KITE REALTY GROUP TRUST 10-Q

ITEM 1. FINANCIAL STATEMENTS KITE REALTY GROUP TRUST Consolidated Balance Sheets (Unaudited) (in thousands, except share and per share data) March 31, 2025 December 31, 2024 Assets: Investment properties, at cost $ 7,695,216 $ 7,634,191 Less: accumulated depreciation ( 1,639,965 ) ( 1,587,661 ) Net investment properties 6,055,251 6,046,530 Cash and cash equivalents 49,061 128,056 Tenant and other receivables, including accrued straight-line rent of $ 69,931 and $ 67,377 , respectively 124,331 125,768 Restricted cash and escrow deposits 5,846 5,271 Deferred costs, net 230,287 238,213 Short-term deposits — 350,000 Prepaid and other assets 117,734 104,627 Investments in unconsolidated subsidiaries 20,315 19,511 Assets associated with investment properties held for sale 79,683 73,791 Total assets $ 6,682,508 $ 7,091,767 Liabilities and Equity: Liabilities: Mortgage and other indebtedness, net $ 2,910,057 $ 3,226,930 Accounts payable and accrued expenses 161,438 202,651 Deferred revenue and other liabilities 235,341 246,100 Liabilities associated with investment properties held for sale 4,199 4,009 Total liabilities 3,311,035 3,679,690 Commitments and contingencies Limited Partners’ interests in the Operating Partnership 101,619 98,074 Equity: Common shares, $ 0.01 par value, 490,000,000 shares authorized, 219,812,300 and 219,667,067 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively 2,198 2,197 Additional paid-in capital 4,864,320 4,868,554 Accumulated other comprehensive income 32,307 36,612 Accumulated deficit ( 1,630,872 ) ( 1,595,253 ) Total shareholders’ equity 3,267,953 3,312,110 Noncontrolling interests 1,901 1,893 Total equity 3,269,854 3,314,003 Total liabilities and equity $ 6,682,508 $ 7,091,767 The accompanying notes are an integral part of these consolidated financial statements. 4 Table of Con tents KITE REALTY GROUP TRUST Consolidated Statements of Operations and Comprehensive Income (Unaudited) (in thousands, except share and per share data) Three Months Ended March 31, 2025 2024 Revenue: Rental income $ 219,172 $ 205,813 Other property-related revenue 2,165 1,311 Fee income 425 315 Total revenue 221,762 207,439 Expenses: Property operating 29,826 28,081 Real estate taxes 27,761 26,534 General, administrative and other 12,258 12,784 Depreciation and amortization 98,231 100,379 Total expenses 168,076 167,778 Gain (loss) on sales of operating properties, net 91 ( 236 ) Operating income 53,777 39,425 Other (expense) income: Interest expense ( 32,954 ) ( 30,364 ) Income tax expense of taxable REIT subsidiaries ( 10 ) ( 158 ) Equity in loss of unconsolidated subsidiaries ( 607 ) ( 420 ) Gain on sale of unconsolidated property, net — 2,325 Other income, net 4,058 3,628 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 $ 24,264 $ 14,436 Change in fair value of derivatives ( 4,280 ) 2,542 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. 5 Table of Con tents KITE REALTY GROUP TRUST Consolidated Statements of Shareholders’ Equity (Unaudited) (in thousands, except share data) Common Shares Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Shares Amount Balance at December 31, 2024 219,667,067 $ 2,197 $ 4,868,554 $ 36,612 $ ( 1,595,253 ) $ 3,312,110 Stock compensation activity 145,233 1 1,449 — — 1,450 Other comprehensive loss — — — ( 4,305 ) — ( 4,305 ) Distributions to common shareholders — — — — ( 59,349 ) ( 59,349 ) Net income attributable to common shareholders — — — — 23,730 23,730 Adjustment to redeemable noncontrolling interests — — ( 5,683 ) — — ( 5,683 ) 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 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 The accompanying notes are an integral part of these consolidated financial statements. 6 Table of Con tents KITE REALTY GROUP TRUST Consolidated Statements of Cash Flows (Unaudited) (in thousands) Three Months Ended March 31, 2025 2024 Cash flows from 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 (Gain) loss on sales of operating properties, net ( 91 ) 236 Gain on sale of unconsolidated property, net — ( 2,325 ) Straight-line rent ( 2,581 ) ( 3,126 ) Compensation expense for equity awards 2,341 2,488 Amortization of debt fair value adjustments ( 2,519 ) ( 3,243 ) Amortization of in-place lease liabilities ( 3,538 ) ( 2,266 ) Changes in assets and liabilities: Tenant receivables 3,181 ( 1,369 ) Deferred costs and other assets ( 10,972 ) ( 17,045 ) Accounts payable, accrued expenses, deferred revenue and other liabilities ( 35,900 ) ( 35,514 ) Net cash provided by operating activities 74,060 53,581 Cash flows from investing activities: Acquisitions of interests in properties ( 78,254 ) — Capital expenditures ( 34,363 ) ( 28,200 ) Net proceeds from sales of land — 1,759 Investment in short-term deposits — ( 265,000 ) Proceeds from short-term deposits 350,000 — Change in construction payables ( 7,756 ) 485 Distributions from unconsolidated joint ventures 162 1,618 Capital