What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-10-30 compared with 2025-07-31 · 166 added, 144 removed, 417 unchanged (43% of the section changed)

8 unchanged sentences

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

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

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

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

3 unchanged sentences

• the competitive environment in which we operate, including potential oversupplies of, or a reduction in demand for, rental space;

• acquisition, disposition, development and joint venture risks;

• acquisition, disposition, development and joint venture risks, including the ability to complete acquisitions and dispositions on the terms and timing anticipated;

• property ownership and management risks, including the relative illiquidity of real estate investments, and expenses, vacancies or the inability to rent space on favorable terms or at all;

20 unchanged sentences

Therefore, our operating results depend materially on, among other things, the ability of our tenants to make required lease payments, the health and resilience of the U.S.

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

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.

retail sector, particularly in light of increased tariffs in 2025, interest rate volatility, job growth, the real estate market, and overall economic conditions.

As of September 30, 2025, we own interests in 178 operating retail/mixed-used properties, including 170 wholly owned shopping centers and eight shopping centers owned through four unconsolidated joint ventures, totaling approximately 29.3 million square feet, excluding (i) one operating retail property classified as held for sale as of September 30, 2025, (ii) Eastgate Crossing, a 152,682 square foot multi-tenant retail property in the Durham-Chapel Hill MSA that was reclassified from our operating portfolio in September 2025 due to significant disruption caused by severe flooding as a result of Tropical Storm Chantal, and (iii) two standalone office properties with 0.4 million square feet.

Of the 178 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.

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

Inflation and Tariffs

6 unchanged sentences

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

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

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

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

However, the stated rent increases or limits on such tenant’s obligation to pay its share of

operating expenses could be lower than the increase in inflation at any given time.

Inflation may also increase labor or other general and administrative expenses, which cannot be easily reduced.

2 unchanged sentences

Operating Activity

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).

During the third quarter of 2025, we executed new and renewal leases on 167 individual spaces totaling 1,229,944 square feet (12.2% cash leasing spread on 129 comparable leases).

New leases were signed on 43 individual spaces for 275,001 square feet of gross leasable area (“GLA”) (26.1% cash leasing spread on 24 comparable leases), while non-option renewal leases were signed on 70 individual spaces for 306,526 square feet of GLA (12.9% cash leasing spread on 51 comparable leases) and option renewals were signed on 54 individual spaces for 648,417 square feet of GLA (7.8% cash leasing spread).

6 unchanged sentences

Results of Operations

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.

The comparability of results of operations for the three and nine months ended September 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:

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

Property Name MSA Acquisition Date Retail GLA

6 unchanged sentences

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

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

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

Property Name MSA Disposition Date GLA

8 unchanged sentences

Lucie, FL June 27, 2025 397,199

Humblewood Shopping Center Houston July 21, 2025 85,682

(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.

Subsequent to September 30, 2025, we sold DePauw University Bookstore and Café, an 11,974 square foot retail property in the Indianapolis MSA.

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

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

Development and Redevelopment Projects

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

Project Name MSA Transition to

20 unchanged sentences

(“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 June 30, 2025).

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

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

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

(4) In January 2022, we sold approximately half of the Hamilton Crossing site to Republic Airways Inc.

and in August 2025, we sold an additional 36,895 square feet to Republic Airways.

In addition to the sale, the Company entered into a development and construction management agreement for the development of a corporate campus for Republic Airways.

