aat-20260406

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

Filed by the Registrant ý Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material Pursuant to § 240.14a-12

American Assets Trust, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ý No fee required.

¨ Fee paid previously with preliminary materials.

¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

April 10, 2026

Dear Fellow Stockholder:

On behalf of the Board of Directors of American Assets Trust, Inc., a Maryland corporation, I cordially invite you to attend our Annual Meeting of Stockholders on Monday, June 1, 2026, at Torrey Point, 3420 Carmel Mountain Road, Suite 100, San Diego, California 92121 at 8:00 a.m. (PDT).

The notice of meeting and Proxy Statement that follow describe the business we will consider at the meeting. We sincerely hope you will be able to attend the meeting. However, whether or not you are personally present, your vote is very important. We are pleased to offer multiple options for voting your shares. You may authorize a proxy to vote by telephone, via the Internet, by mail or in person as described beginning on page 2 of the Proxy Statement.

Thank you for your continued support of American Assets Trust, Inc.

Sincerely yours,

Ernest S. Rady

Executive Chairman of the Board of Directors

American Assets Trust, Inc.

3420 Carmel Mountain Road, Suite 100

San Diego, California 92121

(858) 350-2600

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

Please join us for the 2026 Annual Meeting of Stockholders of American Assets Trust, Inc., a Maryland corporation. The meeting will be held at 8:00 a.m. (PDT), on Monday, June 1, 2026, at Torrey Point, 3420 Carmel Mountain Road, Suite 100, San Diego, California 92121.

At the 2026 Annual Meeting of Stockholders, our stockholders will consider and vote on the following matters:

(1)The election of five directors, each to serve until the next annual meeting of our stockholders and until his or her successor is duly elected and qualifies;

(2)The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

(3)An advisory vote on our executive compensation, as described in the accompanying Proxy Statement; and

(4)Any other business properly introduced at the Annual Meeting or any adjournment or postponement of the Annual Meeting.

The Proxy Statement more fully describes these proposals.

You must own shares of American Assets Trust, Inc. common stock at the close of business on March 27, 2026, the record date for the 2026 Annual Meeting of Stockholders, to attend and vote at the Annual Meeting and at any adjournments or postponements of the Annual Meeting. If you plan to attend, please bring a picture I.D. and, if your shares are held in “street name” (i.e., through a broker, bank or other nominee), a copy of a brokerage statement reflecting your stock ownership as of the close of business on March 27, 2026.

We are pleased to take advantage of the Securities and Exchange Commission rules allowing companies to furnish proxy materials to their stockholders over the Internet. We believe that this e-proxy process will expedite stockholders’ receipt of proxy materials, lower the costs and reduce the environmental impact of our annual meeting. We will send a full set of proxy materials or a Notice of Internet Availability of Proxy Materials, or the Notice of Internet Availability, on or about April 10, 2026, and provide access to our proxy materials over the Internet, beginning on April 10, 2026, for the holders of record and beneficial owners of our common stock as of the close of business on the record date. The Notice of Internet Availability instructs you on how to access and review the Proxy Statement and our Annual Report. The Notice of Internet Availability also instructs you on how you may submit your proxy over the Internet.

YOUR PROXY IS IMPORTANT TO US. Whether or not you plan to attend the Annual Meeting, please authorize your proxy as soon as possible to ensure that your shares will be represented at the Annual Meeting.

By Order of the Board of Directors,

Adam Wyll

President and Chief Executive Officer

San Diego, California

April 10, 2026

This Proxy Statement and accompanying proxy card are available beginning April 10, 2026 in connection with the solicitation of proxies by the Board of Directors of American Assets Trust, Inc., for use at the 2026 Annual Meeting of Stockholders, which we may refer to alternatively as the “Annual Meeting.” We may refer to ourselves in this Proxy Statement alternatively as the “Company,” “we,” “us” or “our” and we may refer to our Board of Directors as the “Board.” A copy of our Annual Report to Stockholders for the 2025 fiscal year, including financial statements, is being sent simultaneously with this Proxy Statement to each stockholder.

Important Notice Regarding Availability of Proxy Materials For the Stockholder Meeting to be Held on June 1, 2026. The Notice of Annual Meeting of Stockholders, the Proxy Statement and our 2025 Annual Report are available at https://materials.proxyvote.com/024013.

TABLE OF CONTENTS


			Page
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING			1
INFORMATION ABOUT THE BOARD			4
Proposal No. 1 Nominees for Election to the Board			4
Director Compensation			8
Board Structure, Leadership, Risk Management and Succession Planning			9
Executive Sessions of Non-Management Directors			10
Board Meetings			10
Board Committees			11
Audit Committee Report			13
CORPORATE GOVERNANCE			14
Code of Business Conduct and Ethics			14
Insider Trading Compliance Program			15
Role of the Board in Risk Oversight			15
Compensation Committee Interlocks and Insider Participation			15
Communications with the Board			15
Nomination Process for Director Candidates			16
Audit Committee Financial Experts			17
Audit Committee Pre-Approval Policy			18
Principal Accounting Fees and Services			18
Board Attendance at Annual Meeting of Stockholders			18
ENVIRONMENTAL SUSTAINABILITY, SOCIAL RESPONSIBILITY, GOVERNANCE AND HUMAN CAPITAL			19
OTHER COMPANY PROPOSALS			21
Proposal No. 2 Ratification of Independent Registered Public Accounting Firm			21
Proposal No. 3 Advisory Vote on Executive Compensation			22
EXECUTIVE OFFICERS			23
EXECUTIVE COMPENSATION AND OTHER INFORMATION			24
Compensation Committee Report			24
Compensation Discussion and Analysis			24
PAY VERSUS PERFORMANCE			48
STOCK OWNERSHIP			54
Principal Stockholders			54
RELATED-PARTY AND OTHER TRANSACTIONS INVOLVING OUR OFFICERS AND DIRECTORS			56
REVIEW AND APPROVAL OF TRANSACTIONS WITH RELATED PERSONS			57
INCORPORATION BY REFERENCE			57
DELIVERY OF PROXY MATERIALS TO HOUSEHOLDS			58
STOCKHOLDER PROPOSALS			58
ANNUAL REPORT			59
OTHER MATTERS			59


PROXY STATEMENT

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Why am I receiving these materials? Our Board is making these materials available to you over the Internet or by delivering paper copies to you by mail in connection with American Assets Trust, Inc.'s Annual Meeting of Stockholders. As a stockholder, you are invited to attend the Annual Meeting and are entitled and requested to vote on the items of business described in this Proxy Statement. This Proxy Statement includes information that we are required to provide under Securities and Exchange Commission, or SEC, rules and is designed to assist you in voting your shares.

Where and when is the Annual Meeting? The Annual Meeting will be held at 8:00 a.m. (PDT) on Monday, June 1, 2026 at Torrey Point, 3420 Carmel Mountain Road, Suite 100, San Diego, California 92121.

What is the purpose of the Annual Meeting of Stockholders? At the Annual Meeting, stockholders will vote upon matters described in the Notice of Annual Meeting and this Proxy Statement, including the election of directors, the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm and an advisory resolution to approve our executive compensation for the fiscal year ended December 31, 2025. In addition, once the business of the Annual Meeting is concluded, members of management will respond to questions raised by stockholders, if any, as time permits.

Who can attend the Annual Meeting? All of our stockholders as of the close of business on March 27, 2026, the record date for the Annual Meeting, or individuals holding their duly appointed proxies, may attend the Annual Meeting. You should be prepared to present photo identification for admittance. Authorizing a proxy in response to this solicitation will not affect a stockholder's right to attend the Annual Meeting and to vote in person. Please note that if you hold your common stock in “street name” (that is, through a broker, bank or other nominee), you will need to bring a copy of a brokerage statement reflecting your stock ownership as of March 27, 2026, to gain admittance to the Annual Meeting.

What am I voting on? At the Annual Meeting, you may consider and vote on:

a.the election of five directors;

b.the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

c.an advisory vote on our executive compensation; and

d.any other business properly introduced at the Annual Meeting.

What are the Board's recommendations? The Board recommends a vote:

•for the election of each nominee named in this Proxy Statement (see Proposal No. 1);

•for ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (see Proposal No. 2); and

•for the approval of our executive compensation (see Proposal No. 3).

Unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board.

Who may vote? You may vote if you owned shares of our common stock at the close of business on March 27, 2026, which is the record date for the Annual Meeting. You are entitled to cast one vote in the election of directors for as many individuals as there are directors to be elected at the Annual Meeting and to cast one vote on each other matter presented at the Annual Meeting for each share of common stock you owned as of the record date. As of March 27, 2026, we had 61,390,936 shares of common stock outstanding.

Who counts the votes? An individual authorized by our bylaws will tabulate the votes and will act as the inspector of the election.

Is my vote confidential? Yes, your proxy card, ballot, and voting records will not be disclosed to us unless applicable law requires disclosure, you request disclosure, or your vote is cast in a contested election (which is not applicable in 2026). If you write comments on your proxy card, your comments will be provided to us, but how you voted will remain confidential.

What is a quorum for the Annual Meeting? The presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting will constitute a quorum at the Annual Meeting. No business may be conducted at the Annual Meeting if a quorum is not present.

If a quorum is not present at the Annual Meeting, the chairperson of the meeting may adjourn the Annual Meeting to another date, time or place, not later than 120 days after the original record date of March 27, 2026 without notice other than announcement at the meeting. We may also postpone the Annual Meeting to a date that is not later than 120 days after the original record date or cancel the Annual Meeting by making a public announcement of the postponement or cancellation before the time scheduled for the Annual Meeting.

What vote is required to approve an item of business at the Annual Meeting? To be elected as a director (Proposal No. 1), a nominee must receive a plurality of all the votes cast in the election of directors. Votes “For All”, “Withhold All” and “For All Except__________” will affect the outcome.

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm (Proposal No. 2) and adopt the advisory vote on executive compensation (Proposal No. 3), the affirmative vote of a majority of the votes cast on the proposal is required. Only votes “For” and “Against” will affect the outcome.

