What changed in this filing

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Item 1. Financial Statements

2024-04-29 compared with 2023-10-30 · 178 added, 291 removed, 540 unchanged (46% of the section changed)

4 unchanged sentences

(Unaudited, in thousands, except share information)

September 30,

2024 December 31,

9 unchanged sentences

Deferred charges and prepaid expenses, net 165,625 164,061

Real estate assets held for sale 10,013 10,439

Other assets 56,045 54,155

9 unchanged sentences

Additional paid-in capital 3,301,402 3,310,590

Accumulated other comprehensive income 12,192 8,851

Accumulated other comprehensive income (loss) 9,526 ( 2,700 )

Distributions in excess of net income ( 454,967 ) ( 460,595 )

6 unchanged sentences

(Unaudited, in thousands, except per share data)

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

Three Months Ended March 31,

Rental income $ 319,489 $ 311,130

12 unchanged sentences

Gain on sale of real estate assets 15,142 48,468

Gain (loss) on extinguishment of debt, net 6 — 4,356 ( 221 )

Other ( 593 ) ( 405 )

12 unchanged sentences

(Unaudited, in thousands)

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

Three Months Ended March 31,

Net income $ 88,905 $ 112,246

Other comprehensive income

Change in unrealized gain on interest rate swaps, net (Note 6) 962 6,088 3,019 21,469

Change in unrealized gain (loss) on marketable securities 127 ( 358 ) 322 ( 767 )

Total other comprehensive income 1,089 5,730 3,341 20,702

Change in unrealized gain (loss) on interest rate swaps, net (Note 6) 12,129 ( 3,988 )

Change in unrealized gain on marketable securities 97 257

Total other comprehensive income (loss) 12,226 ( 3,731 )

Comprehensive income $ 101,131 $ 108,515

12 unchanged sentences

Equity based compensation expense — — 4,518 — — 4,518

Other comprehensive income — — — 10,952 — 10,952

Issuance of common stock 2,278 23 43,825 — — 43,848

Repurchases of common shares in conjunction with equity award plans — — ( 10,458 ) — — ( 10,458 )

Net income — — — — 79,506 79,506

Ending balance, March 31, 2022 299,488 2,995 3,269,719 ( 1,722 ) ( 497,334 ) 2,773,658

Common stock dividends ($ 0.240 per common share)

— — — — ( 72,534 ) ( 72,534 )

Equity based compensation expense — — 6,500 — — 6,500

Other comprehensive income — — — 4,020 — 4,020

Issuance of common stock 181 2 3,558 — — 3,560

Repurchases of common shares in conjunction with equity award plans — — ( 2 ) — — ( 2 )

Net income — — — — 87,791 87,791

Ending balance, June 30, 2022 299,669 2,997 3,279,775 2,298 ( 482,077 ) 2,802,993

Common stock dividends ($ 0.240 per common share)

— — — — ( 72,555 ) ( 72,555 )

Equity based compensation expense — — 6,580 — — 6,580

Other comprehensive income — — — 5,730 — 5,730

Issuance of common stock 244 2 5,690 — — 5,692

Net income — — — — 79,741 79,741

Ending balance, September 30, 2022 299,913 $ 2,999 $ 3,292,045 $ 8,028 $ ( 474,891 ) $ 2,828,181

Beginning balance, January 1, 2023 299,916 $ 2,999 $ 3,299,496 $ 8,851 $ ( 446,336 ) $ 2,865,010

Common stock dividends ($ 0.260 per common share)

— — — — ( 79,298 ) ( 79,298 )

Equity based compensation expense — — 4,518 — — 4,518

Other comprehensive loss — — — ( 3,731 ) — ( 3,731 )

3 unchanged sentences

Ending balance, March 31, 2023 300,548 $ 3,005 $ 3,292,779 $ 5,120 $ ( 413,388 ) $ 2,887,516

Common stock dividends ($ 0.260 per common share)

— — — — ( 78,755 ) ( 78,755 )

Equity based compensation expense — — 5,019 — — 5,019

Other comprehensive income — — — 5,983 — 5,983

Issuance of common stock 45 1 — — — 1

Net income — — — — 56,408 56,408

Ending balance, June 30, 2023 300,593 3,006 3,297,798 11,103 ( 435,735 ) 2,876,172

Beginning balance, January 1, 2024 300,596 $ 3,006 $ 3,310,590 $ ( 2,700 ) $ ( 460,595 ) $ 2,850,301

Common stock dividends ($ 0.2725 per common share)

5 unchanged sentences

Net income — — — — 88,905 88,905

Ending balance, September 30, 2023 300,596 $ 3,006 $ 3,303,935 $ 12,192 $ ( 450,753 ) $ 2,868,380

Ending balance, March 31, 2024 301,299 $ 3,013 $ 3,301,402 $ 9,526 $ ( 454,967 ) $ 2,858,974

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3 unchanged sentences

(Unaudited, in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Operating activities:

9 unchanged sentences

Equity based compensation 3,359 4,191

(Gain) loss on extinguishment of debt, net ( 4,356 ) 221

Changes in operating assets and liabilities:

6 unchanged sentences

Improvements to and investments in real estate assets ( 76,861 ) ( 72,376 )

Acquisitions of real estate assets ( 1,914 ) ( 409,688 )

Proceeds from sales of real estate assets 67,237 119,659

1 unchanged sentence

Proceeds from sale of marketable securities 4,811 7,364

Net cash used in investing activities ( 93,022 ) ( 474,479 )

Net cash provided by (used in) investing activities ( 9,179 ) 48,485

Financing activities:

1 unchanged sentence

Proceeds from borrowings under unsecured revolving credit facility 80,000 117,000

Proceeds from unsecured term loans 200,000 —

Repayment of borrowings under unsecured notes ( 194,254 ) ( 250,000 )

Proceeds from unsecured notes 399,264 —

Deferred financing and debt extinguishment costs ( 3,766 ) ( 60 )

Proceeds from issuances of common shares — 53,100

Distributions to common stockholders ( 83,866 ) ( 80,080 )

Repurchases of common shares in conjunction with equity award plans ( 12,962 ) ( 11,229 )

Net cash used in financing activities ( 363,066 ) ( 233,172 )

Net cash provided by (used in) financing activities 280,170 ( 169,369 )

Net change in cash, cash equivalents and restricted cash 399,507 14,170

12 unchanged sentences

(Unaudited, in thousands, except unit information)

September 30,

2024 December 31,

9 unchanged sentences

Deferred charges and prepaid expenses, net 165,625 164,061

Real estate assets held for sale 10,013 10,439

Other assets 56,045 54,155

8 unchanged sentences

2,848,853 2,852,980

Accumulated other comprehensive income 12,192 8,851

Accumulated other comprehensive income (loss) 9,526 ( 2,700 )

