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Item 7. Management’s Discussion and Analysis

2026-02-12 compared with 2025-02-13 · 171 added, 154 removed, 318 unchanged (51% of the section changed)

15 unchanged sentences

We believe these conditions create favorable demand characteristics for grocery-anchored and necessity-based retail centers, which will position us to capitalize on potential future rent increases while enjoying sustained occupancy at our centers.

Our strategically located field offices are within a two-hour drive of over 95% of our properties which affords us the ability to respond to the needs of our tenants and provides us with in-depth local market knowledge.

Our strategically located field offices support hands-on property oversight, enabling responsive tenant engagement and strong local market knowledge across our portfolio.

We believe that our Sun Belt portfolio of high quality grocery-anchored assets is a distinct differentiator for us in the marketplace.

4 unchanged sentences

• Nareit Funds From Operations ("Nareit FFO") Applicable to Common Shares and Dilutive Securities, a supplemental non-GAAP measure;

• Core Funds From Operations ("FFO") Applicable to Common Shares and Dilutive Securities, a supplemental non-GAAP measure;

• Core Funds From Operations ("Core FFO") Applicable to Common Shares and Dilutive Securities, a supplemental non-GAAP measure;

• Earnings Before Interest, Taxes, Depreciation, and Amortization ("EBITDA"), a supplemental non-GAAP measure;

7 unchanged sentences

Recent Developments

Acquisitions and Mortgage Assumption

During the year ended December 31, 2024, we acquired the following properties:

Date Property Anchor Market Square Feet Gross

Acquisition Price Assumption of Mortgage Debt

2/1/24 The Plant (a) Sprouts Farmers Market Phoenix, AZ 57 $ 29,500 $ 13,000

4/9/24 Moores Mill Publix Atlanta Metro Area, GA 70 28,000 —

6/13/24 Maguire Groves (b) Publix Orlando-Kissimmee, FL 33 16,100 —

8/6/24 Scottsdale North Marketplace AJ's Fine Foods Phoenix, AZ 66 23,000 —

10/9/24 Stonehenge Village Wegmans Richmond, VA 214 62,100 —

11/26/24 The Forum Target Cape Coral-Fort Myers, FL 186 41,370 —

12/18/24 Market at Mill Creek Lowes Foods Charleston-Berkeley-Dorchester, SC 80 27,300 —

12/18/24 Nexton Square N/A Charleston-Berkeley-Dorchester, SC 134 54,700 —

Acquisitions and Mortgage Assumptions

The Company acquired the following properties during the year ended December 31, 2025:

Month Acquired Property Grocery Anchor(s) Market Square Feet Gross Acquisition Price Assumption of

Mortgage Debt

Apr-25 Plaza Escondida (a) Trader Joe's Tucson, AZ 91 $ 23,000 $ 7,981

Apr-25 Carmel Village N/A Charlotte-Gastonia-Concord, NC 54 19,925 —

Jun-25 West Ashley Station (b) Whole Foods

Market Charleston-Berkeley-Dorchester, SC 79 26,600 —

Jun-25 Twelve Oaks Shopping Center Publix Savannah, GA 106 35,850 —

Jul-25 The Marketplace at Encino Park Sprouts Farmers

Market San Antonio, TX 92 38,500 —

Jul-25 West Broad Marketplace Wegmans Richmond Metro Area, VA 386 86,000 —

Aug-25 Asheville Market (c) Whole Foods

Market Asheville, NC 130 45,700 22,281

Sep-25 Rea Farms Harris Teeter Charlotte-Gastonia-Concord, NC 183 80,000 —

Dec-25 Daniels Marketplace (d) Whole Foods

Market Cape Coral - Fort Myers, FL 131 72,250 30,250

Dec-25 Mesa Shores Sprouts Farmers

Market, Trader Joe's Phoenix - Mesa - Chandler, AZ 111 36,750 —

Total 1,363 $ 464,575 $ 60,512

(a) The Company recognized a fair value adjustment of $0.4 million related to the mortgage payable secured by the property.

(b) Maguire Groves is immediately adjacent to Plantation Grove, a Publix anchored neighborhood center wholly-owned by the Company.

The Company operates these properties under the Plantation Grove name.

During the year ended December 31, 2024, we disposed of the following properties:

Date Property Market Square

Disposition Price Gain (Loss) on Sale, net

7/22/2024 Eldridge Town Center & Windermere Village (a) Houston - Sugar Land - Baytown, TX N/A $ 602 $ 334

10/31/2024 Stevenson Ranch So.

California - Los Angeles, CA 187 57,800 (614)

12/13/2024 Eldridge Town Center & Windermere Village (b) Houston - Sugar Land - Baytown, TX 31 10,150 4,137

(a) The Company recognized a fair value adjustment of $507 related to the mortgage payable secured by the property.

(b) The Company recognized a finance lease liability of $10,973 associated with the ground lease assumed upon acquisition.

See " Note 13.

Commitments and Contingencies ".

(d) The Company recognized a fair value adjustment of $967 related to the mortgage payable secured by the property.

