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424B5 1 tm2617384-2_424b5.htm 424B5 tm2617384-2_424b5 - none - 6.3437892s

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-275356

Prospectus Supplement
(To prospectus dated November 6, 2023)

9,000,000 Shares

Acadia Realty Trust

Common Shares of Beneficial Interest

We are offering 9,000,000 common shares of beneficial interest, par value $0.001 per share. We have entered into forward sale agreements with each of Bank of America, N.A., Jefferies LLC, Truist Bank and Wells Fargo Bank, National Association, which we refer to in this capacity as the forward purchasers. In connection with the forward sale agreements, the forward purchasers or their affiliates are borrowing from third parties and selling to the underwriters an aggregate of 9,000,000 of common shares (or an aggregate of 10,350,000 shares if the underwriters’ option to purchase additional shares is exercised in full), that will be delivered in this offering.

We will not receive any proceeds from the sale of common shares by the forward purchasers or their affiliates. We expect to physically settle the forward sale agreements (by the delivery of common shares) and receive proceeds from the sale of those common shares upon one or more forward settlement dates, which we anticipate will be within approximately 12 months from the date of this prospectus supplement. We may also elect to cash settle or net share settle all or a portion of our obligations under a forward sale agreement if we conclude it is in our best interest to do so. If we elect to cash settle a forward sale agreement, then we may not receive any proceeds and may owe cash to the relevant forward purchaser in certain circumstances. If we elect to net share settle a forward sale agreement, then we will not receive any proceeds and may owe common shares to the relevant forward purchaser in certain circumstances. See “Underwriting — Forward Sale Agreements.”

If any forward purchaser or its affiliate does not deliver and sell all of the common shares to be delivered and sold by it on the anticipated closing date of this offering, then we will issue and sell to the underwriters a number of common shares equal to the number of shares that such forward purchaser or its affiliate did not deliver and sell, and the number of shares underlying the relevant forward sale agreement will be decreased by the number of shares that we issue and sell.

Our common shares are listed on The New York Stock Exchange (the “NYSE”) under the symbol “AKR”. The last reported sale price of our common shares on the NYSE on June 9, 2026 was $22.59 per share.

In order to assist us in maintaining our qualification as a real estate investment trust (“REIT”) for federal income tax purposes, among other purposes, our declaration of trust imposes certain restrictions on the ownership and transfer of our common shares. See “Restrictions on Ownership Transfers and Takeover Defense Provisions” in the accompanying prospectus.

Investing in our common shares involves risks. See “Risk Factors” on page S-5 of this prospectus supplement and the Risk Factors section of our most recent Annual Report on Form 10-K and our other periodic reports filed with the Securities and Exchange Commission (the “SEC”) and incorporated by reference herein.

Neither the SEC nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

Assuming full physical settlement of the forward sale agreements, we expect to receive net proceeds of approximately $195.6 million (or approximately $225.0 million if the underwriters exercise their option to purchase additional shares in full, in each case after deducting the underwriting discounts and fees and estimated expenses related to the forward sale agreements and this offering). The forward sale price is subject to adjustment pursuant to the terms of each of the forward sale agreements, and the actual proceeds, if any, to us will be calculated as described in this prospectus supplement. Although we expect to settle the

	Page
Cautionary Statements Concerning Forward-Looking Information		S-ii
About This Prospectus Supplement		S-iv
Prospectus Supplement Summary		S-1
The Offering		S-2
Risk Factors		S-5
Use of Proceeds		S-10
Supplemental U.S. Federal Income Tax Considerations		S-11
Underwriting		S-12
Legal Matters		S-21
Experts		S-21
Where You Can Find More Information		S-21

	Page
PROSPECTUS SUMMARY		1
RISK FACTORS		3
CAUTIONARY STATEMENTS CONCERNING FORWARD-LOOKING INFORMATION		3
USE OF PROCEEDS		5
DESCRIPTION OF OUR COMMON SHARES		6
DESCRIPTION OF OUR PREFERRED SHARES		8
DESCRIPTION OF DEPOSITARY SHARES		11
DESCRIPTION OF WARRANTS		14
DESCRIPTION OF SUBSCRIPTION RIGHTS		15
DESCRIPTION OF SHARE PURCHASE UNITS OR CONTRACTS		16
DESCRIPTION OF UNITS		17
DESCRIPTION OF OUR DEBT SECURITIES		18
GLOBAL SECURITIES		21
RESTRICTIONS ON OWNERSHIP TRANSFERS AND TAKEOVER DEFENSE PROVISIONS		22
CERTAIN PROVISIONS OF MARYLAND LAW AND OUR DECLARATION OF TRUST AND BYLAWS		25
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS		28
SELLING SECURITYHOLDERS		51
PLAN OF DISTRIBUTION		52
LEGAL MATTERS		57
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		57
WHERE YOU CAN FIND MORE INFORMATION		57

Name	Number of Shares
BofA Securities, Inc.		2,700,000
Jefferies LLC		2,100,000
Truist Securities, Inc.		2,100,000
Wells Fargo Securities, LLC		2,100,000
Total		9,000,000

SEC Form 424B5 filed by Acadia Realty Trust