Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS.
EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
September 30,
2025 December 31,
2024
(In thousands, except share and per share data)
ASSETS
Real estate properties $ 5,950,075 5,503,444
Development and value-add properties 642,207 674,472
6,592,282 6,177,916
Accumulated depreciation ( 1,540,937 ) ( 1,415,576 )
5,051,345 4,762,340
Unconsolidated investment 6,950 7,448
Cash and cash equivalents 2,981 17,529
Other assets, net 293,479 290,159
TOTAL ASSETS $ 5,354,755 5,077,476
LIABILITIES AND EQUITY
LIABILITIES
Unsecured bank credit facilities, net of debt issuance costs $ 42,159 ( 3,595 )
Unsecured debt, net of debt issuance costs 1,437,660 1,507,157
Accounts payable and accrued expenses 230,170 147,342
Other liabilities 135,732 134,028
Total Liabilities 1,845,721 1,784,932
EQUITY
Stockholders’ Equity:
Common shares; $ 0.0001 par value; 70,000,000 shares authorized; 53,348,644 shares
issued and outstanding at September 30, 2025 and 51,825,798 at December 31, 2024
5 5
Excess shares; $ 0.0001 par value; 30,000,000 shares authorized; no shares issued
— —
Additional paid-in capital 3,943,700 3,673,393
Distributions in excess of earnings ( 443,754 ) ( 403,172 )
Accumulated other comprehensive income 8,751 21,953
Total Stockholders’ Equity 3,508,702 3,292,179
Noncontrolling interest in joint ventures 332 365
Total Equity 3,509,034 3,292,544
TOTAL LIABILITIES AND EQUITY $ 5,354,755 5,077,476
See accompanying Notes to Consolidated Financial Statements (unaudited).
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EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(UNAUDITED)
Three Months Ended Nine Months Ended
September 30, September 30,
2025 2024 2025 2024
(In thousands, except per share data)
REVENUES
Income from real estate operations $ 182,089 162,861 531,989 474,268
Other revenue 47 15 1,882 1,922
182,136 162,876 533,871 476,190
EXPENSES
Expenses from real estate operations 48,004 44,163 143,127 131,017
Depreciation and amortization 54,131 48,917 159,663 139,749
General and administrative 5,607 5,154 18,851 16,576
Indirect leasing costs 199 159 633 556
107,941 98,393 322,274 287,898
OTHER INCOME (EXPENSE)
Interest expense ( 7,685 ) ( 9,871 ) ( 23,400 ) ( 29,764 )
Gain on sales of real estate investments — — — 8,751
Other 447 582 1,510 1,874
NET INCOME 66,957 55,194 189,707 169,153
Net income attributable to noncontrolling interest in joint ventures ( 14 ) ( 14 ) ( 42 ) ( 42 )
NET INCOME ATTRIBUTABLE TO EASTGROUP PROPERTIES, INC. COMMON STOCKHOLDERS 66,943 55,180 189,665 169,111
Other comprehensive loss — Interest rate swaps ( 2,139 ) ( 15,747 ) ( 13,202 ) ( 10,948 )
TOTAL COMPREHENSIVE INCOME $ 64,804 39,433 176,463 158,163
BASIC PER COMMON SHARE DATA FOR NET INCOME ATTRIBUTABLE TO EASTGROUP PROPERTIES, INC. COMMON STOCKHOLDERS
Net income attributable to common stockholders $ 1.26 1.13 3.61 3.50
Weighted average shares outstanding — Basic 53,159 48,864 52,544 48,324
DILUTED PER COMMON SHARE DATA FOR NET INCOME ATTRIBUTABLE TO EASTGROUP PROPERTIES, INC. COMMON STOCKHOLDERS
Net income attributable to common stockholders $ 1.26 1.13 3.60 3.49
Weighted average shares outstanding — Diluted 53,264 48,999 52,624 48,435
See accompanying Notes to Consolidated Financial Statements (unaudited).
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EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)
For the nine months ended September 30, 2025:
Common Shares Additional
Paid-In Capital Distributions in Excess of Earnings Accumulated Other Comprehensive Income Noncontrolling Interest in Joint Ventures Total
(In thousands, except share and per share data)
BALANCE, DECEMBER 31, 2024 $ 5 3,673,393 ( 403,172 ) 21,953 365 3,292,544
Net income — — 59,423 — 14 59,437
Net unrealized change in fair value of interest rate swaps — — — ( 6,927 ) — ( 6,927 )
Common dividends declared — $ 1.40 per
share
— — ( 73,309 ) — — ( 73,309 )
Stock-based compensation, net of forfeitures
— 4,791 — — — 4,791
Issuance of 418,373 shares of common
stock, common stock offering, net of
expenses
— 72,849 — — — 72,849
Withheld 24,745 shares of common stock to
satisfy tax withholding obligations in
connection with the vesting of restricted
stock
— ( 4,133 ) — — — ( 4,133 )
Withheld 14 shares of common stock to
satisfy tax withholding obligations in
connection with the issuance of common
stock
— ( 3 ) — — — ( 3 )
Net distributions to noncontrolling interest — — — — ( 92 ) ( 92 )
BALANCE, MARCH 31, 2025 5 3,746,897 ( 417,058 ) 15,026 287 3,345,157
Net income — — 63,299 — 14 63,313
Net unrealized change in fair value of interest rate swaps — — — ( 4,136 ) — ( 4,136 )
Common dividends declared — $ 1.40 per
share
— — ( 73,873 ) — — ( 73,873 )
Stock-based compensation, net of forfeitures
— 2,668 — — — 2,668
Issuance of 416,067 shares of common
stock, common stock offering, net of expenses
— 74,061 — — — 74,061
Withheld 122 shares of common stock to
satisfy tax withholding obligations in
connection with the issuance of common
stock
— ( 21 ) — — — ( 21 )
Net distributions to noncontrolling interest — — — — ( 58 ) ( 58 )
BALANCE, JUNE 30, 2025 5 3,823,605 ( 427,632 ) 10,890 243 3,407,111
Net income — — 66,943 — 14 66,957
Net unrealized change in fair value of interest rate swaps — — — ( 2,139 ) — ( 2,139 )
Common dividends declared — $ 1.55 per
share
— — ( 83,065 ) — — ( 83,065 )
Stock-based compensation, net of forfeitures
— 3,081 — — — 3,081
Issuance of 647,758 shares of common
stock, common stock offering, net of
expenses
— 117,014 — — — 117,014
Net distributions to noncontrolling interest — — — — ( 8 ) ( 8 )
Contributions from noncontrolling interest — — — — 83 83
BALANCE, SEPTEMBER 30, 2025 $ 5 3,943,700 ( 443,754 ) 8,751 332 3,509,034
See accompanying Notes to Consolidated Financial Statements (unaudited).
