What changed in this filing

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Item 1. Financial Statements

2025-04-30 compared with 2024-10-31 · 256 added, 388 removed, 548 unchanged (54% of the section changed)

3 unchanged sentences

(in thousands, except share and per share data)

September 30,

2025 December 31,

11 unchanged sentences

Investments in unconsolidated subsidiaries 20,315 19,511

Assets associated with investment property held for sale 74,657 —

Assets associated with investment properties held for sale 79,683 73,791

Total assets $ 6,682,508 $ 7,091,767

3 unchanged sentences

Deferred revenue and other liabilities 235,341 246,100

Liabilities associated with investment property held for sale 3,757 —

Liabilities associated with investment properties held for sale 4,199 4,009

Total liabilities 3,311,035 3,679,690

3 unchanged sentences

219,812,300 and 219,667,067 shares issued and outstanding at

September 30, 2024 and December 31, 2023, respectively

March 31, 2025 and December 31, 2024, respectively

Additional paid-in capital 4,864,320 4,868,554

6 unchanged sentences

The accompanying notes are an integral part of these consolidated financial statements.

Table of Con tents

KITE REALTY GROUP TRUST

1 unchanged sentence

(in thousands, except share and per share data)

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Rental income $ 219,172 $ 205,813

6 unchanged sentences

Depreciation and amortization 98,231 100,379

Impairment charges — 477 66,201 477

Total expenses 168,076 167,778

7 unchanged sentences

Other income, net 4,058 3,628

Net income (loss) 17,053 2,177 ( 17,814 ) 40,219

Net (income) loss attributable to noncontrolling interests ( 324 ) ( 107 ) 61 ( 700 )

Net income (loss) attributable to common shareholders $ 16,729 $ 2,070 $ ( 17,753 ) $ 39,519

Net income (loss) per common share – basic and diluted $ 0.08 $ 0.01 $ ( 0.08 ) $ 0.18

Net income 24,264 14,436

Net income attributable to noncontrolling interests ( 534 ) ( 280 )

Net income attributable to common shareholders $ 23,730 $ 14,156

Net income per common share – basic and diluted $ 0.11 $ 0.06

Weighted average common shares outstanding – basic 219,715,674 219,501,114

Weighted average common shares outstanding – diluted 219,827,298 219,900,306

Net income (loss) $ 17,053 $ 2,177 $ ( 17,814 ) $ 40,219

Net income $ 24,264 $ 14,436

Change in fair value of derivatives ( 4,280 ) 2,542

Total comprehensive income (loss) 4,353 ( 863 ) ( 32,681 ) 34,176

Comprehensive (income) loss attributable to noncontrolling

( 175 ) ( 195 ) 197 ( 806 )

Comprehensive income (loss) attributable to the Company $ 4,178 $ ( 1,058 ) $ ( 32,484 ) $ 33,370

Total comprehensive income 19,984 16,978

Comprehensive income attributable to noncontrolling interests ( 559 ) ( 365 )

Comprehensive income attributable to the Company $ 19,425 $ 16,613

The accompanying notes are an integral part of these consolidated financial statements.

Table of Con tents

KITE REALTY GROUP TRUST

9 unchanged sentences

Stock compensation activity 145,233 1 1,449 — — 1,450

Other comprehensive income — — — 2,456 — 2,456

Distributions to common shareholders — — — — ( 54,901 ) ( 54,901 )

Net income attributable to common shareholders — — — — 14,156 14,156

Adjustment to redeemable noncontrolling interests — — ( 1,010 ) — — ( 1,010 )

Balance at March 31, 2024 219,603,862 $ 2,196 $ 4,887,573 $ 54,891 $ ( 1,413,828 ) $ 3,530,832

Stock compensation activity 51,091 1 3,077 — — 3,078

Other comprehensive loss — — — ( 4,305 ) — ( 4,305 )

Distributions to common shareholders — — — — ( 59,349 ) ( 59,349 )

Net loss attributable to common shareholders — — — — ( 48,638 ) ( 48,638 )

Adjustment to redeemable noncontrolling interests — — ( 4,118 ) — — ( 4,118 )

Balance at June 30, 2024 219,654,953 $ 2,197 $ 4,886,532 $ 50,255 $ ( 1,517,383 ) $ 3,421,601

Stock compensation activity 11,176 — 2,553 — — 2,553

Other comprehensive loss — — — ( 12,551 ) — ( 12,551 )

Distributions to common shareholders — — — — ( 57,113 ) ( 57,113 )

Net income attributable to common shareholders — — — — 23,730 23,730

Adjustment to redeemable noncontrolling interests — — ( 5,683 ) — — ( 5,683 )

Balance at September 30, 2024 219,666,129 $ 2,197 $ 4,867,235 $ 37,704 $ ( 1,557,767 ) $ 3,349,369

Balance at December 31, 2022 219,185,658 $ 2,192 $ 4,897,736 $ 74,344 $ ( 1,207,757 ) $ 3,766,515

Stock compensation activity 140,240 1 2,134 — — 2,135

Other comprehensive loss — — — ( 11,557 ) — ( 11,557 )

Distributions to common shareholders — — — — ( 52,659 ) ( 52,659 )

Net income attributable to common shareholders — — — — 5,391 5,391

Adjustment to redeemable noncontrolling interests — — ( 3,821 ) — — ( 3,821 )

Balance at March 31, 2025 219,812,300 $ 2,198 $ 4,864,320 $ 32,307 $ ( 1,630,872 ) $ 3,267,953

Balance at December 31, 2023 219,448,429 $ 2,194 $ 4,886,592 $ 52,435 $ ( 1,373,083 ) $ 3,568,138

Stock compensation activity 155,433 2 1,991 — — 1,993

3 unchanged sentences

Adjustment to redeemable noncontrolling interests — — ( 1,010 ) — — ( 1,010 )

Balance at June 30, 2023 219,374,275 $ 2,194 $ 4,894,907 $ 71,323 $ ( 1,275,617 ) $ 3,692,807

Stock compensation activity ( 91 ) — 2,968 — — 2,968

Other comprehensive loss — — — ( 3,128 ) — ( 3,128 )

Distributions to common shareholders — — — — ( 52,653 ) ( 52,653 )

Net income attributable to common shareholders — — — — 2,070 2,070

Exchange of redeemable noncontrolling interests for common shares 13,161 — 301 — — 301

Adjustment to redeemable noncontrolling interests — — ( 7,071 ) — — ( 7,071 )

Balance at September 30, 2023 219,387,345 $ 2,194 $ 4,891,105 $ 68,195 $ ( 1,326,200 ) $ 3,635,294

Balance at March 31, 2024 219,603,862 $ 2,196 $ 4,887,573 $ 54,891 $ ( 1,413,828 ) $ 3,530,832

The accompanying notes are an integral part of these consolidated financial statements.

Table of Con tents

KITE REALTY GROUP TRUST

1 unchanged sentence

(in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

Net (loss) income $ ( 17,814 ) $ 40,219

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Net income $ 24,264 $ 14,436

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 99,875 101,309

Loss (gain) on sales of operating properties, net 864 ( 22,468 )

(Gain) loss on sales of operating properties, net ( 91 ) 236

Gain on sale of unconsolidated property, net — ( 2,325 )

Impairment charges 66,201 477

Straight-line rent ( 2,581 ) ( 3,126 )

11 unchanged sentences

Net proceeds from sales of land — 1,759

Net proceeds from sales of operating properties 30,409 123,944

Investment in short-term deposits — ( 265,000 )

Proceeds from short-term deposits 350,000 —

Small business loan repayments — 341

Change in construction payables ( 7,756 ) 485

Distribution from unconsolidated joint venture 1,618 —

Distributions from unconsolidated joint ventures 162 1,618

Capital contributions to unconsolidated joint ventures ( 1,952 ) —

Net cash used in investing activities ( 469,459 ) ( 55,483 )

Net cash provided by (used in) investing activities 227,837 ( 289,338 )

Cash flows from financing activities:

7 unchanged sentences

Distributions to noncontrolling interests ( 62 ) ( 620 )

Net cash provided by (used in) financing activities 243,238 ( 299,350 )

Net cash (used in) provided by financing activities ( 380,317 ) 283,291

Net change in cash, cash equivalents and restricted cash ( 78,420 ) 47,534

1 unchanged sentence

Cash, cash equivalents and restricted cash, end of period $ 55,132 $ 88,964

Non-cash investing and financing activities

Exchange of redeemable noncontrolling interests for common shares $ — $ 301

The accompanying notes are an integral part of these consolidated financial statements.

Table of Con tents

KITE REALTY GROUP, L.P.

2 unchanged sentences

(in thousands, except unit data)

September 30,

2025 December 31,

11 unchanged sentences

Investments in unconsolidated subsidiaries 20,315 19,511

Assets associated with investment property held for sale 74,657 —

Assets associated with investment properties held for sale 79,683 73,791

Total assets $ 6,682,508 $ 7,091,767

3 unchanged sentences

Deferred revenue and other liabilities 235,341 246,100

Liabilities associated with investment property held for sale 3,757 —

Liabilities associated with investment properties held for sale 4,199 4,009

Total liabilities 3,311,035 3,679,690

3 unchanged sentences

Common equity, 219,812,300 and 219,667,067 units issued and outstanding

at September 30, 2024 and December 31, 2023, respectively

at March 31, 2025 and December 31, 2024, respectively

3,235,646 3,275,498

5 unchanged sentences

The accompanying notes are an integral part of these consolidated financial statements.

Table of Con tents

KITE REALTY GROUP, L.P.

2 unchanged sentences

(in thousands, except unit and per unit data)

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Rental income $ 219,172 $ 205,813

6 unchanged sentences

Depreciation and amortization 98,231 100,379

Impairment charges — 477 66,201 477

Total expenses 168,076 167,778

7 unchanged sentences

Other income, net 4,058 3,628

Net income (loss) 17,053 2,177 ( 17,814 ) 40,219

Net income 24,264 14,436

Net income attributable to noncontrolling interests ( 70 ) ( 67 )

Net income (loss) attributable to common unitholders $ 16,990 $ 2,110 $ ( 18,018 ) $ 40,018

Allocation of net income (loss):

Net income attributable to common unitholders $ 24,194 $ 14,369

Allocation of net income:

Limited Partners $ 464 $ 213

1 unchanged sentence

$ 24,194 $ 14,369

Net income (loss) per common unit – basic and diluted $ 0.08 $ 0.01 $ ( 0.08 ) $ 0.18

Net income per common unit – basic and diluted $ 0.11 $ 0.06

Weighted average common units outstanding – basic 224,214,867 223,109,983

Weighted average common units outstanding – diluted 224,326,491 223,509,175

Net income (loss) $ 17,053 $ 2,177 $ ( 17,814 ) $ 40,219

Net income $ 24,264 $ 14,436

Change in fair value of derivatives ( 4,280 ) 2,542

Total comprehensive income (loss) 4,353 ( 863 ) ( 32,681 ) 34,176

Comprehensive income attributable to noncontrolling

( 63 ) ( 67 ) ( 204 ) ( 201 )

Comprehensive income (loss) attributable to common

$ 4,290 $ ( 930 ) $ ( 32,885 ) $ 33,975

Total comprehensive income 19,984 16,978

Comprehensive income attributable to noncontrolling interests ( 70 ) ( 67 )

Comprehensive income attributable to common unitholders $ 19,914 $ 16,911

The accompanying notes are an integral part of these consolidated financial statements.

