Brixmor Property Group Inc. 10-Q

Item 1. Financial Statements BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited, in thousands, except share information) March 31, 2024 December 31, 2023 Assets Real estate Land $ 1,779,318 $ 1,794,011 Buildings and improvements 9,208,904 9,201,876 10,988,222 10,995,887 Accumulated depreciation and amortization ( 3,251,649 ) ( 3,198,980 ) Real estate, net 7,736,573 7,796,907 Cash and cash equivalents 407,105 866 Restricted cash 11,306 18,038 Marketable securities 19,519 19,914 Receivables, net 248,041 278,775 Deferred charges and prepaid expenses, net 165,625 164,061 Other assets 56,045 54,155 Total assets $ 8,644,214 $ 8,332,716 Liabilities Debt obligations, net $ 5,311,444 $ 4,933,525 Accounts payable, accrued expenses and other liabilities 473,796 548,890 Total liabilities 5,785,240 5,482,415 Commitments and contingencies (Note 15) — — Equity Common stock, $ 0.01 par value; authorized 3,000,000,000 shares; 310,425,756 and 309,723,386 shares issued and 301,298,764 and 300,596,394 shares outstanding 3,013 3,006 Additional paid-in capital 3,301,402 3,310,590 Accumulated other comprehensive income (loss) 9,526 ( 2,700 ) Distributions in excess of net income ( 454,967 ) ( 460,595 ) Total equity 2,858,974 2,850,301 Total liabilities and equity $ 8,644,214 $ 8,332,716 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 1 BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited, in thousands, except per share data) Three Months Ended March 31, 2024 2023 Revenues Rental income $ 319,489 $ 311,130 Other revenues 752 314 Total revenues 320,241 311,444 Operating expenses Operating costs 37,157 35,895 Real estate taxes 41,408 44,688 Depreciation and amortization 91,218 87,741 Impairment of real estate assets — 1,100 General and administrative 28,491 29,172 Total operating expenses 198,274 198,596 Other income (expense) Dividends and interest 3,877 15 Interest expense ( 51,488 ) ( 48,680 ) Gain on sale of real estate assets 15,142 48,468 Other ( 593 ) ( 405 ) Total other expense ( 33,062 ) ( 602 ) Net income $ 88,905 $ 112,246 Net income per common share: Basic $ 0.29 $ 0.37 Diluted $ 0.29 $ 0.37 Weighted average shares: Basic 302,021 300,821 Diluted 302,712 301,833 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 2 BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited, in thousands) Three Months Ended March 31, 2024 2023 Net income $ 88,905 $ 112,246 Other comprehensive income 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 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited, in thousands, except per share data) Common Stock Number Amount Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Distributions in Excess of Net Income Total Beginning balance, January 1, 2023 299,916 $ 2,999 $ 3,299,496 $ 8,851 $ ( 446,336 ) $ 2,865,010 Common stock dividends ($ 0.2600 per common share) — — — — ( 79,298 ) ( 79,298 ) Equity based compensation expense — — 4,518 — — 4,518 Other comprehensive loss — — — ( 3,731 ) — ( 3,731 ) Issuance of common stock 632 6 ( 6 ) — — — Repurchases of common shares in conjunction with equity award plans — — ( 11,229 ) — — ( 11,229 ) Net income — — — — 112,246 112,246 Ending balance, March 31, 2023 300,548 $ 3,005 $ 3,292,779 $ 5,120 $ ( 413,388 ) $ 2,887,516 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) — — — — ( 83,277 ) ( 83,277 ) Equity based compensation expense — — 3,781 — — 3,781 Other comprehensive income — — — 12,226 — 12,226 Issuance of common stock 703 7 ( 7 ) — — — Repurchases of common shares in conjunction with equity award plans — — ( 12,962 ) — — ( 12,962 ) Net income — — — — 88,905 88,905 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. 4 BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited, in thousands) Three Months Ended March 31, 2024 2023 Operating activities: Net income $ 88,905 $ 112,246 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 91,218 87,741 Accretion of debt premium and discount, net ( 728 ) ( 716 ) Deferred financing cost amortization 1,796 1,755 Accretion of above- and below-market leases, net ( 2,408 ) ( 3,389 ) Tenant inducement amortization and other 731 804 Impairment of real estate assets — 1,100 Gain on sale of real estate assets ( 15,142 ) ( 48,468 ) Equity based compensation 3,359 4,191 Changes in operating assets and liabilities: Receivables, net 28,639 15,578 Deferred charges and prepaid expenses ( 9,020 ) ( 11,815 ) Other assets ( 1,222 ) ( 215 ) Accounts payable, accrued expenses and other liabilities ( 57,612 ) ( 23,758 ) Net cash provided by operating activities 128,516 135,054 Investing activities: Improvements to and investments in real estate assets ( 76,861 ) ( 72,376 ) Proceeds from sales of real estate assets 67,237 119,659 Purchase of marketable securities ( 4,366 ) ( 6,162 ) Proceeds from sale of marketable securities 4,811 7,364 Net cash provided by (used in) investing activities ( 9,179 ) 48,485 Financing activities: Repayment of borrowings under unsecured