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EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)
For the nine months ended September 30, 2024:
Common Shares Additional
Paid-In Capital Distributions in Excess of Earnings Accumulated Other Comprehensive Income Noncontrolling Interest in Joint Ventures Total
(In thousands, except share and per share data)
BALANCE, DECEMBER 31, 2023 $ 5 2,949,907 ( 366,473 ) 24,888 307 2,608,634
Net income — — 58,644 — 14 58,658
Net unrealized change in fair value of interest rate swaps — — — 5,894 — 5,894
Common dividends declared — $ 1.27 per
share
— — ( 61,125 ) — — ( 61,125 )
Stock-based compensation, net of forfeitures
— 4,147 — — — 4,147
Issuance of 272,342 shares of common
stock, common stock offering, net of
expenses
— 49,294 — — — 49,294
Withheld 33,381 shares of common stock to
satisfy tax withholding obligations in
connection with the vesting of restricted
stock
— ( 6,125 ) — — — ( 6,125 )
Withheld 68 shares of common stock to
satisfy tax withholding obligations in
connection with the issuance of common
stock
— ( 13 ) — — — ( 13 )
Net distributions to noncontrolling interest — — — — ( 67 ) ( 67 )
Contributions from noncontrolling interest — — — — 62 62
BALANCE, MARCH 31, 2024 5 2,997,210 ( 368,954 ) 30,782 316 2,659,359
Net income — — 55,287 — 14 55,301
Net unrealized change in fair value of interest rate swaps — — — ( 1,095 ) — ( 1,095 )
Common dividends declared — $ 1.27 per
share
— — ( 61,889 ) — — ( 61,889 )
Stock-based compensation, net of forfeitures
— 2,644 — — — 2,644
Issuance of 639,299 shares of common stock,
common stock offering, net of expenses
— 112,710 — — — 112,710
Withheld 57 shares of common stock to satisfy tax withholding obligations in connection with the issuance of common stock
— ( 10 ) — — — ( 10 )
Net distributions to noncontrolling interest — — — — ( 73 ) ( 73 )
BALANCE, JUNE 30, 2024 5 3,112,554 ( 375,556 ) 29,687 257 2,766,947
Net income — — 55,180 — 14 55,194
Net unrealized change in fair value of interest rate swaps — — — ( 15,747 ) — ( 15,747 )
Common dividends declared — $ 1.40 per
share
— — ( 68,898 ) — — ( 68,898 )
Stock-based compensation, net of forfeitures
— 3,012 — — — 3,012
Issuance of 540,252 shares of common
stock, common stock offering, net of
expenses
— 92,210 — — — 92,210
Withheld 22 shares of common stock to satisfy tax withholding obligations in connection with the issuance of common stock
— ( 3 ) — — — ( 3 )
Net distributions to noncontrolling interest — — — — ( 24 ) ( 24 )
BALANCE, SEPTEMBER 30, 2024 $ 5 3,207,773 ( 389,274 ) 13,940 247 2,832,691
See accompanying Notes to Consolidated Financial Statements (unaudited).
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EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended September 30,
2025 2024
(In thousands)
OPERATING ACTIVITIES
Net income $ 189,707 169,153
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 159,663 139,749
Stock-based compensation expense 9,165 8,277
Gain on sales of real estate investments — ( 8,751 )
Gain on sales of non-operating real estate — ( 222 )
Gain on involuntary conversion and business interruption claims ( 1,763 ) ( 1,708 )
Changes in operating assets and liabilities:
Accrued income and other assets ( 11,099 ) ( 10,630 )
Accounts payable, accrued expenses and prepaid rent 68,465 65,021
Other 1,848 1,804
NET CASH PROVIDED BY OPERATING ACTIVITIES 415,986 362,693
INVESTING ACTIVITIES
Development and value-add properties ( 242,121 ) ( 181,353 )
Purchases of real estate properties ( 121,965 ) ( 143,585 )
Real estate improvements ( 62,648 ) ( 49,287 )
Net proceeds from sales of real estate investments and non-operating real estate 3,371 17,397
Leasing commissions ( 25,978 ) ( 24,748 )
Proceeds from involuntary conversion on real estate assets 3,099 2,450
Changes in accrued development costs ( 1,463 ) ( 12,950 )
Changes in other assets and other liabilities 2,547 ( 4,720 )
NET CASH USED IN INVESTING ACTIVITIES ( 445,158 ) ( 396,796 )
FINANCING ACTIVITIES
Proceeds from unsecured bank credit facilities 136,191 55,262
Repayments on unsecured bank credit facilities ( 91,191 ) ( 55,262 )
Repayments on unsecured debt ( 70,000 ) ( 50,000 )
Debt issuance costs ( 116 ) ( 3,099 )
Distributions paid to stockholders (not including dividends accrued) ( 219,955 ) ( 184,030 )
Proceeds from common stock offerings 264,071 254,356
Common stock offering related costs ( 147 ) ( 142 )
Other ( 4,229 ) ( 6,288 )
NET CASH PROVIDED BY FINANCING ACTIVITIES 14,624 10,797
DECREASE IN CASH AND CASH EQUIVALENTS ( 14,548 ) ( 23,306 )
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 17,529 40,263
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,981 16,957
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest, net of amounts capitalized of $ 15,889 and $ 14,797 for 2025 and 2024,
respectively
$ 17,587 22,631
Cash paid for operating lease liabilities 2,690 1,783
See accompanying Notes to Consolidated Financial Statements (unaudited).
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EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(1) BASIS OF PRESENTATION
The accompanying unaudited financial statements of EastGroup Properties, Inc. (“EastGroup” or “the Company”) have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In management’s opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The financial statements should be read in conjunction with the financial statements contained in the Company’s annual report on Form 10-K for the year ended December 31, 2024 and the notes thereto.
(2) PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of EastGroup, its wholly owned subsidiaries and the investee of any joint ventures in which the Company has a controlling interest.
As of September 30, 2025 and December 31, 2024, EastGroup held a controlling interest in two joint venture arrangements. The Company had a 95 % controlling interest in a joint venture arrangement owning 6.5 acres of land in San Diego, known by the Company as Miramar Land. The Company also had a 99.5 % controlling interest in a joint venture arrangement owning a property in Denver, known by the Company as Arista 36 Business Park 1-3.
The Company records 100% of the assets, liabilities, revenues and expenses of the buildings and land held in joint ventures with the noncontrolling interests provided for in accordance with the joint venture agreements.
The equity method of accounting is used for the Company’s 50 % undivided tenant-in-common interest in Industry Distribution Center 2. All significant intercompany transactions and accounts have been eliminated in consolidation.
(3) USE OF ESTIMATES
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses during the reporting period and to disclose material contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.
(4) LEASE REVENUE
The Company’s primary source of revenue is rental income from business distribution space. The table below presents the components of Income from real estate operations for the three and nine months ended September 30, 2025 and 2024:
Three Months Ended
September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(In thousands)
Lease income — Operating leases $ 137,713 121,797 401,506 353,135
Variable lease income (1)
44,376 41,064 130,483 121,133
Income from real estate operations $ 182,089 162,861 531,989 474,268
(1) Primarily includes tenant reimbursements for real estate taxes, insurance and common area maintenance.