Table of Con tents

KITE REALTY GROUP, L.P.

8 unchanged sentences

Stock compensation activity 1,450 — 1,450

Other comprehensive income attributable to Parent Company — 2,456 2,456

Distributions to Parent Company ( 54,901 ) — ( 54,901 )

Net income attributable to Parent Company 14,156 — 14,156

Adjustment to redeemable noncontrolling interests ( 1,010 ) — ( 1,010 )

Balance at March 31, 2024 $ 3,475,941 $ 54,891 $ 3,530,832

Stock compensation activity 3,078 — 3,078

Other comprehensive loss attributable to Parent Company — ( 4,305 ) ( 4,305 )

Distributions to Parent Company ( 59,349 ) — ( 59,349 )

Net loss attributable to Parent Company ( 48,638 ) — ( 48,638 )

Adjustment to redeemable noncontrolling interests ( 4,118 ) — ( 4,118 )

Balance at June 30, 2024 $ 3,371,346 $ 50,255 $ 3,421,601

Stock compensation activity 2,553 — 2,553

Other comprehensive loss attributable to Parent Company — ( 12,551 ) ( 12,551 )

Distributions to Parent Company ( 57,113 ) — ( 57,113 )

Net income attributable to Parent Company 23,730 — 23,730

Adjustment to redeemable noncontrolling interests ( 5,683 ) — ( 5,683 )

Balance at September 30, 2024 $ 3,311,665 $ 37,704 $ 3,349,369

Balance at December 31, 2022 $ 3,692,171 $ 74,344 $ 3,766,515

Stock compensation activity 2,135 — 2,135

Other comprehensive loss attributable to Parent Company — ( 11,557 ) ( 11,557 )

Distributions to Parent Company ( 52,659 ) — ( 52,659 )

Net income attributable to Parent Company 5,391 — 5,391

Adjustment to redeemable noncontrolling interests ( 3,821 ) — ( 3,821 )

Balance at March 31, 2025 $ 3,235,646 $ 32,307 $ 3,267,953

Balance at December 31, 2023 $ 3,515,703 $ 52,435 $ 3,568,138

Stock compensation activity 1,993 — 1,993

3 unchanged sentences

Adjustment to redeemable noncontrolling interests ( 1,010 ) — ( 1,010 )

Balance at June 30, 2023 $ 3,621,484 $ 71,323 $ 3,692,807

Stock compensation activity 2,968 — 2,968

Other comprehensive loss attributable to Parent Company — ( 3,128 ) ( 3,128 )

Distributions to Parent Company ( 52,653 ) — ( 52,653 )

Net income attributable to Parent Company 2,070 — 2,070

Conversion of Limited Partner Units to shares of the Parent Company 301 — 301

Adjustment to redeemable noncontrolling interests ( 7,071 ) — ( 7,071 )

Balance at September 30, 2023 $ 3,567,099 $ 68,195 $ 3,635,294

Balance at March 31, 2024 $ 3,475,941 $ 54,891 $ 3,530,832

The accompanying notes are an integral part of these consolidated financial statements.

Table of Con tents

KITE REALTY GROUP, L.P.

2 unchanged sentences

(in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

Net (loss) income $ ( 17,814 ) $ 40,219

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Net income $ 24,264 $ 14,436

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 99,875 101,309

Loss (gain) on sales of operating properties, net 864 ( 22,468 )

(Gain) loss on sales of operating properties, net ( 91 ) 236

Gain on sale of unconsolidated property, net — ( 2,325 )

Impairment charges 66,201 477

Straight-line rent ( 2,581 ) ( 3,126 )

11 unchanged sentences

Net proceeds from sales of land — 1,759

Net proceeds from sales of operating properties 30,409 123,944

Investment in short-term deposits — ( 265,000 )

Proceeds from short-term deposits 350,000 —

Small business loan repayments — 341

Change in construction payables ( 7,756 ) 485

Distribution from unconsolidated joint venture 1,618 —

Distributions from unconsolidated joint ventures 162 1,618

Capital contributions to unconsolidated joint ventures ( 1,952 ) —

Net cash used in investing activities ( 469,459 ) ( 55,483 )

Net cash provided by (used in) investing activities 227,837 ( 289,338 )

Cash flows from financing activities:

7 unchanged sentences

Distributions to noncontrolling interests ( 62 ) ( 620 )

Net cash provided by (used in) financing activities 243,238 ( 299,350 )

Net cash (used in) provided by financing activities ( 380,317 ) 283,291

Net change in cash, cash equivalents and restricted cash ( 78,420 ) 47,534

1 unchanged sentence

Cash, cash equivalents and restricted cash, end of period $ 55,132 $ 88,964

Non-cash investing and financing activities

Conversion of Limited Partner Units to shares of the Parent Company $ — $ 301

The accompanying notes are an integral part of these consolidated financial statements.

1 unchanged sentence

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

September 30, 2024

($ in thousands, except share, per share, unit and per unit amounts and where indicated in millions or billions)

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2025

(dollars in thousands, except share, per share, unit and per unit amounts and where indicated in millions or billions)

ORGANIZATION AND BASIS OF PRESENTATION

Kite Realty Group Trust (the “Parent Company”), through its majority-owned subsidiary, Kite Realty Group, L.P.

(the “Operating Partnership”), owns interests in various operating subsidiaries and joint ventures engaged in the ownership, operation, acquisition, development and redevelopment of high-quality, open-air shopping centers and mixed-use assets that are primarily grocery-anchored and located in high-growth Sun Belt markets and select strategic gateway markets in the United States.

(the “Operating Partnership”), owns interests in various operating subsidiaries and joint ventures engaged in the ownership, operation, acquisition, development and redevelopment of high-quality, open-air, grocery-anchored shopping centers and vibrant mixed-use assets that are primarily located in high-growth Sun Belt markets and select strategic gateway markets in the United States.

The terms “Company,” “we,” “us,” and “our” refer to the Parent Company and the Operating Partnership, collectively, and those entities owned or controlled by the Parent Company and/or the Operating Partnership.

The Operating Partnership was formed on August 16, 2004, when the Parent Company contributed properties and the net proceeds from an initial public offering (“IPO”) of shares of its common stock to the Operating Partnership.

The Parent Company was organized in Maryland in 2004 to succeed in the development, acquisition, construction and real estate businesses of its predecessor.

The Parent Company was organized in Maryland in 2004 to succeed in the acquisition, development, construction and real estate businesses of its predecessor.

We believe the Company qualifies as a real estate investment trust (“REIT”) under sections 856-860 of the Internal Revenue Code of 1986, as amended.

The Parent Company is the sole general partner of the Operating Partnership and, as of September 30, 2024, owned approximately 98.2 % of the common partnership interests in the Operating Partnership (“General Partner Units”).

The remaining 1.8 % of the common partnership interests (“Limited Partner Units” and, together with the General Partner Units, the “Common Units”) were owned by the limited partners.

The Parent Company is the sole general partner of the Operating Partnership and, as of March 31, 2025, owned approximately 97.8 % of the common partnership interests in the Operating Partnership (the “General Partner Units”).

The remaining 2.2 % of the common partnership interests (the “Limited Partner Units” and, together with the General Partner Units, the “Common Units”) were owned by the limited partners.

As the sole general partner of the Operating Partnership, the Parent Company has full, exclusive and complete responsibility and discretion in the day-to-day management and control of the Operating Partnership.

2 unchanged sentences

As the sole general partner with control of the Operating Partnership, the Parent Company consolidates the Operating Partnership for financial reporting purposes, and the Parent Company does not have any significant assets other than its investment in the Operating Partnership.

The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).

Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) may have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate to make the presentation not misleading.

The unaudited consolidated financial statements as of September 30, 2024 and for the three and nine months ended September 30, 2024 and 2023 include all adjustments, consisting of normal recurring adjustments, necessary in the opinion of management to present fairly the financial information set forth therein.

The unaudited consolidated financial statements as of March 31, 2025 and for the three months ended March 31, 2025 and 2024 include all adjustments, consisting of normal recurring adjustments, necessary in the opinion of management to present fairly the financial information set forth therein.

The unaudited consolidated financial statements in this Form 10-Q should be read in conjunction with the audited consolidated financial statements and related notes thereto included in the combined Annual Report on Form 10-K of the Parent Company and the Operating Partnership for the year ended December 31, 2024.

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reported period.

Actual results could differ from these estimates.

Actual results could differ from those estimates.

The results of operations for the interim periods are not necessarily indicative of the results that may be expected on an annual basis.

As of September 30, 2024, the Company’s portfolio consisted of the following:

As of March 31, 2025, the Company’s portfolio consisted of the following:

Properties Square Footage

3 unchanged sentences

Development and redevelopment projects:

Carillon medical office building 1 126,000

The Corner – IN (2)

One Loudoun Expansion — 119,000

2 unchanged sentences

(1) Included within operating retail properties are 10 properties that contain an office component.

Excludes one operating retail property classified as held for sale as of September 30, 2024.

Of the 179 operating retail properties, 176 are consolidated within these financial statements and the remaining three are accounted for under the equity method.

(2) This property is held in an unconsolidated joint venture in which the Company has a 50 % ownership interest.

(3) During the three months ended September 30, 2024, the Company began development activities on the retail and office portions of the expansion project at One Loudoun Downtown (the “One Loudoun Expansion”) in the Washington, D.C.

metropolitan statistical area (“MSA”).

The Company estimates that it will incur net project costs of approximately $ 65.0 million to $ 75.0 million related to the One Loudoun Expansion.

Excludes two operating retail properties classified as held for sale as of March 31, 2025.

Of the 180 operating retail properties, 176 are consolidated within these financial statements and the remaining four are accounted for under the equity method.

