What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-04-30 compared with 2024-10-31 · 168 added, 239 removed, 290 unchanged (58% of the section changed)

8 unchanged sentences

• economic, business, banking, real estate and other market conditions, particularly in connection with low or negative growth in the U.S.

economy as well as economic uncertainty (including a potential economic slowdown or recession, rising interest rates, inflation, unemployment, or limited growth in consumer income or spending);

economy as well as economic uncertainty (including from an economic slowdown or recession, disruptions related to tariffs and other trade or sanction issues, rising interest rates, inflation, unemployment, or limited growth in consumer income or spending);

• financing risks, including the availability of, and costs associated with, sources of liquidity;

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• changes in laws and government regulations, including governmental orders affecting the use of our properties or the ability of our tenants to operate, and the costs of complying with such changed laws and government regulations;

• possible short-term or long-term changes in consumer behavior due to COVID-19 and the fear of future pandemics;

• possible changes in consumer behavior due to public health crises and the fear of future pandemics;

• our ability to satisfy environmental, social or governance standards set by various constituencies;

• insurance costs and coverage, especially in Florida and Texas coastal areas;

• risks associated with cybersecurity attacks and the loss of confidential information and other business disruptions;

• risks associated with cyber attacks and the loss of confidential information and other business disruptions;

• risks associated with the use of artificial intelligence and related tools;

• other factors affecting the real estate industry generally;

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Our Business and Properties

Kite Realty Group Trust is a publicly held REIT that, through its majority-owned subsidiary, Kite Realty Group, L.P., 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 and select strategic gateway markets in the United States.

Kite Realty Group Trust is a publicly held REIT that, through its majority-owned subsidiary, Kite Realty Group, L.P., 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.

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.

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retail sector, interest rate volatility, stability in the banking sector, job growth, the real estate market, and overall economic conditions.

As of September 30, 2024, we owned interests in 179 operating retail properties totaling approximately 27.7 million square feet, excluding one operating retail property classified as held for sale as of September 30, 2024, and one office property with 0.3 million square feet.

As of March 31, 2025, we own interests in 180 operating retail properties totaling approximately 27.8 million square feet, excluding two operating retail properties classified as held for sale as of March 31, 2025, and two office properties with 0.4 million square feet.

Of the 180 operating retail properties, 10 contain an office component.

We also owned three development projects under construction as of this date and an additional two properties with future redevelopment opportunities.

Many of our leases contain provisions designed to mitigate the adverse impact of inflation, including annual rent increases and requirements for tenants to pay a share of operating expenses, including common area maintenance, real estate taxes, insurance or other operating expenses related to the maintenance of our properties, with escalation clauses in most leases.

Over the last year, we have made significant progress in executing leases that include higher fixed-rent bumps while also including CPI-based, anti-gouging protection for tenants.

We also own interests in one development project under construction as of March 31, 2025 and an additional two properties with future redevelopment opportunities.

Inflation and Tariffs

We continue to monitor the impact of inflation and tariffs on our operating and financial performance.

Although inflation has moderated significantly from peak levels experienced during 2022, inflation may increase in the near future given the recent enactment of tariffs on all imported goods and targeting specific countries by the U.S.

These tariffs may lead to higher prices for many of the products that our tenants sell, potentially reducing consumer demand and spending and impacting our tenants’ sales volume.

This, in turn, could put downward pricing pressure on rents that we are able to charge to new or renewing tenants, such that rent spreads and, in some cases, our percentage rents could be impacted.

Additionally, uncertainty regarding the scope and duration of the current and potential tariffs can lead to significant business uncertainty, affecting our tenants’ strategic planning and store expansion plans.

Many of our leases contain provisions designed to mitigate the adverse impact of inflation, including stated rent increases and requirements for tenants to pay a share of operating expenses, including common area maintenance, real estate taxes, insurance, or other operating expenses related to the maintenance of our properties, with escalation clauses in most leases.

Over the past two years, we have made significant progress in executing leases that include higher fixed-rent increases while also including consumer price index-based, anti-gouging protection for tenants.

However, the stated rent increases or limits on such tenant’s obligation to pay its share of operating expenses could be lower than the increase in inflation at any given time.

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Historically, economic indicators such as GDP growth, consumer confidence, and employment have been correlated with demand for certain of our tenants’ products and services.

If an economic recession returns, it could, among other impacts, (i) increase the number of our tenants that are unable to meet their lease obligations to us and (ii) limit the demand for space in our properties from new tenants.

An economic recession could, among other impacts, increase the number of our tenants that are unable to meet their lease obligations to us and limit the demand from new tenants for space in our properties.

Operating Activity

During the third quarter of 2024, we executed new and renewal leases on 205 individual spaces totaling 1,651,986 square feet (11.1% cash leasing spread on 155 comparable leases).

New leases were signed on 63 individual spaces for 284,580 square feet of gross leasable area (“GLA”) (24.9% cash leasing spread on 35 comparable leases), while non-option renewal leases were

signed on 81 individual spaces for 477,515 square feet of GLA (11.9% cash leasing spread on 59 comparable leases) and option renewals were signed on 61 individual spaces for 889,891 square feet of GLA (7.7% cash leasing spread).

During the first quarter of 2025, we executed new and renewal leases on 182 individual spaces totaling 843,829 square feet (13.7% cash leasing spread on 126 comparable leases).

New leases were signed on 58 individual spaces for 169,703 square feet of gross leasable area (“GLA”) (15.6% cash leasing spread on 26 comparable leases), while non-option renewal leases were signed on 91 individual spaces for 331,781 square feet of GLA (20.1% cash leasing spread on 67 comparable leases) and option renewals were signed on 33 individual spaces for 342,345 square feet of GLA (7.0% cash leasing spread).

The blended cash spread for comparable new and non-option renewal leases was 18.7%.

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Results of Operations

The comparability of results of operations for the three and nine months ended September 30, 2024 and 2023 is affected by our development, redevelopment, and operating property acquisition and disposition activities during these periods.

The comparability of results of operations for the three months ended March 31, 2025 and 2024 is affected by our development, redevelopment, and operating property acquisition and disposition activities during these periods.

Therefore, we believe it is most useful to review the comparisons of our results of operations for these periods in conjunction with the discussion of our activities during those periods, which is set forth below.

The following operating properties were acquired during the period from January 1, 2023 through September 30, 2024:

The following operating properties were acquired during the period from January 1, 2024 through March 31, 2025:

Property Name MSA Acquisition Date GLA

Prestonwood Place Dallas/Ft.

Worth September 22, 2023 155,975

Parkside West Cobb Atlanta August 30, 2024 141,627

The following operating and other properties were sold during the period from January 1, 2023 through September 30, 2024:

Village Commons Miami January 15, 2025 170,976

Subsequent to March 31, 2025, we acquired a 52% interest in Legacy West, a 344,076 square foot, mixed-use operating retail property in the Dallas/Ft.

Worth MSA, in a joint venture with GIC 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%.

