What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-07-31 compared with 2025-04-30 · 224 added, 121 removed, 337 unchanged (51% of the section changed)

27 unchanged sentences

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

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

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

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

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

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

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

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

As of June 30, 2025, we own interests in 179 operating retail/mixed-used properties, including 171 wholly owned shopping centers and eight shopping centers owned through four unconsolidated joint ventures, totaling approximately 29.4 million square feet, excluding two operating retail properties classified as held for sale as of June 30, 2025, and two standalone office properties with 0.4 million square feet.

Of the 179 operating retail/mixed-use properties, 11 contain an office component.

We also own interests in one development project under construction as of June 30, 2025 and an additional two properties with future redevelopment opportunities.

Inflation and Tariffs

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

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

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

government in 2025.

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

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Operating Activity

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

During the second quarter of 2025, we executed new and renewal leases on 170 individual spaces totaling 1,214,631 square feet (17.0% cash leasing spread on 133 comparable leases).

New leases were signed on 64 individual spaces for 342,658 square feet of gross leasable area (“GLA”) (31.3% cash leasing spread on 38 comparable leases), while non-option renewal leases were signed on 63 individual spaces for 223,294 square feet of GLA (19.7% cash leasing spread on 52 comparable leases) and option renewals were signed on 43 individual spaces for 648,679 square feet of GLA (8.2% cash leasing spread).

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Comparable new and renewal leases are defined as those for which the space was occupied by a tenant within the last 12 months.

New Tax Legislation

Effective July 4, 2025, certain changes to U.S.

tax law were approved that impact us and our shareholders.

Among other changes, this legislation (i) permanently extends the 20% deduction for “qualified REIT dividends” for individuals and other non-corporate taxpayers under Section 199A of the Internal Revenue Code (the “Code”), (ii) increases the percentage limit under the REIT asset test applicable to taxable REIT subsidiaries from 20% to 25% for taxable years beginning after December 31, 2025, and (iii) increases the base on which the 30% interest deduction limit under Section 163(j) of the Code applies by excluding depreciation, amortization, and depletion from the definition of “adjusted taxable income” (i.e., based on EBITDA rather than EBIT) for taxable years beginning after December 31, 2024.

Results of Operations

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

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

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

Property Name MSA Acquisition Date GLA

The comparability of results of operations for the three and six months ended June 30, 2025 and 2024 is affected by our development, redevelopment, and operating property acquisition and disposition activities during these periods.

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

The following operating properties were acquired during the period from January 1, 2024 through June 30, 2025:

Property Name MSA Acquisition Date Retail GLA

Parkside West Cobb Atlanta August 30, 2024 141,627

Village Commons Miami January 15, 2025 170,976

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

Worth MSA, in a joint venture with GIC for a gross purchase price of $785.0 million, including the assumption of $304.0 million of debt with an interest rate of 3.80%.

Legacy West (1)

Worth April 28, 2025 342,011

(1) We acquired a 52% interest in Legacy West in a joint venture with GIC for a gross purchase price of $785.0 million, including the assumption of $304.0 million of debt with an interest rate of 3.80%.

Our share of the purchase price is $408.2 million.

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

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

The following operating properties were sold during the period from January 1, 2024 through June 30, 2025:

Property Name MSA Disposition Date GLA

Ashland & Roosevelt Chicago May 31, 2024 104,176

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

Stoney Creek Commons Indianapolis April 4, 2025 84,094

Fullerton Metrocenter Los Angeles June 25, 2025 241,027

Denton Crossing (1)

Worth June 27, 2025 343,345

Parkway Towne Crossing (1)

Worth June 27, 2025 180,736

The Landing at Tradition (1)

Lucie, FL June 27, 2025 397,199

(1) We contributed this previously wholly owned property into a newly formed joint venture with GIC (the “GIC Portfolio Joint Venture”) and have retained a 52% noncontrolling interest in the property.

In addition to the above dispositions, Humblewood Shopping Center, an 85,682 square foot multi-tenant retail property in the Houston MSA, is classified as held for sale as of June 30, 2025 and was sold on July 21, 2025.