(2) Office properties include Carillon medical office building, which was reclassified from active redevelopment into our office portfolio in December 2024.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Components of Investment Properties

The following table summarizes the composition of the Company’s investment properties as of September 30, 2024 and December 31, 2023 (in thousands) :

Balance as of

September 30, 2024 December 31, 2023

The following table summarizes the composition of the Company’s investment properties as of March 31, 2025 and December 31, 2024 (in thousands) :

March 31, 2025 December 31, 2024

Land, buildings and improvements $ 7,661,948 $ 7,591,036

2 unchanged sentences

Components of Rental Income, including Allowance for Uncollectible Accounts

Rental income related to the Company’s operating leases is comprised of the following for the three and nine months ended September 30, 2024 and 2023 (in thousands) :

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Rental income related to the Company’s operating leases is comprised of the following for the three months ended March 31, 2025 and 2024 (in thousands) :

Three Months Ended March 31,

Fixed contractual lease payments – operating leases $ 168,839 $ 160,540

6 unchanged sentences

The Company makes estimates as to the collectability of its accounts receivable.

In making these estimates, the Company reviews a variety of qualitative and quantitative data and considers such factors as the credit quality of our customer, historical write-off experience and current economic trends, to make a subjective determination.

In making these estimates, the Company reviews a variety of qualitative and quantitative data and considers such factors as the credit quality of the tenant, historical write-off experience, tenant creditworthiness, and current economic trends, to make a subjective determination.

An allowance for uncollectible accounts, including future credit losses of the accrued straight-line rent receivables, is maintained for estimated losses resulting from the inability of certain tenants to meet contractual obligations under their lease agreements.

Short-Term Deposits

In January 2024, the Company invested $ 265.0 million in short-term deposits at Goldman Sachs Bank USA (“Goldman Sachs”) and KeyBank National Association (“KeyBank”).

These short-term deposits earned interest at a weighted average interest rate of 5.34 % with a final maturity date of July 22, 2024.

During the nine months ended September 30, 2024, the Company earned $ 6.3 million of interest income on the January 2024 deposits, which is recorded within “Other income, net” in the accompanying consolidated statements of operations and comprehensive income.

In August 2024, the Company invested $ 350.0 million in short-term deposits at Goldman Sachs and KeyBank.

The deposit balance approximates fair value and earns interest at a weighted average interest rate of 5.05 % with a final maturity date in February 2025.

During the three months ended September 30, 2024, the Company earned $ 2.2 million of interest income on the August 2024 deposits, which is recorded within “Other income, net” in the accompanying consolidated statements of operations and comprehensive income.

In August 2024, the Company invested $ 350.0 million in short-term deposits at Goldman Sachs Bank USA and KeyBank National Association.

These short-term deposits earned interest at a weighted average interest rate of 5.05 % with a maturity date of February 2025.

During the three months ended March 31, 2025, the Company earned $ 2.5 million of interest income on the August 2024 deposits, which is recorded within “Other income, net” in the accompanying consolidated statements of operations and comprehensive income.

Consolidation and Investments in Joint Ventures

The accompanying financial statements are presented on a consolidated basis and include all accounts of the Parent Company, the Operating Partnership, the taxable REIT subsidiaries (“TRSs”) of the Operating Partnership, subsidiaries of the Operating Partnership that are controlled, and any variable interest entities (“VIEs”) in which the Operating Partnership is the primary beneficiary.

As of September 30, 2024, we owned investments in two consolidated joint ventures that were VIEs in which the partners did not have substantive participating rights and we were the primary beneficiary.

As of September 30, 2024, these consolidated VIEs had mortgage debt totaling $ 110.3 million, which was secured by assets of the VIEs totaling $ 218.1 million.

As of March 31, 2025, we owned investments in two consolidated joint ventures that were VIEs in which the partners did not have substantive participating rights, and we were the primary beneficiary.

As of March 31, 2025, these consolidated VIEs had mortgage debt totaling $ 109.1 million, which was secured by assets of the VIEs totaling $ 218.9 million.

The Operating Partnership guarantees the mortgage debt of these VIEs.

1 unchanged sentence

The Parent Company consolidates the Operating Partnership as it is the primary beneficiary.

As of September 30, 2024, the Company also owned investments in four unconsolidated joint ventures accounted for under the equity method, which are not considered VIEs.

As of March 31, 2025, the Company also owned investments in four unconsolidated joint ventures accounted for under the equity method, which are not considered VIEs.

On January 31, 2024, the joint venture that owned Glendale Center Apartments, of which we have an 11.5 % ownership interest, sold the 267 -unit property to a third party, resulting in a gain on sale of $ 20.2 million.

The Company recognized its share of the gain on sale of unconsolidated property of $ 2.3 million during the nine months ended September 30, 2024.

In addition, the Company received a $ 1.6 million distribution upon the disposition of the property.

The Company recognized its share of the gain on sale of unconsolidated property of $ 2.3 million during the three months ended March 31, 2024.

In addition, the Company received a $ 1.6 million distribution upon the disposition of the property during the three months ended March 31, 2024.

The Company maintains an investment in the joint venture, which is in the process of winding up its activities and distributing remaining net assets.

16 unchanged sentences

The Operating Partnership intends to continue to make distributions to the Parent Company in amounts sufficient to assist the Parent Company in adhering to REIT requirements and maintaining its REIT status.

We have elected to treat Kite Realty Holdings, LLC and IWR Protective Corporation as TRSs with respect to the REIT, and we may elect to treat other subsidiaries as TRSs in the future.

We have elected to treat Kite Realty Holdings, LLC and IWR Protective Corporation as TRSs of the Operating Partnership, and we may elect to treat other subsidiaries as TRSs in the future.

This election enables us to receive income and provide services that would otherwise be impermissible for a REIT.

Deferred tax assets and liabilities are established for temporary

differences between the financial reporting bases and the tax bases of assets and liabilities at the tax rates expected to be in effect when the temporary differences reverse.

Deferred tax assets and liabilities are established for temporary differences between the financial reporting bases and the tax bases of assets and liabilities at the tax rates expected to be in effect when the temporary differences reverse.

Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized.

5 unchanged sentences

We report the non-redeemable noncontrolling interests in subsidiaries as equity, and the amount of consolidated net income attributable to these noncontrolling interests is set forth separately in the accompanying consolidated financial statements.

The following table summarizes the non-redeemable noncontrolling interests in consolidated properties for the nine months ended September 30, 2024 and 2023 (in thousands) :

Nine Months Ended September 30,

The following table summarizes the non-redeemable noncontrolling interests in consolidated properties for the three months ended March 31, 2025 and 2024 (in thousands) :

Three Months Ended March 31,

Noncontrolling interests balance as of January 1, $ 1,893 $ 2,430

1 unchanged sentence

Distributions to noncontrolling interests ( 62 ) ( 620 )

( 760 ) ( 3,196 )

Noncontrolling interests balance as of September 30,

Noncontrolling interests balance as of March 31,

$ 1,901 $ 1,877

(1) During the nine months ended September 30, 2023, we received a $ 3.2 million distribution from excess proceeds related to a third-party financing.

Noncontrolling Interests – Joint Venture

Prior to the October 2021 merger with Retail Properties of America, Inc.

(“RPAI”), RPAI entered into a joint venture related to the development, ownership and operation of the multifamily rental portion of the expansion project at One Loudoun Downtown – Pads G & H.

Prior to the merger with Retail Properties of America, Inc.

(“RPAI”) in October 2021, RPAI entered into a joint venture related to the development, ownership and operation of the multifamily rental portion of the expansion project at One Loudoun Downtown – Pads G & H.

The Company owns 90 % of the joint venture.

Under terms defined in the joint venture agreement, after construction completion and stabilization of the development project (as defined in the joint venture agreement), the Company has the ability to call, and the joint venture partner has the ability to put to the Company, subject to certain conditions, the joint venture partner’s interest in the joint venture at fair value.

As of September 30, 2024, the conditions for exercising the put and call options have been met but neither the Company nor the joint venture partner has exercised their respective options.

As of March 31, 2025, the conditions for exercising the put and call options have been met but neither the Company nor the joint venture partner has exercised their respective options.

The joint venture is considered a VIE primarily because the Company’s joint venture partner does not have substantive kick-out rights or substantive participating rights.

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The carrying amount of the redeemable noncontrolling interests in the Operating Partnership is reflected at the greater of historical book value or redemption value with a corresponding adjustment to additional paid-in capital.

As of September 30, 2024 and December 31, 2023, the redemption value of the redeemable noncontrolling interests in the Operating Partnership exceeded the historical book value, and the balances were accordingly adjusted to redemption value.

As of March 31, 2025 and December 31, 2024, the redemption value of the redeemable noncontrolling interests in the Operating Partnership exceeded the historical book value, and the balances were accordingly adjusted to redemption value.

We allocate net operating results of the Operating Partnership after noncontrolling interests in the consolidated properties based on the partners’ respective weighted average ownership interest.

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This adjustment is reflected in our shareholders’ and Parent Company’s equity.

For the three and nine months ended September 30, 2024 and 2023, the weighted average interests of the Parent Company and the limited partners in the Operating Partnership were as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

For the three months ended March 31, 2025 and 2024, the weighted average interests of the Parent Company and the limited partners in the Operating Partnership were as follows:

Three Months Ended March 31,

Parent Company’s weighted average interest in the Operating Partnership 98.0 % 98.4 %

Limited partners’ weighted average interests in the Operating Partnership 2.0 % 1.6 %

As of September 30, 2024, the Parent Company’s interest and the limited partners’ redeemable noncontrolling ownership interests in the Operating Partnership were 98.2 % and 1.8 %.

As of December 31, 2023, the Parent Company’s interest and the limited partners’ redeemable noncontrolling ownership interests in the Operating Partnership were 98.4 % and 1.6 %.

As of March 31, 2025, the Parent Company’s interest and the limited partners’ redeemable noncontrolling ownership interests in the Operating Partnership were 97.8 % and 2.2 %, respectively.

As of December 31, 2024, the Parent Company’s interest and the limited partners’ redeemable noncontrolling ownership interests in the Operating Partnership were 98.1 % and 1.9 %, respectively.

Concurrent with the Parent Company’s IPO and related formation transactions, certain individuals received Limited Partner Units of the Operating Partnership in exchange for their interests in certain properties.

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The Parent Company also has the right to redeem the Limited Partner Units directly from the limited partner in exchange for either cash in the amount specified above or a number of its common shares equal to the number of Limited Partner Units being redeemed.

There were 3,960,037 and 3,512,868 Limited Partner Units outstanding as of September 30, 2024 and December 31, 2023, respectively.

