Item 2. Management’s Discussion and Analysis
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
OVERVIEW
Acadia Realty Trust (the “Trust”, collectively with its consolidated subsidiaries, the “Company”, “Acadia”, “we”, “us” or “our”), a Maryland real estate investment trust (“REIT”), is a fully-integrated equity REIT focused on the ownership, acquisition, development, and management of retail properties located primarily in high-barrier-to-entry, supply-constrained, densely populated metropolitan areas in the United States.
All of the Company’s assets are held by, and all of its operations are conducted through, Acadia Realty Limited Partnership (the “Operating Partnership”) and entities in which the Operating Partnership owns an interest. As of September 30, 2025 and December 31, 2024, the Trust controlled approximately 96% of the Operating Partnership as the sole general partner and is entitled to share, in proportion to its percentage interest, in the cash distributions and profits and losses of the Operating Partnership.
We own and operate a high-quality core real estate portfolio, primarily comprised of open-air street retail assets located in the nation’s most dynamic retail corridors (“REIT Portfolio”). This portfolio is complemented by an investment management platform that leverages institutional capital relationships to pursue opportunistic, high yield, and/or value-add investments (“Investment Management” or “IM”). Through the Investment Management platform, we have active investments through the following opportunity funds: Acadia Strategic Opportunity Fund II, LLC (“Fund II”), Acadia Strategic Opportunity Fund III LLC (“Fund III”), Acadia Strategic Opportunity Fund IV LLC (“Fund IV”), and Acadia Strategic Opportunity Fund V LLC (“Fund V” and, collectively with Fund II, Fund III and Fund IV, “the Funds”).
Also within Investment Management, we hold equity method investments in three unconsolidated co-investment vehicles with large institutional investors. Our equity ownership interests range from 5% to 20% in each venture. These investments are individually negotiated and may result in varying economic terms. In addition to these unconsolidated co-investments, as of September 30, 2025, we also own two assets within the Investment Management platform, that we intend to recapitalize with an institutional investor as part of our Investment Management strategy. Any potential recapitalization remains subject to final agreement between the parties, customary closing conditions, and market uncertainty. Thus, no assurances can be given that the Company will successfully close on a recapitalization.
As of September 30, 2025, we own or have an ownership interest in 218 properties held through our REIT Portfolio and Investment Management platform ( Note 1 ). The majority of our operating income is derived from rental revenues from operating properties, including expense recoveries from tenants, offset by operating and overhead expenses.
We continue to execute on a focused strategy designed to drive long-term, profitable growth by leveraging the strength of our REIT Portfolio and Investment Management platform. Our strategic priorities include:
• Maximizing Internal Growth: During the nine months ended September 30, 2025, the REIT Portfolio achieved 5.4% same-property net property operating income (“NOI”) growth. We remain focused on optimizing tenant mix, executing time-sensitive re-tenanting, and enhancing operational efficiency across our portfolio.
• Executing Accretive Acquisitions: Year-to-date, we have completed approximately $487.3 million of acquisitions in our REIT Portfolio and Investment Management, including high-quality street retail assets in key urban corridors. These acquisitions are fully funded and align with our strategy of targeting high-growth, residentially dense, and destination retail locations.
• Advancing Development/Redevelopment and Re-Tenanting: We continue to capitalize on value-enhancing development and redevelopment opportunities.
• Scaling Investment Management: Through our institutional co-investment vehicles, we pursue opportunistic and value-add investments that complement our REIT Portfolio. We maintain meaningful ownership stakes in these ventures, aligning our interests with those of our partners.
• Maintaining Financial Flexibility: We are committed to maintaining a strong and flexible balance sheet through conservative financial practices. Our capital position supports continued investment while preserving liquidity and access to capital markets.
46
A summary of our wholly owned and partially owned retail properties and their physical occupancies as of September 30, 2025 is as follows:
Number of Properties
Operating Properties
Development or
Redevelopment (1)
Operating
GLA
Occupancy
REIT Portfolio:
Chicago Metro
3
36
577,005
86.6
%
New York Metro
2
41
384,700
94.8
%
Los Angeles Metro
—
2
23,757
100.0
%
San Francisco Metro
2
—
—
—
Dallas Metro
7
14
84,652
89.8
%
Washington D.C. Metro
—
32
359,825
88.1
%
Boston Metro
—
1
1,050
100.0
%
Suburban
4
23
3,738,267
95.0
%
Total REIT Portfolio
18
149
5,169,256
93.5
%
Acadia Share of Total REIT Portfolio
18
149
4,908,671
93.6
%
Investment Management:
Fund II
—
1
536,624
78.7
%
Fund III
—
1
—
—
Fund IV
1
21
297,199
82.9
%
Fund V
—
22
7,467,940
94.0
%
Other
—
5
878,882
89.7
%
Total Investment Management
1
50
9,180,645
92.3
%
Acadia Share of Total Investment Management
1
50
2,440,150
89.8
%
Total REIT and Investment Management
19
199
14,349,901
92.7
%
Acadia Share of Total REIT and Investment Management
19
199
7,348,821
92.4
%
(1) Includes six pre-stabilized properties in the REIT Portfolio.
SIGNIFICANT ACTIVITIES DURING 2025
See Note 12 in the Notes to Condensed Consolidated Financial Statements for an overview of our three reportable segments: REIT Portfolio, Investment Management and Structured Financing. For purposes of the tables included below, these segments are abbreviated as “REIT”, “IM” and “SF”, respectively.
Investments
Acquisitions
During the nine months ended September 30, 2025, the following properties were acquired ( Note 2 ) (dollars in thousands):
Property Name
Portfolio
Ownership
Acquisition Date
Location
GLA
Purchase Price
106 Spring Street
REIT
100%
January 9, 2025
New York Metro
5,936
$
55,137
73 Wooster Street
REIT
100%
January 9, 2025
New York Metro
8,896
25,459
Renaissance Portfolio
REIT
48%
January 23, 2025
Washington DC Metro
225,865
245,700
Pinewood Square
IM
100%
March 19, 2025
Southeast
204,002
68,207
95, 97, and 107 North 6th Street
REIT
100%
April 9, 2025
New York Metro
21,100
59,668
85 5th Avenue
REIT
100%
April 11, 2025
New York Metro
13,092
47,014
70 and 93 North 6th Street
REIT
100%
June 4, 2025
New York Metro
21,713
50,323
The Avenue West Cobb
IM
100%
September 30, 2025
Southeast
254,446
62,701
2117 N. Henderson Avenue
REIT
100%
July 31, 2025
Dallas Metro
—
904
On January 23, 2025, we acquired an additional 48% economic ownership interest, increasing our existing 20% interest to 68%, in the Renaissance Portfolio, which is primarily located in Washington D.C. The 48% interest was acquired for a purchase price of $117.9 million, based upon a gross portfolio fair value of $245.7 million, which included existing aggregate mortgage loan indebtedness of $156.1 million ( Note 7 ). Prior to the acquisition, we accounted for our 20% interest under the equity method of accounting. We gained a controlling financial interest as a result of this acquisition, and determined we should consolidate our investment within our REIT Portfolio effective January 23, 2025. As such, we measured and recognized 100% of the identifiable assets acquired, the liabilities assumed and any noncontrolling interests of the Renaissance
47
Portfolio, at fair value and recognized a $9.6 million loss on change in control representing the difference between the carrying value and fair value of its existing equity method interest immediately before consolidation of the portfolio ( Note 2 ).
