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Item 2. Management’s Discussion and Analysis

2026-04-29 compared with 2025-10-29 · 186 added, 337 removed, 186 unchanged (74% of the section changed)

1 unchanged sentence

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.

A summary of our wholly owned and partially owned retail properties and their physical occupancies as of September 30, 2025 is as follows:

The Company operates through two primary platforms:

REIT Portfolio :

The REIT Portfolio consists of open-air and street retail properties located in premier urban retail corridors and select suburban markets characterized by strong demographics and limited new supply.

These assets generate recurring rental revenues and benefit from contractual rent escalations and leasing activity.

Investment Management (“IM”) :

Through its investment management platform, the Company manages opportunistic and value-add retail real estate investments alongside institutional partners through its strategic opportunity funds (Fund II, Fund III, Fund IV, and Fund V) and select co-investment ventures.

From time to time, assets previously held in the Company’s opportunity funds may be recapitalized or transitioned into new joint ventures with third-party partners as part of the portfolio lifecycle, while the Company retains an ownership interest and continues its role as operator and manager.

The Company earns management fees and, in certain cases, incentive-based performance fees.

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 its subsidiaries.

As of March 31, 2026, the Trust controlled approximately 96% of the Operating Partnership as its sole general partner.

As of March 31, 2026, the Company owned or had an ownership interest in 231 properties, including development or redevelopment projects ( Note 1 ).

The Company’s operating income is primarily derived from rental revenues from operating properties, including tenant expense recoveries, net of property operating and corporate overhead expenses.

In addition, the Company maintains a Structured Financing (“SF”) program through which it selectively invests in first mortgage loans and other real estate-backed notes.

The following table summarizes the Company’s wholly owned and partially owned retail properties and related physical occupancy as of March 31, 2026:

Number of Properties

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Washington D.C.

South Florida Metro

Total REIT Portfolio

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Acadia Share of Total REIT and Investment Management

(1) Includes six pre-stabilized properties in the REIT Portfolio.

SIGNIFICANT ACTIVITIES DURING 2025

(1) Includes 11 pre-stabilized properties in the REIT Portfolio.

SIGNIFICANT ACTIVITIES DURING 2026 AND SUBSEQUENT EVENTS

See Note 12 in the Notes to Condensed Consolidated Financial Statements for an overview of our three reportable segments:

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For purposes of the tables included below, these segments are abbreviated as “REIT”, “IM” and “SF”, respectively.

During the nine months ended September 30, 2025, the following properties were acquired ( Note 2 ) (dollars in thousands):

Property Name

Acquisition Date

Purchase Price

106 Spring Street

January 9, 2025

New York Metro

73 Wooster Street

January 9, 2025

New York Metro

Renaissance Portfolio

January 23, 2025

Washington DC Metro

Pinewood Square

March 19, 2025

95, 97, and 107 North 6th Street

April 9, 2025

New York Metro

85 5th Avenue

April 11, 2025

New York Metro

70 and 93 North 6th Street

New York Metro

The Avenue West Cobb

September 30, 2025

Henderson Avenue

July 31, 2025

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

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 .

The following properties were disposed of ( Note 2 ) (dollars in thousands):

Property Name

Ownership (a)

Disposition Date

Mad River Station

August 19, 2025

IM (Fund III)

September 5, 2025

New York Metro

1035 Third Avenue (b)

October 1, 2025

New York Metro

(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 ).

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

Triggering Event

Effective Date

Acadia's Share

IM (Fund III)

Reduced holding period

June 30, 2025

Reduced holding period

June 30, 2025

IM (Fund III)

Reduced holding period

September 30, 2025

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.

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

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.

During the first quarter of 2026, the Company completed a number of transactions across its REIT Portfolio and Investment Management segments reflecting continued portfolio growth and deepening of relationships with key institutional partners.

REIT Portfolio

Within the REIT Portfolio, the Company continued to selectively deploy capital into retail assets located in established, high-barrier markets.