revolving credit facility ( 98,500 ) ( 195,000 ) Proceeds from borrowings under unsecured revolving credit facility 80,000 117,000 Proceeds from unsecured notes 399,264 — Deferred financing and debt extinguishment costs ( 3,766 ) ( 60 ) Distributions to common stockholders ( 83,866 ) ( 80,080 ) Repurchases of common shares in conjunction with equity award plans ( 12,962 ) ( 11,229 ) 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 Cash, cash equivalents and restricted cash at beginning of period 18,904 21,259 Cash, cash equivalents and restricted cash at end of period $ 418,411 $ 35,429 Reconciliation to consolidated balance sheets: Cash and cash equivalents $ 407,105 $ 3,430 Restricted cash 11,306 31,999 Cash, cash equivalents and restricted cash at end of period $ 418,411 $ 35,429 Supplemental disclosure of cash flow information: Cash paid for interest, net of amount capitalized of $ 920 and $ 949 $ 49,384 $ 50,250 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5 BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited, in thousands, except unit information) March 31, 2024 December 31, 2023 Assets Real estate Land $ 1,779,318 $ 1,794,011 Buildings and improvements 9,208,904 9,201,876 10,988,222 10,995,887 Accumulated depreciation and amortization ( 3,251,649 ) ( 3,198,980 ) Real estate, net 7,736,573 7,796,907 Cash and cash equivalents 406,510 866 Restricted cash 11,306 18,038 Marketable securities 19,519 19,914 Receivables, net 248,041 278,775 Deferred charges and prepaid expenses, net 165,625 164,061 Other assets 56,045 54,155 Total assets $ 8,643,619 $ 8,332,716 Liabilities Debt obligations, net $ 5,311,444 $ 4,933,525 Accounts payable, accrued expenses and other liabilities 473,796 548,911 Total liabilities 5,785,240 5,482,436 Commitments and contingencies (Note 15) — — Capital Partnership common units; 310,425,756 and 309,723,386 units issued and 301,298,764 and 300,596,394 units outstanding 2,848,853 2,852,980 Accumulated other comprehensive income (loss) 9,526 ( 2,700 ) Total capital 2,858,379 2,850,280 Total liabilities and capital $ 8,643,619 $ 8,332,716 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 6 BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited, in thousands, except per share data) Three Months Ended March 31, 2024 2023 Revenues Rental income $ 319,489 $ 311,130 Other revenues 752 314 Total revenues 320,241 311,444 Operating expenses Operating costs 37,157 35,895 Real estate taxes 41,408 44,688 Depreciation and amortization 91,218 87,741 Impairment of real estate assets — 1,100 General and administrative 28,491 29,172 Total operating expenses 198,274 198,596 Other income (expense) Dividends and interest 3,877 15 Interest expense ( 51,488 ) ( 48,680 ) Gain on sale of real estate assets 15,142 48,468 Other ( 593 ) ( 405 ) Total other expense ( 33,062 ) ( 602 ) Net income $ 88,905 $ 112,246 Net income per common unit: Basic $ 0.29 $ 0.37 Diluted $ 0.29 $ 0.37 Weighted average units: Basic 302,021 300,821 Diluted 302,712 301,833 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 7 BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited, in thousands) Three Months Ended March 31, 2024 2023 Net income $ 88,905 $ 112,246 Other comprehensive income (loss) 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 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 8 BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL (Unaudited, in thousands) Partnership Common Units Accumulated Other Comprehensive Income (Loss) Total 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 ) Repurchases of OP Units in conjunction with equity award plans ( 11,229 ) — ( 11,229 ) Net income 112,246 — 112,246 Ending balance, March 31, 2023 $ 2,882,370 $ 5,120 $ 2,887,490 Beginning balance, January 1, 2024 $ 2,852,980 $ ( 2,700 ) $ 2,850,280 Distributions to partners ( 83,851 ) — ( 83,851 ) Equity based compensation expense 3,781 — 3,781 Other comprehensive income — 12,226 12,226 Repurchases of OP Units in conjunction with equity award plans ( 12,962 ) — ( 12,962 ) Net income 88,905 — 88,905 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. 9 BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited, in thousands) Three Months Ended March 31, 2024 2023 Operating activities: Net income $ 88,905 $ 112,246 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 91,218 87,741 Accretion of debt premium and discount, net ( 728 ) ( 716 ) Deferred financing cost amortization 1,796 1,755 Accretion of above- and below-market leases, net ( 2,408 ) ( 3,389 ) Tenant inducement amortization and other 731 804 Impairment of real estate assets — 1,100 Gain on sale of real estate assets ( 15,142 ) ( 48,468 ) Equity based compensation 3,359 4,191 Changes in operating assets and liabilities: Receivables, net 28,639 15,578 Deferred charges and prepaid expenses ( 9,020 ) ( 11,815 ) Other assets ( 1,222 ) ( 215 ) Accounts payable, accrued expenses and other liabilities ( 57,612 ) ( 23,758 ) Net cash provided by