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Item 7. Management’s Discussion and Analysis

2026-02-17 compared with 2025-02-12 · 226 added, 185 removed, 390 unchanged (51% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the accompanying audited consolidated financial statements and related notes thereto and Item 1A.

“Risk Factors” appearing elsewhere in this Annual Report on Form 10-K.

In this discussion, unless the context suggests otherwise, references to “our Company,” “we,” “us,” and “our” mean Kite Realty Group Trust and its direct and indirect subsidiaries, including Kite Realty Group, L.P.

The following discussion should be read in conjunction with the accompanying audited consolidated financial statements and related notes thereto and Item 1A, “Risk Factors,” appearing elsewhere in this Annual Report on Form 10-K.

In this discussion, unless the context suggests otherwise, the terms “the Company,” “we,” “us,” and “our” refer to Kite Realty Group Trust and its direct and indirect subsidiaries, including Kite Realty Group, L.P.

In the following overview, we discuss, among other things, the status of our business and properties, the effect that current U.S.

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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 December 31, 2024, we own interests in 179 operating retail properties totaling approximately 27.7 million square feet, excluding one operating retail property classified as held for sale as of December 31, 2024, and two office properties with 0.4 million square feet.

Of the 179 operating retail properties, 10 contain an office component.

We also own interests in two development projects under construction as of December 31, 2024 and an additional two properties with future redevelopment opportunities.

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 certain leases.

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

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 December 31, 2025, we own interests in a portfolio of 167 operating retail/mixed-use properties, including 159 wholly owned properties and eight properties owned through four unconsolidated joint ventures, totaling approximately 26.9 million square feet, excluding (i) two operating retail properties classified as held for sale as of December 31, 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 167 operating retail/mixed-use properties, 10 contain an office component.

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

Inflation and Tariffs

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

Although inflation has moderated significantly from peak levels experienced during 2022, inflation may increase in the future as a result of multiple factors, including the tariffs implemented by the U.S.

government in 2025 on imported goods from specific countries.

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

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

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

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.

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

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

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

Portfolio Update

Over the past two years, demand for open-air retail real estate has been strong due to the limited availability of desirable retail space and limited new construction over the previous 15 years.

As a result, in 2024 we experienced our highest annual leasing activity in the Company’s history with approximately 5.0 million square feet of leasing volume.

As a result, in 2024, we experienced our highest annual leasing activity in the Company’s history with approximately 5.0 million square feet of leasing volume, and in 2025, we leased approximately 4.6 million square feet at 13.8% comparable blended cash leasing spreads.

Open-air centers are thriving for a variety of reasons, including their ability to function as last-mile fulfillment centers and their convenient and affordable nature for retailers and consumers.

This includes conveniently located and easily accessible parking fields, lower operating costs as compared to other retail formats, and essential anchors that drive daily trips.

Their appeal includes conveniently located and easily accessible parking fields, lower operating expenses as compared to other retail formats, and essential anchors that drive daily trips.

In addition, the Company’s property types are particularly suited for retailers’ current and evolving needs, including curbside pick-up and buying online and picking up in store (“BOPIS”), which we believe will benefit from tenant demand for additional space.

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We also focus on locations that are benefiting from current population migratory patterns, namely major cities in business-friendly states with no or relatively low income taxes and mild or temperate climates.

In our largest sub-markets, household incomes are significantly higher, and state income taxes are relatively lower than the medians for the broader markets.

In addition to targeting sub-markets with strong consumer demographics, we focus on having the most desirable tenant mix at each shopping center.

We have aggressively targeted and executed leases with prominent grocers, including Lidl, Aldi, Whole Foods, Trader Joe’s, Sprouts Farmers Market, and BJ’s Wholesale Club, expanding retailers such as Nordstrom Rack, Homesense, Ross Dress for Less, Burlington, Sierra, J.Crew Factory, and pOpshelf, service and restaurant retailers, and other retailers such as Ulta Beauty, REI, Five Below, L.L.Bean, and Total Wine & More.

In our largest submarkets, household incomes are significantly higher and state income taxes are relatively lower than the medians for the broader markets.

In addition to targeting submarkets with strong consumer demographics, we focus on having the most desirable tenant mix at each shopping center.

We have aggressively targeted and executed leases with prominent grocers, including Lidl, Aldi, Whole Foods, Trader Joe’s, Sprouts Farmers Market, and BJ’s Wholesale Club;

expanding retailers such as Nordstrom Rack, Homesense, Ross Dress for Less, Burlington, Sierra, J.Crew Factory, and Boot Barn;

service and restaurant retailers;

and other retailers such as Ulta Beauty, Barnes & Noble, REI, Five Below, L.L.Bean, and Total Wine & More.