Our share of the purchase price is $408.2 million.

Legacy West also contains 443,553 square feet of office space and 782 multifamily units.

The following operating property was sold during the period from January 1, 2024 through March 31, 2025:

Property Name MSA Disposition Date GLA

Kingwood Commons Houston May 8, 2023 158,172

Pan Am Plaza & Garage Indianapolis June 8, 2023 —

Reisterstown Road Plaza Baltimore September 11, 2023 376,683

Eastside Dallas/Ft.

Worth October 24, 2023 43,640

Ashland & Roosevelt Chicago May 31, 2024 104,176

In addition, during the nine months ended September 30, 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.

In addition to the above disposition, Stoney Creek Commons, an 84,094 square foot multi-tenant retail property in the Indianapolis MSA, is classified as held for sale as of March 31, 2025 and was sold on April 4, 2025.

In January 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.

Glendale Center Apartments is adjacent to our Glendale Town Center operating retail property in the Indianapolis MSA.

Development and Redevelopment Projects

The following properties were under active development or redevelopment at various times during the period from January 1, 2023 through September 30, 2024 and removed from our operating portfolio:

The following properties were under active development or redevelopment at various times during the period from January 1, 2024 through March 31, 2025 and removed from our operating portfolio:

Project Name MSA Transition to

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Active Projects

Carillon MOB (2)

Washington, D.C.

October 2021 Pending 126,000

The Corner – IN (2)

Indianapolis December 2015 Pending 24,000

One Loudoun Expansion (2)

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Completed Projects

The Landing at Tradition – Phase II Port St.

Lucie, FL September 2021 June 2023 39,900

Carillon medical office building (5)

Washington, D.C.

October 2021 December 2024 125,277

The Corner – IN (6)

Indianapolis December 2015 March 2025 23,776

(1) Transition date represents the date the property was transferred from our operating portfolio into redevelopment status.

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(“RPAI”) projects, the transition date represents the later of the date of the closing of the merger (October 2021) and the date the project was transferred into redevelopment status.

(2) The property is comprised of the development project (which has been excluded from the Company’s same property pool due to the ongoing development) and the remaining retail operating portion of the property (which is included in the Company’s same property pool as of March 31, 2025).

(3) This property has been identified as a redevelopment property and is not included in the operating portfolio or the same property pool.

The redevelopment projects at Hamilton Crossing Centre and The Corner – IN will include the creation of a mixed-used development.

(3) The property is comprised of the development project (which has been excluded from the Company’s same property pool due to the ongoing development) and the remaining retail operating portion of the property (which is included in the Company’s same property pool as of September 30, 2024).

The redevelopment project at Hamilton Crossing Centre will include the creation of a mixed-used development.

(4) Approximately half of the Hamilton Crossing site was sold in January 2022 to Republic Airways Inc.

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Phase I of the corporate campus was completed in 2023.

Comparison of Operating Results for the Three Months Ended September 30, 2024 to the Three Months Ended September 30, 2023

The following table reflects changes in the components of our consolidated statements of operations for the three months ended September 30, 2024 and 2023 (in thousands) :

Three Months Ended

September 30,

(5) This property is included in the office portfolio and is not included in the operating portfolio or the same property pool.

(6) This property is included in the operating portfolio and is not included in the same property pool.

In addition, in December 2024, the Company disposed of the first phase of a land parcel and the rights to develop 24 residential units at One Loudoun Expansion in the Washington, D.C.

The Company is under contract to sell the remaining land and the rights to develop an additional 54 residential units, which are expected to close in phases through 2026.

Comparison of Operating Results for the Three Months Ended March 31, 2025 to the Three Months Ended March 31, 2024

The following table reflects changes in the components of our consolidated statements of operations for the three months ended March 31, 2025 and 2024 (in thousands) :

Three Months Ended March 31,

2025 2024 Change

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Depreciation and amortization 98,231 100,379 (2,148)

Impairment charges — 477 (477)

Total expenses 168,076 167,778 298

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Equity in loss of unconsolidated subsidiaries (607) (420) (187)

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

Other income, net 4,058 3,628 430

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Three Months Ended

September 30, 2023 to 2024

Properties or components of properties sold or held for sale during 2023 and/or 2024 $ (4,153)

Properties under redevelopment or acquired during 2023 and/or 2024 2,397

Properties fully operational during 2023 and 2024 and other 2,700

The net increase of $2.7 million in rental income for properties that were fully operational during 2023 and 2024 is primarily due to increases in the following:

(i) base minimum rent of $2.8 million due to contractual rent changes, (ii) tenant reimbursements of $1.0 million due to higher recoverable common area maintenance expenses, and (iii) lease termination income of $0.6 million.

These variances were partially offset by an increase in bad debt expense of $1.2 million and a decrease in overage rent of $0.5 million.

The occupancy of the fully operational properties increased from 91.5% for the three months ended September 30, 2023 to 91.7% for the three months ended September 30, 2024.

Other property-related revenue primarily consists of parking revenues, gains on the sale of land and other miscellaneous activity.

This revenue decreased by $0.3 million primarily as a result of lower gains on sales of land recognized during the three months ended September 30, 2024, partially offset by an increase in miscellaneous income of $0.3 million.

We recorded fee income of $0.5 million and $1.1 million during the three months ended September 30, 2024 and 2023, respectively, from property management and development services provided to third parties and unconsolidated joint ventures.

The decrease in fee income is primarily related to a decrease in development fees earned related to the development of a corporate campus for Republic Airways at Hamilton Crossing Centre.

Property operating expenses increased $0.1 million, or 0.4%, due to the following (in thousands) :

Three Months Ended

September 30, 2023 to 2024

Properties or components of properties sold or held for sale during 2023 and/or 2024 $ (471)

Properties under redevelopment or acquired during 2023 and/or 2024 241

Properties fully operational during 2023 and 2024 and other 342

The net increase of $0.3 million in property operating expenses for properties that were fully operational during 2023 and 2024 is primarily due to increases in insurance expenses of $1.0 million and landscaping and repairs and maintenance expenses of $0.6 million, partially offset by decreases in non-recoverable expenses of $0.8 million and utilities of $0.4 million.

As a percentage of revenue, property operating expenses increased from 13.3% to 13.4% due to an increase in expenses in 2024.

Real estate taxes decreased $1.2 million, or 4.7%, due to the following (in thousands) :

Three Months Ended

September 30, 2023 to 2024

Properties or components of properties sold or held for sale during 2023 and/or 2024 $ (514)

Properties under redevelopment or acquired during 2023 and/or 2024 192

Properties fully operational during 2023 and 2024 and other (911)

Total $ (1,233)

The net decrease of $0.9 million in real estate taxes for properties that were fully operational during 2023 and 2024 is primarily due to (i) lower expected real estate tax assessments at certain properties in the portfolio in 2024, (ii) an increase in real estate tax refunds received during the three months ended September 30, 2024, and (iii) higher capitalized real estate tax expenses related to signed anchor leases at certain properties in the portfolio in 2024.

