What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-02-12 compared with 2025-02-13 · 198 added, 155 removed, 346 unchanged (51% of the section changed)

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Unless stated otherwise or the context otherwise requires, "we," "our," and "us" means the Trust and its business and operations conducted through its directly and indirectly owned subsidiaries, including the Operating Partnership.

We specialize in the ownership, management, and redevelopment of high quality retail and mixed-use properties located primarily in communities where we believe demand exceeds supply, in strategically selected metropolitan markets in the Northeast and Mid-Atlantic regions of the United States, California, and South Florida.

As of December 31, 2024, we owned or had a majority interest in community and neighborhood shopping centers and mixed-use properties which are operated as 102 predominantly retail real estate projects comprising approximately 26.8 million commercial square feet.

We specialize in the ownership, management, and redevelopment of high quality retail and mixed-use properties.

These properties are located primarily in major coastal markets and select underserved markets that we believe have strong economic and demographic fundamentals.As of December 31, 2025, we owned or had a majority interest in community and neighborhood shopping centers and mixed-use properties which are operated as 104 predominantly retail real estate projects comprising approximately 28.8 million commercial square feet.

In total, the real estate projects were 96.1% leased and 94.1% occupied at December 31, 2025.

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General Economic Conditions

The economy continues to face several issues including inflation risk, high interest rates, and potentially worsening economic conditions, which presents risks for our business and our tenants.

Significant uncertainty continues within the macro-economic environment including concerns over inflation, changing interest rates, new or higher tariffs and their impact on trade and prices, increases or decreases in federal government spending, and potentially worsening economic conditions, which presents risks for our business and tenants.

We continue to monitor and address risks related to the general state of the economy.

We believe that the actions we have taken to improve our financial position and maximize our liquidity will continue to mitigate the impact to our cash flow caused by tenants not timely paying contractual rent.

We believe the actions we have taken to maintain a strong financial position and reinforce our liquidity will continue to mitigate the negative short term impacts of the current economic environment.

The extent of the future effects on our business, results of operations, cash flows, and growth strategies is highly uncertain and will ultimately depend on future developments, none of which can be predicted.

Additional discussion of the impact of current economic conditions on our results and long-term operations can be found throughout Item 7 and Item 1A .

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We actively endeavor to operate and develop our properties in a sustainable, responsible, and effective manner with the objective being to drive long-term growth and aid in value creation for our shareholders, tenants, employees, and local communities.

We have aligned our program and efforts with the United Nations Sustainable Development Goals, as described in our Sustainability Policy and our 2023 Environmental Social and Governance Report, which are provided only for informational purposes on our website and not incorporated by reference herein.

We are committed to implementing sustainable business practices at our operating properties that focus on energy efficiency, water conservation and waste minimization and have established greenhouse gas (GHG) emissions reduction targets in accordance with the Science-Based Targets initiative as well as energy reduction targets.

To achieve these targets, we are actively addressing energy efficiency projects on site such as upgrading to LED lighting, procuring green energy, reducing electric consumption, and increasing our onsite solar generation capacity.

We have installed on-site solar systems at 28 of our properties with a capacity of 15 MW with more projects actively in progress.

We also installed electric vehicle car charging

stations in numerous properties throughout our portfolio.

We currently have over 400 charging stations in operation with more under construction.

We have aligned our program and efforts with the United Nations Sustainable Development Goals, as described

in our Sustainability Policy and our 2024 sustainability report, which are provided only for informational purposes on our website and not incorporated by reference herein.

To achieve this target, we are actively addressing energy efficiency projects on site such as upgrading to LED lighting, procuring zero carbon energy, reducing electric consumption, and increasing our onsite solar generation capacity.

We have installed on-site solar systems at 28 of our properties with a capacity of 15.3 MW.

We also installed electric vehicle car charging stations in numerous properties throughout our portfolio.

We currently have nearly 500 charging stations in operation with more planned.

We also understand that we face risks presented by climate change and are working to evaluate our risk exposure.

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We currently have 25 LEED certified buildings and our Pike & Rose project has achieved LEED for Neighborhood Development Stage 3 Gold certification.

Cyber Security

Our chief information officer, who has over 30 years of experience in managing information systems for real estate companies, heads our internal team of technology professionals who are responsible for managing our cybersecurity risks, which includes identifying our primary areas of risk, establishing processes, procedures, and systems to mitigate those risks and identifying and remediating any breaches that may occur.

Cybersecurity risk management falls under our general counsel as part of our overall risk management program, which is ultimately overseen by the Audit Committee of the Board of Trustees.

Our team is supported by a third party company that we have retained to act as our chief information security officer based on the third party company's experience in preventing cybersecurity incidents, advising clients about appropriate cybersecurity procedures and processes, and assessing the integrity of those procedures and processes.

The assessment and management of our cybersecurity risks covers all of our internal systems as well as the systems of third parties who maintain our data.

We rely on our management team's experience in risk management, in consultation with our third party advisor, to appropriately address cybersecurity threats.

As part of our processes to manage risks from cybersecurity threats, we have developed and enforce company-wide policies related to password encryption, strength and expiration, we require multi-factor authentication where appropriate, and we conduct regular employee training about our policies and cybersecurity threats.

We make use of firewalls, anti-virus software, backups, redundancies, regular penetration testing, and our systems monitor and flag irregularities in how our information systems are accessed or used.

Any known cybersecurity incidents would be reported by our chief information officer to our general counsel and disclosure committee for evaluation and remediation, and for a determination of how we might develop further security systems and procedures to address evolving cybersecurity threats.

Management provides written and verbal updates to the Audit Committee at least quarterly identifying our primary areas of risk, actions taken or planned to be taken to mitigate those risks, and specific activities undertaken during the quarter, including employee training and the results of that training.

Management would also provide updates to seek oversight from the Audit Committee on an ad hoc basis in connection with any material cybersecurity incident, should one occur.

We have not experienced any cybersecurity incident that has had a material impact on our business strategy, results of operations, or financial condition.

For more information, see Item 1A.

Risk Factors ("We face risks relating to cybersecurity threats that could cause loss of confidential information and other business distributions").

Critical Accounting Policies and Estimates

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If a tenant vacates its space prior to contractual termination of its lease, the unamortized balance of any acquired lease value is written off to rental income.

During 2024 and 2023, we acquired properties included in our consolidated financial statements with a total purchase price of $341.0 million.

During 2025 and 2024, we acquired properties included in our consolidated financial statements with a total purchase price of $1.0 billion.

$11.7 million, or 1% of the total purchase price was allocated to above market lease assets and $71.6 million, or 7% was allocated to below market lease liabilities.

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These estimates have a direct impact on net income, because recording an impairment charge results in a negative adjustment to net income.

During the fourth quarter of 2025, we recognized a $7.4 million impairment charge related to our North Dartmouth property, as a result of an impairment analysis.

Recently Adopted and Recently Issued Accounting Pronouncements

See Note 2 to the consolidated financial statements.