contributions to unconsolidated joint ventures ( 1,952 ) — Net cash provided by (used in) investing activities 227,837 ( 289,338 ) Cash flows from financing activities: Proceeds from issuance of common shares, net 15 22 Repurchases of common shares upon the vesting of restricted shares ( 1,146 ) ( 867 ) Debt and equity issuance costs ( 66 ) ( 3,625 ) Loan proceeds 103,000 385,345 Loan payments ( 420,300 ) ( 41,269 ) Distributions paid – common shareholders ( 59,309 ) ( 54,862 ) Distributions paid – redeemable noncontrolling interests ( 2,449 ) ( 833 ) Distributions to noncontrolling interests ( 62 ) ( 620 ) 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 Cash, cash equivalents and restricted cash, beginning of period 133,552 41,430 Cash, cash equivalents and restricted cash, end of period $ 55,132 $ 88,964 The accompanying notes are an integral part of these consolidated financial statements. 7 Table of Con tents KITE REALTY GROUP, L.P. AND SUBSIDIARIES Consolidated Balance Sheets (Unaudited) (in thousands, except unit data) March 31, 2025 December 31, 2024 Assets: Investment properties, at cost $ 7,695,216 $ 7,634,191 Less: accumulated depreciation ( 1,639,965 ) ( 1,587,661 ) Net investment properties 6,055,251 6,046,530 Cash and cash equivalents 49,061 128,056 Tenant and other receivables, including accrued straight-line rent of $ 69,931 and $ 67,377 , respectively 124,331 125,768 Restricted cash and escrow deposits 5,846 5,271 Deferred costs, net 230,287 238,213 Short-term deposits — 350,000 Prepaid and other assets 117,734 104,627 Investments in unconsolidated subsidiaries 20,315 19,511 Assets associated with investment properties held for sale 79,683 73,791 Total assets $ 6,682,508 $ 7,091,767 Liabilities and Equity: Liabilities: Mortgage and other indebtedness, net $ 2,910,057 $ 3,226,930 Accounts payable and accrued expenses 161,438 202,651 Deferred revenue and other liabilities 235,341 246,100 Liabilities associated with investment properties held for sale 4,199 4,009 Total liabilities 3,311,035 3,679,690 Commitments and contingencies Limited Partners’ interests in the Operating Partnership 101,619 98,074 Partners’ Equity: Common equity, 219,812,300 and 219,667,067 units issued and outstanding at March 31, 2025 and December 31, 2024, respectively 3,235,646 3,275,498 Accumulated other comprehensive income 32,307 36,612 Total Partners’ equity 3,267,953 3,312,110 Noncontrolling interests 1,901 1,893 Total equity 3,269,854 3,314,003 Total liabilities and equity $ 6,682,508 $ 7,091,767 The accompanying notes are an integral part of these consolidated financial statements. 8 Table of Con tents KITE REALTY GROUP, L.P. AND SUBSIDIARIES Consolidated Statements of Operations and Comprehensive Income (Unaudited) (in thousands, except unit and per unit data) Three Months Ended March 31, 2025 2024 Revenue: Rental income $ 219,172 $ 205,813 Other property-related revenue 2,165 1,311 Fee income 425 315 Total revenue 221,762 207,439 Expenses: Property operating 29,826 28,081 Real estate taxes 27,761 26,534 General, administrative and other 12,258 12,784 Depreciation and amortization 98,231 100,379 Total expenses 168,076 167,778 Gain (loss) on sales of operating properties, net 91 ( 236 ) Operating income 53,777 39,425 Other (expense) income: Interest expense ( 32,954 ) ( 30,364 ) Income tax expense of taxable REIT subsidiaries ( 10 ) ( 158 ) Equity in loss of unconsolidated subsidiaries ( 607 ) ( 420 ) Gain on sale of unconsolidated property, net — 2,325 Other income, net 4,058 3,628 Net income 24,264 14,436 Net income attributable to noncontrolling interests ( 70 ) ( 67 ) Net income attributable to common unitholders $ 24,194 $ 14,369 Allocation of net income: Limited Partners $ 464 $ 213 Parent Company 23,730 14,156 $ 24,194 $ 14,369 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 $ 24,264 $ 14,436 Change in fair value of derivatives ( 4,280 ) 2,542 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. 9 Table of Con tents KITE REALTY GROUP, L.P. AND SUBSIDIARIES Consolidated Statements of Partners’ Equity (Unaudited) (in thousands) General Partner Total Common Equity Accumulated Other Comprehensive Income (Loss) Balance at December 31, 2024 $ 3,275,498 $ 36,612 $ 3,312,110 Stock compensation activity 1,450 — 1,450 Other comprehensive loss attributable to Parent Company — ( 4,305 ) ( 4,305 ) Distributions to Parent Company ( 59,349 ) — ( 59,349 ) Net income attributable to Parent Company 23,730 — 23,730 Adjustment to redeemable noncontrolling interests ( 5,683 ) — ( 5,683 ) 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 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 The accompanying notes are an integral part of these consolidated financial statements. 