Total capital 2,858,379 2,850,280

4 unchanged sentences

(Unaudited, in thousands, except per share data)

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

Three Months Ended March 31,

Rental income $ 319,489 $ 311,130

12 unchanged sentences

Gain on sale of real estate assets 15,142 48,468

Gain (loss) on extinguishment of debt, net 6 — 4,356 ( 221 )

Other ( 593 ) ( 405 )

11 unchanged sentences

(Unaudited, in thousands)

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

Three Months Ended March 31,

Net income $ 88,905 $ 112,246

Other comprehensive income (loss)

Change in unrealized gain on interest rate swaps, net (Note 6) 962 6,088 3,019 21,469

Change in unrealized gain (loss) on marketable securities 127 ( 358 ) 322 ( 767 )

Total other comprehensive income 1,089 5,730 3,341 20,702

Change in unrealized gain (loss) on interest rate swaps, net (Note 6) 12,129 ( 3,988 )

Change in unrealized gain on marketable securities 97 257

Total other comprehensive income (loss) 12,226 ( 3,731 )

Comprehensive income $ 101,131 $ 108,515

9 unchanged sentences

Equity based compensation expense 4,518 — 4,518

Other comprehensive income — 10,953 10,953

Issuance of OP Units 43,848 — 43,848

Repurchases of OP Units in conjunction with equity award plans ( 10,458 ) — ( 10,458 )

Net income 79,506 — 79,506

Ending balance, March 31, 2022 2,768,852 ( 1,722 ) 2,767,130

Distributions to partners ( 66,195 ) — ( 66,195 )

Equity based compensation expense 6,500 — 6,500

Other comprehensive income — 4,020 4,020

Issuance of OP Units 3,560 — 3,560

Repurchases of OP Units in conjunction with equity award plans ( 2 ) — ( 2 )

Net income 87,791 — 87,791

Ending balance, June 30, 2022 2,800,506 2,298 2,802,804

Distributions to partners ( 73,295 ) — ( 73,295 )

Equity based compensation expense 6,580 — 6,580

Other comprehensive income — 5,730 5,730

Issuance of OP Units 5,692 — 5,692

Net income 79,741 — 79,741

Ending balance, September 30, 2022 $ 2,819,224 $ 8,028 $ 2,827,252

Beginning balance, January 1, 2023 $ 2,855,232 $ 8,851 $ 2,864,083

Distributions to partners ( 78,397 ) — ( 78,397 )

Equity based compensation expense 4,518 — 4,518

Other comprehensive loss — ( 3,731 ) ( 3,731 )

2 unchanged sentences

Ending balance, March 31, 2023 $ 2,882,370 $ 5,120 $ 2,887,490

Distributions to partners ( 78,754 ) — ( 78,754 )

Equity based compensation expense 5,019 — 5,019

Other comprehensive income — 5,983 5,983

Issuance of OP Units 1 — 1

Net income 56,408 — 56,408

Ending balance, June 30, 2023 2,865,044 11,103 2,876,147

Beginning balance, January 1, 2024 $ 2,852,980 $ ( 2,700 ) $ 2,850,280

Distributions to partners ( 83,851 ) — ( 83,851 )

3 unchanged sentences

Net income 88,905 — 88,905

Ending balance, September 30, 2023 $ 2,856,165 $ 12,192 $ 2,868,357

Ending balance, March 31, 2024 $ 2,848,853 $ 9,526 $ 2,858,379

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2 unchanged sentences

(Unaudited, in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Operating activities:

9 unchanged sentences

Equity based compensation 3,359 4,191

(Gain) loss on extinguishment of debt, net ( 4,356 ) 221

Changes in operating assets and liabilities:

6 unchanged sentences

Improvements to and investments in real estate assets ( 76,861 ) ( 72,376 )

Acquisitions of real estate assets ( 1,914 ) ( 409,688 )

Proceeds from sales of real estate assets 67,237 119,659

1 unchanged sentence

Proceeds from sale of marketable securities 4,811 7,364

Net cash used in investing activities ( 93,022 ) ( 474,479 )

Net cash provided by (used in) investing activities ( 9,179 ) 48,485

Financing activities:

1 unchanged sentence

Proceeds from borrowings under unsecured revolving credit facility 80,000 117,000

Proceeds from unsecured term loans 200,000 —

Repayment of borrowings under unsecured notes ( 194,254 ) ( 250,000 )

Proceeds from unsecured notes 399,264 —

Deferred financing and debt extinguishment costs ( 3,766 ) ( 60 )

Proceeds from issuances of OP Units — 53,100

Partner distributions and repurchases of OP Units ( 97,423 ) ( 90,382 )

Net cash used in financing activities ( 362,139 ) ( 218,943 )

Net cash provided by (used in) financing activities 279,575 ( 168,442 )

Net change in cash, cash equivalents and restricted cash 398,912 15,097

21 unchanged sentences

The Parent Company, the Operating Partnership, and their consolidated subsidiaries (collectively, the "Company" or "Brixmor") owns and operates one of the largest publicly-traded open-air retail portfolios by gross leasable area ("GLA") in the United States ("U.S."), comprised primarily of community and neighborhood shopping centers.

As of September 30, 2023, the Company’s portfolio was comprised of 364 shopping centers (the “Portfolio”) totaling approximately 65 million square feet of GLA.

As of March 31, 2024, the Company’s portfolio was comprised of 359 shopping centers (the "Portfolio") totaling approximately 64 million square feet of GLA.

The Company’s high-quality national Portfolio is primarily located within established trade areas in the top 50 Core-Based Statistical Areas in the U.S., and its shopping centers are primarily anchored by non-discretionary and value-oriented retailers, as well as consumer-oriented service providers.

29 unchanged sentences

Income taxes related to the Parent Company’s TRSs do not materially impact the unaudited Condensed Consolidated Financial Statements of the Company.

The Company has considered the tax positions taken for the open tax years and has concluded that no provision for income taxes related to uncertain tax positions is required in the Company’s unaudited Condensed Consolidated Financial Statements as of September 30, 2023 and December 31, 2022.

Open tax years generally range from 2020 through 2023 but may vary by jurisdiction and issue.

3 unchanged sentences

Acquisition of Real Estate

During the nine months ended September 30, 2023, the Company acquired the following asset:

Description (1)

Location Month Acquired GLA Aggregate Purchase Price (2)

Land at Aurora Plaza (3)

Aurora, CO Apr-23 N/A $ 1,914

(1) No debt was assumed related to the listed acquisition.

(2) Aggregate purchase price includes $ 0.1 million of transaction costs.

(3) The Company terminated a ground lease and acquired the associated land parcel.

