What changed in this filing

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Item 1. Financial Statements

2025-07-31 compared with 2025-04-30 · 297 added, 182 removed, 622 unchanged (44% of the section changed)

28 unchanged sentences

219,858,193 and 219,667,067 shares issued and outstanding at

March 31, 2025 and December 31, 2024, respectively

June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 4,867,036 4,868,554

6 unchanged sentences

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

Table of Con tents

KITE REALTY GROUP TRUST

Consolidated Statements of Operations and Comprehensive Income

Consolidated Statements of Operations and Comprehensive Income (Loss)

(in thousands, except share and per share data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Rental income $ 211,182 $ 205,836 $ 430,354 $ 411,649

6 unchanged sentences

Depreciation and amortization 97,887 99,291 196,118 199,670

Impairment charges — 66,201 — 66,201

Total expenses 166,809 233,515 334,885 401,293

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

Operating income 53,777 39,425

Other (expense) income:

1 unchanged sentence

Income tax expense of taxable REIT subsidiaries ( 199 ) ( 132 ) ( 209 ) ( 290 )

Gain (loss) on sales of operating properties, net 103,022 ( 1,230 ) 103,113 ( 1,466 )

Equity in loss of unconsolidated subsidiaries ( 3,238 ) ( 174 ) ( 3,845 ) ( 594 )

1 unchanged sentence

Other income, net 480 4,295 4,538 7,923

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

Net income (loss) 112,599 ( 49,303 ) 136,863 ( 34,867 )

Net (income) loss attributable to noncontrolling interests ( 2,281 ) 665 ( 2,815 ) 385

Net income (loss) attributable to common shareholders $ 110,318 $ ( 48,638 ) $ 134,048 $ ( 34,482 )

Net income (loss) per common share – basic and diluted $ 0.50 $ ( 0.22 ) $ 0.61 $ ( 0.16 )

Weighted average common shares outstanding – basic 219,835,322 219,622,059 219,775,829 219,561,586

Weighted average common shares outstanding – diluted 219,949,868 219,622,059 219,888,939 219,561,586

Net income $ 24,264 $ 14,436

Net income (loss) $ 112,599 $ ( 49,303 ) $ 136,863 $ ( 34,867 )

Change in fair value of derivatives ( 3,991 ) ( 4,708 ) ( 8,271 ) ( 2,166 )

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

Total comprehensive income (loss) 108,608 ( 54,011 ) 128,592 ( 37,033 )

Comprehensive (income) loss attributable to noncontrolling

( 2,200 ) 737 ( 2,759 ) 372

Comprehensive income (loss) attributable to the Company $ 106,408 $ ( 53,274 ) $ 125,833 $ ( 36,661 )

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

Table of Con tents

KITE REALTY GROUP TRUST

11 unchanged sentences

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 )

Net income attributable to common

— — — — 23,730 23,730

Adjustment to redeemable noncontrolling

— — ( 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

Stock compensation activity 45,893 — 3,178 — — 3,178

Other comprehensive loss — — — ( 3,910 ) — ( 3,910 )

Distributions to common shareholders — — — — ( 59,361 ) ( 59,361 )

Net income attributable to common

— — — — 110,318 110,318

Adjustment to redeemable noncontrolling

— — ( 462 ) — — ( 462 )

Balance at June 30, 2025 219,858,193 $ 2,198 $ 4,867,036 $ 28,397 $ ( 1,579,915 ) $ 3,317,716

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

2 unchanged sentences

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 )

Net income attributable to common

— — — — 14,156 14,156

Adjustment to redeemable noncontrolling

— — ( 1,010 ) — — ( 1,010 )

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

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

Other comprehensive loss — — — ( 4,636 ) — ( 4,636 )

Distributions to common shareholders — — — — ( 54,917 ) ( 54,917 )

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

Adjustment to redeemable noncontrolling

— — ( 4,118 ) — — ( 4,118 )

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

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

Table of Con tents

KITE REALTY GROUP TRUST

1 unchanged sentence

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

Net income $ 24,264 $ 14,436

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

Net income (loss) $ 136,863 $ ( 34,867 )