2024 Acquisitions and Dispositions

On May 31, 2024, we acquired the fee interest in Virginia Gateway, which is comprised of five adjacent shopping centers in Gainesville, Virginia, totaling 664,000 square feet, for $215.0 million.

2025 and 2026 Acquisitions and Dispositions

During the year ended December 31, 2025, we acquired the following properties:

Date Acquired Property City/State Gross Leasable Area (GLA) Purchase Price

(in square feet) (in millions)

February 25, 2025 Del Monte Shopping Center Monterey, California 675,000 $ 123.5 (1)

July 1, 2025 Town Center Crossing and Town Center Plaza Leawood, Kansas 552,000 $ 289.0 (2)

October 10, 2025 Annapolis Town Center Annapolis, Maryland 479,000 $ 187.0 (3)

November 24, 2025 Village Pointe Omaha, Nebraska 452,000 $ 153.3 (4)

(1) Approximately $17.7 million and $0.8 million of net assets were allocated to other assets for "acquired lease costs" and "above market leases," respectively, and $23.5 million of net assets acquired were allocated to other liabilities for "below market leases."

(2) Approximately $31.0 million and $6.5 million of net assets were allocated to other assets for "acquired lease costs" and "above market leases," respectively, and $11.4 million of net assets acquired were allocated to other liabilities for "below market leases."

(3) Approximately $18.0 million and $2.9 million of net assets acquired were allocated to other assets for "acquired lease costs" and "above market leases," respectively, and $9.0 million of net assets acquired were allocated to other liabilities for "below market leases."

On July 31, 2024, we acquired the fee interest in Pinole Vista Crossing, a 216,000 square foot retail shopping center in Pinole, California for $60.0 million.

Approximately $5.7 million of net assets acquired were allocated to other assets for "acquired lease costs," and $4.0 million of net assets acquired were allocated to other liabilities for "below market leases."

During the year ended December 31, 2024, we sold our Third Street Promenade property and a portion of our White Marsh Other property for sales prices totaling $106.8 million, resulting in a gain on sale of $53.8 million.

(4) Approximately $18.1 million and $1.0 million of net assets acquired were allocated to other assets for "acquired lease costs" and "above market leases," respectively, and $10.5 million of net assets acquired were allocated to other liabilities for "below market leases."

During the year ended December 31, 2025, we sold the following properties:

Property Sales Price Gain

(in millions) (in millions)

Pike & Rose (one residential building) $ 125.0 $ 41.9

Santana Row (one residential building) 73.9 49.1

Hollywood Boulevard 69.0 27.2

Bristol Plaza 44.4 30.6

White Marsh Other (portion) 3.4 0.8

$ 315.7 $ 149.6

On February 5, 2026, we sold a residential building at our Santana Row property and our Courthouse Center property for sales prices totaling $158.5 million.

2025 Significant Debt and Equity Transactions

On January 11, 2024, our Operating Partnership issued $485.0 million aggregate principal amount of 3.25% Exchangeable Senior Notes due 2029 (the “Notes”) in a private placement.

The notes bear interest at an annual rate of 3.25%, payable semiannually in arrears on January 15 th and July 15 th of each year, beginning July 15, 2024.

The notes mature on January 15, 2029, unless earlier exchanged, purchased, or redeemed.

Net proceeds after the initial purchaser's discount and offering costs were approximately $471.5 million.

Interest expense, including $2.6 million of debt issuance cost amortization, was $17.9 million related to these Notes for the year ended December 31, 2024.

Including the debt cost amortization, the current effective interest rate on these notes is approximately 3.9%.

The unamortized debt issuance costs related to the Notes were $10.9 million at December 31, 2024.

Prior to the close of business on July 15, 2028, the Notes will be exchangeable at the option of the holders only upon certain circumstances and during certain periods.

On or after July 15, 2028, until the close of business on the second scheduled trading day immediately preceding the maturity date of the Notes, holders may exchange their Notes at any time.

The Operating Partnership will settle exchanges of the Notes by delivering cash up to the principal amount of the Notes exchanged, and if applicable, cash, common shares of the Trust, or a combination thereof at our option, in respect of the remainder, if any, of the exchange obligation in excess of the principal amount.

If we elect to settle any portion of the exchange obligation in excess of the principal amount with shares of the Trust, an equivalent number of common units will be issued by the Operating Partnership to the Trust.

The exchange rate initially equals 8.1436 common shares per $1,000 principal amount of the Notes (which is equivalent to an exchange price of approximately $122.80 per common share and reflects an exchange premium of approximately 20% based on the closing price of $102.33 on January 8, 2024).

The initial exchange rate is subject to adjustment upon the occurrence of certain events, including in the event of a payment of a quarterly common dividend in excess of $1.09 per share, but will not be adjusted for any accrued and unpaid interest.

While our quarterly common dividend per share currently exceeds $1.09, the exchange rate has not materially changed.

The Operating Partnership may redeem the Notes, at its option , in whole or in part, on or after January 20, 2027 if the last reported sales price of the common shares has been at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive) during any 30 day consecutive trading period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Operating Partnership provides notice of redemption.

The redemption price will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding the redemption date.

In connection with the Notes, we entered into privately negotiated capped call transactions with certain of the initial purchasers of the notes or their affiliates or other financial institutions.

The capped call transactions cover, subject to customary adjustments, the number of our common shares that initially underlie the Notes.

The capped call transactions are expected generally to reduce the potential dilution to our common shares upon exchange of any Notes and/or offset any cash payments we are required to make in excess of the principal amount of the Notes, with such reduction and/or offset subject to a cap.

The cap price of the capped call transaction initially is approximately $143.26 per share, which represents a premium of approximately 40% over the last reported sale price of our common shares of $102.33 on the New York Stock Exchange on January 8, 2024, and is subject to certain adjustments under the terms of the capped call transactions.

A portion of the proceeds from the Notes were used to pay the capped call premium of $19.4 million, which will be recorded in shareholders' equity for the Trust and capital for the Operating Partnership.

On January 16, 2024, we repaid the $600.0 million 3.95% senior unsecured notes at maturity.

On February 6, 2024, we exercised our first option and extended the maturity date of our $600.0 million unsecured term loan to April 16, 2025, with an additional one year extension at our option still available to further extend the loan to April 16, 2026.

On March 8, 2024, we amended our existing at-the-market (“ATM”) equity program under which we may from time to time offer and sell common shares.

On January 9, 2025 and October 1, 2025 we repaid two mortgage loans at our Hoboken property totaling $4.3 million,at par.

On March 20, 2025, we amended and restated our $600.0 million unsecured term loan, extending the maturity date to March 20, 2028, plus two one-year extensions, at our option.

We also had the right to borrow up to an additional $150.0 million, which we exercised on September 22, 2025, bringing our total amount outstanding under this agreement to $750.0 million as of December 31, 2025.

Debt issuance costs related to our term loan were $4.9 million.