10 Table of Con tents KITE REALTY GROUP, L.P. AND SUBSIDIARIES Consolidated Statements of Cash Flows (Unaudited) (in thousands) Three Months Ended March 31, 2025 2024 Cash flows from 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 (Gain) loss on sales of operating properties, net ( 91 ) 236 Gain on sale of unconsolidated property, net — ( 2,325 ) Straight-line rent ( 2,581 ) ( 3,126 ) Compensation expense for equity awards 2,341 2,488 Amortization of debt fair value adjustments ( 2,519 ) ( 3,243 ) Amortization of in-place lease liabilities ( 3,538 ) ( 2,266 ) Changes in assets and liabilities: Tenant receivables 3,181 ( 1,369 ) Deferred costs and other assets ( 10,972 ) ( 17,045 ) Accounts payable, accrued expenses, deferred revenue and other liabilities ( 35,900 ) ( 35,514 ) Net cash provided by operating activities 74,060 53,581 Cash flows from investing activities: Acquisition of interests in properties ( 78,254 ) — Capital expenditures ( 34,363 ) ( 28,200 ) Net proceeds from sales of land — 1,759 Investment in short-term deposits — ( 265,000 ) Proceeds from short-term deposits 350,000 — Change in construction payables ( 7,756 ) 485 Distributions from unconsolidated joint ventures 162 1,618 Capital contributions to unconsolidated joint ventures ( 1,952 ) — Net cash provided by (used in) investing activities 227,837 ( 289,338 ) Cash flows from financing activities: Contributions from the General Partner 15 22 Repurchases of common shares upon the vesting of restricted shares ( 1,146 ) ( 867 ) Debt and equity issuance costs ( 66 ) ( 3,625 ) Loan proceeds 103,000 385,345 Loan payments ( 420,300 ) ( 41,269 ) Distributions paid – common unitholders ( 59,309 ) ( 54,862 ) Distributions paid – redeemable noncontrolling interests ( 2,449 ) ( 833 ) Distributions to noncontrolling interests ( 62 ) ( 620 ) 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 Cash, cash equivalents and restricted cash, beginning of period 133,552 41,430 Cash, cash equivalents and restricted cash, end of period $ 55,132 $ 88,964 The accompanying notes are an integral part of these consolidated financial statements. 11 Table of Contents KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES 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) NOTE 1. 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, 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 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 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. The Parent Company and the Operating Partnership are operated as one enterprise. The management of the Parent Company consists of the same members as the management of the Operating Partnership. 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 (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 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 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. 12 Table of Contents As of March 31, 2025, the Company’s portfolio consisted of the following: Properties Square Footage Operating retail properties (1) 180 27,782,403 Office properties (2) 2 412,812 Development and redevelopment projects: One Loudoun Expansion — 119,000 Hamilton Crossing Centre 1 92,283 Edwards Multiplex – Ontario 1 124,614 (1) Included within operating retail properties are 10 properties that contain an office component. 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. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Components of Investment Properties 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 Construction in progress 33,268 43,155 Investment properties, at cost $ 7,695,216 $ 7,634,191 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 months ended March 31, 2025 and 2024 (in thousands) : Three Months Ended March 31, 2025 2024 Fixed contractual lease payments – operating leases $ 168,839 $ 160,540 Variable lease payments – operating leases 46,290 40,470 Bad debt reserve ( 2,076 ) ( 589 ) Straight-line rent adjustments 2,787 3,363 Straight-line rent reserve for uncollectibility ( 206 ) ( 237 ) Amortization of in-place lease liabilities, net 3,538 2,266 Rental income $ 219,172 $ 205,813 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 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 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. 13 Table of Contents 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 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. The Operating Partnership is considered a VIE as the limited partners do not hold kick-out rights or substantive participating rights. The Parent Company consolidates the Operating Partnership as it is the primary beneficiary. 