Additionally, during the third quarter of 2025, we increased our ownership of Fund II from 61.67% to 80.0%. Additional details are provided in Note 10 .
Dispositions
The following properties were disposed of ( Note 2 ) (dollars in thousands):
Property Name
Portfolio
Ownership (a)
Disposition Date
Location
GLA
Sales Price
Mad River Station
REIT
100%
August 19, 2025
Ohio
156,000
$
15,000
640 Broadway
IM (Fund III)
100%
September 5, 2025
New York Metro
49,500
$
49,500
1035 Third Avenue (b)
IM (Fund IV)
100%
October 1, 2025
New York Metro
23,924
$
22,000
(a) Ownership percentages reflect the relevant entity’s proportionate share.
(b) This property was classified as held for sale in the Condensed Consolidated Balance Sheets as of September 30, 2025, and was subsequently sold in October 2025 ( Note 16).
In addition, in June 2025, the joint venture that owned the Eden Square property, of which Fund IV has a 90% ownership interest, sold the property to a third-party for $28.0 million and repaid the related $23.3 million property mortgage loan ( Note 4 ).
Impairment
During the September 30, 2025, we recognized the following impairment charges during the nine months ended September 30, 2025 ( Note 8 ) (dollars in thousands):
Impairment Charge
Property Location
Owner
Triggering Event
Effective Date
Total
Acadia's Share
New York, NY
IM (Fund III)
Reduced holding period
June 30, 2025
$
7,240
$
1,777
New York, NY
IM (Fund IV)
Reduced holding period
June 30, 2025
17,400
3,991
New York, NY
IM (Fund III)
Reduced holding period
September 30, 2025
12,570
3,085
In addition, the 650 Bald Hill Road joint venture recognized an impairment charge of $3.5 million on the property due to a shortened hold period, of which our proportionate share was $0.7 million ( Note 4 ).
Financing Activity
On January 23, 2025, we acquired an additional 48% economic ownership interest in the Renaissance Portfolio ( Note 2 ). At acquisition, the properties were subject to existing mortgage indebtedness with an aggregate outstanding principal balance of $156.1 million, bore interest at the Secured Overnight Financing Rate (“SOFR”) + 2.65% and was scheduled to mature on November 6, 2026. The property mortgage loans were recorded at a fair value of approximately $156.1 million. On January 24, 2025, the venture modified the property mortgage loans to reduce the interest rate to SOFR + 1.55%. This reduction was achieved through a $50.0 million principal paydown, which was funded by the Company as a note receivable from the venture. The note bears interest at 9.11%, matures in November 2026 and has been eliminated in consolidation ( Note 7 ).
In the second quarter of 2025, the Operating Partnership and the Company entered into the Third Amendment to the Third Amended and Restated Credit Agreement (the “Amendment”) to the existing senior unsecured credit facility (the “Credit Facility”). The Amendment established a new five-year $250.0 million incremental delayed draw term loan (the “$250.0 Million Term Loan”). The Amendment also increased the accordion feature limit to $1.5 billion and reduced the borrowing rate on the entire $925.0 million Credit Facility by 10 basis points. The $250.0 Million Term Loan bears interest at the SOFR + 1.20% and matures on May 29, 2030. As of September 30, 2025, the $250.0 Million Term Loan was fully drawn ( Note 7 ).
Structured Financing Investments
In April 2025, the Company modified a redeemable preferred equity investment in a property that is accounted for as a note receivable, which had a principal balance of $54.0 million as of March 31, 2025, to extend the maturity date from February 25, 2025 to February 9, 2027, with an option for a one-year extension. As part of this modification, the borrower repaid the accrued interest balance of $25.3 million. Additionally, the Company provided a mezzanine loan and additional advances under the preferred equity related to the same asset which also matures on February 9, 2027 and bears interest at a fixed rate of 9.00% ( Note 3 ). As of September 30, 2025, the Company advanced $28.5 million in aggregate.
48
Issuance of Common Shares
In February 2025, we entered into our current $500.0 million ATM Program (the “2025 ATM Program”), which includes an optional “forward sale” component, and concurrently terminated our prior $400.0 million ATM program.
During the nine months ended September 30, 2025, we issued the following forward shares under the 2025 ATM Program, all of which remain outstanding as of September 30, 2025 (in thousands except share and per share data):
Number of Shares
Average Share Price
Aggregate Value
Average Net Share Price
Aggregate Net Value
ATM Forward Sale Agreements
12,759,835
$
20.47
$
261,194
$
20.27
$
258,642
In March 2025, we settled 11,172,699 outstanding forward shares under the 2025 ATM Program and received proceeds of $277.9 million, related to forward sales issued during year ended December 31, 2024.
As of September 30, 2025, $238.7 million remains available for future share issuance under the 2025 ATM Program.
Economic and Other Considerations
Macroeconomic conditions, including elevated levels of inflation, higher interest rates, and recent tariff policies, present risks for our business and the businesses of our tenants. The elevated levels of inflation in recent years have led to increased costs for certain goods and services and cost of borrowing. However, most of our leases include contractual rent escalations and require tenants to pay their share of operating expenses, including common area maintenance, real estate taxes, and insurance, which help mitigate inflationary impacts on costs and operating expenses. We believe we manage our properties in a cost-conscious manner to minimize recurring operational expenses and utilize multi-year contracts to alleviate the impact of inflation on our business and our tenants.
We also continue to see rising consumer confidence and expect to drive value to our portfolio through leasing momentum, active development and redevelopment projects, and our leasing pipeline. We manage our exposure to fluctuations in interest rates primarily through the use of fixed-rate debt and interest rate swap and cap agreements, which qualify for, and are designated as, hedging instruments ( Note 8 ). Except for increased interest costs, we have not experienced any material negative impacts at this time.
Recent U.S. tariffs, sanctions, and related geopolitical developments could affect our tenants’ operations or tourism in key markets such as New York, Chicago, Washington, D.C., Los Angeles and San Francisco. While the ultimate impact remains uncertain, we continue to monitor these developments closely.