If you are a stockholder of record as of the record date for the Annual Meeting and you authorize a proxy (whether by Internet, telephone or mail) without specifying a choice on any given matter to be considered at this Annual Meeting, the proxy holders will vote your shares according to the Board's recommendation on that matter.

If you are a stockholder of record as of the record date for the Annual Meeting and you fail to authorize a proxy or vote in person, assuming that a quorum is present at the Annual Meeting, it will have no effect on the result of the vote on any of the matters to be considered at the Annual Meeting.

If you hold your shares through a broker, bank or other nominee, under the rules of the New York Stock Exchange, or NYSE, your broker or other nominee may not vote with respect to certain proposals unless you have provided voting instructions with respect to that proposal. A “broker non-vote” results when a broker, bank or other nominee properly executes and returns a proxy but indicates that the nominee is not voting with respect to a particular matter because the nominee has not received voting instructions from the beneficial owner. A broker non-vote is not considered a vote cast on a proposal; however, stockholders delivering a properly-executed broker non-vote will be counted as present for purposes of determining whether a quorum is present.

If you hold your shares in a brokerage account, then, under NYSE rules and Maryland law:

•With respect to Proposal No. 1 (Election of Directors), your broker, bank or other nominee is not entitled to vote your shares on this matter if no instructions are received from you. Broker non-votes will have no effect on the election of directors.

•With respect to Proposal No. 2 (Ratification of Independent Registered Public Accounting Firm), your broker, bank or other nominee is entitled to vote your shares on this matter if no instructions are received from you.

•With respect to Proposal No. 3 (Advisory Vote on Executive Compensation), your broker, bank or other nominee is not entitled to vote your shares on this matter if no instructions are received from you. Broker non-votes will have no effect on the result of the vote on Proposal No. 3.

Because an abstention is not a vote cast, if you instruct your proxy or broker to “abstain” on any matter, it will have no effect on the vote on any of the matters to be considered at the Annual Meeting. However, you will still be counted as present for purposes of determining whether a quorum is present.

How do I vote? If you plan to attend the Annual Meeting and wish to vote in person, we will give you a ballot at the Annual Meeting. However, if your common stock is held in the name of your broker, bank or other nominee, and you want to vote in person, you will need to obtain a legal proxy from the institution that holds your common stock.

If your common stock is held in your name, there are three ways for you to authorize a proxy:

•If you received a paper copy of the proxy materials by mail, sign and mail the proxy card in the enclosed return envelope;

•Call 1-800-690-6903; or

•Log on to the Internet at https://materials.proxyvote.com/024013 and follow the instructions at that site. The website address for authorizing a proxy by Internet is also provided on your Notice of Internet Availability.

Telephone and Internet proxy authorizations will close at 11:59 p.m. (EDT) on May 31, 2026. Unless you indicate otherwise on your proxy card, the persons named as your proxies will vote your shares of common stock: FOR all of the nominees for director named in this Proxy Statement; FOR the ratification of Ernst & Young LLP as our independent registered public accounting firm; and FOR the advisory resolution to approve our executive compensation.

If your common stock is held in the name of your broker, bank or other nominee, you should receive separate instructions from the holder of your common stock describing how to provide voting instructions.

Even if you plan to attend the Annual Meeting, we recommend that you authorize a proxy in advance as described above so that your vote will be counted if you later decide not to attend the Annual Meeting.

Can I revoke my proxy? Yes, if your common stock is held in your name, you can revoke your proxy by:

•Filing written notice of revocation before or at our Annual Meeting with our Secretary, at the address shown on the front of this Proxy Statement;

•Signing a proxy bearing a later date; or

•Voting in person at the Annual Meeting.

Attendance at the Annual Meeting will not, by itself, revoke a properly-executed proxy. If your common stock is held in the name of your broker, bank or other nominee, please follow the voting instructions provided by the holder of your common stock regarding how to revoke your proxy.

What happens if additional matters are presented at the Annual Meeting? Other than the three proposals described in this Proxy Statement, we are not aware of any business that may properly be brought before the Annual Meeting. If any other matters are properly introduced for a vote at the Annual Meeting and if you properly authorize a proxy, the persons named as proxy holders will vote in their discretion on any such additional matters. As of the date of this Proxy Statement, our Board is not aware of any other individual who may properly be nominated for election as a director at the Annual Meeting or of any nominee who is unable or unwilling to serve as director. If any nominee named in this Proxy Statement is unwilling or unable to serve as a director, our Board may nominate another individual for election as a director at the Annual Meeting, and the persons named as proxy holders will vote for the election of any substitute nominee.

Who pays for this proxy solicitation? We will bear the expense of preparing, printing and mailing this Proxy Statement and the proxies we solicit. Proxies may be solicited by mail, telephone, personal contact and electronic means and may also be solicited by directors and officers in person, by the Internet, by telephone or by facsimile transmission, without additional remuneration.

We will also request brokerage firms, banks, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of shares of our common stock as of the record date and will reimburse them for the cost of forwarding the proxy materials in accordance with customary practice. Your cooperation in promptly voting your shares and submitting your proxy by the Internet or telephone, or by completing and returning the enclosed proxy card (if you received your proxy materials in the mail), will help to avoid additional expense.

Where can I find corporate governance materials? Our Corporate Governance Guidelines and Code of Business Conduct and Ethics and the charters for the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are published on the Governance page of the Investors section on our website at www.americanassetstrust.com. (We are not including the other information contained on, or available through, our website as a part of, or incorporating such information by reference into, this Proxy Statement).

INFORMATION ABOUT THE BOARD

PROPOSAL NO. 1

NOMINEES FOR ELECTION TO THE BOARD

At the Annual Meeting, our stockholders will elect five directors to serve until our next annual meeting of stockholders and until their respective successors are elected and qualify.

The Board seeks independent directors who represent a mix of backgrounds and experiences that will enhance the quality of the Board's deliberations and decisions. The Board does not discriminate on the basis of race/ethnicity, color, national origin, sex, gender identity or expression, religion, disability, sexual orientation, pregnancy, medical condition or other characteristic protected by law.

Our director nominees were nominated by the Board based on the recommendation of the Nominating and Corporate Governance Committee, or Governance Committee. They were selected on the basis of outstanding achievement in their professional careers, broad experience, personal and professional integrity, their ability to make independent, analytical inquiries, financial literacy, mature judgment, professional competence, high performance standards, familiarity with our business and industry, diversity of thought and an ability to work collegially.

Ms. Nina Tran, who is currently a director on our Board, a member of our Audit Committee, and a member of our Governance Committee has determined to pursue other business opportunities and will not stand for re-election as a director on our Board at the Annual Meeting. Ms. Tran's decision to not stand for re-election was not due to any disagreement with us relating to our operations, policies or practices. Ms. Tran will continue to serve as a member of our Board, member of our Audit Committee, and a member of our Governance Committee until the Annual Meeting, but not thereafter.

To refresh our Board, we have nominated Mr. Stuart Tanz as a new candidate in our 2026 director elections to replace the vacancy to be left by the departure of Ms. Tran. As an executive in the real estate industry with experience at multiple firms, Mr. Tanz has a significant background in finance and real estate that will support our Board and our future initiatives. If he is elected, four of five directors will continue to be independent. Mr. Tanz's biography can be found on page 6 of this Proxy Statement.

We believe that all of our director nominees have a reputation for integrity, honesty and adherence to high ethical standards. Each of the nominees has consented, if elected as a director, to serve until his or her term expires.

Your proxy holder will cast your votes for each of the Board's nominees, unless you instruct otherwise. If a nominee is unable to serve as a director, your proxy holder will vote for any substitute nominee proposed by the Board.

Recommendation of the Board of Directors:

The Board of Directors unanimously recommends that the stockholders vote “FOR” the five nominees listed below.

Name

Age

Position

Ernest S. Rady

Executive Chairman of our Board of Directors

Thomas S. Olinger †

Director, Chairperson of our Audit Committee and Member of our Compensation Committee

Joy L. Schaefer †

Director, Chairperson of our Governance Committee, Member of our Audit Committee and Member of our Compensation Committee

Dr. Robert S. Sullivan †

Director, Chairperson of our Compensation Committee and Member of our Governance Committee

Stuart A. Tanz †

Director, Member of our Audit Committee and Member of our Governance Committee

† Independent within the meaning of the NYSE listing standards. This determination was made after considering all relevant facts and circumstances, reviewing director questionnaires and considering transactions and relationships, if any, between us, our affiliates, our executive officers and their affiliates, and each of the directors, members of each of the director's immediate families and the directors' affiliates.

Ernest S. Rady. Mr. Rady has served as Executive Chairman of our Board since January 2025. Previously, Mr. Rady served as Chairman and Chief Executive Officer from September 2015 to December 2024. From our initial public offering, or IPO, in January 2011 to September 2015, Mr. Rady served as our Executive Chairman of our Board of Directors. Mr. Rady has over 55 years of experience in real estate management and development. Mr. Rady founded American Assets, Inc., or AAI, in 1967 and currently serves as president and chairman of the board of directors of AAI. In 1971, he also founded Insurance Company of the West and Westcorp, a financial services holding company. From 1973 until 2006, Mr. Rady served as chairman and chief executive officer of Westcorp. He served as chairman of Western Financial Bank from 1982 until 2006 and chief executive officer of Western Financial from 1994 until 1996 and from 1998 until 2006. He also served as a director of WFS Financial Inc., an automobile finance company, from 1988 until 2006 and as chairman from 1995 until 2006. From 2006 until 2007, Mr. Rady served as chairman of dealer finance business and California banking business for Wachovia Corporation, and also served as a director from 2006 until 2008. Mr. Rady currently serves as chairman of the board of directors of Insurance Company of the West, and chairman of the Dean's Advisory Council of the Rady School of Management at the University of California, San Diego. Mr. Rady received his degrees in commerce and law from the University of Manitoba. Our Board determined that Mr. Rady should serve as a director based on his wealth of experience in the commercial real estate and financial services industries.