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 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. Glendale Center Apartments is adjacent to our Glendale Town Center operating retail property in the Indianapolis MSA. Income Taxes and REIT Compliance Parent Company The Parent Company has been organized and operated, and intends to continue to operate, in a manner that will enable it to maintain its qualification as a REIT for U.S. federal income tax purposes. As a result, it generally will not be subject to U.S. federal income tax on the earnings that it distributes to the extent it distributes its “REIT taxable income” (determined before the deduction for dividends paid and excluding net capital gains) to shareholders of the Parent Company and meets certain other requirements on a recurring basis. To the extent that it satisfies this distribution requirement but distributes less than 100% of its taxable income, it will be subject to U.S. federal income tax on its undistributed REIT taxable income at regular corporate income tax rates. REITs are subject to a number of organizational and operational requirements. If the Parent Company fails to qualify as a REIT in any taxable year, it will be subject to U.S. federal income tax on its taxable income at regular corporate income tax rates for a period of four years following the year in which qualification is lost. Additionally, we may also be subject to certain taxes enacted by the Inflation Reduction Act of 2022 that are applicable to non-REIT corporations, including the nondeductible 1% excise tax on certain stock repurchases. We may also be subject to certain U.S. federal, state, and local taxes on our income and property and to U.S. federal income and excise taxes on our undistributed taxable income even if the Parent Company does qualify as a REIT. 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 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 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. Operating Partnership The allocated share of income and loss, other than the operations of our TRSs, is included in the income tax returns of the Operating Partnership’s partners. Accordingly, the only U.S. federal income taxes included in the accompanying consolidated financial statements are in connection with the TRSs. 14 Table of Contents Noncontrolling Interests 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 three months ended March 31, 2025 and 2024 (in thousands) : Three Months Ended March 31, 2025 2024 Noncontrolling interests balance as of January 1, $ 1,893 $ 2,430 Net income allocable to noncontrolling interests, excluding redeemable noncontrolling interests 70 67 Distributions to noncontrolling interests ( 62 ) ( 620 ) Noncontrolling interests balance as of March 31, $ 1,901 $ 1,877 Noncontrolling Interests – Joint Venture 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 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. The Company is considered the primary beneficiary as it has a controlling financial interest in the joint venture. As such, the Company has consolidated this joint venture and presented the joint venture partner’s interests as noncontrolling interests. Redeemable Noncontrolling Interests – Limited Partners Limited Partner Units are redeemable noncontrolling interests in the Operating Partnership. We classify redeemable noncontrolling interests in the Operating Partnership in the accompanying consolidated balance sheets outside of permanent equity because we may be required to pay cash to holders of Limited Partner Units upon redemption of their interests in the Operating Partnership or deliver registered shares upon their conversion. 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 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. We adjust the redeemable noncontrolling interests in the Operating Partnership at the end of each reporting period to reflect their interests in the Operating Partnership or redemption value. This adjustment is reflected in our shareholders’ and Parent Company’s equity. 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, 2025 2024 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 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. 15 Table of Contents 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. The limited partners have the right to redeem Limited Partner Units for cash or, at the Parent Company’s election, common shares of the Parent Company in an amount equal to the market value of an equivalent number of common shares of the Parent Company at the time of redemption. Such common shares must be registered, which is not fully in the Parent Company’s control. Therefore, the limited partners’ interest is not reflected within permanent equity. 