Under an accordion feature, we have the right to request additional loans, subject to an aggregate maximum of $1.0 billion borrowed under the restated agreement.

Additionally, on May 1, 2025, the interest rate was reduced by removing the 0.10% adjustment to SOFR.

On October 30, 2025, we refinanced the $40.0 million mortgage loan at Azalea, with a new $55.0 million mortgage loan that bears interest at SOFR + 85 basis points, based on our credit rating, and matures on October 30, 2028, plus two one-year extensions, at our option.

Debt issuance costs related to this mortgage loan were $0.6 million.

On November 17, 2025, we entered into an additional unsecured term loan agreement, which gives us the capacity to borrow up to $250.0 million at an interest rate of SOFR + 85 basis points, based on our current credit rating.

The loan matures on January 31, 2031, and as of December 31, 2025, we do not have any outstanding borrowings under this agreement.

Debt issuance costs related to this term loan were $1.5 million.

Under an accordion feature, we have the right to request additional loans, subject to an aggregate maximum of $500.0 million.

On December 17, 2025, we exercised our first option to extend our $200.0 million mortgage loan at Bethesda Row by one year to December 28, 2026.

We have one one-year extension, at our option remaining to extend the loan to December 28, 2027.

During 2025, the maximum amount of borrowings outstanding under our revolving credit facility was $461.6 million.

The weighted average amount of borrowings outstanding was $153.2 million, and the weighted average interest rate, before amortization of debt fees, was 5.0%.

The revolving credit facility requires an annual facility fee which is $1.9 million under the amended credit agreement.

At December 31, 2025, our revolving credit facility had $310.0 million outstanding.

On October 30, 2025, the interest rate on our revolving credit facility was reduced by removing the 0.10% adjustment to SOFR.

Our revolving credit facility, term loans, and certain notes require us to comply with various financial covenants, including the maintenance of minimum shareholders’ equity and debt coverage ratios and a maximum ratio of debt to net worth.

As of December 31, 2025, we were in compliance with all default related debt covenants.

On February 14, 2025, we amended our existing at-the-market (“ATM”) equity program under which we may from time to time offer and sell common shares.

This amendment reset the aggregate offering price of the program to $750.0 million.

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We intend to use the net proceeds to fund potential acquisition opportunities, fund our development and redevelopment pipeline, repay indebtedness and/or for general corporate purposes.

For the year ended December 31, 2024, we issued 2,059,654 common shares at a weighted average price per share of $109.20 for net cash proceeds of $222.3 million including paying $2.2 million in commissions and $0.4 million in additional offering expenses related to the sales of these common shares.

For the year ended December 31, 2023, we issued 1,309,994 common shares at a weighted average price per share of $101.74 for net cash proceeds of $131.7 million including paying $1.3 million in commissions and $0.2 million in additional offering expenses related to the sales of these common shares.

We also entered into forward sales contracts for the three months and year ended December 31, 2024 for 476,497 common shares and 1,186,422 common shares, respectively under our ATM equity program at a weighted average offering price of $115.43 and $115.72, respectively.

During the three months and year ended December 31, 2024, we settled a portion of the forward sales agreements entered into during the year by issuing 709,925 common shares for net proceeds of $81.7 million.

The forward price that we will receive upon physical settlement of the agreements is subject to the adjustment for (i) commissions, (ii) floating interest rate factor equal to a specified daily rate less a spread, (iii) the forward purchasers' stock borrowing costs and (iv) scheduled dividends during the term of the forward sale agreements.

The remaining open forward shares may be settled at any time on or before December 2025.

As of December 31, 2024, we have the remaining capacity to issue up to $144.4 million in common shares under our ATM equity program.

As of December 31, 2025, we have the capacity to issue up to $750.0 million in common shares under this program.

During 2025, we settled our open forward sales agreements by issuing 476,497 common shares for net proceeds of $54.2 million.

In April 2025, our Board of Trustees approved a new common share repurchase program, under which we may purchase up to $300.0 million of our outstanding common shares of beneficial interest, $0.01 par value per share from time to time using a variety of methods, including open market, privately negotiated transactions or otherwise.

The specific timing and amount of common share repurchases, if any, will depend on a number of factors, including prevailing share prices, trading volume and general market conditions, along with our working capital requirements, cash flow, and other factors.

The program does not require us to repurchase any dollar amount or number of common shares and may be suspended or discontinued at any time.

As of December 31, 2025, no common shares have been repurchased through the program.

Other Transaction

In June 2018, we formed a joint venture to develop Freedom Plaza (formerly Jordan Downs Plaza), for which we own 92%.

The investment in this development qualified for tax credits under the New Market Tax Credit ("NMTC") Program, established by the Community Renewal Tax Relief Act of 2000.

In 2018, we transferred the earned tax credits to a third-party bank in exchange for cash proceeds.

The proceeds received and related transaction costs were deferred until the end of the seven-year NMTC compliance period, which concluded in June 2025.

As a result, for the year ended December 31, 2025, we recognized $14.2 million ($13.0 million, net of income attributable to noncontrolling interest) in income related to the sale of the new market tax credits.

Capitalized Costs

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We capitalized external and internal costs related to leasing activities of $19 million and $4 million, respectively, for 2025 and $27 million and $4 million, respectively, for 2024.

The amount of capitalized internal costs for salaries and related benefits for development and redevelopment activities, other property improvements, and leasing activities were $8 million, $4 million, and $4 million, respectively, for 2024 and $9 million, $4 million, and $3 million, respectively, for 2023.

Total capitalized costs were $326 million for 2025 and $283 million for 2024, respectively.

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We continue to experience strong demand for our commercial space as evidenced by the 2.3 million square feet of comparable space leasing we've completed in 2025, and the 2.0% spread between our leased rate of 96.1% and our occupied rate of 94.1%.

However, the effects of high levels of inflation and interest rates continue to negatively impact our business with the largest impacts being higher interest costs, increased material costs, and higher operating costs.

We continue to see impacts of increased costs for certain construction and other materials that support our development and redevelopment activities.

Worsening supply chain disruptions could also result in extended time frames and/or increased costs for completion of our projects and tenant build-outs, which could delay the commencement of rent payments under new leases.

Similarly, if our tenants experience significant disruptions in supply chains supporting their own products, staffing issues due to labor shortages, or are otherwise impacted by worsening economic conditions, their ability to pay rent may be adversely affected.

to monitor these macroeconomic developments and are working with our tenants and our vendors to limit the overall impact to our business.

However, the effects of inflationary pressures and elevated interest rates continue to negatively impact our business with the largest impacts being higher interest costs, increased material costs, and higher operating costs.

Additionally, significant impacts from supply chain disruptions or tariffs could also result in extended time frames and/or increased costs for completion of our projects and tenant build-outs, which could delay the commencement of rent payments under new leases.

Similarly, if our tenants experience significant disruptions in supply chains and unexpected impacts of tariffs supporting their own products, staffing issues due to labor shortages, or are otherwise impacted by worsening economic conditions, their ability to pay rent may be adversely affected.