Thomas S. Olinger. Mr. Olinger has served as a member of our Board since the completion of our IPO in January 2011. From May 2012 until April 2022, Mr. Olinger served as chief financial officer of Prologis, Inc., a global operator and developer of logistics real estate. From June 2011 to May 2012, Mr. Olinger served as chief integration officer of Prologis, Inc. From 2007 to June 2011, Mr. Olinger served as chief financial officer of AMB Property Corporation, a global operator and developer of logistics real estate, which was merged with and into Prologis, Inc. in June 2011. From 2002 until 2007, Mr. Olinger served as vice president and corporate controller of Oracle Corporation, a computer hardware and software company. Mr. Olinger began his professional career in 1988 with Arthur Andersen LLP as an auditor and Mr. Olinger became a partner in 1999, during which time Mr. Olinger served various REITs and software companies. Since January 2023, Mr. Olinger has served on the board of directors of Equinix, Inc., a publicly traded global data center and colocation provider for enterprise network and cloud computing. Since 2021, Mr. Olinger has served on the advisory board of the University of Notre Dame’s Fitzgerald Institute of Real Estate and on the Dean’s Council of Indiana University’s Kelley School of Business. Since 2023, Mr. Olinger has also served on the policy advisory board of the University of San Diego's Burnham-Moores Center for Real Estate. Mr. Olinger received his Bachelor of Science degree in finance from Indiana University. Our Board determined that Mr. Olinger should serve as a director based on his wealth of experience in the real estate industry, as well as his financial background. Mr. Olinger is the Chairperson of our Audit Committee and is a member of our Compensation Committee.

Joy L. Schaefer. Ms. Schaefer has served as a member of our Board since our 2019 Annual Meeting. Since 2005, Ms. Schaefer has served as president of Golden Eagle Advisors, LLC, a consulting firm focused on organizational development and growth through strategic, operational and financial improvements. From 2005 until August 2018, Ms. Schaefer served as an operating partner of Snow Phipps Group, LLC, a private equity firm (and predecessor of TruArc Partners, LP), where she was a business and operations advisor to real estate specialty finance companies. From 2002 until 2005, Ms. Schaefer served as president of JL Schaefer Consulting, a strategic, financial and operational consulting practice, advising privately held and family-owned businesses. In 2002, Ms. Schaefer served as president and chief operating officer of Ameriquest Mortgage, a privately held mortgage banking company. From 1990 until 2002, Ms. Schaefer served in various senior management positions within the Westcorp family of companies, including as president and chief operating officer of Westcorp, Inc., a publicly traded financial services holding company; vice chairman, chief executive officer, president and chief operating officer of WFS Financial, Inc., a publicly traded national automobile finance company; and chief operating officer, senior executive vice president, chief financial officer and treasurer of Western Financial Bank, Inc. Earlier in her career, Ms. Schaefer was an audit manager for Ernst & Young. Since January 2020, Ms. Schaefer has served on the board of directors of Velocity Financial, Inc., a publicly traded company that originates and manages investor real estate loans. Ms. Schaefer received her Bachelor of Science degree from the Illinois Wesleyan University, where she majored in accounting. Ms. Schaefer was licensed as a Certified Public Accountant in California, Illinois and Oklahoma. Our Board determined that Ms. Schaefer should serve as a director based on her extensive financial background and experience as an executive officer of multiple publicly traded financial services companies. Ms. Schaefer is the Chairperson of our Governance Committee and is a member of our Audit Committee and Compensation Committee.

Dr. Robert S. Sullivan. Dr. Sullivan has served as a member of our Board since the completion of our IPO in January 2011. From 2003 until his retirement in 2020, Dr. Sullivan was the founding dean of the Rady School of Management at University of California, San Diego. From 1997 until 2002, Dr. Sullivan was dean of Kenan-Flagler Business School at the University of North Carolina, Chapel Hill. From 1976 until 1997, Dr. Sullivan served in a variety of senior positions at the University of Texas and Carnegie Mellon University. From 2004 until 2017, Dr. Sullivan served on the board of directors of Cubic Corporation. From 1991 until 2006, Dr. Sullivan served as a director of Stewart and Stevenson Services, Inc. Dr. Sullivan received his Doctor of Philosophy degree from Pennsylvania State University. Dr. Sullivan received his Master of Business Administration degree from Cornell University and his Bachelor of Arts degree in mathematics from Boston College. Our Board determined that Dr. Sullivan should serve as a director based on his leadership expertise and extensive experience as a director of public and private companies. Dr. Sullivan is the Chairperson of our Compensation Committee and is a member of our Governance Committee.

Stuart A. Tanz. Mr. Tanz has been nominated as a new candidate to serve on our Board. From 2009 to 2025, Mr. Tanz served as the chief executive officer of Retail Opportunities Investments Corp., a previously public retail REIT that was sold to Blackstone Inc. in February 2025. From 2006 to 2009, Mr. Tanz served as the chief executive officer of United Income Properties, Inc. and from 1988 to 1992, he served as its chief operating officer and president. United Income Properties, Inc. was a privately owned retail real estate development company in Southern California which developed, owned and operated various shopping centers in Southern California. From 1997 to 2006, Mr. Tanz was the chairman, chief executive officer and president of Pan Pacific Retail Properties, Inc., and led its initial public offering on the NYSE and ultimately the sale of the company to Kimco Realty Corp. in November 2006. From 1992 to December 1996, Mr. Tanz was a director of Revenue Properties Company Limited and was the co-chief executive officer from May 1996 to August 1997. Revenue Properties Company Limited was a publicly traded company on the Toronto Stock Exchange that was the parent company of Pan Pacific Development Corp., where Mr. Tanz was the president and chief operating officer from 1992 to 1997. From 1982 to 1988, Mr. Tanz was the Director of Acquisitions of Southern California at Bramalea Limited, based in Toronto, Canada, and Bramalea California Inc. Mr. Tanz is a member of the Advisory Council for the University of Southern California Lusk Center for Real Estate, Chairman of the Advisory council for the Tanz Centre for Research in Neurodegenerative Diseases, and serves on the Board of trustees for the Sanford Burnham Prebys Medical Institute. Mr. Tanz is a member of International Council of Shopping Centers and Young Presidents Organization. Mr. Tanz received a B.S. in Business Administration from the University of Southern California, Marshall School of Business. Mr. Tanz brings public company expertise to the Board in the areas of real estate, business processes, and corporate governance. Upon his election, we intend to appoint Mr. Tanz as a member of our Audit Committee and as a member of our Governance Committee.

Board Qualifications

We are committed to maintaining a Board that that possesses a range of experience, skills and backgrounds that make it well-suited to address the various challenges the Board may face. We have deep experience on our Board covering all components of our business model. Along with the fundamental characteristics necessary for all directors, such as wisdom, good judgment, integrity and high ethical standards, below are skills and qualifications of our Board identified in our Board evaluation process as important to support our current business strategy. These characteristics, coupled with diversity of thought and background, are critical to strong oversight and long-term results. The absence of a “•” for a particular skill does not mean the director in question is unable to contribute to the decision-making process in that area.

Ernest Rady

Thomas S. Olinger

Joy L. Schaefer

Dr. Robert S. Sullivan

Stuart A. Tanz

Knowledge, Skills and Experience

Executive Leadership Experience 1

Public Company Experience 2

Real Estate Experience 3

Corporate Governance Experience 4

Financial Expertise 5

Business Operations and Development Experience 6

Strategic Planning Experience 7

Risk Management Experience 8

Capital Markets/Investments Expertise 9

ESG Experience 10

Investor Relations 11

REIT Tax 12

Information Services and Technology Experience 13

Cybersecurity and Data Privacy 14

Artificial Intelligence 15

Human Capital Management 16

Legal/ Regulatory/ Public Policy Experience 17

Academia/ Advanced Degree/ Professional Accreditation 18

(1) experience in leadership role as CEO, President or other key executive position of another company and/or institution;

(2) experience with public company reporting obligations and governance requirements;

(3) experience in real estate industry, including experience with acquisitions, sales, financings and operation of commercial real estate;

(4) experience in setting board agenda, corporate compliance, encouraging management accountability and protecting stockholder interest;

(5) financial or accounting experience and an understanding of financial reporting, internal controls and compliance requirements for public companies;

(6) experience in day-to-day operation of a corporate enterprise or institution and understanding of business development and new markets for growth;

(7) experience in developing, implementing and assessing a company's operating plan and business strategy to attain a company's goals;

(8) experience in the management of critical business and legal risks, understanding of risk management functions and ability to assess risk strategically across corporate functions;

(9) relevant investment, deal structuring and capital markets expertise;

(10) experience in overseeing and managing ESG practices and initiatives; skills and knowledge in climate-related strategic planning, risk mitigation and management;

(11) experience in investor interaction and shareholder engagement;

(12) in-depth understanding of tax laws impacting REITs;

(13) knowledge of IT solutions for key corporate functions and using such solutions to improve business performance;

(14) experience in overseeing and managing cybersecurity and data privacy;

(15) experience with artificial intelligence (AI), including experience overseeing and managing AI-related risk, strategy, governance, or compliance at a public or private company;

(16) experience in executive development and in attracting, leading, managing developing, and retaining an organization’s employees;

(17) familiarity with governmental regulations and experience in legal and regulatory compliance;

(18) experience as an educator or administrator (e.g., dean) or earned a postgraduate degree (e.g., doctorate, master's degree, etc.) or other professional accreditation (e.g., Certified Public Accountant).

DIRECTOR COMPENSATION


Name (1)	Fee Earned in Cash ($)(2)	Stock Award Grants ($)(3)	Total Compensation ($)
Thomas S. Olinger	126,000	89,995	215,995
Dr. Robert S. Sullivan	120,500	89,995	210,495
Joy L. Schaefer	125,500	89,995	215,495
Nina A. Tran	113,500	89,995	203,495

______________________

(1) Mr. Rady, our Executive Chairman, is not included in this table as he is our employee and does not receive compensation for his services as a director. All compensation paid to Mr. Rady for the services he provides to us is reflected in the Summary Compensation Table.