The increase in Limited Partner Units outstanding from December 31, 2023 is due to non-cash compensation awards granted to our executive officers in the form of Limited Partner Units and the exercise of previously granted Appreciation Only Long-Term Incentive Plan (“AO LTIP”) Units in exchange for Limited Partner Units.

The redeemable noncontrolling interests in the Operating Partnership for the nine months ended September 30, 2024 and 2023 were as follows (in thousands) :

Nine Months Ended September 30,

There were 4,849,588 and 4,192,597 Limited Partner Units outstanding as of March 31, 2025 and December 31, 2024, respectively.

The increase in Limited Partner Units outstanding from December 31, 2024 is due to non-cash compensation awards granted to our executive officers in the form of Limited Partner Units.

The redeemable noncontrolling interests in the Operating Partnership for the three months ended March 31, 2025 and 2024 were as follows (in thousands) :

Three Months Ended March 31,

Redeemable noncontrolling interests balance as of January 1, $ 98,074 $ 73,287

Net (loss) income allocable to redeemable noncontrolling interests ( 265 ) 499

Net income allocable to redeemable noncontrolling interests 464 213

Distributions declared to redeemable noncontrolling interests ( 2,627 ) ( 882 )

Other, net including adjustments to redemption value 5,708 1,095

Total limited partners’ interests in the Operating Partnership balance as of September 30,

Total limited partners’ interests in the Operating Partnership balance as of March 31,

$ 101,619 $ 73,713

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Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

Effects of Accounting Pronouncements

In March 2024, the SEC issued a final rule, The Enhancement and Standardization of Climate-Related Disclosures for Investors.

This final rule is effective for the Company for the fiscal year beginning in 2025 and requires companies to annually disclose climate-related information in registration statements and annual reports, including material climate-related risks and impacts on the Company, information about board oversight, risk management activities, and any material climate-related targets or goals.

In addition, the final rule requires disclosure of material Scope 1 and/or Scope 2 greenhouse gas emissions, which will be subject to independent third-party assurance, and the financial statement effects of severe weather events and other natural conditions.

In April 2024, the SEC announced a stay of these climate disclosure rules pending judicial review.

The Company is continuing to evaluate the impact of this final rule until it becomes effective.

In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures .

This new guidance became effective for the Company on January 1, 2024 and provides new disclosure requirements on significant segment expenses that will begin with the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2024.

Public entities with a single reportable segment such as the Company must apply all of the new disclosure requirements as well as all existing segment disclosure and reconciliation requirements in Topic 280 on an annual and interim basis.

The adoption of this pronouncement on January 1, 2024 did not have any effect on the Company’s consolidated financial statements.

The amended disclosure guidance will be applied prospectively.

The Company closed on the following asset acquisition during the nine months ended September 30, 2024 (dollars in thousands) :

Date Property Name MSA Property Type Square

Footage Acquisition

August 30, 2024 Parkside West Cobb Atlanta Multi-tenant retail 141,627 $ 40,125

The Company closed on the following asset acquisition during the nine months ended September 30, 2023 (dollars in thousands) :

New Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses .

This new guidance requires public entities to disclose, in a tabular format, the amounts of certain natural expenses included within relevant expense captions presented on the face of the income statement, as well as provide additional disclosures about selling expenses.

The new disclosure requirements are effective for annual reporting periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted, and may be applied either prospectively or retrospectively.

The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

The Company closed on the following asset acquisition during the three months ended March 31, 2025 (dollars in thousands) :

Date Property Name MSA Property Type Square

Footage Acquisition

September 22, 2023 Prestonwood Place Dallas/Ft.

Worth Multi-tenant retail 155,975 $ 81,000

The above acquisitions were funded using a combination of available cash on hand, proceeds from dispositions and proceeds from the Company’s unsecured revolving line of credit.

January 15, 2025 Village Commons Miami Multi-tenant retail 170,976 $ 68,400

The above acquisition was funded using a combination of available cash on hand and borrowings on the Company’s unsecured revolving line of credit.

Substantially all of the purchase price was allocated to investment properties.

DISPOSITIONS AND IMPAIRMENT CHARGES

The Company closed on the following disposition during the nine months ended September 30, 2024 (dollars in thousands) :

Date Property Name MSA Property Type Square

Footage Sales Price Gain (Loss)

May 31, 2024 Ashland & Roosevelt Chicago Multi-tenant retail 104,176 $ 30,600 $ ( 1,234 )

In addition, during the three months ended September 30, 2024, the Company received proceeds of $ 0.6 million and recognized a gain of $ 0.6 million as a result of the receipt of an escrow related to the disposition of Reisterstown Road Plaza that previously closed on September 11, 2023.

The Company closed on the following dispositions during the nine months ended September 30, 2023 (dollars in thousands) :

Date Property Name MSA Property Type Square

Footage Sales Price Gain (Loss)

May 8, 2023 Kingwood Commons Houston Multi-tenant retail 158,172 $ 27,350 $ 4,736

June 8, 2023 Pan Am Plaza & Garage Indianapolis Land & garage — 52,025 23,635

September 11, 2023 Reisterstown Road Plaza Baltimore Multi-tenant retail 376,683 48,250 ( 5,903 )

534,855 $ 127,625 $ 22,468

Since June 30, 2024, we have classified City Center, a 362,278 square foot multi-tenant retail property in the New York MSA, as held for sale as the Company has committed to a plan to sell this asset and expects that the sale will be completed within one year.

This property qualified for held-for-sale accounting treatment upon meeting all applicable GAAP criteria as of June 30, 2024, at which time depreciation and amortization were ceased.

In addition, the assets and liabilities associated with this property remain separately classified as held for sale in the accompanying consolidated balance sheet as of September 30, 2024.

No properties qualified for held-for-sale accounting treatment as of December 31, 2023.

As of June 30, 2024, in connection with the preparation and review of the second quarter 2024 financial statements and in conjunction with classifying City Center as held for sale, we evaluated City Center for impairment and recorded a $ 66.2 million impairment charge due to changes in the facts and circumstances underlying the Company’s expected future hold period of the property.

A shortening of the expected future hold period is considered an impairment indicator;

therefore, we assessed the recoverability of City Center by comparing the carrying value of long-lived assets of $ 135.1 million as of June 30, 2024 to its estimated fair value of $ 69.6 million, which was determined using the income approach, less estimated selling costs of $ 0.7 million.

The income approach involves discounting the estimated income stream and reversion (presumed sale) value of a property over an estimated hold period to a present value at a risk-adjusted rate.

We used capitalization rates as a significant assumption in the valuation model, which are considered to be Level 3 inputs within the fair value hierarchy.

We applied capitalization rates ranging from 6.0 % to 15.0 % to property income streams based upon the risk profile of the respective tenants and market rent of the leasable space.

Based on this analysis, we recorded a $ 66.2 million non-cash impairment charge on City Center during the three months ended June 30, 2024.

The following table presents the assets and liabilities associated with City Center, the investment property that remains classified as held for sale as of September 30, 2024 (in thousands) :

September 30, 2024

The Company did not acquire any properties during the three months ended March 31, 2024.

During the three months ended March 31, 2025, the Company entered into a joint venture (the “Joint Venture”) with GIC, and subsequent to March 31, 2025, the Joint Venture acquired Legacy West, a 344,076 square foot operating retail property in the Dallas/Ft.

Worth MSA (the “Property”), for a gross purchase price of $ 785.0 million, including the assumption of $ 304.0 million of debt with an interest rate of 3.80 %.

The Company’s share of the purchase price is $ 408.2 million, and the acquisition was initially funded with borrowings of $ 255.0 million on the Company’s unsecured revolving line of credit.

The Property also contains 443,553 square feet of office space and 782 multifamily units.

The Company will own 52 % of the equity in the Joint Venture.

The Company will be the operating member of the Joint Venture, and an affiliate of the Company will also act as property manager responsible for the day-to-day management of the Property;

therefore, the Company will receive property management and leasing fees.

Both members of the Joint Venture have substantive participation rights over major decisions that impact the economics and operations of the Joint Venture.

The Company will account for the Joint Venture under the equity method as it has the ability to exercise influence but not control over the operating and financial policies of the Joint Venture.

The Company did not sell any properties during the three months ended March 31, 2025 and 2024.

As of March 31, 2025, the Company had entered into a contract to sell Stoney Creek Commons, an 84,094 square foot multi-tenant retail property located in the Indianapolis MSA.

This property qualified for held-for-sale accounting treatment upon meeting all applicable GAAP criteria during the quarter ended March 31, 2025, at which time depreciation and amortization ceased.

In addition, the assets and liabilities associated with this property are separately classified as held for sale in the accompanying consolidated balance sheet as of March 31, 2025.

Stoney Creek Commons was sold on April 4, 2025 for a gross sales price of $ 9.5 million, the proceeds of which are restricted for 180 days related to a potential Internal Revenue Code Section 1031 tax-deferred exchange (“1031 Exchange”).

We have also classified City Center, a 362,278 square foot multi-tenant retail property in the New York MSA, as held for sale since June 30, 2024 as the Company has committed to a plan to sell this asset and expects that the sale will be completed by June 30, 2025.

This property qualified for held-for-sale accounting treatment upon meeting all applicable GAAP criteria as of June 30, 2024, at which time depreciation and amortization were ceased, and continues to meet the GAAP criteria for held-for-sale accounting treatment as of March 31, 2025.

In addition, the assets and liabilities associated with this property remain separately classified as held for sale in the accompanying consolidated balance sheets as of March 31, 2025 and December 31, 2024.

The following table presents the assets and liabilities associated with Stoney Creek Commons and City Center, the investment properties classified as held for sale as of March 31, 2025.

In addition, City Center was classified as held for sale as of December 31, 2024 (in thousands) :

March 31, 2025 December 31, 2024

Net investment properties $ 73,317 $ 68,991

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Prepaid and other assets 741 181

Assets associated with investment property held for sale $ 74,657

Assets associated with investment properties held for sale $ 79,683 $ 73,791

Accounts payable and accrued expenses $ 903 $ 544

Deferred revenue and other liabilities 3,296 3,465

Liabilities associated with investment property held for sale $ 3,757

During the three months ended September 30, 2023, in connection with the preparation and review of the third quarter 2023 financial statements, the Company recorded a $ 0.5 million impairment charge in connection with the sale of Eastside, a 43,640 square foot multi-tenant retail property in the Dallas/Ft.

Worth MSA, as a result of a change in the expected hold period.

The Company recorded the asset at the lower of cost or fair value less estimated costs to sell, which was approximately $ 14.1 million.