We continue to monitor these macroeconomic developments and are working with our tenants and our vendors to limit the overall impact to our business.

We believe the locations and nature of our centers and diverse tenant base partially mitigates any potential negative changes in the economic environment.

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• Phase IV at Pike & Rose is a 272,000 square foot office building (which includes 10,000 square feet of ground floor retail space).

Approximately 220,000 square feet of the office space is leased and all of the retail space is leased.

All of the space is leased, of which, 249,000 square feet is occupied.

The building is expected to cost between $180 million and $190 million, and began delivering in late September 2023.

As of December 31, 2024, approximately 164,000 square feet of office space is open and 5,000 square feet of retail space is open.

• Construction on Santana West includes an eight story 369,000 square foot office building, which is expected to cost between $325 million and $335 million.

Approximately 241,000 square feet of space is leased, of which 29,000 square feet of space is open as of December 31, 2024.

Approximately 345,000 square feet of space is leased, of which 317,000 square feet is occupied.

• Construction of a 258-unit residential project at Santana Row, which is expected to cost between $140 million and $148 million.

• Throughout the portfolio, we currently have redevelopment projects underway with a projected total cost of approximately $304 million that we expect to stabilize over the next several years.

The above includes our best estimates based on information currently known, however, the completion of construction, final costs, and the timing of leasing and openings may be further impacted by the current environment including the duration and severity of the economic impacts of broader, as well as local, economic conditions, inflation, higher interest rates, and higher operating costs.

The development of future phases of Assembly Row, Pike & Rose, Santana Row, and other properties will be pursued opportunistically based on, among other things, market conditions, tenant demand, and our evaluation of whether those phases will generate an appropriate financial return.

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For the year ended December 31, 2025 and the comparison of 2024, all or a portion of 94 properties were considered comparable properties and seven were considered non-comparable properties.

For the year ended December 31, 2024, one property and two portions of properties were moved from non-comparable properties to comparable properties, two properties and one portion of a property were moved from acquisitions to comparable properties, and two properties were removed from comparable as we no longer own the properties, compared to the designations as of December 31, 2023.

For the year ended December 31, 2025, one property was moved from comparable properties to non-comparable properties, and two properties and one portion of three properties were removed from comparable properties, as they were sold, compared to the designations as of December 31, 2024.

While there is judgment surrounding changes in designations, we typically move non-comparable properties to comparable properties once they have stabilized, which is typically considered 90% physical occupancy or when the growth expected from the redevelopment has been included in the comparable periods.

We typically remove properties from comparable properties when the repositioning of the asset has commenced and has or is expected to have a significant impact to property operating income

within the calendar year.

We typically remove properties from

comparable properties when the repositioning of the asset has commenced and has or is expected to have a significant impact to property operating income within the calendar year.

Acquisitions are moved to comparable properties once we have owned the property for the entirety of comparable periods and the property is not under development or being repositioned for significant redevelopment and investment.

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Depreciation and amortization (367,842) (342,598) (25,244) 7.4 %

New market tax credit transaction income 14,176 — 14,176 100.0 %

Gain on sale of real estate 150,111 54,040 96,071 177.8 %

Impairment charge (7,425) — (7,425) 100.0 %

Operating income 602,199 472,356 129,843 27.5 %

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Depreciation and amortization 367,842 342,598

New market tax credit transaction income (14,176) —

Gain on sale of real estate (150,111) (54,040)

Impairment charge 7,425 —

Property operating income $ 860,092 $ 810,653

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Total property revenue increased $76.5 million, or 6.4%, to $1.28 billion in 2025 compared to $1.20 billion in 2024.

The percentage occupied at our shopping centers was 94.1% at December 31, 2024 compared to 92.2% at December 31, 2023.

Rental income consists primarily of minimum rent, cost reimbursements from tenants and percentage rent, and is net of collectibility related adjustments.

The percentage occupied at our shopping centers was 94.1% at both December 31, 2025 and 2024.

Rental income consists primarily

of minimum rent, cost reimbursements from tenants and percentage rent, and is net of collectibility related adjustments.

Other property income includes revenue for our Pike & Rose hotel, parking income, and other incidental income from our properties.

The increase in property revenues is due primarily to the following:

• an increase of $37.7 million from comparable properties primarily related to higher rental rates of approximately $22.8 million, a $12.4 million increase in recoveries from tenants on higher expenses, and higher average occupancy of approximately $4.4 million, partially offset by a $2.5 million decrease in lease termination fee income and a $0.8 million increase in collectibility related adjustments,

• an increase of $17.7 million from non-comparable properties primarily driven by occupancy increases at Pike & Rose Phase IV, Huntington Shopping Center, Darien Commons, and Santana West,

• an increase of $17.4 million from 2024 and 2023 acquisitions, and

• an increase of $5.3 million from Escondido Promenade, which was reconsolidated in the second quarter of 2023 after we gained control of the property (see Note 3 to the consolidated financial statements for additional information),

• an increase of $49.2 million from 2025 and 2024 acquisitions,

• an increase of $36.4 million from comparable properties primarily related to higher rental rates of approximately $14.5 million, an $11.9 million increase in recoveries from tenants primarily on higher expenses and occupancy, higher average occupancy of approximately $8.6 million, and a $2.0 million increase in parking income, partially offset by a $1.9 million increase in collectibility related adjustments, and

• an increase of $8.3 million from non-comparable properties primarily driven by occupancy increases,

partially offset by

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This increase is primarily due to the following:

• an increase of $11.0 million from comparable properties due primarily to higher repairs and maintenance costs, snow removal costs, utilities and insurance costs, and an increase in management fees on higher revenues,

• an increase of $3.3 million from 2024 and 2023 acquisitions,

• an increase of $3.2 million from non-comparable properties driven by openings at Pike & Rose Phase IV, Huntington Shopping Center, Santana West, and Darien Commons, and

• an increase of $1.0 million from Escondido Promenade, which was reconsolidated in the second quarter of 2023 after we gained control of the property,

• and increase of $10.6 million from 2025 and 2024 acquisitions,

• an increase of $7.3 million from comparable properties due primarily to higher snow removal, higher utilities, and an increase in management fees on higher revenues, partially offset by lower repairs and maintenance costs and insurance costs, and

• an increase of $4.2 million from non-comparable properties due primarily to openings at Santana West and Pike & Rose Phase IV,

partially offset by

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Real estate tax expense increased $9.2 million, or 6.5% to $151.4 million in 2025 compared to $142.2 million in 2024 due primarily to the following:

• an increase of $6.1 million from comparable properties due to higher assessments and successful tax appeals in 2023,

• an increase of $2.8 million from non-comparable properties due primarily to successful tax appeals in 2023, and openings at Pike & Rose Phase IV, Darien Commons, and Huntington Shopping Center,

• an increase of $1.9 million from 2024 acquisitions, and

• an increase of $0.6 million from Escondido Promenade, which was reconsolidated in the second quarter of 2023 after we gained control of the property,

• an increase of $5.6 million from 2025 and 2024 acquisitions,

• an increase of $2.8 million from comparable properties due to higher assessments and prior year refunds received during 2024, and

• an increase of $2.6 million from non-comparable properties primarily due to openings at Santana West and Pike & Rose Phase IV,

partially offset by

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Property operating income increased $49.4 million, or 6.1%, to $860.1 million in 2025 compared to $810.7 million in 2024.

