What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2026-02-12 compared with 2025-02-13 · 23 added, 23 removed, 355 unchanged (11% of the section changed)

9 unchanged sentences

Some of our leases provide for the payment, in addition to base rent, of additional rent above the base amount according to a specified percentage of the gross sales generated by the tenants and generally provide for reimbursement of real estate taxes and expenses of operating the property.

Economic, legal, and/or competitive conditions, as well as public health concerns, may impact the success of our tenants’ retail operations and therefore the amount of rent and expense reimbursements we receive from our tenants.

Economic, legal, and/or competitive conditions, such as impacts from higher tariffs, changing interest rates, the cost and availability of labor, and changes in federal government spending, may impact the success of our tenants’ retail operations and therefore the amount of rent and expense reimbursements we receive from our tenants.

Any reduction in our tenants' abilities to pay base rent, percentage rent, or other charges on a timely basis, including the closing of stores prior to the end of the lease term or the filing by any of our tenants for bankruptcy protection, will adversely affect our financial condition and results of operations.

20 unchanged sentences

Factors that may negatively affect economic conditions in these states include:

• business layoffs or downsizing;

• business or government layoffs or downsizing;

• industry slowdowns;

1 unchanged sentence

• increasing interest rates;

• introduction of new or higher tariffs;

• significant decrease in federal government spending;

• increased business restrictions due to health crises;

30 unchanged sentences

• higher than estimated construction or operating costs, including labor and material costs;

• possible delay in completion of a project because of a number of factors, including COVID-19, supply chain disruptions and shortages, inflation, weather, labor disruptions, construction delays or delays in receipt of zoning or other regulatory approvals, acts of terror or other acts of violence, or acts of God (such as fires, earthquakes or floods).

• possible delay in completion of a project because of a number of factors, including public health crises (such as worldwide pandemics), supply chain disruptions and shortages, inflation, climate change and weather, labor disruptions, construction delays or delays in receipt of zoning or other regulatory approvals, acts of terror or other acts of violence, or acts of God (such as fires, earthquakes or floods).

Redevelopments and acquisitions may fail to perform as expected.

24 unchanged sentences

As a result, cash flow from the operations of our properties may be reduced if a tenant does not pay its rent or we are unable to rent our properties on favorable terms.

Under those circumstances, we might not be able to enforce our rights as landlord without delays and may incur substantial legal costs.

Under those circumstances, we might not be able to enforce our rights as landlord without

delays and may incur substantial legal costs.

Additionally, new properties that we may acquire or redevelop may not produce any significant revenue immediately, and the cash flow from existing operations may be insufficient to pay the operating expenses and debt service associated with such new properties until they are fully occupied.

22 unchanged sentences

Our existing and future joint investments may subject us to special risks, including the possibility that our partners or co-investors might become bankrupt, that those partners or co-investors might have economic or other business interests or goals which are unlike or incompatible with our business interests or goals, that those partners or co-investors might be in a position to take action contrary to our suggestions or instructions, or in opposition to our policies or objectives, and that disputes may develop with our joint venture partners over decisions affecting the property or the joint venture, which may result in litigation or arbitration or some other form of dispute resolution.

Although as of December 31, 2024, we held the controlling interests in all of our existing co-investments (except the hotel investment discussed above, the investment in the La Alameda shopping center acquired in 2017, and the investment in the Chandler Festival and Chandler Gateway shopping centers acquired in 2022), we generally must obtain the consent of the co-investor or meet defined criteria to sell or to finance these properties.

Although as of December 31, 2025, we held the controlling interests in all of our existing co-investments (except the hotel investment discussed above and the investments in the La Alameda, Chandler Festival, and Chandler Gateway shopping centers), we generally must obtain the consent of the co-investor or meet defined criteria to sell or to finance these properties.

Joint ownership gives a third party the opportunity to influence the return we can achieve on some of our investments and may adversely affect our ability to make distributions to our shareholders.

8 unchanged sentences

In addition, insurance companies may no longer offer coverage against certain types of losses, such as losses due to terrorist acts, pandemics, and toxic mold, or, if offered, the expense of obtaining these types of insurance may not be justified.

We therefore may cease to have insurance coverage against certain types of losses and/or there may be decreases in the limits of insurance available.

We therefore may cease to have insurance

coverage against certain types of losses and/or there may be decreases in the limits of insurance available.

If an uninsured loss or a loss in excess of our insured limits occurs, we could lose all or a portion of the capital we have invested in a property, as well as the anticipated future revenue from the property, but still remain obligated for any mortgage debt or other financial obligations related to the property.

We cannot guarantee that material losses in excess of insurance proceeds will not occur in

We cannot guarantee that material losses in excess of insurance proceeds will not occur in the future.

If any of our properties were to experience a catastrophic loss, it could seriously disrupt our operations, delay revenue and result in large expenses to repair or rebuild the property.

27 unchanged sentences

Of that outstanding debt, approximately $523.2 million was secured by all or a portion of 8 of our real estate projects.

As of December 31, 2024, approximately 86.7% of our debt is fixed rate or is fixed via interest rate swap agreements, which includes all of our property secured debt and our unsecured senior notes.