During the nine months ended September 30, 2022, the Company acquired the following assets, in separate transactions:

Description (1)

Location Month Acquired GLA Aggregate Purchase Price (2)

Brea Gateway Brea, CA Jan-22 181,819 $ 83,991

Land at Cobblestone Village St.

Augustine, FL Jan-22 N/A 1,661

Arboretum Village Dallas, TX Jan-22 95,354 46,330

Ravinia Plaza Orland Park, IL Feb-22 101,800 26,160

Elmhurst Crossing Elmhurst, IL Apr-22 347,503 75,096

North Riverside Plaza Berwyn, IL Apr-22 383,884 60,114

West U Marketplace Houston, TX Apr-22 60,136 33,741

Waterford Commons - Ruby Tuesday Waterford, CT May-22 6,781 1,574

Lake Pointe Village Sugarland, TX Jun-22 162,263 80,971

Adjustments related to previously acquired assets Various Various N/A 50

1,339,540 409,688

(1) No debt was assumed related to any of the listed acquisitions.

(2) Aggregate purchase price includes $ 2.0 million of transaction costs, offset by $ 2.9 million of closing credits.

The aggregate purchase price of the assets acquired during the nine months ended September 30, 2023 and 2022, respectively, has been allocated as follows:

Nine Months Ended September 30,

Assets 2023 2022

Land $ 1,914 $ 84,361

Buildings — 294,241

Building and tenant improvements — 33,352

Above-market leases (1)

In-place leases (2)

Total assets acquired $ 1,914 $ 442,262

Below-market leases (3)

Other liabilities — 1,826

Total liabilities — 32,574

Net assets acquired $ 1,914 $ 409,688

(1) The weighted average amortization period at the time of acquisition for above-market leases related to assets acquired during the nine months ended September 30, 2022 was 6.5 years.

(2) The weighted average amortization period at the time of acquisition for in-place leases related to assets acquired during the nine months ended September 30, 2022 was 12.1 years.

(3) The weighted average amortization period at the time of acquisition for below-market leases related to assets acquired during the nine months ended September 30, 2022 was 20.1 years.

During the three months ended March 31, 2024 and 2023, the Company did not acquire any assets.

Dispositions and Assets Held for Sale

During the three months ended September 30, 2023, the Company disposed of one shopping center and one partial shopping center for aggregate net proceeds of $ 16.6 million, resulting in aggregate gain of $ 6.8 million.

In addition, during the three months ended September 30, 2023, the Company resolved contingencies related to previously disposed assets, resulting in a loss of $ 0.1 million.

During the nine months ended September 30, 2023, the Company disposed of nine shopping centers and eight partial shopping centers for aggregate net proceeds of $ 161.9 million, resulting in aggregate gain of $ 58.9 million and aggregate impairment of $ 6.1 million.

In addition, during the nine months ended September 30, 2023, the Company disposed of a non-operating asset and resolved contingencies related to a previously disposed asset for aggregate net proceeds of $ 0.3 million, resulting in net gain of $ 0.1 million.

During the three months ended September 30, 2022, the Company disposed of one shopping center and three partial shopping centers for aggregate net proceeds of $ 28.2 million, resulting in aggregate gain of $ 13.5 million.

In addition, during the three months ended September 30, 2022, the Company had land at one shopping center seized through eminent domain for aggregate net proceeds of $ 2.8 million, resulting in aggregate gain of $ 2.3 million.

During the nine months ended September 30, 2022, the Company disposed of 11 shopping centers and seven partial shopping centers for aggregate net proceeds of $ 168.2 million, resulting in aggregate gain of $ 58.2 million and aggregate impairment of $ 4.6 million.

In addition, during the nine months ended September 30, 2022, the Company resolved contingencies related to previously disposed assets and had land at one shopping center seized through eminent domain for aggregate net proceeds of $ 2.8 million, resulting in net gain of $ 2.4 million.

As of September 30, 2023, the Company had one property held for sale.

As of December 31, 2022, the Company had one property and two partial properties held for sale.

There were no liabilities associated with the properties classified as held for sale.

The following table presents the assets associated with the properties classified as held for sale:

Assets September 30, 2023 December 31, 2022

Land $ 1,818 $ 1,988

Buildings and improvements 13,155 13,864

Accumulated depreciation and amortization ( 5,285 ) ( 5,625 )

Real estate, net 9,688 10,227

Other assets 325 212

Assets associated with real estate assets held for sale $ 10,013 $ 10,439

There were no discontinued operations for the three and nine months ended September 30, 2023 and 2022 as none of the dispositions represented a strategic shift in the Company’s business that would qualify as discontinued operations.

During the three months ended March 31, 2024, the Company disposed of three shopping centers for aggregate net proceeds of $ 67.2 million, resulting in aggregate gain of $ 15.0 million.

In addition, during the three months ended March 31, 2024, the Company resolved contingencies related to previously disposed assets for aggregate net proceeds of $ 0.1 million, resulting in aggregate gain of $ 0.1 million.

During the three months ended March 31, 2023, the Company disposed of six shopping centers and two partial shopping centers for aggregate net proceeds of $ 119.7 million, resulting in aggregate gain of $ 48.5 million.

As of March 31, 2024 and December 31, 2023, the Company had no properties held for sale.

There were no discontinued operations for the three months ended March 31, 2024 and 2023 as none of the dispositions represented a strategic shift in the Company’s business that would qualify as discontinued operations.

The Company’s components of Real estate, net consisted of the following:

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

Land $ 1,779,318 $ 1,794,011

7 unchanged sentences

Total $ 7,736,573 $ 7,796,907

(1) As of September 30, 2023 and December 31, 2022, Lease intangibles consisted of $ 463.0 million and $ 492.0 million, respectively, of in-place leases and $ 48.9 million and $ 50.7 million, respectively, of above-market leases.

(1) As of March 31, 2024 and December 31, 2023, Lease intangibles consisted of $ 453.0 million and $ 456.8 million, respectively, of in-place leases and $ 47.1 million and $ 48.2 million, respectively, of above-market leases.

These intangible assets are amortized over the term of each related lease.

(2) As of September 30, 2023 and December 31, 2022, Accumulated depreciation and amortization included $ 448.5 million and $ 465.2 million, respectively, of accumulated amortization related to Lease intangibles.

In addition, as of September 30, 2023 and December 31, 2022, the Company had intangible liabilities relating to below-market leases of $ 334.0 million and $ 349.7 million, respectively, and accumulated accretion of $ 247.7 million and $ 252.9 million, respectively.

(2) As of March 31, 2024 and December 31, 2023, Accumulated depreciation and amortization included $ 444.2 million and $ 445.5 million, respectively, of accumulated amortization related to Lease intangibles.

In addition, as of March 31, 2024 and December 31, 2023, the Company had intangible liabilities relating to below-market leases of $ 328.3 million and $ 329.8 million, respectively, and accumulated accretion of $ 248.4 million and $ 247.2 million, respectively.