This increase is primarily driven by higher rental rates and average occupancy, 2024 acquisitions, 2023 and 2024 openings at our non-comparable properties, and the reconsolidation of Escondido Promenade during the second quarter of 2023, partially offset by property dispositions, higher rental expenses after recoveries from tenants, and lower lease termination fee income.

This increase is primarily driven by 2025 and 2024 acquisitions and higher rental rates and average occupancy, partially offset by property dispositions and higher collectibility related adjustments.

General and administrative expenses

General and administrative expense decreased $2.8 million, or 5.7%, to $46.9 million in 2025 compared to $49.7 million in 2024.

This decrease is primarily driven by lower employee compensation expense and higher amounts allocated to operations as a result of higher revenues, partially offset by a $3.7 million one-time charge related to the departure of an executive officer.

This decrease is primarily driven by the $3.7 million one-time charge in 2024 related to the departure of an executive officer, partially offset by higher employee compensation expense.

Depreciation and amortization

Depreciation and amortization expense increased $25.2 million, or 7.4%, to $367.8 million in 2025 from $342.6 million in 2024.

This increase is due primarily to 2024 acquisitions, our investment in comparable properties, the opening of Pike & Rose Phase IV, placing redevelopment properties into service, and the reconsolidation of Escondido Promenade during the second quarter of 2023, partially offset by property dispositions.

This increase is due primarily to 2025 and 2024 acquisitions and openings at Santana West and Pike & Rose Phase IV, partially offset by fully depreciated lease assets related to our Grossmont property and property dispositions.

New Market Tax Credit Transaction Income

The $14.2 million new market tax credit transaction income for the year ended December 31, 2025 is due to the sale of new market tax credits related to Freedom Plaza (see Note 7 to the consolidated financial statements for additional information).

Gain on Sale of Real Estate

The $150.1 million gain on sale of real estate for the year ended December 31, 2025 is due primarily to the sale of one residential building at both Santana Row and Pike & Rose, our Bristol Plaza and Hollywood Boulevard properties, and a portion of our White Marsh Other property (see Note 3 to the consolidated financial statements for additional information).

The $54.0 million gain on sale of real estate for the year ended December 31, 2024 is due primarily to the sale of Third Street Promenade and a portion of our White Marsh Other property (see Note 3 to the consolidated financial statements for additional information).

The $9.9 million gain on sale of real estate for the year ended December 31, 2023 is due primarily to the sale of our Town Center of New Britain shopping center and a portion of Third Street Promenade (see Note 3 to the consolidated financial statements for additional information).

Impairment Charge

The $7.4 million impairment charge for the year ended December 31, 2025 relates to our North Dartmouth property.

Operating Income

Operating income increased $129.8 million, or 27.5%, to $602.2 million in 2025 compared to $472.4 million in 2024.

This increase is primarily driven by higher gains on sale of real estate, higher rental rates and average occupancy, 2024 acquisitions, 2023 and 2024 openings at our non-comparable properties, and the reconsolidation of Escondido Promenade during the second quarter of 2023, partially offset by property dispositions, higher rental expenses after recoveries from tenants, and lower lease termination fee income.

This increase is primarily driven by higher gains on sale of real estate, higher rental rates and average occupancy, income related to the sale of the new market tax credits, and 2025 and 2024 acquisitions, partially offset by property dispositions, impairment charge, and higher collectibility related adjustments.

Interest Expense

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This increase is due primarily to the following:

• an increase of $5.1 million due to a higher overall weighted average borrowing rate,

• a decrease of $7.3 million in capitalized interest, and

• an increase of $0.4 due to higher weighted average borrowings.

• an increase of $6.2 million due to higher weighted average borrowings,

partially offset by,

• a decrease of $5.4 million due to a lower overall weighted average borrowing rate.

Gross interest costs were $196.8 million and $196.0 million in 2025 and 2024, respectively.

Capitalized interest was $13.2 million and $20.5 million in 2025 and 2024, respectively.

Net income attributable to noncontrolling interests

Net income attributable to noncontrolling interests increased $3.4 million, or 37.7%, to $12.6 million in 2025 compared to $9.1 million in 2024.

The increase is primarily attributable to the new market tax credit transaction income in 2025, as well as higher income at our properties where there is a noncontrolling interest.

Discussions of year-to-year comparisons between 2024 and 2023 can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission on February 13, 2025.

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We maintain an unsecured $1.25 billion revolving credit facility to fund short term cash flow needs and also look to the public and private debt and equity markets, joint venture relationships, and property dispositions to fund capital expenditures on a long-term basis.

On January 11, 2024, we issued $485.0 million aggregate principal amount of 3.25% exchangeable senior notes, for which the proceeds were used to repay our $600.0 million of 3.95% senior unsecured notes at maturity on January 16, 2024.

Our $600.0 million unsecured term loan has a maturity in April 2025, however, there is a one-year extension at our option that would extend the maturity to April 2026, if exercised.

In addition to the term loan, we have $243.1 million of debt maturing during the

remainder of 2025, of which, $200.0 million is the mortgage loan secured by Bethesda Row, which has two one-year extensions, at our option, that would extend the maturity date to December 28, 2027.

As of December 31, 2024, we had cash and cash equivalents of $123.4 million and no balance outstanding on our $1.25 billion unsecured revolving credit facility.

We also have outstanding forward sales agreements for net proceeds of $54.7 million as of December 31, 2024, and the capacity to issue up to $144.4 million in common shares under the ATM program.

On March 20, 2025, we amended and restated our $600.0 million unsecured term loan, extending the maturity date to March 20, 2028, plus two one-year extensions, at our option.

We also increased the size of our term loan by $150.0 million, which we exercised in September 2025, bringing our total amount outstanding under this agreement to $750.0 million as of December 31, 2025.

In October 2025, we refinanced the $40.0 million loan at Azalea, with a new $55.0 million mortgage loan.

In the next twelve months, we have $652.4 million of debt maturing, of which $200.0 million is the mortgage loan secured by Bethesda Row, for which we have one additional one-year extension remaining, under which we could extend the maturity date to December 28, 2027.

As of December 31, 2025, we had cash and cash equivalents of $107.4 million, $310.0 million outstanding on our $1.25 billion unsecured revolving credit facility, and the capacity to issue up to $750.0 million in common shares under the ATM program.