(5) REAL ESTATE PROPERTIES
EastGroup has one reportable segment – industrial properties, consistent with the Company’s manner of internal reporting, measurement of operating results and allocation of the Company’s resources. The Company's properties are primarily in the 20,000 to 100,000 square foot range. The majority of the Company’s leases are triple net leases, in which the tenant is responsible for their pro rata share of operating expenses during the lease term, including real estate taxes, insurance and common area maintenance. The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer, who uses Net income as the primary measure of operating results in making decisions. Net income is computed in accordance with GAAP. Net income is used to evaluate the performance of the Company’s investments in real estate assets and its operating results and to allocate resources in acquiring or developing industrial properties. The following income and significant expense categories are regularly provided to the Company’s CODM as components of Net income , which are presented on the Consolidated Statements of Income and Comprehensive Income: Income from real estate operations , Expenses from real estate operations , General and administrative and Interest expense .
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EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows (including estimated future expenditures necessary to substantially complete the asset) expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. During the nine month periods ended September 30, 2025 and 2024, the Company did not identify any impairment charges which should be recorded.
Depreciation of buildings and other improvements is computed using the straight-line method over estimated useful lives of generally 40 years for buildings and 3 to 15 years for improvements. Building improvements are capitalized, while maintenance and repair expenses are charged to expense as incurred. Significant renovations and improvements that improve or extend the useful life of the assets are capitalized. Depreciation expense was $ 43,928,000 and $ 129,329,000 for the three and nine months ended September 30, 2025, respectively, and $ 40,046,000 and $ 114,897,000 for the same periods in 2024.
The Company’s Real estate properties and Development and value-add properties at September 30, 2025 and December 31, 2024 were as follows:
September 30,
2025 December 31,
2024
(In thousands)
Real estate properties:
Land $ 944,472 888,140
Buildings and building improvements 4,147,362 3,815,850
Tenant and other improvements 822,425 761,061
Right of use assets — Ground leases (operating) (1)
35,816 38,393
Development and value-add properties (2)
642,207 674,472
6,592,282 6,177,916
Less accumulated depreciation ( 1,540,937 ) ( 1,415,576 )
$ 5,051,345 4,762,340
(1) EastGroup applies the principles of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 842, Leases , and its related Accounting Standards Updates (“ASUs”) to account for its ground leases, which are classified as operating leases. The related operating lease liabilities for ground leases are included in Other liabilities on the Consolidated Balance Sheets.
(2) Value-add properties are defined in Note 6.
(6) DEVELOPMENT AND VALUE-ADD PROPERTIES
Development and value-add properties consists of properties in lease-up, under construction, and prospective development (primarily land). Value-add properties are defined as properties that are either acquired but not stabilized or can be converted to a higher and better use. Properties meeting either of the following two conditions are considered value-add properties: (1) Less than 75% leased as of the acquisition date (or will be less than 75% leased within one year of the acquisition date based on near term lease roll), or (2) 20% or greater of the cumulative gross cost of the property will be spent to redevelop the property. Properties qualifying under these conditions are included in Development and value-add properties in the quarter in which (1) they are acquired, if condition 1 above is met, or (2) when construction to redevelop begins.
Costs associated with development (i.e., land, construction costs, interest expense, property taxes and other costs associated with development) are aggregated into the total capitalized costs of the property. Included in these costs are management’s estimates for the portions of internal costs (primarily personnel costs) deemed related to such development activities. The internal costs are allocated to specific development projects based on development activity. As the property becomes occupied, depreciation commences on the occupied portion of the building, and costs are capitalized only for the portion of the building that remains vacant. The Company transfers properties from Development and value-add propertie s to Real estate properties as follows: (1) for development properties, at the earlier of 90% occupancy or one year after completion of the shell construction, and (2) for value-add properties, at the earlier of 90% occupancy or one year after acquisition or completion of redevelopment, as applicable. Upon the earlier of 90% occupancy or one year after completion of the shell construction/value-add acquisition date, capitalization of development costs, including interest expense, property taxes and internal personnel costs, ceases and depreciation commences on the entire property (excluding the land).
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EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(7) REAL ESTATE PROPERTY ACQUISITIONS AND ACQUIRED INTANGIBLES
Upon acquisition of real estate properties, EastGroup applies the principles of FASB ASC 805, Business Combinations. The FASB Codification provides a framework for determining whether transactions should be accounted for as acquisitions of assets or businesses. Under the guidance, companies are required to utilize an initial screening test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set is not a business. Criteria considered in grouping similar assets include geographic location, market and operational risks and the physical characteristics of the assets. EastGroup determined that its real estate property acquisitions in 2024 and the first nine months of 2025 are considered to be acquisitions of groups of similar identifiable assets; therefore, the acquisitions are not considered to be acquisitions of a business. As a result, the Company capitalized acquisition costs related to its 2024 and 2025 acquisitions.
The FASB Codification also provides guidance on how to properly determine the allocation of the purchase price among the individual components of both the tangible and intangible assets based on their respective fair values. The allocation to tangible assets (land, building and improvements) is based upon management’s determination of the value of the property as if it were vacant using discounted cash flow models. Land is valued using comparable land sales specific to the applicable market, provided by a third party. The Company determines whether any financing assumed is above or below market based upon comparison to similar financing terms for similar properties. The cost of the properties acquired may be adjusted based on indebtedness assumed from the seller that is determined to be above or below market rates.
The purchase price is also allocated among the following categories of intangible assets: the above or below market component of in-place leases and the value of leases in-place at the time of acquisition. The value allocable to the above or below market component of an acquired in-place lease is determined based upon the present value (using a discount rate reflecting the risks associated with the acquired leases) of the difference between (i) the contractual amounts to be paid pursuant to the lease over its remaining term and (ii) management’s estimate of the amounts that would be paid using current market rents over the remaining term of the lease. The amounts allocated to above and below market lease intangibles are included in Other assets, net and Other liabilities , respectively, on the Consolidated Balance Sheets and are amortized to rental income over the remaining terms of the respective leases. In-place lease intangibles are valued based upon management’s assessment of factors such as an estimate of forgone rents and avoided leasing costs during the expected lease-up periods considering current market conditions and costs to execute similar leases. These intangible assets are included in Other assets, net on the Consolidated Balance Sheets and are amortized over the remaining terms of the existing leases.
Net amortization of above and below market lease intangibles, which is included in Income from real estate operations, increased rental income by $ 1,547,000 and $ 4,634,000 for the three and nine months ended September 30, 2025, respectively, and $ 612,000 and $ 1,765,000 for the same periods in 2024. Amortization expense for in-place lease intangibles, which is included in Depreciation and amortization, was $ 3,148,000 and $ 9,433,000 for the three and nine months ended September 30, 2025, respectively, and $ 2,009,000 and $ 5,828,000 for the same periods in 2024.
During the nine months ended September 30, 2025, EastGroup acquired the following properties:
REAL ESTATE PROPERTIES ACQUIRED IN 2025
Location Size Date
Acquired Cost (1)
(Square feet) (In thousands)
Operating properties acquired
LifeScience Logistics Center Raleigh, NC 251,000 07/08/2025 $ 47,150
Lumley Logistics Center Raleigh, NC 67,000 07/15/2025 14,174
McKinney Airport Trade Center Dallas, TX 320,000 09/19/2025 60,641
Total operating property acquisitions (2)(3)
638,000 $ 121,965
(1) Cost is calculated in accordance with FASB ASC 805 and represents the sum of the purchase price, closing costs and capitalized acquisition costs.