Additionally, we have identified cost-efficient ways to relocate, re-tenant, and renegotiate leases at several of our properties, which allows us to attract more suitable tenants.

As part of our portfolio management, in 2025, we began disposing of select properties and land parcels that were no longer core components of our growth strategy and sold a total of $621.7 million of larger-format and other non-core assets.

These dispositions have reduced our exposure to at-risk tenants and have elevated the overall quality of our portfolio.

We are exploring opportunities to improve the portfolio by identifying and executing additional dispositions of non-core and/or larger-format assets in 2026.

We expect to use the net proceeds from these dispositions towards a combination of acquisitions completed via 1031 Exchange, debt reduction, share repurchases, and/or special dividends.

In order to allow for additional share repurchases, in February 2026, our Board of Trustees authorized a $300.0 million increase to the size of our Share Repurchase Program, authorizing share repurchases up to a maximum of $600.0 million of our common shares.

Capital and Financing Activities

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We ended 2025 with approximately $1.0 billion of combined cash and borrowing capacity on the Revolving Facility.

In addition, as of December 31, 2024, we had $430.0 million of debt principal scheduled to mature through December 31, 2025, which we expect will be satisfied through a combination of proceeds from the Notes Due 2031 that were issued in August 2024, cash flows generated from operations, capital markets transactions, and borrowings on the Revolving Facility.

The three investment-grade credit ratings we maintain provide us with access to the unsecured public bond market, which we may continue to use in the future to finance acquisitions, repay maturing debt, and fix interest rates.

In addition, as of December 31, 2025, we had $410.6 million of debt principal scheduled to mature through December 31, 2026, which we expect will be satisfied through a combination of cash flows generated from operations, capital markets transactions, and borrowings on the Revolving Facility.

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

As of December 31, 2024, we own interests in 179 operating retail properties, excluding one operating retail property classified as held for sale as of December 31, 2024, two office properties, two development projects that are currently under construction, and two additional properties with future redevelopment opportunities.

As of December 31, 2025, we own interests in a portfolio of 167 operating retail/mixed-use properties, excluding two operating retail properties classified as held for sale as of December 31, 2025 and 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.

We also own interests in two standalone office properties, one development project that is currently under construction, and two additional properties with future redevelopment opportunities.

The following table sets forth the total operating properties and development projects we own as of December 31, 2025, 2024 and 2023:

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2025 2024 2023

Operating retail properties (1)

Office properties 2 1 1

Operating retail/mixed-use properties (1)

Standalone office properties 2 2 1

Active development and redevelopment projects 1 2 2

Future development and redevelopment opportunities 2 2 2

(1) Included within operating retail properties are 10, 10, and 11 properties that contain an office component as of December 31, 2024, 2023 and 2022, respectively.

The comparability of results of operations for the year ended December 31, 2024 is affected by our development, redevelopment, and operating property acquisition and disposition activities between 2022 through 2024.

(1) Included within the operating retail/mixed-use properties are 10 properties that contain an office component as of December 31, 2025, 2024 and 2023.

Our development, redevelopment, and operating property acquisition and disposition activities between 2023 and 2025 affect the comparability of our results of operations for the year ended December 31, 2025.

Therefore, we believe it is most useful to review the comparisons of our results of operations for these years (as set forth below under “Comparison of Operating Results for the Years Ended December 31, 2025 and 2024”) in conjunction with the discussion of our activities during those periods, which is set forth below.

The following operating properties were acquired during the years ended December 31, 2025, 2024 and 2023:

Property Name MSA Acquisition Date GLA

Pebble Marketplace Las Vegas February 16, 2022 85,796

MacArthur Crossing two-tenant building Dallas/Ft.

Worth April 13, 2022 56,077

Palms Plaza Miami July 15, 2022 68,976

Property Name MSA Acquisition Date Retail GLA

Prestonwood Place Dallas/Ft.

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Parkside West Cobb Atlanta August 30, 2024 141,627

Village Commons Miami January 15, 2025 170,976

Legacy West (1)

Worth April 28, 2025 342,011

(1) We acquired a 52% interest in Legacy West in a joint venture 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 and other properties were sold during the years ended December 31, 2025, 2024 and 2023:

Property Name MSA Disposition Date GLA

Plaza Del Lago (1)

Chicago June 16, 2022 100,016

Lincoln Plaza – Lowe’s (2)

Worcester, MA October 27, 2022 —

Kingwood Commons Houston May 8, 2023 158,172

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Ashland & Roosevelt Chicago May 31, 2024 104,176

(1) Plaza Del Lago also contains 8,800 square feet of residential space composed of 18 multifamily rental units.

(2) We sold the ground lease interest in one tenant at an existing multi-tenant operating retail property.

The total number of properties in our portfolio was not affected by this transaction.