During the quarter, the Company completed consolidated acquisitions totaling approximately $78.7 million, including:

• $43.5 million acquisition of retail units at 225 Worth Avenue in Palm Beach, Florida;

• $21.3 million acquisition of retail condominium units at 1045 and 1165 Madison Avenue in New York City;

• $9.5 million strategic add-on acquisition of ground-lease interests at Rhode Island Place in Washington, D.C.;

• $4.4 million strategic add-on acquisition of a retail property and residential units at 846 West Armitage Avenue in Chicago.

These acquisitions were integrated into the Company’s existing REIT Portfolio and are consolidated.

In April 2026, the Company closed a $108.9 million acquisition of retail condominium units at 4-6 and 28 Newbury Street in Boston ( Note 16 ).

Investment Management

During the first quarter of 2026, the Company completed several transactions through its Investment Management segment, consisting of equity investments in unconsolidated joint ventures and recapitalizations of existing assets ( Note 2 , Note 4 ).

In January 2026, the Company acquired a 20% equity interest in a joint venture that purchased the Shops at Skyview, a retail shopping center located in Queens, New York, for a total purchase price of $424.1 million.

At closing, the joint venture secured a mortgage loan with a total commitment of $290.0 million, of which $277.0 million was funded at closing.

Additionally, the Company provided a preferred equity investment of approximately $41.7 million.

The Company’s equity contribution to the joint venture totaled approximately $22.5 million.

In February 2026, the Company completed a $435.8 million recapitalization of a seven-property, open-air retail portfolio.

Six of the properties were previously held in Fund V, while one property (Avenue at West Cobb) was previously held in the Company’s wholly-owned portfolio.

In connection with the transaction, the properties were contributed to two newly formed joint ventures and the Company retained a 20% non-controlling equity interest.

Additionally, the Company provided seller financing to the Atlantic Portfolio joint venture in the form of a $27.5 million preferred equity investment.

The transaction resulted in the deconsolidation of the properties and the recognition of a gain on disposition and deconsolidation of $112.3 million, of which the Company’s proportionate share was $22.1 million.

In March 2026, the Company completed a recapitalization of Pinewood Square, an open-air retail center in Lake Worth, Florida, with a gross transaction value of $68.4 million.

The property was contributed to a newly formed joint venture, with the Company retaining a 20% non-controlling equity interest.

The transaction resulted in the deconsolidation of the property and the recognition of a gain on deconsolidation of $4.1 million.

During the first quarter of 2026, the Company completed consolidated property dispositions within its Investment Management platform totaling approximately $104.6 million, including the sale of Landstown Commons for $102.0 million and the sale of 1964 Union Street for $2.6 million ( Note 2 ).

These transactions reflect the Company’s continued execution of its strategic objectives, including portfolio growth, balance sheet optimization, and the expansion of its Investment Management platform.

Financing and Capital Activity

In connection with the Investment Management disposition and recapitalization activity, the Company retired approximately $269.5 million of property-level mortgage loans associated with assets sold or contributed to joint ventures.

The Company also terminated related interest rate hedges in conjunction with these repayments.

On April 17, 2026, the Company entered into the Fourth Amended and Restated Credit Facility, which extended the maturity of our $525.0 million revolving credit facility (the size of which remained unchanged) from April 15, 2028 to April 17, 2030 (subject to two six-month extension options), increased our existing $400.0 million term loan to $512.5 million and extended its maturity from April 15, 2028 to April 17, 2031, and provided for a new $137.5 million term loan maturing April 17, 2031.

The existing $250.0 million term loan maturing May 29, 2030 remained unchanged.

The Fourth Amended and Restated Credit Facility also includes an accordion feature permitting the Operating Partnership, at its option and subject to customary conditions, to increase total capacity to up to $2.0 billion.

We believe the refinancing extended our weighted average debt maturity and enhanced our liquidity position.

Common Share Activity

In March 2026, we settled 2,445,106 outstanding forward shares under the Company’s $500.0 million “at-the-market” program (the “ATM Program”) and received proceeds of $55.9 million, which were used to reduce outstanding borrowings and fund investment activity.

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.

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.