operating activities 128,516 135,054 Investing activities: Improvements to and investments in real estate assets ( 76,861 ) ( 72,376 ) Proceeds from sales of real estate assets 67,237 119,659 Purchase of marketable securities ( 4,366 ) ( 6,162 ) Proceeds from sale of marketable securities 4,811 7,364 Net cash provided by (used in) investing activities ( 9,179 ) 48,485 Financing activities: Repayment of borrowings under unsecured revolving credit facility ( 98,500 ) ( 195,000 ) Proceeds from borrowings under unsecured revolving credit facility 80,000 117,000 Proceeds from unsecured notes 399,264 — Deferred financing and debt extinguishment costs ( 3,766 ) ( 60 ) Partner distributions and repurchases of OP Units ( 97,423 ) ( 90,382 ) 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 Cash, cash equivalents and restricted cash at beginning of period 18,904 20,332 Cash, cash equivalents and restricted cash at end of period $ 417,816 $ 35,429 Reconciliation to consolidated balance sheets: Cash and cash equivalents $ 406,510 $ 3,430 Restricted cash 11,306 31,999 Cash, cash equivalents and restricted cash at end of period $ 417,816 $ 35,429 Supplemental disclosure of cash flow information: Cash paid for interest, net of amount capitalized of $ 920 and $ 949 $ 49,384 $ 50,250 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 10 BRIXMOR PROPERTY GROUP INC. AND BRIXMOR OPERATING PARTNERSHIP LP NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited, dollars in thousands, unless otherwise stated) 1. Nature of Business and Financial Statement Presentation Description of Business Brixmor Property Group Inc. and subsidiaries (collectively, the "Parent Company") is an internally-managed corporation that has elected to be taxed as a real estate investment trust ("REIT"). Brixmor Operating Partnership LP and subsidiaries (collectively, the "Operating Partnership") is the entity through which the Parent Company conducts substantially all of its operations and owns substantially all of its assets. The Parent Company owns 100 % of the limited liability company interests of BPG Subsidiary LLC ("BPG Sub"), which, in turn, is the sole member of Brixmor OP GP LLC (the "General Partner"), the sole general partner of the Operating Partnership. The Parent Company engages in the ownership, management, leasing, acquisition, disposition, and redevelopment of retail shopping centers through the Operating Partnership, and has no other substantial assets or liabilities other than through its investment in the Operating Partnership. 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 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. The Company does not distinguish its principal business or group its operations on a geographical basis for purposes of measuring performance. Accordingly, the Company has a single reportable segment for disclosure purposes in accordance with U.S. generally accepted accounting principles ("GAAP"). Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for the fair presentation of the unaudited Condensed Consolidated Financial Statements for the periods presented have been included. The operating results for the periods presented are not necessarily indicative of the results that may be expected for a full fiscal year. These financial statements should be read in conjunction with the financial statements for the year ended December 31, 2023 and accompanying notes included in the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 12, 2024. Principles of Consolidation The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of the Parent Company, the Operating Partnership, each of their wholly owned subsidiaries, and all other entities in which they have a controlling financial interest. All intercompany transactions have been eliminated. Income Taxes The Parent Company has elected to qualify as a REIT in accordance with the Internal Revenue Code of 1986, as amended (the "Code"). To qualify as a REIT, the Parent Company must meet several organizational and operational requirements, including a requirement that it annually distribute to its stockholders at least 90% of its REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains. Management intends to continue to satisfy these requirements and maintain the Parent Company's REIT status. As a REIT, the Parent Company generally will not be subject to U.S. federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable income as defined under the Code. The Parent Company conducts substantially all of its operations through the Operating Partnership, which is organized as a limited partnership and treated as a pass-through entity for U.S. federal tax purposes. Therefore, U.S. federal income taxes do not materially impact the unaudited Condensed Consolidated Financial Statements of the Company. 