What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-02-11 compared with 2025-02-12 · 29 added, 75 removed, 95 unchanged (52% of the section changed)

EastGroup Properties, Inc., which we refer to in this Annual Report as the “Company,” “EastGroup,” “we,” “us” or “our,” is an internally-managed equity REIT first organized in 1969.

EastGroup is focused on the development, acquisition and operation of industrial properties in major Sunbelt markets throughout the United States, primarily in the states of Texas, Florida, California, Arizona and North Carolina.

EastGroup is focused on the development, acquisition and operation of industrial properties in high-growth markets throughout the United States, primarily in the states of Texas, Florida, California, Arizona and North Carolina.

EastGroup’s strategy for growth is based on ownership of premier distribution facilities generally clustered near major transportation features in supply-constrained submarkets.

18 unchanged sentences

EastGroup’s goal is to maximize shareholder value by being a leading provider in its markets of functional, flexible and quality business distribution space for location-sensitive customers (primarily in the 20,000 to 100,000 square foot range).

The Company develops, acquires and operates distribution facilities, the majority of which are clustered around major transportation features in supply-constrained submarkets in major Sunbelt regions.

The Company develops, acquires and operates distribution facilities, the majority of which are clustered around major transportation features in supply-constrained submarkets in high-growth regions.

The Company’s core markets are in the states of Texas, Florida, California, Arizona and North Carolina.

As of December 31, 2025, EastGroup owned 550 industrial properties in 12 states.

As of that same date, the Company’s portfolio, including development projects and value-add properties in lease-up and under construction, included approximately 63.1 million square feet consisting of 497 business distribution properties containing 57.8 million square feet, 17 bulk distribution properties containing 4.4 million square feet, and 22 business service properties containing 900,000 square feet.

As of December 31, 2024 , EastGroup’s operating portfolio was 97.1% leased to tenants in approximately 1,600 leases, with no single tenant accounting for more than approximately 1.6% of the Company’s annualized based rent (as defined in Item 2.

As of that same date, the Company’s portfolio, including development projects and value-add properties in lease-up and under construction, included approximately 65,000,000 square feet consisting of 510 business distribution properties containing 59,300,000 square feet, 19 bulk distribution properties containing 4,900,000 square feet, and 21 business service properties containing 800,000 square feet.

As of December 31, 2025, EastGroup’s operating portfolio was 97.0% leased to tenants in approximately 1,700 leases, with no single

tenant accounting for more than approximately 1.5% of the Company’s annualized base rent (as defined in Item 2.

Properties ) for the year ended December 31, 2025.

1 unchanged sentence

During 2025, EastGroup increased its holdings in real estate properties through its acquisition and development programs.

The Company acquired 2,474,000 square feet of operating properties and 61.1 acres of land for a total of $403,773,000.

Also during 2024, the Company began construction of 10 development projects containing 1,585,000 square feet and transferred seven projects, which contain 1,519,000 square feet and had costs of $199,971,000 at the date of transfer, from its development and value-add program to real estate properties.

During 2024, EastGroup sold a group of operating properties in the Jackson, Mississippi market, containing 159,000 square feet and disposed of 5.4 acres of land in two markets, generating gross sales proceeds of $18,311,000.

In the near term, the Company funds its development and acquisition programs through its $675,000,000 unsecured bank credit facilities, as discussed under the heading Liquidity and Capital Resources in Part II, Item 7 of this Annual Report on Form 10-K.

The Company acquired 739,000 square feet of operating properties and 300.4 acres of development land for a total of $261,683,000.

Also during 2025, the Company began construction of a redevelopment project and six development projects containing 1,439,000 square feet and transferred 11 projects, which contain 2,109,000 square feet and had costs of $279,082,000 at the date of transfer, from its development and value-add program to real estate properties.

During 2025, EastGroup sold a 12,000 square foot operating property in San Francisco, generating gross sales proceeds of $3,573,000.

The Company did not recognize a gain or loss on this disposition.

The Company typically funds its development and acquisition programs through its $675,000,000 unsecured bank credit facilities, as discussed under the heading Liquidity and Capital Resources in Part II, Item 7 of this Annual Report on Form 10-K.

As market conditions permit, EastGroup issues equity or employs fixed rate debt, including variable rate debt that has been swapped to an effectively fixed rate through the use of interest rate swaps, to replace short-term bank borrowings.