The estimated fair value of Eastside was based upon the expected sales price from an executed sales contract and

determined to be a Level 3 input within the fair value hierarchy.

Eastside was sold on October 24, 2023 for a gross sales price of $ 14.4 million.

There were no discontinued operations for the nine months ended September 30, 2024 and 2023 as none of the dispositions or planned dispositions represented a strategic shift that has had, or will have, a material effect on our operations or financial results.

Liabilities associated with investment properties held for sale $ 4,199 $ 4,009

There were no discontinued operations for the three months ended March 31, 2025 and 2024 as none of the dispositions or planned dispositions represented a strategic shift that has had, or will have, a material effect on our operations or financial results.

DEFERRED COSTS AND INTANGIBLES, NET

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Deferred leasing costs, lease intangibles and similar costs are amortized on a straight-line basis over the terms of the related leases.

As of September 30, 2024 and December 31, 2023, deferred costs consisted of the following (in thousands) :

September 30, 2024 December 31, 2023

As of March 31, 2025 and December 31, 2024, deferred costs consisted of the following (in thousands) :

March 31, 2025 December 31, 2024

Acquired lease intangible assets $ 324,784 $ 357,674

3 unchanged sentences

$ 233,033 $ 240,847

deferred costs associated with investment property held for sale ( 2,638 ) —

deferred costs associated with investment properties held for sale ( 2,746 ) ( 2,634 )

Deferred costs, net $ 230,287 $ 238,213

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The amounts of such amortization included in the accompanying consolidated statements of operations and comprehensive income are as follows (in thousands) :

Nine Months Ended September 30,

Three Months Ended March 31,

Amortization of deferred leasing costs, lease intangibles and other $ 18,081 $ 21,278

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Tenant rent payments received in advance are recognized as revenue in the period to which they apply, which is typically the month following their receipt.

As of September 30, 2024 and December 31, 2023, deferred revenue, intangibles, net and other liabilities consisted of the following (in thousands) :

September 30, 2024 December 31, 2023

As of March 31, 2025 and December 31, 2024, deferred revenue, intangibles, net and other liabilities consisted of the following (in thousands) :

March 31, 2025 December 31, 2024

Unamortized in-place lease liabilities $ 134,470 $ 142,035

Retainages payable and other 7,873 9,229

Retainage payables and other 8,597 8,317

Tenant rents received in advance 29,066 32,176

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$ 238,637 $ 249,565

deferred revenue associated with investment property held for sale ( 3,296 ) —

deferred revenue associated with investment properties held for sale ( 3,296 ) ( 3,465 )

Deferred revenue and other liabilities $ 235,341 $ 246,100

The amortization of below-market lease intangibles is included as a component of “Rental income” in the accompanying consolidated statements of operations and comprehensive income and totaled $ 14.2 million and $ 18.5 million for the nine months ended September 30, 2024 and 2023, respectively.

The amortization of below-market lease intangibles is included as a component of “Rental income” in the accompanying consolidated statements of operations and comprehensive income and totaled $ 9.1 million and $ 5.0 million for the three months ended March 31, 2025 and 2024, respectively.

MORTGAGE AND OTHER INDEBTEDNESS

The following table summarizes the Company’s indebtedness as of September 30, 2024 and December 31, 2023 (in thousands) :

September 30, 2024 December 31, 2023

The following table summarizes the Company’s indebtedness as of March 31, 2025 and December 31, 2024 (in thousands) :

March 31, 2025 December 31, 2024

Mortgages payable $ 146,885 $ 148,185

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Total mortgage and other indebtedness, net $ 2,910,057 $ 3,226,930

Consolidated indebtedness, including weighted average interest rates and weighted average maturities as of September 30, 2024, considering the impact of interest rate swaps, is summarized below (dollars in thousands) :

Consolidated indebtedness, including weighted average interest rates and weighted average maturities as of March 31, 2025, considering the impact of interest rate swaps, is summarized below (dollars in thousands) :

Outstanding Ratio Weighted Average

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(1) Fixed rate debt includes the portion of variable rate debt that has been hedged by interest rate swaps.

As of September 30, 2024, $ 700.0 million in variable rate debt is hedged to a fixed rate for a weighted average of 1.1 years.

As of March 31, 2025, $ 700.0 million in variable rate debt is hedged to a fixed rate for a weighted average of 0.6 years.

(2) Variable rate debt includes the portion of fixed rate debt that has been hedged by interest rate swaps.

As of September 30, 2024, $ 155.0 million in fixed rate debt is hedged to a floating rate for a weighted average of 0.9 years.

As of March 31, 2025, $ 155.0 million in fixed rate debt is hedged to a floating rate for a weighted average of 0.4 years.

Mortgages Payable

The following table summarizes the Company’s mortgages payable (dollars in thousands) :

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Balance Weighted Average

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Total mortgages payable $ 146,885 $ 148,185

(1) The fixed rate mortgages had interest rates ranging from 3.75 % to 5.73 % as of September 30, 2024 and December 31, 2023.

(2) The interest rate on the variable rate mortgage is based on Bloomberg Short Term Bank Yield Index (“ BSBY ”) plus 215 basis points.

The one-month BSBY rate was 4.87 % and 5.44 % as of September 30, 2024 and December 31, 2023, respectively.

Subsequent to September 30, 2024, the Secured Overnight Financing Rate (“ SOFR ”) replaced BSBY as the index for the variable rate mortgage.

(1) The fixed rate mortgages had interest rates ranging from 3.75 % to 5.73 % as of March 31, 2025 and December 31, 2024.

(2) The interest rate on the variable rate mortgage is based on the Secured Overnight Financing Rate (“ SOFR ”) plus 215 basis points.

The one-month SOFR rate was 4.32 % and 4.33 % as of March 31, 2025 and December 31, 2024, respectively.

Mortgages payable, which are secured by certain real estate and, in some cases, by guarantees from the Operating Partnership, are generally due in monthly installments of principal and interest and mature over various terms through 2033.

During the nine months ended September 30, 2024, we made scheduled principal payments of $ 3.8 million related to amortizing loans.

During the three months ended March 31, 2025, we made scheduled principal payments of $ 1.3 million related to amortizing loans.

Unsecured Notes

The following table summarizes the Company’s senior unsecured notes and exchangeable senior notes (dollars in thousands) :

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Maturity Date Balance Interest Rate Balance Interest Rate

Senior notes – 4.00 % due 2025

June 30, 2024 $ — — % $ 149,635 4.58 %

Senior notes – 4.00 % due 2025

March 15, 2025 $ — — % $ 350,000 4.00 %

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(2) $ 75,000 of 4.57 % senior unsecured notes due 2027 has been swapped to a variable rate of three-month SOFR plus 3.75 % through September 10, 2025.

(3) The coupon rate of the Notes Due 2034 (defined below) is 5.50 %;

(3) The coupon rate is 5.50 %;

however, as a result of hedging activities, the Company’s interest rate is 4.60 %.

In January 2024, the Company completed a public offering of $ 350.0 million in aggregate principal amount of 5.50 % senior unsecured notes due 2034 (the “Notes Due 2034”).

The Notes Due 2034 were priced at 98.670 % of the principal amount to yield 5.673 % to maturity and will mature on March 1, 2034, unless earlier redeemed.

The proceeds were used to repay the $ 149.6 million principal balance of the 4.58 % senior unsecured notes that matured on June 30, 2024 and the $ 120.0 million unsecured term loan that matured on July 17, 2024 (the “$ 120 M Term Loan”) and for general corporate purposes.

In August 2024, the Company completed a public offering of $ 350.0 million in aggregate principal amount of 4.95 % senior unsecured notes due 2031 (the “Notes Due 2031”).

The Notes Due 2031 were priced at 99.328 % of the principal amount to yield 5.062 % to maturity and will mature on December 15, 2031, unless earlier redeemed.

The Company expects the proceeds will be used to repay the $ 350.0 million principal balance of the 4.00 % senior unsecured notes due 2025 (the “Notes Due 2025”) and for general corporate purposes.

Exchangeable Senior Notes

In March 2021, the Operating Partnership issued $ 175.0 million aggregate principal amount of 0.75 % exchangeable senior notes maturing in April 2027 (the “Exchangeable Notes”).

The Exchangeable Notes are governed by an indenture between the Operating Partnership, the Company and U.S.

Bank National Association, as trustee.

The net proceeds from the offering of the Exchangeable Notes were approximately $ 169.7 million after deducting the underwriting fees and other expenses paid by the Company.

The Exchangeable Notes bear interest at a rate of 0.75 % per annum, payable semi-annually in arrears, and will mature on April 1, 2027.

During the nine months ended September 30, 2024 and 2023, we recognized approximately $ 1.0 million of interest expense related to the Exchangeable Notes.

Prior to January 1, 2027, the Exchangeable Notes will be exchangeable into cash up to the principal amount of the Exchangeable Notes exchanged and, if applicable, cash or common shares or a combination thereof only upon certain circumstances and during certain periods.

On or after January 1, 2027, the Exchangeable Notes will be exchangeable into cash up to the principal amount of the Exchangeable Notes exchanged and, if applicable, cash or common shares or a combination thereof at the option of the holders at any time prior to the close of business on the second scheduled trading day preceding the maturity date.

The initial exchange rate is 39.6628 common shares per $1,000 principal amount of Exchangeable Notes, which is equivalent to an initial exchange price of approximately $ 25.21 per common share and an exchange premium of

approximately 25 % based upon the closing price of $ 20.17 per common share on March 17, 2021.

The exchange rate is subject to adjustment upon the occurrence of certain events but will not be adjusted for any accrued and unpaid interest.

As of September 30, 2024, the exchange rate of the Exchangeable Notes is 40.6713 common shares per $1,000 principal amount of Exchangeable Notes due to adjustments related to dividends paid.

The Operating Partnership may redeem the Exchangeable Notes at its option, in whole or in part, on any business day on or after April 5, 2025, if the last reported sale 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 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Operating Partnership provides notice of redemption at a redemption price equal to 100 % of the principal amount of the Exchangeable Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

In connection with the Exchangeable Notes, the Operating Partnership entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain of the initial purchasers of the Exchangeable Notes or their respective affiliates.

The Capped Call Transactions initially cover, subject to anti-dilution adjustments substantially similar to those applicable to the Exchangeable Notes, the number of common shares underlying the Exchangeable Notes.

The Capped Call Transactions are generally expected to reduce the potential dilution to holders of common shares upon exchange of the Exchangeable Notes.

The cap price of the Capped Call Transactions was initially approximately $ 30.26 , which represented a premium of approximately 50 % over the last reported sale price of our common shares on March 17, 2021 and is subject to anti-dilution adjustments under the terms of the Capped Call Transactions.