We also have the ability to borrow $250.0 million through a new term loan agreement that we entered into on November 17, 2025 (see Note 5 to our consolidated financial statements for additional information);

we expect to borrow the $250.0 million in February 2026 to fund debt maturities.

For the year ended 2025, the weighted average amount of borrowings outstanding on our revolving credit facility was $153.2 million, and the weighted average interest rate, before amortization of debt fees, was 5.0%.

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We expect to incur the majority of those costs in the next two years.

We expect other capital costs to be at levels consistent with 2024.

We expect other capital costs (excluding acquisitions) to be at levels consistent with 2025.

During 2025, we acquired properties for $752.8 million, and will continue to evaluate additional opportunities in 2026.

We believe cash flow from operations, the cash on our balance sheet, and our $1.25 billion revolving credit facility will allow us to continue to operate our business in the short-term.

Given our ability to access the capital markets, we also expect debt or equity to be available to us, although newly issued debt would likely be at higher interest rates than we currently have outstanding.

Given our ability to access the capital markets, we also expect debt or equity financing to be available to us, although newly issued debt would likely be at higher interest rates than the debt we are refinancing.

We also have the ability to delay the timing of certain development and redevelopment projects as well as limit future acquisitions, reduce our operating expenditures, or re-evaluate our dividend policy.

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Net cash used in investing activities (743,068) (446,826) (296,242)

Net cash used in financing activities (252,298) (33,849) (218,449)

(Decrease) increase in cash and cash equivalents (124,561) 163,656 (288,217)

Net cash provided by (used in) financing activities 102,953 (252,298) 355,251

Decrease in cash and cash equivalents (17,737) (124,561) 106,824

Cash, cash equivalents, and restricted cash, beginning of year 135,443 260,004 (124,561)

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Net cash provided by operating activities increased $47.8 million to $622.4 million during 2025 from $574.6 million during 2024.

The increase was primarily attributable to higher net income after adjusting for non-cash items and gains on sale of real estate, partially offset by the timing of interest payments.

The increase was primarily attributable to higher net income after adjusting for non-cash items and gains on sale of real estate and the timing of payments.

Net cash used in investing activities increased $296.2 million to $743.1 million during 2025 from $446.8 million during 2024.

The increase was primarily attributable to:

• a $213.3 million increase in acquisition of real estate primarily due to the May 2024 acquisition of the Virginia Gateway and the July 2024 acquisition of Pinole Vista Crossing (see Note 3 to the consolidated financial statements for additional information), as compared to the January 2023 Huntington Square acquisition and the acquisition of our partner's 22.3% TIC interest in Escondido Promenade in May 2023,

• a $461.3 million increase in acquisition of real estate primarily due to the acquisitions of the fee interest in Village Pointe in November 2025, Annapolis Town Center in October 2025, Town Center Crossing and Town Center Plaza in July 2025 and Del Monte Shopping Center in February 2025 (see Note 3 to the consolidated financial statements for additional information), as compared to the acquisitions of the fee interest in Virginia Gateway in May 2024 and Pinole Vista Crossing in July 2024, and

• $44.6 million increase in capital expenditures,

partially offset by,

• a $71.5 million increase in net proceeds from the sale of real estate primarily due to $99.9 million of net proceeds from the sale of Third Street Promenade and a portion of our White Marsh Other property in 2024, as compared to $28.5 million of net proceeds from the sale of Town Center of New Britain and a portion of Third Street Promenade in 2023, and

• a $64.4 million decrease in capital expenditures.

Net cash used in financing activities increased $218.4 million to $252.3 million during 2024 from $33.8 million during 2023.

The increase was primarily attributable to:

• a $325.0 million increase in repayment of senior notes due to the January 2024 repayment of our $600.0 million 3.95% senior unsecured notes at maturity, as compared to the June 2023 repayment of our $275.0 million 2.75% senior unsecured notes,

• $199.2 million in net proceeds from the mortgage loan secured by our Bethesda Row property, which was entered into in December 2023,

• a $19.4 million premium paid for the capped call transaction entered into in connection with the issuance of $485.0 million 3.25% exchangeable senior notes in January 2024,

• a $12.4 million increase in dividends paid to common and preferred shareholders due to an increase in the number of outstanding shares, as well as an increase to the common share dividend rate, and

• a $12.3 million increase in distributions to and redemptions of noncontrolling interests primarily related to our April 2024 acquisition of the noncontrolling interest in the partnership that owns our CocoWalk property for approximately $12.4 million,

• a $205.7 million increase in net proceeds from the sale of real estate primarily due to $305.6 million of net proceeds from the sale of a residential building at both Santana Row and Pike & Rose, our Hollywood Boulevard and Bristol properties, and a portion of our White Marsh Other property in 2025, as compared to $99.9 million of net proceeds from the sale of Third Street Promenade and a portion of our White Marsh Other property in 2024.

Net cash used in financing activities decreased $355.3 million to $103.0 million provided by financing activities during 2025 from $252.3 million used in financing activities during 2024.

The decrease was primarily attributable to:

• $600.0 million from the January 2024 repayment of our $600.0 million 3.95% senior unsecured notes at maturity,

• $310.0 million in borrowings on our revolving credit facility at December 31, 2025,

• $145.0 million in net proceeds from our unsecured term loan in 2025,

• a $19.4 million premium paid for the capped call transactions entered into in connection with the issuance of $485.0 million 3.25% exchangeable senior notes in January 2024, and

• $14.4 million in net proceeds from the refinance of the $40.0 million loan at Azalea, with a new $55.0 million mortgage loan (see Note 5 to the consolidated financial statements for additional information),

partially offset by

• a $172.2 million increase in net proceeds from the issuance of common shares under our ATM program,

• a $125.8 million net increase in proceeds from the issuance of senior notes due to net proceeds of $471.5 million from the issuance of $485.0 million 3.25% exchangeable senior notes in January 2024, as compared to $345.7 million in net proceeds from the issuance of $350.0 million of 5.375% senior unsecured notes in April 2023, and

• a $55.0 million decrease in repayment of mortgages, finance leases, and notes payable primarily due to the October 2023 finance lease buyout (see Note 3 to the consolidated financial statements for additional information)

• $471.5 million in net proceeds from the issuance of $485.0 million 3.25% exchangeable senior notes in January 2024,

• a $249.6 million decrease in net proceeds from the issuance of common shares under our ATM program, and

• a $16.5 million increase in dividends paid to common and preferred shareholders due to an increase in the number of outstanding shares, as well as an increase to the common share dividend rate.

Cash Requirements

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(1) The weighted average interest rate on our fixed and variable rate debt is 3.8% as of December 31, 2025.

Of the $848.1 million of debt maturing in the next twelve months as of December 31, 2024, $600.0 million is related to our term loan, which has a one-year option to extend the April 2025 maturity date to April 2026.

Additionally, we have two one-year extensions, at our option, to extend the December 2025 maturity date of our $200.0 million mortgage loan secured by Bethesda Row to December 2027.