4 unchanged sentences

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 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,

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

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

Three Months Ended September 30,

2025 2024 Change

12 unchanged sentences

Income tax expense of taxable REIT subsidiaries (106) (35) (71)

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

Gain on sales of operating properties, net 5,742 602 5,140

Net gains from outlot sales 6,096 — 6,096

Equity in loss of unconsolidated subsidiaries (4,619) (607) (4,012)

Other income, net 1,656 4,371 (2,715)

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

Net (loss) income (16,410) 17,053 (33,463)

Net loss (income) attributable to noncontrolling interests 203 (324) 527

Net (loss) income attributable to common shareholders $ (16,207) $ 16,729 $ (32,936)

Property operating expense to total revenue ratio 13.9 % 13.4 %

Rental income (including tenant reimbursements) increased $5.3 million, or 2.6%, due to the following (in thousands) :

Rental income (including tenant reimbursements) decreased $2.7 million, or 1.3%, due to the following (in thousands) :

Three Months Ended

June 30, 2024 to 2025

September 30, 2024 to 2025

Properties or components of properties sold or held for sale during 2024 and/or 2025 $ (8,010)

2 unchanged sentences

Total $ (2,741)

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 $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 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.

The net increase of $3.3 million in rental income for properties that were fully operational during 2024 and 2025 is primarily due to increases in base minimum rent of $3.1 million due to contractual rent changes and tenant reimbursements of $1.4 million due to higher recoverable common area maintenance expenses.

These variances were partially offset by a decrease in lease termination income of $0.8 million and an increase in bad debt expense of $0.4 million.

The occupancy of the fully operational properties decreased from 91.7% for the three months ended September 30, 2024 to 90.5% for the three months ended September 30, 2025.

Other property-related revenue primarily consists of parking revenues and other miscellaneous activity.

This revenue decreased by $0.3 million primarily as a result of the receipt of $0.3 million of insurance proceeds during the three months ended September 30, 2024 related to a hail storm at one of our properties in the Waco, TX MSA.

We recorded fee income of $1.3 million and $0.5 million during the three months ended September 30, 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 due to property management fees earned during the three months ended September 30, 2025 from properties in our unconsolidated joint ventures.

Property operating expenses increased $0.8 million, or 2.8%, due to the following (in thousands) :

Three Months Ended

June 30, 2024 to 2025

September 30, 2024 to 2025

Properties or components of properties sold or held for sale during 2024 and/or 2025 $ (1,131)

2 unchanged sentences

The net increase of $1.6 million in property operating expenses for properties that were fully operational during 2024 and 2025 is primarily due to increases in the following:

(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.

(i) landscaping and repairs and maintenance expenses of $1.3 million, (ii) non-recoverable operating expenses of $1.0 million, and (iii) security expenses of $0.1 million, partially offset by a $1.0 million decrease in insurance expenses.

As a percentage of revenue, property operating expenses increased from 13.4% to 13.9% due to a decrease in revenue in 2025.

Real estate taxes increased $0.5 million, or 1.8%, due to the following (in thousands) :

Three Months Ended

June 30, 2024 to 2025

September 30, 2024 to 2025

Properties or components of properties sold or held for sale during 2024 and/or 2025 $ (945)

1 unchanged sentence

Properties fully operational during 2024 and 2025 and other 816

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.

The net increase of $0.8 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 higher real estate tax professional fees.

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 (loss).

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.

General, administrative and other expenses increased $0.9 million, or 7.0%, primarily due to higher costs incurred related to travel and an increase in payroll-related benefits in 2025.

Depreciation and amortization expense decreased $7.3 million, or 7.5%, due to the following (in thousands) :

Three Months Ended

June 30, 2024 to 2025

September 30, 2024 to 2025

Properties or components of properties sold or held for sale during 2024 and/or 2025 $ (3,824)

2 unchanged sentences

Total $ (7,286)

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,

The net decrease of $3.5 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 the results of our evaluations for impairment during the three months ended September 30, 2025 (see Note 4 to the accompanying consolidated financial statements), we recorded $39.3 million of impairment charges, of which $17.0 million related to City Center, a retail operating property in the New York MSA, and $22.3 million related to the Carillon medical office building and retail portion of the property located in the Washington, D.C.