We incurred $ 9.8 million of costs related to the Capped Call Transactions, which are included within “Additional paid-in capital” in the accompanying consolidated balance sheets.

During the three months ended March 31, 2025, the Company repaid the $ 350.0 million principal balance of the 4.00 % senior unsecured notes due 2025 using proceeds from the August 2024 public offering of $ 350.0 million in aggregate principal amount of 4.95 % senior unsecured notes due 2031.

Unsecured Term Loans and Revolving Line of Credit

The following table summarizes the Company’s term loans and revolving line of credit (dollars in thousands) :

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Maturity Date Balance Interest Rate Balance Interest Rate

5 unchanged sentences

July 29, 2029 300,000 3.72 % 300,000 3.72 %

Unsecured term loan due 2029 – fixed rate (4)

July 29, 2029 300,000 3.82 % 300,000 3.82 %

Total unsecured term loans $ 700,000 $ 700,000

1 unchanged sentence

variable rate (4)

January 8, 2026 $ — 6.11 % $ — 6.58 %

(1) As of December 31, 2023, $ 120,000 of SOFR -based variable rate debt had been swapped to a fixed rate of 1.58 % plus a credit spread based on a ratings grid ranging from 0.80 % to 1.65 % through July 17, 2024.

The applicable credit spread was 1.10 % as of December 31, 2023.

(2) $ 250,000 of SOFR -based variable rate debt has been swapped to a fixed rate of 5.09 % through October 24, 2025.

The maturity date of the term loan may be extended for up to three additional periods of one year each at the Operating Partnership’s option, subject to certain conditions.

October 3, 2028 $ 34,000 5.56 % $ — 5.64 %

(1) $ 150,000 of SOFR -based variable rate debt has been swapped to a fixed rate of 1.68 % plus a credit spread based on a ratings grid ranging from 0.75 % to 1.60 % through July 17, 2026.

The applicable credit spread was 1.05 % as of September 30, 2024 and December 31, 2023.

The applicable credit spread was 1.05 % as of March 31, 2025 and December 31, 2024.

(2) $ 250,000 of SOFR -based variable rate debt has been swapped to a fixed rate of 2.99 % plus a credit spread based on a ratings grid ranging from 0.75 % to 1.60 % through October 24, 2025.

The applicable credit spread was 0.95 % as of March 31, 2025 and December 31, 2024.

The maturity date of the term loan may be extended by one one -year period at the Operating Partnership’s election, subject to certain conditions.

(3) $ 300,000 of SOFR -based variable rate debt has been swapped to a fixed rate of 2.47 % plus a credit spread based on a ratings grid ranging from 1.15 % to 2.20 % through August 1, 2025.

The applicable credit spread was 1.35 % as of September 30, 2024 and December 31, 2023.

(5) The revolving line of credit has two six-month extension options that the Company can exercise, at its election, subject to (i) customary representations and warranties, including, but not limited to, the absence of an event of default as defined in the unsecured credit agreement and (ii) payment of an extension fee equal to 0.075 % of the revolving line of credit capacity.

The applicable credit spread was 1.25 % as of March 31, 2025 and December 31, 2024.

(4) The revolving line of credit can be extended for either one one-year period or up to two six-month periods at the Company’s election, subject to (i) customary representations and warranties, including, but not limited to, the absence of an event of default as defined in the unsecured credit agreement and (ii) payment of an extension fee equal to 0.075 % of the revolving line of credit capacity.

Unsecured Revolving Credit Facility

In July 2022, the Operating Partnership, as borrower, and the Company entered into the Second Amendment (the “Second Amendment”) to the Sixth Amended and Restated Credit Agreement, dated as of July 8, 2021 (as amended, the “Credit Agreement”) with a syndicate of financial institutions to provide for an unsecured revolving credit facility aggregating $ 1.1 billion (the “Revolving Facility”) and a seven-year $ 300.0 million unsecured term loan (the “$ 300 M Term Loan”).

Under the Second Amendment, the Operating Partnership has the option, subject to certain customary conditions, to increase the Revolving Facility and/or incur additional term loans in an aggregate amount for all such increases and additional loans of up to $ 600.0 million, for a total facility amount of up to $ 2.0 billion.

The Revolving Facility has a scheduled maturity date of January 8, 2026, which maturity date may be extended for up to two additional periods of six months at the Operating Partnership’s option, subject to certain conditions.

In October 2024, the Operating Partnership, as borrower, and the Company entered into the Third Amendment (the “Third Amendment”) to the Sixth Amended and Restated Credit Agreement, dated as of July 8, 2021 (as amended, the “Credit Agreement”) with a syndicate of financial institutions to provide for an unsecured revolving credit facility aggregating $ 1.1 billion (the “Revolving Facility”) and a seven-year $ 300.0 million unsecured term loan that matures in July 2029 (the “$ 300 M Term Loan”).

Under the Credit Agreement, the Operating Partnership has the option, subject to certain customary conditions, to increase the Revolving Facility and/or incur additional term loans up to a maximum aggregate amount not to exceed $ 2.0 billion.

The Third Amendment extended the maturity date of the Revolving Facility to October 3, 2028, which maturity date may be extended for either one one-year period or up to two six -month periods at the Operating Partnership’s option, subject to certain conditions.

Borrowings under the Revolving Facility bear interest at a rate per annum equal to SOFR plus a margin based on the Operating Partnership’s leverage ratio or credit rating, respectively, plus a facility fee based on the Operating Partnership’s leverage ratio or credit rating, respectively.

The SOFR rate is also subject to an additional 0.10 % spread adjustment as specified in the Second Amendment.

The SOFR rate is also subject to an additional 0.10 % spread adjustment.

The Revolving Facility is currently priced on the leverage-based pricing grid.

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The Company may irrevocably elect to convert to the ratings-based pricing grid at any time.

As of September 30, 2024, making such an election would have resulted in a lower interest rate;

As of March 31, 2025, making such an election would have resulted in a lower interest rate;

however, the Company had not made the election to convert to the ratings-based pricing grid.

The Credit Agreement includes a sustainability metric based on targeted greenhouse gas emission reductions, which results in a reduction of the otherwise applicable interest rate margin by one basis point upon achievement of targets set forth therein.

The greenhouse gas emission reduction targets have not been achieved as of September 30, 2024.

The following table summarizes the key terms of the Revolving Facility as of September 30, 2024 (dollars in thousands) :

As specified in the Third Amendment, in the event that the Company so elects to convert to the ratings-based pricing grid, the Company has the ability to obtain more favorable pricing in certain circumstances when its total leverage ratio is (x) less than or equal to 35.0 % or (y) greater than 35.0 % but less than or equal to 37.5 % with respect to not more than one fiscal quarter following a period in which the condition described in clause (x) was satisfied (the “Leverage Toggle”).

The Third Amendment also includes an adjustment to the sustainability-linked pricing provisions that allows the otherwise applicable interest rate margin to be reduced by up to two basis points (previously one basis point) if certain greenhouse gas emission reduction targets are achieved.

The greenhouse gas emission reduction targets have not been achieved as of March 31, 2025.

The following table summarizes the key terms of the Revolving Facility as of March 31, 2025 (dollars in thousands) :

Leverage-Based Pricing Investment-Grade Pricing

Credit Agreement Maturity Date Extension Option Extension Fee Credit Spread Facility Fee Credit Spread Facility Fee SOFR Adjustment

Credit Agreement Maturity Date Extension Options Extension Fee Credit Spread Facility Fee Credit Spread Facility Fee SOFR Adjustment

$ 1,100,000 unsecured revolving line of credit

1/8/2026 2 six -month

10/3/2028 1 one -year or 2 six -month

1.05 %– 1.50 %

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and (v) a minimum unencumbered interest coverage ratio.

As of September 30, 2024, we were in compliance with all such covenants.

Subsequent to September 30, 2024, the Operating Partnership and the Company entered into the Third Amendment (the “Third Amendment”) to the Sixth Amended and Restated Credit Agreement, dated as of July 8, 2021 (as amended, the “Amended Credit Agreement”) that extended the maturity date of the Revolving Facility to October 3, 2028 with the option to extend such maturity date for either one one-year period or up to two six-month periods at the Company’s election, subject to the payment of an extension fee and certain other customary conditions.

The credit spreads and facility fees for both the leverage-based and investment grade pricing grids remain the same;

however, the Company has the ability to obtain more favorable pricing in certain circumstances when its total leverage ratio is (x) less than or equal to 35.0 % or (y) greater than 35.0 % but less than or equal to 37.5 % with respect to not more than one fiscal quarter following a period in which the condition described in clause (x) was satisfied (the “Leverage Toggle”).

In addition, the Third Amendment includes an adjustment to the sustainability-linked pricing provisions that allows the otherwise applicable interest rate margin to be reduced by up to two basis points if certain greenhouse gas emission reduction targets are achieved.

As of March 31, 2025, we were in compliance with all such covenants.

As of March 31, 2025, we had outstanding letters of credit totaling $ 4.5 million with no amounts advanced against these instruments.

Unsecured Term Loans

As of September 30, 2024, the Operating Partnership has the following unsecured term loans:

(i) a $ 250.0 million unsecured term loan due October 2025 (the “$ 250 M Term Loan”), (ii) a $ 150.0 million unsecured term loan due July 2026 (the “$ 150 M Term Loan”), and (iii) the $ 300 M Term Loan that matures in July 2029, each of which bears interest at a rate of SOFR plus a credit spread.

The $ 150 M Term Loan and the $ 300 M Term Loan are each priced on a ratings-based pricing grid while the $ 250 M Term Loan is priced on a leverage-based pricing grid.

The agreements related to the $ 150 M Term Loan and $ 300 M Term Loan include a sustainability metric based on targeted greenhouse gas emission reductions, which

results in a reduction of the otherwise applicable interest rate margin by one basis point upon achievement of targets set forth in each agreement.

The greenhouse gas emission reduction targets have not been achieved as of September 30, 2024.

The following table summarizes the key terms of the unsecured term loans as of September 30, 2024 (dollars in thousands) :

As of March 31, 2025, the Operating Partnership has the following unsecured term loans:

(i) a $ 150.0 million unsecured term loan due July 2026 (the “$ 150 M Term Loan”), (ii) a $ 250.0 million unsecured term loan due October 2027 (the “$ 250 M Term Loan”), and (iii) the $ 300 M Term Loan that matures in July 2029, each of which bears interest at a rate of SOFR plus a credit spread based on a ratings-based pricing grid.

The loan agreement related to the $ 150 M Term Loan includes a sustainability metric based on targeted greenhouse gas emission reductions, which results in a reduction of the otherwise applicable interest rate margin by one basis point upon achievement of targets set forth therein.

The loan agreements related to the $ 250 M Term Loan and the $ 300 M Term Loan include the same Leverage Toggle for determining pricing and sustainability-linked pricing provisions as described above for the Third Amendment to the Credit Agreement.

The greenhouse gas emission reduction targets have not been achieved as of March 31, 2025.

The following table summarizes the key terms of the unsecured term loans as of March 31, 2025 (dollars in thousands) :

Unsecured Term Loans

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0.75 % – 1.60 %

2.00 % – 2.50 %

$ 250,000 unsecured term loan due 2027

10/24/2027 (1)

0.75 % – 1.60 %

N/A 0.75 % – 1.60 %

$ 300,000 unsecured term loan due 2029

7/29/2029 N/A 1.15 % – 2.20 %

(1) The maturity date may be extended for up to three additional periods of one year each at the Operating Partnership’s option, subject to certain conditions.

(1) The maturity date may be extended by one one-year period at the Operating Partnership’s option, subject to certain conditions.

The Operating Partnership has the option to increase the $ 150 M Term Loan to $ 250.0 million upon the Operating Partnership’s request, subject to certain conditions, including obtaining commitments from any one or more lenders, whether or not currently party to the term loan agreement, to provide such increased amounts.

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The unsecured term loan agreements all rank pari passu with the Operating Partnership’s Revolving Facility and other unsecured indebtedness of the Operating Partnership.

The Third Amendment also applied the Leverage Toggle and adjustment to the sustainability-linked pricing provisions to the $ 300 M Term Loan.

In addition, subsequent to September 30, 2024, the Operating Partnership entered into the Second Amendment (the “Second Amendment”) to the term loan agreement related to the $ 250 M Term Loan that extended the maturity date of the $ 250 M Term Loan to October 24, 2027 with the option to extend such maturity date by one one-year period at the Company’s election, subject to the payment of an extension fee and certain other customary conditions.

In conjunction with the Second Amendment, the $ 250 M Term Loan will be priced on a ratings-based pricing grid with the interest rate equal to (x) a margin ranging from 0.75 % to 1.60 % or (y) a base rate plus a margin ranging from 0.00 % to 0.60 % and includes the same Leverage Toggle for determining pricing and sustainability-linked pricing provisions as described above for the Third Amendment to the Amended Credit Agreement.

Debt Issuance Costs

Debt issuance costs are amortized over the terms of the respective loan agreements.

Debt issuance costs are amortized over the terms of the respective loans.

The following amounts of amortization of debt issuance costs are included as a component of “Interest expense” in the accompanying consolidated statements of operations and comprehensive income (in thousands) :

Nine Months Ended September 30,

Three Months Ended March 31,

Amortization of debt issuance costs $ 1,644 $ 929

Debt Discounts and Premiums

Debt discounts and premiums, including the related value of interest rate swaps that were assumed in the October 2021 merger with RPAI, are amortized over the terms of the respective loan agreements.

Debt discounts and premiums, including the related value of interest rate swaps that were assumed in the October 2021 merger with RPAI, are amortized over the terms of the respective loans.

The following amounts of amortization are included as a component of “Interest expense” in the accompanying consolidated statements of operations and comprehensive income (in thousands) :

Nine Months Ended September 30,

Three Months Ended March 31,

Amortization of debt discounts, premiums and hedge instruments $ 2,756 $ 3,756

In addition, the estimated amounts of the reduction to interest expense as of September 30, 2024 for each of the next five years and thereafter related to the amortization of debt discounts, premiums and assumed hedge instruments, assuming these instruments are held to maturity, are as follows (in thousands) :

October 2024 through December 2024 $ 3,011

In addition, the estimated amounts of the reduction to interest expense as of March 31, 2025 for each of the next five years and thereafter related to the amortization of debt discounts, premiums and assumed hedge instruments, assuming these instruments are held to maturity, are as follows (in thousands) :

April 2025 through December 2025 $ 4,730

Thereafter 484

Total unamortized debt discounts, premiums and hedge instruments $ 24,842

The following table reconciles total unamortized debt discounts, premiums and hedge instruments as of September 30, 2024 to the balance of unamortized discounts and premiums, net (in thousands) :

The following table reconciles total unamortized debt discounts, premiums and hedge instruments as of March 31, 2025 to the balance of unamortized discounts and premiums, net (in thousands) :

Unamortized discounts and premiums on mortgages payable, senior unsecured notes and unsecured term loans $ 23,610

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Fair Value of Fixed and Variable Rate Debt

As of September 30, 2024, the estimated fair value of fixed rate debt was $ 2.5 billion compared to the book value of $ 2.5 billion.

The fair value was estimated using Level 2 and 3 inputs with cash flows discounted at current borrowing rates for similar instruments, which ranged from 5.18 % to 6.26 %.

As of September 30, 2024, the estimated fair value of variable rate debt was $ 717.0 million compared to the book value of $ 715.2 million.

The fair value was estimated using Level 2 and 3 inputs with cash flows discounted at current borrowing rates for similar instruments, which ranged from 6.00 % to 6.05 %.

As of March 31, 2025, the estimated fair value of fixed rate debt was $ 2.1 billion compared to the book value of $ 2.2 billion.

The fair value was estimated using Level 2 and Level 3 inputs with cash flows discounted at current borrowing rates for similar instruments, which ranged from 5.48 % to 6.65 %.

As of March 31, 2025, the estimated fair value of variable rate debt was $ 749.5 million compared to the book value of $ 748.0 million.

The fair value was estimated using Level 2 and Level 3 inputs with cash flows discounted at a current borrowing rate for similar instruments of 5.47 %.

DERIVATIVE INSTRUMENTS, HEDGING ACTIVITIES AND OTHER COMPREHENSIVE INCOME

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The agreements with each of our derivative counterparties provide that in the event of default on any of our indebtedness, we could also be declared in default on our derivative obligations.

The following table summarizes the terms and fair values of the Company’s derivative financial instruments that were designated and qualified as part of a hedging relationship as of September 30, 2024 and December 31, 2023 (dollars in thousands) :

The following table summarizes the terms and fair values of the Company’s derivative financial instruments that were designated and qualified as part of a hedging relationship as of March 31, 2025 and December 31, 2024 (dollars in thousands) :

Fair Value Assets (Liabilities) (1)

Type of Hedge Number of Instruments Aggregate Notional Reference Rate Interest Rate Effective Date Maturity Date September 30, 2024 December 31, 2023

Type of Hedge Number of Instruments Aggregate Notional Reference Rate Interest Rate Effective Date Maturity Date March 31, 2025 December 31, 2024

Cash Flow Four $ 250,000 SOFR 2.99 % 12/1/2022 10/24/2025 $ 1,579 $ 2,307

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Cash Flow Three 150,000 SOFR 1.68 % 8/15/2022 7/17/2026 4,051 5,316

Cash Flow Three 150,000 SOFR 1.68 % 8/15/2022 7/17/2026 4,621 7,744

$ 700,000 $ 7,410 $ 10,608

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4/23/2021 9/10/2025 $ ( 2,569 ) $ ( 3,937 )

Forward-Starting

Cash Flow (3)

Three $ 150,000 SOFR 3.44 % 6/28/2024 6/28/2034 $ — $ ( 700 )

(1) Derivatives in an asset position are included within “Prepaid and other assets” and derivatives in a liability position are included within “Accounts payable and accrued expenses” in the accompanying consolidated balance sheets.

(2) The derivative agreements swap a blended fixed rate of 4.52 % for a blended floating rate of three-month SOFR plus 3.70 %.

(3) The forward-starting interest rate swaps were terminated in conjunction with the issuance of the Notes Due 2034.

In August 2024, we entered into two intraday interest rate lock agreements with notional amounts totaling $ 350.0 million that fixed the interest rate on a portion of the Notes Due 2031, which were issued in August 2024, at 3.75 %.

We paid $ 0.1 million upon termination, which is included as a component of “Accumulated other comprehensive income” in the accompanying consolidated balance sheets and is being reclassified as an increase to interest expense over the term of the debt.

In December 2023, we entered into three forward-starting interest rate swap agreements with notional amounts totaling $ 150.0 million that swap a floating rate of compound SOFR for a fixed rate of 3.44 % with an effective date of June 28, 2024 and a maturity date of June 28, 2034.

These interest rate swaps fixed the interest rate on a portion of the Notes Due 2034, which were issued in January 2024, and were subsequently terminated upon issuance of the Notes Due 2034.

We received $ 0.7 million upon termination, which is included as a component of “Accumulated other comprehensive income” in the accompanying consolidated balance sheets and is being reclassified as a reduction to interest expense over the term of the debt.

In October 2022, we terminated two forward-starting interest rate swaps with notional amounts totaling $ 150.0 million and a maturity date of June 1, 2032 and received $ 30.9 million upon termination.

This settlement is included as a component of “Accumulated other comprehensive income” in the accompanying consolidated balance sheets and is being reclassified to earnings over time as the hedged items are recognized in earnings.

During the year ended December 31, 2023, we accelerated the reclassification of $ 3.1 million in accumulated other comprehensive income as a reduction to interest expense as a result of a portion of the hedged forecasted transaction becoming probable not to occur.

In January 2024, we completed a public offering of the Notes Due 2034.

The remaining balance in accumulated other comprehensive income is being reclassified as a reduction to interest expense over the term of the debt.

These interest rate derivative agreements are the only assets or liabilities that we record at fair value on a recurring basis.

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These techniques consider the contractual terms of the derivatives (including the period to maturity) and use observable market-based inputs such as interest rate curves and implied volatilities.

We also incorporate credit valuation adjustments into the fair value measurements to reflect nonperformance risk on both our part and that of the respective counterparties.

We also incorporate credit valuation adjustments into the fair value measurements to reflect non-performance risk on both our part and that of the respective counterparties.

We have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, although the credit valuation adjustments associated with our derivatives use Level 3 inputs such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties.

As of September 30, 2024 and December 31, 2023, we assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and determined that the credit valuation adjustments were not significant to the overall valuation of our

As a result, we have determined that our derivative valuations were classified within Level 2 of the fair value hierarchy.

As of March 31, 2025 and December 31, 2024, we assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and determined that the credit valuation adjustments were not significant to the overall valuation of our derivatives.

As a result, we have determined that our derivative valuations are classified within Level 2 of the fair value hierarchy.

Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to earnings over time as the hedged items are recognized in earnings.

Approximately $ 4.1 million and $ 13.9 million was reclassified as a reduction to interest expense during the three and nine months ended September 30, 2024, respectively.

Approximately $ 5.5 million and $ 13.2 million was reclassified as a reduction to interest expense during the three and nine months ended September 30, 2023, respectively.

Approximately $ 2.6 million and $ 4.9 million was reclassified as a reduction to interest expense during the three months ended March 31, 2025 and 2024, respectively.

As interest payments on our derivatives are made over the next 12 months, we estimate the decrease to interest expense to be approximately $ 10.8 million, assuming the current SOFR curve.

Unrealized gains and losses on our interest rate derivative agreements are the only components of the change in accumulated other comprehensive income.

SEGMENT REPORTING

An operating segment is a component of a public entity that engages in business activities from which it may earn revenues and incur expenses and has discrete financial information available that is regularly reviewed by the chief operating decision maker (the “CODM”).

The Company’s primary business is the ownership and operation of high-quality, open-air shopping centers and mixed-use assets that are primarily grocery-anchored and located in high-growth Sun Belt markets and select strategic gateway markets in the United States.

We derive our revenue primarily from the collection of contractual rents and reimbursement payments from

tenants under existing lease agreements at each of our properties.

The Company’s CODM, which is its Chief Executive Officer, regularly reviews operating and financial information for each property on an individual basis;

therefore, each property represents an individual operating segment.

The CODM does not distinguish or group our operations on a geographical or any other basis for purposes of measuring performance and allocating capital.

Across our properties, the financial performance, revenue generating activities, and customer base is determined to be economically similar;

therefore, all operating segments have been aggregated into one reportable segment.

The CODM measures and evaluates the financial performance of our portfolio of properties and decides how resources are allocated based on net operating income.

The CODM uses net operating income to evaluate income generated from each property in deciding whether to reinvest profits for recurring capital expenditures or into other parts of the business, such as for acquisitions, developments, scheduled interest and principal payments on our indebtedness, or to pay dividends.

Net operating income is also used to monitor budget versus actual results in assessing the performance of our properties.

The CODM does not regularly review total assets for our single reportable segment as total assets are not used to assess performance or allocate resources.

The following table presents information on the Company’s reported segment revenue, net operating income, and significant segment expenses that are provided to the CODM and included within the Company’s single reportable operating segment measure of profit or loss:

Three Months Ended March 31,

Minimum rent $ 173,988 $ 161,045

Tenant reimbursements 46,213 43,577

Bad debt reserve ( 2,076 ) ( 589 )

Other property-related revenue 1,640 841

Overage rent 1,048 1,780

Total revenue 220,813 206,654

Property operating – recoverable 25,798 23,763

Property operating – non-recoverable 3,661 4,009

Real estate taxes 27,604 26,373

Total expenses 57,063 54,145

Net operating income 163,750 152,509

Other (expense) income:

Other general and administrative expenses ( 12,258 ) ( 12,784 )

Fee income 425 315

Depreciation and amortization ( 98,231 ) ( 100,379 )

Interest expense ( 32,954 ) ( 30,364 )

Equity in loss of unconsolidated subsidiaries ( 607 ) ( 420 )

Gain on sale of unconsolidated property, net — 2,325

Income tax expense of taxable REIT subsidiaries ( 10 ) ( 158 )

Other income, net 4,058 3,628

Gain (loss) on sales of operating properties, net 91 ( 236 )

Net income 24,264 14,436

Net income attributable to noncontrolling interests ( 534 ) ( 280 )

Net income attributable to common shareholders $ 23,730 $ 14,156

SHAREHOLDERS’ EQUITY

Distributions

Our Board of Trustees declared a cash distribution of $ 0.26 per common share and Common Unit for the third quarter of 2024.

This distribution was paid on October 16, 2024 to common shareholders and common unitholders of record as of October 9, 2024.

For the nine months ended September 30, 2024, we declared cash distributions totaling $ 0.76 per common share and Common Unit.

For the three and nine months ended September 30, 2023, we declared cash distributions of $ 0.24 and $ 0.72 per common share and Common Unit, respectively.

Our Board of Trustees declared a cash distribution of $ 0.27 per common share and Common Unit for the first quarter of 2025.

This distribution was paid on April 16, 2025 to common shareholders and common unitholders of record as of April 9, 2025.

For the three months ended March 31, 2024, we declared a cash distribution of $ 0.25 per common share and Common Unit.

Share Repurchase Program

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The timing of share repurchases and the number of common shares to be repurchased under the Share Repurchase Program will depend upon prevailing market conditions, regulatory requirements, and other factors.

In February 2024, the Company extended the Share Repurchase Program for an additional year to February 28, 2025, if not terminated or extended prior to that date.

As of September 30, 2024, the Company has no t repurchased any shares under the Share Repurchase Program.

In January 2025, the Company extended the Share Repurchase Program for an additional year to February 28, 2026, if not terminated or extended prior to that date.

As of March 31, 2025, the Company has no t repurchased any shares under the Share Repurchase Program.

EARNINGS PER SHARE OR UNIT

Basic earnings per share or unit is calculated based on the weighted average number of common shares or units outstanding during the period.

Diluted earnings per share or unit is calculated based on the weighted average number of common shares or units outstanding during the period combined with the incremental average common shares or units that would have been outstanding assuming the conversion of all potentially dilutive common shares or units into common shares or units as of the earliest date possible.

Diluted earnings per share or unit is calculated based on the weighted average number of common shares or units outstanding during the period combined with the incremental weighted average common shares or units that would have been outstanding assuming the conversion of all potentially dilutive common shares or units into common shares or units as of the earliest date possible.

Potentially dilutive securities include (i) outstanding options to acquire common shares;

(ii) Limited Partner Units, which may be exchanged for either cash or common shares at the Parent Company’s option and under certain circumstances;

(iii) AO LTIP Units;

(iv) deferred common share units, which may be credited to the personal accounts of non-employee trustees in lieu of compensation paid in cash or the issuance of common shares to such trustees, and (v) common shares issuable upon the exchange of the Company’s Exchangeable Notes.

(iii) Appreciation Only Long-Term Incentive Plan Units;

(iv) deferred common share units, which may be credited to the personal accounts of members of the Board of Trustees in lieu of compensation paid in cash or the issuance of common shares to such trustees, and (v) common shares issuable upon the exchange of the Company’s Exchangeable Notes.

The Company calculates the potential dilutive effect of the Exchangeable Notes under the if-converted method, which considers only the amounts settled in excess of the principal in diluted earnings per share as the principal must be paid in cash.

Limited Partner Units have been omitted from the Parent Company’s denominator for the purpose of computing diluted earnings per share since the effect of including those amounts in the denominator would have no dilutive impact.

Weighted average Limited Partner Units outstanding were 3.9 million and 3.7 million for the three and nine months ended September 30, 2024, and 3.3 million and 3.1 million for the three and nine months ended September 30, 2023, respectively.

The following summarizes the calculation of basic and diluted earnings per share for the Parent Company.

We have omitted the calculation of basic and diluted earnings per unit since the dilutive securities for the Operating Partnership are the same as those for the Parent Company (dollars in thousands, except per share data) :

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Net income (loss) attributable to common shareholders –

basic and diluted

$ 16,729 $ 2,070 $ ( 17,753 ) $ 39,519

Weighted average common shares outstanding – basic 219,665,836 219,381,248 219,596,590 219,323,570

Effect of dilutive securities:

AO LTIP Units 244,447 529,790 — 430,999

Deferred common share units 68,956 65,042 — 54,974

Exchangeable Notes 117,454 — — —

Weighted average common shares outstanding – diluted 220,096,693 219,976,080 219,596,590 219,809,543

Net income (loss) per common share – basic $ 0.08 $ 0.01 $ ( 0.08 ) $ 0.18

Net income (loss) per common share – diluted $ 0.08 $ 0.01 $ ( 0.08 ) $ 0.18

Due to the net loss allocable to common shareholders and common unitholders for the nine months ended September 30, 2024, no securities had a dilutive impact for that period.

Weighted average Limited Partner Units outstanding were 4.5 million and 3.6 million for the three months ended March 31, 2025 and 2024, respectively.

COMMITMENTS AND CONTINGENCIES

Other Commitments and Contingencies

We are obligated under various completion guarantees with certain lenders and lease agreements with tenants to complete all or portions of a development project and tenant-specific space currently under construction.

We believe we currently have sufficient financing in place to fund these projects and expect to do so primarily through free cash flow or borrowings on the Revolving Facility.

In 2017, we provided a repayment guaranty on a $ 33.8 million construction loan associated with the development of the Embassy Suites at the University of Notre Dame, consistent with our 35 % ownership interest.

Our portion of the repayment guaranty was limited to $ 5.9 million, and the guaranty’s term was through July 1, 2024, the maturity date of the construction loan.

In July 2024, the joint venture repaid the construction loan and we contributed $ 10.2 million representing our 35 % share of the debt repaid.

In 2021, we provided repayment and completion guaranties on loans totaling $ 66.2 million associated with the development of The Corner mixed-use project in the Indianapolis MSA.

As of September 30, 2024, the outstanding balance of the loans was $ 69.9 million, of which our share was $ 35.0 million.

In 2021, we provided repayment and completion guarantees on loans totaling $ 66.2 million associated with the development of The Corner mixed-use project in the Indianapolis MSA.

As of March 31, 2025, the outstanding balance of the loans was $ 68.4 million, of which our share was $ 34.2 million.

As of March 31, 2025, we had outstanding letters of credit totaling $ 4.5 million with no amounts advanced against these instruments.

Legal Proceedings

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SUBSEQUENT EVENTS

Subsequent to September 30, 2024, we entered into the third amendment to the sixth amended and restated unsecured credit agreement and amended the terms of the $ 250 M Term Loan.

See Note 7 to the consolidated financial statements for further details.

Subsequent to March 31, 2025:

• we closed on the disposition of Stoney Creek Commons, an 84,094 square foot multi-tenant retail property in the Indianapolis MSA, which was classified as held for sale as of March 31, 2025, for a gross sales price of $ 9.5 million.

The proceeds are restricted for 180 days related to a potential 1031 Exchange;

• the Joint Venture with GIC closed on the acquisition of Legacy West, a 344,076 square foot operating retail property in the Dallas/Ft.

Worth MSA, for a gross purchase price of $ 785.0 million, including the assumption of $ 304.0 million of debt.

The Company’s share of the purchase price is $ 408.2 million, and the acquisition was initially funded with borrowings of $ 255.0 million on the Company’s unsecured revolving line of credit.

See Note 3 for further details.

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-Q

Item 1. Financial Statements