49
RESULTS OF OPERATIONS
Comparison of Results for the Three Months Ended September 30, 2025 to the Three Months Ended September 30, 2024
The results of operations by reportable segment for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 are summarized in the table below (in millions, totals may not add due to rounding):
Three Months Ended
Three Months Ended
September 30, 2025
September 30, 2024
Increase (Decrease)
REIT
IM
SF
Total
REIT
IM
SF
Total
REIT
IM
SF
Total
Rental revenue
$
57.2
$
41.6
$
—
$
98.7
$
45.1
$
41.2
$
—
$
86.3
$
12.1
$
0.4
$
—
$
12.4
Other revenue
0.9
1.4
—
2.3
0.5
0.9
—
1.5
0.4
0.5
—
0.8
Depreciation and amortization
(22.7
)
(16.2
)
—
(38.9
)
(17.8
)
(16.7
)
—
(34.5
)
4.9
(0.5
)
—
4.4
Property operating expenses
(7.7
)
(8.9
)
—
(16.6
)
(6.4
)
(7.9
)
—
(14.4
)
1.3
1.0
—
2.2
Real estate taxes
(7.5
)
(4.4
)
—
(11.8
)
(6.8
)
(4.4
)
—
(11.2
)
0.7
—
—
0.6
General and administrative expenses
—
—
—
(10.9
)
—
—
—
(10.2
)
—
—
—
0.7
Impairment charges
—
(12.6
)
—
(12.6
)
—
—
—
—
—
12.6
—
12.6
Gain (loss) on disposition of properties
2.8
(0.2
)
—
2.5
—
—
—
—
2.8
(0.2
)
—
2.5
Operating income
22.9
0.7
—
12.7
14.6
13.1
—
17.5
8.3
(12.4
)
—
(4.8
)
Interest income
—
—
6.1
6.1
—
—
7.9
7.9
—
—
(1.8
)
(1.8
)
Equity in (losses) earnings of unconsolidated affiliates
(0.1
)
(3.6
)
—
(3.7
)
0.8
11.0
—
11.8
(0.9
)
(14.6
)
—
(15.5
)
Interest expense
(10.8
)
(13.6
)
—
(24.3
)
(9.5
)
(13.8
)
—
(23.4
)
1.3
(0.2
)
—
0.9
Realized and unrealized holding (losses) gains on investments and other
(2.2
)
—
0.4
(1.8
)
(1.1
)
—
(0.4
)
(1.5
)
1.1
—
0.8
0.3
Income tax provision
—
—
—
—
—
—
—
—
—
—
—
—
Net income (loss)
9.8
(16.4
)
6.6
(11.0
)
4.8
10.3
7.5
12.3
5.0
(26.7
)
(0.9
)
(23.3
)
Net loss (income) attributable to redeemable noncontrolling interests
—
1.6
—
1.6
—
1.7
—
1.7
—
(0.1
)
—
(0.1
)
Net (income) loss attributable to noncontrolling interests
(0.2
)
15.2
—
15.0
(0.6
)
(4.9
)
—
(5.5
)
(0.4
)
20.1
—
20.5
Net income attributable to Acadia shareholders
$
9.7
$
0.3
$
6.6
$
5.6
$
4.2
$
7.0
$
7.5
$
8.4
$
5.5
$
(6.7
)
$
(0.9
)
$
(2.8
)
REIT Portfolio
Segment net income attributable to Acadia shareholders for our REIT Portfolio increased $5.5 million for the three months ended September 30, 2025 compared to the prior year period as a result of the changes further described below.
Rental revenue for our REIT Portfolio increased $12.1 million for the three months ended September 30, 2025 compared to the prior year period primarily due to (i) $5.1 million from new property acquisitions, (ii) $3.7 million from the acquisition of an additional interest and consolidation of the Renaissance Portfolio in 2025 and (iii) $3.0 million from new tenant lease up ( Note 2 ).
Depreciation and amortization for our REIT Portfolio increased $4.9 million for the three months ended September 30, 2025 compared to the prior year period primarily due to (i) $2.8 million from new property acquisitions and (ii) $2.1 million from the acquisition of an additional interest and consolidation of the Renaissance Portfolio. ( Note 2 , Note 6 ).
Property operating expenses for our REIT Portfolio increased $1.3 million for the three months ended September 30, 2025 compared to the prior year period primarily due to new property acquisitions.
Gain on disposition of property of $2.8 million for our REIT Portfolio relates to the sale of the Mad River property in 2025.
Interest expense for our REIT Portfolio increased $1.3 million for the three months ended September 30, 2025 compared to the prior year period primarily due to higher average outstanding borrowings in 2025.
Realized and unrealized holding gains (losses) on investments and other for our REIT Portfolio increased $1.1 million for the three months ended September 30, 2025 compared to the prior year period primarily due to a change in the mark-to-market adjustment on the investment in Albertsons ( Note 8 ).
50
Investment Management (all amounts below are consolidated amounts and are not representative of our proportionate share)
Segment net income attributable to Acadia shareholders for Investment Management decreased $6.7 million for the three months ended September 30, 2025 compared to the prior year period as a result of the changes described below.
Property operating expenses for Investment Management increased $1.0 million for the three months ended September 30, 2025 compared to the prior year period primarily due to a new property acquisition in 2025.
An impairment charge of $12.6 million for Investment Management is due to the shortened hold period at one Fund III property ( Note 8 ).
Equity in (losses) earnings of unconsolidated affiliates for Investment Management decreased $14.6 million for the three months ended September 30, 2025 compared to the prior year period primarily due to the impairment charge on the Bald Hill Road property in 2025 compared to the gain on sale of the Frederick Crossing property in 2024 ( Note 4 ).
Net (income) loss attributable to noncontrolling interests for Investment Management increased $20.1 million for the three months ended September 30, 2025 compared to the prior year period based on the noncontrolling interests’ share of the variances discussed above. Net income attributable to noncontrolling interests in Investment Management includes asset management fees earned by the Company of $2.3 million for the three months ended September 30, 2025 compared to $3.6 million for the prior year period.
Unallocated
The Company does not allocate general and administrative expenses and income taxes to its reportable segments. These unallocated amounts are depicted in the table above under the headings labeled “Total.”
Structured Financing
Interest income for our Structured Financing portfolio decreased $1.8 million for the three months ended September 30, 2025 compared to the prior year period primarily due to compounding interest on certain of our notes in the prior year.
Comparison of Results for the Nine Months Ended September 30, 2025 to the Nine Months Ended September 30, 2024
The results of operations by reportable segment for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 are summarized in the table below (in millions, totals may not add due to rounding):
Nine Months Ended
Nine Months Ended
September 30, 2025
September 30, 2024
Increase (Decrease)
REIT
IM
SF
Total
REIT
IM
SF
Total
REIT
IM
SF
Total
Rental revenue
$
178.6
$
121.0
$
—
$
299.7
$
141.7
$
116.2
$
—
$
258.0
$
36.9
$
4.8
$
—
$
41.7
Other revenue
2.2
4.2
—
6.3
6.3
2.1
—
8.4
(4.1
)
2.1
—
(2.1
)
Depreciation and amortization
(68.8
)
(48.8
)
—
(117.6
)
(54.0
)
(49.7
)
—
(103.7
)
14.8
(0.9
)
—
13.9
Property operating expenses
(25.9
)
(26.5
)
—
(52.4
)
(23.8
)
(25.4
)
—
(49.2
)
2.1
1.1
—
3.2
Real estate taxes
(25.2
)
(13.2
)
—
(38.5
)
(21.6
)
(11.9
)
—
(33.5
)
3.6
1.3
—
5.0
General and administrative expenses
—
—
—
(34.1
)
—
—
—
(30.2
)
—
—
—
3.9
Impairment charges
—
(37.2
)
—
(37.2
)
—
—
—
—
—
37.2
—
(37.2
)
Gain (loss) on disposition of properties
2.8
(0.2
)
—
2.5
(2.2
)
1.8
—
(0.4
)
5.0
(2.0
)
—
2.9
Operating income (loss)
63.6
(0.8
)
—
28.8
46.3
33.1
—
49.3
17.3
(33.9
)
—
(20.5
)
Interest income
—
—
18.6
18.6
—
—
18.5
18.5
—
—
0.1
0.1
Equity in (losses) earnings of unconsolidated affiliates
(0.3
)
(9.3
)
—
(9.6
)
3.5
12.4
—
16.0
(3.8
)
(21.7
)
—
(25.6
)
Interest expense
(29.7
)
(41.5
)
—
(71.2
)
(29.5
)
(41.1
)
—
(70.7
)
0.2
0.4
—
0.5
Loss on change in control
(9.6
)
—
—
(9.6
)
—
—
—
—
9.6
—
—
9.6
Realized and unrealized holding (losses) gains on investments and other
(0.8
)
—
0.6
(0.2
)
(5.1
)
—
(0.8
)
(5.9
)
4.3
—
1.4
5.7
Income tax provision
—
—
—
(0.3
)
—
—
—
(0.2
)
—
—
—
0.1
Net income (loss)
23.1
(51.5
)
19.2
(43.6
)
15.2
4.4
17.7
7.0
7.9
(55.9
)
1.5
(50.6
)
Net loss (income) attributable to redeemable noncontrolling interests
—
5.0
—
5.0
—
6.5
—
6.5
—
(1.5
)
—
(1.5
)
Net loss (income) attributable to noncontrolling interests
0.2
47.6
—
47.8
(1.1
)
0.8
—
(0.4
)
1.3
46.8
—
48.2
Net income (loss) attributable to Acadia shareholders
$
23.3
$
1.0
$
19.2
$
9.2
$
14.1
$
11.7
$
17.7
$
13.1
$
9.2
$
(10.7
)
$
1.5
$
(3.9
)
51
REIT Portfolio
Segment net income attributable to Acadia shareholders for our REIT Portfolio increased $9.2 million for the nine months ended September 30, 2025 compared to the prior year period as a result of the changes further described below.