Macroeconomic conditions, including inflationary pressures, elevated energy prices, higher interest rates, and broader geopolitical developments, continue to present risks for our business and the businesses of our tenants.

While inflation has moderated from prior periods, certain operating and capital costs remain elevated.

However, the majority of our leases include contractual rent escalations and expense recovery provisions, which help mitigate the impact of inflation on operating results.

We also seek to manage operating expenses through cost-conscious property management practices and the use of multi-year service contracts where appropriate.

We seek to drive value across our portfolio through leasing momentum, active development and redevelopment projects, and strategic deployment of capital into high-quality assets.

The Company manages its exposure to interest rate fluctuations primarily through the use of fixed-rate debt and interest rate derivative instruments, including interest rate swaps and caps that are designated as hedging instruments (Note 8 ).

While higher interest rates have increased borrowing costs, we believe our capital structure and hedging strategy provide meaningful protection against interest rate volatility.

In addition, evolving trade policies, tariffs, sanctions and related geopolitical developments could impact certain tenants’ operations or consumer demand in our markets.

The ultimate impact of these factors remains uncertain, and the Company continues to monitor these developments closely.

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):

Comparison of Results for the Three Months Ended March 31, 2026 to the Three Months Ended March 31, 2025

The results of operations by reportable segment for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 are summarized in the table below (in millions, totals may not add due to rounding):

Three Months Ended

September 30, 2025

September 30, 2024

Increase (Decrease)

Rental revenue

Other revenue

Depreciation and amortization

Property operating expenses

Real estate taxes

General and administrative expenses

Impairment charges

Gain (loss) on disposition of properties

Operating income

Interest income

Equity in (losses) earnings of unconsolidated affiliates

Interest expense

Realized and unrealized holding (losses) gains on investments and other

Income tax provision

Net income (loss)

Net loss (income) attributable to redeemable noncontrolling interests

Net (income) loss attributable to noncontrolling interests

Net income attributable to Acadia shareholders

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 ).

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.

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

September 30, 2025

September 30, 2024

Increase (Decrease)

March 31, 2026

March 31, 2025

Rental revenue

5 unchanged sentences

Impairment charges

Gain (loss) on disposition of properties

Gain on disposition of properties

Operating income (loss)

Interest income

Equity in (losses) earnings of unconsolidated affiliates

Equity in earnings (losses) of unconsolidated affiliates

Interest expense

4 unchanged sentences

Net loss (income) attributable to redeemable noncontrolling interests

Net loss (income) attributable to noncontrolling interests

Net (income) loss attributable to noncontrolling interests

Net income (loss) attributable to Acadia shareholders

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.

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.

Segment net income attributable to Acadia shareholders for our REIT Portfolio decreased $0.5 million for the three months ended March 31, 2026 compared to the prior year period as a result of the changes further described below.

Rental revenues for our REIT Portfolio decreased $1.2 million for the three months ended March 31, 2026 compared to the prior year period, primarily reflecting $8.4 million of non-recurring rental and termination income recognized in 2025 from Whole Foods at City Center in San Francisco, CA, partially offset by (i) $4.8 million from REIT acquisitions completed in 2025 and 2026 and (ii) $1.7 million related to the acquisition of an additional interest in, and consolidation of, the Renaissance Portfolio in 2025.

Interest expense for our REIT Portfolio increased $2.9 million for the three months ended March 31, 2026 compared to the prior year period primarily due to higher average outstanding borrowings in 2026 to partially fund investment activity.

Loss on change in control of $9.6 million recognized in the prior year period resulted from the remeasurement to fair value of the Company’s previously held equity method investment upon acquiring an additional 48% controlling interest in the Renaissance Portfolio in 2025 ( Note 2 ).

Realized and unrealized holding gains on investments and other of $1.8 million in the prior-year period resulted from a change in the mark-to-market adjustment on the investment in marketable securities, which was liquidated in 2025.

Net income attributable to noncontrolling interests for our REIT Portfolio increased $1.4 million for the three months ended March 31, 2026 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 increased $34.1 million for the three months ended March 31, 2026 compared to the prior year period as a result of the changes described below.