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

Interest expense increased $1.5 million, or 4.8%, primarily due to interest incurred on the $300.0 million in aggregate principal amount of 5.20% senior unsecured notes due 2032 (the “Notes Due 2032”) issued in June 2025, 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 $5.7 million for the three months ended September 30, 2025 primarily on the sale of Humblewood Shopping Center compared to a net gain on sales of operating properties of $0.6 million for the three months ended September 30, 2024 as a result of the receipt of an escrow related to the disposition of Reisterstown Road Plaza that previously closed on September 11, 2023.

We recorded a net gain from outlot sales of $6.1 million for the three months ended September 30, 2025 primarily on the sale of land at Lakewood Towne Center in the Seattle MSA.

We did not sell any land parcels during the three months ended September 30, 2024.

Equity in loss of unconsolidated joint ventures increased $4.0 million primarily due to the April 2025 acquisition of 52% of Legacy West in a joint venture with GIC along with the contribution of three previously wholly owned properties to a second joint venture with GIC in June 2025, of which we own 52%.

Other income, net decreased $2.7 million, or 62.1%, primarily due to a decrease in interest income earned during the three months ended September 30, 2025 compared to the prior year.

Comparison of Operating Results for the Nine Months Ended September 30, 2025 to the Nine Months Ended September 30, 2024

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

Nine Months Ended September 30,

2025 2024 Change

13 unchanged sentences

Gain (loss) on sales of operating properties, net 108,855 (864) 109,719

Net gains from outlot sales 6,096 1,858 4,238

Equity in loss of unconsolidated subsidiaries (8,464) (1,201) (7,263)

6 unchanged sentences

Rental income (including tenant reimbursements) increased $16.0 million, or 2.6%, due to the following (in thousands) :

Six Months Ended

June 30, 2024 to 2025

Nine Months Ended

September 30, 2024 to 2025

Properties or components of properties sold or held for sale during 2024 and/or 2025 $ (8,443)

5 unchanged sentences

These variances were partially offset by an increase in bad debt expense of $2.0 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.

Other property-related revenue primarily consists of parking revenues and other miscellaneous activity.

This revenue increased by $0.6 million primarily as a result of the receipt of $0.7 million of insurance proceeds during the nine months ended September 30, 2025 related to a hail storm at one of our properties in the Dallas/Ft.

We recorded fee income of $2.6 million and $4.2 million during the nine months ended September 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 nine months ended September 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 $2.8 million, or 3.4%, due to the following (in thousands) :

Six Months Ended

June 30, 2024 to 2025

Nine Months Ended

September 30, 2024 to 2025

Properties or components of properties sold or held for sale during 2024 and/or 2025 $ (1,019)

3 unchanged sentences

The net increase of $3.0 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%.

(i) snow removal expenses of $0.8 million, (ii) landscaping and parking lot expenses of $0.8 million, (iii) repairs and maintenance expenses of $0.3 million, (iv) administrative expenses of $0.3 million, and (v) utilities of $0.2 million, partially offset by a $0.3 million decrease in insurance expense.

As a percentage of revenue, property operating expenses increased from 13.5% to 13.6% due to an increase in expenses in 2025.

Real estate taxes increased $1.8 million, or 2.4%, due to the following (in thousands) :

Six Months Ended

June 30, 2024 to 2025

Nine Months Ended

September 30, 2024 to 2025

Properties or components of properties sold or held for sale during 2024 and/or 2025 $ (1,412)

2 unchanged sentences

Total $ 1,843

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.

The net increase of $1.9 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 nine months ended September 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.

General, administrative and other expenses increased $0.8 million, or 2.1%, primarily due to an increase in payroll expenses, partially offset by lower corporate communication expenses and franchise taxes in 2025.

Depreciation and amortization expense decreased $10.8 million, or 3.7%, due to the following (in thousands) :

Six Months Ended

June 30, 2024 to 2025

Nine Months Ended

September 30, 2024 to 2025

Properties or components of properties sold or held for sale during 2024 and/or 2025 $ (9,282)

2 unchanged sentences

Total $ (10,838)

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.