These intangible liabilities are included in Accounts payable, accrued expenses and other liabilities on the Company’s unaudited Condensed Consolidated Balance Sheets.

Below-market lease accretion income, net of above-market lease amortization for the three months ended September 30, 2023 and 2022 was $ 3.3 million and $ 3.3 million, respectively.

Below-market lease accretion income, net of above-market lease amortization for the nine months ended September 30, 2023 and 2022 was $ 9.4 million and $ 9.2 million, respectively.

Below-market lease accretion income, net of above-market lease amortization for the three months ended March 31, 2024 and 2023 was $ 2.4 million and $ 3.4 million, respectively.

These amounts are included in Rental income on the Company’s unaudited Condensed Consolidated Statements of Operations.

Amortization expense associated with in-place lease value for the three months ended September 30, 2023 and 2022 was $ 4.5 million and $ 5.1 million, respectively.

Amortization expense associated with in-place lease value for the nine months ended September 30, 2023 and 2022 was $ 12.9 million and $ 14.0 million, respectively.

Amortization expense associated with in-place lease value for the three months ended March 31, 2024 and 2023 was $ 3.3 million and $ 4.5 million, respectively.

These amounts are included in Depreciation and amortization on the Company’s unaudited Condensed Consolidated Statements of Operations.

2 unchanged sentences

In-place lease amortization expense

2023 (remaining three months) $ ( 2,445 ) $ 3,449

2024 (remaining nine months) $ ( 6,817 ) $ 8,416

2025 ( 7,969 ) 8,555

4 unchanged sentences

If management determines that the carrying value of a real estate asset is impaired, an impairment charge is recognized to reflect the estimated fair value.

The Company did not recognize any impairments during the three months ended September 30, 2023.

The Company recognized the following impairments during the nine months ended September 30, 2023:

Nine Months Ended September 30, 2023

Property Name (1)

Location GLA Impairment Charge

The Quentin Collection Kildeer, IL 171,530 $ 11,705

Broadway Faire - Theater Box (2)

Fresno, CA 39,983 2,102

Elk Grove Town Center (2)

Elk Grove Village, IL 61,609 1,796

The Manchester Collection - Crossroads (2)

Manchester, CT 14,867 1,155

Spring Mall (2)

Greenfield, WI 45,920 1,078

333,909 $ 17,836

(1) The Company recognized impairment charges based upon changes in the anticipated hold periods of these properties and/or offers from third party buyers in connection with the Company’s capital recycling program.

(2) The Company disposed of this property during the nine months ended September 30, 2023

The Company did not recognize any impairments during the three months ended September 30, 2022.

The Company recognized the following impairments during the nine months ended September 30, 2022:

Nine Months Ended September 30, 2022

The Company did not recognize any impairments during the three months ended March 31, 2024.

The Company recognized the following impairments during the three months ended March 31, 2023:

Three Months Ended March 31, 2023

Property Name (1)

Location GLA Impairment Charge

Torrington Plaza (2)

Torrington, CT 125,496 $ 3,509

New Garden Center (2)

Kennett Square, PA 147,370 1,088

The Manchester Collection - Crossroads Manchester, CT 172,474 $ 1,100

172,474 $ 1,100

(2) The Company disposed of this property during the year ended December 31, 2022.

(1) The Company recognized an impairment charge based upon offers from third-party buyers in connection with the Company’s capital recycling program.

The Company can provide no assurance that material impairment charges with respect to its Portfolio will not occur in future periods.

6 unchanged sentences

Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchanging the underlying notional amount.

The Company utilizes interest rate swaps to partially hedge the cash flows associated with variable-rate debt.

During the nine months ended September 30, 2023, the Company entered into three interest rate swap agreements with an effective date of May 1, 2023, an aggregate notional amount of $ 200.0 million, a weighted average fixed rate of 3.59 %, and an expiration date of July 26, 2027.

During the year ended December 31, 2022, the Company did not enter into any new interest rate swap agreements.

Detail on the Company’s interest rate derivatives designated as cash flow hedges outstanding as of September 30, 2023 and December 31, 2022 is as follows:

Number of Instruments Notional Amount

September 30, 2023 December 31, 2022 September 30, 2023 December 31, 2022

Interest Rate Swaps 7 4 $ 500,000 $ 300,000

The Company has elected to present its interest rate derivatives on its unaudited Condensed Consolidated Balance Sheets on a gross basis as interest rate swap assets and interest rate swap liabilities.

Detail on the fair value of the Company’s interest rate derivatives on a gross and net basis as of September 30, 2023 and December 31, 2022 is as follows:

Fair Value of Derivative Instruments

Interest rate swaps classified as:

September 30, 2023 December 31, 2022

Gross derivative assets $ 12,659 $ 9,640

Gross derivative liabilities — —

Net derivative assets $ 12,659 $ 9,640

The gross derivative assets are included in Other assets on the Company’s unaudited Condensed Consolidated Balance Sheets.

The Company utilizes interest rate swaps to partially hedge the cash flows associated with variable-rate debt or future cash flows associated with forecasted fixed-rate debt issuances.

During the three months ended March 31, 2024, the Company did not enter into any new interest rate swap agreements.

The Company has elected to present its interest rate derivatives on its unaudited Consolidated Balance Sheets on a gross basis as interest rate swap assets and interest rate swap liabilities.

The gross derivative assets are included in Other assets and the gross derivative liabilities are included in Accounts payable, accrued expenses and other liabilities on the Company’s unaudited Condensed Consolidated Balance Sheets.

Detail on the terms and fair value of the Company’s interest rate derivatives designated as cash flow hedges outstanding as of March 31, 2024 is as follows:

Effective Date Maturity Date Swapped Variable Rate Fixed Rate Notional Amount Assets Liabilities

6/1/2022 7/26/2024 1 Month SOFR (1)

2.5875 % $ 50,000 $ 441 $ —

6/1/2022 7/26/2024 1 Month SOFR (1)

2.5960 % 50,000 440 —

6/1/2022 7/26/2024 1 Month SOFR (1)

2.5860 % 100,000 883 —

6/1/2022 7/26/2024 1 Month SOFR (1)

2.5850 % 100,000 883 —

5/1/2023 7/26/2027 1 Month SOFR 3.5890 % 100,000 1,650 —

5/1/2023 7/26/2027 1 Month SOFR 3.5950 % 75,000 1,228 —

5/1/2023 7/26/2027 1 Month SOFR 3.5930 % 25,000 409 —

7/26/2024 7/26/2027 1 Month SOFR 4.0767 % 100,000 — ( 226 )

7/26/2024 7/26/2027 1 Month SOFR 4.0770 % 100,000 — ( 227 )

7/26/2024 7/26/2027 1 Month SOFR 4.0767 % 50,000 — ( 116 )

7/26/2024 7/26/2027 1 Month SOFR 4.0770 % 50,000 — ( 116 )

6/14/2024 6/14/2034 Compound SOFR 3.4400 % 100,000 2,929 —

6/14/2024 6/14/2034 Compound SOFR 3.4370 % 25,000 739 —

6/14/2024 6/14/2034 Compound SOFR 3.4400 % 25,000 733 —

$ 950,000 $ 10,335 $ ( 685 )

(1) Swapped variable rate includes a secured overnight financing rate ("SOFR") adjustment of 10 basis points.