Rental revenues for Investment Management decreased $2.9 million for the three months ended March 31, 2026 compared to the prior year period due to Fund V property sales completed in 2026.

Other revenues for Investment Management increased $2.7 million for the three months ended March 31, 2026 compared to the prior year period primarily reflecting higher fee income from new Investment Management acquisitions in 2025 and 2026.

An impairment charge of $6.5 million was recognized in 2025 related to a shortened expected hold period at one Fund III property ( Note 8 ).

Gain on disposition of properties of $142.1 million recognized in 2026 was related to the Fund V recapitalization and the dispositions of Landstown Commons and Avenue at West Cobb.

Interest expense for Investment Management decreased $4.2 million for the three months ended March 31, 2026 compared to the prior year period primarily due to the Fund V recapitalization and disposition of Landstown Commons in 2026.

Net income attributable to noncontrolling interests for Investment Management increased $119.5 million for the three months ended March 31, 2026 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 $2.0 million for the three months ended March 31, 2026 compared to $2.3 million for the prior year period.

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.

These unallocated amounts are depicted in the table above under the headings labeled “Total.” General and administrative expenses increased $3.7 million for the three months ended March 31, 2026 compared to the prior year period primarily due to higher compensation expenses, legal expenses, and other transaction costs in 2026.

The increase in expense for the three months ended March 31, 2026 includes accelerated compensation cost related to a modification of vesting provisions in connection with a change in expected service period.

Structured Financing

Interest income for our Structured Financing portfolio decreased $1.3 million for the three months ended March 31, 2026 compared to the prior year period primarily due to the partial redemption of the redeemable noncontrolling interest of the City Point Loan in 2025 ( Note 10 ).

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.

The following discussion of net property operating income (“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 do not consider NOI and rent spreads to be 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.

We use NOI, a non-GAAP financial measure, to evaluate the performance of our properties.

We define NOI as income from our REIT portfolio real estate, less our property operating expenses, excluding lease termination income received from tenants and other amounts such as above- or below-market rent, and straight-line rent.

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.

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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,

Three Months Ended March 31,

Consolidated operating income

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Impairment charges

(Gain) Loss on disposition of properties

Gain on disposition of properties

Above/below-market rent, straight-line rent and other accounts (a)

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REIT Portfolio NOI

(a) Includes other accounts such as straight-line rent reserves, fee income, CECL, and dividend income received on our investment in Albertsons ( Note 8 ).

(a) Includes other accounts such as straight-line rent reserves and fee income.

(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.

We also use same-property NOI (“Same-Property NOI”), a non-GAAP financial measure, to evaluate the performance of our properties.

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,

Three Months Ended March 31,

REIT Portfolio NOI

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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

Three Months Ended March 31, 2026

REIT Portfolio New and Renewal Leases

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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.

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 for an equity REIT due to its widespread acceptance and use within the REIT and analyst communities.

FFO is presented to assist investors in analyzing our performance.

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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,

Also consistent with NAREIT’s definition of FFO, the Company has elected to include gains and losses incidental to its main business in FFO.

A reconciliation of net income attributable to Acadia shareholders to FFO follows (dollars in thousands, except per share amounts):

Three Months Ended March 31,

Net income attributable to Acadia shareholders

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Impairment charges (net of noncontrolling interests' share)

Net loss on disposition of properties (net of noncontrolling interests' share)

Net gain on disposition of properties (net of noncontrolling interests' share)

Loss on change in control

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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.

Generally, our principal uses of liquidity are (i) distributions to our shareholders and OP Unit holders, (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.

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 ).

During the three months ended March 31, 2026, we paid dividends and distributions on our Common Shares and preferred units of limited partnership interest (“Preferred OP Units”) totaling $28.4 million.

As previously discussed, during the three months ended March 31, 2026, we deployed approximately $181.3 million in cash outlays related to acquisitions within our REIT Portfolio and equity investments and recapitalizations completed through our Investment Management platform.

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 ).