11 If the Parent Company fails to qualify as a REIT in any taxable year, it will be subject to U.S. federal taxes at regular corporate rates and may not be able to qualify as a REIT for the four subsequent taxable years. Even if the Parent Company qualifies for taxation as a REIT, the Parent Company is subject to certain state and local taxes on its income and property, and to U.S. federal income and excise taxes on its undistributed taxable income as well as other income items, as applicable. The Parent Company has elected to treat certain of its subsidiaries as taxable REIT subsidiaries (each a "TRS"), and the Parent Company may in the future elect to treat newly formed and/or other existing subsidiaries as TRSs. A TRS may participate in non-real estate related activities and/or perform non-customary services for tenants and is subject to certain limitations under the Code. A TRS is subject to U.S. federal, state, and local income taxes at regular corporate rates. 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 March 31, 2024 and December 31, 2023. Open tax years generally range from 2020 through 2023 but may vary by jurisdiction and issue. The Company recognizes penalties and interest accrued related to unrecognized tax benefits as income tax expense, which is included in Other on the Company’s unaudited Condensed Consolidated Statements of Operations. New Accounting Pronouncements Any recently issued accounting standards or pronouncements have been excluded as they either are not relevant to the Company, or they are not expected to have a material impact on the unaudited Condensed Consolidated Financial Statements of the Company. 2. Acquisition of Real Estate During the three months ended March 31, 2024 and 2023, the Company did not acquire any assets. 3. Dispositions and Assets Held for Sale 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. 12 4. Real Estate The Company’s components of Real estate, net consisted of the following: March 31, 2024 December 31, 2023 Land $ 1,779,318 $ 1,794,011 Buildings and improvements: Buildings and tenant improvements 8,708,807 8,696,881 Lease intangibles (1) 500,097 504,995 10,988,222 10,995,887 Accumulated depreciation and amortization (2) ( 3,251,649 ) ( 3,198,980 ) Total $ 7,736,573 $ 7,796,907 (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 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 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 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. The Company’s estimated below-market lease accretion income, net of above-market lease amortization expense, and in-place lease amortization expense for the next five years are as follows: Year ending December 31, Below-market lease accretion (income), net of above-market lease amortization expense In-place lease amortization expense 2024 (remaining nine months) $ ( 6,817 ) $ 8,416 2025 ( 7,969 ) 8,555 2026 ( 6,928 ) 6,105 2027 ( 5,859 ) 4,703 2028 ( 5,418 ) 3,809 13 5. Impairments Management periodically assesses whether there are any indicators, including property operating performance, changes in anticipated hold period, and general market conditions, that the carrying value of the Company’s real estate assets (including any related intangible assets or liabilities) may be impaired. 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 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 The Manchester Collection - Crossroads Manchester, CT 172,474 $ 1,100 172,474 $ 1,100 (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. See Note 3 for additional information regarding impairment charges taken in connection with the Company’s dispositions. See Note 8 for additional information regarding the fair value of operating properties that have been impaired. 6. Financial Instruments – Derivatives and Hedging The Company’s use of derivative instruments is intended to manage its exposure to interest rate movements and such instruments are not utilized for speculative purposes. In certain situations, the Company may enter into derivative financial instruments such as interest rate swap agreements and interest rate cap agreements that result in the receipt and/or payment of future known and uncertain cash amounts, the value of which are determined by market interest rates. Cash Flow Hedges of Interest Rate Risk 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 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. 14 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: Fair Value 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: Fair Value 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 15 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. These inputs are classified as Level 2 of the fair value hierarchy. 