The majority of real estate tax expense is

recoverable from tenants and such recovery is reflected within “Rental income” in the accompanying consolidated statements of operations and comprehensive income.

General, administrative and other expenses decreased $0.7 million, or 4.7%, primarily due to lower compensation expense and a decrease in consulting fees in 2024.

Depreciation and amortization expense decreased $9.3 million, or 8.8%, due to the following (in thousands) :

Three Months Ended

September 30, 2023 to 2024

Properties or components of properties sold or held for sale during 2023 and/or 2024 $ (3,404)

Properties under redevelopment or acquired during 2023 and/or 2024 1,341

Properties fully operational during 2023 and 2024 and other (7,211)

Total $ (9,274)

The net decrease of $7.2 million in depreciation and amortization at properties that were fully operational during 2023 and 2024 is primarily due to the timing of placing assets in service and writing-off tenant-related assets as a result of tenant move-outs along with certain assets acquired in the October 2021 merger with RPAI that became fully depreciated during the three months ended September 30, 2024.

Based on the results of our evaluations for impairment during the three months ended September 30, 2023 (see Note 4 to the accompanying consolidated financial statements), we recognized a $0.5 million impairment charge on Eastside, a retail operating property in the Dallas/Ft.

Worth MSA that was sold on October 24, 2023.

No impairment charges were recorded during the three months ended September 30, 2024.

We recorded a net gain on sales of operating properties of $0.6 million for the three months ended September 30, 2024 as a result of the receipt of an escrow related to the disposition of Reisterstown Road Plaza that previously closed on September 11, 2023.

We recorded a net loss on sales of operating properties of $6.0 million for the three months ended September 30, 2023 on the sale of Reisterstown Road Plaza.

Interest expense increased $6.2 million, or 24.2%, primarily due to interest on the January 2024 public offering of $350.0 million in aggregate principal amount of 5.50% senior unsecured notes due 2034 (the “Notes Due 2034”) and the August 2024 public offering of $350.0 million in aggregate principal amount of 4.95% senior unsecured notes due 2031 (the “Notes Due 2031”).

Other income, net increased $3.4 million primarily due to interest income earned on the proceeds from the Notes Due 2031, which were invested in short-term deposits during the three months ended September 30, 2024.

Comparison of Operating Results for the Nine Months Ended September 30, 2024 to the Nine Months Ended September 30, 2023

The following table reflects changes in the components of our consolidated statements of operations for the nine months ended September 30, 2024 and 2023 (in thousands) :

Nine Months Ended September 30,

2024 2023 Change

Rental income $ 616,583 $ 612,889 $ 3,694

Other property-related revenue 6,321 5,971 350

Fee income 4,222 3,868 354

Total revenue 627,126 622,728 4,398

Property operating 84,401 82,190 2,211

Real estate taxes 78,247 80,333 (2,086)

General, administrative and other 39,009 41,800 (2,791)

Depreciation and amortization 296,326 323,463 (27,137)

Impairment charges 66,201 477 65,724

Total expenses 564,184 528,263 35,921

(Loss) gain on sales of operating properties, net (864) 22,468 (23,332)

Operating income 62,078 116,933 (54,855)

Other (expense) income:

Interest expense (92,985) (78,114) (14,871)

Income tax expense of taxable REIT subsidiaries (325) (84) (241)

Equity in loss of unconsolidated subsidiaries (1,201) (173) (1,028)

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

Other income, net 12,294 1,657 10,637

Net (loss) income (17,814) 40,219 (58,033)

Net loss (income) attributable to noncontrolling interests 61 (700) 761

Net (loss) income attributable to common shareholders $ (17,753) $ 39,519 $ (57,272)

Property operating expense to total revenue ratio 13.5 % 13.2 %

Rental income (including tenant reimbursements) increased $3.7 million, or 0.6%, due to the following (in thousands) :

Nine Months Ended

September 30, 2023 to 2024

March 31, 2024 to 2025

Properties or components of properties sold or held for sale during 2024 and/or 2025 $ (127)

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The net increase of $11.4 million in rental income for properties that were fully operational during 2024 and 2025 is primarily due to increases in the following:

(i) base minimum rent of $5.1 million due to contractual rent changes, (ii) tenant reimbursements of $5.1 million due to higher recoverable common area maintenance expenses, and (iii) ancillary income of $1.0 million.

These variances were partially offset by an increase in bad debt expense of $1.2 million and decreases in lease termination income of $0.7 million and overage rent of $0.3 million.

(i) base minimum rent of $6.6 million due to contractual rent changes and improving occupancy, (ii) lease termination income of $4.8 million, and (iii) tenant reimbursements of $2.2 million due to higher recoverable common area maintenance expenses.

These variances were partially offset by an increase in bad debt expense of $1.4 million and a decrease in overage rent of $0.6 million and ancillary income of $0.2 million.

The occupancy of the fully operational properties increased from 91.2% for the three months ended March 31, 2024 to 91.9% for the three months ended March 31, 2025.

Other property-related revenue primarily consists of parking revenues, gains on the sale of land, and other miscellaneous activity.

This revenue increased by $0.4 million primarily as a result of higher gains on sales of land recognized during the nine

months ended September 30, 2024, partially offset by decreases in miscellaneous income of $0.4 million and parking revenue of $0.4 million.

We recorded fee income of $4.2 million and $3.9 million during the nine months ended September 30, 2024 and 2023, respectively, from property management and development services provided to third parties and unconsolidated joint ventures.

The increase in fee income is primarily related to development fees earned related to the development of a hotel on the Pan Am Plaza site during 2024, partially offset by a decrease in development fees earned related to the development of a corporate campus for Republic Airways at Hamilton Crossing Centre in 2024 due to the completion of Phase I of the corporate campus in 2023.

This revenue increased by $0.9 million primarily as a result of the receipt of $0.7 million of insurance proceeds during the three months ended March 31, 2025 related to a hail storm at one of our properties.

We recorded fee income of $0.4 million and $0.3 million during the three months ended March 31, 2025 and 2024, respectively, from property management and development services provided to third parties and unconsolidated joint ventures.

The increase in fee income is primarily related to development fees earned related to phase two of the development of a corporate campus for Republic Airways at Hamilton Crossing Centre.

Property operating expenses increased $1.7 million, or 6.2%, due to the following (in thousands) :

Nine Months Ended

September 30, 2023 to 2024

Three Months Ended

March 31, 2024 to 2025

Properties or components of properties sold or held for sale during 2024 and/or 2025 $ 64

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The net increase of $1.4 million in property operating expenses for properties that were fully operational during 2024 and 2025 is primarily due to increases in the following:

(i) $2.0 million in insurance expenses, (ii) $1.9 million in landscaping and repairs and maintenance expenses, (iii) $0.4 million in non-recoverable operating expenses, and (iv) $0.3 million in security expenses.

These variances were partially offset by a decrease in utilities of $0.6 million.