The Company disposed of the following properties during the year ended December 31, 2025:

Month Disposed Property Market Square

Disposition Price Gain on Sale

Jun-25 California portfolio (a) California 746 $ 306,000 $ 90,909

Sep-25 Custer Creek Village (b) Dallas - Fort Worth - Arlington, TX N/A 229 52

Total 746 $ 306,229 $ 90,961

(a) This disposition was related to the completion of a partial condemnation at one retail property.

(b) This disposition included the sale of an outparcel at Eldridge Town Center and the entirety of Windermere Village.

Subsequent to the transaction, the Company continues to operate the remaining property under the Eldridge Town Center name.

On June 5, 2024, we extinguished the $7.3 million and $8.4 million pooled mortgages payable secured by Plantation Grove and Suncrest Village, respectively.

On September 27, 2024, we extinguished the remaining $72.5 million pooled mortgage payable secured by Cyfair Town Center, Bay Colony, and Stables Town Center.

On October 23, 2024, we entered into a third amendment to the Amended Revolving Credit Agreement, which provides for, among other things, an increase in the revolving commitments thereunder from $350.0 million to $500.0 million and an extension of the maturity date to January 15, 2029, with one six-month extension option.

Common Stock Offering

On September 25, 2024, we completed an underwritten public offering of our common stock at a price to the public of $28.00 per share.

We issued and sold 9,200,000 shares of our common stock, including 1,200,000 shares issued in connection with the full exercise of the underwriters' over-allotment option.

We received $247.3 million of net proceeds, after deducting $10.3 million in underwriting discounts and commissions.

During the quarter ended December 31, 2024, we raised $7.8 million of net proceeds, after $0.1 million in commissions, under our at-the-market equity offering program (the "ATM Program"), through the issuance of 254,082 shares of common stock at a weighted average price of $30.96 per share.

As of December 31, 2024, $236.7 million of common stock remains available for issuance under the ATM Program.

(a) The Company disposed of five properties through a portfolio sale, consisting of River Oaks Shopping Center, Campus Marketplace, Old Grove Marketplace, Bear Creek Village Center, and Pavilion at La Quinta, and recognized a gain on sale of $90.9 million.

(b) This disposition was related to the completion of a partial condemnation at one retail property

The Company has a $500.0 million revolving credit facility (the "Revolving Credit Facility").

The Revolving Credit Facility is scheduled to mature on January 15, 2029, with one 6-month extension option.

On August 25, 2025, the Company entered into an amendment to its Revolving Credit Facility, which modified the applicable interest rate thereunder by removing the credit spread adjustment to Secured Overnight Financing Rate ("SOFR"), in addition to other modifications.

As of December 31, 2025, the Company had available liquidity of $445.0 million under its amended Revolving Credit Facility.

On August 25, 2025, the Company entered into an amendment (the "Term Loan Amendment") to its $400.0 million Term Loan Credit Agreement (the "Amended Term Loan Agreement"), which provides for, among other things, an extension of the maturity dates of each tranche.

The Amended Term Loan Agreement consists of a $200.0 million 5-year tranche maturing on August 26, 2030, and a $200.0 million 5.5-year tranche maturing February 24, 2031.

The Term Loan Amendment also modified

the interest rates, with each tranche bearing interest at a rate equal to, at the Company's option, term SOFR, daily simple SOFR or the adjusted base rate (with no credit spread adjustment) plus a margin ranging from 115 to 160 basis points (in the case of SOFR loans) and 15 to 60 basis points (in the case of base rate loans), in each case, based on the Company's leverage ratio.

Interest Rate Swaps

During the year ended December 31, 2025, in connection with the execution of the Term Loan Amendment, the Company entered into four forward-starting interest rate swap agreements that address the periods between the termination dates of the effective swaps and the maturity dates of the Amended Term Loan Agreement.

Our Retail Portfolio

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Leasing Activity

The following tables summarize the activity for leases executed during the year ended December 31, 2024, compared with expiring or expired leases for the same or previous tenant for renewals, and the same unit for new leases.

Of the retail portfolio's expiring GLA of 1.22 million square feet during the year ended December 31, 2024, 1.15 million square feet was re-leased, achieving a retention rate of approximately 94%.

The Company's portfolio had 1.25 million square feet expiring during the year ended December 31, 2025, of which 1.06 million square feet was re-leased.

This achieved a retention rate of approximately 85%.

The following table summarizes the activity for leases that were executed during the year ended December 31, 2025.

of Leases Executed GLA SF

(in thousands) New Contractual Rent

($PSF)(b) Prior Contractual Rent

($PSF)(b) % Change over Prior Lease Rent (b) Weighted Average Lease Term

($PSF)(a) Prior Contractual Rent

($PSF)(a) % Change over Prior Lease Rent (a) Weighted Average Lease Term

(Years) Tenant Improvement Allowance ($PSF) Lease Commissions ($PSF)

Comparable Renewal Leases (a) 145 985 $21.31 $19.27 10.6% 5.4 $0.04 $—

Comparable New Leases (a) 26 102 $28.95 $24.83 16.6% 10.3 $30.49 $13.03

Comparable Renewal Leases (b) 190 1,055 $21.52 $19.41 10.9% 5.3 $0.15 $0.02

Comparable New Leases (b) 35 121 $32.10 $24.53 30.9% 12.2 $40.98 $13.40

Non-Comparable Renewal and New Leases 47 130 $29.32 N/A N/A 11.2 $39.15 $8.95

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Anchor tenants (leases ten thousand square feet and over)