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

Depreciation and amortization 199,451 201,586

1 unchanged sentence

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

Impairment charges — 66,201

Straight-line rent ( 5,074 ) ( 6,780 )

2 unchanged sentences

Amortization of in-place lease liabilities ( 5,107 ) ( 4,656 )

Equity in loss of unconsolidated joint ventures 3,845 594

Changes in assets and liabilities:

7 unchanged sentences

Net proceeds from sales of land — 4,855

Net proceeds from sales of operating properties 232,523 29,809

Investments in unconsolidated subsidiaries ( 253,924 ) —

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

Proceeds from short-term deposits 350,000 145,000

Change in construction payables ( 7,756 ) 485

Distributions from unconsolidated joint ventures 2,780 1,618

14 unchanged sentences

Cash, cash equivalents and restricted cash, end of period $ 187,835 $ 158,995

Non-cash investing and financing activities:

Accrued capital expenditures and tenant improvements $ 2,697 $ 6,973

Contribution of real estate and working capital in exchange for equity investment in unconsolidated joint venture $ 122,622 $ —

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

Table of Con tents

KITE REALTY GROUP, L.P.

27 unchanged sentences

Common equity, 219,858,193 and 219,667,067 units issued and outstanding

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

at June 30, 2025 and December 31, 2024, respectively

3,289,319 3,275,498

5 unchanged sentences

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

Table of Con tents

KITE REALTY GROUP, L.P.

AND SUBSIDIARIES

Consolidated Statements of Operations and Comprehensive Income

Consolidated Statements of Operations and Comprehensive Income (Loss)

(in thousands, except unit and per unit data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Rental income $ 211,182 $ 205,836 $ 430,354 $ 411,649

6 unchanged sentences

Depreciation and amortization 97,887 99,291 196,118 199,670

Impairment charges — 66,201 — 66,201

Total expenses 166,809 233,515 334,885 401,293

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

Operating income 53,777 39,425

Other (expense) income:

1 unchanged sentence

Income tax expense of taxable REIT subsidiaries ( 199 ) ( 132 ) ( 209 ) ( 290 )

Gain (loss) on sales of operating properties, net 103,022 ( 1,230 ) 103,113 ( 1,466 )

Equity in loss of unconsolidated subsidiaries ( 3,238 ) ( 174 ) ( 3,845 ) ( 594 )

1 unchanged sentence

Other income, net 480 4,295 4,538 7,923

Net income 24,264 14,436

Net income (loss) 112,599 ( 49,303 ) 136,863 ( 34,867 )

Net income attributable to noncontrolling interests ( 81 ) ( 74 ) ( 151 ) ( 141 )

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

Allocation of net income:

Net income (loss) attributable to common unitholders $ 112,518 $ ( 49,377 ) $ 136,712 $ ( 35,008 )

Allocation of net income (loss):

Limited Partners $ 2,200 $ ( 739 ) $ 2,664 $ ( 526 )

1 unchanged sentence

$ 112,518 $ ( 49,377 ) $ 136,712 $ ( 35,008 )

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

Net income (loss) per common unit – basic and diluted $ 0.50 $ ( 0.22 ) $ 0.61 $ ( 0.16 )

Weighted average common units outstanding – basic 224,684,910 223,329,063 224,451,187 223,219,523

Weighted average common units outstanding – diluted 224,799,456 223,329,063 224,564,297 223,219,523

Net income $ 24,264 $ 14,436

Net income (loss) $ 112,599 $ ( 49,303 ) $ 136,863 $ ( 34,867 )

Change in fair value of derivatives ( 3,991 ) ( 4,708 ) ( 8,271 ) ( 2,166 )

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

Total comprehensive income (loss) 108,608 ( 54,011 ) 128,592 ( 37,033 )

Comprehensive income attributable to noncontrolling

( 81 ) ( 74 ) ( 151 ) ( 141 )

Comprehensive income (loss) attributable to common

$ 108,527 $ ( 54,085 ) $ 128,441 $ ( 37,174 )

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

Table of Con tents

KITE REALTY GROUP, L.P.