As a percentage of revenue, property operating expenses increased from 13.2% to 13.5% due to an increase in expenses in 2024.

Real estate taxes decreased $2.1 million, or 2.6%, due to the following (in thousands) :

Nine Months Ended

September 30, 2023 to 2024

(i) snow removal expenses of $0.8 million, (ii) insurance expenses of $0.6 million, and (iii) utilities of $0.2 million.

As a percentage of revenue, property operating expenses decreased from 13.5% to 13.4% due to an increase in revenue in 2025.

Real estate taxes increased $1.2 million, or 4.6%, due to the following (in thousands) :

Three Months Ended

March 31, 2024 to 2025

Properties or components of properties sold or held for sale during 2024 and/or 2025 $ (267)

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Total $ 1,227

The net decrease of $1.0 million in real estate taxes for properties that were fully operational during 2023 and 2024 is primarily due to lower expected real estate tax assessments at certain properties in the portfolio in 2024 and higher capitalized real estate tax expenses related to signed anchor leases at certain properties in the portfolio in 2024.

The net increase of $1.2 million in real estate taxes for properties that were fully operational during 2024 and 2025 is primarily due to higher real estate tax assessments at certain properties in the portfolio in 2025 and a decrease in real estate tax refunds received during the three months ended March 31, 2025.

The majority of real estate tax expense is recoverable from tenants and such recovery is reflected within “Rental income” in the accompanying consolidated statements of operations and comprehensive income.

General, administrative and other expenses decreased $2.8 million, or 6.7%, primarily due to lower compensation expense and a decrease in consulting fees in 2024.

General, administrative and other expenses decreased $0.5 million, or 4.1%, primarily due to lower costs incurred related to travel and a decrease in corporate communication expenses in 2025.

Depreciation and amortization expense decreased $2.1 million, or 2.1%, due to the following (in thousands) :

Nine Months Ended

September 30, 2023 to 2024

Three Months Ended

March 31, 2024 to 2025

Properties or components of properties sold or held for sale during 2024 and/or 2025 $ (2,466)

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Total $ (2,148)

The net decrease of $22.7 million in depreciation and amortization at properties that were fully operational during 2023 and 2024 is primarily due to the timing of placing assets in service and writing-off tenant-related assets as a result of tenant move-outs along with certain assets acquired in the October 2021 merger with RPAI that became fully depreciated during the nine months ended September 30, 2024.

Based on a reduction in the expected future hold period (see Note 4 to the accompanying consolidated financial statements), we recorded a $66.2 million impairment charge during the nine months ended September 30, 2024 related to City Center, a retail operating property in the New York MSA.

During the nine months ended September 30, 2023, we recorded a $0.5 million impairment charge on Eastside, a retail operating property in the Dallas/Ft.

Worth MSA that was sold on October 24, 2023.

We recorded a net loss on sales of operating properties of $0.9 million for the nine months ended September 30, 2024 primarily on the sale of Ashland & Roosevelt, which loss was offset by the receipt of a $0.6 million escrow related to the sale of Reisterstown Road Plaza that previously closed on September 11, 2023.

During the nine months ended September 30, 2023, we recorded a net gain on sales of operating properties of $22.5 million on the sale of Kingwood Commons, the undeveloped land and related parking garage at Pan Am Plaza, and Reisterstown Road Plaza.

Interest expense increased $14.9 million, or 19.0%, primarily due to interest on the Notes Due 2034 and the Notes Due 2031, partially offset by favorable interest rate swaps.

The $2.3 million gain on sale of unconsolidated property represents our share of the gain on the sale of Glendale Center Apartments recognized during the nine months ended September 30, 2024.

No such gain was recorded during the nine months ended September 30, 2023.

Other income, net increased $10.6 million primarily due to interest income earned on the proceeds from the Notes Due 2034 and the Notes Due 2031, which were invested in short-term deposits at various points during the nine months ended September 30, 2024.

The net decrease of $0.3 million in depreciation and amortization at properties that were fully operational during 2024 and 2025 is primarily due to the timing of placing assets in service and writing-off tenant-related assets as a result of tenant move-outs along with certain assets acquired in the October 2021 merger with RPAI that became fully depreciated in 2024.

Interest expense increased $2.6 million, or 8.5%, primarily due to interest incurred on the $350.0 million in aggregate principal amount of 4.95% senior unsecured notes due 2031 (the “Notes Due 2031”) issued in August 2024 and less favorable interest rate swaps in 2025 compared to the prior year, partially offset by a decrease in interest incurred on the unsecured term loans.

During the three months ended March 31, 2024, we recognized a $2.3 million gain on sale of unconsolidated property related to our share of the gain on the sale of Glendale Center Apartments.

No such gain was recorded during the three months ended March 31, 2025.

Other income, net increased $0.4 million primarily due to an increase in interest income earned during the three months ended March 31, 2025.

Net Operating Income and Same Property Net Operating Income

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Same Property NOI includes the results of properties that have been owned for the entire current and prior year reporting periods.

NOI and Same Property NOI should not, however, be considered as alternatives to net income (calculated in accordance with GAAP) as indicators of our financial performance.

NOI and Same Property NOI should not, however, be considered as an alternative to net income (calculated in accordance with GAAP) as an indicator of our financial performance.

Our computation of NOI and Same Property NOI may differ from the methodology used by other REITs and, therefore, may not be comparable to such other REITs.

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Development and redevelopment properties are included in the Same Property Pool four full quarters after the properties have been transferred to the operating portfolio.

A redevelopment property is first excluded from the same property pool when the execution of a

redevelopment plan is likely, and we (a) begin recapturing space from tenants or (b) the contemplated plan significantly impacts the operations of the property.

For the three and nine months ended September 30, 2024, the same property pool excludes the following:

A redevelopment property is first excluded from the Same Property Pool when the execution of a redevelopment plan is likely, and we (a) begin recapturing space from tenants or (b) the contemplated plan significantly impacts the operations of the property.

For the three months ended March 31, 2025, the Same Property Pool excludes the following:

• properties acquired or placed in service during 2024 and 2025;

• The Landing at Tradition – Phase II, which was reclassified from active redevelopment into our operating portfolio in June 2023;

• our active development and redevelopment projects at Carillon medical office building, The Corner – IN, and One Loudoun Expansion;

• The Corner – IN, which was reclassified from active development into our operating portfolio in March 2025;

• our active development at One Loudoun Expansion;

• Hamilton Crossing Centre and Edwards Multiplex – Ontario, which were reclassified from our operating portfolio into redevelopment in June 2014 and March 2023, respectively;

• properties sold or classified as held for sale during 2024 and 2025;

• office properties.

The following table presents Same Property NOI and a reconciliation to net income (loss) attributable to common shareholders for the three and nine months ended September 30, 2024 and 2023 (dollars in thousands) :

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

2024 2023 Change 2024 2023 Change

• office properties, including Carillon medical office building, which was reclassified from active redevelopment into our office portfolio in December 2024.