During the three months ended March 31, 2026, we provided advances under preferred equity investments aggregating to $69.2 million ( Note 4 ).

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:

As of March 31, 2026, our share of the remaining capital commitments to the Funds aggregated $11.5 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.

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• $5.8 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.

We do not have any additional capital commitments to the Funds other than the remaining amounts described above.

Additionally, the Company has committed to fund tenant improvements under executed leases totaling approximately $49.8 million and $44.1 million, as of March 31, 2026 and December 31, 2025, respectively.

The Company’s share of these obligations is approximately $37.7 million and $37.1 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.

During the three months ended March 31, 2026, capitalized costs associated with development activities totaled $11.0 million ( Note 2 ).

As of March 31, 2026, we had a total of 20 consolidated projects under development or redevelopment, for which the estimated total cost to complete these projects through 2028 was $91.3 million to $122.2 million, respectively.

These estimates exclude assets for which redevelopment or development plans are still being evaluated and for which costs are not yet determinable.

Substantially all remaining development and redevelopment costs are discretionary, other than the construction and tenant improvement commitments disclosed in Note 9 , and could be affected by various risks and uncertainties, including, but not limited to, the effects of the current inflationary environment, elevated interest rates, global macroeconomic conditions, 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, 2025.

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,

Total Debt - Fixed and Effectively Fixed Rate

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Total Indebtedness

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;

As of March 31, 2026, our consolidated indebtedness aggregated $1,604.3 million, excluding $0.7 million of unamortized premium and $8.7 million of net unamortized loan costs, and was secured by 37 properties and related tenant leases.

Maturities on our outstanding indebtedness ranged from May 1, 2026 to April 15, 2035, excluding available extension options.

Taking into consideration $1,054.4 million of notional principal under variable-to-fixed interest rate swap agreements currently in effect, $1,305.5 million, or 81.4%, of the Company’s consolidated debt was fixed at a weighted-average interest rate of 4.67%, and $298.8 million, or 18.6%, was floating at a weighted-average interest rate of 5.73% as of March 31, 2026.

Variable-rate debt included $32.2 million subject to interest rate cap agreements.

Without regard to available extension options, as of March 31, 2026, we had (i) $233.4 million of consolidated debt maturing in 2026 at a weighted-average interest rate of 6.11%, (ii) $2.5 million of scheduled principal amortization due during the remainder of 2026, and (iii) $46.7 million representing the Company’s pro-rata share of scheduled principal payments and maturities on unconsolidated debt during 2026.

In addition, $281.4 million of consolidated debt and $48.5 million representing the Company’s pro-rata share of unconsolidated debt will mature by March 31, 2027.

The Company has extension options on consolidated debt aggregating $134.2 million maturing in 2026 and $96.3 million maturing in 2027;

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;

With respect to the debt maturing in the remainder of 2026, 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.

For the remaining indebtedness, we may not have sufficient cash on hand to repay such obligations, 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.

Our ability to obtain financing could be affected by various risks and uncertainties, including, but not limited to, the current inflationary environment, elevated interest rates, tariff policies, 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, 2025.

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.

We maintain a share repurchase program under which $122.5 million remains available as of March 31, 2026 ( Note 10 ).

We did not repurchase any shares under this program during the three months ended March 31, 2026.

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 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, and (vi) cash on hand and future cash flow from operating activities.

Our cash on hand in our consolidated subsidiaries as of March 31, 2026 totaled $31.4 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.

Our historical cash flow uses are reflected in our Condensed Consolidated Statements of Cash Flows and are discussed in further detail below.

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.

Our 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.

As of March 31, 2026, we physically settled 2,445,106 forward shares under the ATM Program in exchange for aggregate net proceeds of $55.9 million, which were used to reduce outstanding borrowings and fund investment activity.

As of March 31, 2026, we had unsettled forward equity contracts to sell 12,293,731 shares for estimated aggregate net cash proceeds of $239.2 million.

We also had $199.1 million of remaining availability for future share issuance under the ATM program.

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 ).