(2) Operating properties are defined as stabilized real estate properties (land including buildings and improvements) in the Company’s operating portfolio; included in Real estate properties on the Consolidated Balance Sheets.
(3) Excludes acquired development land as discussed below.
There were no value-add acquisitions during the nine months ended September 30, 2025.
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EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
The following table summarizes the allocation of the total consideration for the acquired assets and assumed liabilities in connection with the acquisitions identified in the table above which were acquired during the nine months ended September 30, 2025.
ACQUIRED ASSETS AND ASSUMED LIABILITIES IN 2025
Cost
(In thousands)
Land $ 25,439
Buildings and building improvements 88,601
Tenant and other improvements 6,128
Total real estate properties acquired 120,168
In-place lease intangibles (1)
9,076
Above market lease intangibles (1)
55
Below market lease intangibles (2)
( 7,334 )
Total assets acquired, net of liabilities assumed $ 121,965
(1) In-place lease intangibles and above market lease intangibles are each included in Other assets, net on the Consolidated Balance Sheets. These costs are amortized over the remaining terms of the associated leases in place at the time of acquisition.
(2) Below market lease intangibles are included in Other liabilities on the Consolidated Balance Sheets. These costs are amortized over the remaining terms of the associated leases in place at the time of acquisition.
The leases in the properties acquired during the nine months ended September 30, 2025 had a weighted average remaining lease term at acquisition of approximately 9.5 years.
Also during the nine months ended September 30, 2025, EastGroup purchased 171.8 acres of development land in three markets for $ 83,793,000 .
During 2024, EastGroup acquired the following properties:
REAL ESTATE PROPERTIES ACQUIRED IN 2024
Location Size Date
Acquired Cost ( 1)
(Square feet) (In thousands)
Operating properties acquired
Spanish Ridge Industrial Park Las Vegas, NV 231,000 01/23/2024 $ 54,859
147 Exchange Raleigh, NC 274,000 05/03/2024 52,945
Hays Commerce Center 3 & 4 Austin, TX 179,000 08/19/2024 35,781
Riverpoint Industrial Park Atlanta, GA 779,000 11/12/2024 87,576
DFW Global Logistics Centre 5-8 (2)
Dallas, TX 492,000 11/21/2024 75,852
Akimel Gateway (2)
Phoenix, AZ 519,000 12/26/2024 82,998
Total operating property acquisitions (3)(4)
2,474,000 $ 390,011
(1) Cost is calculated in accordance with FASB ASC 805 and represents the sum of the purchase price, closing costs and capitalized acquisition costs.
(2) This operating property is located on land subject to a ground lease. The right of use assets for ground leases are included in Real estate properties on the Consolidated Balance Sheets.
(3) Operating properties are defined as stabilized real estate properties (land including buildings and improvements) in the Company’s operating portfolio; included in Real estate properties on the Consolidated Balance Sheets.
(4) Excludes acquired development land as discussed below.
There were no value-add property acquisitions during the year ended December 31, 2024.
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EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
The following table summarizes the allocation of the total consideration for the acquired assets and assumed liabilities in connection with the acquisitions identified in the table above which were acquired during the year ended December 31, 2024.
ACQUIRED ASSETS AND ASSUMED LIABILITIES IN 2024
Cost
(In thousands)
Land $ 41,815
Buildings and building improvements 312,911
Tenant and other improvements 27,049
Right of use assets — Ground leases (operating) 21,836
Total real estate properties acquired 403,611
In-place lease intangibles (1)
27,102
Above market lease intangibles (1)
121
Below market lease intangibles (2)
( 18,987 )
Operating lease liabilities — Ground leases (3)
( 21,836 )
Total assets acquired, net of liabilities assumed $ 390,011
(1) In-place lease intangibles and above market lease intangibles are each included in Other assets, net on the Consolidated Balance Sheets. These costs are amortized over the remaining terms of the associated leases in place at the time of acquisition.
(2) Below market lease intangibles are included in Other liabilities on the Consolidated Balance Sheets. These costs are amortized over the remaining terms of the associated leases in place at the time of acquisition.
(3) Operating lease liabilities — Ground leases are included in Other liabilities on the Consolidated Balance Sheets. These costs are amortized over the remaining terms of the associated leases in place at the time of acquisition.
The leases in the properties acquired during the year ended December 31, 2024 had a weighted average remaining lease term at acquisition of approximately 5.3 years.
Also during 2024, EastGroup purchased 61.1 acres of development land in two markets for $ 13,762,000 .
The Company periodically reviews the recoverability of goodwill (at least annually) and the recoverability of other intangibles (on a quarterly basis) for possible impairment. No impairment of goodwill or other intangibles existed during the three and nine month periods ended September 30, 2025 and 2024.
(8) REAL ESTATE SOLD AND HELD FOR SALE
The Company considers a real estate property to be held for sale when it meets the criteria established under ASC 360, Property, Plant and Equipment, including when it is probable that the property will be sold within a year. Real estate properties held for sale are reported at the lower of the carrying amount or fair value less estimated costs to sell and are not depreciated while they are held for sale. The Company did not classify any properties as held for sale as of September 30, 2025 and December 31, 2024.
In accordance with ASC 360 and ASC 205, Presentation of Financial Statements , the Company would report a disposal of a component of an entity or a group of components of an entity in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the component or group of components meets the criteria to be classified as held for sale or when the component or group of components is disposed of by sale or other than by sale. In addition, the Company would provide additional disclosures about both discontinued operations and the disposal of an individually significant component of an entity that does not qualify for discontinued operations presentation in the financial statements. EastGroup performs an analysis of properties sold to determine whether the sales qualify for discontinued operations presentation.
Results of operations and gains and losses on sales for properties sold are reported in continuing operations on the Consolidated Statements of Income and Comprehensive Income. The gains and losses on sales of operating properties are included in Gain on sales of real estate investments.
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EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
A summary of Gain on sales of real estate investments for the nine months ended September 30, 2025 and the year ended December 31, 2024 follows:
REAL ESTATE PROPERTIES SOLD Location Size Date Sold Net Sales Price Basis Recognized Gain
(Square feet) (In thousands)
2025
Laura Alice Business Center San Francisco, CA 12,000 06/02/2025 $ 3,371 3,371 —
2024
Interchange Business Park and
Metro Airport Commerce Center
Jackson, MS 159,000 03/05/2024 $ 13,614 4,863 8,751
The table above includes sales of operating properties. During the year ended December 31, 2024, the Company also sold 5.4 acres of land in two markets for $ 4,261,000 and recognized gains on the sales of $ 362,000 . The Company did not sell any land during the nine months ended September 30, 2025. The gains on sales of non-operating real estate are included in Other on the Consolidated Statements of Income and Comprehensive Income.