Comparable Renewal Leases (a) 24 702 $14.48 $13.16 10.0% 5.4 $— $—

Comparable New Leases (a) 2 42 $14.67 $12.54 17.0% 10.9 $30.00 $8.66

Comparable Renewal Leases (b) 17 624 $12.72 $11.68 8.9% 5.1 $— $—

Comparable New Leases (b) 1 44 $17.50 $9.00 94.4% 16.2 $60.00 $6.00

Non-Comparable Renewal and New Leases 1 38 $19.95 N/A N/A 20.2 $79.11 $—

1 unchanged sentence

Small shop tenants (leases under ten thousand square feet)

Comparable Renewal Leases (a) 121 283 $38.23 $34.39 11.2% 5.4 $0.14 $—

Comparable New Leases (a) 24 60 $39.05 $33.56 16.4% 9.9 $30.83 $16.12

Comparable Renewal Leases (b) 173 431 $34.23 $30.59 11.9% 5.6 $0.37 $0.04

Comparable New Leases (b) 34 77 $40.38 $33.35 21.1% 10.0 $30.19 $17.60

Non-Comparable Renewal and New Leases 46 92 $33.16 N/A N/A 7.5 $22.73 $12.63

Total 253 600 $35.17 $31.01 13.4% 6.4 $7.62 $4.22

(a) Comparable leases are leases that meet all of the following criteria:

(a) Non-comparable leases are not included in totals.

(b) Comparable leases are leases that meet all of the following criteria:

terms greater than or equal to one year, unit was vacant less than one year prior to executed lease, square footage of unit remains unchanged or within 10% of prior unit square footage, and has a rent structure consistent with the previous tenant.

(b) Non-comparable leases are not included in totals.

Results of Operations

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We generate substantially all of our earnings from property operations.

Since January 1, 2023, we have acquired twelve retail properties and disposed of two retail properties.

The following table presents the changes in our income for the years ended December 31, 2024 and 2023.

Since January 1, 2024, we have acquired seventeen retail properties and disposed of six retail properties.

The following table presents the comparative results of our income for the years ended December 31, 2025 and 2024.

Year ended December 31

2024 2023 Increase (Decrease)

2025 2024 Increase

Lease income, net $ 297,477 $ 272,440 $ 25,037

Other property income 1,692 1,534 158

Other fee income — 80 (80)

Total income $ 299,169 $ 273,974 $ 25,195

Lease income, net, for the year ended December 31, 2025 increased $25.0 million when compared to the same period in 2024, as a result of increases from properties acquired of $35.5 million, decreases from properties disposed of $18.3 million, and the following activity related to our Same Properties:

• $4.1 million of increased minimum base rent attributable to increased occupancy and ABR PSF,

• $2.3 million of increased common area maintenance and real estate tax recoveries,

• $0.8 million of net changes in credit losses and related reversals,

• $0.2 million of net increases in all other income, and

• $0.4 million increase in lease termination income, partially offset by:

• $1.0 million of net decreased amortization of market lease intangibles.

The following table presents the changes in our operating expenses for the years ended December 31, 2024 and 2023.

• $6.4 million of increased minimum base and ground rent, and

• $3.3 million of increased common area maintenance and real estate tax recoveries, partially offset by:

• $0.8 million of decreased lease termination income,

• $0.8 million of net decreased straight-line rent adjustments, and

• $0.3 million of increased net credit losses and related reversals.

The following table presents the comparative results of our operating expenses for the years ended December 31, 2025 and 2024.

Year ended December 31

8 unchanged sentences

• $26.3 million of increases from properties acquired, partially offset by:

• $0.5 million of decreases from properties disposed, and

• $4.8 million of decreased amortization from our Same Properties, primarily driven by in-place lease intangibles.

• $5.3 million of net decreases from our Same Properties, primarily driven by in-place lease intangibles, and

• $6.5 million of decreases from properties disposed.

Property operating expenses increased $3.2 million as a result of:

• $1.2 million of increases from properties acquired, partially offset by:

• $0.3 million of net decreased costs from our Same Properties primarily driven by decreased repairs and maintenance costs and increased insurance costs, and

• $5.7 million of increases from properties acquired, and

• $0.3 million of increases from our Same Properties, partially offset by:

• $2.8 million of decreases from properties disposed.

1 unchanged sentence

• $3.2 million of increases from properties acquired, and

• $1.0 million of increases from our Same Properties, and partially offset by:

• $0.8 million of net increases from our Same Properties, partially offset by:

• $2.7 million of decreases from properties disposed.

General and administrative expenses increased $1.8 million as a result of $1.0 million of increased stock-based compensation expense and $0.8 million of increased other compensation costs.

The following table presents the changes in our other income and expenses for the years ended December 31, 2024 and 2023.

The following table presents the comparative results of our other income and expenses for the years ended December 31, 2025 and 2024.