(2) Reflects retainer and meeting fees earned in 2025. Amounts do not include reimbursable costs (i.e., airfare, hotel, car rental, etc.) incurred by directors in connection with their services as directors.

(3) Amounts reflect the full grant-date fair value of restricted stock awards granted in 2025 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the director. We provide information regarding the assumptions used to calculate the value of all restricted stock awards made to directors in Note 10 to the consolidated financial statements contained in our Annual Report on Form 10-K. As of December 31, 2025, each non-employee director held 4,453 shares of restricted stock that had not vested.

Narrative Disclosure to Director Compensation Table

Non-Employee Director Compensation Program

The compensation program for our non-employee directors is intended to fairly compensate our directors for the time and effort necessary to serve on our Board. Non-employee members of our Board receive a combination of cash and equity-based compensation. We reimburse each of our directors for his or her travel expenses incurred in connection with his or her attendance at full Board and committee meetings.

Effective as of January 1, 2025, our Board of Directors approved an amended and restated compensation program for our non-employee directors, which consists of annual cash retainers, meeting fees and long-term equity awards.

Cash Compensation. Pursuant to this program, each non-employee director will receive an annual base retainer for his or her services of $60,000, payable in cash in quarterly installments in conjunction with quarterly meetings of the Board. In addition, each non-employee director who serves as the Chairperson of the Audit, Compensation or Governance Committees will receive an additional annual cash retainer of $15,000, $10,000 or $10,000, respectively. Directors also receive additional cash consideration equal to $1,500 for each Board meeting that they attend in person or by telephone, and $1,000 for each committee meeting that they attend in person or by telephone. During 2025, members of an ad hoc special committee received meeting fees of $36,000 related to various meetings held during that period. Non-employee directors are permitted to elect to receive these cash amounts in the form of fully vested shares of our common stock.

Equity Compensation. Each of our non-employee directors is eligible to receive automatic grants of restricted stock under our Amended and Restated 2011 Equity Incentive Award Plan, or Amended Equity Plan. On the date of each annual meeting of stockholders, each non-employee director who continues to serve on our Board following such annual meeting will be granted an award of restricted stock with a value equal to $90,000, based on the closing price of our common stock on the date of such grant. These awards of restricted stock will vest, subject to the director's continued service, upon the earlier of (i) the one-year anniversary of the date of grant or (ii) the date of the next annual meeting of our stockholders, if such non-employee director continues his or her service on the Board until the next annual meeting of our stockholders, but not thereafter (i.e., if such non-employee director is not re-elected or otherwise determines not to stand for re-election). All awards of restricted stock granted to each non-employee director will vest in full upon a change in control (as defined in the Amended Equity Plan).

Stock Ownership Guidelines for Non-Employee Directors. We maintain stock ownership guidelines for our non-employee directors pursuant to which such non-employee directors are required to maintain a level of ownership of equity in the Company equal to five times their annual base retainer, subject to certain limited exceptions. Any newly appointed or elected non-employee director will be required to meet this requirement within five years of being appointed. All of our non-employee directors are currently in compliance with our stock ownership guidelines.

BOARD STRUCTURE, LEADERSHIP, RISK MANAGEMENT AND SUCCESSION PLANNING

We have structured our corporate governance in a manner we believe closely aligns our interests with those of our stockholders. Notable features of our corporate governance structure include the following:

•our Board is not staggered, with each of our directors subject to re-election annually;

•of the five persons who currently serve on our Board, and of the five persons that have been nominated to serve on our Board, our Board has determined that four, or 80%, of such directors satisfy the listing standards for independence of the NYSE and Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act;

•at least three of our current and nominated directors qualify as an “audit committee financial expert” as defined by the SEC;

•we have opted out of the control share acquisition statute in the Maryland General Corporation Law, or MGCL, and the business combination provisions of the MGCL;

•we do not have a stockholder rights plan, or “poison pill”;

•we prohibit executives and directors from hedging our securities;

•we maintain stock ownership guidelines pursuant to which our named executive officers are required to hold a number of shares of our common stock having a market value equal to or greater than a multiple of each executive’s base salary, subject to certain limited exceptions; currently all of our named executive officers are in compliance with our stock ownership guidelines;

•we have an annual “say-on-pay” vote;

•we have implemented a compensation recovery policy as required by Rule 10D-1 of the Exchange Act, and the listing standards of the NYSE;

•we have active shareholder engagement;

•we have audit committee oversight of our information and cybersecurity risks, including our risk assessment, detection, protection and mitigation systems; and

•we have annual Board, Board committee and Board member assessment process.

Additionally, we have not given our stockholders the right to amend our Bylaws because our Board continues to believe that it is not prudent at this time to give stockholders a one-way ratchet to make binding amendments to our Bylaws. In our Board's view, it would essentially be irreversible and there has been no data supporting a correlation or link between stockholders' ability to amend bylaws and economic performance of a company. We will continue to consider this matter and engage with our stockholders, as appropriate. However, to date, none of our stockholders have initiated substantive dialogue on this matter with us.

Our directors stay informed about our business by attending meetings of our Board and its committees and through supplemental reports and communications. Our independent directors meet regularly in executive sessions without the presence of our corporate officers or non-independent directors.

Our Board is currently chaired by Mr. Rady, our Executive Chairman. Our Board believes that Mr. Rady's service as our Executive Chairman is in the best interests of our Company and our stockholders because Mr. Rady possesses detailed and in-depth knowledge of the issues, opportunities and challenges we face, and because he is the person best positioned to develop agendas that ensure that our Board's time and attention is focused on the most critical matters.

Succession Planning. Effective January 1, 2025, Ernest Rady transitioned to Executive Chairman and Adam Wyll was appointed to the role of President and Chief Executive Officer. Mr. Wyll has over twenty-five years of experience in commercial real estate and has held multiple positions on the company's executive management team.

EXECUTIVE SESSIONS OF NON-MANAGEMENT DIRECTORS

Our non-management, independent directors meet without management present each time the full Board convenes for a regularly scheduled meeting. If the Board convenes for a special meeting, the non-management, independent directors will meet in executive session if circumstances warrant. One non-management, independent director will preside as chair over each executive session of the Board that is held without management present; and such non-management, independent director will preside at all meetings of the Board at which our Executive Chairman is not present.

The position of independent chair of the executive sessions of the Board is rotated quarterly among each of the non-management, independent directors in last-name alphabetical order. The current presiding non-management, independent director and additional information on the Board's executive sessions as described in our Corporate Governance Guidelines can be found at the Governance page of the Investors section on our website at www.americanassetstrust.com. (Our website address provided here and elsewhere in this Proxy Statement is not intended to function as a hyperlink, and the information on our website is not and should not be considered, part of this Proxy Statement and is not incorporated by reference herein.)

The Board welcomes communications from stockholders. For information on how to communicate with our independent directors, please refer to the information set forth under the heading “Communications with the Board.”

BOARD MEETINGS AND ATTENDANCE

The Board held seven scheduled meetings in 2025 to, among other things, review significant developments, analyze and evaluate acquisition, development and financing opportunities, discuss the ongoing impact of the economy, interest rates, inflation and geopolitics on our operations, engage in strategic planning and act on matters requiring Board approval. Each incumbent director, with the exception of Mr. Olinger attended 100% of the Board meetings and the meetings of committees on which he or she served in 2025. In 2025, Mr. Olinger was unable to attend one Board meeting and one Audit Committee meeting due to a family matter and, as a result, attended approximately 86% of the Board meetings and meetings of committees on which he served.

BOARD COMMITTEES

Our Board has established three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The principal functions of each committee are briefly described below. We comply with the listing requirements and other rules and regulations of the NYSE, as amended or modified from time to time, with respect to each of these committees and each of these committees is comprised exclusively of independent directors. Additionally, our Board may from time to time establish other committees to facilitate the management of our Company.

Below is the makeup of our Board committees:

Name

Audit Committee

Compensation Committee

Governance Committee

Ernest Rady*

Thomas S. Olinger

Chairperson

☑

Joy L. Schaefer

☑

Chairperson

Dr. Robert S. Sullivan

Chairperson

☑

Nina A. Tran**

☑

______________________

* : Executive Chairman

☑: Committee Member

**: As noted above, upon his election to serve on the Board, our Board intends to appoint Mr. Tanz to replace Ms. Tran as a member of the Audit Committee and Governance Committee.

Audit Committee

Our Audit Committee consists of three of our independent directors. We have determined that the Chairperson of our Audit Committee and each other member of our Audit Committee qualifies as an “audit committee financial expert” as that term is defined by the applicable SEC regulations and NYSE corporate governance listing standards. Our Board has determined that each of the Audit Committee members is “financially literate” as that term is defined by the NYSE corporate governance listing standards. We have adopted an Audit Committee charter, which details the principal functions of the Audit Committee, including oversight related to:

•our accounting and financial reporting processes;

•the integrity of our consolidated financial statements and financial reporting process;

•our systems of disclosure controls and procedures and internal control over financial reporting;

•monitoring and oversight of our information, cybersecurity and AI-related risks, including reviewing and approving our information, cybersecurity and AI policies, procedures and resources, and reviewing our information and cybersecurity risk assessment, detection, protection and mitigation systems;

•our compliance with financial, legal and regulatory requirements;

•the evaluation of the qualifications, independence and performance of our independent registered public accounting firm;

•the performance of our internal audit function; and

•our overall risk profile.