The Company did not consider its sales in 2025 or 2024 to be disposals of a component of an entity or a group of components of an entity representing a strategic shift that has (or will have) a major effect on the entity’s operations and financial results.
(9) OTHER ASSETS
A summary of the Company’s Other assets, net follows:
September 30,
2025 December 31,
2024
(In thousands)
Leasing costs (principally commissions) $ 184,807 173,582
Accumulated amortization of leasing costs ( 70,348 ) ( 63,179 )
Leasing costs (principally commissions), net of accumulated amortization 114,459 110,403
Acquired in-place lease intangibles 65,143 59,101
Accumulated amortization of acquired in-place lease intangibles ( 26,842 ) ( 20,443 )
Acquired in-place lease intangibles, net of accumulated amortization 38,301 38,658
Acquired above market lease intangibles 619 564
Accumulated amortization of acquired above market lease intangibles ( 448 ) ( 376 )
Acquired above market lease intangibles, net of accumulated amortization 171 188
Straight-line rents receivable 96,619 83,722
Accounts receivable 8,004 10,033
Interest rate swap assets 11,165 21,953
Right of use assets — Office leases (operating) 1,803 2,228
Goodwill 990 990
Escrow deposits and prepaid costs for pending transactions 2,766 3,336
Prepaid insurance 9,122 6,469
Receivable for insurance proceeds 2,542 3,863
Prepaid expenses and other assets 7,537 8,316
Total Other assets, net
$ 293,479 290,159
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EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(10) DEBT
The Company’s debt is detailed below:
September 30,
2025 December 31,
2024
(In thousands)
Unsecured bank credit facilities — Variable rate, carrying amount $ 45,000 —
Unamortized debt issuance costs ( 2,841 ) ( 3,595 )
Unsecured bank credit facilities, net of debt issuance costs 42,159 ( 3,595 )
Unsecured debt — Fixed rate, carrying amount (1)
1,440,000 1,510,000
Unamortized debt issuance costs ( 2,340 ) ( 2,843 )
Unsecured debt, net of debt issuance costs 1,437,660 1,507,157
Total unsecured debt, net of debt issuance costs $ 1,479,819 1,503,562
(1) These loans have a fixed interest rate or an effectively fixed interest rate due to interest rate swaps.
The Company has a $ 625,000,000 unsecured bank credit facility with a group of 10 banks, which has a maturity date of July 31, 2028 . The credit facility contains options for two six-month extensions (at the Company's election) and an additional $ 625,000,000 accordion (with agreement by all parties). The interest rate on each tranche is reset on a monthly basis and as of September 30, 2025, was Secured Overnight Financing Rate (“SOFR”) plus 73.5 basis points with an annual facility fee of 14 basis points. As of September 30, 2025, the Company had $ 45,000,000 of variable rate borrowings on this unsecured bank credit facility and an interest rate of 4.998 %. The Company has a $ 2,588,000 standby letter of credit pledged on this facility, which reduces borrowing capacity under the credit facility.
The Company also has a $ 50,000,000 unsecured bank credit facility with a maturity date of July 31, 2028 , or such later date as designated by the bank; the Company also has two six-month extensions available if the extension options in the $ 625,000,000 facility are exercised. The interest rate is reset on a daily basis and as of September 30, 2025, was SOFR plus 77.5 basis points with an annual facility fee of 15 basis points. As of September 30, 2025, the interest rate was 5.035 % with no outstanding balance.
For both facilities, the margin and facility fee are subject to changes in the Company's credit ratings. In May 2025, Moody’s Ratings affirmed EastGroup’s issuer rating of Baa2 and changed its rating outlook from stable to positive. Given the strength of the Company’s key credit metrics, initial pricing for the credit facilities is based on the BBB+/Baa1 credit ratings level. This favorable pricing level will be retained provided that the Company’s consolidated leverage ratio, as defined in the applicable agreements, remains less than 32.5% .
The $ 625,000,000 facility also includes a sustainability-linked pricing component, pursuant to which the applicable interest rate margin is adjusted if the Company meets a certain sustainability performance target. This sustainability metric is evaluated annually and was achieved for the year ended December 31, 2024, which allowed for an interest rate reduction during the three and nine months ended September 30, 2025. The margin was effectively reduced on this unsecured bank credit facility by four basis points, from 77.5 to 73.5 basis points, and the facility fee was reduced from 15 to 14 basis points during the three and nine months ended September 30, 2025.
In January 2025, the Company refinanced a $ 100,000,000 senior unsecured term loan, reducing the credit spread by 30 basis points to a total effectively fixed interest rate of 4.97 %. The loan, which previously had five years remaining, now has a three-year maturity with two one-year extension options, at the Company's election.
In March 2025, EastGroup repaid a $ 50,000,000 senior unsecured term loan at maturity with an effectively fixed interest rate of 1.58 %.
In August 2025, EastGroup repaid senior unsecured notes at maturity. The notes had a principal balance of $ 20,000,000 and a fixed interest rate of 3.80 %.
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EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Scheduled principal payments on long-term debt, including Unsecured debt, net of debt issuance costs (not including Unsecured bank credit facilities, net of debt issuance costs ), as of September 30, 2025, are as follows:
MATURITY DATES Principal Payments Maturing
(In thousands)
2025 — Remainder of year
$ 75,000
2026 140,000
2027 175,000
2028 160,000
2029 155,000
2030 and beyond
735,000
Total unsecured debt, before amortization of debt issuance costs $ 1,440,000
(11) ACCOUNTS PAYABLE AND ACCRUED EXPENSES
A summary of the Company’s Accounts payable and accrued expenses follows:
September 30,
2025 December 31,
2024
(In thousands)
Property taxes payable $ 82,084 11,528
Development costs payable 15,818 16,388
Retainage payable 10,027 10,920
Real estate improvements and capitalized leasing costs payable 8,420 8,753
Interest payable 12,792 8,351
Dividends payable 84,341 74,049
Incentive compensation payable 6,261 6,726
Other payables and accrued expenses 10,427 10,627
Total Accounts payable and accrued expenses
$ 230,170 147,342
(12) OTHER LIABILITIES
A summary of the Company’s Other liabilities follows:
September 30,
2025 December 31,
2024
(In thousands)
Security deposits $ 46,555 43,506
Prepaid rent and other deferred income 21,198 24,813
Operating lease liabilities — Ground leases 37,649 39,387
Operating lease liabilities — Office leases 1,831 2,269
Acquired below market lease intangibles 35,016 29,198
Accumulated amortization of below market lease intangibles ( 9,971 ) ( 6,781 )
Acquired below market lease intangibles, net of accumulated amortization 25,045 22,417
Interest rate swap liabilities 2,414 —
Other liabilities 1,040 1,636
Total Other liabilities
$ 135,732 134,028
-16-
EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(13) COMPREHENSIVE INCOME
Total Comprehensive Income is comprised of net income plus all other changes in equity from non-owner sources and is presented on the Consolidated Statements of Income and Comprehensive Income. The components of Accumulated other comprehensive income are presented in the Company’s Consolidated Statements of Changes in Equity and are summarized below. See Note 14 for information regarding the Company’s interest rate swaps.