In addition, during the year ended December 31, 2024, the joint venture that owned Glendale Center Apartments, of which we have an 11.5% ownership interest, sold the 267-unit property to a third party.

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

Humblewood Shopping Center Houston July 21, 2025 85,682

DePauw University Bookstore and Café Indianapolis October 10, 2025 11,974

Paradise Valley Marketplace Phoenix November 20, 2025 80,951

Belle Isle Station Oklahoma City December 8, 2025 196,158

Central Texas Marketplace Waco December 8, 2025 429,653

International Speedway Square Daytona Beach December 8, 2025 240,251

Pavilion at King’s Grant Charlotte December 8, 2025 303,212

Peoria Crossing Phoenix December 8, 2025 238,004

Portofino Shopping Center Houston December 8, 2025 342,863

Shops at Park Place Dallas/Ft.

Worth December 8, 2025 137,605

Watauga Pavilion Dallas/Ft.

Worth December 8, 2025 205,643

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

In addition to the above dispositions, Coram Plaza, a 138,385 square foot multi-tenant retail property in the New York MSA, is classified as held for sale as of December 31, 2025.

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

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

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Active Projects

The Corner – IN (2)

Indianapolis December 2015 Pending 24,000

One Loudoun Expansion (2)

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Completed Projects

Eddy Street Commons – Phase III South Bend, IN September 2020 March 2022 18,600

Shoppes at Quarterfield Baltimore October 2021 June 2022 58,000

One Loudoun Downtown – Pads G&H

Washington, D.C.

October 2021 June 2022 —

Circle East Baltimore October 2021 September 2022 82,000

One Loudoun Downtown – Pads G&H

Washington, D.C.

October 2021 December 2022 67,000

The Landing at Tradition – Phase II Port St.

Lucie, FL September 2021 June 2023 39,900

Carillon MOB (5)

Carillon medical office building (5)

Washington, D.C.

October 2021 December 2024 125,277

The Corner – IN (6)

Indianapolis December 2015 March 2025 23,852

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

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

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

(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 December 31, 2025).

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

(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 includes the creation of a mixed-use development.

(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.

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

In addition, during the year ended December 31, 2024, the Company disposed of the first phase of a land parcel and the rights to develop 24 residential units at One Loudoun Expansion in the Washington, D.

(6) This property is included in the operating portfolio and is not included in the same property pool because it was reclassified from active development into our operating portfolio in March 2025.

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

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

Subsequent to December 31, 2025, the Company closed on the sale of the second phase of a land parcel and the rights to develop 14 residential units at the One Loudoun Expansion for a sales price of $3.7 million.

Comparison of Operating Results for the Years Ended December 31, 2025 and 2024

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Total expenses 701,239 729,588 (28,349)

(Loss) gain on sales of operating properties, net (864) 22,601 (23,465)

Operating income 111,390 152,241 (40,851)

Other (expense) income:

Interest expense (132,577) (125,691) (6,886)

Income tax expense of taxable REIT subsidiary (139) (533) 394

Income tax expense of taxable REIT subsidiaries (467) (139) (328)

Gain (loss) on sales of operating properties, net 291,962 (864) 292,826

Net gains from outlot sales 6,096 4,363 1,733

Loss on extinguishment of debt — (180) 180

Equity in (loss) earnings of unconsolidated subsidiaries (1,158) 33 (1,191)

Equity in loss of unconsolidated subsidiaries (11,650) (1,158) (10,492)

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

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Properties fully operational during 2024 and 2025 and other 14,628

Total $ 16,402

The net increase of $22.8 million in rental income for properties that were fully operational during 2023 and 2024 is primarily due to increases in the following:

(i) base minimum rent of $13.5 million due to changes via contractual rate increases and leasing spreads, (ii) tenant reimbursements of $11.1 million due to higher recoverable common area maintenance expenses, and (iii) ancillary income of $0.5 million.

These variances were partially offset by an increase in bad debt expense of $1.3 million and decreases in lease termination income of $0.6 million and overage rent of $0.4 million.

Total change in rental income $ 4,223

The net increase of $14.6 million in rental income for properties that were fully operational during 2024 and 2025 is primarily due to increases in (i) base minimum rent of $13.5 million due to contractual rent changes and an increase in leasing spreads and (ii) tenant reimbursements of $4.4 million due to higher recoverable common area maintenance expenses.

These variances were partially offset by an increase in bad debt expense of $2.0 million and decreases in overage rent of $0.8 million and lease termination income of $0.6 million.

The occupancy of the fully operational properties decreased from 91.8% for 2024 to 91.4% for 2025.

We continued to experience strong leasing volumes in 2025 and generate higher base rent on new leases and renewals.

The average base rents for new comparable leases signed in 2024 was $27.29 per square foot compared to average expiring base

rents of $20.69 per square foot in that period.