Year ended December 31

2 unchanged sentences

Interest expense, net $ (34,519) $ (37,100) $ 2,581

Loss on extinguishment of debt — (15) 15

Impairment of real estate assets — (3,854) 3,854

Gain on sale of investment properties, net 90,961 3,857 87,104

Equity in losses of unconsolidated entities — (557) 557

Other income and expense, net 3,575 3,755 (180)

2 unchanged sentences

Interest expense, net, decreased $2.6 million primarily as a result of:

• decreased amortization of $1.7 million, partially offset by:

• increased interest expense of $0.7 million related to the $92.5 million pooled mortgage payable assumed from our previously owned unconsolidated joint venture, IAGM Retail Fund I, LLC ("IAGM") on October 17, 2023.

On December 22, 2023, the Company partially paid down this mortgage debt by $20.0 million.

On September 27, 2024, the Company extinguished the remaining $72.5 million pooled mortgage payable.

• decreased interest expense of $3.6 million related to the $72.5 million pooled mortgage payable extinguished in September 2024, partially offset by:

• increased interest expenses of $0.3 million related to our finance lease,

• increased interest expense of $0.3 million related to our revolving credit facility, and

• increased amortization of debt discounts and financing costs of $0.4 million.

Impairment of real estate assets

During the year ended December 31, 2024, the Company recorded an impairment of real estate assets of $3.9 million on one retail property after receiving and accepting a letter of intent to purchase the property for less than its carrying value.

During the year ended December 31, 2024, the Company recorded an impairment of real estate assets of $3.9 million on one retail property.

The property was sold on October 31, 2024 for $57.8 million, resulting in a loss on sale of $0.6 million, which was primarily related to closing costs.

Gain on sale of investment properties, net

During the year ended December 31, 2025, the Company recognized a gain of $90.9 million on the completion of a portfolio sale of five properties in California and a gain of $0.1 million on the completion of a partial condemnation at one retail property.

During the year ended December 31, 2024, the Company recognized a gain of $4.5 million on the completion of a partial condemnation and partial sale of one retail property and a loss of $0.6 million on the sale of one retail property.

During the year ended December 31, 2023, the Company recognized a gain of $1.0 million on the completion of a partial condemnation at one retail property and a gain of $1.7 million on the sale of one retail property.

Equity in losses of unconsolidated entities

Equity in losses of unconsolidated entities decreased $0.6 million primarily as a result of the Company acquiring four retail properties from IAGM since January 1, 2023.

On December 15, 2023, IAGM was fully liquidated.

Investment in Unconsolidated Entities" in the Notes to the Consolidated Financial Statements for additional information about the Company’s former joint venture.

Other income and expense, net

Other income and expense, net, decreased $1.7 million primarily as a result of decreased non-recurring income from non-operating activities.

Other income and expense, net, decreased $0.2 million primarily as a result of decreased miscellaneous and settlement income.

Net Operating Income

We evaluate the performance of our retail properties based on NOI, which excludes general and administrative expenses, depreciation and amortization, other income and expense, net, impairment of real estate assets, gains (losses) from sales of properties, gains (losses) on extinguishment of debt, interest expense, net, equity in earnings (losses) from unconsolidated entities, lease termination income and expense, and GAAP rent adjustments such as amortization of market lease intangibles, amortization of lease incentives, and straight-line rent adjustments ("GAAP Rent Adjustments").

We evaluate the performance of our retail properties based on NOI, which excludes general and administrative expenses, depreciation and amortization, other income and expense, net, impairment of real estate assets, gains (losses) from sales of properties, gains (losses) on extinguishment of debt, interest expense, net, lease termination income and expense, and GAAP rent adjustments such as amortization of market lease intangibles, amortization of lease incentives, and straight-line rent adjustments ("GAAP Rent Adjustments").

We bifurcate NOI into Same Property NOI and NOI from other investment properties based on whether the retail properties meet our Same Property criteria.

NOI from other investment properties includes adjustments for the Company's captive insurance company.

A total of 56 retail properties met our Same Property criteria for the years ended December 31, 2024 and 2023.

We believe the supplemental non-GAAP measure of NOI, and the bifurcation into same property NOI and NOI from other investment properties, are important measures in assessing operating performance and provide added comparability across periods when evaluating the Company's financial condition and operating performance that is not readily apparent from Net income in accordance with GAAP.

Reconciliation of Net Income to Non-GAAP Measures

The following table presents the reconciliation of net income, the most directly comparable GAAP measure, to NOI and Same Property NOI:

The following table reconciles net income, the most directly comparable GAAP measure, to NOI and Same Property NOI:

Year ended December 31

3 unchanged sentences

Other income and expense, net (3,575) (3,755) 180

Equity in losses of unconsolidated entities — 557 (557)

Interest expense, net 34,519 37,100 (2,581)

Loss on extinguishment of debt — 15 (15)

Gain on sale of investment properties, net (90,961) (3,857) (87,104)

2 unchanged sentences

General and administrative 34,925 33,172 1,753

Other fee income — (80) 80

Adjustments to NOI (a) (8,401) (7,548) (853)

4 unchanged sentences

Comparison of the components of Same Property NOI for the years ended December 31, 2025 and 2024

A total of 56 retail properties met our Same Property criteria for the years ended December 31, 2025 and 2024.

The following table presents the changes in Same Property NOI for the years ended December 31, 2025 and 2024.