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 months ended March 31, 2024 and 2023 is as follows: Derivatives in Cash Flow Hedging Relationships (Interest Rate Swaps) Three Months Ended March 31, 2024 2023 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 (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 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 March 31, 2024 and December 31, 2023, the Company did not have any non-designated hedges. Credit-risk-related Contingent Features The Company has agreements with its derivative counterparties that contain provisions whereby if the Company defaults on certain of its indebtedness and the indebtedness has been accelerated by the lender, then the Company could also be declared in default on its derivative obligations. If the Company were to be declared in default on its derivative contracts, it would be required to settle its obligations under such agreements at their termination value, including accrued interest. 16 7. Debt Obligations As of March 31, 2024 and December 31, 2023, the Company had the following indebtedness outstanding: Carrying Value as of March 31, 2024 December 31, 2023 Stated Interest Rate (1) Scheduled Maturity Date Notes payable Unsecured notes (2) $ 4,818,805 $ 4,418,805 2.25 % – 7.97 % 2024 – 2034 Net unamortized premium 19,511 20,974 Net unamortized debt issuance costs ( 20,424 ) ( 17,680 ) Total notes payable, net $ 4,817,892 $ 4,422,099 Unsecured Credit Facility Revolving Facility (3) $ — $ 18,500 6.29 % 2026 Term Loan Facility (3)(4)(5) 500,000 500,000 6.38 % 2027 Net unamortized debt issuance costs ( 6,448 ) ( 7,074 ) Total Unsecured Credit Facility and term loans $ 493,552 $ 511,426 Total debt obligations, net $ 5,311,444 $ 4,933,525 (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 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 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 $ 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 March 31, 2024. 17 Debt Maturities 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, 2024 (remaining nine months) $ 300,352 2025 700,000 2026 607,542 2027 900,000 2028 357,708 Thereafter 2,453,203 Total debt maturities 5,318,805 Net unamortized premium 19,511 Net unamortized debt issuance costs ( 26,872 ) 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. 8. 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: March 31, 2024 December 31, 2023 Carrying Amounts Fair Value Carrying Amounts Fair Value Notes payable $ 4,817,892 $ 4,539,051 $ 4,422,099 $ 4,155,332 Unsecured Credit Facility 493,552 500,000 511,426 518,500 Total debt obligations, net $ 5,311,444 $ 5,039,051 $ 4,933,525 $ 4,673,832 As a basis for considering market participant assumptions in fair value measurements, a fair value hierarchy is included in GAAP that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs that are classified within Level 3 of the hierarchy). In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Based on the above criteria, the Company has determined that the valuations of its debt obligations are classified within Level 3 of the fair value hierarchy. Such fair value estimates are not necessarily indicative of the amounts that would be realized upon disposition. Recurring Fair Value The Company’s marketable securities and interest rate derivatives are measured and recognized at fair value on a recurring basis. The valuations of the Company’s marketable securities are based primarily on publicly traded market values in active markets and are classified within Levels 1 and 2 of the fair value hierarchy. See Note 6 for fair value information regarding the Company’s interest rate derivatives. 18 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 March 31, 2024 Balance Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Marketable securities (1) $ 19,519 $ 715 $ 18,804 $ — Interest rate derivatives $ 10,335 $ — $ 10,335 $ — Liabilities: Interest rate derivatives $ ( 685 ) $ — $ ( 685 ) $ — Fair Value Measurements as of December 31, 2023 Balance Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Marketable securities (1) $ 19,914 $ 656 $ 19,258 $ — Interest rate derivatives $ 4,364 $ — $ 4,364 $ — Liabilities: 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 Management periodically assesses whether there are any indicators, including property operating performance, changes in anticipated hold period, and general market conditions, that the carrying value of the Company’s real estate assets (including any related intangible assets or liabilities) may be impaired. Fair value is determined by offers from third party buyers, market comparable data, third party appraisals, or discounted cash flow analyses. The cash flows utilized in such analyses are comprised of unobservable inputs that include forecasted rental revenue and expenses based upon market conditions and future expectations. The capitalization rates and discount rates utilized in such analyses are based upon unobservable rates that the Company believes to be within a reasonable range of current market rates for the respective properties. Based on these inputs, the Company has determined that the valuations of these properties are classified within Level 3 of the fair value hierarchy. 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. 