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 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, 2025 2024 Redeemable noncontrolling interests balance as of January 1, $ 98,074 $ 73,287 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 March 31, $ 101,619 $ 73,713 Fair Value Measurements We follow the framework established under Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures , for measuring fair value of non-financial assets and liabilities that are not required or permitted to be measured at fair value on a recurring basis but only in certain circumstances, such as a business combination or upon determination of an impairment. Assets and liabilities recorded at fair value in the accompanying consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows: • Level 1 fair value inputs are quoted prices in active markets for identical instruments to which we have access. • Level 2 fair value inputs are inputs other than quoted prices included in Level 1 that are observable for similar instruments, either directly or indirectly, and appropriately consider counterparty creditworthiness in the valuation. • Level 3 fair value inputs reflect our best estimate of inputs and assumptions market participants would use in pricing an instrument at the measurement date. The inputs are unobservable in the market and significant to the valuation estimate. In instances where the determination of the fair value measurement is based upon inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. 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. 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. 16 Table of Contents NOTE 3. ACQUISITIONS 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 Price 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. 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. NOTE 4. DISPOSITIONS 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. 17 Table of Contents 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 Assets Net investment properties $ 73,317 $ 68,991 Tenant and other receivables 2,654 1,760 Restricted cash and escrow deposits 225 225 Deferred costs, net 2,746 2,634 Prepaid and other assets 741 181 Assets associated with investment properties held for sale $ 79,683 $ 73,791 Liabilities Accounts payable and accrued expenses $ 903 $ 544 Deferred revenue and other liabilities 3,296 3,465 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. NOTE 5. DEFERRED COSTS AND INTANGIBLES, NET Deferred costs consist primarily of acquired lease intangible assets, broker fees, and capitalized internal commissions incurred in connection with lease originations. Deferred leasing costs, lease intangibles and similar costs are amortized on a straight-line basis over the terms of the related leases. 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 Deferred leasing costs and other 90,620 89,762 415,404 447,436 Less: accumulated amortization ( 182,371 ) ( 206,589 ) $ 233,033 $ 240,847 Less: deferred costs associated with investment properties held for sale ( 2,746 ) ( 2,634 ) Deferred costs, net $ 230,287 $ 238,213 The amortization of deferred leasing costs, lease intangibles and other is included within “Depreciation and amortization” in the accompanying consolidated statements of operations and comprehensive income. The amortization of above-market lease intangibles is included as a reduction to “Rental income” in the accompanying consolidated statements of operations and comprehensive income. The amounts of such amortization included in the accompanying consolidated statements of operations and comprehensive income are as follows (in thousands) : Three Months Ended March 31, 2025 2024 Amortization of deferred leasing costs, lease intangibles and other $ 18,081 $ 21,278 Amortization of above-market lease intangibles $ 1,954 $ 2,704 18 Table of Contents NOTE 6. DEFERRED REVENUE, INTANGIBLES, NET AND OTHER LIABILITIES Deferred revenue and other liabilities consist of (i) the unamortized fair value of below-market lease liabilities recorded in connection with purchase accounting, (ii) retainage payables for development and redevelopment projects, (iii) tenant rent payments received in advance of the month in which they are due, and (iv) lease liabilities recorded upon adoption of ASU 2016-02, Leases (Topic 842) . The amortization of below-market lease liabilities is recognized as revenue over the remaining life of the leases (including option periods for leases with below-market renewal options) through 2085. 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 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 Retainage payables and other 8,597 8,317 Tenant rents received in advance 29,066 32,176 Lease liabilities 66,504 67,037 $ 238,637 $ 249,565 Less: 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 $ 9.1 million and $ 5.0 million for the three months ended March 31, 2025 and 2024, respectively. NOTE 7. MORTGAGE AND OTHER INDEBTEDNESS 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 Senior unsecured notes 2,030,000 2,380,000 Unsecured term loans 700,000 700,000 Unsecured revolving line of credit 34,000 — 2,910,885 3,228,185 Unamortized discounts and premiums, net 21,041 22,191 Unamortized debt issuance costs, net ( 21,869 ) ( 23,446 ) 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 March 31, 2025, considering the impact of interest rate swaps, is summarized below (dollars in thousands) : Amount Outstanding Ratio Weighted Average Interest Rate Weighted Average Years to Maturity Fixed rate debt (1) $ 2,707,885 93 % 4.09 % 4.6 Variable rate debt (2) 203,000 7 % 7.27 % 1.8 Debt discounts, premiums and issuance costs, net ( 828 ) N/A N/A N/A Mortgage and other indebtedness, net $ 2,910,057 100 % 4.31 % 4.4 (1) Fixed rate debt includes the portion of variable rate debt that has been hedged by interest rate swaps. 