13 unchanged sentences

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

Stock compensation activity 3,178 — 3,178

Other comprehensive loss attributable to Parent Company — ( 3,910 ) ( 3,910 )

Distributions to Parent Company ( 59,361 ) — ( 59,361 )

Net income attributable to Parent Company 110,318 — 110,318

Adjustment to redeemable noncontrolling interests ( 462 ) — ( 462 )

Balance at June 30, 2025 $ 3,289,319 $ 28,397 $ 3,317,716

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

5 unchanged sentences

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

Stock compensation activity 3,078 — 3,078

Other comprehensive loss attributable to Parent Company — ( 4,636 ) ( 4,636 )

Distributions to Parent Company ( 54,917 ) — ( 54,917 )

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

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

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

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

Table of Con tents

KITE REALTY GROUP, L.P.

2 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

Net income $ 24,264 $ 14,436

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

Net income (loss) $ 136,863 $ ( 34,867 )

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

Depreciation and amortization 199,451 201,586

1 unchanged sentence

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

Impairment charges — 66,201

Straight-line rent ( 5,074 ) ( 6,780 )

2 unchanged sentences

Amortization of in-place lease liabilities ( 5,107 ) ( 4,656 )

Equity in loss of unconsolidated joint ventures 3,845 594

Changes in assets and liabilities:

7 unchanged sentences

Net proceeds from sales of land — 4,855

Net proceeds from sales of operating properties 232,523 29,809

Investments in unconsolidated subsidiaries ( 253,924 ) —

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

Proceeds from short-term deposits 350,000 145,000

Change in construction payables ( 7,756 ) 485

Distributions from unconsolidated joint ventures 2,780 1,618

14 unchanged sentences

Cash, cash equivalents and restricted cash, end of period $ 187,835 $ 158,995

Non-cash investing and financing activities:

Accrued capital expenditures and tenant improvements $ 2,697 $ 6,973

Contribution of real estate and working capital in exchange for equity investment in unconsolidated joint venture $ 122,622 $ —

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

2 unchanged sentences

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2025

June 30, 2025

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

5 unchanged sentences

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”).

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 “Code”).

The Parent Company is the sole general partner of the Operating Partnership and, as of June 30, 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.

5 unchanged sentences

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 as of June 30, 2025 and for the three and six months ended June 30, 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.

2 unchanged sentences

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

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

As of June 30, 2025, the Company’s portfolio consisted of the following:

Properties Square Footage

Operating retail properties (1)

Operating retail/mixed-use properties 171 27,256,979

Operating retail/mixed-use properties – unconsolidated joint ventures

Total operating retail/mixed-use properties (1)

179 29,403,686

Office properties (2)

Standalone office properties (2)

Development and redevelopment projects:

2 unchanged sentences

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.

(1) Included within the operating retail/mixed-use properties are 11 properties that contain an office component.

Excludes two operating retail properties classified as held for sale as of June 30, 2025.

(2) Standalone office properties include the Company’s headquarters at 30 South Meridian and the Carillon medical office building, which was reclassified from active redevelopment into our office portfolio in December 2024.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Components of Investment Properties

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

March 31, 2025 December 31, 2024

The following table summarizes the composition of the Company’s investment properties as of June 30, 2025 and December 31, 2024 (in thousands) :

June 30, 2025 December 31, 2024

Land, buildings and improvements $ 7,381,763 $ 7,591,036

2 unchanged sentences

Components of Rental Income, including Allowance for Uncollectible Accounts

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

Three Months Ended March 31,

Rental income related to the Company’s operating leases is comprised of the following for the three and six months ended June 30, 2025 and 2024 (in thousands) :

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Fixed contractual lease payments – operating leases $ 167,569 $ 161,673 $ 336,408 $ 322,213

2 unchanged sentences

Straight-line rent adjustments 2,709 2,829 5,496 6,192

Straight-line rent reserve for uncollectibility ( 206 ) ( 237 )

Straight-line rent (reserve) recovery for uncollectibility ( 216 ) 825 ( 422 ) 588

Amortization of in-place lease liabilities, net 1,569 2,390 5,107 4,656

6 unchanged sentences

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.