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 (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Impairment of Real Estate Assets Assets: Properties (1)(2) $ 14,987 $ — $ — $ 14,987 $ 11,705 (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. 19 9. Revenue Recognition The Company engages in the ownership, management, leasing, acquisition, disposition, and redevelopment of retail shopping centers. Revenue is primarily generated through lease agreements and classified as Rental income on the Company’s unaudited Condensed Consolidated Statements of Operations. These agreements include retail shopping center unit leases; ground leases; ancillary leases or agreements, such as agreements with tenants for cellular towers, ATMs, and short-term or seasonal retail (e.g. Halloween or Christmas-related retail); 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. These renewal options range from as little as one month to five or more years. The Company’s retail shopping center leases generally require tenants 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 Company’s properties. Additionally, certain leases may require variable lease payments associated with percentage rents, which are calculated based on underlying tenant sales. 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. 20 10. Leases The Company periodically enters into agreements in which it is the lessee, including ground leases for shopping centers that it operates and office leases for administrative space. The agreements range in term from less than one year to 50 or more years, with certain agreements containing renewal options for up to an additional 100 years. 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 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. These payments are not included in the calculation of the ROU asset or lease liability and are presented as variable lease costs. The following tables present additional information pertaining to the Company’s operating leases: Three Months Ended March 31, Supplemental Statements of Operations Information 2024 2023 Operating lease costs $ 282 $ 1,411 Variable lease costs 116 139 Total lease costs $ 398 $ 1,550 Three Months Ended March 31, Supplemental Statements of Cash Flows Information 2024 2023 Operating cash outflows from operating leases $ 1,513 $ 1,514 ROU assets obtained in exchange for operating lease liabilities — 23 ROU asset reduction due to dispositions, held for sale, and lease modifications ( 6,581 ) — Operating Lease Liabilities As of March 31, 2024 Future minimum operating lease payments: 2024 (remaining nine months) $ 1,680 2025 4,204 2026 3,314 2027 2,120 2028 2,052 2029 1,975 Thereafter 29,044 Total future minimum operating lease payments 44,389 Less: imputed interest ( 15,966 ) Operating lease liabilities $ 28,423 Supplemental Balance Sheets Information As of March 31, 2024 As of December 31, 2023 Operating lease liabilities (1)(2) $ 28,423 $ 36,105 ROU assets (1)(3) 27,685 32,350 (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. 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. 21 11. Equity and Capital ATM Program In November 2022, the Company renewed its at-the-market equity offering program (the "ATM Program") through which the Company may sell, from time to time, up to an aggregate of $ 400.0 million of its common stock through sales agents. The ATM Program also provides that the Company may enter into forward contracts for shares of its common stock with forward sellers and forward purchasers. 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. 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 In November 2022, the Company renewed its share repurchase program (the "Repurchase Program") for up to $ 400.0 million of its common stock. The Repurchase Program is scheduled to expire on November 1, 2025, unless suspended or extended by the Company's board of directors. 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. Common Stock 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 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 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. 12. Stock Based Compensation In February 2022, the Company's board of directors approved the 2022 Omnibus Incentive Plan (the "Plan") and in April 2022, the Company's stockholders approved the Plan. The Plan provides for a maximum of 10.0 million shares of the Company’s common stock to be issued for qualified and non-qualified options, stock appreciation rights, restricted stock, RSUs, OP Units, performance awards, and other stock-based awards. 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. 22 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. Certain tranches are also subject to performance-based or market-based criteria, which contain a threshold, target, above target, and maximum number of units that can be earned. The number of units actually earned for each tranche is determined based on performance during a specified performance period. 