阿卡迪亚房地产信托美股招股说明书(2026-06-10版)

Common Shares of Beneficial Interest We are offering 9,000,000 common shares of beneficial interest, par value $0.001 per share. We expectto enter into forward sale agreements with each of Bank of America, N.A., Jefferies LLC, Truist Bank andWells Fargo Bank, National Association, which we refer to in this capacity as the forward purchasers. Inconnection with the forward sale agreements, the forward purchasers or their affiliates are expected toborrow from third parties and to sell to the underwriters an aggregate of 9,000,000 of common shares (or anaggregate of 10,350,000 shares if the underwriters’ option to purchase additional shares is exercised in full),that will be delivered in this offering. We will not receive any proceeds from the sale of common shares by the forward purchasers or theiraffiliates. We expect to physically settle the forward sale agreements (by the delivery of common shares)and receive proceeds from the sale of those common shares upon one or more forward settlement dates,which we anticipate will be within approximately 12months from the date of this prospectus supplement.We may also elect to cash settle or net share settle all or a portion of our obligations under a forward saleagreement if we conclude it is in our best interest to do so. If we elect to cash settle a forward saleagreement, then we may not receive any proceeds and may owe cash to the relevant forward purchaser incertain circumstances. If we elect to net share settle a forward sale agreement, then we will not receive anyproceeds and may owe common shares to the relevant forward purchaser in certain circumstances. See“Underwriting — Forward Sale Agreements.” If any forward purchaser or its affiliate does not deliver and sell all of the common shares to bedelivered and sold by it on the anticipated closing date of this offering, then we will issue and sell to theunderwriters a number of common shares equal to the number of shares that such forward purchaser or itsaffiliate did not deliver and sell, and the number of shares underlying the relevant forward sale agreementwill be decreased by the number of shares that we issue and sell. Our common shares are listed on The New York Stock Exchange (the “NYSE”) under the symbol“AKR”. The last reported sale price of our common shares on the NYSE on June9, 2026 was $22.59 pershare. In order to assist us in maintaining our qualification as a real estate investment trust (“REIT”) forfederal income tax purposes, among other purposes, our declaration of trust imposes certain restrictions onthe ownership and transfer of our common shares. See “Restrictions on Ownership Transfers and TakeoverDefense Provisions” in the accompanying prospectus. Investing in our common shares involves risks. See “Risk Factors” on pageS-5of this prospectussupplement and the Risk Factors section of our most recent Annual Report on Form 10-K and our otherperiodic reports filed with the Securities and Exchange Commission (the “SEC”) and incorporated by referenceherein. Neither the SEC nor any other regulatory body has approved or disapproved of these securities or passedupon the accuracy of this prospectus supplement or the accompanying prospectus. Any representation to thecontrary is a criminal offense. Assuming full physical settlement of the forward sale agreements, we expect to receive net proceeds ofapproximately $million (after deducting the underwriting discounts and fees and estimated expensesrelated to the forward sale agreements and this offering). The forward sale price is subject to adjustmentpursuant to the terms of each of the forward sale agreements, and the actual proceeds, if any, to us will becalculated as described in this prospectus supplement. Although we expect to settle the forward saleagreementsThe information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. This preliminary prospectus supplement and theaccompanying prospectus are not an offer to sell nor do they seek an offer to buy these securities in any jurisdiction where the offer or sale thereof is not permitted. entirely by the full physical delivery of our common shares in exchange for cash proceeds, we may electcash settlement or net share settlement for all or a portion of our obligations under any forward saleagreement. The common shares may be offered by the underwriters from time to time for sale in one or moretransactions on the NYSE, in the over-the-counter market, through negotiated transactions or otherwise atmarket prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiatedprices. See “Underwriting”. The underwriters will have the option to purchase within 30days from the date of this prospectussupplement up to an additional 1,350,000 common shares from us at a price of $per share. Uponany exercise of such option, we expect to enter into additional forward sale agreements with each forwardpurchaser in res