Three Months Ended
September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(In thousands)
ACCUMULATED OTHER COMPREHENSIVE INCOME:
Balance at beginning of period $ 10,890 29,687 21,953 24,888
Other comprehensive loss — Interest rate swaps ( 2,139 ) ( 15,747 ) ( 13,202 ) ( 10,948 )
Balance at end of period $ 8,751 13,940 8,751 13,940
(14) DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risk, including interest rate, liquidity and credit risk primarily by managing the amount, sources and duration of its debt funding and, to a limited extent, the use of derivative instruments.
Specifically, the Company has entered into derivative instruments to manage exposures that arise from business activities that result in the payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative instruments, described below, are used to manage differences in the amount, timing and duration of the Company’s known or expected cash payments principally related to certain of the Company’s borrowings.
The Company’s objective in using interest rate derivatives is to change variable interest rates to fixed interest rates by using interest rate swaps. 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 term of the agreements without exchange of the underlying notional amount.
As of September 30, 2025, the Company had five interest rate swaps outstanding, all of which are used to hedge the variable cash flows associated with unsecured loans. All of the Company’s interest rate swaps convert the related loans’ Term SOFR rate components to effectively fixed interest rates, and the Company has concluded that each of the hedging relationships is highly effective.
The changes in the fair value of derivatives designated and qualifying as cash flow hedges are recorded in Other comprehensive loss and are subsequently reclassified into earnings through Interest expense as interest payments are made or received on the Company’s variable-rate debt in the period that the hedged forecasted transaction affects earnings. The Company estimates that an additional $ 7,012,000 will be reclassified from Other comprehensive loss as a decrease in Interest expense over the next twelve months.
The Company’s valuation methodology for over-the-counter (“OTC”) derivatives is to discount cash flows based on SOFR market data. Uncollateralized or partially-collateralized trades include appropriate economic adjustments for funding costs and credit risk. The Company calculates its derivative valuations using mid-market prices.
-17-
EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
As of September 30, 2025 and December 31, 2024, the Company had the following outstanding interest rate derivatives that are designated as cash flow hedges of interest rate risk:
NOTIONAL VALUE OF INTEREST RATE DERIVATIVES September 30,
2025 December 31,
2024
(In thousands)
Interest Rate Swap $ 100,000 100,000
Interest Rate Swap 100,000 100,000
Interest Rate Swap — 50,000
Interest Rate Swap 100,000 100,000
Interest Rate Swap 75,000 75,000
Interest Rate Swap 100,000 100,000
The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024. See Note 18 for additional information on the fair value of the Company’s interest rate swaps.
FAIR VALUE OF DERIVATIVES DESIGNATED AS CASH FLOW HEDGES September 30,
2025 December 31,
2024
(In thousands)
Interest rate swap assets (1)
$ 11,165 21,953
Interest rate swap liabilities (2)
2,414 —
(1) Included in Other assets, net on the Consolidated Balance Sheets .
(2) Included in Other liabilities on the Consolidated Balance Sheets.
The table below presents the effect of the Company’s derivative financial instruments (interest rate swaps) on the Consolidated Statements of Income and Comprehensive Income for the three and nine months ended September 30, 2025 and 2024:
Three Months Ended
September 30, Nine Months Ended September 30,
EFFECT OF CASH FLOW HEDGES ON OTHER COMPREHENSIVE LOSS 2025 2024 2025 2024
(In thousands)
Amount of income (loss) recognized in Other comprehensive loss on
derivatives
$ 565 ( 11,094 ) ( 4,773 ) 3,180
Amount of (income) reclassified from Accumulated other
comprehensive income into Interest expense
( 2,704 ) ( 4,653 ) ( 8,429 ) ( 14,128 )
See Note 13 for additional information on the Company’s Accumulated other comprehensive income resulting from its interest rate swaps.
Derivative financial agreements expose the Company to credit risk in the event of non-performance by the counterparties under the terms of the interest rate hedge agreements. The Company believes it minimizes the credit risk by transacting with financial institutions the Company regards as credit-worthy.
The Company has an agreement with its derivative counterparties containing a provision stating that the Company could be declared in default on its derivative obligations if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender. As of September 30, 2025, the Company had not posted any collateral related to these agreements and were not in breach of any of the provisions of these agreements. If the Company had breached any of these provisions, it would be required to settle its obligations under the agreements at their termination value.
(15) EARNINGS PER SHARE
The Company applies ASC 260, Earnings Per Share , which requires companies to present basic and diluted earnings per share (“EPS”). Basic EPS represents the amount of earnings for the period attributable to each share of common stock outstanding during the reporting period. The Company’s basic EPS is calculated by dividing Net Income Attributable to EastGroup Properties, Inc. Common Stockholders by the weighted average number of common shares outstanding. The weighted average number of common shares outstanding does not include any potentially dilutive securities or any unvested restricted shares of
-18-
EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
common stock. Outstanding forward equity sale agreements are potentially dilutive securities that are excluded from the basic EPS calculation until the agreements are settled through the issuance of shares and receipt of proceeds. Although unvested restricted shares are classified as issued and outstanding, they are considered forfeitable until the restrictions lapse and are not included in the basic EPS calculation until the shares vest.
Diluted EPS represents the amount of earnings for the period attributable to each share of common stock outstanding during the reporting period and to each share that would have been outstanding assuming the issuance of common shares for all potentially dilutive common shares outstanding during the reporting period. The Company calculates diluted EPS by dividing Net Income Attributable to EastGroup Properties, Inc. Common Stockholders by the weighted average number of common shares outstanding plus the effect of any dilutive securities including shares issuable under forward equity sale agreements and unvested restricted stock using the treasury stock method. Any anti-dilutive securities are excluded from the diluted EPS calculation.
Reconciliation of the numerators and denominators in the basic and diluted EPS computations is as follows:
Three Months Ended
September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(In thousands)
BASIC EPS COMPUTATION FOR NET INCOME ATTRIBUTABLE TO EASTGROUP PROPERTIES, INC. COMMON STOCKHOLDERS
Numerator — Net income attributable to common stockholders $ 66,943 55,180 189,665 169,111
Denominator — Weighted average shares outstanding — Basic 53,159 48,864 52,544 48,324
DILUTED EPS COMPUTATION FOR NET INCOME ATTRIBUTABLE TO EASTGROUP PROPERTIES, INC. COMMON STOCKHOLDERS
Numerator — Net income attributable to common stockholders $ 66,943 55,180 189,665 169,111
Denominator:
Weighted average shares outstanding — Basic 53,159 48,864 52,544 48,324
Effect of dilutive securities 105 135 80 111
Weighted average shares outstanding — Diluted 53,264 48,999 52,624 48,435
(16) EQUITY OFFERINGS
Underwriting commissions and offering costs incurred in connection with common stock offerings and at-the-market (“ATM”) equity offering programs have been reflected as a reduction of Additional paid-in capital .