Rental revenue for our REIT Portfolio increased $36.9 million for the nine months ended September 30, 2025 compared to the prior year period primarily due to (i) $13.7 million from new property acquisitions, (ii) $8.4 million received from Whole Foods that we recognized as rental and termination income at City Center in San Francisco, CA in 2025, (iii) $11.1 million from the acquisition of an additional interest and consolidation of the Renaissance Portfolio in 2025 and (iv) $4.0 million from new tenant lease up ( Note 2 ).
Other revenue for our REIT Portfolio decreased $4.1 million for the nine months ended September 30, 2025 compared to the prior year period primarily due to the recognition of a forfeited deposit in 2024.
Depreciation and amortization for our REIT Portfolio increased $14.8 million for the nine months ended September 30, 2025 compared to the prior year period primarily due to (i) $6.3 million from the acquisition of an additional interest and consolidation of the Renaissance Portfolio, (ii) $6.4 million from new property acquisitions and (iii) $1.5 million from the acceleration of in-place lease intangible assets for bankrupt tenants in 2025 ( Note 2 , Note 6 ).
Property operating expenses for our REIT Portfolio increased $2.1 million for the nine months ended September 30, 2025 compared to the prior year period primarily due to new property acquisitions.
Real estate taxes for our REIT Portfolio increased $3.6 million for the nine months ended September 30, 2025 compared to the prior year period primarily due to (i) $2.0 million from the acquisition of an additional interest and consolidation of the Renaissance Portfolio in 2025, and (ii) $1.7 million from new property acquisitions ( Note 2 ).
Gain on disposition of properties of $2.8 million for our REIT Portfolio in 2025 relates to the gain on sale of the Mad River property, and the loss on disposition of property of $2.2 million for our REIT Portfolio in 2024 relates to the deconsolidation of the Shops at Grand property.
Equity in (losses) earnings of unconsolidated affiliates for our REIT Portfolio decreased $3.8 million for the nine months ended September 30, 2025 compared to the prior year period primarily due to tenants vacating subsequent to September 30, 2024.
Loss on change in control of $9.6 million for our REIT Portfolio for the nine months ended September 30, 2025 is due to the Company gaining a controlling financial interest as a result of the acquisition of the incremental 48% interest in the Renaissance Portfolio in 2025 ( Note 2 ).
Realized and unrealized holding gains (losses) on investments and other for our REIT Portfolio increased $4.3 million for the nine months ended September 30, 2025 compared to the prior year period primarily due to a change in the mark-to-market adjustment on the investment in Albertsons ( Note 8 ).
Net loss (income) attributable to noncontrolling interests for our REIT Portfolio increased $1.3 million for the nine months ended September 30, 2025 compared to the prior year period based on the noncontrolling interests’ share of the variances discussed above.
Investment Management (all amounts below are consolidated amounts and are not representative of our proportionate share)
Segment net income attributable to Acadia shareholders for Investment Management decreased $10.7 million for the nine months ended September 30, 2025 compared to the prior year period as a result of the changes described below.
Rental revenue for Investment Management increased $4.8 million for the nine months ended September 30, 2025 compared to the prior year period primarily due to new property acquisitions in 2025 and tenant lease-up subsequent to September 30, 2024.
Other revenue for Investment Management increased $2.1 million for the nine months ended September 30, 2025 compared to the prior year period primarily due to higher fees earned from the newly acquired Investment Management properties.
Property operating expenses for Investment Management increased $1.1 million for the nine months ended September 30, 2025 compared to the prior year period primarily due to new property acquisitions.
Real estate taxes for Investment Management increased $1.3 million for the nine months ended September 30, 2025 compared to the prior year period primarily due to refunds received in the prior year.
52
Impairment charges for Investment Management of $37.2 million for the nine months ended September 30, 2025 are due to the shortened hold periods at one Fund III property and two Fund IV properties ( Note 8 ).
Gain on disposition of properties for Investment Management decreased $2.0 million for the nine months ended September 30, 2025 compared to the prior year period due to $3.0 million gain on disposition of two Fund IV properties and a Fund V outparcel, offset by a $1.2 million loss related to a previously disposed property ( Note 2 ).
Equity in earnings of unconsolidated affiliates for Investment Management decreased $21.7 million for the nine months ended September 30, 2025 compared to the prior year period primarily due to the loss on sale on Eden Square in 2025 and the impairment charge on the Bald Hill Road property in 2025 compared to the gain on sale of the Paramus Plaza and Frederick Crossing properties in 2024 ( Note 4 ).
Net (income) loss attributable to noncontrolling interests for Investment Management increased $46.8 million for the nine months ended September 30, 2025 compared to the prior year period based on the noncontrolling interests’ share of the variances discussed above. Net income attributable to noncontrolling interests in Investment Management includes asset management fees earned by the Company of $6.9 million and $8.3 million for the nine months ended September 30, 2025 and 2024, respectively.
Structured Financing
Realized and unrealized holding gains on investments and other for our Structured Finance Portfolio increased $1.4 million for the nine months ended September 30, 2025 compared to the prior year period primarily due to the decrease in allowance for some of our notes.
Unallocated
The Company does not allocate general and administrative expenses and income taxes to its reportable segments. These unallocated amounts are depicted in the table above under the headings labeled “Total.” General and administrative expenses increased $3.9 million for the nine months ended September 30, 2025 compared to the prior year period primarily due to higher compensation expenses in 2025.
NON-GAAP FINANCIAL MEASURES
Net Property Operating Income
The following discussion of NOI) and rent spreads on new and renewal leases includes the activity from both our consolidated and our pro-rata share of unconsolidated properties within our REIT Portfolio. We believe NOI and rent spreads are not meaningful measures for our Investment Management investments as Investment Management invests primarily in properties that typically require significant leasing and development, and is primarily comprised of finite-life investment vehicles.