Detail on the terms and fair value of the Company’s interest rate derivatives designated as cash flow hedges outstanding as of December 31, 2023 is as follows:

Effective Date Maturity Date Swapped Variable Rate Fixed Rate Notional Amount Assets Liabilities

6/1/2022 7/26/2024 1 Month SOFR (1)

2.5875 % $ 50,000 $ 710 $ —

6/1/2022 7/26/2024 1 Month SOFR (1)

2.5960 % 50,000 707 —

6/1/2022 7/26/2024 1 Month SOFR (1)

2.5860 % 100,000 1,421 —

6/1/2022 7/26/2024 1 Month SOFR (1)

2.5850 % 100,000 1,421 —

5/1/2023 7/26/2027 1 Month SOFR (2)

3.5890 % 100,000 59 —

5/1/2023 7/26/2027 1 Month SOFR (2)

3.5950 % 75,000 34 —

5/1/2023 7/26/2027 1 Month SOFR (2)

3.5930 % 25,000 12 —

7/26/2024 7/26/2027 1 Month SOFR (3)

4.0767 % 100,000 — ( 2,073 )

7/26/2024 7/26/2027 1 Month SOFR (3)

4.0770 % 100,000 — ( 2,077 )

7/26/2024 7/26/2027 1 Month SOFR (3)

4.0767 % 50,000 — ( 1,038 )

7/26/2024 7/26/2027 1 Month SOFR (3)

4.0770 % 50,000 — ( 1,039 )

6/14/2024 6/14/2034 Compound SOFR (4)

3.4400 % 100,000 — ( 437 )

6/14/2024 6/14/2034 Compound SOFR (4)

3.4370 % 25,000 — ( 104 )

6/14/2024 6/14/2034 Compound SOFR (4)

3.4400 % 25,000 — ( 109 )

$ 950,000 $ 4,364 $ ( 6,877 )

(1) Swapped variable rate includes a SOFR adjustment of 10 basis points.

(2) In April 2023, the Company entered into three interest rate swap agreements with an aggregate notional amount of $ 200.0 million.

The interest rate swap agreements were designated as cash flow hedges that effectively fix the SOFR component of the interest rate on a portion of the outstanding debt under the Term Loan Facility (defined hereafter) at 3.59 %.

(3) In November 2023, the Company entered into four forward-starting interest rate swap agreements with an aggregate notional amount of $ 300.0 million.

The forward-starting interest rate swap agreements were designated as cash flow hedges that effectively fix the SOFR component of the interest rate on a portion of the outstanding debt under the Term Loan Facility (defined hereafter) at 4.08 % beginning on the effective date.

(4) In December 2023, the Company entered into three forward-starting interest rate swap agreements with an aggregate notional amount of $ 150.0 million to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of $ 150.0 million of long-term debt.

The Company hedged its exposure to the variability in future cash flows for a forecasted issuance of long-term debt over a maximum period ending June 2026.

The forward-starting interest rate swaps were designated as cash flow hedges.

All of the Company's outstanding interest rate swap agreements for the periods presented were designated as cash flow hedges of interest rate risk.

The fair value of the Company’s interest rate derivatives is determined using market standard valuation techniques, including discounted cash flow analyses, on the expected

cash flows of each derivative.

The fair value of the Company’s interest rate derivatives is determined using

market standard valuation techniques, including discounted cash flow analyses, on the expected cash flows of each derivative.

These analyses reflect the contractual terms of the derivative, including the period to maturity, and use observable market-based inputs, including interest rate curves and implied volatility.

1 unchanged sentence

The effective portion of changes in the fair value of derivatives designated as cash flow hedges is recognized in other comprehensive income (loss) and is reclassified into earnings as interest expense in the period that the hedged transaction affects earnings.

The effective portion of the Company’s interest rate swaps that was recognized on the Company’s unaudited Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2023 and 2022 is as follows:

The effective portion of the Company’s interest rate swaps that was recognized on the Company’s unaudited Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2024 and 2023 is as follows:

Derivatives in Cash Flow Hedging Relationships

(Interest Rate Swaps) Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

Change in unrealized gain on interest rate swaps $ 3,932 $ 5,818 $ 9,906 $ 17,979

(Interest Rate Swaps) Three Months Ended March 31,

Change in unrealized gain (loss) on interest rate swaps $ 15,204 $ ( 2,467 )

Amortization (accretion) of interest rate swaps to interest expense ( 3,075 ) ( 1,521 )

Change in unrealized gain on interest rate swaps, net $ 962 $ 6,088 $ 3,019 $ 21,469

Change in unrealized gain (loss) on interest rate swaps, net $ 12,129 $ ( 3,988 )

The Company estimates that $ 8.3 million will be reclassified from accumulated other comprehensive income (loss) as a decrease to interest expense over the next twelve months.

No gain or loss was recognized related to hedge ineffectiveness or to amounts excluded from effectiveness testing on the Company’s cash flow hedges during the three and nine months ended September 30, 2023 and 2022.

No gain or loss was recognized related to hedge ineffectiveness or to amounts excluded from effectiveness testing on the Company’s cash flow hedges during the three months ended March 31, 2024 and 2023.

Non-Designated (Mark-to-Market) Hedges of Interest Rate Risk

The Company does not use derivatives for trading or speculative purposes.

As of September 30, 2023 and December 31, 2022, the Company did not have any non-designated hedges.

As of March 31, 2024 and December 31, 2023, the Company did not have any non-designated hedges.

Credit-risk-related Contingent Features

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Debt Obligations

As of September 30, 2023 and December 31, 2022, the Company had the following indebtedness outstanding:

As of March 31, 2024 and December 31, 2023, the Company had the following indebtedness outstanding:

Carrying Value as of

September 30,

2024 December 31,

17 unchanged sentences

$ 5,311,444 $ 4,933,525

(1) Stated interest rates as of September 30, 2023 do not include the impact of the Company’s interest rate swap agreements (described below).

(2) The weighted average stated interest rate on the Company’s unsecured notes was 3.70 % as of September 30, 2023.

(1) Stated interest rates as of March 31, 2024 do not include the impact of the Company’s interest rate swap agreements (described below).