In January 2024, the joint venture that owned Glendale Center Apartments, of which we have an 11.5% ownership interest, sold the 267-unit property to a third party.

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Development and Redevelopment Projects

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

The following properties were under active development or redevelopment at various times during the period from January 1, 2024 through June 30, 2025 and removed from our operating portfolio:

Project Name MSA Transition to

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

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

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

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

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

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

Three Months Ended March 31,

Comparison of Operating Results for the Three Months Ended June 30, 2025 to the Three Months Ended June 30, 2024

The following table reflects changes in the components of our consolidated statements of operations for the three months ended June 30, 2025 and 2024 (in thousands) :

Three Months Ended June 30,

2025 2024 Change

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Depreciation and amortization 97,887 99,291 (1,404)

Impairment charges — 66,201 (66,201)

Total expenses 166,809 233,515 (66,706)

Gain (loss) on sales of operating properties, net 91 (236) 327

Operating income 53,777 39,425 14,352

Other (expense) income:

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Income tax expense of taxable REIT subsidiaries (199) (132) (67)

Gain (loss) on sales of operating properties, net 103,022 (1,230) 104,252

Equity in loss of unconsolidated subsidiaries (3,238) (174) (3,064)

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

Other income, net 480 4,295 (3,815)

Net income 24,264 14,436 9,828

Net income attributable to noncontrolling interests (534) (280) (254)

Net income attributable to common shareholders $ 23,730 $ 14,156 $ 9,574

Net income (loss) 112,599 (49,303) 161,902

Net (income) loss attributable to noncontrolling interests (2,281) 665 (2,946)

Net income (loss) attributable to common shareholders $ 110,318 $ (48,638) $ 158,956

Property operating expense to total revenue ratio 13.5 % 13.4 %

1 unchanged sentence

Three Months Ended

March 31, 2024 to 2025

June 30, 2024 to 2025

Properties or components of properties sold or held for sale during 2024 and/or 2025 $ (802)

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The net increase of $4.6 million in rental income for properties that were fully operational during 2024 and 2025 is primarily due to increases in the following:

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

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

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

(i) base minimum rent of $2.4 million due to contractual rent changes, (ii) lease termination income of $1.9 million, (iii) tenant reimbursements of $0.4 million due to higher recoverable common area maintenance expenses, and (iv) overage rent of $0.3 million.

These variances were partially offset by a decrease in ancillary income of $0.3 million.

The occupancy of the fully operational properties decreased from 91.3% for the three months ended June 30, 2024 to 90.4% for the three months ended June 30, 2025.

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

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

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

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

This revenue decreased by $1.8 million primarily as a result of no land sales being completed during the three months ended June 30, 2025 compared to $1.9 million of gains on the sale of land realized during the three months ended June 30, 2024.

We recorded fee income of $0.9 million and $3.5 million during the three months ended June 30, 2025 and 2024, respectively, from property management and development services provided to third parties and unconsolidated joint ventures.

The decrease in fee income is primarily due to development fees earned during the three months ended June 30, 2024 related to the development of a hotel on the Pam Am Plaza site that did not reoccur in 2025.

Property operating expenses increased $0.3 million, or 1.1%, due to the following (in thousands) :

Three Months Ended

March 31, 2024 to 2025

June 30, 2024 to 2025

Properties or components of properties sold or held for sale during 2024 and/or 2025 $ (47)

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Properties fully operational during 2024 and 2025 and other 53

Total $ 1,745

The net increase of $0.1 million in property operating expenses for properties that were fully operational during 2024 and 2025 is primarily due to increases in the following:

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

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

(i) $0.2 million in insurance expenses, (ii) $0.2 million in landscaping and repairs and maintenance expenses, and (iii) $0.2 million in administrative expenses, offset by a $0.6 million decrease in non-recoverable operating expenses.

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

Real estate taxes increased $0.2 million, or 0.6%, due to the following (in thousands) :

Three Months Ended

March 31, 2024 to 2025

June 30, 2024 to 2025

Properties or components of properties sold or held for sale during 2024 and/or 2025 $ (265)

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Properties fully operational during 2024 and 2025 and other 4

Total $ 1,227

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

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

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

There was no net change in real estate taxes for properties that were fully operational during 2024 and 2025 primarily due to higher real estate tax assessments and lower capitalized real estate taxes at certain properties in the portfolio in 2025 that were offset by an increase in real estate tax refunds received during the three months ended June 30, 2025.