NOI represents property revenues less property expenses. We consider NOI and rent spreads on new and renewal leases for our REIT Portfolio to be appropriate supplemental disclosures of portfolio operating performance due to their widespread acceptance and use within the REIT investor and analyst communities. NOI and rent spreads on new and renewal leases are presented to assist investors in analyzing our property performance; however, our method of calculating these may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
53
A reconciliation of consolidated operating income to net operating income – REIT Portfolio follows (in thousands):
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
Consolidated operating income
$
12,684
$
17,492
$
28,768
$
49,289
Add back:
General and administrative
10,924
10,215
34,053
30,162
Depreciation and amortization
38,884
34,500
117,593
103,721
Impairment charges
12,570
—
37,210
—
(Gain) Loss on disposition of properties
(2,515
)
—
(2,515
)
441
Less:
Above/below-market rent, straight-line rent and other accounts (a)
(5,011
)
(5,498
)
(10,917
)
(12,975
)
Termination income (b)
—
—
(8,366
)
—
Consolidated NOI
67,536
56,709
195,826
170,638
Redeemable noncontrolling interest in consolidated NOI
(1,734
)
(1,711
)
(4,998
)
(4,133
)
Noncontrolling interest in consolidated NOI
(19,604
)
(17,060
)
(56,748
)
(52,314
)
Less: Operating Partnership's interest in Investment Management NOI included above
(8,027
)
(6,940
)
(22,710
)
(18,413
)
Add: Operating Partnership's share of unconsolidated joint ventures NOI (c)
1,045
2,291
3,205
8,504
REIT Portfolio NOI
$
39,216
$
33,289
$
114,575
$
104,282
(a) Includes other accounts such as straight-line rent reserves, fee income, CECL, and dividend income received on our investment in Albertsons ( Note 8 ).
(b) Termination income related to an early lease termination at City Center.
(c) Does not include the Operating Partnership’s share of NOI from unconsolidated joint ventures within Investment Management.
Same-Property NOI includes REIT Portfolio properties that we owned for both the current and prior periods presented, but excludes those properties which we acquired, sold or expected to sell, redeveloped and developed during these periods. The following table summarizes Same-Property NOI for our REIT Portfolio (dollars in thousands):
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
REIT Portfolio NOI
$
39,216
$
33,289
$
114,575
$
104,282
Less properties excluded from Same-Property NOI
(4,336
)
(1,042
)
(11,431
)
(6,434
)
Same-Property NOI
$
34,880
$
32,247
$
103,144
$
97,848
Percent change from prior year period
8.2
%
5.4
%
Components of Same-Property NOI:
Same-Property Revenues
$
47,271
$
45,732
$
143,016
$
138,803
Same-Property Operating Expenses
(12,391
)
(13,485
)
(39,872
)
(40,955
)
Same-Property NOI
$
34,880
$
32,247
$
103,144
$
97,848
54
Rent Spreads on REIT Portfolio New and Renewal Leases
The following table summarizes rent spreads on both a cash basis and straight-line basis for new and renewal leases based on leases executed within our REIT Portfolio for the periods presented. Cash basis represents a comparison of rent most recently paid on the previous lease as compared to the initial rent paid on the new lease. Straight-line basis represents a comparison of rents as adjusted for contractual escalations, abated rent, and lease incentives for the same comparable leases. The table below includes embedded option renewals for which the renewed rent was equal to or approximated existing base rent.
Three Months Ended September 30, 2025
Nine Months Ended September 30, 2025
REIT Portfolio New and Renewal Leases
Cash Basis
Straight-
Line Basis
Cash Basis
Straight-
Line Basis
Number of new and renewal leases executed
28
28
69
69
GLA commencing
238,629
238,629
521,895
521,895
New base rent
$48.69
$52.40
$51.27
$54.17
Expiring base rent
$43.43
$40.67
$48.74
$45.89
Percent growth in base rent
12.1%
28.8%
5.2%
18.1%
Average cost per square foot (a)
$39.88
$39.88
$27.10
$27.10
Weighted average lease term (years)
8.2
8.2
8.6
8.6
(a) The average cost per square foot includes tenant improvement costs, leasing commissions, and tenant allowances.
Funds from Operations
We consider funds from operations (“FFO”) as defined by the National Association of Real Estate Investment Trusts (“NAREIT”) to be an appropriate supplemental disclosure of operating performance due to its widespread acceptance and use within the REIT investor and analyst communities. FFO is presented to assist investors in analyzing our performance. It is helpful as it excludes various items included in net income that are not indicative of the operating performance, such as gains (losses) from sales of depreciated property, depreciation and amortization, and impairment of real estate. Our method of calculating FFO may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. FFO does not represent cash generated from operations as defined by accounting principles generally accepted in the United States (“GAAP”) and is not indicative of cash available to fund all cash needs, including distributions. It should not be considered as an alternative to net income for the purpose of evaluating our performance or to cash flows as a measure of liquidity. Consistent with the NAREIT definition, we define FFO as net income (computed in accordance with GAAP), excluding gains (losses) from sales of depreciated property and impairment of depreciable real estate assets related to the Company’s main business and land held for the development of property for its operating portfolio, plus depreciation and amortization, after adjustments for unconsolidated partnerships and joint ventures. Also consistent with NAREIT’s definition of FFO, the Company has elected to include gains and losses incidental to its main business (including those related to its investments in Albertsons) in FFO. A reconciliation of net income (loss) attributable to Acadia shareholders to FFO follows (dollars in thousands, except per share data):
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
Net income attributable to Acadia shareholders
$
5,618
$
8,414
$
9,189
$
13,126
Depreciation of real estate and amortization of leasing costs (net of
noncontrolling interests' share)
31,542
26,407
94,814
79,785
Impairment charges (net of noncontrolling interests' share)
3,804
—
9,572
—
Net loss on disposition of properties (net of noncontrolling interests' share)
(2,700
)
(2,324
)
(2,614
)
(1,481
)
Loss on change in control
—
—
9,622
—
Income attributable to Common OP Unit holders
248
398
452
704
Distributions - Preferred OP Units
67
67
201
274
Funds from operations attributable to Common Shareholders and
Common OP Unit holders - Basic and Diluted
$
38,579
$
32,962
$
121,236
$
92,408
55
LIQUIDITY AND CAPITAL RESOURCES
Uses of Liquidity and Cash Requirements
Generally, our principal uses of liquidity are (i) distributions to our shareholders and holders of our units of limited partnership interest (“OP units”), (ii) investments, which include the funding of capital committed to our Investment Management platform and property acquisitions and development/re-tenanting activities within our REIT Portfolio, (iii) distributions to our Investment Management investors, (iv) debt service and loan repayments and (v) share repurchases.
Distributions
In order to qualify as a REIT for federal income tax purposes, we must distribute at least 90% of our taxable income to our shareholders. During the nine months ended September 30, 2025, we paid dividends and distributions on our Common Shares and preferred units of limited partnership interest (“Preferred OP Units”) totaling $79.7 million.