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 March 31, 2025, $ 155.0 million in fixed rate debt is hedged to a floating rate for a weighted average of 0.4 years. 19 Table of Contents Mortgages Payable The following table summarizes the Company’s mortgages payable (dollars in thousands) : March 31, 2025 December 31, 2024 Balance Weighted Average Interest Rate Weighted Average Years to Maturity Balance Weighted Average Interest Rate Weighted Average Years to Maturity Fixed rate mortgages payable (1) $ 132,885 5.11 % 6.9 $ 133,585 5.10 % 7.1 Variable rate mortgage payable (2) 14,000 6.47 % 1.3 14,600 6.48 % 1.6 Total mortgages payable $ 146,885 $ 148,185 (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 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) : March 31, 2025 December 31, 2024 Maturity Date Balance Interest Rate Balance Interest Rate Senior notes – 4.00 % due 2025 March 15, 2025 $ — — % $ 350,000 4.00 % Senior notes – SOFR + 3.65 % due 2025 (1) September 10, 2025 80,000 7.67 % 80,000 7.70 % Senior notes – 4.08 % due 2026 September 30, 2026 100,000 4.08 % 100,000 4.08 % Senior notes – 4.00 % due 2026 October 1, 2026 300,000 4.00 % 300,000 4.00 % Senior exchangeable notes – 0.75 % due 2027 April 1, 2027 175,000 0.75 % 175,000 0.75 % Senior notes – SOFR + 3.75 % due 2027 (2) September 10, 2027 75,000 7.77 % 75,000 7.80 % Senior notes – 4.24 % due 2028 December 28, 2028 100,000 4.24 % 100,000 4.24 % Senior notes – 4.82 % due 2029 June 28, 2029 100,000 4.82 % 100,000 4.82 % Senior notes – 4.75 % due 2030 September 15, 2030 400,000 4.75 % 400,000 4.75 % Senior notes – 4.95 % due 2031 December 15, 2031 350,000 4.95 % 350,000 4.95 % Senior notes – 5.50 % due 2034 (3) March 1, 2034 350,000 4.60 % 350,000 4.60 % Total senior unsecured notes $ 2,030,000 $ 2,380,000 (1) $ 80,000 of 4.47 % senior unsecured notes due 2025 has been swapped to a variable rate of three-month SOFR plus 3.65 % through September 10, 2025. (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 is 5.50 %; however, as a result of hedging activities, the Company’s interest rate is 4.60 %. 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. 20 Table of Contents 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) : March 31, 2025 December 31, 2024 Maturity Date Balance Interest Rate Balance Interest Rate Unsecured term loan due 2026 – fixed rate (1) July 17, 2026 $ 150,000 2.73 % $ 150,000 2.73 % Unsecured term loan due 2027 – fixed rate (2) October 24, 2027 250,000 3.94 % 250,000 3.94 % Unsecured term loan due 2029 – fixed rate (3) July 29, 2029 300,000 3.72 % 300,000 3.72 % Total unsecured term loans $ 700,000 $ 700,000 Unsecured credit facility revolving line of credit – variable rate (4) 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 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 1.25 % 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 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. The Revolving Facility is currently priced on the leverage-based pricing grid. In accordance with the Credit Agreement, the credit spread set forth in the leverage grid resets quarterly based on the Company’s leverage, as calculated at the previous quarter end. The Company may irrevocably elect to convert to the ratings-based pricing grid at any time. 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. 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. 21 Table of Contents 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 Options Extension Fee Credit Spread Facility Fee Credit Spread Facility Fee SOFR Adjustment $ 1,100,000 unsecured revolving line of credit 10/3/2028 1 one -year or 2 six -month 0.075 % 1.05 %– 1.50 % 0.15 %– 0.30 % 0.725 %– 1.40 % 0.125 %– 0.30 % 0.10 % The Operating Partnership’s ability to borrow under the Credit Agreement is subject to ongoing compliance by the Operating Partnership and its subsidiaries with various restrictive covenants, including with respect to liens, transactions with affiliates, dividends, mergers and asset sales. In addition, the Credit Agreement requires that the Operating Partnership satisfy certain financial covenants, including (i) a maximum leverage ratio; (ii) a minimum fixed charge coverage ratio; (iii) a maximum secured indebtedness ratio; (iv) a maximum unsecured leverage ratio; and (v) a minimum unencumbered interest coverage ratio. 