General, administrative and other expenses increased $0.4 million, or 3.3%, primarily due to higher costs incurred related to travel and an increase in bank fees in 2025.

Depreciation and amortization expense decreased $1.4 million, or 1.4%, due to the following (in thousands) :

Three Months Ended

March 31, 2024 to 2025

June 30, 2024 to 2025

Properties or components of properties sold or held for sale during 2024 and/or 2025 $ (2,757)

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Total $ (1,404)

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

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

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

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

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

The net increase of $1.0 million in depreciation and amortization at properties that were fully operational during 2024 and 2025 is primarily due to the timing of placing assets in service and writing-off tenant-related assets as a result of tenant move-outs.

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

No impairment charges were recorded during the three months ended June 30, 2025.

Interest expense increased $3.1 million, or 9.9%, primarily due to an increase in interest incurred on the Company’s unsecured revolving line of credit due to increased borrowings along with less favorable interest rate swaps in 2025 compared to the prior year, partially offset by a decrease in interest incurred on the unsecured term loans.

We recorded a net gain on sales of operating properties of $103.0 million for the three months ended June 30, 2025 on the sales of Stoney Creek Commons and Fullerton Metrocenter and the contribution of three previously wholly owned properties to the GIC Portfolio Joint Venture compared to a net loss on sales of operating properties of $1.2 million on the sale of Ashland & Roosevelt for the three months ended June 30, 2024.

Other income, net decreased $3.8 million primarily due to a decrease in interest income earned during the three months ended June 30, 2025 compared to the prior year.

Comparison of Operating Results for the Six Months Ended June 30, 2025 to the Six Months Ended June 30, 2024

The following table reflects changes in the components of our consolidated statements of operations for the six months ended June 30, 2025 and 2024 (in thousands) :

Six Months Ended June 30,

2025 2024 Change

Rental income $ 430,354 $ 411,649 $ 18,705

Other property-related revenue 3,525 4,457 (932)

Fee income 1,278 3,767 (2,489)

Total revenue 435,157 419,873 15,284

Property operating 58,707 56,645 2,062

Real estate taxes 54,412 53,027 1,385

General, administrative and other 25,648 25,750 (102)

Depreciation and amortization 196,118 199,670 (3,552)

Impairment charges — 66,201 (66,201)

Total expenses 334,885 401,293 (66,408)

Other (expense) income:

Interest expense (67,006) (61,345) (5,661)

Income tax expense of taxable REIT subsidiaries (209) (290) 81

Gain (loss) on sales of operating properties, net 103,113 (1,466) 104,579

Equity in loss of unconsolidated subsidiaries (3,845) (594) (3,251)

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

Other income, net 4,538 7,923 (3,385)

Net income (loss) 136,863 (34,867) 171,730

Net (income) loss attributable to noncontrolling interests (2,815) 385 (3,200)

Net income (loss) attributable to common shareholders $ 134,048 $ (34,482) $ 168,530

Property operating expense to total revenue ratio 13.5 % 13.5 %

Rental income (including tenant reimbursements) increased $18.7 million, or 4.5%, due to the following (in thousands) :

Six Months Ended

June 30, 2024 to 2025

Properties or components of properties sold or held for sale during 2024 and/or 2025 $ (432)

Properties under redevelopment or acquired during 2024 and/or 2025 3,696

Properties fully operational during 2024 and 2025 and other 15,441

Total $ 18,705

The net increase of $15.4 million in rental income for properties that were fully operational during 2024 and 2025 is primarily due to increases in the following:

(i) base minimum rent of $8.7 million due to contractual rent changes, (ii) lease termination income of $6.7 million, and (iii) tenant reimbursements of $2.4 million due to higher recoverable common area maintenance expenses.

These variances were partially offset by an increase in bad debt expense of $1.5 million and decreases in ancillary income of $0.6 million and overage rent of $0.3 million.