The Audit Committee is also responsible for engaging an independent registered public accounting firm, reviewing with the independent registered public accounting firm the plans and results of the audit engagement, approving professional services provided by the independent registered public accounting firm, including all audit and non-audit services, reviewing the independence of the independent registered public accounting firm, considering the range of audit and non-audit fees and reviewing the adequacy of our internal accounting controls. The Audit Committee also approves the Audit Committee report required by SEC regulations to be included in our annual Proxy Statement. Mr. Olinger is the Chairperson of the Audit Committee as well as an “audit committee financial expert”, and Ms. Schaefer and Ms. Tran are members of the Audit Committee and are both “audit committee financial experts”. As noted above, upon his election to serve on the Board, our Board intends to appoint Mr. Tanz, who we have determined is also an “audit committee expert”, to replace Ms. Tran as a member of the Audit Committee.

During 2025, the Audit Committee met a total of five times.

Compensation Committee

Our Compensation Committee consists of three of our independent directors. We adopted a Compensation Committee charter, which details the principal functions of the Compensation Committee, including:

•reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer's compensation, evaluating our Chief Executive Officer's performance in light of such goals and objectives and determining and approving the remuneration of our Chief Executive Officer based on such evaluation;

•reviewing and approving the compensation of our Executive Chairman and named executive officers;

•reviewing our executive compensation policies and plans;

•implementing and administering our incentive compensation equity-based remuneration plans;

•reviewing and implementing compensation changes in relation to the executive succession transition;

•reviewing and approving employment agreements with our named executive officers;

•assisting management in complying with our proxy statement and annual report disclosure requirements;

•administering our compensation recovery policy;

•producing a report on executive compensation to be included in our annual proxy statement; and

•reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The Compensation Committee may delegate its responsibilities to a subcommittee of the Compensation Committee, provided that such responsibilities do not pertain to matters involving executive compensation. Dr. Sullivan is Chairperson of the Compensation Committee and Mr. Olinger and Ms. Schaefer are members of the Compensation Committee. During 2025, the Compensation Committee met two times.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee, or Governance Committee, consists of three of our independent directors. We adopted a Nominating and Corporate Governance Committee charter, which details the principal functions of the Governance Committee, including:

•identifying and recommending to the full Board qualified candidates for election as directors and recommending nominees for election as directors at the annual meeting of stockholders;

•developing and recommending to the Board corporate governance guidelines and principles and implementing and monitoring such guidelines and principles;

•reviewing and making recommendations on matters involving the general operation of the Board, including Board size and composition and committee composition and structure;

•recommending to the Board nominees for each committee of the Board;

•facilitating the annual assessment of the Board's performance as a whole and of the individual directors, as required by applicable law, regulations and the NYSE corporate governance listing standards; and

•overseeing the Board's evaluation of the performance of management.

Ms. Schaefer is the current Chairperson of the Governance Committee and Dr. Sullivan and Ms. Tran are members of the Governance Committee. As noted above, upon his election to serve on the Board, our Board intends to appoint Mr. Tanz to replace Ms. Tran as a member of the Governance Committee. During 2025, our Governance Committee met two times.

AUDIT COMMITTEE REPORT

The information contained in this Report of the Audit Committee shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Act, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing (except to the extent that we specifically incorporate this information by reference) and shall not otherwise be deemed “soliciting material” or “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act (except to the extent that we specifically incorporate this information by reference).

Although the Audit Committee of the Board of Directors, or the Audit Committee, oversees the financial reporting process of American Assets Trust, Inc., a Maryland corporation, or the Company, on behalf of the Board of Directors, or the Board, of the Company, consistent with the Audit Committee's written charter, management has the primary responsibility for preparation of the Company's consolidated financial statements in accordance with generally accepted accounting principles and the reporting process, including disclosure controls and procedures and the system of internal control over financial reporting. The Company's independent registered public accounting firm is responsible for auditing the annual financial statements prepared by management.

The Audit Committee has reviewed and discussed with management and the Company's independent registered public accounting firm, Ernst & Young LLP, the Company's December 31, 2025 audited financial statements. Prior to the commencement of the audit, the Audit Committee discussed with the Company's management and independent registered public accounting firm the overall scope and plans for the audit. Subsequent to the audit and each of the quarterly reviews, the Audit Committee discussed with the independent registered public accounting firm, with and without management present, the results of their examinations or reviews, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of specific judgments and the clarity of disclosures in the consolidated financial statements.

In addition, the Audit Committee discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board. The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant's communications with the Audit Committee concerning independence. The Audit Committee discussed with the independent registered public accounting firm its independence from the Company and considered the compatibility of non-audit services with its independence.

Based upon the reviews and discussions referred to in the foregoing paragraphs, the Audit Committee recommended to the Board that the audited financial statements be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission.

AUDIT COMMITTEE

Thomas S. Olinger, Chairperson

Joy L. Schaefer

Nina A. Tran

CORPORATE GOVERNANCE

Our Board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide effective oversight of management. Our Board understands that no single approach to Board leadership is universally accepted and that the appropriate leadership structure may differ depending on the size, industry, operations, history and culture of a company.

Our Board currently believes that our existing leadership structure, under which our Executive Chairman of the Board and the presiding non-management, independent director assumes specific responsibilities on behalf of the independent directors, is effective, provides the appropriate balance of authority between those who oversee the Company and those who manage it on a day-to-day basis, and achieves the optimal governance model for us and for our stockholders. Mr. Rady’s knowledge of the issues, opportunities and risks facing us, our business and our industry renders him best positioned among our directors to fulfill the Executive Chairman’s responsibility to focus the time and attention of our Board on the most critical matters.

Our Governance Committee regularly reviews our corporate governance posture in light of evolving trends in governance and stockholder rights, and makes recommendations to our Board.

CODE OF BUSINESS CONDUCT AND ETHICS

Our Board established a Code of Business Conduct and Ethics that applies to our officers, directors and employees. Among other matters, our Code of Business Conduct and Ethics is designed to deter wrongdoing and to promote:

•honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

•full, fair, accurate, timely and understandable disclosure in our SEC reports and other public communications;

•compliance with applicable governmental laws, rules and regulations;

•prompt internal reporting of violations of the code to appropriate persons identified in the code; and

•accountability for adherence to the Code of Business Conduct and Ethics.

Any waiver of the Code of Business Conduct and Ethics for our executive officers or directors must be approved by a majority of our independent directors, and any such waiver shall be promptly disclosed as required by law or NYSE regulations.

The Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee charters, along with the Code of Business Conduct and Ethics and Corporate Governance Guidelines, are available at the Governance page of the Investors section on our website at www.americanassetstrust.com. In addition, these documents are also available in print to any stockholder who requests a copy from Investor Relations at American Assets Trust, Inc., Torrey Point, 3420 Carmel Mountain Road, Suite 100, San Diego, CA 92121, or by email at info@americanassets.com. In accordance with the Corporate Governance Guidelines, the Governance Committee oversees an annual assessment by the Board of the Board's performance. The Governance Committee is responsible for establishing the evaluation criteria and implementing the process for such evaluation, as well as considering other corporate governance principles that may, from time to time, merit consideration by the Board. (Our website address provided above and elsewhere in this Proxy Statement is not intended to function as a hyperlink, and the information on our website or other referenced materials is not, and should not be considered, part of this Proxy Statement and is not incorporated by reference herein.)

INSIDER TRADING COMPLIANCE PROGRAM

Our Board has adopted an Insider Trading Compliance Program applicable to all directors, officers and employees of the Company, which governs the purchase, sale, and/or other dispositions of our securities by such persons and their affiliated entities, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us. A copy of our Insider Trading Compliance Program is filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 6, 2026 and is available at the Governance page of the Investors section of our website at www.americanassetstrust.com. (Our website address provided above and elsewhere in this Proxy Statement is not intended to function as a hyperlink, and the information on our website is not, and should not be considered part of this Proxy Statement and is not incorporated by reference herein.) It is our policy to comply with U.S. insider trading laws and regulations, including with respect to transactions in our own securities. Transactions by the Company in its own securities are monitored by internal and external legal counsel for compliance with applicable securities laws.

ROLE OF THE BOARD IN RISK OVERSIGHT

One of the key functions of our Board is informed oversight of our risk management process. Our Board administers this oversight function directly, with support from its three standing committees, the Audit Committee, the Governance Committee and the Compensation Committee, each of which addresses risks specific to its respective areas of oversight.

In particular, our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. Our Audit Committee also monitors and oversees our information and cybersecurity risks, including reviewing and approving any information and cybersecurity policies, procedures and resources, and reviewing our information and cybersecurity risk assessment, detection, protection and mitigation systems; and the Audit Committee monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function.

Our Governance Committee monitors the effectiveness of our Corporate Governance Guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct.

Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

Additionally, our Board, through our ESG Committee (as described on page 19 below) oversees (i) the physical and transition risks of our properties associated with climate change relating to environmental and climate action and resilience trends and issues, (ii) our progress in achieving our sustainability goals and initiatives and (iii) regulatory compliance matters that may impact our sustainability objectives.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Since January 2025, there has been no insider participation or compensation committee interlocks of the Compensation Committee. At all times since January 2025, the Compensation Committee has been comprised solely of independent, non-employee directors.

COMMUNICATIONS WITH THE BOARD

Stockholders and other interested parties may write to the entire Board or any of its members at American Assets Trust, Inc., c/o Adam Wyll, President and Chief Executive Officer, Torrey Point, 3420 Carmel Mountain Road, Suite 100, San Diego, CA 92121. Stockholders and other interested parties also may e-mail the Executive Chairman, the entire Board or any of its members c/o awyll@americanassets.com, or otherwise e-mail all of our independent directors c/o independentdirectors@americanassets.com. The Board may not be able to respond to all stockholder inquiries directly. Therefore, the Board has developed a process to assist it with managing inquiries.

Our legal department will perform a legal review to ensure that communications forwarded to the Executive Chairman, the Board or any of its members preserve the integrity of the process. While the Board oversees management, it does not participate in day-to-day management functions or business operations, and is not normally in the best position to respond to inquiries with respect to those matters. For example, items that are unrelated to the duties and responsibilities of the Board such as spam, junk mail and mass mailings, ordinary course disputes over fees or services, personal employee complaints, business inquiries, new product or service suggestions, resumes and other forms of job inquiries, surveys, business solicitations or advertisements will not be forwarded to the Executive Chairman, our Board or any of its members. In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will not be forwarded to the Executive Chairman, our Board or any of its members and will not be retained. Such material may be forwarded to local or federal law enforcement authorities.

Any communication that is relevant to the conduct of our business and is not forwarded will be retained for one year and made available to the Executive Chairman and any other independent director on request. The independent directors grant our legal department discretion to decide what correspondence will be shared with our management and specifically instruct that any personal employee complaints be forwarded to our Human Resources Department. If a response on behalf of the Board is appropriate, we gather any information and documentation necessary for answering the inquiry and provide the information and documentation as well as a proposed response to the appropriate directors. We also may attempt to communicate with the stockholder for any necessary clarification. Our legal department reviews and approves responses on behalf of the Board in consultation with the applicable director, as appropriate.

Certain circumstances may require that the Board depart from the procedures described above, such as the receipt of threatening letters or e-mails or voluminous inquiries with respect to the same subject matter. Nevertheless, the Board considers stockholder questions and comments important, and endeavors to respond promptly and appropriately.

NOMINATION PROCESS FOR DIRECTOR CANDIDATES

Nomination Process for Director Candidates

The Governance Committee is, among other things, responsible for identifying and evaluating potential candidates and recommending candidates to the Board for nomination. The Governance Committee is governed by a written charter, a copy of which is available at the Governance page of the Investors section of our website at www.americanassetstrust.com. (Our website address provided above and elsewhere in this Proxy Statement is not intended to function as a hyperlink, and the information on our website is not, and should not be considered part of this Proxy Statement and is not incorporated by reference herein.)

The Governance Committee regularly reviews the composition of the Board and whether the addition of directors with particular experiences, skills or characteristics would make the Board more effective. When a need arises to fill a vacancy, or it is determined that a director possessing particular experiences, skills, or characteristics would make the Board more effective, the Governance Committee initiates a search. As a part of the search process, the Governance Committee may consult with other directors and members of senior management, and may hire a search firm to assist in identifying and evaluating potential candidates.

When considering a candidate, the Governance Committee reviews the candidate's experiences, skills and characteristics. The Governance Committee also considers whether a potential candidate would otherwise qualify for membership on the Board, and whether the potential candidate would likely satisfy the independence requirements of the NYSE as described below.

The Governance Committee has not set minimum qualifications for Board nominees. Candidates are selected on the basis of outstanding achievement in their professional careers, broad experience, personal and professional integrity, their ability to make independent, analytical inquiries, financial literacy, mature judgment, high performance standards, familiarity with our business and industry and an ability to work collegially. We also consider how other factors, including various and relevant career experience and technical skills, may contribute to the efficacy of the Board and its oversight. Where appropriate and legally permitted, we will conduct a criminal and background check on the candidate. In addition, at least a majority of the Board must be independent as determined by the Board under the guidelines of the NYSE listing standards, and at least one member of the Board should have the qualifications and skills necessary to be considered an “audit committee financial expert” under Section 407 of the Sarbanes-Oxley Act of 2002, as defined by the rules of the SEC.

All potential candidates are interviewed by the Executive Chairman of the Board and Chairperson of our Governance Committee, and, to the extent practicable, the other members of the Governance Committee, and may be interviewed by other directors and members of senior management as desired and as schedules permit. In addition, our legal department conducts a review of the director questionnaire submitted by the candidate and, as appropriate, a background and reference check is conducted. The Governance Committee then meets to consider and approve the final candidates, and either makes its recommendation to the Board to fill a vacancy, or add an additional member, or recommends a slate of candidates to the Board for nomination for election to the Board. The selection process for candidates is intended to be flexible, and the Governance Committee, in the exercise of its discretion, may deviate from the selection process when particular circumstances warrant a different approach.

Stockholders may recommend candidates to our Board. Recommendations received from stockholders will be considered and processed and are subject to the same criteria as are candidates nominated by the Governance Committee. The stockholder must submit a detailed resume of the candidate and an explanation of the reasons why the stockholder believes the candidate is qualified for service on our Board and how the candidate satisfies the Board's criteria. The stockholder must also provide such other information about the candidate as is set forth in our Bylaws and as would be required by the SEC rules to be included in a proxy statement. In addition, the stockholder must include the consent of the candidate and describe any arrangements or undertakings between the stockholder and the candidate regarding the nomination. The stockholder must submit proof of stockholdings in American Assets Trust, Inc. All communications are to be directed to the Chairperson of the Governance Committee, c/o American Assets Trust, Inc., Torrey Point, 3420 Carmel Mountain Road, Suite 100, San Diego, CA 92121, Attention: Legal Department. For any annual meeting, recommendations received after 120 days prior to the anniversary of the date of the proxy statement for the prior year's annual meeting will likely not be considered timely for consideration by the Governance Committee for that annual meeting.

AUDIT COMMITTEE FINANCIAL EXPERTS

Our Board has determined that Mr. Olinger, Ms. Schaefer and Mr. Tanz qualify as “audit committee financial experts,” as this term has been defined by the SEC in Item 407(d)(5)(ii) of Regulation S-K. Mr. Olinger, Ms. Schaefer and Mr. Tanz were each determined by our Board to be “financially literate” in accordance with SEC rules, including based on their prior experience. Our Board determined that Mr. Olinger, Ms. Schaefer and Mr. Tanz acquired the required attributes for designation as “audit committee financial experts” based on the relevant experience discussed below, which forms of experience are not listed in any order of importance and were not assigned any relative weights or values by our Board in making such determinations.

From May 2012 until April 2022, Mr. Olinger served as the chief financial officer of Prologis, Inc., a global leader in logistics real estate with an equity market capitalization of over $120 billion as of January 2, 2026. Mr. Olinger was previously a corporate controller for Oracle Corporation and an audit partner at Arthur Andersen LLP; he holds a Bachelor of Science degree in finance; he is on the audit committee of Equinix, Inc.; and he has extensive experience with REITs, accounting and capital markets, as described in his biography above.

Ms. Schaefer has served in multiple senior executive roles in the financial services industry, including as an operating partner of a private equity firm where she was a business and operations advisor to real estate specialty finance companies; as president and chief operating officer of Ameriquest Mortgage; and in various executive management positions, as president, vice chairman, chief executive officer and/or chief operating officer of both a publicly traded financial services holding company and publicly traded national automobile finance company, as well as chief financial officer and treasurer of Western Financial Bank, Inc. Ms. Schaefer was previously an audit manager for Ernst & Young LLP, and was a licensed Certified Public Accountant in California, Illinois and Oklahoma, as described in her biography above.

From 2009 until 2025, Mr. Tanz served as the chief executive officer of Retail Opportunities Investments Corp., a previously public retail REIT that was sold to Blackstone Inc. in February 2025. Mr. Tanz was previously the chief executive officer of United Income Properties, Inc., a privately owned retail real estate development company in Southern California, and Pan Pacific Retail Properties, Inc. He has extensive experience with REITs, accounting and capital markets, as described in his biography above.

AUDIT COMMITTEE PRE-APPROVAL POLICY

The Audit Committee's policy is to pre-approve all significant audit and permissible non-audit services provided by our independent auditors. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. Our independent auditors and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Ernst & Young LLP's fees for the fiscal years ended December 31, 2025 and 2024 were as follows:


	Fiscal Year Ended December 31
	2025		2024
Audit Fees	$	1,170,000	$	1,129,250
Audit-Related Fees	75,000		—
Tax Fees	180,386		161,662
Total Fees	$	1,425,386	$	1,290,912

A description of the types of services provided in each category is as follows:

Audit Fees — Includes audit of our annual financial statements; review of our quarterly reports on Form 10-Q; issuance of consents, issuance of comfort letters as part of underwriters' due diligence and review of draft responses to SEC comment letters.

Audit-Related Fees — Includes financial due diligence in connection with acquisitions and dispositions.

Tax Fees — Includes tax preparation services and various domestic tax planning and advice.

All of the services performed by Ernst & Young LLP for us during 2025 and 2024 were either expressly pre-approved by the Audit Committee or were pre-approved in accordance with the Audit Committee Pre-Approval Policy. The Audit Committee was provided with regular updates as to the nature of such services and fees paid for such services.

BOARD ATTENDANCE AT ANNUAL MEETING OF STOCKHOLDERS

While the Board understands that there may be situations that prevent a director from attending an annual meeting of stockholders, the Board encourages all directors to attend our annual meetings of stockholders. Mr. Rady, Mr. Olinger, Ms. Schaefer, Ms. Tran and Dr. Sullivan attended our 2025 Annual Meeting of Stockholders.

ENVIRONMENTAL SUSTAINABILITY, SOCIAL RESPONSIBILITY,

GOVERNANCE AND HUMAN CAPITAL

For our full annual sustainability report, please refer to our website: https://www.americanassetstrust.com/sustainability, which, for the avoidance of doubt, is not hereby incorporated by reference.

We continue to work on our environmental sustainability, social responsibility and corporate governance, or ESG, initiatives, with the assistance of our Environmental Sustainability, Social Responsibility and Governance Committee, or the ESG Committee, as outlined in our Corporate Sustainability Policy and briefly described below. Our ESG vision is to reduce the impact of climate change, for the communities in which our properties reside to thrive, and for our team members to have a diverse and inclusive work culture, physical and mental well-being, and ample opportunity to develop professionally within our organization. This entails a range of ESG considerations and efforts, certain of which are not viewed as financially material, and as such are not prioritized above material matters in our decision-making. We understand that ESG efforts are important to certain stakeholders. As such, we undertake a broader range of efforts, as well as disclose on a broader range of matters, than are necessarily material to our operational and financial performance.

The ESG Committee is composed of team members from across our organization, including members of our executive management team, and is responsible for creating a road-map to reach our annual ESG objectives; identifying and reviewing ESG-related risks, financial impacts, opportunities, solutions, and short- and long-term impacts of our ESG projects with respect to our ESG initiatives; initiating and overseeing ESG projects; and reporting to the Board and our executive management team the progress of our ESG projects with respect to our ESG vision. Climate and other ESG-related risks are also considered in our enterprise risk management framework and are overseen generally by our Board. For more information on the Board’s oversight of such risks, please refer to the section of this Proxy Statement titled “Role of the Board in Risk Oversight.”