Of the $655.6 million of debt maturing in the next twelve months as of December 31, 2025, $200.0 million is our mortgage loan secured by Bethesda Row which has a one-year extension, at our option, to extend the loan to December 2027.

(2) The weighted average interest rate on the fixed and variable rate debt related to our unconsolidated real estate partnerships is 4.79% as of December 31, 2025.

(3) This includes minimum rental payments related to both finance and operating leases.

(4) This includes the liability related to the sale under threat of condemnation at San Antonio Center as further discussed in Note 7 to the consolidated financial statements.

(4) On January 6, 2026, we purchased the fee interest under one of our ground leases at Bethesda Row for $2.5 million.The total also includes the liability related to the sale under threat of condemnation at San Antonio Center as further discussed in Note 7 to the consolidated financial statements.

In addition to the amounts set forth in the table above and other liquidity requirements previously discussed, the following potential commitments exist:

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If the other minority partner defaults in their obligation, we must purchase the full interest.

Based on management’s current

estimate of fair market value as of December 31, 2024, our estimated liability upon exercise of the put option would range from approximately $60 million to $63 million.

Based on management’s current estimate of fair market value as of December 31, 2025, our estimated liability upon exercise of the put option would range from approximately $62 million to $63 million.

(b) Under the terms of various other partnership agreements, the partners have the right to exchange their operating partnership units for cash or the same number of our common shares, at our option.

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Mortgages payable

Secured fixed rate

Azalea Acquired $ 40,000 3.73 % November 1, 2025

Bethesda Row (1) 200,000 200,000 SOFR + 0.95% December 28, 2025

Bell Gardens Acquired $ 10,885 4.06 % August 1, 2026

Bethesda Row (1) 200,000 200,000 SOFR + 0.95% December 28, 2026

Plaza El Segundo 125,000 125,000 3.83 % June 5, 2027

The Grove at Shrewsbury (East) 43,600 43,600 3.77 % September 1, 2027

Azalea (2)(3) 55,000 55,000 SOFR + 0.85%

October 30, 2028

Brook 35 11,500 11,500 4.65 % July 1, 2029

Hoboken (24 Buildings) (2) 56,450 52,123 SOFR + 1.95% December 15, 2029

Hoboken (24 Buildings) (4) 56,450 50,568 SOFR + 1.95%

December 15, 2029

Various Hoboken (12 Buildings) (5) Acquired 23,568 Various Various through 2029

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Notes payable

Term Loan (4)(6) 600,000 600,000 SOFR + 0.85% April 16, 2025

Revolving credit facility (2)(7) (6) 310,000 SOFR + 0.775% April 5, 2027

$750 million term loan (2)(7)(8) 750,000 750,000 SOFR + 0.85% March 20, 2028

$250 million term loan (2)(7) 250,000 — SOFR + 0.85% January 31, 2031

Various 3,484 1,190 Various Various through 2059

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_____________________

(1) The interest rate on this mortgage loan is fixed at a weighted average interest rate of 5.03% through the initial maturity date through three interest rate swap agreements.

We have two one-year extensions, at our option to extend the maturity date of this mortgage loan to December 28, 2027.

(1) We have one one-year extension, at our option to extend the maturity date of this mortgage loan to December 28, 2027.

(2) Our Azalea mortgage loan, revolving credit facility SOFR loans, and our term loans bear interest at Daily Simple SOFR, as defined in the respective credit agreements, plus a spread, based on our current credit rating.

(3) The Operating Partnership is a co-borrower on this mortgage loan.

Additionally, we have two one-year extensions, at our option to extend the maturity date of this mortgage loan to October 30, 2030.

(4) The interest rate on this mortgage loan is fixed at 3.67% through two interest rate swap agreements.

(5) The interest rates on these mortgages range from 3.91% to 5.00%.

(4) Our revolving credit facility SOFR loans bear interest at Daily Simple SOFR or Term SOFR and our term loan bears interest at Term SOFR as defined in the respective credit agreements, plus 0.10%, plus a spread, based on our current credit rating.

(6) The maximum amount drawn under our $1.25 billion revolving credit facility during 2025 was $461.6 million and the weighted average effective interest rate on borrowings under our revolving credit facility, before amortization of debt fees, was 5.0%.

(6) The Operating Partnership is the obligor under our revolving credit facility, term loan, and senior notes and debentures.

Effective April 1, 2024, a wholly owned subsidiary of the Operating Partnership guarantees the loan.

Our revolving credit facility, unsecured term loan, and other debt agreements include financial and other covenants that may limit our operating activities in the future.

As of December 31, 2024, we were in compliance with all financial and other covenants related to our revolving credit facility, term loan, and senior notes.

(7) The Operating Partnership is the obligor under our revolving credit facility, term loans, senior notes and debentures.

A wholly owned subsidiary of the Operating Partnership is also an obligor of the $750.0 million term loan.

(8) The interest rate on $450.0 million of our term loan is fixed at a weighted average interest rate of 4.17% through March 1, 2028 through interest rate swap agreements.

Our revolving credit facility, unsecured term loans, and other debt agreements include financial and other covenants that may limit our operating activities in the future.

As of December 31, 2025, we were in compliance with all financial and other covenants related to our revolving credit facility, term loans, and senior notes.

Additionally, we were in compliance with all of the financial and other covenants that could trigger a loan default on our mortgage loans.

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_____________________

(1) Our $600.0 million term loan matures on April 16, 2025, plus one one-year extension at our option to April 16, 2026.

(2) Our $200.0 million mortgage loan secured by Bethesda Row matures on December 28, 2025 plus two one-year extensions, at our option to December 28, 2027.

(1) Our $200.0 million mortgage loan secured by Bethesda Row matures on December 28, 2026 plus one one-year extension, at our option to December 28, 2027.

(2) Our $1.25 billion revolving credit facility matures on April 5, 2027 plus two six-month extensions, at our option to April 5, 2028.

As of December 31, 2024, there was no outstanding balance under this credit facility.

As of December 31, 2025, there was $310.0 million outstanding under this credit facility.

(3) Our $750.0 million term loan matures on March 20, 2028, plus two one-year extensions at our option to March 20, 2030.

(4) Our $55.0 million mortgage loan secured by Azalea matures on October 30, 2028, plus two one-year extensions at our option to October 30, 2030.

(5) The total debt maturities differ from the total reported on the consolidated balance sheet due to the unamortized net debt issuance costs and premium/discount on mortgage loans, notes payable, and senior notes as of December 31, 2025.

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If a cash flow hedge is deemed ineffective, the ineffective portion of changes in fair value of the interest rate swaps associated with cash flow hedges is recognized in earnings in the period affected.

As of December 31, 2024, we have two interest rate swap agreements that effectively fix the interest rate on a mortgage payable associated with our Hoboken portfolio at 3.67% and we have three interest rate swap agreements that effectively fix the interest rate on a mortgage payable associated with Bethesda Row at 5.03% through the initial maturity date.

Our Assembly Row hotel joint venture is also a party to two interest rate swap agreements that effectively fix 100% of its outstanding $38.6 million of debt through May 2025 at 6.39% and 50% of its outstanding debt from June 2025 through May 2028 at 6.03%.

At December 31, 2025, we have interest rate swap agreements that effectively fix the rate on the following debt instruments:

Debt Notional Amount of Related Swap Agreements Weighted Average Fixed Rate Maturity Date of Related Swap Agreements

(in millions)

Consolidated Debt

$750 million term loan $ 450.0 4.17 % March 1, 2028

Hoboken mortgage loan $ 50.6 3.67 % December 15, 2029

Unconsolidated Debt

Assembly Row Hotel $ 37.9 6.11 % May 30, 2028

Chandler Festival $ 51.0 4.93 % October 4, 2030

Chandler Gateway $ 22.3 4.93 % October 4, 2030

All swaps were designated and qualify as cash flow hedges.

Hedge ineffectiveness has not impacted our earnings in 2024, 2023 and 2022.

Hedge ineffectiveness has not impacted earnings in 2025, 2024 and 2023.

REIT Qualification

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Funds From Operations

Funds from operations (“FFO”) is a supplemental non-GAAP financial measure of real estate companies’ operating performance.

Nareit Funds From Operations (“Nareit FFO”) is a supplemental non-GAAP financial measure of real estate companies’ operating performance.

The National Association of Real Estate Investment Trusts (“Nareit”) defines FFO as follows:

1 unchanged sentence

GAAP, plus real estate related depreciation and amortization, and excluding gains and losses on the sale of real estate or changes in control, net of tax, and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity.

We compute FFO in accordance with the NAREIT definition, and we have historically reported our FFO available for common shareholders in addition to our net income and net cash provided by operating activities.

It should be noted that FFO:

We compute Nareit FFO in accordance with the Nareit definition, and we have historically reported our Nareit FFO available for common shareholders in addition to our net income and net cash provided by operating activities.

It should be noted that Nareit FFO:

• does not represent cash flows from operating activities in accordance with GAAP (which, unlike FFO, generally reflects all cash effects of transactions and other events in the determination of net income);

1 unchanged sentence

• is not necessarily indicative of cash flow as a measure of liquidity or ability to fund cash needs, including the payment of dividends.

We consider FFO available for common shareholders a meaningful, additional measure of operating performance primarily because it excludes the assumption that the value of the real estate assets diminishes predictably over time, as implied by the historical cost convention of GAAP and the recording of depreciation.

We use FFO primarily as one of several means of assessing our operating performance in comparison with other REITs.

Comparison of our presentation of FFO to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in the application of the NAREIT definition used by such REITs.

An increase or decrease in FFO available for common shareholders does not necessarily result in an increase or decrease in aggregate distributions because our Board of Trustees is not required to increase distributions on a quarterly basis.

We consider Nareit FFO available for common shareholders a meaningful, additional measure of operating performance primarily because it excludes the assumption that the value of the real estate assets diminishes predictably over time, as implied by the historical cost convention of GAAP and the recording of depreciation.

We use Nareit FFO primarily as one of several means of assessing our operating performance in comparison with other REITs.

Comparison of our presentation of Nareit FFO to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in the application of the Nareit definition used by such REITs.

An increase or decrease in Nareit FFO available for common shareholders does not necessarily result in an increase or decrease in aggregate distributions because our Board of Trustees is not required to increase distributions on a quarterly basis.

However, we must distribute at least 90% of our annual taxable income to remain qualified as a REIT.

Therefore, a significant increase in FFO will generally require an increase in distributions to shareholders although not necessarily on a proportionate basis.

The reconciliation of net income to FFO available for common shareholders is as follows:

Therefore, a significant increase in Nareit FFO will generally require an increase in distributions to shareholders although not necessarily on a proportionate basis.

Core Funds From Operations ("Core FFO") is a supplemental non-GAAP financial measure of performance that adjusts Nareit FFO to exclude the impact of certain items that management considers are not indicative of the Company’s ongoing operating and financial performance.

These adjustments include, when applicable, (1) gains or losses on early extinguishment of debt, (2) new market tax credit transaction income, (3) executive transition costs, (4) collection of prior period rents which were contractually deferred or payments renegotiated related to the COVID-19 pandemic, and (5) other items as determined by management.

Management believes Core FFO provides enhanced comparability across periods and additional insight into the Company’s underlying operating results, by excluding items that may reflect short-term fluctuations in net income and Nareit

Core FFO is not intended to be a substitute for net income or Nareit FFO.

Comparison of our presentation of Core FFO to similarly titled measures for other REITs may not be meaningful due to possible differences in the way Core FFO is defined or applied by other REITs.

The reconciliation of net income attributable to common shareholders to Nareit FFO and Core FFO is as follows:

Year Ended December 31,

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(In thousands, except per share data)

Reconciliation of net income attributable to common shareholders to Nareit FFO

Net income $ 423,648 $ 304,334 $ 247,217

Net income attributable to noncontrolling interests (12,571) (9,126) (10,232)

Gain on deconsolidation of a VIE — — (70,374)

Gain on sale of real estate (150,111) (54,040) (9,881)

Impairment charge 7,425 — —

Depreciation and amortization of real estate assets 320,311 302,455 285,689

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Funds from operations available for common shareholders, per diluted share $ 7.22 $ 6.77 $ 6.55

Reconciliation of Nareit FFO to Core FFO

Nareit FFO $ 624,256 $ 570,239 $ 537,313

New market tax credit transaction income, net (3) (13,004) — —

Executive transition costs — 3,687 —

Collection of prior period rents deferred during COVID (261) (3,218) (5,136)

Core FFO $ 610,991 $ 570,708 $ 532,177

Core FFO per diluted share (2) $ 7.06 $ 6.77 $ 6.49

_____________________

(1) For the years ended December 31, 2025, 2024 and 2023, dividends on our Series 1 preferred stock were not deducted in the calculation of FFO available to common shareholders, as the related shares were dilutive and included in "weighted average number of common shares, diluted."

(2) The weighted average common shares used to compute FFO per diluted common share includes downREIT operating partnership units that were excluded from the computation of diluted EPS.

Conversion of these operating partnership units is dilutive in the computation of FFO per diluted common share but is anti-dilutive for the computation of diluted EPS for 2024 and 2023.

(2) The weighted average common shares used to compute FFO per diluted common share includes shares issuable upon the assumed redemption of outstanding downREIT operating partnership units that were excluded from the computation of diluted EPS.

The assumed issuance of shares upon redemption of these operating partnership units is dilutive in the computation of FFO per diluted common share but is anti-dilutive for the computation of diluted EPS for 2024 and 2023.

(3) The $13.0 million net new market tax credit transaction income for the year ended December 31, 2025 is due to the sale of new market tax credits related to Freedom Plaza (see Note 7 to the consolidated financial statements for additional information).

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 7. Management’s Discussion and Analysis