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

This revenue decreased by $0.9 million primarily as a result of no land sales being completed during the six months ended June 30, 2025 compared to $1.9 million of gains on the sale of land realized during the six months ended June 30, 2024, partially offset by the receipt of $0.7 million of insurance proceeds during the six months ended June 30, 2025 related to a hail storm at one of our properties.

We recorded fee income of $1.3 million and $3.8 million during the six months ended June 30, 2025 and 2024, respectively, from property management and development services provided to third parties and unconsolidated joint ventures.

The decrease in fee income is primarily due to development fees earned during the six months ended June 30, 2024 related to the development of a hotel on the Pam Am Plaza site that did not reoccur in 2025.

Property operating expenses increased $2.1 million, or 3.6%, due to the following (in thousands) :

Six Months Ended

June 30, 2024 to 2025

Properties or components of properties sold or held for sale during 2024 and/or 2025 $ 112

Properties under redevelopment or acquired during 2024 and/or 2025 546

Properties fully operational during 2024 and 2025 and other 1,404

Total $ 2,062

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

(i) snow removal expenses of $0.8 million, (ii) insurance expenses of $0.7 million, and (iii) utilities of $0.3 million, partially offset by a $0.7 million decrease in non-recoverable expenses.

As a percentage of revenue, property operating expenses were flat at 13.5%.

Real estate taxes increased $1.4 million, or 2.6%, due to the following (in thousands) :

Six Months Ended

June 30, 2024 to 2025

Properties or components of properties sold or held for sale during 2024 and/or 2025 $ (467)

Properties under redevelopment or acquired during 2024 and/or 2025 730

Properties fully operational during 2024 and 2025 and other 1,122

Total $ 1,385

The net increase of $1.1 million in real estate taxes for properties that were fully operational during 2024 and 2025 is primarily due to higher real estate tax assessments and lower capitalized real estate taxes at certain properties in the portfolio in 2025, partially offset by an increase in real estate tax refunds received during the six months ended June 30, 2025.

General, administrative and other expenses decreased $0.1 million, or 0.4%, primarily due to a decrease in corporate communication expenses and franchise taxes in 2025.

Depreciation and amortization expense decreased $3.6 million, or 1.8%, due to the following (in thousands) :

Six Months Ended

June 30, 2024 to 2025

Properties or components of properties sold or held for sale during 2024 and/or 2025 $ (5,459)

Properties under redevelopment or acquired during 2024 and/or 2025 1,064

Properties fully operational during 2024 and 2025 and other 843

Total $ (3,552)

The net increase of $0.8 million in depreciation and amortization at properties that were fully operational during 2024 and 2025 is primarily due to the timing of placing assets in service and writing-off tenant-related assets as a result of tenant move-outs.

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

No impairment charges were recorded during the six months ended June 30, 2025.

Interest expense increased $5.7 million, or 9.2%, primarily due to interest incurred on the $350.0 million in aggregate principal amount of 4.95% senior unsecured notes due 2031 (the “Notes Due 2031”) issued in August 2024, an increase in interest incurred on the Company’s unsecured revolving line of credit due to increased borrowings, and less favorable interest rate swaps in 2025 compared to the prior year, partially offset by a decrease in interest incurred on the unsecured term loans and private placement notes.

We recorded a net gain on sales of operating properties of $103.1 million for the six months ended June 30, 2025 on the sales of Stoney Creek Commons and Fullerton Metrocenter and the contribution of three previously wholly owned properties to the GIC Portfolio Joint Venture compared to a net loss on sales of operating properties of $1.5 million primarily on the sale of Ashland & Roosevelt for the six months ended June 30, 2024.

During the six months ended June 30, 2024, we recognized a $2.3 million gain on sale of unconsolidated property related to our share of the gain on the sale of Glendale Center Apartments.

No such gain was recorded during the six months ended June 30, 2025.

Other income, net decreased $3.4 million primarily due to a decrease in interest income earned during the six months ended June 30, 2025 compared to the prior year.

Net Operating Income and Same Property Net Operating Income

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

Same Property NOI for all periods presented includes 52% of the NOI from the three previously wholly owned properties that were contributed to the GIC Portfolio Joint Venture in June 2025.