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 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 Maturity Date Leverage-Based Pricing Credit Spread Investment-Grade Pricing Credit Spread SOFR Adjustment $ 150,000 unsecured term loan due 2026 7/17/2026 1.20 % – 1.70 % 0.75 % – 1.60 % 0.10 % $ 250,000 unsecured term loan due 2027 10/24/2027 (1) N/A 0.75 % – 1.60 % 0.10 % $ 300,000 unsecured term loan due 2029 7/29/2029 N/A 1.15 % – 2.20 % 0.10 % (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. The Operating Partnership is permitted to prepay the $ 150 M Term Loan in whole or in part at any time, without being subject to a prepayment fee. The Operating Partnership has the option to increase the $ 250 M Term Loan to $ 300.0 million, 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. The Operating Partnership is permitted to prepay the $ 250 M Term Loan in whole or in part, without premium or penalty. The Operating Partnership is permitted to prepay the $ 300 M Term Loan in whole or in part at any time, without premium or penalty. The unsecured term loan agreements contain representations, financial and other affirmative and negative covenants and events of default that are substantially similar to those contained in the Credit Agreement. The unsecured term loan agreements all rank pari passu with the Operating Partnership’s Revolving Facility and other unsecured indebtedness of the Operating Partnership. 22 Table of Contents Debt Issuance Costs 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) : Three Months Ended March 31, 2025 2024 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 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) : Three Months Ended March 31, 2025 2024 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 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 2026 5,832 2027 4,914 2028 4,904 2029 3,978 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 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 Unamortized hedge instruments 1,232 Total unamortized debt discounts, premiums and hedge instruments 24,842 Unamortized hedge instruments (included in accumulated other comprehensive income) ( 1,232 ) Fair value of variable interest rate swaps ( 2,569 ) Unamortized discounts and premiums, net $ 21,041 Fair Value of Fixed and Variable Rate Debt 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 %. 23 Table of Contents NOTE 8. DERIVATIVE INSTRUMENTS, HEDGING ACTIVITIES AND OTHER COMPREHENSIVE INCOME In order to manage potential future variable interest rate risk, we enter into interest rate derivative agreements from time to time. We do not use interest rate derivative agreements for trading or speculative purposes. 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 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 March 31, 2025 December 31, 2024 Cash Flow Four $ 250,000 SOFR 2.99 % 12/1/2022 10/24/2025 $ 1,579 $ 2,307 Cash Flow Two 100,000 SOFR 2.66 % 8/1/2022 8/1/2025 529 884 Cash Flow Two 200,000 SOFR 2.37 % 11/22/2023 8/1/2025 1,251 2,101 Cash Flow Three 150,000 SOFR 1.68 % 8/15/2022 7/17/2026 4,051 5,316 $ 700,000 $ 7,410 $ 10,608 Fair Value (2) Two $ 155,000 SOFR SOFR + 3.70 % 4/23/2021 9/10/2025 $ ( 2,569 ) $ ( 3,937 ) (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 %. These interest rate derivative agreements are the only assets or liabilities that we record at fair value on a recurring basis. The valuation of these assets and liabilities is determined using widely accepted techniques, including discounted cash flow analysis. 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 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 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 $ 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. NOTE 9. 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 24 Table of Contents 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, 2025 2024 Revenue: 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 Expenses: 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 25 Table of Contents NOTE 10. SHAREHOLDERS’ EQUITY Distributions 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 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 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 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. NOTE 11. 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 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) 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 4.5 million and 3.6 million for the three months ended March 31, 2025 and 2024, respectively. NOTE 12. 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 that are 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 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. 26 Table of Contents Legal Proceedings We are not subject to any material litigation, nor, to management’s knowledge, is any material litigation currently threatened against us. We are parties to routine litigation, claims, and administrative proceedings arising in the ordinary course of business. Management believes that such matters will not have a material adverse impact on our consolidated financial condition, results of operations or cash flows taken as a whole. NOTE 13. SUBSEQUENT EVENTS 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; and • 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. 27