Moody’s Investors Service has assigned EastGroup an issuer rating of Baa2 with a stable outlook.

In May 2025, Moody’s Ratings affirmed EastGroup's issuer rating of Baa2 and changed its rating outlook from stable to positive.

A security rating is not a recommendation to buy, sell, or hold securities and may be subject to revision or withdrawal at any time by the assigning rating agency.

1 unchanged sentence

For future debt issuances, the Company intends to issue primarily unsecured fixed rate debt, including variable rate debt that has been swapped to an effectively fixed rate through the use of interest rate swaps.

The Company may also access the public debt market in the future as a means to raise capital.

EastGroup plans to hold its properties as long-term investments but may determine to sell certain properties that no longer meet its investment criteria.

The Company may also access the public debt or convertible bond markets in the future as a means to raise capital.

EastGroup plans to hold its properties as long-term investments but may decide to sell certain properties that no longer meet its investment criteria.

The Company may provide financing to a prospective purchaser in connection with such sales of property if market conditions require.

13 unchanged sentences

Many such laws impose liability without regard to whether the owner knows of, or was responsible for, the presence of such hazardous or toxic substances.

The presence of such substances, or the failure to properly remediate such substances, may adversely affect the owner’s ability to sell or rent such property or to use such property as collateral in its borrowings.

EastGroup’s properties have generally been subject to Phase I Environmental Site Assessments (“ESAs”) by independent environmental consultants and, as necessary, have

been subjected to Phase II ESAs.

The presence of such substances, or the failure to properly remediate such substances, may adversely affect the owner’s ability to

sell or rent such property or to use such property as collateral in its borrowings.

EastGroup’s properties have generally been subject to Phase I Environmental Site Assessments (“ESAs”) by independent environmental consultants and, as necessary, have been subjected to Phase II ESAs.

These reports have not revealed any potential significant environmental liability.

3 unchanged sentences

Corporate Responsibility Matters

EastGroup’s commitment to corporate responsibility initiatives is evidenced by its building standards, corporate policies and procedures and company culture.

EastGroup’s commitment to corporate responsibility is evidenced by its building standards, corporate policies and procedures and company culture.

At EastGroup, protecting the environment is important to the Company’s employees, customers and communities.

8 unchanged sentences

During 2025, EastGroup continued to work with a sustainability consulting firm to track and benchmark the Company's environmental data and further expand its corporate responsibility policies, practices and voluntary disclosures.

Using the data obtained from these efforts, EastGroup completed its second annual GRESB ® Real Estate Assessment, which provided the Company with additional insight into its environmental, social and governance management and performance as compared to its industry peers.

The Company also adopted its Corporate Responsibility Policy during 2024, formalizing EastGroup's commitments, goals and targets related to topics such as environmental sustainability, climate resilience, social responsibility, stakeholder engagement and corporate governance.

EastGroup assesses climate-related risks using information obtained through third-party risk and resilience assessments and seeks to engage with tenants on climate risk and other environmental matters, including through newsletters, recycling initiatives, Earth Day celebrations, and other tenant appreciation events at many of its properties.

Using the data obtained from these efforts, EastGroup completed its third annual GRESB ® Real Estate Assessment, which provided the Company with additional insight into its environmental, social and governance management and performance as compared to its industry peers.

The Company adopted its Corporate Responsibility Policy during 2024, formalizing EastGroup's commitments, goals and targets related to topics such as environmental sustainability, climate resilience, social responsibility, stakeholder engagement and corporate governance.

EastGroup assesses climate-related risks using information obtained through third-party risk and resilience assessments and seeks to engage with tenants on climate risk and other environmental matters through biennial engagement surveys, periodic newsletters and engagement activities at many of its properties, including recycling initiatives, Earth Day celebrations and other tenant appreciation events.

In addition, EastGroup and its employees are committed to social responsibility and are active participants in the communities where they live and work.

7 unchanged sentences

• Workforce Diversity:

As of December 31, 2024 , we employed 101 team members, across 15 locations in Texas, Florida, California, Arizona, North Carolina, Nevada, Georgia, Mississippi and South Carolina.

As of such date,

100% of these employees were full-time and none were members of a union or subject to a collective bargaining agreement.

As of December 31, 2025, we employed 103 full-time team members and one temporary employee, across 16 locations in Texas, Florida, California, Arizona, North Carolina, Nevada, Georgia, Mississippi and South Carolina.