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

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

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

For the three and six months ended June 30, 2025, the Same Property Pool excludes the following:

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

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

• our active development at One Loudoun Expansion;

• our active development project at One Loudoun Expansion;

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

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

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

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

Three Months Ended March 31,

2025 2024 Change

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

The following table presents Same Property NOI and a reconciliation to net income (loss) attributable to common shareholders for the three and six months ended June 30, 2025 and 2024 (dollars in thousands) :

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

2025 2024 Change 2025 2024 Change

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

175 175 175 175

Leased percentage at period end 93.2 % 94.8 % 93.2 % 94.8 %

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Same Property NOI (3)

$ 144,104 $ 139,512 3.3 % $ 287,903 $ 279,038 3.2 %

Reconciliation of Same Property NOI to most

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Net operating income – non-same activity (4)

12,906 14,413 32,857 27,396

Total property NOI 157,010 153,925 2.0 % 320,760 306,434 4.7 %

Other income, net 3,866 3,365

Other (expense) income, net (2,104) 7,441 1,762 10,806

General, administrative and other (13,390) (12,966) (25,648) (25,750)

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

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

2 unchanged sentences

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

Net income attributable to noncontrolling interests

Net income attributable to common shareholders

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)

(1) Same Property NOI excludes the following:

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

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

(iii) our active development project at One

Loudoun Expansion;

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

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

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

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

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

calculated as a weighted average based on the timing of cash rent commencement and expiration during the period.

(3) Same Property NOI for all periods presented includes 52% of the NOI from the three previously wholly owned properties that were contributed to the GIC Portfolio Joint Venture in June 2025.

(4) Includes non-cash activity across the portfolio as well as NOI from properties not included in the Same Property Pool, including properties sold during both periods.

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

Funds From Operations

Funds From Operations (“FFO”) is a widely used performance measure for real estate companies and is provided here as a supplemental measure of our operating performance.

Our Same Property NOI increased 3.3% for the three months ended June 30, 2025 compared to the same period of the prior year primarily due to contractual rent growth.

NAREIT Funds From Operations

NAREIT Funds From Operations (“FFO”) is a widely used performance measure for real estate companies and is provided here as a supplemental measure of our operating performance.

We calculate FFO, a non-GAAP financial measure, in accordance with the best practices described in the April 2002 National Policy Bulletin of the National Association of Real Estate Investment Trusts (“NAREIT”), as restated in 2018.

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

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

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

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

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

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

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

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

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

Three Months Ended March 31,

Net income $ 24,264 $ 14,436

Our calculations of FFO and reconciliation to net income (loss) and Core FFO for the three and six months ended June 30, 2025 and 2024 (unaudited) are as follows (dollars in thousands) :

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

2025 2024 2025 2024

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

net income attributable to noncontrolling interests in properties (81) (74) (151) (141)

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

impairment charges — 66,201 — 66,201

depreciation and amortization of consolidated and

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104,469 99,433 203,146 199,993

FFO of the Operating Partnership (1)

NAREIT FFO of the Operating Partnership (1)

113,965 117,487 236,745 230,327

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$ 111,499 $ 115,541 $ 231,816 $ 226,559

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

Reconciliation of FFO to Core FFO

FFO of the Operating Partnership (1)

FFO, as defined by NAREIT, per share of the

Operating Partnership – diluted

$ 0.51 $ 0.53 $ 1.05 $ 1.03

Reconciliation of NAREIT FFO to Core FFO (2)

NAREIT FFO of the Operating Partnership (1)

$ 113,965 $ 117,487 $ 236,745 $ 230,327

Amortization of deferred financing costs 1,751 987 3,395 1,916

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Core FFO per share of the Operating Partnership – diluted $ 0.50 $ 0.50 $ 1.03 $ 0.98

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

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

“FFO attributable to common shareholders” reflects a reduction for the redeemable noncontrolling weighted average diluted interest in the Operating Partnership.

(2) Includes the Company’s pro rata share from unconsolidated joint ventures.

Earnings before Interest, Taxes, Depreciation and Amortization (“EBITDA”)

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For informational purposes, we also provide Annualized Adjusted EBITDA, adjusted as described above.