(2) The weighted average stated interest rate on the Company’s unsecured notes was 3.85 % as of March 31, 2024.

(3) The Company's Revolving Facility (defined hereafter) and Term Loan Facility (defined hereafter) include a sustainability metric incentive, which can reduce the applicable credit spread by up to two basis points.

During the nine months ended September 30, 2023, the Company concluded that it did not qualify for a reduction to the applicable credit spread during the nine months ended September 30, 2023 and year ended December 31, 2022 resulting in a less than $ 0.1 million increase to interest expense.

During the year ended December 31, 2023, the Company concluded that it did not qualify for a reduction to the applicable credit spread during the year ended December 31, 2023 resulting in a less than $ 0.1 million increase to interest expense.

(4) Effective June 1, 2022, the Company has in place four interest rate swap agreements that convert the variable interest rate on $ 300.0 million outstanding under the Term Loan Facility (defined hereafter) to a fixed, combined interest rate of 2.59 % (plus a spread of 120 basis points) through July 26, 2024.

(5) Effective May 1, 2023, the Company has in place three interest rate swap agreements that convert the variable interest rate on $ 200.0 million outstanding under the Term Loan Facility (defined hereafter) to a fixed, combined interest rate of 3.59 % (plus a spread of 120 basis points and a Secured Overnight Financing Rate ("SOFR") adjustment of 10 basis points) through the maturity of the Term Loan Facility (defined hereafter) on July 26, 2027.

(5) Effective May 1, 2023, the Company has in place three interest rate swap agreements that convert the variable interest rate on $ 200.0 million outstanding under the Term Loan Facility (defined hereafter) to a fixed, combined interest rate of 3.59 % (plus a spread of 120 basis points and a SOFR adjustment of 10 basis points) through the maturity of the Term Loan Facility (defined hereafter) on July 26, 2027.

2024 Debt Transactions

The Operating Partnership has an unsecured credit facility as amended and restated on April 28, 2022 (the "Unsecured Credit Facility"), which is comprised of a $ 1.25 billion revolving loan facility (the "Revolving Facility") and a $ 300.0 million term loan, in addition to a $ 200.0 million delayed draw term loan, which was drawn on April 24, 2023 (together the "Term Loan Facility").

During the nine months ended September 30, 2023, the Operating Partnership repaid $ 120.0 million, net of borrowings, under its Revolving Facility, with proceeds from dispositions.

In April 2023, the Operating Partnership commenced a cash tender offer (the "Tender Offer") for up to $ 199.6 million of its outstanding 3.65 % Senior Notes due 2024 (the "2024 Notes"), which expired on April 24, 2023.

Pursuant to the Tender Offer, the Operating Partnership repurchased $ 199.6 million of its 2024 Notes on April 25, 2023.

Following the Tender Offer, $ 300.4 million aggregate principal amount of the 2024 Notes remain outstanding.

The Operating Partnership funded the Tender Offer with proceeds from its $ 200.0 million delayed draw term loan, which was drawn on April 24, 2023.

In connection with the Tender Offer, the Company recognized a $ 4.4 million gain on extinguishment of debt during the nine months ended September 30, 2023.

The Operating Partnership has an unsecured credit facility as amended and restated on April 28, 2022 (the "Unsecured Credit Facility"), which is comprised of a $ 1.25 billion revolving loan facility (the "Revolving Facility") and a $ 500.0 million term loan (the "Term Loan Facility").

During the three months ended March 31, 2024, the Operating Partnership repaid $ 18.5 million, net of borrowings, under its Revolving Facility, with proceeds from dispositions and the issuance of its 2034 Notes (defined hereafter).

On January 12, 2024, the Operating Partnership issued $ 400.0 million aggregate principal amount of 5.500 % Senior Notes due 2034 (the "2034 Notes") at 99.816 % of par.

The Operating Partnership intends to use the net proceeds for general corporate purposes, including the repayment of indebtedness.

The 2034 Notes bear interest at a rate of 5.500 % per annum, payable semi-annually on February 15 and August 15 of each year, commencing August 15, 2024.

The 2034 Notes will mature on February 15, 2034.

Pursuant to the terms of the Company’s unsecured debt agreements, the Company, among other things, is subject to the maintenance of various financial covenants.

The Company was in compliance with these covenants as of September 30, 2023.

The Company was in compliance with these covenants as of March 31, 2024.

Debt Maturities

As of September 30, 2023 and December 31, 2022, the Company had accrued interest of $ 43.6 million and $ 47.3 million outstanding, respectively.

As of September 30, 2023, scheduled maturities of the Company’s outstanding debt obligations were as follows:

As of March 31, 2024 and December 31, 2023, the Company had accrued interest of $ 48.2 million and $ 47.1 million outstanding, respectively.

As of March 31, 2024, scheduled maturities of the Company’s outstanding debt obligations were as follows:

Year ending December 31,

2023 (remaining three months) $ —

2024 (remaining nine months) $ 300,352

Thereafter 2,453,203

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Total debt obligations, net $ 5,311,444

As of the date the financial statements were issued, the Company's scheduled debt maturities for the next 12 months were comprised of the $ 300.4 million outstanding principal balance on its 3.650 % Senior Notes due 2024 and the $ 700.0 million outstanding principal balance on its 3.850 % Senior Notes due 2025.

The Company has sufficient cash and cash equivalents and liquidity to satisfy these scheduled debt maturities.

Fair Value Disclosures

All financial instruments of the Company are reflected in the accompanying unaudited Condensed Consolidated Balance Sheets at amounts which, in management’s judgment, reasonably approximate their fair values, except those instruments listed below:

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

Value Carrying

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The following table presents the placement in the fair value hierarchy of assets that are measured and recognized at fair value on a recurring basis:

Fair Value Measurements as of September 30, 2023

Fair Value Measurements as of March 31, 2024

Balance Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs

3 unchanged sentences

Interest rate derivatives $ 10,335 $ — $ 10,335 $ —

Interest rate derivatives $ ( 685 ) $ — $ ( 685 ) $ —

Fair Value Measurements as of December 31, 2023

4 unchanged sentences

Interest rate derivatives $ 4,364 $ — $ 4,364 $ —

(1) As of September 30, 2023 and December 31, 2022, marketable securities included $ 0.5 million and $ 0.8 million of net unrealized losses, respectively.

As of September 30, 2023, the contractual maturities of the Company’s marketable securities were within the next five years.

Interest rate derivatives $ ( 6,877 ) $ — $ ( 6,877 ) $ —

(1) As of March 31, 2024 and December 31, 2023, marketable securities included $ 0.1 million and $ 0.2 million of net unrealized losses, respectively.

As of March 31, 2024, the contractual maturities of the Company’s marketable securities were within the next five years.