Year ended December 31

5 unchanged sentences

Short-term and other lease income 4,016 3,939 77 2.0 %

Provision for uncollectible billed rent and recoveries (266) (1,046) 780 (74.6) %

Provision for uncollectible rent and recoveries (591) (271) (320) 118.1 %

Other property income 1,464 1,233 231 18.7 %

230,962 223,565 7,397 3.3 %

Total income 241,660 231,968 9,692 4.2 %

Property operating 37,615 37,296 319 0.9 %

Real estate taxes 32,722 31,922 800 2.5 %

68,407 68,717 (310) (0.5) %

Total operating expenses 70,337 69,218 1,119 1.6 %

Same Property NOI $ 171,323 $ 162,750 $ 8,573 5.3 %

Same Property NOI increased by $7.7 million, or 5.0%, when comparing the year ended December 31, 2024 to the same period in 2023, and was primarily a result of increased occupancy, ABR PSF, favorable lease spreads, and leases with advantageous fixed recovery terms.

Same Property NOI increased by $8.6 million, or 5.3%, when comparing the year ended December 31, 2025 to the same period in 2024, and was primarily a result of increased ABR PSF from fixed annual rent escalations, increased economic occupancy, favorable lease spreads, and leases with advantageous fixed recovery terms.

Funds From Operations

1 unchanged sentence

Our Nareit FFO is net income (or loss) in accordance with GAAP, excluding gains (or losses) resulting from dispositions of properties, plus depreciation and amortization and impairment charges on depreciable real property.

Adjustments for IAGM are calculated to reflect our proportionate share of the joint venture's funds from operations on the same basis.

In calculating Nareit FFO, impairment charges of depreciable real estate assets are added back even though the impairment charge may represent a permanent decline in value due to the decreased operating performance of the applicable property.

3 unchanged sentences

Core Funds From Operations ("Core FFO") is an additional supplemental non-GAAP financial measure of our operating performance.

In particular, Core FFO provides an additional measure to compare the operating performance of different REITs without having to account for certain remaining amortization assumptions within Nareit FFO and other unique revenue and expense items which some may consider not pertinent to measuring a particular company's on-going operating performance.

In that regard, we have historically used Core FFO as an input to our compensation plan to determine cash bonuses and measure the achievement of certain performance-based equity awards.

Our adjustments to Nareit FFO to arrive at Core FFO include removing the impact of (i) amortization of debt discounts and financing costs, (ii) amortization of market-lease intangibles and inducements, net, (iii) depreciation and amortization of corporate assets, (iv) straight-line rent adjustments, (v) gains (or losses) resulting from debt extinguishments (vi) other non-operating revenue and expense items which, in our judgment, are not pertinent to measuring on-going operating performance, and (vii) adjustments for IAGM to reflect our share of the ventures' Core FFO on the same basis.

In particular, Core FFO provides an additional measure to compare the operating performance of different REITs without having to account for certain remaining amortization assumptions within Nareit FFO and other unique revenue and expense items, which some may consider not pertinent to measuring a particular company's ongoing operating performance.

In that regard, we use Core FFO as an input to our compensation plan to determine cash bonuses.

Our adjustments to Nareit FFO to arrive at Core FFO include removing the impact of (i) amortization of debt discounts and financing costs, (ii) amortization of market-lease intangibles and inducements, net, (iii) depreciation and amortization of corporate assets, (iv) straight-line rent adjustments, (v) gains (or losses) resulting from debt transactions, and (vi) other non-operating revenue and expense items which, in our judgment, are not pertinent to measuring on-going operating performance.

Our calculation of Core FFO Applicable to Common Shares and Dilutive Securities does not consider any capital expenditures.

3 unchanged sentences

Nor should Nareit FFO and Core FFO be considered as measures of liquidity, our ability to make cash distributions, or our ability to service our debt.

The following table presents the reconciliation of net income, the most directly comparable GAAP measure, to Nareit FFO Applicable to Common Shares and Dilutive Securities and Core FFO Applicable to Common Shares and Dilutive Securities:

The following table reconciles net income, the most directly comparable GAAP measure, to Nareit FFO Applicable to Common Shares and Dilutive Securities and Core FFO Applicable to Common Shares and Dilutive Securities:

Year ended December 31

3 unchanged sentences

Gain on sale of investment properties, net (90,961) (3,857)

Unconsolidated joint venture adjustments (a)

Nareit FFO Applicable to Common Shares and Dilutive Securities 147,847 126,710

2 unchanged sentences

Amortization of debt discounts and financing costs 2,870 2,403

Accretion of finance lease liability 109 —

Depreciation and amortization of corporate assets 1,110 893

Non-operating income and expense, net (b) (1,033) (1,821)

Unconsolidated joint venture adjusting items, net (c)

Non-operating income and expense, net (a) (750) (1,033)

Core FFO Applicable to Common Shares and Dilutive Securities $ 143,093 $ 122,769

Weighted average common shares outstanding - basic 77,598,121 70,394,448

Dilutive effect of unvested restricted shares (d)

616,120 281,282

Dilutive effect of unvested restricted shares (b) 740,328 616,120

Weighted average common shares outstanding - diluted 78,338,449 71,010,568

4 unchanged sentences

Core FFO per diluted share $ 1.83 $ 1.73

(a) Reflects the Company’s share of adjustments for IAGM's Nareit FFO on the same basis as InvenTrust.