The following table presents Same Property NOI and a reconciliation to net income (loss) attributable to common shareholders for the three months ended March 31, 2025 and 2024 (dollars in thousands) :

Three Months Ended March 31,

2025 2024 Change

Number of properties in Same Property Pool for the period (1)

177 177 177 177

Leased percentage at period end 93.8 % 94.4 %

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Net operating income – non-same activity (3)

8,541 10,948 30,511 36,663

Total property NOI 163,750 152,509 7.4 %

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General, administrative and other (12,258) (12,784)

Impairment charges — (477) (66,201) (477)

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

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

Net (income) loss attributable to noncontrolling interests

(324) (107) 61 (700)

Net income (loss) attributable to common shareholders

Net income attributable to noncontrolling interests

Net income attributable to common shareholders

$ 23,730 $ 14,156

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(i) properties acquired or placed in service during 2024 and 2025;

(ii) The Landing at Tradition – Phase II, which was reclassified from active redevelopment into our operating portfolio in June 2023;

(iii) our active development and redevelopment projects at Carillon medical office building, The Corner – IN, and One Loudoun Expansion;

(ii) The Corner – IN, which was reclassified from active development into our operating portfolio in March 2025;

(iii) our active development project at One Loudoun Expansion;

(iv) Hamilton Crossing Centre and Edwards Multiplex – Ontario, which were reclassified from our operating portfolio into redevelopment in June 2014 and March 2023, respectively;

(v) properties sold or classified as held for sale during 2024 and 2025;

and (vi) office properties.

and (vi) office properties, including Carillon medical office building, which was reclassified from active redevelopment into our office portfolio in December 2024.

(2) Excludes leases that are signed but for which tenants have not yet commenced the payment of cash rent;

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(3) Includes non-cash activity across the portfolio as well as NOI from properties not included in the same property pool, including properties sold during both periods.

Our Same Property NOI increased 3.0% for the three months ended September 30, 2024 compared to the same period of the prior year primarily due to contractual rent growth, partially offset by higher bad debt expense.

Our Same Property NOI increased 3.1% for the three months ended March 31, 2025 compared to the same period of the prior year primarily due to contractual rent growth, partially offset by higher bad debt expense.

Funds From Operations

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The NAREIT white paper defines FFO as net income (calculated in accordance with GAAP), excluding (i) depreciation and amortization related to real estate, (ii) gains and losses from the sale of certain real estate assets, (iii) gains and losses from change in control, and (iv) impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity.

Considering the nature of our business as a real estate owner and operator, the Company believes that FFO is helpful to investors in measuring our operational performance because it excludes various items included in net income that do not relate to or are not indicative of our operating performance, such as gains or losses from sales of depreciated property and depreciation and amortization, which can make periodic and peer analyses of operating performance more difficult.

FFO (a) should not be considered as an alternative to net income (calculated in accordance with GAAP) for the purpose of measuring our financial performance, (b) is not an alternative to cash flows from operating activities (calculated in accordance with GAAP) as a measure of our liquidity, and (c) is not indicative of funds available to satisfy our cash needs, including our ability to make distributions.

Considering the nature of our business as a real estate owner and operator, we believe that FFO is helpful to investors in measuring our operational performance because it excludes various items included in net income that do not relate to or are not indicative of our operating performance, such as gains or losses from sales of depreciated property and depreciation and amortization, which can make periodic and peer analyses of operating performance more difficult.

measure of our liquidity, and (c) is not indicative of funds available to satisfy our cash needs, including our ability to make distributions.

Our computation of FFO may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently than we do.

From time to time, the Company may report or provide guidance with respect to “FFO, as adjusted,” which removes the impact of certain non-recurring and non-operating transactions or other items the Company does not consider to be representative of its core operating results including, without limitation, (i) gains or losses associated with the early extinguishment of debt, (ii) gains or losses associated with litigation involving the Company that is not in the normal course of business, (iii) merger and acquisition costs, (iv) the impact on earnings from employee severance, (v) the excess of redemption value over carrying value of preferred stock redemption, and (vi) the impact of prior period bad debt or the collection of accounts receivable previously written off (“prior period collection impact”) due to the recovery from the COVID-19 pandemic, which are not otherwise adjusted in the Company’s calculation of FFO.

In the FFO per share metrics, the Company excludes the dilutive effect of shares issuable upon the conversion of the Company’s 0.75% exchangeable senior notes maturing in April 2027 (the “Exchangeable Notes”) from the diluted weighted average number of common shares and units outstanding as a result of the Company’s capped call that was entered into concurrently with the issuance of the Exchangeable Notes.

The potential dilutive effect of the Exchangeable Notes under the if-converted method is an increase to the diluted weighted average number of common shares and units of 117,454 common shares for the three months ended September 30, 2024.

The capped call purchased by the Company offsets this dilution up to a capped price that is currently more than the Company’s share price.

Both items have been excluded to reflect that there is no economic dilution to shareholders and unitholders based upon the Company’s current share price.

For purposes of the net income per share metrics, the conversion feature of the Exchangeable Notes and the capped call are required to be considered independently.

Therefore, the capped call has been excluded from the calculation of net income per share as it is anti-dilutive.

Our calculations of FFO and reconciliation to net income for the three and nine months ended September 30, 2024 and 2023 (unaudited) are as follows (dollars in thousands) :

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

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

From time to time, we may report or provide guidance with respect to “FFO, as adjusted,” which removes the impact of certain non-recurring and non-operating transactions or other items the Company does not consider to be representative of its core operating results, including, without limitation, (i) gains or losses associated with the early extinguishment of debt, (ii) gains or losses associated with litigation involving the Company that is not in the normal course of business, (iii) merger and acquisition costs, (iv) the impact on earnings from employee severance, (v) the excess of redemption value over carrying value of preferred stock redemption, and (vi) the impact of prior period bad debt or the collection of accounts receivable previously written off (“prior period collection impact”), which are not otherwise adjusted in our calculation of FFO.

Core Funds From Operations (“Core FFO”) is a non-GAAP financial measure of operating performance that modifies FFO for certain non-cash transactions that result in recording income or expense and impact our period-over-period performance, including (i) amortization of deferred financing costs, (ii) non-cash compensation expense and other, (iii) straight-line rent related to minimum rent and common area maintenance, (iv) market rent amortization income, and (v) amortization of debt discounts, premiums and hedge instruments.

We believe that Core FFO is useful to investors in evaluating our core cash flow-generating operations by adjusting for items that we do not consider to be part of our core business operations, allowing for comparison of our core operating performance between periods.

Core FFO should not be considered as an alternative to net income as an indicator of our performance or as an alternative to cash flow as a measure of liquidity or our ability to make distributions.

Our computation of Core FFO may differ from the methodology for calculating Core FFO used by other REITs and therefore may not be comparable to such other REITs.