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 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 Three Months Ended March 31, 2024 Year Ended, December 31, 2023 Volatility 23.0 % - 28.0 % 32.0 % - 52.0 % Weighted average risk-free interest rate 4.03 % - 4.92 % 3.79 % - 5.18 % Weighted average common stock dividend yield 4.4 % - 4.7 % 4.3 % - 4.8 % 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 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. 23 13. Earnings per Share Basic earnings per share ("EPS") is calculated by dividing net income attributable to the Company’s common stockholders, including any participating securities, by the weighted average number of shares outstanding for the period. Certain restricted shares issued pursuant to the Company’s share-based compensation program are considered participating securities, as such stockholders have rights to receive non-forfeitable dividends. Fully-diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into shares of common stock. 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 months ended March 31, 2024 and 2023 (dollars in thousands, except per share data): Three Months Ended March 31, 2024 2023 Computation of Basic Earnings Per Share: Net income $ 88,905 $ 112,246 Non-forfeitable dividends on unvested restricted shares ( 187 ) ( 295 ) Net income attributable to the Company’s common stockholders for basic earnings per share $ 88,718 $ 111,951 Weighted average number shares outstanding – basic 302,021 300,821 Basic earnings per share attributable to the Company’s common stockholders: Net income per share $ 0.29 $ 0.37 Computation of Diluted Earnings Per Share: Net income attributable to the Company’s common stockholders for diluted earnings per share $ 88,718 $ 111,951 Weighted average shares outstanding – basic 302,021 300,821 Effect of dilutive securities: Equity awards 691 1,012 Weighted average shares outstanding – diluted 302,712 301,833 Diluted earnings per share attributable to the Company’s common stockholders: Net income per share $ 0.29 $ 0.37 24 14. Earnings per Unit Basic earnings per unit is calculated by dividing net income attributable to the Operating Partnership’s common unitholders, including any participating securities, by the weighted average number of partnership common units outstanding for the period. Certain restricted units issued pursuant to the Company’s share-based compensation program are considered participating securities, as such unitholders have rights to receive non-forfeitable dividends. Fully-diluted earnings per unit reflects the potential dilution that could occur if securities or other contracts to issue common units were exercised or converted into common units. 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 months ended March 31, 2024 and 2023 (dollars in thousands, except per unit data): Three Months Ended March 31, 2024 2023 Computation of Basic Earnings Per Unit: Net income $ 88,905 $ 112,246 Non-forfeitable dividends on unvested restricted units ( 187 ) ( 295 ) Net income attributable to the Operating Partnership’s common units for basic earnings per unit $ 88,718 $ 111,951 Weighted average number common units outstanding – basic 302,021 300,821 Basic earnings per unit attributable to the Operating Partnership’s common units: Net income per unit $ 0.29 $ 0.37 Computation of Diluted Earnings Per Unit: Net income attributable to the Operating Partnership’s common units for diluted earnings per unit $ 88,718 $ 111,951 Weighted average common units outstanding – basic 302,021 300,821 Effect of dilutive securities: Equity awards 691 1,012 Weighted average common units outstanding – diluted 302,712 301,833 Diluted earnings per unit attributable to the Operating Partnership’s common units: Net income per unit $ 0.29 $ 0.37 25 15. Commitments and Contingencies Legal Matters The Company is not presently involved in any material litigation arising outside the ordinary course of business. However, the Company is involved in routine litigation arising in the ordinary course of business, none of which the Company believes, individually or in the aggregate, taking into account existing reserves, will have a material impact on the Company’s financial condition, operating results, or cash flows. Environmental Matters Under various federal, state, and local laws, ordinances, and regulations, the Company may be or become liable for the costs of removal or remediation of certain hazardous or toxic substances released on or in the Company’s properties or disposed of by the Company or its tenants, as well as certain other potential costs that could relate to hazardous or toxic substances (including governmental fines and injuries to persons and property). 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 months ended March 31, 2024 and 2023, the Company did no t incur any material governmental fines resulting from environmental matters. 16. 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. 17. Subsequent Events 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 . 26