We believe this supplemental information provides a meaningful measure of our operating performance.

We believe this supplemental information provides a meaningful measure of our operating

We believe presenting EBITDA and the related measures in this manner allows investors and other interested parties to form a more meaningful assessment of our operating results.

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Three Months Ended

March 31, 2025

June 30, 2025

Net income $ 112,599

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Noncontrolling interests (210)

Pro forma adjustments (1)

Adjusted EBITDA $ 149,952

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Net Debt to Adjusted EBITDA 5.1x

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

(1) Pro forma adjustments relate to current quarter GAAP operating income for the sale of Fullerton Metrocenter and the sale of a 48% interest in three previously wholly owned properties that were contributed to the newly formed GIC Portfolio Joint Venture in June 2025, as well as the Legacy West Joint Venture’s acquisition of Legacy West in April 2025, both of which joint ventures the Company owns a 52% noncontrolling interest.

(2) Represents Adjusted EBITDA for the three months ended June 30, 2025 (as shown in the table above) multiplied by four.

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

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

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

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

As of June 30, 2025, we had approximately $182.0 million in cash and cash equivalents on hand, $5.6 million in restricted cash and escrow deposits, and $1.1 billion of remaining availability under the $1.1 billion unsecured revolving credit facility (the “Revolving Facility”) compared to $80.0 million of debt maturities over the next 12 months.

During the six months ended June 30, 2025, we (i) 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 proceeds of which were used to repay the $150.0 million unsecured term loan that

was scheduled to mature on July 17, 2026 and borrowings on the Revolving Facility, 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 and (ii) repaid the $350.0 million principal balance of the 4.00% senior unsecured notes that matured on March 15, 2025 using proceeds from the Notes Due 2031.

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

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

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

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

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

As of June 30, 2025, we had $1.1 billion available under the Revolving Facility for future borrowings.

We also had $182.0 million in cash and cash equivalents as of June 30, 2025.

We were in compliance with all applicable financial covenants under the Revolving Facility, unsecured term loans and senior unsecured notes as of June 30, 2025.

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

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Near-Term Debt Maturities .

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

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

As of June 30, 2025, we have no secured debt, excluding scheduled monthly principal payments, and $80.0 million of unsecured debt scheduled to mature over the next 12 months.

We believe we have sufficient liquidity to repay this obligation through a combination of proceeds from the Notes Due 2032, cash flows generated from operations, capital markets transactions, and borrowings on the Revolving Facility.

Other Short-Term Liquidity Needs.

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Our short-term liquidity needs consist primarily of funds necessary to pay operating expenses associated with our operating properties, scheduled interest and principal payments on our debt of approximately $70.0 million and $2.6 million, respectively, for the remainder of 2025, expected dividend payments to our common shareholders and common unit holders, and recurring capital expenditures.

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

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

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

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

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

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

During the six months ended June 30, 2025, we incurred $15.5 million for recurring capital expenditures on operating properties and $53.6 million for tenant improvements and external leasing commissions, which includes costs to re-lease anchor space at our operating properties related to tenants open and operating as of June 30, 2025 (excluding development and redevelopment properties).

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

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

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

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

During the six months ended June 30, 2025, we completed major development construction activities at The Corner – IN and reclassified the property from active development into our operating portfolio in March 2025.

As of June 30, 2025, the retail and office portions of the expansion project at One Loudoun Downtown (the “One Loudoun Expansion”), our mixed-use lifestyle center in the Washington, D.C.

MSA, was under construction.

Our share of the total estimated costs for this project is approximately $81.0 million to $91.0 million, of which our share of the expected funding requirement is approximately $65.0 million to $75.0 million.

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

As of June 30, 2025, we have incurred $7.0 million of these costs.

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

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

As of March 31, 2025, the Company has not repurchased any shares under the Share Repurchase Program.

As of June 30, 2025, the Company has not repurchased any shares under the Share Repurchase Program.

Long-Term Liquidity Needs

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Commitments under Ground Leases.

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

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

We are obligated under 12 ground leases for approximately 98 acres of land as of June 30, 2025.