Our calculations of FFO and reconciliation to net income and Core FFO for the three months ended March 31, 2025 and 2024 (unaudited) are as follows (dollars in thousands) :

Three Months Ended March 31,

Net income $ 24,264 $ 14,436

net income attributable to noncontrolling interests in properties (70) (67)

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

impairment charges — 477 66,201 477

depreciation and amortization of consolidated and

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FFO per share of the Operating Partnership – diluted $ 0.55 $ 0.50

Reconciliation of FFO to Core FFO

FFO of the Operating Partnership (1)

$ 122,780 $ 112,840

Amortization of deferred financing costs 1,644 929

Non-cash compensation expense and other 2,516 2,722

Straight-line rent – minimum rent and common area maintenance 2,578 3,125

Market rent amortization income 3,542 2,267

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

Core FFO of the Operating Partnership $ 118,064 $ 107,343

Core FFO per share of the Operating Partnership – diluted $ 0.53 $ 0.48

(1) “FFO of the Operating Partnership” measures 100% of the operating performance of the Operating Partnership’s real estate properties.

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Three Months Ended

September 30, 2024

March 31, 2025

Net income $ 24,264

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EBITDA 155,459

Unconsolidated Adjusted EBITDA 597

Unconsolidated EBITDA, as adjusted 717

Gain on sales of operating properties, net (91)

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Company share of unconsolidated joint venture debt 44,575

Partner share of consolidated joint venture debt (2)

debt discounts, premiums and issuance costs, net 828

Partner share of consolidated joint venture debt (2)

Company’s consolidated debt and share of unconsolidated debt 2,945,671

cash, cash equivalents, restricted cash and short-term deposits (475,194)

cash, cash equivalents and restricted cash (57,205)

Company share of Net Debt $ 2,888,466

Net Debt to Adjusted EBITDA 4.7x

(1) Represents Adjusted EBITDA for the three months ended September 30, 2024 (as shown in the table above) multiplied by four.

(1) Represents Adjusted EBITDA for the three months ended March 31, 2025 (as shown in the table above) multiplied by four.

(2) Partner share of consolidated joint venture debt is calculated based upon the partner’s pro rata ownership of the joint venture, multiplied by the related secured debt balance.

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We continuously monitor the capital markets and may consider raising additional capital through the issuance of our common or preferred shares, unsecured debt securities, or other securities.

As of September 30, 2024, we had approximately $117.5 million in cash and cash equivalents on hand, $5.5 million in restricted cash and escrow deposits, $350.0 million of short-term deposits, and $1.1 billion of remaining availability under the Revolving Facility compared to $430.0 million of debt maturities due in 2025.

During the nine months ended September 30, 2024, we completed (i) a public offering of the Notes Due 2034, the proceeds of which were used to satisfy all 2024 debt maturities and for general corporate purposes, and (ii) a public offering of the Notes Due 2031, the proceeds of which are currently invested in short-term deposits that will be used to repay the $350.0 million principal balance of the 4.00% senior unsecured notes due March 2025.

As of March 31, 2025, we had approximately $49.1 million in cash and cash equivalents on hand, $5.8 million in restricted cash and escrow deposits, and $1.1 billion of remaining availability under the $1.1 billion unsecured revolving credit facility (the “Revolving Facility”) compared to $80.0 million of debt maturities over the next 12 months.

During the three months ended March 31, 2025, we repaid the $350.0 million principal balance of the 4.00% senior unsecured notes that matured on March 15, 2025 using proceeds from Notes Due 2031.

We believe we will have adequate liquidity over the next 12 months and beyond to operate our business and meet our cash requirements.

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Therefore, our ability to generate cash from operations is dependent upon the rents that we are able to charge and collect from our tenants.

in the banking sector, tenant bankruptcies, inflation, labor shortages, supply chain constraints, severe weather events, and/or increasing energy prices and interest rates, among other events, could adversely affect the ability of some of our tenants to meet their lease obligations.

While we believe that the nature of the properties in which we typically invest—primarily neighborhood and community shopping centers—provides a relatively stable revenue flow, an economic downturn, instability in the banking sector, tenant bankruptcies, inflation, tariffs, labor shortages, supply chain constraints, severe weather events, and/or increasing energy prices and interest rates, among other events, could adversely affect the ability of some of our tenants to meet their lease obligations.

Our Principal Capital Resources

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We continue to focus on a balanced approach to growth and staggering debt maturities in order to retain our financial flexibility.

As of September 30, 2024, we had approximately $1.1 billion available under the Revolving Facility for future borrowings.

We also had $467.5 million in cash, cash equivalents and short-term deposits as of September 30, 2024.

We were in compliance with all applicable financial covenants under the Revolving Facility, unsecured term loans and senior unsecured notes as of September 30, 2024.

On June 7, 2024, the Company filed with the SEC a new shelf registration statement on Form S-3, which is effective for a term of three years, relating to the offer and sale, from time to time, of an indeterminate amount of equity and debt securities.

As of March 31, 2025, we had $1.1 billion available under the Revolving Facility for future borrowings.

We also had $49.1 million in cash and cash equivalents as of March 31, 2025.

We were in compliance with all applicable financial covenants under the Revolving Facility, unsecured term loans and senior unsecured notes as of March 31, 2025.

On June 7, 2024, the Company filed a shelf registration statement with the SEC on Form S-3, which is effective for a term of three years, relating to the offer and sale, from time to time, of an indeterminate amount of equity and debt securities.

Equity securities may be offered and sold by the Parent Company, and the net proceeds of any such offerings would be contributed to the Operating Partnership in exchange for additional General Partner Units.

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Near-Term Debt Maturities .

As of September 30, 2024, over the next 12 months we have no secured debt, excluding scheduled monthly principal payments, and $430.0 million of unsecured debt scheduled to mature.

We believe we have sufficient liquidity to repay this obligation through a combination of proceeds from the Notes Due 2031, cash flows generated from operations, capital markets transactions, and borrowings on the Revolving Facility.

As of March 31, 2025, we have no secured debt, excluding scheduled monthly principal payments, and $80.0 million of unsecured debt scheduled to mature over the next 12 months.

We believe we have sufficient liquidity to repay this obligation through a combination of cash flows generated from operations, capital markets transactions, and borrowings on the Revolving Facility.

Other Short-Term Liquidity Needs.

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Such requirements cause us to have substantial liquidity needs over both the short and long term.

Our short-term liquidity needs consist primarily of funds necessary to pay operating expenses associated with our operating properties, scheduled interest and principal payments on our debt of approximately $30.0 million and $1.3 million, respectively, for the remainder of 2024, expected dividend payments to our common shareholders and common unitholders, and recurring capital expenditures.

In July 2024, 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.

Our short-term liquidity needs consist primarily of funds necessary to pay operating expenses associated with our operating properties, scheduled interest and principal payments on our debt of approximately $105.0 million and $3.9 million, respectively, for the remainder of 2025, expected dividend payments to our common shareholders and common unit holders, and recurring capital expenditures.

In February 2025, 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 unit holders of record as of April 9, 2025.