As of such date, none of these employees were members of a union or subject to a collective bargaining agreement.

Unless otherwise noted, the human capital metrics and initiatives described below reflect our full-time employee base as of December 31, 2025.

Our team is comprised of the following types of personnel:

2 unchanged sentences

• our corporate leadership team.

As of December 31, 2024 , our employee base is gender diverse, comprised of 72% women and 28% men.

Also, of the employees hired during the year ended December 31, 2024 , 67% are women.

Our employee base is comprised of 73% women and 27% men, and 13% of our employees self-identified as members of a racial or ethnic minority group.

Of the employees hired during the year ended December 31, 2025, 78% were women and 22% self-identified as members of a racial or ethnic minority group.

The officer group is comprised of 47% women and 53% men.

As of December 31, 2024 , 14% of our employees self-identified as members of a racial or ethnic minority group.

Our Board of Directors is 29% comprised of women, and one of the seven Board members is a member of a racial or ethnic minority group.

With 101 employees and seven directors, each team member plays a vital role in the success of the Company.

Women constitute 29% of our Board of Directors, and one of the seven directors self-identified as a member of a racial or ethnic minority group.

• Employee Tenure:

11 unchanged sentences

learning objectives include topics such as ethics and anti-corruption, cybersecurity, anti-discrimination, diversity, equity and inclusion, unconscious bias, anti-harassment, and workplace violence and bullying.

Additional trainings covering numerous environmental sustainability topics and trends are available to employees through our third-party sustainability consultant.

Additional training covering numerous environmental sustainability topics and trends are available to employees through our third-party sustainability consultant.

All of our employees participate in annual performance reviews and feedback sessions.

4 unchanged sentences

We value our employees, and our focus on human capital management and other corporate responsibility initiatives is at the forefront of discussions and decisions with both management and the Board of Directors.

We conduct biennial employee engagement surveys and use the results as part of our efforts to enhance workplace culture, performance and employee experience.

On a regular basis, Company management holds corporate responsibility discussions with the Board of Directors;

in 2025, our management and the Board of Directors formally met to discuss these topics four times.

The Nominating and Corporate Governance Committee of the Board of Directors has direct oversight of our corporate responsibility program and initiatives, and in 2024, met for two formal discussions on these topics and also received periodic updates from Company management.

Supplemental U.S.

Federal Income Tax Considerations

The following discussion supplements and updates the disclosures under “Certain United States Federal Income Tax Considerations” in the prospectus dated December 16, 2022, contained in our Registration Statement on Form S-3 filed with the

SEC on December 16, 2022.

Capitalized terms herein that are not otherwise defined shall have the same meaning as when used in such disclosures (as supplemented).

On December 29, 2022, the IRS promulgated final Treasury Regulations under Sections 897, 1441, 1445, and 1446 of the Code that were, in part, intended to coordinate various withholding regimes for non-U.S.

stockholders.

The new Treasury Regulations provide that:

(i) The withholding rules applicable to ordinary REIT dividends paid to a non-U.S.

stockholder (generally, a 30% rate of withholding on gross amounts unless otherwise reduced by treaty or effectively connected with such non-U.S.

stockholder’s trade or business within the U.S.

and proper certifications are provided) will apply to (a) that portion of any distribution paid by us that is not designated as a capital gain dividend, a return of basis or a distribution in excess of the non-U.S.

stockholder’s adjusted basis in its stock that is treated as gain from the disposition of such stock and (b) any portion of a capital gain dividend paid by us that is not treated as gain attributable to the sale or exchange of a U.S.

real property interest by reason of the recipient not owning more than 10% of a class of our stock that is regularly traded on an established securities market during the one-year period ending on the date of the capital gain dividend.

(ii) The withholding rules under FIRPTA will apply to a distribution paid by us in excess of a non-U.S.

stockholder’s adjusted basis in our stock, unless the interest in our stock is not a U.S.

real property interest (for example, because we are a domestically controlled qualified investment entity) or the distribution is paid to a “withholding qualified holder.” A “withholding qualified holder” means a qualified holder (as defined below) and a foreign partnership all of the interests of which are held by qualified holders, including through one or more partnerships.

(iii) The withholding rules under FIRPTA will apply to any portion of a capital gain dividend paid to a non-U.S.

stockholder that is attributable to the sale or exchange of a U.S.

real property interest, unless it is paid to a withholding qualified holder.