Under relevant accounting guidance, sales of common stock under forward equity sale agreements are not deemed to be liabilities, and furthermore, meet the derivatives and hedging guidance scope exception to be accounted for as equity instruments based on the following assessment: (i) none of the agreements’ exercise contingencies were based on observable markets or indices other than those related to the market for our own stock price and operations; and (ii) none of the settlement provisions precluded the agreements from being indexed to our own stock.
On October 25, 2024, we established an ATM common stock offering program pursuant to which we are able to sell, from time to time, shares of our common stock having an aggregate gross sales price of up to $ 1,000,000,000 (the “Current ATM Program”). The Current ATM Program replaced our previous $ 750,000,000 ATM program, which was established on October 25, 2023, under which we had sold shares of our common stock having an aggregate gross sales price of $ 746,153,000 through October 25, 2024.
In connection with the Current ATM Program, we may sell shares of our common stock directly through sales agents or through certain financial institutions acting as forward counterparties whereby, at our discretion, the forward counterparties, or their agents or affiliates, may borrow from third parties and subsequently sell shares of our common stock. The use of a forward equity sale agreement allows us to lock in a share price on the sale of shares of our common stock but defer settling and receiving the proceeds from the sale of shares until a later date. Additionally, the forward price that we expect to receive upon settlement of an agreement will be subject to adjustment for (i) a floating interest rate factor equal to a specified daily rate less a spread, (ii) the forward purchaser’s stock borrowing costs and (iii) scheduled dividends during the term of the agreement.
-19-
EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Direct Common Stock Issuance Activity
The following table presents the Company’s common stock issuance activity sold directly through sales agents pursuant to the Company's ATM programs during the nine months ended September 30, 2025 and the year ended December 31, 2024:
Common
Stock (1)
Weighted Average Price Gross Proceeds Net Proceeds
(In shares) (Per share) (In thousands)
Three months ended March 31, 2025
33,120 $ 183.15 $ 6,066 6,005
Three months ended June 30, 2025
— — — —
Three months ended September 30, 2025
— — — —
Nine months ended September 30, 2025
33,120 $ 183.15 $ 6,066 6,005
Twelve months ended December 31, 2024
1,373,459 $ 174.30 $ 239,390 236,996
(1) Excludes shares of common stock sold on a forward basis as described below.
Forward Equity Offering Activity
The following table presents the Company’s forward equity offering activity during the nine months ended September 30, 2025 and the year ended December 31, 2024:
Common Stock Weighted Average Price Gross Proceeds
(In shares) (Per share) (In thousands)
Forward Sale Agreements Outstanding at December 31, 2023
406,041 $ 183.92 $ 74,679
New forward sale agreements (1)
2,677,289 178.32 477,420
Forward sale agreements settled — Shares issued and proceeds
received (2)
( 2,698,077 ) 179.63 ( 484,653 )
Forward Sale Agreements Outstanding at December 31, 2024
385,253 175.07 67,446
New forward sale agreements (1)
1,043,871 182.02 190,006
Forward sale agreements settled — Shares issued and proceeds
received (3)
( 385,253 ) 175.07 ( 67,446 )
Forward Sale Agreements Outstanding at March 31, 2025
1,043,871 182.02 190,006
New forward sale agreements (1)
19,954 175.00 3,492
Forward sale agreements settled — Shares issued and proceeds
received (4)
( 416,067 ) 180.26 ( 74,999 )
Forward Sale Agreements Outstanding at June 30, 2025
647,758 182.94 118,499
New forward sale agreements (1)
— — —
Forward sale agreements settled — Shares issued and proceeds
received (5)
( 647,758 ) 182.94 ( 118,499 )
Forward Sale Agreements Outstanding at September 30, 2025
— $ — $ —
(1) The Company did not receive any proceeds from the sale of common shares by the forward counterparties at the time it entered into forward sale agreements.
(2) EastGroup settled outstanding forward equity sale agreements by issuing 2,698,077 shares of common stock in exchange for net proceeds of approximately $480,663,000.
(3) EastGroup settled outstanding forward equity sale agreements by issuing 385,253 shares of common stock in exchange for net proceeds of approximately $66,902,000.
(4) EastGroup settled outstanding forward equity sale agreements by issuing 416,067 shares of common stock in exchange for net proceeds of approximately $74,098,000.
(5) EastGroup settled outstanding forward equity sale agreements by issuing 647,758 shares of common stock in exchange for net proceeds of approximately $117,066,000.
(17) STOCK-BASED COMPENSATION
EastGroup applies the provisions of ASC 718, Compensation - Stock Compensation, to account for its stock-based compensation plans. ASC 718 requires that the compensation cost relating to share-based payment transactions be recognized in the financial statements and that the cost be measured on the fair value of the equity or liability instruments issued. The cost for market-based awards and awards that only require service are expensed on a straight-line basis over the requisite service periods. The cost for performance-based awards is determined using the graded vesting attribution method which recognizes each separate vesting portion of the award as a separate award on a straight-line basis over the requisite service period. This
-20-
EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
method accelerates the expensing of the award compared to the straight-line method. For awards with a performance condition, compensation expense is recognized when the performance condition is considered probable of achievement.
The total compensation expense for service-based and performance-based awards is based upon the fair market value of the shares on the grant date. The grant date fair value for awards that have been granted and are subject to a future market condition (total shareholder return) are determined using a Monte Carlo simulation pricing model developed to specifically accommodate the unique features of the awards.
The Company accrues dividends on unvested restricted shares and holds the certificates for the shares. Employees may vote the shares once performance-based or market-based conditions are met. Share certificates and dividends are delivered to the employee as the shares vest. Forfeitures of awards are recognized as they occur.
The Compensation Committee of the Company’s Board of Directors (the “Committee”) approves long-term and annual equity compensation awards for the Company’s executive officers. The vesting periods of the Company’s restricted stock plans vary, as determined by the Committee. Restricted stock is granted to executive officers subject to both continued service and the satisfaction of certain annual performance goals and multi-year market conditions as determined by the Committee.
The long-term compensation awards include components based on the Company’s total shareholder return over the upcoming three years and the employee’s continued service as of the vesting dates. The total shareholder return component is subject to bright-line tests that compare the Company’s total shareholder return to the member companies of the Nareit Equity Index and the Nareit industrial index. The Company begins recognizing expense for these awards based on the grant date fair value of the awards which is determined using a simulation pricing model developed to specifically accommodate the unique features of the award. These market-based awards are expensed on a straight-line basis over the requisite service period (75% vests at the end of the three-year performance period and 25% vests the following year). The long-term awards subject only to continuing employment are expensed on a straight-line basis over the requisite service period (25% vests in each of the following four years).
The annual equity compensation awards include components based on certain annual Company performance measures and individual annual performance goals over the upcoming year. The Company performance measures for 2025 are: (i) funds from operations (“FFO”) per share, (ii) cash same property net operating income change, (iii) debt-to-EBITDAre ratio, and (iv) fixed charge coverage. The Company begins recognizing expense for its estimate of the shares that could be earned pursuant to these awards on the grant date; the expense is adjusted to estimated performance levels during the performance period and to actual upon the determination of the awards. The shares are expensed using the graded vesting attribution method which recognizes each separate vesting portion of the award as a separate award on a straight-line basis over the requisite service period (34% vests at the end of the one-year performance period and 33% vests in each of the following two years). Any shares issued pursuant to the individual annual performance goals are determined by the Committee in its discretion following the performance period. The Company begins recognizing the expense for the shares on the grant date and will expense on a straight-line basis over the remaining service period (34% vests at the end of the one-year performance period and 33% vests in each of the following two years).