During the six months ended June 30, 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 (loss).

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.

As of June 30, 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 June 30, 2025, these consolidated VIEs had mortgage debt totaling $ 108.5 million, which was secured by assets of the VIEs totaling $ 219.8 million.

The Operating Partnership guarantees the mortgage debt of these VIEs.

1 unchanged sentence

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

As of 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

24 unchanged sentences

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

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

Three Months Ended March 31,

The following table summarizes the non-redeemable noncontrolling interests in consolidated properties for the six months ended June 30, 2025 and 2024 (in thousands) :

Six Months Ended June 30,

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

1 unchanged sentence

Distributions to noncontrolling interests ( 127 ) ( 692 )

Noncontrolling interests balance as of March 31,

Noncontrolling interests balance as of June 30,

$ 1,917 $ 1,879

4 unchanged sentences

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.

As of June 30, 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.

5 unchanged sentences

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.

As of June 30, 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.

1 unchanged sentence

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,

For the three and six months ended June 30, 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 June 30, Six Months Ended June 30,

2025 2024 2025 2024

Parent Company’s weighted average interest in the Operating Partnership 97.8 % 98.3 % 97.9 % 98.4 %

Limited partners’ weighted average interests in the Operating Partnership 2.2 % 1.7 % 2.1 % 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 June 30, 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.

4 unchanged sentences

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.

There were 4,849,588 and 4,192,597 Limited Partner Units outstanding as of June 30, 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,

The redeemable noncontrolling interests in the Operating Partnership for the six months ended June 30, 2025 and 2024 were as follows (in thousands) :

Six Months Ended June 30,

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

Net income allocable to redeemable noncontrolling interests 464 213

Net income (loss) allocable to redeemable noncontrolling interests 2,664 ( 526 )

Distributions declared to redeemable noncontrolling interests ( 3,936 ) ( 1,809 )

Other, net including adjustments to redemption value 6,089 5,141

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

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

$ 102,891 $ 76,093

14 unchanged sentences

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

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

Date Property Name MSA Property Type Square

Footage Acquisition

The Company closed on the following wholly owned and unconsolidated asset acquisitions during the six months ended June 30, 2025 (dollars in thousands) :

Date Property Name Ownership Interest Metropolitan Statistical Area (MSA) Property Type Retail

Square Footage Acquisition

January 15, 2025 Village Commons 100 % 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.

April 28, 2025 Legacy West (1)

52 % Dallas/Ft.

Worth Multi-tenant retail, office & multifamily 342,011 408,200

512,987 $ 476,600

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

The above acquisitions were funded using a combination of available cash on hand, proceeds from dispositions, 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 %.

In March 2025, the Company entered into a joint venture with GIC (the “Legacy West Joint Venture”), and on April 28, 2025, the joint venture acquired Legacy West 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 owns 52 % of the equity in the Legacy West Joint Venture.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

See Note 5 to the accompanying consolidated financial statements for details of the Legacy West Joint Venture with GIC.

The Company did not acquire any properties during the six months ended June 30, 2024.

DISPOSITIONS AND IMPAIRMENT CHARGES

The Company closed on the following dispositions during the six months ended June 30, 2025 (dollars in thousands) :

Date Property Name MSA Property Type Square

Footage Sales Price Gain (Loss)

April 4, 2025 Stoney Creek Commons Indianapolis Multi-tenant retail 84,094 $ 9,500 $ 4,802

June 25, 2025 Fullerton Metrocenter Los Angeles Multi-tenant retail 241,027 118,500 20,295

June 27, 2025 Denton Crossing (1)

Worth Multi-tenant retail 343,345 81,593 35,636

June 27, 2025 Parkway Towne Crossing (1)

Worth Multi-tenant retail 180,736 57,653 18,133

June 27, 2025 The Landing at Tradition (1)

Lucie, FL Multi-tenant retail 397,199 93,754 23,710

1,246,401 $ 361,000 $ 102,576

(1) The Company has retained a 52 % noncontrolling interest in this property.