Investments
During the nine months ended September 30, 2025, we deployed approximately $487.3 million in cash outlays related to investment activities. This amount included the acquisition of an additional 48% economic ownership interest in the Renaissance Portfolio for $117.9 million, which resulted in a controlling financial interest and the consolidation of the portfolio within our REIT Portfolio ( Note 2 , Note 7 ). We also acquired 11 additional properties for an aggregate purchase price of $369.4 million ( Note 2 ).
In addition, we redeemed a portion of the noncontrolling interest in Fund II, which required a $8.0 million cash payment ( Note 10 ).
Structured Financing Investments
During the nine months ended September 30, 2025, we provided a mezzanine loan and additional advances under a preferred equity investment in the aggregate amount of $28.5 million ( Note 3 ).
Capital Commitments
During the nine months ended September 30, 2025, we made capital contributions aggregating $3.7 million to the Funds.
As of September 30, 2025, our share of the remaining capital commitments to the Funds aggregated $12.6 million as follows:
• $0.2 million to Fund III – Fund III was launched in May 2007 with total committed capital of $450.0 million, of which our original share was $89.6 million. During 2015, we acquired an additional interest, which had an original capital commitment of $20.9 million.
• $5.5 million to Fund IV – Fund IV was launched in May 2012 with total committed capital of $530.0 million, of which our original share was $122.5 million.
• $6.9 million to Fund V – Fund V was launched in August 2016 with total committed capital of $520.0 million, of which our original share was $104.5 million.
We do not have any additional capital commitments to the Funds.
Additionally, the Company has committed to fund tenant improvements under executed leases totaling approximately $39.6 million and $41.4 million, as of September 30, 2025 and December 31, 2024, respectively. The Company’s share of these obligations is approximately $32.4 million and $32.3 million, respectively ( Note 9 ).
Development Activities
During the nine months ended September 30, 2025, capitalized costs associated with development activities totaled $44.8 million ( Note 2 ). As of September 30, 2025, we had a total of 19 consolidated projects under development or redevelopment, for which the estimated total cost to complete these projects through 2028 was $126.1 million to $157.0 million, respectively. Substantially all remaining development and redevelopment costs are discretionary, and could be affected by various risks and uncertainties, including, but not limited to, the effects of the current inflationary environment, elevated interest rates, the imposition of tariffs and other risks detailed in Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2024.
56
Debt
A summary of our consolidated debt, which includes the full amount of Investment Management related obligations and excludes our pro rata share of debt at our unconsolidated subsidiaries, is as follows (in thousands):
September 30,
December 31,
2025
2024
Total Debt - Fixed and Effectively Fixed Rate
$
1,490,553
$
1,142,592
Total Debt - Variable Rate
382,526
405,355
1,873,079
1,547,947
Net unamortized debt issuance costs
(12,222
)
(10,893
)
Unamortized premium
1,151
212
Total Indebtedness
$
1,862,008
$
1,537,266
As of September 30, 2025, our consolidated indebtedness aggregated $1,873.1 million, excluding unamortized premium of $1.2 million and net unamortized loan costs of $12.2 million, and was collateralized by 49 properties and related tenant leases. As of September 30, 2025, stated interest rates on our outstanding indebtedness ranged from 3.99% to SOFR + 3.33% with maturities that ranged from October 1, 2025 to April 15, 2035, excluding available extension options. With respect to the debt maturing in 2025, we are actively pursuing refinancing the remaining obligations, though there can be no assurance that we can refinance such obligations on favorable terms or at all. Taking into consideration $1,201.4 million of notional principal under variable to fixed-rate swap agreements currently in effect, $1,490.6 million of the portfolio debt, or 79.6%, was fixed at a 4.85% weighted average interest rate and $382.5 million, or 20.4%, was floating at a 6.69% weighted average interest rate as of September 30, 2025. Our variable-rate debt includes $78.2 million of debt subject to interest rate caps.
Without regard to available extension options, as of September 30, 2025, we had (i) $82.4 million of debt maturing in 2025 at a weighted-average interest rate of 7.19%, (ii) $1.7 million of scheduled principal amortization due in the remainder of 2025 and (iii) $8.0 million of remaining scheduled 2025 principal payments and maturities, representing our pro rata share of our unconsolidated debt. In addition, $252.3 million of our total consolidated debt and $13.8 million of our pro-rata share of unconsolidated debt will come due by September 30, 2026. With respect to the debt maturing in 2025 and 2026, we have options to extend consolidated debt aggregating $35.2 million and $186.9 million as of September 30, 2025; however, there can be no assurance that the Company will be able to successfully execute any or all of its available extension options. For the remaining indebtedness, we may not have sufficient cash on hand to repay such indebtedness, and, therefore, we expect to refinance at least a portion of this indebtedness or select other alternatives based on market conditions as these loans mature; however, there can be no assurance that we will be able to obtain financing on acceptable terms or at all. Our ability to obtain financing could be affected by various risks and uncertainties, including, but not limited to, the effects of the current inflationary environment, elevated interest rates, the imposition of tariffs and other risks, including, but not limited to those detailed in Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2024.
Share Repurchase Program
We maintain a share repurchase program under which $122.5 million remains available as of September 30, 2025 ( Note 10 ). We did not repurchase any shares under this program during the nine months ended September 30, 2025.
Sources of Liquidity
Our primary sources of capital for funding our short-term (less than 12 months) and long-term (12 months and longer) liquidity needs include (i) the issuance of both public equity and OP Units, (ii) the issuance of both secured and unsecured debt, (iii) unfunded capital commitments from noncontrolling interests within Investment Management, (iv) future sales of existing properties, (v) repayments of Structured Financing investments, (vi) liquidation of marketable securities, and (vii) cash on hand and future cash flow from operating activities. Our cash on hand in our consolidated subsidiaries as of September 30, 2025 totaled $49.4 million. Our remaining sources of liquidity are described further below. Depending upon the availability and cost of external capital, we believe our sources of capital are sufficient to meet our liquidity needs. Our historical cash flows uses are reflected in our Condensed Consolidated Statements of Cash Flows and are discussed in further detail below.
57
Issuances of Common Shares
The 2025 ATM Program ( Note 10 ) provides us with an efficient and low-cost vehicle for raising capital through public equity issuances on an “as-we-go” basis to fund our capital needs. Through this program, we have been able to effectively “match-fund” the required capital for our REIT Portfolio and Investment Management acquisitions through the issuance of Common Shares over extended periods, employing a price averaging strategy. In addition, from time to time, we have issued and intend to continue to issue, equity in follow-on offerings separate from the 2025 ATM Program. Net proceeds raised through the 2025 ATM Program and follow-on offerings are primarily used for acquisitions, both for our REIT Portfolio and our pro-rata share of Investment Management acquisitions, and for general corporate purposes.
As of September 30, 2025, we had 12,759,835 forward shares outstanding under the 2025 ATM Program. The weighted-average net forward sales price per share of the forward shares under the 2025 ATM program was $20.27 and would result in $258.6 million in net cash proceeds if we were to physically settle the shares. In March 2025, we settled 11,172,699 shares outstanding under the 2025 ATM forward and received proceeds of $277.9 million.
Investment Management Capital
During the nine months ended September 30, 2025, Funds III and V called for capital contributions of $18.1 million, of which our aggregate share was $3.7 million. As of September 30, 2025, unfunded capital commitments from noncontrolling interests within Funds II, III, IV and V were $0, $0.6 million, $18.5 million and $27.3 million, respectively.