Equity compensation is also awarded to the Company’s non-executive officers and directors, which are subject to service only conditions and expensed on a straight-line basis over the required service period. The total compensation expense is based upon the fair market value of the shares on the grant date.
The Committee has adopted an Equity Award Retirement Policy (the “retirement policy”) which allows for accelerated vesting of unvested shares for retirement-eligible employees (defined as employees who meet certain age and years of service requirements). In order to qualify for accelerated vesting upon retirement, the eligible employees must provide required notification under the retirement policy and must retire from the Company. The Company has adjusted its stock-based compensation expense to accelerate the recognition of expense for retirement-eligible employees.
Stock-based compensation cost for employees was $ 2,870,000 and $ 9,931,000 for the three and nine months ended September 30, 2025, respectively, of which $ 451,000 and $ 1,375,000 was capitalized as part of the Company’s development costs. For the three and nine months ended September 30, 2024, stock-based compensation cost for employees was $ 2,801,000 and $ 9,249,000 , respectively, of which $ 486,000 and $ 1,526,000 was capitalized as part of the Company’s development costs.
Stock-based compensation expense for directors was $ 211,000 and $ 609,000 for the three and nine months ended September 30, 2025, respectively, and $ 211,000 and $ 554,000 for the same periods in 2024.
-21-
EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Following is a summary of the total restricted shares granted, forfeited and delivered (vested) to participants with the related weighted average grant date fair value share prices. Of the shares that vested in the nine months ended September 30, 2025, the Company withheld 24,745 shares to satisfy the tax obligations for those participants who elected this option as permitted under the applicable equity plan. As of the grant dates, the fair value of shares that were granted during the nine months ended September 30, 2025 was $ 11,928,000 . As of the vesting dates, the aggregate fair value of shares that vested during the nine months ended September 30, 2025 was $ 10,819,000 .
Three Months Ended
September 30, 2025 Nine Months Ended September 30, 2025
RESTRICTED STOCK ACTIVITY
Shares
Weighted Average Grant Date Fair Value
Shares Weighted Average Grant Date Fair Value
Unvested at beginning of period 75,136 $ 176.23 89,173 $ 160.76
Granted (1) (2)
14,250 168.36 65,104 183.22
Forfeited — — — —
Vested — — ( 64,891 ) 163.70
Unvested at end of period 89,386 $ 174.98 89,386 $ 174.98
(1) Includes restricted shares granted during the year without performance or market conditions. Also includes restricted shares granted in previous years, for long-term and annual equity compensation awards for the Company's executive officers, for which performance-based or market-based conditions have been satisfied and the resulting number of shares have been determined during the year.
(2) Does not include restricted shares subject to open performance periods. For the long-term equity compensation awards established in 2023 and 2024 and the long-term and annual equity compensation awards established in 2025, the number of shares to be earned depends on the satisfaction of performance-based or market-based conditions, which may range from zero to 155,875.
(18) FAIR VALUE OF FINANCIAL INSTRUMENTS
ASC 820, Fair Value Measurement, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also provides guidance for using fair value to measure financial assets and liabilities. The FASB Codification requires disclosure of the level within the fair value hierarchy in which the fair value measurements fall, including measurements using quoted prices in active markets for identical assets or liabilities (Level 1), quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active (Level 2) and significant valuation assumptions that are not readily observable in the market (Level 3).
The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments in accordance with ASC 820 at September 30, 2025 and December 31, 2024.
September 30, 2025 December 31, 2024
Carrying Amount (1)
Fair Value Carrying Amount (1)
Fair Value
(In thousands)
Financial Assets:
Cash and cash equivalents $ 2,981 2,981 17,529 17,529
Interest rate swap assets 11,165 11,165 21,953 21,953
Financial Liabilities:
Unsecured bank credit facilities - variable rate (2 )
45,000 45,111 — —
Unsecured debt (2)
1,440,000 1,368,579 1,510,000 1,403,754
Interest rate swap liabilities 2,414 2,414 — —
(1) Carrying amounts shown in the table are included on the Consolidated Balance Sheets under the indicated captions, except as explained below.
(2) Carrying amounts and fair values shown in the table exclude debt issuance costs (see Note 10 for additional information).
The following methods and assumptions were used to estimate the fair value of each class of financial instruments:
• Cash and cash equivalents: The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The carrying amounts approximate fair value due to the short maturity of those instruments.
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EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
• Interest rate swap assets (included in Other assets, net on the Consolidated Balance Sheets): The instruments are recorded at fair value based on models using inputs, such as interest rate yield curves, SOFR swap curves, observable for substantially the full term of the contract (Level 2 input). See Note 14 for additional information on the Company’s interest rate swaps.
• Unsecured bank credit facilities: The fair value of the Company’s unsecured bank credit facilities is estimated by discounting expected cash flows at current market rates (Level 2 input), excluding the effects of debt issuance costs.
• Unsecured debt: The fair value of the Company’s unsecured debt is estimated by discounting expected cash flows at the rates currently offered to the Company for debt of the same remaining maturities, as advised by the Company’s bankers (Level 2 input), excluding the effects of debt issuance costs.
• Interest rate swap liabilities (included in Other liabilities on the Consolidated Balance Sheets): The instruments are recorded at fair value based on models using inputs, such as interest rate yield curves, SOFR swap curves, observable for substantially the full term of the contract (Level 2 input). See Note 14 for additional information on the Company’s interest rate swaps.
(19) RISKS AND UNCERTAINTIES
The state of the overall economy can significantly impact the Company’s operational performance and thus impact its financial position. Should EastGroup experience a significant decline in operational performance, it may affect the Company’s ability to make distributions to its shareholders, service debt or meet other financial obligations.
(20) LEGAL MATTERS
The Company is not presently involved in any material litigation nor, to its knowledge, is any material litigation threatened against the Company or its properties, other than routine litigation arising in the ordinary course of business.
(21) RECENT ACCOUNTING PRONOUNCEMENTS
EastGroup has evaluated all ASUs recently released by the FASB through the date the financial statements were issued and determined that the following ASUs apply to the Company.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses , and in January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date . ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. Amendments should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date, or (2) retrospectively to all prior periods presented in the financial statements. EastGroup does not expect the adoption to have a material impact on its financial condition, results of operations or disclosures.
(22) SUBSEQUENT EVENTS
Subsequent to September 30, 2025, EastGroup acquired 16.2 acres in the Northeast submarket of Dallas for approximately $ 10,200,000 . This land is expected to accommodate the future development of two buildings containing approximately 180,000 square feet.
In October 2025, the Company repaid maturing senior unsecured notes totaling $ 75,000,000 with a weighted average fixed interest rate of 3.98 %.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.