During the three months ended June 30, 2025, the Company contributed three previously wholly owned properties, Denton Crossing, Parkway Towne Crossing, and The Landing at Tradition, valued at $ 233.0 million in the aggregate to a newly formed joint venture with GIC (the “GIC Portfolio Joint Venture”) (see Note 5 to the accompanying consolidated financial statements for further details), and received $ 112.1 million in gross proceeds for the 48 % interest in the joint venture acquired by GIC.

The Company calculated the gain on sale in accordance with ASC 606, Revenue from Contracts with Customers , and ASC 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets , which requires full gain recognition upon deconsolidation of a nonfinancial asset.

The gain on sale was calculated as the fair value of each of the three properties (based upon the sales price for the 48 % interest acquired by GIC) less the aggregate carrying value.

The Company’s retained 52 % equity method investment was recorded at fair value as of the transaction date, which equaled $ 120.9 million.

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

Date Property Name MSA Property Type Square

Footage Sales Price Gain (Loss)

May 31, 2024 Ashland & Roosevelt Chicago Multi-tenant retail 104,176 $ 30,600 $ ( 1,230 )

As of June 30, 2025, the Company had entered into a contract to sell Humblewood Shopping Center, an 85,682 square foot multi-tenant retail property in the Houston MSA.

This property qualified for held-for-sale accounting treatment upon meeting all applicable GAAP criteria during the quarter ended June 30, 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 June 30, 2025.

Humblewood Shopping Center was sold on July 21, 2025 for a gross sales price of $ 18.3 million with an anticipated gain on sale.

The proceeds from the sale are restricted for 180 days related to a potential 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 and remains committed to a plan to sell this asset although the sale has not been completed within one year.

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 June 30, 2025 and December 31, 2024.

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

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

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

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

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

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

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

The following table presents the assets and liabilities associated with Humblewood Shopping Center and City Center, the investment properties classified as held for sale as of June 30, 2025.

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Net investment properties $ 81,841 $ 68,991

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Liabilities associated with investment properties held for sale $ 4,949 $ 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.

There were no discontinued operations for the six months ended June 30, 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.

INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES

The following table summarizes the Company’s investments in unconsolidated joint ventures as of June 30, 2025 and December 31, 2024 (dollars in thousands) :

Date of Investment Ownership Interest Investment at

Joint Venture June 30, 2025 December 31, 2024

Embassy Suites at Eddy Street Commons (1)

December 2017 35 % $ 9,007 $ 9,514

Nuveen Portfolio Joint Venture (2)

June 2018 20 % 5,935 5,951

Glendale Multifamily Joint Venture (3)

May 2020 11.5 % 405 536

The Corner – IN Joint Venture (4)

September 2021 50 % 1,967 1,010

Legacy West Joint Venture April 2025 52 % 248,280 —

GIC Portfolio Joint Venture June 2025 52 % 122,733 —

Other investments 2,500 2,500

$ 390,827 $ 19,511

(1) The Company formed a joint venture with an unrelated third party to develop and own an Embassy Suites hotel next to Eddy Street Commons, our operating retail property at the University of Notre Dame.

(2) The Company formed a joint venture with Nuveen Real Estate, formerly known as TH Real Estate, and sold three properties (Livingston Shopping Center, Plaza Volente and Tamiami Crossing) to the joint venture.

The Company is the operating member of the joint venture and earns fees for providing property management and leasing services.

(3) The Company formed a joint venture with an unrelated third party for the planned development of a multifamily project adjacent to Glendale Town Center, our operating retail property in the Indianapolis MSA.

The Company’s partner is the operating member of the joint venture.

(4) The Company formed a joint venture with an unrelated third party for the planned redevelopment of The Corner in the Indianapolis MSA into a mixed-use, multifamily, and retail project.

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.

On January 31, 2024, the joint venture that owned Glendale Center Apartments 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 the sale of unconsolidated property of $ 2.3 million during the six months ended June 30, 2024.

In addition, the Company received a $ 1.6 million distribution upon the disposition of the property during the six months ended June 30, 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.

In March 2025, the Company entered into a joint venture with GIC, and on April 28, 2025, the joint venture acquired Legacy West in the Dallas/Fort Worth MSA.