Other Transactions
During the first quarter of 2025, we recognized payments of $8.4 million related to the termination of a lease at City Center in San Francisco ( Note 11 ).
As of September 30, 2025, we held 257,112 million shares of Albertsons which had a fair value of $4.5 million ( Note 8 ). In addition, during the nine months ended September 30, 2025, we sold 495,000 shares of Albertsons generating $9.8 million in net proceeds and recognized dividend income of $0.3 million ( Note 8 ).
Financing and Debt
During the third quarter of 2025, we drew the remaining $75.0 million available under the $250.0 Million Term Loan, and have no remaining availability. As of September 30, 2025, we had $460.0 million of capacity under existing REIT Portfolio debt facilities. In addition, as of that date within our REIT Portfolio and Investment Management platform, we had 137 unleveraged consolidated properties with an aggregate carrying value of approximately $2.2 billion, although there can be no assurance that we would be able to obtain financing for these properties at favorable terms, if at all ( Note 7 ).
HISTORICAL CASH FLOW
The following table compares the historical cash flow for the nine months ended September 30, 2025 with the cash flow for the nine months ended September 30, 2024 (in millions, totals may not add due to rounding):
Nine Months Ended September 30,
2025
2024
Variance
Net cash provided by operating activities
$
125.0
$
102.6
$
22.4
Net cash used in investing activities
(430.4
)
(50.1
)
(380.3
)
Net cash provided by (used in) financing activities
340.8
(8.4
)
349.2
Increase in cash and cash equivalents and restricted cash
$
35.3
$
44.0
$
(8.7
)
Operating Activities
Net cash provided by operating activities primarily consists of cash inflows from rental revenue, and cash outflows for property operating expenses, general and administrative expenses and interest and debt expense.
Net cash provided by operating activities increased by $22.4 million for the nine months ended September 30, 2025 as compared to the prior year period primarily due to the repayment of accrued interest on a note receivable.
58
Investing Activities
Net cash used in investing activities is impacted by our investments in and advances to unconsolidated affiliates, the timing and extent of our real estate development, capital improvements, and acquisition and disposition activities during the period.
Net cash used in investing activities increased by $380.3 million during the nine months ended September 30, 2025 as compared to the prior year period, primarily due to (i) $341.1 million more cash used for the acquisition of real estate, (ii) $12.0 million more cash used for the issuance of notes receivable, (iii) $24.2 million more cash used for development, construction and property improvement costs, and (iv) $5.2 million less cash received from the repayment of notes receivable.
Financing Activities
Net cash provided by (used in) financing activities is impacted by the timing and extent of issuances of debt and equity securities, distributions paid to common shareholders and unitholders of the Operating Partnership, as well as principal and other payments associated with our outstanding indebtedness.
Net cash provided by financing activities increased by $349.2 million during the nine months ended September 30, 2025 as compared to the prior year period, primarily from (i) $459.7 million more cash from proceeds on debt and (ii) $5.6 million less cash used for financing costs. These increases were offset by (i) $51.3 million less cash provided by the sale of Common Shares, (ii) $31.7 million less cash provided by contributions from noncontrolling interests, (iii) $20.4 million more used to pay dividends, (iv) $9.9 million more cash used in the acquisition of noncontrolling interests and (v) $5.4 million more capital distributed to noncontrolling interests.
See Note 4 for a discussion of our unconsolidated investments. The Operating Partnership’s pro-rata share of unconsolidated non-recourse debt related to those investments is as follows (dollars in millions):
Operating Partnership
September 30, 2025
Investment
Ownership
Percentage
Pro-rata Share of
Mortgage Debt
Effective Interest Rate (a)
Maturity Date
Tri-City Plaza
18.1
%
$
6.4
6.16
%
Oct 2025
Frederick County Square
18.1
%
4.4
6.79
%
Jan 2026
650 Bald Hill Rd
20.8
%
3.1
3.75
%
Jun 2026
840 N. Michigan
94.4
%
35.5
6.50
%
Dec 2026
Wood Ridge Plaza
18.1
%
6.5
7.18
%
Mar 2027
La Frontera
18.1
%
10.0
6.11
%
Jun 2027
Riverdale FC
18.0
%
6.8
6.85
%
Nov 2027
Georgetown Portfolio
50.0
%
6.8
4.72
%
Dec 2027
LINQ Promenade (d)
15.0
%
26.3
5.89
%
Dec 2027
Shoppes at South Hills (b)
18.1
%
5.9
5.95
%
Mar 2028
Mohawk Commons
18.1
%
7.1
5.80
%
Mar 2028
The Walk at Highwoods Preserve (b)
20.0
%
4.1
6.25
%
Oct 2028
Crossroads Shopping Center (c)
49.0
%
36.8
5.78
%
Nov 2029
Gotham Plaza
49.0
%
13.7
5.90
%
Oct 2034
Total
$
173.4
(a) Effective interest rates incorporate the effect of interest rate swaps and caps that were in effect as of September 30, 2025, where applicable.
(b) The debt has one available 12-month extension option.
(c) The debt has two available 12-month extension options.
(d) The debt has one available 24-month extension option.
59
CRITICAL ACCOUNTING POLICIES
Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Report is based upon the Condensed Consolidated Financial Statements, which have been prepared in accordance with GAAP. The preparation of Condensed Consolidated Financial Statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. We base our estimates on historical experience and assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe there have been no material changes to the items that we disclosed as our critical accounting policies under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our 2024 Annual Report on Form 10-K.
Recently Issued and Adopted Accounting Pronouncements
Reference is made to Note 1 in the Notes to Condensed Consolidated Financial Statements for information about recently issued accounting pronouncements.
SUPPLEMENTAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following supplements the discussion contained under the heading “Certain U.S. Federal Income Tax Considerations” in our prospectus dated November 6, 2023.
The One Big Beautiful Bill Act
On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act, or the OBBBA. The OBBBA made significant changes to the U.S. federal income tax laws in various areas. Among the relevant changes:
• The OBBBA permanently extended certain provisions that were enacted in the Tax Cuts and Jobs Act of 2017, most of which were set to expire after December 31, 2025. In particular, such extensions included the permanent extension of (i) the 37% tax rate as the highest marginal individual income tax rate on ordinary income and (ii) the 20% deduction for “qualified REIT dividends” for individuals and other non-corporate taxpayers.
• The OBBBA increased the percentage limit under the REIT asset test applicable to taxable REIT subsidiaries, or TRSs, from 20% to 25% for taxable years beginning after December 31, 2025. As a result, for taxable years beginning after December 31, 2025, the aggregate value of all securities of TRSs held by a REIT may be equal to up to 25% of the value of its gross assets without causing the REIT to fail to qualify as a real estate investment trust.
• Finally, the OBBBA modified the calculation of the business interest deduction limitation under section 163(j) of the Code. Such limitation is equal to 30% of the taxpayer’s “adjusted taxable income.” Prior to the passage of the OBBBA, for tax years beginning after December 31, 2021, a taxpayer’s “adjusted taxable income” was reduced by depreciation, amortization and depletion. Pursuant to the OBBBA, “adjusted taxable income” is calculated without regard to such items.