(b) Reflects items which are not pertinent to measuring on-going operating performance, such as miscellaneous and settlement income, and basis difference recognition arising from acquiring the four remaining properties of IAGM in 2023.

(d) For purposes of calculating non-GAAP per share metrics, the Company applies the same denominator used in calculating diluted earnings per share in accordance with GAAP.

(a) Reflects items which are not pertinent to measuring on-going operating performance, such as miscellaneous and settlement income.

(b) For purposes of calculating non-GAAP per share metrics, the Company applies the same denominator used in calculating diluted earnings per share in accordance with GAAP.

Earnings Before Interest, Taxes, Depreciation, and Amortization

Our measure of EBITDA is net income (or loss) in accordance with GAAP, excluding interest expense, net, income tax expense (or benefit), and depreciation and amortization.

Adjustments for IAGM are calculated to reflect our proportionate share of the joint venture's EBITDA on the same basis.

Adjusted EBITDA is an additional supplemental non-GAAP financial measure of our operating performance.

In particular, Adjusted EBITDA provides an additional measure to compare the operating performance of different REITs without having to account for certain remaining amortization assumptions within EBITDA, certain gains or losses remaining within EBITDA, and other unique revenue and expense items which some may consider not pertinent to measuring a particular company's on-going operating performance.

Our adjustments to EBITDA to arrive at Adjusted EBITDA include removing the impact of (i) gains (or losses) resulting from dispositions of properties, (ii) impairment charges on depreciable real property, (iii) amortization of market-lease intangibles and inducements, (vi) straight-line rent adjustments, (v) gains (or losses) resulting from debt extinguishments, (vi) other non-operating revenue and expense items which, in our judgment, are not pertinent to measuring on-going operating performance, (vii) adjustments for IAGM to reflect our share of the ventures' Adjusted EBITDA on the same basis.

The following table presents the reconciliation of net income, the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA:

Our adjustments to EBITDA to arrive at Adjusted EBITDA include removing the impact of (i) gains (or losses) resulting from dispositions of properties, (ii) impairment charges on depreciable real property, (iii) amortization of market-lease intangibles and inducements, (vi) straight-line rent adjustments, (v) gains (or losses) resulting from debt transactions, and (vi) other non-operating revenue and expense items which, in our judgment, are not pertinent to measuring on-going operating performance.

The following table reconciles net income, the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA:

Year ended December 31

3 unchanged sentences

Depreciation and amortization 128,497 113,948

Unconsolidated joint venture adjustments (a) — 417

EBITDA 275,005 165,249

3 unchanged sentences

Straight-line rent adjustments, net (3,671) (3,400)

Non-operating income and expense, net (b) (1,033) (1,821)

Unconsolidated joint venture adjusting items, net (c) — (108)

Non-operating income and expense, net (a) (750) (1,033)

Adjusted EBITDA $ 175,201 $ 158,009

(a) Reflects the Company's share of adjustments for IAGM's EBITDA on the same basis as InvenTrust.

(a) Reflects items which are not pertinent to measuring on-going operating performance, such as miscellaneous and settlement income.

Liquidity and Capital Resources

1 unchanged sentence

Operating retail properties generally require capital investments, including value-enhancing development and redevelopment projects and leasing commissions.

The following table summarizes the capital resources used for capital investments and leasing costs on a cash basis:

The following table summarizes the cash used for capital investments and leasing costs:

Year ended December 31

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Any future determination to pay distributions will be at the discretion of our Board and will depend on our financial condition, capital requirements, restrictions contained in current or future financing instruments, and such other factors as our Board deems relevant.

Capital Sources and Uses

Our primary sources and uses of capital are as follows:

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• Proceeds from any ATM Program activities or other equity offerings;

• Proceeds from our Series A and Series B Notes offering or other debt offerings.

• Proceeds from debt offerings.

• To invest in properties or fund acquisitions;

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• To fund other general corporate uses.

On August 25, 2025, the Company entered into an amendment to its $500.0 million Revolving Credit Facility, which modified the applicable interest rate thereunder by removing the credit spread adjustment to SOFR, in addition to other modifications.

As of December 31, 2025, the Company had available liquidity of $445.0 million under its amended Revolving Credit Facility.

On August 25, 2025, the Company entered into the Term Loan Amendment to its $400.0 million Amended Term Loan Agreement.

The Amended Term Loan Agreement consists of a $200.0 million 5-year tranche maturing on August 26, 2030, and a $200.0 million 5.5-year tranche maturing February 24, 2031.

The Term Loan Amendment also modified the interest rates, with each tranche bearing interest at a rate equal to, at the Company's option, term SOFR, daily simple SOFR or the adjusted base rate (with no credit spread adjustment) plus a margin ranging from 115 to 160 basis points (in the case of SOFR loans) and 15 to 60 basis points (in the case of base rate loans), in each case, based on the Company's leverage ratio.

On September 25, 2024, we completed an underwritten public offering of our common stock at a price to the public of $28.00 per share.

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We received $247.3 million of net proceeds, after deducting $10.3 million in underwriting discounts and commissions.

In the first quarter of 2022, we entered into an ATM Program pursuant to which we may sell shares of our common stock up to an aggregate purchase price of $250.0 million.