See Note 3 to the accompanying consolidated financial statements for details on the acquisition.

The Company owns 52 % of the equity in the Legacy West joint venture.

The Company is the operating member of the joint venture, and an affiliate of the Company is the property manager responsible for the day-to-day management of Legacy West.

The Company provides leasing, construction, and property management services to the Legacy West joint venture for which it earns fees.

In June 2025, the Company entered into a second joint venture with GIC and contributed three previously wholly owned properties valued at $ 233.0 million in the aggregate for a 52 % noncontrolling interest in the GIC Portfolio Joint Venture.

See Note 4 to the accompanying consolidated financial statements for details on the disposition.

The Company is the operating member of the joint venture, and an affiliate of the Company is the property manager responsible for the day-to-day management of the three properties.

The Company provides leasing, construction, and property management services to the GIC Portfolio Joint Venture for which it earns fees.

Both members of these investments have substantive participating rights over major decisions that impact the economics and operations of the joint ventures.

The Company has the ability to exercise significant influence but does not have financial or operating control over these investments, and as a result, the Company accounts for these investments pursuant to the equity method of accounting.

Under the equity method, the net equity investment of the Company is reflected in the accompanying consolidated balance sheets, and the Company’s share of net income or loss from each unconsolidated joint venture is included in the accompanying consolidated statements of operations and comprehensive income (loss).

Distributions from these investments that are related to income from operations are included as operating activities, and distributions that are related to capital transactions are included in investing activities in the Company’s consolidated statements of cash flows.

DEFERRED COSTS AND INTANGIBLES, NET

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

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

March 31, 2025 December 31, 2024

As of June 30, 2025 and December 31, 2024, deferred costs consisted of the following (in thousands) :

June 30, 2025 December 31, 2024

Acquired lease intangible assets $ 299,106 $ 357,674

5 unchanged sentences

Deferred costs, net $ 208,683 $ 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,

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 (loss).

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

Six Months Ended June 30,

Amortization of deferred leasing costs, lease intangibles and other $ 35,742 $ 40,850

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

As of 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

As of June 30, 2025 and December 31, 2024, deferred revenue, intangibles, net and other liabilities consisted of the following (in thousands) :

June 30, 2025 December 31, 2024

Unamortized in-place lease liabilities $ 127,259 $ 142,035

5 unchanged sentences

Deferred revenue and other liabilities $ 227,807 $ 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.

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 (loss) and totaled $ 12.9 million and $ 9.8 million for the six months ended June 30, 2025 and 2024, respectively.

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

The following table summarizes the Company’s indebtedness as of June 30, 2025 and December 31, 2024 (in thousands) :

June 30, 2025 December 31, 2024

Mortgages payable $ 145,578 $ 148,185

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Total mortgage and other indebtedness, net $ 3,022,496 $ 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) :

Consolidated indebtedness, including weighted average interest rates and weighted average maturities as of June 30, 2025, considering the impact of interest rate swaps, is summarized below (dollars in thousands) :

Outstanding Ratio Weighted Average

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

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

As of June 30, 2025, $ 700.0 million in variable rate debt is hedged to a fixed rate for a weighted average of 0.4 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.

As of June 30, 2025, $ 155.0 million in fixed rate debt is hedged to a floating rate for a weighted average of 0.2 years.

Mortgages Payable

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Balance Weighted Average

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Total mortgages payable $ 145,578 $ 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.

(1) The fixed rate mortgages had interest rates ranging from 3.75 % to 5.73 % as of June 30, 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.

The one-month SOFR rate was 4.32 % and 4.33 % as of June 30, 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.

During the six months ended June 30, 2025, we made scheduled principal payments of $ 2.6 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

June 30, 2025 December 31, 2024

Maturity Date Balance Interest Rate Balance Interest Rate

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Senior notes – 5.20 % due 2032

August 15, 2032 300,000 5.20 % — — %

Senior notes – 5.50 % due 2034 (3)

March 1, 2034 350,000 4.60 % 350,000 4.60 %

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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.

In March 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.