As discussed above, this Proxy Statement contains forward-looking statements as well as information that is not necessarily “material” under the federal securities laws for SEC reporting purposes, but that is informed by various ESG standards and frameworks (including standards for the measurement of underlying data), and the interests of various stakeholders. Much of this information is subject to assumptions, estimates or third-party information that is still evolving and subject to change, as well as the risks identified in the Risk Factors of our annual report on Form 10-K and quarterly reports on Form 10-Q. For example, our disclosures based on any standards may change due to revisions in framework requirements, availability of information, changes in our business or applicable government policies, or other factors, some of which may be beyond our control.

Our Board has general oversight of our ESG initiatives, projects, progress, and risk management, receiving updates from management and the ESG Committee on ESG matters quarterly.

Environmental Sustainability

We are dedicated to preserving natural resources and addressing climate change through innovative technologies and sustainable practices. By partnering with like-minded stakeholders and sharing our expertise, we strive to inspire responsible environmental stewardship.

Social Responsibility

When our team members and the people in our communities thrive, so do we. Through partnerships with nonprofit organizations, charitable and financial contributions, in-kind donations, and volunteer efforts, we strive to make a positive impact on the people and businesses within our communities.

Human Capital

Our team members are our most valuable assets. We are an equal opportunity employer committed to providing equal opportunity and fair treatment to individuals on the basis of merit, including not making employment-related decisions (such as hiring, compensation, promotion, and firing) on the basis of any legally protected characteristic. This expectation is reflected in our Code of Business Conduct and Ethics Policy. Our open-door policy encourages transparent communication and dialogue, and fosters an atmosphere of trust, respect, and collaboration. We offer a broad range of formal and informal professional development opportunities to support our team members’ growth. Through wellness initiatives and continuous development opportunities, we encourage a healthy work-life balance. The Company remains dedicated to maintaining a positive, supportive and healthy work environment for all team members.

Corporate Governance

Acting in the best interests of our stockholders is a top priority. To support this commitment, we have established a robust framework of corporate policies and procedures that guide and govern our operations. As a publicly traded company, our operations are regularly reviewed to ensure compliance with certain applicable laws and standards. Oversight from regulatory bodies such as the U.S. Securities and Exchange Commission (SEC) and the New York Stock Exchange (NYSE) further reinforces our commitment to investor protection. Transparency is a core value, and we openly disclose our operations and financial results to stakeholders. In 2025, no calls were made to the Whistleblower Hotline. These measures provide assurance to our stakeholders that our business practices are ethical and in compliance with laws.

We are a dedicated steward of our community and our environment. Together with our stakeholders, we have developed and incorporated into our business practices innovative programs to promote environmental sustainability, social responsibility, and corporate governance practices across our portfolio. We are proud of our accomplishments to date but acknowledge that more needs to be done to slow the effects of climate change and further our ethical responsibilities to our community. We look forward to implementing new initiatives and projects to further our environmental sustainability, social responsibility, and corporate governance vision.

OTHER COMPANY PROPOSALS

PROPOSAL NO. 2

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee appointed Ernst & Young LLP as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending December 31, 2026. Pursuant to this appointment, Ernst & Young LLP will serve as our independent registered public accounting firm and report on our consolidated financial statements for the fiscal year ending December 31, 2026.

We expect that representatives of Ernst & Young LLP will attend the Annual Meeting and will have the opportunity to make a statement if they so desire and to respond to appropriate questions.

Although stockholder ratification is not required, the appointment of Ernst & Young LLP is being submitted for ratification at the Annual Meeting with a view towards soliciting stockholders' opinions, which the Audit Committee will take into consideration in future deliberations. If Ernst & Young LLP's selection is not ratified at the Annual Meeting, the Audit Committee will consider the engagement of another independent registered accounting firm. The Audit Committee may terminate Ernst & Young LLP's engagement as our independent registered public accounting firm without the approval of our stockholders whenever the Audit Committee deems termination appropriate.

Recommendation of the Board of Directors:

Our Board of Directors recommends a vote “FOR” the ratification of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

PROPOSAL NO. 3

ADVISORY VOTE ON EXECUTIVE COMPENSATION

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, American Assets Trust, Inc.'s stockholders are entitled to vote at the annual meeting to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC. Pursuant to the Dodd-Frank Act, the stockholder vote on executive compensation is an advisory recommendation only, and it is not binding on American Assets Trust, Inc. or our Board.

A majority of the votes cast at the 2024 Annual Meeting of Stockholders were voted in favor of holding the advisory vote on executive compensation on an annual basis and, in accordance with this stockholder preference, our Board has determined that advisory votes on executive compensation will continue to be held on an annual basis.

Although the approval is non-binding, our Compensation Committee and Board value the opinions of the stockholders and will consider the outcome of the vote when making future compensation decisions.

As described more fully in the “Compensation Discussion and Analysis” section of this Proxy Statement, our executive compensation program is designed to attract, retain and motivate individuals with superior ability, experience and leadership capability to deliver on our annual and long-term business objectives necessary to create stockholder value. We encourage stockholders to read the “Compensation Discussion and Analysis” section of this Proxy Statement, which describes in detail how our executive compensation policies and procedures operate and are intended to operate in the future. The Compensation Committee and the Board believe that our executive compensation program fulfills these goals and is reasonable, competitive and aligned with our performance and the performance of our executives.

We are asking our stockholders to indicate their support for our named executive officer compensation as described in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers' compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement. Accordingly, we ask that our stockholders vote “FOR” the following resolution:

“RESOLVED, that American Assets Trust, Inc.'s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in American Assets Trust, Inc.'s Proxy Statement for the 2026 Annual Meeting of Stockholders, pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2025 Summary Compensation Table and the other related tables and disclosures.”

Recommendation of the Board of Directors:

Our Board of Directors recommends that stockholders vote “FOR” the advisory approval of the compensation of the named executive officers as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC.

EXECUTIVE OFFICERS

American Assets Trust, Inc.'s current executive officers are as follows:

Name

Age

Position

Ernest S. Rady

Executive Chairman of the Board of Directors

Adam Wyll

President and Chief Executive Officer

Robert F. Barton

Executive Vice President and Chief Financial Officer

Jerry Gammieri

Senior Vice President of Construction and Development

The following section sets forth certain background information regarding those persons currently serving as executive officers of American Assets Trust, Inc., excluding Ernest S. Rady, who is described on page 4 under “Proposal No. 1 — Nominees for Election to the Board”:

Adam Wyll. Mr. Wyll has served as our President and Chief Executive Officer since January 2025. Previously, Mr. Wyll served as our President and Chief Operating Officer from July 2021 to December 2024, as our Executive Vice President and Chief Operating Officer from November 2019 to June 2021 and as our Senior Vice President and General Counsel from our IPO in January 2011 until October 2019. Mr. Wyll oversees our day-to-day operational and corporate matters while driving strategic decision-making and growth initiatives. Additionally, Mr. Wyll has oversight of our transactions (including financings, acquisitions and dispositions), as well as our legal, information technology and human resources departments and ESG initiatives. Prior to our IPO and for various periods, Mr. Wyll served as vice president of private equity and as vice president of legal and business affairs at our predecessor (AAI) and as vice president, director of client services at American Assets Investment Management, LLC, an SEC registered investment advisor. In such roles, Mr. Wyll’s responsibilities included structuring and managing complex real estate and private equity transactions. Mr. Wyll also worked as an attorney with a national law firm based in Dallas, Texas, where he specialized in representing institutional lenders in finance and real estate transactions, restructurings and other corporate matters. Mr. Wyll also serves on the board and audit committee of Insurance Company of the West. Mr. Wyll is a graduate from the University of Texas at Austin, School of Law; and he received his Bachelor of Business Administration/Finance degree with highest honors from the University of Texas at Austin, School of Business.

Robert F. Barton. Mr. Barton has served as our Executive Vice President and Chief Financial Officer since the completion of our IPO in January 2011. Mr. Barton has managerial responsibility for our accounting, taxation, risk management, capital markets, financial reporting and investor relations departments. Mr. Barton brings to his role more than 40 years of experience in commercial real estate, accounting, tax, mergers and acquisitions and structured finance. From 1998 until our IPO, Mr. Barton served as executive vice president and chief financial officer of AAI. Additionally, from 2002 until our IPO, Mr. Barton served as chief financial officer and chief compliance officer of American Assets Investment Management, LLC, an investment advisor affiliated with American Assets, Inc. that is registered with the SEC. From 1996 until 1998, Mr. Barton served as executive director of real estate and finance for Fluor Daniel, a Fortune 500 engineering and construction company. From 1986 until 1996, Mr. Barton served as senior vice president and chief financial officer of RCI Asset Management Group, or RCI, a privately held real estate developer, whose capital partners included Melvin Simon & Associates, the predecessor entity to Simon Property Group. Prior to joining RCI, Mr. Barton was a senior audit manager at Kenneth Leventhal & Company, where he served private and publicly traded companies, including commercial and residential real estate developers. Mr. Barton began his professional career in 1980 as an auditor with Arthur Young & Co. where his primary focus was in the real estate, banking and health care industries. Mr. Barton is a member of the International Council of Shopping Centers and Urban Land Institute. Mr. Barton is also a member of the Audit and Corporate Responsibility Committee for Rady Children’s Hospital and Health Center. Mr. Barton received his Bachelor of Science degree in business administration with a major in accounting from California State University, Pomona and an Executive Certification in Mergers & Acquisitions from Northwestern University. Mr. Barton is licensed as a Certified Public Accountant in California.