The net decrease of $2.6 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 the results of our evaluations for impairment (see Note 4 to the accompanying consolidated financial statements), we recorded $39.3 million of impairment charges during the nine months ended September 30, 2025, of which $17.0 million related to City Center, a retail operating property in the New York MSA, and $22.3 million related to the Carillon medical office building and retail portion of the property located in the Washington, D.C.

Based on a reduction in the expected future hold period, we recorded a $66.2 million impairment charge during the nine months ended September 30, 2024 related to City Center.

Interest expense increased $7.2 million, or 7.7%, 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 the Notes Due 2032, 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 $108.9 million for the nine months ended September 30, 2025 on the sales of Stoney Creek Commons, Fullerton Metrocenter, and Humblewood Shopping Center 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 $0.9 million for the nine months ended September 30, 2024 primarily on the sale of Ashland & Roosevelt, which loss was offset by the receipt of a $0.6 million escrow related to the sale of Reisterstown Road Plaza that previously closed on September 11, 2023.

We recorded a net gain from outlot sales of $6.1 million for the nine months ended September 30, 2025 primarily on the sale of land at Lakewood Towne Center in the Seattle MSA compared to a net gain from outlot sales of $1.9 million recorded during the nine months ended September 30, 2024 primarily on the sale of two outparcels at two properties.

Equity in loss of unconsolidated joint ventures increased $7.3 million primarily due to the April 2025 acquisition of 52% of Legacy West in a joint venture with GIC along with the contribution of three previously wholly owned properties to a second joint venture with GIC in June 2025, of which we own 52%.

During the nine months ended September 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 nine months ended September 30, 2025.

Other income, net decreased $6.1 million, or 49.6%, primarily due to a decrease in interest income earned during the nine months ended September 30, 2025 compared to the prior year.

Net Operating Income and Same Property Net Operating Income

We use property net operating income (“NOI”), a non-GAAP financial measure, to evaluate the performance of our properties.

We use net operating income (“NOI”), a non-GAAP financial measure, to evaluate the performance of our properties.

We also use total property NOI, which is defined as NOI plus net gains from outlot sales.

We define NOI as income from our real estate, including lease termination fees received from tenants, less our property operating expenses.

15 unchanged sentences

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

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

For the three and nine months ended September 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;

• Eastgate Crossing, which was reclassified from our operating portfolio in September 2025 due to significant disruption caused by severe flooding as a result of Tropical Storm Chantal;

• our active development project at One Loudoun Expansion;

2 unchanged sentences

• 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,

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

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

2025 2024 Change 2025 2024 Change

12 unchanged sentences

5,429 12,713 40,929 40,783

Net gains from outlot sales 6,096 — 6,096 1,858

Total property NOI 155,646 153,822 1.2 % 476,406 460,256 3.5 %

6 unchanged sentences

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

Net (income) loss attributable to noncontrolling interests

Net loss (income) attributable to noncontrolling interests

203 (324) (2,612) 61

Net income (loss) attributable to common shareholders

Net (loss) income attributable to common shareholders

$ (16,207) $ 16,729 $ 117,841 $ (17,753)

2 unchanged sentences

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

(iii) our active development project at One

Loudoun Expansion;

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

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

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

(iii) Eastgate Crossing, which was reclassified from our operating portfolio in September 2025 due to significant disruption caused by severe flooding as a result of Tropical Storm Chantal;

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

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

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

and (vii) 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;

2 unchanged sentences

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

Our Same Property NOI increased 2.1% for the three months ended September 30, 2025 compared to the same period of the prior year primarily due to contractual rent growth.

NAREIT Funds From Operations

10 unchanged sentences

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 (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,

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

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

2025 2024 2025 2024

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

Net (loss) income $ (16,410) $ 17,053 $ 120,453 $ (17,814)

net income attributable to noncontrolling interests in properties (82) (63) (233) (204)

34 unchanged sentences

Considering the nature of our business as a real estate owner and operator, we believe that EBITDA, Adjusted EBITDA, and the ratio of Net Debt to Adjusted EBITDA are helpful to investors in measuring our operational performance because they exclude 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.