In the case of FIRPTA withholding under clause (ii) above, the applicable withholding rate is currently 15%, and in the case of

FIRPTA withholding under clause (iii) above the withholding rate is currently 21%.

For purposes of FIRPTA withholding under clause (iii), whether a capital gain dividend is attributable to the sale or exchange of a U.S.

real property interest is determined taking into account the general exception from FIRPTA distribution treatment for distributions paid to certain non-U.S.

stockholders under which any distribution by us to a non-U.S.

stockholder with respect to any class of stock which is regularly traded on an established securities market located in the United States is not treated as gain recognized from the sale or exchange of a U.S.

real property interest if such non-U.S.

stockholder did not own more than 10% of such class of stock at any time during the one-year period ending on the date of such distribution.

To the extent inconsistent, these Treasury Regulations supersede the discussion on withholding contained in the above-referenced disclosures (as supplemented) under the heading “Taxation of Non-U.S.

Shareholders.” However, if, notwithstanding these Treasury Regulations, we encounter difficulties in properly characterizing a distribution for purposes of the withholding rules, we may decide to withhold on such distribution at the highest possible U.S.

federal withholding rate that we determine could apply.

Treasury Regulations also provide new guidance regarding qualified foreign pension funds.

Accordingly, the discussion contained in the paragraph under “Certain United States Federal Income Tax Considerations – Taxation of Non-U.S.

Shareholders – Qualified Foreign Pension Funds” is hereby deleted and replaced with the following:

Qualified Foreign Pension Funds .

In general, for FIRPTA purposes, and subject to the discussion below regarding “qualified holders,” neither a “qualified foreign pension fund” (as defined below) nor any entity all of the interests of which are held by a qualified foreign pension fund is treated as a foreign person, thereby exempting such entities from tax under FIRPTA.

A “qualified foreign pension fund” is an organization or arrangement (i) created or organized in a foreign country, (ii) established by a foreign country (or one or more political subdivisions thereof) or one or more employers to provide retirement or pension benefits to current or former employees (including self-employed individuals) or their designees as a result of, or in consideration for, services rendered, (iii) which does not have a single participant or beneficiary that has a right to more than 5% of its assets or income, (iv) which is subject to government regulation and with respect to which annual information about its beneficiaries is provided, or is otherwise available, to relevant local tax authorities and (v) with respect to which, under its local laws, (A) contributions that would otherwise be subject to tax are deductible or excluded from its gross income or taxed at a reduced rate, or (B) taxation of its investment income is deferred, or such income is excluded from its gross income or taxed at a reduced rate.

Under Treasury Regulations, subject to the discussion below regarding “qualified holders,” a “qualified controlled entity” also is not generally treated as a foreign person for purposes of FIRPTA.

A qualified controlled entity generally includes a trust or corporation organized under the laws of a foreign country all of the interests of which are held by one or more qualified foreign pension funds either directly or indirectly through one or more qualified controlled entities.

Treasury Regulations further require that a qualified foreign pension fund or qualified controlled entity will not be exempt from FIRPTA with respect to dispositions of U.S.

real property interests or REIT distributions attributable to the same unless the qualified foreign pension fund or qualified controlled entity is a “qualified holder.” To be a qualified holder, a qualified foreign pension fund or qualified controlled entity must satisfy one of two alternative tests at the time of the disposition of the U.S.

real property interest or the REIT distribution.

Under the first test, a qualified foreign pension fund or qualified controlled entity is a qualified holder if it owned no U.S.

real property interests as of the earliest date during an uninterrupted period ending on the date of the disposition or distribution during which it qualified as a qualified foreign pension fund or qualified controlled entity.

Alternatively, if a qualified foreign pension fund or qualified controlled entity held U.S.

real property interests as of the earliest date during the period described in the preceding sentence, it can be a qualified holder only if it satisfies certain testing period requirements.

Treasury Regulations also provide that a foreign partnership all of the interests of which are held by qualified holders, including through one or more partnerships, may certify its status as such and will not be treated as a foreign person for purposes of withholding under Section 1445 of the Code (and Section 1446 of the Code, as applicable).

The Nominating and Corporate Governance Committee of the Board of Directors has direct oversight of our corporate responsibility program and initiatives, and in 2025, met for one formal discussion on these topics and also received periodic updates from Company management.

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

What changed 10-K

Item 1. Business