Most of these ground leases require fixed annual rent payments, and the expiration dates of the remaining initial

terms of these ground leases range from August 31, 2025 to 2092.

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

Capital Expenditures on Consolidated Properties

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

Three Months Ended

March 31, 2025

The following table summarizes cash capital expenditures for our development and redevelopment projects and other capital expenditures for the six months ended June 30, 2025 (in thousands) :

Six Months Ended

June 30, 2025

Active development and redevelopment projects $ 7,674

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

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

Debt Maturities

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

The following table summarizes the scheduled maturities and principal amortization of the Company’s indebtedness as of June 30, 2025, presented on a calendar year basis (in thousands) :

Principal Payments Term

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

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

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

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

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

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

These ratings did not change as of June 30, 2025.

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

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

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

As of June 30, 2025, we had cash, cash equivalents and restricted cash of $187.6 million.

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

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

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

Comparison of the Six Months Ended June 30, 2025 to the Six Months Ended June 30, 2024

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

Three Months Ended March 31,

Six Months Ended June 30,

2025 2024 Change

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Net cash (used in) provided by financing activities (330,641) 76,480 (407,121)

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

Increase in cash, cash equivalents and restricted cash 54,283 117,565 (63,282)

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

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

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

Cash provided by operating activities was $206.9 million for the six months ended June 30, 2025 and $195.7 million for the same period of 2024.

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

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

Cash provided by investing activities was $178.0 million for the six months ended June 30, 2025 compared to cash used in investing activities of $154.6 million for the same period of 2024.

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

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

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

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

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

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

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

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

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

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

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

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

• We invested $253.9 million in the Legacy West unconsolidated joint venture during the six months ended June 30, 2025;

• We received net proceeds of $232.5 million from the sale of Stoney Creek Commons and Fullerton Metrocenter and the contribution of three previously wholly owned properties to the GIC Portfolio Joint Venture during the six months ended June 30, 2025 compared to net proceeds of $34.7 million from the sale of Ashland and Roosevelt and four parcels of land during the six months ended June 30, 2024;

• We acquired Village Commons for $67.9 million during the six months ended June 30, 2025.

We did not acquire any properties during the six months ended June 30, 2024;

• Capital expenditures increased by $13.4 million primarily related to the timing of capital projects;

• We received distributions totaling $2.8 million from unconsolidated joint ventures during the six months ended June 30, 2025.

During the six months ended June 30, 2024, we received a $1.6 million distribution upon the joint venture’s disposition of Glendale Center Apartments, of which we own an 11.5% interest, to a third party;

• We contributed $2.2 million to an unconsolidated joint venture during the six months ended June 30, 2025 related to our share of a developer fee and debt service on the construction loan at The Corner – IN, of which we own a 50% interest.

Cash used in financing activities was $330.6 million for the six months ended June 30, 2025 compared to cash provided by financing activities of $76.5 million for the same period of 2024.

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

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

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

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

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

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

• We borrowed $398.0 million on the Revolving Facility and received proceeds of $298.5 million from the Notes Due 2032 during the six months ended June 30, 2025 compared to the receipt of $345.3 million of proceeds from the Notes Due 2034 and borrowings of $40.0 million on the Revolving Facility during the six months ended June 30, 2024;

• We repaid the following during the six months ended June 30, 2025:

(i) $398.0 million of borrowings on the Revolving Facility, (ii) $350.0 million principal balance of the 4.00% senior unsecured notes that matured on March 15, 2025, (iii) $150.0 million unsecured term loan that was scheduled to mature on July 17, 2026, and (iv) $2.6 million of mortgages payable compared to the following repayments during the six months ended June 30, 2024:

(i) $149.6 million principal balance of the 4.58% senior unsecured notes that matured on June 30, 2024, (ii) $40.0 million of borrowings on the Revolving Facility, and (iii) $2.6 million of mortgages payable;

• We made distributions to common shareholders and holders of common partnership interests in the Operating Partnership of $122.4 million during the six months ended June 30, 2025 compared to distributions of $111.5 million during the six months ended June 30, 2024.

Critical Accounting Estimates

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

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

There were no changes made by management to the critical accounting policies in the three months ended June 30, 2025.

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

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis