ITEM 1.01 ENTRY INTO A MATERIAL AGREEMENT

On January 26, 2021, American Assets Trust, L.P. (the "Operating Partnership") issued and sold $500,000,000 in aggregate principal amount of its 3.375% Senior Notes due 2031 (the "Notes"). The terms of the Notes are governed by an indenture, dated January 26, 2021 (the "Indenture"), by and among the Operating Partnership, as issuer, American Assets Trust, Inc., as guarantor (the "Company"), and U.S. Bank National Association, as trustee, and an officers' certificate, dated January 26, 2021 (the "Officers' Certificate"), pursuant thereto establishing the form and terms of the Notes and the related guarantees. The foregoing descriptions of the Notes, the Indenture and the Officers' Certificate do not purport to be complete and are qualified in their entirety by the full text of the Indenture and the Officers' Certificate, which are being filed herewith or incorporated by reference, as the case may be, as Exhibit 4.1 and Exhibit 4.2, respectively, to this Current Report on Form 8-K.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.



4.1*       Indenture, dated January 26, 2021, by and among American Assets Trust,
         L.P., as issuer, American Assets Trust, Inc., as guarantor, and U.S. Bank
         National Association, as trustee.

4.2*       Officers' Certificate, dated January 26, 2021, pursuant to Sections
         102, 201, 301 and 303 of the Indenture dated January 26, 2021, among
         American Assets Trust, L.P., as issuer, American Assets Trust, Inc., as
         guarantor, and U.S. Bank National Association, as trustee, establishing a
         series of securities entitled "3.375% Senior Notes due 2031," including
         the form of 3.375% Senior Note due 2031 and the form of related
         guarantee.

5.1*       Opinion of Venable LLP.

5.2*       Opinion of Latham & Watkins LLP.

23.1*      Consent of Venable LLP (contained in the opinion filed as Exhibit 5.1
         hereto).

23.2*      Consent of Latham & Watkins LLP (contained in the opinion filed as
         Exhibit 5.2 hereto).



* Filed herewith

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