We maintain an at-the-market equity offering program (the "ATM Program") pursuant to which we may sell shares of our common stock up to an aggregate purchase price of $250.0 million.

In connection with the ATM Program, we may sell shares of our common stock to or through sales agents, or may enter into separate forward sale agreements with one of the agents, or one of their respective affiliates, as a forward purchaser.

During the quarter ended December 31, 2024, we raised $7.8 million of net proceeds, after $0.1 million in commissions, under the ATM Program, through the issuance of 254,082 shares of common stock at a weighted average price of $30.96 per share.

During the quarter ended December 31, 2025, no shares were issued under the ATM Program.

As of December 31, 2025, $236.7 million of common stock remains available for issuance under the ATM Program.

We believe our status as an NYSE-listed issuer will facilitate supplementing our capital sources by selling equity securities of the Company under the ATM Program or otherwise if and when we believe appropriate to do so.

We believe our status as an NYSE-listed issuer facilitates supplementing our capital sources by selling equity securities of the Company under the ATM Program or otherwise if and when we believe appropriate to do so.

Also, from time to time, we may seek to acquire amounts of our outstanding common stock through cash purchases or exchanges for other securities.

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Cash used in investing activities (144,905) (240,535) 95,630

Cash provided by (used in) financing activities 95,117 (87,902) 183,019

Cash (used in) provided by financing activities (61,214) 95,117 (156,331)

Decrease in cash, cash equivalents, and restricted cash (50,703) (8,542) (42,161)

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Cash provided by operating activities increased $18.5 million when comparing 2025 to 2024, primarily as a result of acquisition activity in excess of disposition activity and general fluctuations in working capital.

Since January 1, 2023, we have acquired twelve retail properties and disposed of two retail properties.

Cash used in investing activities of $240.5 million for the year ended December 31, 2024, was primarily the result of:

• $268.1 million for acquisitions of investment properties,

• $36.1 million for capital investments and leasing costs, and

• $1.4 million from other investing activities, which was partially offset by:

• $65.1 million from the sale of investment properties.

Since January 1, 2024, we have acquired seventeen retail properties and disposed of six retail properties.

Cash used in investing activities of $144.9 million for the year ended December 31, 2025, was primarily the result of:

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• $44.5 million for capital investments and leasing costs, which were partially offset by:

• $95.1 million from distributions from unconsolidated entities,

• $299.5 million from the sale of investment properties, and

• $1.0 million from other investing activities.

Cash used in investing activities of $240.5 million for the year ended December 31, 2024, was primarily the result of:

• $268.1 million for acquisitions of investment properties,

• $36.1 million for capital investments and leasing costs, and

• $1.4 million for other investing activities, which were partially offset by:

• $65.1 million from the sale of investment properties.

Cash used in financing activities of $61.2 million for the year ended December 31, 2025, was primarily the result of:

• $72.8 million for payment of distributions,

• $39.9 million for pay-off of mortgage debt, payment of mortgage principal, and payment of financing costs,

• $13.0 million for repayments of line of credit, and

• $3.9 million for payment of tax withholdings on share-based compensation, which were partially offset by:

• $68.0 million from proceeds from the line of credit, and

• $0.4 million from proceeds from the sale of common stock under the ESPP.

Cash provided by financing activities of $95.1 million for the year ended December 31, 2024, was primarily the result of:

• $257.6 million in proceeds from the public offering of our common stock,

• $8.4 million from proceeds from the sale of common stock under the ATM and ESPP , which were partially offset by:

• $257.6 million in proceeds from the public offering of our common stock, and

• $8.4 million in proceeds from the sale of common stock under the ATM and ESPP, which were partially offset by:

• $93.4 million for pay-off of debt and other financing activities,

• $62.8 million to pay distributions,

• $62.8 million for payment of pay distributions,

• $12.1 million for costs incurred in relation to sales of our common stock, and

• $2.6 million for the payment of tax withholdings for share-based compensation.

Cash used in financing activities of $87.9 million for the year ended December 31, 2023, was primarily the result of:

• $57.5 million to pay distributions,

• $33.8 million for pay-off of debt, debt prepayment penalties, principal payments of mortgage debt, payment of loan fees, and other financing activities, and

• $1.6 million for the payment of tax withholdings for share-based compensation, which was partially offset by:

• $5.0 million from net proceeds from the sale of common stock under the ESPP and ATM.

• $2.6 million for payment of tax withholdings on share-based compensation.

We consider all demand deposits, money market accounts and investments in certificates of deposit and repurchase agreements with a maturity of three months or less, at the date of purchase, to be cash equivalents.

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Acquisitions and Dispositions of Real Estate Investments

In 2025, we acquired ten retail properties for an aggregate gross acquisition price of $464.6 million.

In 2024, we acquired seven retail properties for an aggregate gross acquisition price of $282.1 million.

In 2023, we acquired five retail properties for an aggregate gross acquisition price of $244.0 million.

In 2025, we disposed of five retail properties and completed a partial condemnation at one retail property for an aggregate gross disposition price of $306.2 million.

In 2024, we disposed of one retail property and an outparcel adjacent to an existing retail property and completed a partial condemnation at one retail property for an aggregate gross disposition price of $68.6 million.

In 2023, we disposed of one retail property for an aggregate gross disposition price of $13.1 million.