Jerry Gammieri. Mr. Gammieri has served as our Senior Vice President of Construction and Development since December 2021. Mr. Gammieri previously served as our Vice President of Construction and Development from the completion of our IPO in January 2011 until December 2021. Mr. Gammieri has managerial responsibility for our new developments, construction projects, tenant improvements and entitlements. From 2000 until our IPO, Mr. Gammieri served as vice president of construction for AAI, where he was responsible for all aspects of construction activities for AAI and its affiliates. From 1989 until 2000, Mr. Gammieri served as vice president of operations for Peterbilt Construction Company, where he was responsible for all aspects of operations. Mr. Gammieri earned his Associate of Arts and Science degree in construction from the State University of New York at Canton.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors of American Assets Trust, Inc., a Maryland corporation, has reviewed and discussed the Compensation Discussion and Analysis with management. Based on the Compensation Committee's review of, and the discussions with management with respect to, the Compensation Discussion and Analysis, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement for filing with the Securities and Exchange Commission.

This report of the Compensation Committee is not soliciting material, is not deemed filed with the Securities and Exchange Commission, and shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such acts.

The foregoing report has been furnished by the Compensation Committee.

Dr. Robert S. Sullivan, Chairperson

Joy L. Schaefer

Tom S. Olinger

COMPENSATION DISCUSSION AND ANALYSIS

This section provides an overview and analysis of our compensation program and policies, the material compensation decisions we have made under those programs and policies with respect to our named executive officers in 2025, and the material factors that we considered in making those decisions. For 2025, our named executive officers included:

•Ernest S. Rady, our Executive Chairman,

•Adam Wyll, our President and Chief Executive Officer,

•Robert F. Barton, our Executive Vice President and Chief Financial Officer, and

•Jerry Gammieri, our Senior Vice President of Construction and Development.

Executive Summary for 2025

Fiscal 2025 — The Year in Review

Our executive compensation program is primarily comprised of three elements: base salary, annual bonuses and long-term equity incentives. Long-term equity awards are in the form of performance-based and time-based restricted stock awards which vest over a multi-year vesting period.

Our executive team remained focused on, among other things, the disciplined execution of our evolving business strategy, navigating the ongoing macroeconomic conditions and challenges impacting the United States and global economies, including the markets in which our properties are located and the impact of the foregoing on our business operations and stakeholders. Our fiscal and operational 2025 results, guided by our named executive officers, illustrate this focus, which included, among other things, the following:

•Financial Results:

◦Net income was $71.37 million for the year ended December 31, 2025.

◦Funds from operations, or FFO, was $153.45 million, or $2.00 per diluted share/unit for the year ended December 31, 2025. (FFO and FFO per share are non-GAAP measures. A reconciliation of net income to FFO and FFO per share is included on page 66 of our Annual Report on Form 10-K for the year ended December 31, 2025.)

•Dividends: We paid out our highest total dividends per share since our IPO of $1.36 per share in 2025, an increase of 1% over our total dividend per share payout in 2024.

•Investment Grade Credit Ratings: In 2025, we maintained our investment grade credit ratings from all three major U.S. credit rating agencies, consisting of a Baa3/Stable rating from Moody's Investor Service, a BBB- /Stable rating from Standard and Poor's Ratings Services and a BBB/Stable rating from Fitch Ratings.

•Acquisitions and Dispositions: On February 28, 2025, we closed on the acquisition of Genesee Park Apartments, a nearly 200-unit multifamily community in San Diego. This property offers a rare opportunity to unlock substantial value through both operational improvements and long-term redevelopment potential. On February 25, 2025, we completed the sale of Del Monte Center in Monterey. This transaction aligns with our long-term strategy to concentrate capital in core markets where we benefit from operation scale and long-term growth prospects.

•Development Activity: In 2025, we completed development activity at La Jolla Commons III in San Diego, California and placed it in operations as of April 1, 2025. We also completed renovations and upgrades at Alamo Quarry Market, in San Antonio, Texas, First & Main, in Portland, Oregon, 14Acres and Timber Springs, in Bellevue, Washington, and La Jolla Commons I and II, in San Diego, California.

•Office Leasing Activity: In 2025, we leased 616,680 square feet of office space, of which 370,619 square feet was comparable leasing (a 50% increase over 2024) and 246,061 square feet was non-comparable leasing (no tenant in the prior six months).

•Retail Leasing Activity: In 2025, we leased 546,406 square feet of retail space, of which 509,924 square feet was comparable leasing (a 30% increase over 2024).

•Multifamily Leasing Activity: For the year ended December 31, 2025, our traditional multifamily portfolio (excluding Santa Fe Park RV Resort) was 95.5% leased, as we executed 1,916 renewals and new leases within our multi-family portfolio.

•Portfolio: As of December 31, 2025, our operating portfolio was comprised of 31 office, retail, multifamily and mixed-use properties with an aggregate of approximately 6.8 million rentable square feet of retail and office space (including mixed-use retail space), 2,302 residential units (including 120 RV spaces) and a 369-room hotel. Additionally, as of December 31, 2025, we owned land at two of our properties that we classified as held for development and/or construction in progress.

•Human Capital: In 2025, we continued to focus on human capital, including the physical and mental well-being of our employees and stakeholders both within our company and within our communities.

•Other Significant Achievements:

◦our completion of a seamless CEO succession effective January 1, 2025, appointing Adam Wyll as Chief Executive Officer;

◦our 5.4% and 9.8% compounded annual growth rate in our total revenue and net income, respectively, from our IPO in 2011 through December 31, 2025;

◦our 4.7% compounded annual growth rate in our FFO per share from our IPO in 2011 through December 31, 2025;

◦our highest ever average monthly base rent per square foot for our office portfolio and our retail portfolio in the fourth quarter of 2025;

◦our office portfolio comparable leasing spreads increasing approximately 6.4% and 13.8% on a cash basis and GAAP basis, respectively, for the year ended December 31, 2025;

◦our retail portfolio comparable leasing spreads increasing approximately 7.1% and 21.8% on a cash basis and GAAP basis, respectively, for the year ended December 31, 2025.

◦our office portfolio realizing same-store cash NOI growth of 2.3% for the year ended December 31, 2025, as compared to the year ended December 31, 2024;

◦our retail portfolio realizing same-store cash NOI growth of 1.2% for the year ended December 31, 2025, as compared to the year ended December 31, 2024;

◦our embedded contractual growth and cash flow in our portfolio in 2025 and beyond;

◦our liquidity of approximately $529.4 million comprised of approximately $129.4 million in cash and cash equivalents and $400.0 million of full availability on our revolving line of credit as of December 31, 2025;

◦exceeded our 2025 initial guidance FFO per share at the midpoint by 3.1%;

◦maintained a staggered debt maturity schedule over the next nine years at a weighted average fixed interest rate of 4.5%;

◦our named executive officers' ongoing leadership while navigating the ongoing macroeconomic conditions and challenges impacting the United States and global economies, including, without limitation, their continued efforts to fortify our long-term liquidity and enhance leadership efforts with regard to our human capital initiatives (as described herein).

2025 Executive Compensation Actions

The Compensation Committee took into account a number of factors in making its 2025 and 2026 compensation decisions, including our financial and operational results, individual performance and ongoing macroeconomic conditions and challenges. It is our intention to provide Messrs. Rady, Wyll, Barton and Gammieri with a target total annual compensation opportunity, including base salary, annual bonus targets and target restricted stock award grants, competitive with the median of similarly-situated executive officers among our then-current National Association of Real Estate Investment Trusts, or NAREIT, peer group (based on total market capitalization) for compensation purposes as determined based on the executive's duties, authority and responsibilities (and not solely by reference to title) in the reasonable discretion of the Compensation Committee.

In light of these considerations, the Compensation Committee made the following executive compensation decisions with respect to 2025 and 2026:

•Market-Based Base Salary Increases: We seek to provide our named executive officers with competitive cash compensation opportunities in order to provide them with a stable annual income at an appropriate level, as well as for retention purposes in what is currently a highly competitive labor market for experienced and/or specialized executive and employee talent in our target markets. In December 2025, the Compensation Committee made adjustments to the base salary rates for Messrs. Wyll, Barton and Gammieri for 2026, each as set forth below:

2026 BASE SALARIES FOR NAMED EXECUTIVE OFFICERS


Named Executive Officer	2025 Base Salary	2026 Base Salary	% Increase
Ernest Rady (1)	$600,000	$618,000	3%
Adam Wyll (1)	$750,000	$772,500	3%
Robert F. Barton	$600,000	$618,000	3%
Jerry Gammieri	$378,000	$389,340	3%

(1) The 2025 base salaries for Messrs. Rady and Wyll were set in December 2024 in connection with their transitions to Executive Chairman and Chief Executive Officer, respectively.

•Annual Bonuses: Consistent with the incentive bonus plan authorized in 2025 and described below under “Elements of Executive Officer Compensation,” the Compensation Committee conducted a comprehensive evaluation of corporate and individual performance in 2025 for purposes of determining cash bonuses for Messrs. Rady, Wyll, Barton and Gammieri. Additionally, at the request of the Compensation Committee, Mr. Rady conducted a subjective assessment of Messrs. Wyll, Barton and Gammieri's individual performance, which reflected Messrs. Wyll, Barton and Gammieri's contribution to the achievement of our operational and financial performance criteria described herein, to be evaluated by the Compensation Committee with respect to a portion of the cash bonuses.

Based upon the Compensation Committee's performance evaluation, the relative roles and responsibilities for Messrs. Rady, Wyll, Barton and Gammieri and an analysis of the objective calculations under our incentive bonus plan (solely for Messrs. Wyll, Barton and Gammieri) with respect to the corporate performance component, the Compensation Committee approved the cash bonuses for Messrs. Rady, Wyll, Barton and Gammieri for 2025 as set forth below:

2025 CASH BONUSES FOR NAMED EXECUTIVE OFFICERS

Executive

2025 Cash Bonus

2025 Target Bonus
(% Base Salary)

Actual Bonus
(% Base Salary)

Ern

SEC Form DEF 14A filed by American Assets Trust Inc.