As of March 31, 2026, unfunded capital commitments from noncontrolling interests within Funds II, III, IV and V were zero, $0.6 million, $18.5 million and $22.9 million, respectively.

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 ).

As of March 31, 2026, we had $433.5 million of capacity under existing REIT Portfolio debt facilities.

In addition, our REIT Portfolio and Investment Management platform included 146 unleveraged consolidated properties with an aggregate carrying value of approximately $2.3 billion;

however, there can be no assurance that financing would be available for these properties at favorable terms, if at all ( Note 7 ).

See also “—Financing and Capital Activity” for details on our Fourth Amended and Restated Credit Facility entered into in April 2026.

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,

The following table compares the historical cash flow for the three months ended March 31, 2026 with the cash flow for the three months ended March 31, 2025 (in millions, totals may not add due to rounding):

Three Months Ended March 31,

Net cash provided by operating activities

Net cash used in investing activities

Net cash provided by (used in) financing activities

Increase in cash and cash equivalents and restricted cash

Net cash provided by (used in) investing activities

Net cash (used in) provided by financing activities

(Decrease) increase in cash and cash equivalents and restricted cash

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.

Net cash provided by operating activities primarily reflects the Company’s operating results, adjusted for non-cash items and changes in working capital.

Net cash provided by operating activities increased by $5.5 million for the three months ended March 31, 2026 compared to the prior year period, primarily reflecting improved operating performance driven by acquisition activity and additional lease‑up activity across the portfolio.

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.

Net cash provided by investing activities increased by $563.6 million for the three months ended March 31, 2026 compared to the prior year period, primarily due to (i) $543.7 million of higher cash inflows from real estate dispositions and (ii) $102.7 million of lower cash outflows for acquisitions.

These increases were partially offset by (i) $62.8 million of higher cash used for investments in unconsolidated affiliates and (ii) $12.6 million of increased spending on development, construction, and property improvements.

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.

Net cash provided by 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 used in financing activities increased by $593.8 million for the three months ended March 31, 2026 compared to the prior year period, primarily due to (i) $221.7 million of lower proceeds from the issuance of Common Shares, (ii) $199.3 million of increased repayments of debt, (iii) $158.6 million of higher capital distributions to noncontrolling interests, (iv) $8.0 million of lower contributions from noncontrolling interests, and (v) $3.5 million of higher dividend payments.

Unconsolidated Indebtedness

We have the following investments made through joint ventures (that may include, among others, tenancy-in common and other similar investments) for the purpose of investing in operating properties.

We account for these investments using the equity method of accounting.

As such, our financial statements reflect our investment and our share of income and loss from, but not the individual assets and liabilities, of these joint ventures.

See Note 4 for a discussion of our unconsolidated investments.

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Operating Partnership

September 30, 2025

March 31, 2026

Pro-rata Share of

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The Walk at Highwoods Preserve (b)

Shops at Skyview (c)

Atlantic Portfolio (c)

Avenue at West Cobb (c)

Crossroads Shopping Center (c)

(a) Effective interest rates incorporate the effect of interest rate swaps and caps that were in effect as of September 30, 2025, where applicable.

Pinewood Square (b)

(a) Effective interest rates incorporate the effect of interest rate swaps and caps that were in effect as of March 31, 2026, where applicable.

(b) The debt has one available 12-month extension option.

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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.

QUANTITATIVE AND QUALITAT IVE DISCLOSURES ABOUT MARKET RISK.

Information as of September 30, 2025

Information as of March 31, 2026

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.

See Note 7 in the Notes to the 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

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):

As of March 31, 2026, total property mortgage loans and other notes payable aggregated $1,604.3 million, excluding $0.7 million of unamortized premium and $8.7 million of net unamortized debt issuance costs.

Of this amount $1,305.5 million, or 81.4%, was fixed-rate, including debt with rates effectively fixed through the use of derivative financial instruments, and $298.8 million, or 18.6%, was variable-rate based upon the Secured Overnight Financing Rate (“SOFR”) or Prime rates plus applicable spreads.