The OBBBA contains complex revisions to the U.S. federal income tax laws. Holders of our Common Shares are urged to consult with their tax advisors with respect to the OBBBA and its potential effect on the acquisition, ownership and disposition of our Common Shares.
ITEM 3. QUANTITATIVE AND QUALITAT IVE DISCLOSURES ABOUT MARKET RISK.
Information as of September 30, 2025
Our primary market risk exposure is to changes in interest rates related to our property mortgage loans and other debt. See Note 7 in the Notes to Condensed Consolidated Financial Statements, for certain quantitative details related to our property mortgage loans and other debt.
Currently, we manage our exposure to fluctuations in interest rates primarily through the use of fixed-rate debt and interest rate swap and cap agreements. As of September 30, 2025, we had total property mortgage loans and other notes payable of $1,873.1 million, excluding the unamortized premium of $1.2 million and net unamortized debt issuance costs of $12.2 million, of which $1,490.6 million, or 79.6% was fixed-rate, inclusive of debt with rates fixed through the use of derivative financial instruments, and $382.5 million, or 20.4%, was variable-rate based upon SOFR or Prime rates plus certain spreads. As of September 30, 2025, we were party to 35 interest rate swaps and three interest rate cap agreements to hedge our exposure to changes in interest rates with respect to $1,201.4 million and $78.2 million of variable-rate debt, respectively. If we decided to employ higher leverage levels, we would be subject to increased debt service requirements and a higher risk of default on our
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debt obligations, which could adversely affect our financial conditions, cash flows and ability to make distributions to our shareholders. In addition, increases or changes in interest rates could cause our borrowing costs to rise and may limit our ability to refinance debt.
The following table sets forth information as of September 30, 2025 concerning our long-term debt obligations, including principal cash flows by scheduled maturity (without regard to available extension options) and weighted average effective interest rates of maturing amounts (dollars in millions):
REIT Portfolio Consolidated Mortgage and Other Debt
Year
Scheduled
Amortization
Maturities
Total
Weighted Average
Interest Rate
2025 (Remainder)
$
0.6
$
—
$
0.6
—
%
2026
4.9
102.0
106.9
6.1
%
2027
4.8
45.1
49.9
4.8
%
2028
1.8
535.4
537.2
4.1
%
2029
1.2
97.1
98.3
5.5
%
Thereafter
1.3
326.6
327.9
4.4
%
$
14.6
$
1,106.2
$
1,120.8
Investment Management Consolidated Mortgage and Other Debt
Year
Scheduled
Amortization
Maturities
Total
Weighted Average
Interest Rate
2025 (Remainder)
$
1.1
$
82.4
$
83.5
7.2
%
2026
2.9
219.1
222.0
6.4
%
2027
1.7
222.8
224.5
6.3
%
2028
0.3
222.0
222.3
5.8
%
2029
—
—
—
—
%
Thereafter
—
—
—
—
%
$
6.0
$
746.3
$
752.3
Mortgage Debt in Unconsolidated Partnerships (at our Pro-Rata Share)
Year
Scheduled
Amortization
Maturities
Total
Weighted Average
Interest Rate
2025 (Remainder)
$
1.6
$
6.4
$
8.0
6.2
%
2026
6.2
35.8
42.0
6.3
%
2027
1.1
55.2
56.3
6.1
%
2028
0.1
16.6
16.7
6.0
%
2029
0.3
36.4
36.7
5.8
%
Thereafter
—
13.7
13.7
5.9
%
$
9.3
$
164.1
$
173.4
Without regard to available extension options, in the remainder of 2025, $84.1 million of our total consolidated debt and $8.0 million of our pro-rata share of unconsolidated outstanding debt will become due. In addition, $328.9 million of our total consolidated debt and $42.0 million of our pro-rata share of unconsolidated debt will become due in 2026. As it relates to the aforementioned maturing debt in 2025 and 2026, we have options to extend consolidated debt aggregating $35.2 million and $186.9 million at September 30, 2025, respectively; however, there can be no assurance that the Company will be able successfully execute any or all of its available extension options. As we intend on refinancing some or all of such debt at the then-existing market interest rates, which may be greater than the current interest rates, our interest expense would increase by approximately $4.6 million annually if the interest rate on the refinanced debt increased by 100 basis points. After giving effect to noncontrolling interests, our share of this increase would be $1.9 million. Interest expense on our variable-rate debt of $382.5 million, net of variable to fixed-rate swap agreements currently in effect, as of September 30, 2025, would increase $3.8 million if corresponding rate indices increased by 100 basis points. After giving effect to noncontrolling interests, our share of this increase would be $1.3 million. We may seek additional variable-rate financing if and when pricing and other commercial and financial terms warrant. As such, we would consider hedging against the interest rate risk related to such additional variable-rate debt through interest rate swaps and protection agreements, or other means.
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Based on our outstanding debt balances as of September 30, 2025, the fair value of our total consolidated outstanding debt would decrease by approximately $10.3 million if interest rates increased by 1%. Conversely, if interest rates decreased by 1%, the fair value of our total outstanding debt would increase by approximately $6.2 million.
As of September 30, 2025, and December 31, 2024, we had consolidated notes receivable of $154.8 million and $126.6 million, respectively. We determined the estimated fair value of our notes receivable by discounting future cash receipts utilizing a discount rate equivalent to the rate at which similar notes receivable would be originated under conditions then existing.
Based on our outstanding notes receivable balances as of September 30, 2025, the fair value of our total outstanding notes receivable would decrease by approximately $1.5 million if interest rates increased by 1%. Conversely, if interest rates decreased by 1%, the fair value of our total outstanding notes receivable would increase by approximately $1.5 million.
Summarized Information as of December 31, 2024
As of December 31, 2024, we had total property mortgage loans and other notes payable of $1.5 billion, excluding the unamortized premium of $0.2 million and unamortized debt issuance costs of $10.9 million, of which $1.1 billion, or 73.8%, was fixed-rate, inclusive of debt with rates fixed through the use of derivative financial instruments, and $405.4 million, or 26.2%, was variable-rate based upon SOFR rates plus certain spreads. As of December 31, 2024, we were party to 30 interest rate swap and four interest rate cap agreements to hedge our exposure to changes in interest rates with respect to $852.0 million and $111.2 million of SOFR-based variable-rate debt, respectively.
Interest expense on our variable-rate debt of $405.4 million, net of variable to fixed-rate swap agreements currently in effect, as of December 31, 2024, would have increased $4.1 million if corresponding rate indices increased by 100 basis points. Based on our outstanding debt balances as of December 31, 2024, the fair value of our total outstanding debt would have decreased by approximately $9.8 million if interest rates increased by 1%. Conversely, if interest rates decreased by 1%, the fair value of our total outstanding debt would have increased by approximately $9.8 million.
Changes in Market Risk Exposures from December 31, 2024 to September 30, 2025
Our interest rate risk exposure from December 31, 2024, to September 30, 2025, has decreased on an absolute basis, as the $405.4 million of variable-rate debt as of December 31, 2024 has decreased to $382.5 million as of September 30, 2025. Our interest rate exposure as a percentage of total debt has decreased, as our variable-rate debt accounted for 26.2% of our consolidated debt as of December 31, 2024 compared to 20.4% as of September 30, 2025.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.