In June 2025, the Company completed a public offering of $ 300.0 million in aggregate principal amount of 5.20 % senior unsecured notes due 2032 (the “Notes Due 2032”).

The Notes Due 2032 were priced at 99.513 % of the principal amount to yield 5.281 % to maturity and will mature on August 15, 2032, unless earlier redeemed.

The proceeds were used to repay the $ 150.0 million unsecured term loan that was scheduled to mature on July 17, 2026 and borrowings on the Company’s revolving line of credit, with the remaining proceeds to be used to repay the $ 80.0 million principal balance of the 4.47 % senior unsecured notes that mature on September 10, 2025.

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

June 30, 2025 December 31, 2024

Maturity Date Balance Interest Rate Balance Interest Rate

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October 3, 2028 $ — 5.60 % $ — 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.

(1) As of December 31, 2024, $ 150,000 of SOFR -based variable rate debt had 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 December 31, 2024.

These interest rate swaps are expected to be assigned to the $ 300 M Term Loan effective August 1, 2025.

(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 applicable credit spread was 0.95 % as of June 30, 2025 and December 31,

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.

The applicable credit spread was 1.25 % as of June 30, 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.

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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;

As of June 30, 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.

1 unchanged sentence

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

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

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

The greenhouse gas emission reduction targets have not been achieved as of June 30, 2025.

The following table summarizes the key terms of the Revolving Facility as of June 30, 2025 (dollars in thousands) :

Leverage-Based Pricing Investment-Grade Pricing

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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.

As of June 30, 2025, we were in compliance with all such covenants.

As of June 30, 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.

As of June 30, 2025, the Operating Partnership has the following unsecured term loans:

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

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) :

The greenhouse gas emission reduction targets have not been achieved as of June 30, 2025.

The following table summarizes the key terms of the unsecured term loans as of June 30, 2025 (dollars in thousands) :

Unsecured Term Loans

4 unchanged sentences

10/24/2027 (1)

0.75 % – 1.60 %

$ 250,000 unsecured term loan due 2027

10/24/2027 (1)

N/A 0.75 % – 1.60 %

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(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.

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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,

Six Months Ended June 30,

Amortization of debt issuance costs $ 3,333 $ 1,916

1 unchanged sentence

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,

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

Six Months Ended June 30,

Amortization of debt discounts, premiums and hedge instruments $ 4,025 $ 7,490

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

In addition, the estimated amounts of the reduction to interest expense as of June 30, 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) :

July 2025 through December 2025 $ 3,197

Thereafter ( 53 )

Total unamortized debt discounts, premiums and hedge instruments $ 22,111

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) :

The following table reconciles total unamortized debt discounts, premiums and hedge instruments as of June 30, 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 $ 21,116

5 unchanged sentences

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.

As of June 30, 2025, the estimated fair value of fixed rate debt was $ 2.5 billion compared to the book value of $ 2.5 billion.

The fair value was estimated using Level 2 and Level 3 inputs with cash flows discounted at current borrowing rates for similar instruments, which ranged from 5.36 % to 6.80 %.

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.

As of June 30, 2025, the estimated fair value of variable rate debt was $ 564.9 million compared to the book value of $ 563.4 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 %.

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

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

The following table summarizes the terms and fair values of the Company’s derivative financial instruments that were designated and qualified as part of a hedging relationship as of June 30, 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

Type of Hedge Number of Instruments Aggregate Notional Reference Rate Interest Rate Effective Date Maturity Date June 30, 2025 December 31, 2024

Cash Flow Four $ 250,000 SOFR 2.99 % 12/1/2022 10/24/2025 $ 1,006 $ 2,307

1 unchanged sentence

Cash Flow Two 200,000 SOFR 2.37 % 11/22/2023 8/1/2025 336 2,101

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

Cash Flow (2)

Three 150,000 SOFR 1.68 % 8/15/2022 7/17/2026 3,234 5,316

$ 700,000 $ 4,719 $ 10,608

3 unchanged sentences

(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) These interest rate swaps are expected to be assigned to the Company’s $ 300 M Term Loan effective August 1, 2025.