As of March 31, 2026, we were party to 30 interest rate swap agreements and one interest rate cap agreement, which together hedged interest rate exposure on $1,054.4 million and $32.2 million of variable-rate debt, respectively.

If the Company decided to employ higher leverage levels, it would be subject to higher debt service requirements and an increased risk of default, which could adversely affect financial condition, cash flows and ability to make distributions to shareholders.

In addition, increases or changes in interest rates could increase borrowing costs and may limit the Company’s ability to refinance its indebtedness.

The following table sets forth information as of March 31, 2026 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

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2026 (Remainder)

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;

Without regard to available extension options, during the remainder of 2026, $235.9 million of our total consolidated debt and $46.7 million representing our pro-rata share of unconsolidated debt will mature.

In addition, $153.8 million of consolidated debt and $56.1 million representing our pro-rata share of unconsolidated debt will mature in 2027.

With respect to this maturing debt, we have extension options on consolidated debt aggregating $134.2 million maturing in 2026 and $96.3 million maturing in 2027 as of March 31, 2026;

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.

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.

The Company expects to refinance some or all of such debt at the then-prevailing market interest rates, which may be greater than the current interest rates.

Based on outstanding balances, a 100 basis point increase in interest rates on refinanced debt would increase annual interest expense by approximately $4.9 million, of which the Company’s pro-rata share would be $2.6 million.

As of March 31, 2026, the Company had variable-rate debt of $298.8 million, net of variable-to-fixed interest rate swap agreements currently in effect.

A 100 basis point increase in applicable interest rate indices would increase annual interest expense on such debt by approximately $3.0 million, of which the Company’s pro-rata share would be $1.2 million.

We may seek additional variable-rate financing if pricing and other commercial and financial terms are favorable and would consider hedging associated interest rate risk through interest rate swaps and protection agreements, or other means.

Based on our outstanding debt balances as of March 31, 2026, the estimated fair value of our total consolidated outstanding debt would decrease by approximately $7.6 million assuming a 100 basis point increase in interest rates.

Conversely, a 100 basis point decrease in interest rates would increase the estimated fair value of our total outstanding debt by approximately $5.1 million.

As of March 31, 2026, and December 31, 2025, we had consolidated notes receivable of $154.4 million and $154.9 million, respectively.

The estimated fair value of our notes receivable was determined 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 March 31, 2026, a 100 basis point increase in interest rates would decrease the estimated fair value of our total outstanding notes receivable by approximately $1.1 million, while a 100 basis point decrease would increase the estimated fair value by approximately $1.1 million.

Summarized Information as of December 31, 2025

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.

As of December 31, 2025, we had total property mortgage loans and other notes payable of $1.9 billion, excluding the unamortized premium of $0.9 million and unamortized debt issuance costs of $11.4 million, of which $1.5 billion, or 80.2%, was fixed-rate, inclusive of debt with rates fixed through the use of derivative financial instruments, and $370.6 million, or 19.8%, was variable-rate based upon SOFR rates plus applicable spreads.

As of December 31, 2025, we were party to 35 interest rate swap and one interest rate cap agreement to hedge our exposure to changes in interest rates with respect to $1.2 billion and $32.2 million of SOFR-based variable-rate debt, respectively.

Interest expense on our variable-rate debt of $370.6 million, net of variable to fixed-rate swap agreements currently in effect, as of December 31, 2025, would have increased $3.7 million if corresponding rate indices increased by 100 basis points.

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Conversely, if interest rates decreased by 1%, the fair value of our total outstanding debt would have increased by approximately $6.1 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.

Changes in Market Risk Exposures from December 31, 2025 to March 31, 2026

Our interest rate risk exposure from December 31, 2025, to March 31, 2026, has decreased on an absolute basis, as the $370.6 million of variable-rate debt as of December 31, 2025 has decreased to $298.8 million as of March 31, 2026.

Our interest rate exposure as a percentage of total debt has decreased, as our variable-rate debt accounted for 19.8% of our consolidated debt as of December 31, 2025 compared to 18.6% as of March 31, 2026.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis