to the filing of this opinion as an exhibit to the Current Report and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.
Very truly yours,
/s/ Venable LLP