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

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 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.

1 unchanged sentence

Three Months Ended

June 30, 2025

Net income $ 112,599

September 30, 2025

Net loss $ (16,410)

Depreciation and amortization 89,370

3 unchanged sentences

Unconsolidated EBITDA, as adjusted 10,203

Impairment charges 39,305

Gain on sales of operating properties, net (5,742)

1 unchanged sentence

Noncontrolling interests (212)

Pro forma adjustments (1)

Adjusted EBITDA $ 152,745

6 unchanged sentences

Company’s consolidated debt and share of unconsolidated debt 3,137,187

cash, cash equivalents and restricted cash (201,796)

cash and cash equivalents (68,743)

restricted cash and escrow deposits (23,511)

Company share of unconsolidated joint venture cash and cash equivalents (13,736)

Company share of Net Debt $ 3,031,197

Net Debt to Adjusted EBITDA 5.0x

(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.

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

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

3 unchanged sentences

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 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.

As of September 30, 2025, we had approximately $68.7 million in cash and cash equivalents on hand, $23.5 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 $100.0 million of debt maturities over the next 12 months.

During the nine months ended September 30, 2025, we (i) completed a public offering of 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, borrowings on the Revolving Facility, and the $80.0 million principal balance of the 4.47% senior unsecured notes that matured 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.

7 unchanged sentences

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

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.

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

We also had $68.7 million in cash and cash equivalents as of September 30, 2025.

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

5 unchanged sentences

The sale price may differ from our carrying value at the time of sale.

Our current disposition pipeline totals approximately $500 million of non-core assets across various stages of execution.

We intend to complete the majority of these dispositions by the end of 2025.

However, there is no assurance that these dispositions will be completed on the terms or timing anticipated, or at all.

We expect to use the net proceeds from these dispositions towards a combination of share repurchases, acquisitions completed via Code Section 1031 tax-deferred exchanges, special dividends, and debt reduction.

Our Principal Liquidity Needs

1 unchanged sentence

Near-Term Debt Maturities .

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.

As of September 30, 2025, we have no secured debt, excluding scheduled monthly principal payments, and $100.0 million of unsecured debt scheduled to mature over the next 12 months.

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

Other Short-Term Liquidity Needs.

1 unchanged sentence

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

Our short-term liquidity needs consist primarily of funds necessary to pay operating expenses associated with our operating properties, scheduled interest and principal payments on our debt of approximately $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 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.

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 $35.0 million and $1.3 million, respectively, for the remainder of 2025, expected dividend payments to our common shareholders and common unit holders, and recurring capital expenditures.

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

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

1 unchanged sentence

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

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).

During the nine months ended September 30, 2025, we incurred $23.1 million for recurring capital expenditures on operating properties and $68.3 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 September 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 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.

During the nine months ended September 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 September 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 June 30, 2025, we have incurred $7.0 million of these costs.

As of September 30, 2025, we have incurred $12.0 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.

4 unchanged sentences

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

During the three months ended September 30, 2025, the Company repurchased 3.1 million common shares at an average price per share of $22.36 for a total of $70.0 million.

As of September 30, 2025, $230.0 million remained available for repurchases of common shares under the Company’s Share Repurchase Program.

Subsequent to September 30, 2025, the Company repurchased 0.2 million common shares at an average price per share of $22.28 for a total of $5.0 million.

As of October 30, 2025, $225.0 million remained available for repurchases of common shares under the Company’s Share Repurchase Program.

Long-Term Liquidity Needs

10 unchanged sentences

Commitments under Ground Leases.

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.

We are obligated under 12 ground leases for approximately 98 acres of land as of September 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 2028 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 six months ended June 30, 2025 (in thousands) :

Six Months Ended

June 30, 2025

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

Nine Months Ended

September 30, 2025

Active development and redevelopment projects $ 14,192

2 unchanged sentences

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 six months ended June 30, 2025.