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

In June 2025, we entered into three intraday interest rate lock agreements with notional amounts totaling $ 150.0 million that fixed the interest rate on a portion of the Notes Due 2032, which were issued in June 2025, at 4.21 %.

We paid $ 0.2 million upon termination, which is included as a component of “Accumulated other comprehensive income” in the accompanying consolidated balance sheets and is being reclassified as an increase to interest expense over the term of the debt.

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

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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 of June 30, 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.

Approximately $ 2.6 million and $ 5.2 million was reclassified as a reduction to interest expense during the three and six months ended June 30, 2025, respectively.

Approximately $ 4.9 million and $ 9.8 million was reclassified as a reduction to interest expense during the three and six months ended June 30, 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 $ 8.7 million, assuming the current SOFR curve.

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

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

tenants under existing lease agreements at each of our properties.

We derive our revenue primarily from the collection of contractual rents and reimbursement payments from tenants under existing lease agreements at each of our properties.

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

7 unchanged sentences

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,

The following table presents information on the Company’s reported segment revenue, net operating income, and significant segment expenses for the three and six months ended June 30, 2025 and 2024 that are provided to the CODM and included within the Company’s single reportable operating segment measure of profit or loss:

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Minimum rent $ 165,965 $ 161,608 $ 339,953 $ 322,653

12 unchanged sentences

Fee income 853 3,452 1,278 3,767

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

Depreciation and amortization ( 97,887 ) ( 99,291 ) ( 196,118 ) ( 199,670 )

5 unchanged sentences

Gain (loss) on sales of operating properties, net 103,022 ( 1,230 ) 103,113 ( 1,466 )

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 (loss) 112,599 ( 49,303 ) 136,863 ( 34,867 )

Net (income) loss attributable to noncontrolling interests ( 2,281 ) 665 ( 2,815 ) 385

Net income (loss) attributable to common shareholders $ 110,318 $ ( 48,638 ) $ 134,048 $ ( 34,482 )

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.

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

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

For the six months ended June 30, 2025, we declared cash distributions totaling $ 0.54 per common share and Common Unit.

For the three and six months ended June 30, 2024, we declared cash distributions of $ 0.25 and $ 0.50 per common share and Common Unit, respectively.

Share Repurchase Program

2 unchanged sentences

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.

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 June 30, 2025, the Company has no t repurchased any shares under the Share Repurchase Program.

EARNINGS PER SHARE OR UNIT

7 unchanged sentences

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.

Weighted average Limited Partner Units outstanding were 4.8 million and 4.7 million for the three and six months ended June 30, 2025, respectively, and 3.7 million for the three and six months ended June 30, 2024.

Due to the net loss allocable to common shareholders and common unitholders for the three and six months ended June 30, 2024, no securities had a dilutive impact for those periods.

COMMITMENTS AND CONTINGENCIES

3 unchanged sentences

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.

As of June 30, 2025, the outstanding balance of the loans was $ 68.4 million, of which our share was $ 34.2 million.

As of June 30, 2025, we had outstanding letters of credit totaling $ 4.5 million with no amounts advanced against these instruments.

Legal Proceedings

3 unchanged sentences

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.

Subsequent to June 30, 2025:

• one of our properties experienced severe flooding.

We believe that we have adequate third-party insurance, subject to a $ 0.3 million deductible, including business interruption coverage, to address this matter, and at this time, we do not believe that the flood will have a significant adverse impact on our results of operations or financial condition on a consolidated basis;

• we closed on the disposition of Humblewood Shopping Center, an 85,682 square foot multi-tenant retail property in the Houston MSA, which was classified as held for sale as of June 30, 2025, for a gross sales price of $ 18.3 million with an anticipated gain on sale.

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

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

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

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

See Note 3 for further details.

• the Operating Partnership amended the pricing terms of the Revolving Facility, $ 300 M Term Loan, and $ 250 M Term Loan to remove the 0.10 % SOFR spread adjustment;

in addition, the credit ratings-based pricing credit spread on the $ 300 M Term Loan decreased from a range of 1.15 % to 2.20 % to a range of 0.75 % to 1.60 %.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements