What changed in this filing

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Item 1A. Risk Factors

2026-02-12 compared with 2025-02-13 · 39 added, 31 removed, 283 unchanged (20% of the section changed)

12 unchanged sentences

An economic downturn could have an adverse impact on the retail industry generally.

Rising inflation could also adversely impact consumer behavior and increase our and our tenants' operating costs.

Rising or elevated inflation could also adversely impact consumer behavior and increase our and our tenants' operating costs.

As a result, the retail industry could face further reductions in sales revenues and increased bankruptcies.

64 unchanged sentences

• fluctuations in real estate values or potential impairments in the value of our assets;

• natural disasters, such as hurricanes, wildfires, earthquakes, droughts, floods, extreme storms and weather or other under-insured or uninsured losses, which may result from or be exacerbated by climate change, and man-made events, such as terrorist attacks or events of sabotage;

• natural disasters, such as hurricanes, wildfires, earthquakes, droughts, severe freezes and winter storms, floods, extreme storms and weather or other under-insured or uninsured losses, which may result from or be exacerbated by climate change, and man-made events, such as terrorist attacks or events of sabotage;

• changes in interest rates and availability, and cost and terms of financing;

• rising inflation;

• the effects of uncertain and evolving tariff activity and changes in global trade policies on the overall state of the economy and on our business, including the impact on our tenants' business, operations and ability to pay rent.

We face risks with the expansion, development, and re-development of properties.

42 unchanged sentences

Geographic concentration makes our business more vulnerable to natural disasters, severe weather, and climate change.

Natural disasters and severe weather such as hurricanes, wildfires, earthquakes, mudslides, droughts, tornadoes, blizzards, hailstorms or floods may result in significant damage to our properties, decrease demand for certain properties, disrupt operations at our properties, increase the costs associated with maintaining or insuring our properties, and adversely affect both the value of our properties and the ability of our tenants and operators to make their scheduled rent payments to us.

Natural disasters and severe weather such as hurricanes, wildfires, earthquakes, mudslides, droughts, tornadoes, blizzards, severe freezes and winter storms, hailstorms or floods may result in significant damage to our properties, decrease demand for certain properties, disrupt operations at our properties, increase the costs associated with maintaining or insuring our properties, and adversely affect both the value of our properties and the ability of our tenants and operators to make their scheduled rent payments to us.

The extent of our casualty losses and loss in operating income in connection with such events is a function of the severity of the event and the total amount of exposure in the affected area.

24 unchanged sentences

In addition, if rising interest rates cause us to need additional capital to repay indebtedness, we may be forced to sell one or more of our properties or investments in real estate at times that may not permit us to realize the return on the investments we would have otherwise realized.

Increases in interest rates would increase our interest expense on any variable rate debt, as well as any debt that must be refinanced at higher interest rates at the time of maturity.

Increases in interest rates would increase our interest expense on our variable rate debt, as well as any debt that must be refinanced at higher interest rates at the time of maturity.

Our future earnings and cash flows could be adversely affected due to the increased requirement to service our debt and could reduce the amount we are able to distribute to our stockholders.

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Uninsured losses or premiums for insurance coverage may adversely affect a stockholder's returns.

We maintain insurance coverage with third-party carriers who provide a portion of the coverage of potential losses, including wind, flood, named windstorm, earthquake, fire, and other property-related perils.

We currently self-insure a portion of our commercial insurance deductible risk through our captive insurance company.

To the extent that our captive insurance company is unable to bear that risk, we may be required to fund additional capital to our captive insurance company or we may be required to bear that loss.

Further, there are losses we may incur that cannot be insured against or that we believe are not economically reasonable to insure.

Should an uninsured loss occur, we could lose all or a portion of the capital we have invested in a property, as well as the anticipated future cash flow from the property.

Catastrophic losses, including, but not limited to, hurricanes, wildfires, windstorms, earthquakes, floods, and foreign terrorist activities may not be insurable or may not be economically insurable.

Even when insurable, these policies may have high deductibles and/or high premiums.

Lenders may require such insurance.

We maintain insurance coverage with third-party carriers for a portion of our potential losses, including property damage and general liability risks.

We also self-insure a portion of our risk exposure, including deductibles under certain commercial insurance policies and a layer of our general liability risk, through our wholly owned captive insurance company.

To the extent our captive insurance company is unable to fund claims or otherwise satisfy its obligations, we may be required to contribute additional capital to the captive or bear the losses directly, which could materially and adversely affect our financial condition, results of operations, and cash flows.

Certain risks, including catastrophic events such as hurricanes, severe freezes and winter storms, wildfires, windstorms, earthquakes, floods, and acts of terrorism, may not be insurable or may not be economically reasonable to insure.

Even when such risks are insurable, insurance policies may be subject to significant deductibles, coverage limitations, exclusions, or high premiums.

In addition, claims related to general liability or other casualty exposures may exceed policy limits or amounts retained through self-insurance.

Our failure to obtain such insurance could constitute a default under loan agreements, and/or our lenders may force us to obtain such insurance at unfavorable rates, which could materially and adversely affect our profitability.

In the event of a substantial loss, our insurance coverage may not be sufficient to cover the full current market value or replacement cost of our lost investment.

Should an uninsured loss or a loss in excess of insured limits occur, we could lose all or a portion of the capital we have invested in an asset, as well as the anticipated future cash flows from the asset.

In that event, we might nevertheless remain obligated for any mortgage debt or other financial obligations related to the asset.

Inflation, changes in building codes and ordinances, environmental considerations and other factors might require us to come out of pocket to replace or renovate an asset after it has been damaged or destroyed.

Under those circumstances, the insurance proceeds we receive might be inadequate to restore our economic position on the damaged or destroyed property, which could materially and adversely affect our profitability.

In addition, insurance risks associated with potential terrorist acts could sharply increase the premiums we pay for coverage against property and casualty claims.

In the event of a substantial loss or liability claim, our insurance coverage, including coverage provided through our captive insurance company, may be insufficient to cover the full current market value, replacement cost, or liability exposure associated with the property.

If an uninsured loss or a loss in excess of insured limits occurs, we could lose all or a portion of the capital invested in a property and the anticipated future cash flows from that property, while remaining obligated to satisfy any related mortgage debt or other financial obligations.

Inflation, changes in building codes or ordinances, environmental considerations, and other factors could require us to incur significant out-of-pocket costs to repair, replace, or remediate an asset following a loss.

Under these circumstances, insurance proceeds, if any, may be inadequate to restore our economic position, which could materially and adversely affect our profitability.

In addition, the availability and cost of property and casualty insurance, including general liability coverage, may be adversely affected by market conditions, large loss events, or perceived risks associated with terrorism or other catastrophic events, which

could further increase our insurance costs or limit coverage availability.

We could incur material costs related to government regulation and litigation with respect to environmental matters, which could materially and adversely affect our revenues and profitability.

5 unchanged sentences

and that future uses or conditions, or changes in environmental laws and regulations, or their interpretation, will not result in additional material environmental liabilities to us.

The general trend is for environmental laws to become more stringent over time, including the identification of additional hazardous substances;

for example, there has recently been significant attention from various policymakers on regulating per- and polyfluoroalkyl substances, which have been used in firefighting and other materials.

The discovery of material environmental liabilities at our assets could subject us to unanticipated significant costs, which could significantly reduce or eliminate our profitability and the cash available for distribution to our stockholders.

Moreover, compliance with ESG-related laws, regulations, expectations or reporting requirements may result in increased compliance costs, as well as additional scrutiny that could heighten all of the risks associated with environmental, social and sustainability matters.

Moreover, compliance with environmental, social and governance ("ESG") related laws, regulations, expectations or reporting requirements may result in increased compliance costs, as well as additional scrutiny that could heighten all of the risks associated with environmental, social and sustainability matters.

If we fail to comply with new laws, regulations, expectations or reporting requirements, or if we are perceived as failing, our reputation and business could be adversely impacted.

10 unchanged sentences

Stakeholders expectations are not uniform, and both advocates for and opponents of ESG initiatives are increasingly resorting to a range of activism forms to achieve their goals.

Some policymakers have also adopted, or are considering adopting requirements related to ESG matters, but such requirements are not uniform, which may increase costs or complexity for compliance, as well as related risk.

The application and interpretation of such requirements are constantly evolving and are subject to change, creating a complex compliance environment.

We may face reputational damage, litigation, or other risks in the event our corporate responsibility procedures or standards do not successfully navigate the expectations of various constituencies.

2 unchanged sentences

Moreover, various of our customers and other stakeholders are subject to similar expectations, which may augment or create additional risks for us.

If we or our third-party providers fail to protect confidential information and/or experience cyber-attacks, security problems, or other disruptions, there may be damage to our brand and reputation, financial penalties, and legal liability, which could materially adversely affect our business, results of operations, and financial condition.

A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity or availability of our computer systems, hardware, software, technology infrastructure and online sites and networks for both internal and external operations that are critical to our business (collectively, "IT systems").

More specifically, a cyber incident is an intentional attack or an unintentional event that can include an intruder gaining unauthorized access to systems to disrupt operations,

corrupt data or steal confidential information and threats from diverse threat actors, such as state-sponsored organizations, opportunistic hackers and hacktivists, as well as through diverse attack vendors, such as social engineering/phishing, malware (including ransomware), malfeasance by insiders, human or technological error, and as a result of bugs, misconfigurations or exploited vulnerabilities in software or hardware.

As our reliance on technology has increased, so have the risks posed to our systems, both internal and those we have outsourced.

We and certain of our third-party providers collect, maintain and process data about customers, employees, business partners and others, including personally identifiable information, as well as proprietary information belonging to our business such as trade secrets (collectively, "Confidential Information").

If we or our third-party providers fail to protect our information technology systems or confidential information and/or experience cyber-attacks, security problems, or other disruptions, there may be damage to our brand and reputation, financial penalties, and legal liability, which could materially adversely affect our business, results of operations, and financial condition.

We rely on computer systems, hardware, software, technology infrastructure and online sites and networks for both internal and external operations that are critical to our business (collectively, "IT systems").

We and certain of our third-party providers also collect, maintain and process data about customers, employees, business partners and others, including personally identifiable information, as well as proprietary information belonging to our business such as trade secrets (collectively, "Confidential Information").

We face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our IT Systems and Confidential Information, including an intruder gaining unauthorized access to systems to disrupt operations, corrupt data or steal Confidential Information and threats from diverse threat actors, such as state-sponsored organizations, opportunistic hackers and hacktivists, as well as through diverse attack vendors, such as social engineering/phishing, malware (including ransomware), malfeasance by insiders, human or technological error, and as a result of bugs, misconfigurations or exploited vulnerabilities in software or hardware.

As our reliance on technology has increased, so have the risks posed to our Confidential Information and IT Systems, both internal and those we have outsourced.

There can be no assurance that our security efforts and measures will be effective or that attempted security breaches would not be successful or damaging.

While we maintain some of these IT Systems, we also depend on third parties to provide important IT Systems relating to several key business functions.

Furthermore, the security measures employed by third-party service providers may prove to be ineffective at preventing breaches of their systems.

While we maintain some IT Systems ourselves, we also depend on third parties to provide important IT Systems relating to several key business functions.

Furthermore, the security measures employed by third-party providers may prove to be ineffective at preventing breaches of their systems.

Moreover, cyber incidents perpetrated against our tenants, including unauthorized access to customers' credit card data and other Confidential Information, could diminish consumer confidence and consumer spending and negatively impact our business and reputation.

Additionally, any integration of artificial intelligence ("AI"), machine learning and automated decision-making technologies (collectively, "AI Technologies") in our or any service providers' operations, products or services is expected to pose new or unknown cybersecurity risks and challenges.

Additionally, any integration of artificial intelligence ("AI"), machine learning and automated decision-making technologies (collectively, "AI Technologies") in our or any third-party providers' operations, products or services is expected to pose new or unknown cybersecurity risks and challenges.

There is an increase in the use of AI Technologies by us and our third-party providers.

This introduces additional risks, including data privacy concerns, model inaccuracies, unintended bias, intellectual property exposure, and vulnerabilities that could be exploited by malicious actors.

If we or our third-party providers fail to appropriately govern the use of AI Technologies, we may face operational, legal, ethical, or reputational risks.

In addition, there can be no assurance that our or third-party providers' investments in AI Technologies will in fact provide the desired business support.

Cyberattacks are expected to accelerate on a global basis in frequency and magnitude as threat actors are becoming increasingly sophisticated in using techniques and tools - including, with increased frequency, generative and other AI Technologies - that circumvent security controls, evade detection and remove forensic evidence.

As a result, we, or our tenants, may be unable to detect, investigate, remediate or recover from future attacks or incidents, or to avoid a material adverse impact to our IT Systems, Confidential Information or business.

Any adverse impact to the availability, integrity or confidentiality of our IT Systems can result in legal claims or proceedings (such as class actions), regulatory investigations and enforcement actions, fines and penalties, operational interruption, damage to our relationships with our tenants or damage to our tenants' relationships with their customers, as applicable, and private data exposure.

Any adverse impact to the availability, integrity or confidentiality of our Confidential Information or IT Systems can result in legal claims or proceedings (such as class actions), regulatory investigations and enforcement actions, fines and penalties, operational interruption, damage to our relationships with our tenants or damage to our tenants' relationships with their customers, as applicable, and private data exposure.

Our and our tenants' financial results and reputation may be negatively impacted by such an incident.

3 unchanged sentences

In connection with running our business, we receive, store, use and otherwise process information that relates to individuals, and we are therefore subject to laws, regulations and other requirements relating to the privacy, security and handling of personal information.

The application and interpretation of such requirements are constantly evolving and are subject to change, creating a complex compliance environment.

In some cases, these requirements may be either unclear in their interpretation and application or they may have inconsistent or conflicting requirements with each other.

Further, there has been a substantial increase in legislative activity and regulatory focus on data privacy and security, including in relation to cybersecurity incidents.

It is possible that new laws, regulations and other requirements, or amendments to or changes in interpretations of existing laws, regulations and other requirements, may require us to incur costs, implement new processes, or change our handling of information and business operations.

In addition, any failure or perceived failure by us to comply with laws, regulations and other requirements relating to the privacy, security and handling of information could result in legal claims or proceedings (including class actions), regulatory investigations or enforcement actions.

In addition, any failure or perceived failure by us to comply with laws, regulations and other requirements relating to the privacy, security and handling of personal information could result in legal claims or proceedings (including class actions), regulatory investigations or enforcement actions.

Any such proceedings and subsequent adverse outcomes may subject us to significant negative publicity and an erosion of trust.

4 unchanged sentences

Any such changes at the federal level could require us to expend significant resources to modify our products, services, or operations to ensure compliance or remain competitive.

Any investigation or litigation resulting from our use of AI Technologies could specifically limit our ability to use AI Technologies in the future.

Risk Factors Relating to Our Qualification as a REIT

17 unchanged sentences

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