Debt Maturities

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) :

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

Principal Payments Term

8 unchanged sentences

Debt discounts, premiums and issuance costs, net (2,714)

Total $ 3,022,496

Mortgage and other indebtedness, net $ 2,941,548

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.

3 unchanged sentences

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

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

These ratings did not change as of September 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 June 30, 2025, we had cash, cash equivalents and restricted cash of $187.6 million.

As of September 30, 2025, we had cash, cash equivalents and restricted cash of $92.3 million.

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

3 unchanged sentences

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

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

Comparison of the Nine Months Ended September 30, 2025 to the Nine Months Ended September 30, 2024

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

Six Months Ended June 30,

Nine Months Ended September 30,

2025 2024 Change

2 unchanged sentences

Net cash (used in) provided by financing activities (543,962) 243,238 (787,200)

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

(Decrease) increase in cash, cash equivalents and restricted cash (41,073) 81,828 (122,901)

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

Cash, cash equivalents and restricted cash, at end of period $ 92,479 $ 123,258

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.

Cash provided by operating activities was $323.1 million for the nine months ended September 30, 2025 and $308.0 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 $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.

Cash provided by investing activities was $179.8 million for the nine months ended September 30, 2025 compared to cash used in investing activities of $469.5 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 that matured 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 six months ended June 30, 2024 and received $145.0 million upon maturity of the certificate of deposit that matured in June 2024;

• 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;

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

• We received $350.0 million in principal upon maturity of the short-term certificates of deposit that matured in February 2025;

• We received net proceeds of $264.1 million from the sale of Stoney Creek Commons, Fullerton Metrocenter, Humblewood Shopping Center, a portion of Hamilton Crossing Centre and a land parcel at Lakewood Towne Center along with the contribution of three previously wholly owned properties to the GIC Portfolio Joint Venture during the nine months ended September 30, 2025 compared to net proceeds of $37.2 million from the sale of Ashland and Roosevelt, five parcels of land, and the receipt of an escrow related to the disposition of Reisterstown Road Plaza during the nine months ended September 30, 2024;

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

• We acquired Village Commons for $67.9 million during the nine months ended September 30, 2025 compared to the acquisition of Parkside West Cobb for $39.6 million during the nine months ended September 30, 2024;

• Capital expenditures increased by $7.2 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.

• We received distributions totaling $3.7 million from unconsolidated joint ventures during the nine months ended September 30, 2025.

During the nine months ended September 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 nine months ended September 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.

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

Cash used in financing activities was $544.0 million for the nine months ended September 30, 2025 compared to cash provided by financing activities of $243.2 million for the same period of 2024.

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

• 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.

• We borrowed $398.0 million on the Revolving Facility and received proceeds of $298.5 million from the Notes Due 2032 during the nine months ended September 30, 2025 compared to the receipt of $693.0 million in total proceeds from the Notes Due 2034 and the Notes Due 2031 and borrowings of $40.0 million on the Revolving Facility during the nine months ended September 30, 2024;

• We repaid the following during the nine months ended September 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, (iv) $80.0 million principal balance of the 4.47% senior unsecured notes that matured on September 10, 2025, and (v) $3.9 million of mortgages payable compared to the following repayments during the nine months ended September 30, 2024:

(i) $149.6 million principal balance of the 4.58% senior unsecured notes that matured on June 30, 2024, (ii) $120.0 million unsecured term loan that matured on July 17, 2024, (iii) $40.0 million of borrowings on the Revolving Facility, and (iv) $3.9 million of mortgages payable;

• We made distributions to common shareholders and holders of common partnership interests in the Operating Partnership of $183.1 million during the nine months ended September 30, 2025 compared to distributions of $167.4 million during the nine months ended September 30, 2024;

• We paid $70.0 million during the nine months ended September 30, 2025 to repurchase common shares through our Share Repurchase Program.

Critical Accounting Estimates

1 unchanged sentence

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 June 30, 2025.

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