Future distributions, if any, are at the discretion of the Board of Trustees, who will continue to evaluate our sources and uses of capital, liquidity position, operating fundamentals, maintenance of our REIT qualification, and other factors they may deem relevant.

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Other short-term liquidity needs include expenditures for tenant improvements, external leasing commissions, and recurring capital expenditures.

During the nine months ended September 30, 2024, we incurred $18.8 million for recurring capital expenditures on operating properties and $73.7 million for tenant improvements and external leasing commissions, which includes costs to re-lease anchor space at our operating properties related to tenants open and operating as of September 30,

2024 (excluding development and redevelopment properties).

During the three months ended March 31, 2025, we incurred $6.3 million for recurring capital expenditures on operating properties and $31.3 million for tenant improvements and external leasing commissions, which includes costs to re-lease anchor space at our operating properties related to tenants open and operating as of March 31, 2025 (excluding development and redevelopment properties).

We currently anticipate incurring approximately $130 million of additional major tenant improvement costs related to executed leases for tenants not yet open at a number of our operating properties over the next 12 to 24 months.

We believe we have the ability to fund these costs through cash flows from operations or borrowings on the Revolving Facility.

During the three months ended September 30, 2024, we began development activities on the retail and office portions of the expansion project at One Loudoun Downtown (the “One Loudoun Expansion”), our mixed-use lifestyle center in the Washington, D.C.

In addition to the One Loudoun Expansion, as of September 30, 2024, we had development projects under construction at Carillon medical office building and The Corner – IN.

Our share of the total estimated costs for these three projects is approximately $172.6 million to $182.6 million, of which our share of the expected funding requirement is approximately $124.7 million to $134.7 million.

As of September 30, 2024, we have incurred $35.2 million of these costs.

We anticipate incurring the majority of the remaining costs for these projects over the next 12 to 24 months and believe we have the ability to fund these projects through cash flows from operations or borrowings on the Revolving Facility.

We believe we have the ability to fund these costs through cash flows generated from operations or borrowings on the Revolving Facility.

During the three months ended March 31, 2025, we completed major development construction activities at The Corner – IN and reclassified the property from active development into our operating portfolio in March 2025.

As of March 31, 2025, the retail and office portions of the expansion project at One Loudoun Downtown (the “One Loudoun Expansion”), our mixed-use lifestyle center in the Washington, D.C.

MSA, was under construction.

Our share of the total estimated costs for this project is approximately $81.0 million to $91 million, of which our share of the expected funding requirement is approximately $65.0 million to $75.0 million.

As of March 31, 2025, we have incurred $4.0 million of these costs.

We anticipate incurring the majority of the remaining costs for this project over the next 12 to 24 months and believe we have the ability to fund this project through cash flows generated from operations or borrowings on the Revolving Facility.

Share Repurchase Program

The Company has an existing share repurchase program under which it may repurchase, from time to time, up to a maximum of $300.0 million of its common shares (the “Share Repurchase Program”).

The Company intends to fund any future repurchases under the Share Repurchase Program with cash on hand or availability under the Revolving Facility, subject to any applicable restrictions.

The Company intends to fund any future repurchases under the Share Repurchase Program with available cash on hand or availability under the Revolving Facility, subject to any applicable restrictions.

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 not 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 not repurchased any shares under the Share Repurchase Program.

Long-Term Liquidity Needs

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Commitments under Ground Leases.

We are obligated under 12 ground leases for approximately 98 acres of land as of September 30, 2024.

Most of these ground leases require fixed annual rent payments and the expiration dates of the remaining initial terms of these ground leases range from 2025 to 2092.

We are obligated under 12 ground leases for approximately 98 acres of land as of March 31, 2025.

Most of these ground leases require fixed annual rent payments, and the expiration dates of the remaining initial terms of these ground leases range from August 2025 to 2092.

Assuming we exercise all available options to extend the terms of our ground leases, our ground leases will expire between 2045 and 2115.

Capital Expenditures on Consolidated Properties

The following table summarizes cash capital expenditures for our development and redevelopment projects and other capital expenditures for the nine months ended September 30, 2024 (in thousands) :

Nine Months Ended

September 30, 2024

The following table summarizes cash capital expenditures for our development and redevelopment projects and other capital expenditures for the three months ended March 31, 2025 (in thousands) :

Three Months Ended

March 31, 2025

Active development and redevelopment projects $ 1,493

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We capitalize certain indirect costs such as interest, payroll, and other general and administrative costs related to these development activities.

If we had experienced a 10% reduction in development and redevelopment activities without a corresponding decrease in indirect project costs, we would have recorded additional expense of $0.3 million for the nine months ended September 30, 2024.

If we had experienced a 10% reduction in development and redevelopment activities without a corresponding decrease in indirect project costs, we would have recorded additional expense of $0.1 million for the three months ended March 31, 2025.

Debt Maturities

The following table summarizes the scheduled maturities and principal amortization of the Company’s indebtedness as of September 30, 2024, presented on a calendar year basis (in thousands) :

The following table summarizes the scheduled maturities and principal amortization of the Company’s indebtedness as of March 31, 2025, presented on a calendar year basis (in thousands) :

Principal Payments Term

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Failure to comply with the obligations under our debt agreements, including payment obligations, could cause an event of default under such debt, which, among other things, could result in the loss of title to the assets securing the debt, acceleration of the payment of all principal and interest and/or termination of the agreements, or exposure to the risk of foreclosure.

In addition, certain of our variable rate loans contain cross-default provisions whereby a violation by the Company of any financial covenant set forth in the Revolving Facility will constitute an “Event of Default” under the loans, which could allow the lenders to accelerate the amounts due under our debt agreements if we fail to satisfy these financial covenants.

the lenders to accelerate the amounts due under our debt agreements if we fail to satisfy these financial covenants.

“Risk Factors – Risks Related to Our Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024 for more information related to the risks associated with our indebtedness.

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We have received investment-grade corporate credit ratings from three nationally recognized credit rating agencies.

During the nine months ended September 30, 2024, we received a credit rating upgrade with a stable outlook from two of the rating agencies and a positive credit rating outlook from the third rating agency.

These ratings did not change as of March 31, 2025.

In the future, these ratings could change based upon, among other things, the impact that prevailing economic conditions may have on our results of operations and financial condition.

Credit rating reductions by one or more rating agencies could also adversely affect our access to funding sources, the cost and other terms of obtaining funding, as well as our overall financial condition, operating results and cash flow.

As of September 30, 2024, we had cash, cash equivalents and restricted cash of $123.0 million.

As of March 31, 2025, we had cash, cash equivalents and restricted cash of $54.9 million.

We may be subject to concentrations of credit risk with regard to our cash and cash equivalents.

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Such compensating balances were not material to the accompanying consolidated balance sheets.

Comparison of the Nine Months Ended September 30, 2024 to the Nine Months Ended September 30, 2023

Our cash flow activities are summarized as follows (in thousands) :

Nine Months Ended September 30,

Comparison of the Three Months Ended March 31, 2025 to the Three Months Ended March 31, 2024

The following table summarizes our cash flow activities (in thousands) :

Three Months Ended March 31,

2025 2024 Change

Net cash provided by operating activities $ 74,060 $ 53,581 $ 20,479

Net cash used in investing activities (469,459) (55,483) (413,976)

Net cash provided by (used in) financing activities 243,238 (299,350) 542,588

Increase (decrease) in cash, cash equivalents and restricted cash 81,828 (63,656) 145,484

Net cash provided by (used in) investing activities 227,837 (289,338) 517,175

Net cash (used in) provided by financing activities (380,317) 283,291 (663,608)

(Decrease) increase in cash, cash equivalents and restricted cash (78,420) 47,534 (125,954)

Cash, cash equivalents and restricted cash, at beginning of period 133,552 41,430

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

Cash provided by operating activities was $308.0 million for the nine months ended September 30, 2024 and $291.2 million for the same period of 2023.

The cash flows were positively impacted by an increase in net operating income and interest income received from the short-term certificates of deposit.

Cash used in investing activities was $469.5 million for the nine months ended September 30, 2024 and $55.5 million for the same period of 2023.

Cash provided by operating activities was $74.1 million for the three months ended March 31, 2025 and $53.6 million for the same period of 2024.

The cash flows were positively impacted by an increase in net operating income and changes to other working capital accounts.

Cash provided by investing activities was $227.8 million for the three months ended March 31, 2025 compared to cash used in investing activities of $289.3 million for the same period of 2024.

Highlights of significant cash sources and uses in investing activities are as follows:

• We invested $615.0 million of proceeds from the Notes Due 2034 and the Notes Due 2031 in short-term certificates of deposit during the nine months ended September 30, 2024 and received $265.0 million in principal upon maturity of the certificates of deposit that matured in June and July 2024;

• We acquired Parkside West Cobb for $39.6 million during the nine months ended September 30, 2024 compared to the acquisition of Prestonwood Place for $78.3 million during the nine months ended September 30, 2023;

• We received net proceeds of $37.2 million from the sale of Ashland & Roosevelt, five parcels of land, and the receipt of an escrow related to the disposition of Reisterstown Road Plaza during the nine months ended September 30, 2024 compared to net proceeds of $124.9 million from the sale of Kingwood Commons, the undeveloped land and related parking garage at Pan Am Plaza, Reisterstown Road Plaza and two parcels of land during the nine months ended September 30, 2023;

• Capital expenditures increased by $3.2 million primarily related to the timing of capital projects along with a change in construction payables of $4.9 million for the nine months ended September 30, 2024;

• We contributed a total of $11.8 million to unconsolidated joint ventures during the nine months ended September 30, 2024 primarily related to our share of the repayment of the construction loan associated with the development of the Embassy Suites at the University of Notre Dame;

• We received a $1.6 million distribution upon the joint venture’s disposition of Glendale Center Apartments, of which we own an 11.5% interest, to a third party during the nine months ended September 30, 2024.

Cash provided by financing activities was $243.2 million for the nine months ended September 30, 2024 compared to cash used in financing activities of $299.4 million for the same period of 2023.

• We received $350.0 million in principal upon maturity of the short-term certificates of deposit in February 2025 during the three months ended March 31, 2025;

• We invested $265.0 million of proceeds from the January 2024 public offering of $350.0 million in aggregate principal amount of 5.50% senior unsecured notes due 2034 (the “Notes Due 2034”) in short-term certificates of deposit during the three months ended March 31, 2024;

• We acquired Village Commons and made an acquisition deposit related to the purchase of Legacy West for $78.3 million during the three months ended March 31, 2025.

We did not acquire any properties during the three months ended March 31, 2024;

• Capital expenditures increased by $6.2 million primarily related to the timing of capital projects along with a change in construction payables of $7.8 million for the three months ended March 31, 2025;

• We contributed $2.0 million to an unconsolidated joint venture during the three months ended March 31, 2025 related to our share of a developer fee and debt service on the construction loan at The Corner – IN, of which we own a 50% interest;

• We received net proceeds of $1.8 million from the sale of land at Broadstone Station during the three months ended March 31, 2024.

We did not sell any land during the three months ended March 31, 2025;

• We received a $1.6 million distribution upon the joint venture’s disposition of Glendale Center Apartments, of which we own an 11.5% interest, to a third party during the three months ended March 31, 2024.

Cash used in financing activities was $380.3 million for the three months ended March 31, 2025 compared to cash provided by financing activities of $283.3 million for the same period of 2024.

Highlights of significant cash sources and uses in financing activities are as follows:

• We received total proceeds of $693.0 million from the Notes Due 2034 and the Notes Due 2031 and borrowed $40.0 million on the Revolving Facility during the nine months ended September 30, 2024 compared to borrowings

of $237.0 million on the Revolving Facility and proceeds of $95.1 million from the origination of a mortgage payable during the nine months ended September 30, 2023;

• We repaid the following during the nine months ended September 30, 2024:

(i) $149.6 million principal balance of the 4.58% senior unsecured notes that matured on June 30, 2024, (ii) $120.0 million unsecured term loan that matured on July 17, 2024, (iii) $40.0 million of borrowings on the Revolving Facility, and (iv) $3.9 million of mortgages payable compared to repayments of (i) $198.0 million of borrowings on the Revolving Facility, (ii) $174.1 million of mortgages payable, and (iii) $95.0 million principal balance of the 4.23% senior unsecured notes due 2023 during the nine months ended September 30, 2023;

• We made distributions to common shareholders and holders of common partnership interests in the Operating Partnership of $167.4 million during the nine months ended September 30, 2024 compared to distributions of $160.0 million during the nine months ended September 30, 2023.

• We borrowed $103.0 million on the Revolving Facility during the three months ended March 31, 2025 compared to the receipt of $345.3 million of proceeds from the Notes Due 2034 and borrowings of $40.0 million on the Revolving Facility during the three months ended March 31, 2024;

• We repaid the following during the three months ended March 31, 2025:

(i) $350.0 million principal balance of the 4.00% senior unsecured notes that matured on March 15, 2025, (ii) $69.0 million of borrowings on the Revolving Facility, and (iii) $1.3 million of mortgages payable compared to the following repayments during the three months ended March 31, 2024:

(i) $40.0 million of borrowings on the Revolving Facility and (ii) $1.3 million of mortgages payable;

• We made distributions to common shareholders and holders of common partnership interests in the Operating Partnership of $61.8 million during the three months ended March 31, 2025 compared to distributions of $55.7 million during the three months ended March 31, 2024.

Critical Accounting Estimates

We based the discussion and analysis of our financial condition and results of operations upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States.

The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses.

There were no changes made by management to the critical accounting policies in the three months ended September 30, 2024.

The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses.

There were no changes made by management to the critical accounting policies in the three months ended March 31, 2025.

We discuss the most critical estimates in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 12, 2025.

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 2. Management’s Discussion and Analysis