Non-Recurring Fair Value

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The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured and recognized at fair value on a non-recurring basis.

The table includes information related to properties that were remeasured to fair value as a result of impairment testing during the nine months ended September 30, 2023, excluding the properties sold prior to September 30, 2023.

During the year ended December 31, 2022, no properties were remeasured to fair value as a result of impairment testing that were not sold prior to December 31, 2022.

Fair Value Measurements as of September 30, 2023

During the three months ended March 31, 2024, no properties were remeasured to fair value as a result of impairment testing.

The table includes information related to properties that were remeasured to fair value as a result of impairment testing during the year ended December 31, 2023, excluding the properties sold prior to December 31, 2023:

Fair Value Measurements as of December 31, 2023

Balance Quoted Prices in Active Markets for Identical Assets

4 unchanged sentences

$ 14,987 $ — $ — $ 14,987 $ 11,705

(1) Excludes properties disposed of prior to September 30, 2023.

(2) The carrying value of The Quentin Collection, which was remeasured to fair value based on an income approach valuation using the direct capitalization method during the nine months ended September 30, 2023, is $ 15.0 million.

(1) Excludes properties disposed of prior to December 31, 2023.

(2) The carrying value of The Quentin Collection, which was remeasured to fair value based on an income approach valuation using the direct capitalization method during the year ended December 31, 2023, is $ 15.0 million.

The capitalization rate of 8.75 % utilized in the analysis was based upon unobservable inputs that the Company believes to be within a reasonable range of current market rates for the property.

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Halloween or Christmas-related retail);

and reciprocal easement

and reciprocal easement agreements.

The agreements range in term from less than one year to 25 or more years, with certain agreements containing renewal options.

2 unchanged sentences

Additionally, certain leases may require variable lease payments associated with percentage rents, which are calculated based on underlying tenant sales.

The Company recognized $ 1.6 million and $ 1.3 million of income based on percentage rents for the three months ended September 30, 2023 and 2022, respectively.

The Company recognized $ 7.3 million and $ 7.1 million of income based on percentage rents for the nine months ended September 30, 2023 and 2022, respectively.

The Company recognized $ 4.3 million and $ 3.8 million of income based on percentage rents for the three months ended March 31, 2024 and 2023, respectively.

These amounts are included in Rental income on the Company’s unaudited Condensed Consolidated Statements of Operations.

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Upon lease execution, the Company recognizes an operating lease right-of-use ("ROU") asset and an operating lease liability based on the present value of the minimum lease payments over the non-cancelable lease term.

As of September 30, 2023, the Company is not including any prospective renewal or termination options in its ROU assets or lease liabilities, as the exercise of such options is not reasonably certain.

As of March 31, 2024, the Company is not including any prospective renewal or termination options in its ROU assets or lease liabilities, as the exercise of such options is not reasonably certain.

Certain agreements require the Company to pay a portion of property operating expenses, such as common area expenses, utilities, insurance, and real estate taxes, and certain capital expenditures related to the maintenance of the properties.

1 unchanged sentence

The following tables present additional information pertaining to the Company’s operating leases:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

Supplemental Statements of Operations Information 2024 2023

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Total lease costs $ 398 $ 1,550

Nine Months Ended September 30,

Three Months Ended March 31,

Supplemental Statements of Cash Flows Information 2024 2023

3 unchanged sentences

Operating Lease Liabilities As of

September 30, 2023

March 31, 2024

Future minimum operating lease payments:

2023 (remaining three months) $ 1,512

2024 (remaining nine months) $ 1,680

Thereafter 29,044

1 unchanged sentence

imputed interest ( 15,966 )

lease liabilities held for sale —

Operating lease liabilities $ 28,423

Supplemental Balance Sheets Information As of

September 30, 2023 As of December 31, 2022

March 31, 2024 As of December 31, 2023

Operating lease liabilities (1)(2)

2 unchanged sentences

27,685 32,350

(1) As of September 30, 2023 and December 31, 2022, the weighted average remaining lease term was 16.1 years and 16.0 years, respectively, and the weighted average discount rate was 4.44 % and 4.43 %, respectively.

(1) As of March 31, 2024 and December 31, 2023, the weighted average remaining lease term was 19.3 years and 16.0 years, respectively, and the weighted average discount rate was 4.39 % and 4.48 %, respectively.

(2) These amounts are included in Accounts payable, accrued expenses and other liabilities on the Company’s unaudited Condensed Consolidated Balance Sheets.

(3) These amounts are included in Other assets on the Company’s unaudited Condensed Consolidated Balance Sheets.

As of September 30, 2023, there were no material leases that have been executed but not yet commenced.

During the three months ended March 31, 2024, the Company executed a lease agreement for office space which is expected to commence in the second quarter of 2024.

Total lease payments for the office space are $ 3.9 million and the lease expires in July 2027.

As of March 31, 2024 there were no other material leases that have been executed but not yet commenced.

Equity and Capital

2 unchanged sentences

The ATM Program is scheduled to expire on November 1, 2025, unless earlier terminated or extended by the Company, sales agents, forward sellers, and forward purchasers.

The ATM Program replaced the Company's prior at-the-market equity offering program (the "Prior ATM Program"), which was scheduled to expire on January 9, 2023.

During the nine months ended September 30, 2023, the Company did not issue any shares of common stock under the ATM Program.

During the nine months ended September 30, 2022, the Company issued 2.1 million shares of common stock under the Prior ATM Program at an average price per share of $ 25.40 , for total gross proceeds of $ 53.9 million, excluding commissions.

The Company incurred commissions of $ 0.7 million in conjunction with the Prior ATM Program for the nine months ended September 30, 2022.

As of September 30, 2023, $ 400.0 million of common stock remained available for issuance under the ATM Program.

During the three months ended March 31, 2024 and 2023, the Company did not issue any shares of common stock under the ATM Program.

As of March 31, 2024, $ 400.0 million of common stock remained available for issuance under the ATM Program.

Share Repurchase Program

1 unchanged sentence

The Repurchase Program is scheduled to expire on November 1, 2025, unless suspended or extended by the Company's board of directors.

The Repurchase Program replaced the Company's prior share repurchase program (the "Prior Repurchase Program"), which was scheduled to expire on January 9, 2023.

During the nine months ended September 30, 2023 and 2022, the Company did not repurchase any shares of common stock.

As of September 30, 2023, the Repurchase Program had $ 400.0 million of available repurchase capacity.

During the three months ended March 31, 2024 and 2023, the Company did not repurchase any shares of common stock.

As of March 31, 2024, the Repurchase Program had $ 400.0 million of available repurchase capacity.

In connection with the vesting of restricted stock units ("RSUs") under the Company’s equity-based compensation plan, the Company withholds shares to satisfy tax withholding obligations.