As of December 31, 2025, approximately 82.6% of our debt is fixed rate or is fixed via interest rate swap agreements.

Our organizational documents do not limit the level or amount of debt that we may incur.

13 unchanged sentences

We are obligated to comply with financial and other covenants pursuant to our debt obligations that could restrict our operating activities, and the failure to comply with such covenants could result in defaults that accelerate payment under our debt agreements.

Our revolving credit facility, unsecured term loan, and certain series of notes include financial covenants that may limit our operating activities in the future.

Our revolving credit facility, unsecured term loans, and certain series of notes include financial covenants that may limit our operating activities in the future.

We are also required to comply with additional covenants that include, among other things, provisions:

16 unchanged sentences

Our growth strategy is focused on the development and redevelopment of properties we already own and the acquisition of additional properties.

We believe that it will be difficult to fund our expected growth with cash from operating activities because, in addition to other requirements, we are generally required to distribute to our shareholders at least 90% of our taxable income each year to continue to qualify as a REIT for federal income tax purposes.

We believe that it will be difficult to fund our expected growth with cash from operating activities

because, in addition to other requirements, we are generally required to distribute to our shareholders at least 90% of our taxable income each year to continue to qualify as a REIT for federal income tax purposes.

As a result, we must rely primarily upon the availability of debt or equity capital, which may or may not be available on favorable terms or at all.

5 unchanged sentences

Rising interest rates could adversely affect our cash flow and the market price of our outstanding debt and preferred shares.

Of our $4.5 billion of debt outstanding as of December 31, 2024, approximately $852.1 million bears interest at a variable rate, of which, $600.0 million is our unsecured term loan that bears interest at a variable rate of SOFR plus 85 basis points plus 0.10%.

The remaining $252.1 million is comprised of a $200.0 million mortgage payable that bears interest at a variable rate of SOFR plus 95 basis points, which is effectively fixed by three interest rate swap agreements through the initial maturity date, and $52.1 million in mortgages payable that bear interest at a variable rate of SOFR plus 195 basis points and are effectively fixed by two interest rate swap agreements.

We also have a $1.25 billion revolving credit facility, on which no balance was outstanding at December 31, 2024, that bears interest at SOFR plus 77.5 basis points, plus 0.10%.

Of our $5.0 billion of debt outstanding as of December 31, 2025, approximately $1.4 billion bears interest at a variable rate.

We have entered into interest rate swaps on $500.6 million of this variable rate debt to effectively fix the rate and limit our exposure to variable rates.

We have a $1.25 billion revolving credit facility, which bears interest at SOFR plus 77.5 basis points, of which $310.0 million was outstanding at December 31, 2025, and we have a $250.0 million term loan that bears interest at SOFR plus 85 basis points, of which no amount was outstanding at December 31, 2025.

We may borrow additional funds at variable interest rates in the future.

58 unchanged sentences

In addition, we would be subject to a 4% excise tax if we fail to distribute sufficient income to meet a minimum distribution test based on our ordinary income, capital gain and aggregate undistributed income from prior years.

We intend to make distributions to shareholders to comply with the Code’s

distribution provisions and to avoid federal income and excise tax.

We intend to make distributions to shareholders to comply with the Code’s distribution provisions and to avoid federal income and excise tax.

We may need to borrow funds to meet our distribution requirements because:

24 unchanged sentences

If this were to happen, it could delay, deter or prevent a change in control or the removal of existing management.

These provisions also may delay or prevent the shareholders from receiving a premium for their common shares over then-prevailing market prices.

provisions also may delay or prevent the shareholders from receiving a premium for their common shares over then-prevailing market prices.

These provisions include:

66 unchanged sentences

We rely extensively on information technology systems to process transactions and manage our business, and our business is at risk from and may be impacted by cybersecurity incidents.

These could include attempts to gain unauthorized access to our data and computer systems as well as attacks on third party's information technology systems that we rely on to provide important information technology services relating to key business functions, such as payroll.

These could include attempts to gain unauthorized access to our data and computer systems as well as attacks on third party's information technology systems that we rely on to provide important

information technology services relating to key business functions, such as payroll.

Cyber attacks can be both individual and/or highly organized attempts by very sophisticated hacking organizations.

1 unchanged sentence

A successful attack could adversely affect our business operations, results of operations, or financial condition by, among other things, disrupting our collection of revenue, interfering with our ability to satisfy our financial obligations by restricting access to our assets, or causing inaccuracies in our financial reporting.

We employ a number of measures to prevent, detect, and mitigate these threats, which include password encryption, multi-factor

authentication, frequent password change events, firewall detection systems, anti-virus software in-place, frequent backups, a redundant data system for core applications, and penetration testing;

We employ a number of measures to prevent, detect, and mitigate these threats, which include password encryption, multi-factor authentication, frequent password change events, firewall detection systems, anti-virus software in-place, frequent backups, a redundant data system for core applications, and penetration testing;

however, there is no guarantee such efforts will be successful in preventing a material cybersecurity incident.

UNRESOLVED STAFF COMMENTS

CYBER SECURITY

Please see Item 7.

"Managements's Discussion and Analysis of Financial Condition and Results of Operations - Cyber Security" for discussion regarding the cyber security policies of the Company.

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 1A. Risk Factors