Distributions

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Business - Business Strategy " for more information regarding our retail strategy.

The following table presents a historical summary of distributions declared, paid and reinvested.

The following table presents a historical summary of distributions declared and paid.

Year ended December 31

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Distributions paid $ 72,847 $ 62,779 $ 57,491 $ 55,302 $ 55,561

Distributions reinvested $ — $ — $ — $ — $ 185

Mortgages Payable, Maturities

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Scheduled maturities by year:

Principal Balance

Principal Payments Principal Balance Total

2026 $ 773 $ — $ 773

2027 810 26,000 26,810

2028 495 21,321 21,816

2029 449 61,750 62,199

2030 154 5,853 6,007

Thereafter — — —

Total mortgages payable $ 2,681 $ 114,924 $ 117,605

Credit Agreements, Maturities

The following table summarizes the outstanding borrowings under our unsecured term loans as of December 31, 2024.

Term Loan, Maturities

The following table summarizes the outstanding borrowings under our unsecured term loan as of December 31, 2025.

Maturity Date Interest Rate Principal Balance

$200.0 million 5 year 9/22/26 2.81% (a) $ 100,000

$200.0 million 5 year 9/22/26 2.81% (a) 100,000

$200.0 million 5.5 year 3/22/27 2.78% (a) 50,000

$200.0 million 5.5 year 3/22/27 2.84% (a) 50,000

$200.0 million 5.5 year 3/22/27 4.99% (a) 100,000

$200.0 million 5 year Aug-30 2.66% (a) $ 100,000

$200.0 million 5 year Aug-30 2.66% (a) 100,000

$200.0 million 5.5 year Feb-31 2.63% (a) 50,000

$200.0 million 5.5 year Feb-31 2.69% (b) 50,000

$200.0 million 5.5 year Feb-31 4.84% (b) 100,000

Total $ 400,000

(a) Interest rates reflect the fixed rates achieved through the Company's interest rate swaps.

(a) Interest rates reflect the fixed rates achieved through the Company's effective interest rate swaps terminating on September 22, 2026, at which point the fixed interest rate will become 4.50%.

(b) Interest rates reflect the fixed rates achieved through the Company's effective interest rate swaps terminating on March 22, 2027, at which point the weighted average fixed interest rate will become 4.58%.

Senior Notes, Maturities

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$150.0 million Series A

8/11/29 5.07% $ 150,000

Aug-29 5.07% $ 150,000

$100.0 million Series B

8/11/32 5.20% 100,000

Aug-32 5.20% 100,000

Revolving Credit Facility, Maturities

The following table summarizes the outstanding borrowings under our Revolving Credit Facility as of December 31, 2025.

Maturity Date Variable Interest Rate Principal Balance

$500.0 million total capacity Jan-29 1M SOFR + 1.05% (a)

(a) As of December 31, 2025 1-Month Term SOFR was 3.69%.

Contractual Obligations

We have obligations related to our mortgage loans, senior notes, term loans, and revolving credit facility as described in "Note 8.

We have obligations related to our mortgage loans, senior notes, term loans, revolving credit facility, and ground lease as described in "Note 8.

Debt" in the consolidated financial statements.

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2026 2027 2028 2029 2030 Thereafter Total

Long term debt:

Fixed rate debt, principal (a) $ 35,880 $ 200,000 $ 226,000 $ — $ 181,500 $ 100,000 $ 743,380

Fixed rate debt:

Term Loan and Senior Notes (a) $ — $ — $ — $ 150,000 $ 200,000 $ 300,000 $ 650,000

Mortgage maturities — 26,000 21,321 61,750 5,853 — 114,924

Mortgage payments 773 810 495 449 154 — 2,681

Interest 32,622 36,111 35,132 30,458 20,521 9,754 164,598

Total long term debt 66,347 227,891 243,089 14,853 192,581 113,578 858,339

Total fixed rate debt 33,395 62,921 56,948 242,657 226,528 309,754 932,203

Variable rate debt:

Revolving Credit Facility — — — 55,000 — — 55,000

Interest 2,470 2,341 2,455 96 — — 7,362

Total variable rate debt 2,470 2,341 2,455 55,096 — — 62,362

Operating leases (b) 517 529 522 493 293 — 2,354

Finance lease (c) 550 578 605 605 605 71,211 74,154

Grand total $ 36,932 $ 66,369 $ 60,530 $ 298,851 $ 227,426 $ 380,965 $ 1,071,073

(a) Includes variable rate debt swapped to fixed rates through the Company's interest rate swaps.

(a) Includes variable rate debt swapped to fixed rates through interest rate swaps.

(b) Includes leases on corporate office spaces.

Critical Accounting Estimates

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With respect to current economic conditions and governmental fiscal policy, inflation has become a greater risk.

Rising inflation may affect our and our tenants' expenses, including, without limitation, by increasing product prices and costs such as wages, benefits, taxes, property and casualty insurance, borrowing costs and utilities.

Rising or elevated inflation may affect our and our tenants' expenses, including, without limitation, by increasing product prices and costs such as wages, benefits, taxes, property and casualty insurance, borrowing costs and utilities.

We rely on the performance of our assets to increase revenues in order to keep pace with inflation.

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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