Form 8-K ACADIA REALTY TRUST For: Jun 09
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On June 9, 2026, Acadia Realty Trust (the “Company”) and its operating partnership, Acadia Realty Limited Partnership (the “Operating Partnership”), entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Jefferies LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, in their capacity as underwriters and/or forward sellers, as applicable (collectively, the “Underwriters”), and Bank of America, N.A., Jefferies LLC, Truist Bank and Wells Fargo Bank, National Association, in their capacity as forward purchasers (collectively, the “Forward Purchasers”), relating to the offer and sale (the “Offering”) of 9,000,000 common shares of beneficial interest, par value $0.001 per share (“Common Shares”), of the Company by the Underwriters in connection with the forward sale agreements described below. The Underwriters were granted an option to purchase up to an additional 1,350,000 Common Shares within 30 days from June 9, 2026. The Company will not initially receive any proceeds from the sale of the Common Shares by the Underwriters. The Underwriting Agreement contains customary representations, warranties and covenants among the parties.
In connection with the Offering, on June 9, 2026, the Company also entered into separate forward sale agreements (collectively, the “Forward Sale Agreements”) with each of the Forward Purchasers. On the same day, the Forward Purchasers borrowed from third parties and sold to the Underwriters an aggregate of 9,000,000 Common Shares (subject to increase if the Underwriters exercise their option to purchase additional shares). The Company expects to physically settle the Forward Sale Agreements and receive proceeds, subject to certain adjustments, from the sale of the Common Shares upon one or more such physical settlements no later than June 9, 2027. Although the Company expects to settle the Forward Sale Agreements entirely by the physical delivery of Common Shares for cash proceeds, the Company may also elect to cash settle or net share settle all or a portion of its obligations under the Forward Sale Agreements, in which case, the Company may not receive any proceeds, and the Company may owe cash or Common Shares to the Forward Purchasers.
Assuming full physical settlement of the Forward Sale Agreements at an initial forward sale price of $21.80 per share (which is the price at which the Underwriters agreed to buy the Common Shares), the Company expects to receive net proceeds of approximately $195.6 million (or approximately $225.0 million if the Underwriters exercise their option to purchase additional Common Shares in full), after deducting estimated expenses related to the Forward Sale Agreements and the Offering. The initial forward sale price is subject to certain adjustments pursuant to the terms of the Forward Sale Agreements. The Forward Sale Agreements are subject to early termination or settlement under certain circumstances.
The Company will contribute the net proceeds it receives upon the settlement of the Forward Sale Agreements to the Operating Partnership, which intends to use the net proceeds to fund acquisition opportunities arising in the Company’s existing street portfolio markets and/or for other general corporate purposes, which may include the repayment of outstanding indebtedness, working capital and other general corporate purpose activities. Pending such usage, the Operating Partnership expects to invest the net proceeds in short-term instruments.
The Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-275356) filed with the Securities and Exchange Commission on November 7, 2023, and a prospectus supplement dated June 9, 2026.
The closing of the Offering occurred on June 11, 2026. The foregoing description of the Underwriting Agreement and the Forward Sale Agreements does not purport to be complete and is qualified in its entirety by reference to the exhibits filed with this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ACADIA REALTY TRUST | ||
| Dated: June 11, 2026 | ||
| By: | /s/ John Gottfried | |
| Name: | John Gottfried | |
| Title: | Executive Vice President and Chief Financial Officer | |
ATTACHMENTS / EXHIBITS
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