During the nine months ended September 30, 2023 and 2022, the Company withheld 0.5 million and 0.4 million shares of its common stock, respectively.

During the three months ended March 31, 2024 and 2023, the Company withheld 0.6 million and 0.5 million shares of its common stock, respectively.

Dividends and Distributions

During the three months ended September 30, 2023 and 2022, the Company's board of directors declared common stock dividends and OP Unit distributions of $ 0.26 per share/unit and $ 0.24 per share/unit, respectively.

During the nine months ended September 30, 2023 and 2022, the board of directors declared common stock dividends and OP Unit distributions of $ 0.78 per share/unit and $ 0.72 per share/unit, respectively.

As of September 30, 2023 and December 31, 2022, the Company had declared but unpaid common stock dividends and OP Unit distributions of $ 81.6 million and $ 81.6 million, respectively.

During the three months ended March 31, 2024 and 2023, the Company's board of directors declared common stock dividends and OP Unit distributions of $ 0.2725 per share/unit and $ 0.2600 per share/unit, respectively.

As of March 31, 2024 and December 31, 2023, the Company had declared but unpaid common stock dividends and OP Unit distributions of $ 85.1 million and $ 85.7 million, respectively.

These amounts are included in Accounts payable, accrued expenses and other liabilities on the Company’s unaudited Condensed Consolidated Balance Sheets.

3 unchanged sentences

Prior to the approval of the Plan, awards were issued under the 2013 Omnibus Incentive Plan that the Company's board of directors approved in 2013.

During the nine months ended September 30, 2023 and the year ended December 31, 2022, the Company granted RSUs to certain employees.

During the three months ended March 31, 2024 and the year ended December 31, 2023, the Company granted RSUs to certain employees.

The RSUs are divided into multiple tranches, which are all subject to service-based vesting conditions.

2 unchanged sentences

Tranches that only have a service-based component can only earn a target number of units.

The aggregate number of RSUs granted, assuming the achievement of target level performance, was 0.7 million and 0.7 million for the nine months ended September 30, 2023 and the year ended December 31, 2022, respectively, with vesting periods ranging from one to five years .

The aggregate number of RSUs granted, assuming the achievement of target level performance, was 0.7 million and 0.7 million for the three months ended March 31, 2024 and the year ended December 31, 2023, respectively, with vesting periods ranging from one to five years .

For the service-based and performance-based RSU's granted, fair value is based on the Company's grant date stock price or the grant date stock price adjusted for dividend or dividend equivalent rights, when applicable.

For the market-based RSUs granted, fair value is based on a Monte Carlo simulation model that assesses the probability of satisfying the market performance hurdles over the remainder of the performance period based on the Company’s historical common stock performance relative to the other companies within the FTSE Nareit Equity Shopping Centers Index as well as the following significant assumptions:

Assumption Nine Months Ended September 30, 2023 Year Ended,

Assumption Three Months Ended March 31, 2024 Year Ended,

December 31, 2023

5 unchanged sentences

4.3 % - 4.8 %

During the three months ended September 30, 2023 and 2022, the Company recognized $ 6.1 million and $ 6.6 million of equity compensation expense, respectively, of which $ 0.4 million and $ 0.5 million was capitalized, respectively.

During the nine months ended September 30, 2023 and 2022, the Company recognized $ 15.7 million and $ 17.7 million of equity compensation expense, respectively, of which $ 1.1 million and $ 1.3 million was capitalized, respectively.

During the three months ended March 31, 2024 and 2023, the Company recognized $ 3.8 million and $ 4.5 million of equity compensation expense, respectively, of which $ 0.4 million and $ 0.3 million was capitalized, respectively.

These amounts are included in General and administrative expense on the Company’s unaudited Condensed Consolidated Statements of Operations.

As of September 30, 2023, the Company had $ 22.8 million of total unrecognized compensation expense related to unvested stock compensation, which is expected to be recognized over a weighted average period of approximately 2.1 years.

As of March 31, 2024, the Company had $ 27.7 million of total unrecognized compensation expense related to unvested stock compensation, which is expected to be recognized over a weighted average period of approximately 2.4 years.

Earnings per Share

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Unvested RSUs are not allocated net losses and/or any excess of dividends declared over net income, as such amounts are allocated entirely to the Company’s common stock.

The following table provides a reconciliation of the numerator and denominator of the EPS calculations for the three and nine months ended September 30, 2023 and 2022 (dollars in thousands, except per share data):

Ended September 30, Nine Months

Ended September 30,

2023 2022 2023 2022

The following table provides a reconciliation of the numerator and denominator of the EPS calculations for the three months ended March 31, 2024 and 2023 (dollars in thousands, except per share data):

Ended March 31,

Computation of Basic Earnings Per Share:

18 unchanged sentences

Unvested RSUs are not allocated net losses and/or any excess of dividends declared over net income, as such amounts are allocated entirely to the Operating Partnership’s common units.

The following table provides a reconciliation of the numerator and denominator of the earnings per unit calculations for the three and nine months ended September 30, 2023 and 2022 (dollars in thousands, except per unit data):

Three Months Ended September 30, Nine Months

Ended September 30,

2023 2022 2023 2022

The following table provides a reconciliation of the numerator and denominator of the earnings per unit calculations for the three months ended March 31, 2024 and 2023 (dollars in thousands, except per unit data):

Three Months Ended March 31,

Computation of Basic Earnings Per Unit:

20 unchanged sentences

The Company maintains a reserve for currently known environmental matters and does not believe they will have a material impact on the Company’s financial condition, operating results, or cash flows.

During the three and nine months ended September 30, 2023 and 2022, the Company did no t incur any material governmental fines resulting from environmental matters.

During the three months ended March 31, 2024 and 2023, the Company did no t incur any material governmental fines resulting from environmental matters.

Related-Party Transactions

As of September 30, 2023 and December 31, 2022, there were no material receivables from or payables to related parties.

During the three and nine months ended September 30, 2023 and 2022, the Company did not engage in any material related-party transactions.

As of March 31, 2024 and December 31, 2023, there were no material receivables from or payables to related parties.

During the three months ended March 31, 2024 and 2023, the Company did not engage in any material related-party transactions.

Subsequent Events

In preparing the unaudited Condensed Consolidated Financial Statements, the Company has evaluated events and transactions occurring after September 30, 2023 for recognition and/or disclosure purposes.

Based on this evaluation, there were no subsequent events from September 30, 2023 through the date the financial statements were issued .

In preparing the unaudited Condensed Consolidated Financial Statements, the Company has evaluated events and transactions occurring after March 31, 2024 for recognition and/or disclosure purposes.

Based on this evaluation, there were no subsequent events from March 31, 2024 through the date the financial statements were issued .

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 1. Financial Statements