The average base rents for renewals signed in 2024 was $17.27 per square foot compared to average expiring base rents of $16.19 per square foot in that period.

The average base rent for new comparable leases signed in 2025 was $29.78 per square foot compared to the average expiring base rent of $23.96 per square foot in that period.

The average base rent for renewals signed in 2025 was $17.62 per square foot

compared to the average expiring base rent of $16.41 per square foot in that period.

For the entire portfolio, the spread between leased and occupied square footage is approximately 340 basis points and represents approximately $37.0 million of NOI, the majority of which is expected to come online in 2026.

In addition, the ABR per square foot of our operating retail portfolio continued to improve, as it increased to $22.63 per square foot as of December 31, 2025 from $21.15 per square foot as of December 31, 2024.

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

This revenue increased by $2.1 million primarily as a result of higher gains on sales of land of $2.7 million recognized during the year ended December 31, 2024, partially offset by decreases in miscellaneous income of $0.5 million and parking revenue of $0.1 million.

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

This revenue increased by $3.1 million primarily as a result of the receipt of $3.6 million during the year ended December 31, 2025 related to the air rights lease at Eddy Street Commons in the South Bend, IN MSA.

We recorded fee income of $4.2 million and $4.7 million during the years ended December 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 the development of a hotel on the Pan Am Plaza site during 2024, partially offset by a decrease in development fees earned related to the development of a corporate campus for Republic Airways at Hamilton Crossing Centre in 2024 due to the completion of Phase I of the corporate campus in 2023.

The decrease in fee income is primarily due to development fees earned during the year ended December 31, 2024 related to the development of a hotel on the Pan Am Plaza site that did not reoccur in 2025, partially offset by management fees earned during 2025 related to the Legacy West Joint Venture and the Seed Asset Joint Venture.

Property operating expenses increased $2.5 million, or 2.2%, due to the following (in thousands) :

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Properties fully operational during 2024 and 2025 and other 3,487

Total $ 5,643

Total change in property operating expenses $ 2,512

The net increase of $3.5 million in property operating expenses for properties that were fully operational during 2024 and 2025 is primarily due to increases in the following:

(i) $4.8 million in insurance expenses, (ii) $2.5 million in landscaping and repairs and maintenance expenses, (iii) $0.8 million in non-recoverable operating expenses, the majority of which relates to vacancies caused by retailer bankruptcies, and (iv) $0.3 million in security expenses.

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

(i) snow removal expenses of $1.0 million, (ii) landscaping and parking lot expenses of $0.5 million, (iii) non-recoverable operating expenses of $0.4 million, the majority of which relates to vacancies caused by retailer bankruptcies, (iv) utilities of $0.4 million, (v) administrative expenses of $0.4 million, and (vi) security expenses of $0.3 million.

As a percentage of revenue, property operating expenses increased from 13.6% to 13.8%, primarily due to an increase in expenses in 2025.

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Properties fully operational during 2024 and 2025 and other 2,415

Total $ 1,467

The net increase of $2.6 million in real estate taxes for properties that were fully operational during 2023 and 2024 is primarily due to higher real estate tax assessments at certain properties in the portfolio in 2024, most notably for certain of our Illinois and Indiana properties, and higher real estate tax consulting fees, partially offset by higher capitalized real estate tax expenses related to signed leases at certain properties in the portfolio in 2024.

The majority of real estate tax expenses are 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 $3.6 million, or 6.4%, primarily due to lower compensation expenses and a decrease in consulting fees in 2024, partially offset by higher marketing expenses.

Total change in real estate taxes $ 638

The net increase of $2.4 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, along with a decrease in real estate tax refunds received during the year ended December 31, 2025.

The majority of real estate tax expenses are 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 $2.9 million, or 5.5%, primarily due to an increase in payroll expenses, consulting fees, and state and local income taxes, partially offset by lower corporate communication expenses in 2025.

Depreciation and amortization expense decreased $20.0 million, or 5.1%, due to the following (in thousands) :

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Properties fully operational during 2024 and 2025 and other (4,349)

Total $ (33,026)

The net increase of $4.8 million in depreciation and amortization at properties under redevelopment or acquired during 2023 and/or 2024 is primarily due to the acquisitions of Prestonwood Place in September 2023 and Parkside West Cobb in August 2024 along with the reclassification of Edwards Multiplex – Ontario into redevelopment in March 2023 and depreciation and amortization recorded for Carillon medical office building through December 2024.

The net decrease of $26.7 million in depreciation and amortization at properties that were fully operational during 2023 and 2024 is primarily due to the timing of placing assets in service and writing-off tenant-related assets as a result of tenant move-outs along with certain assets acquired in the October 2021 merger with RPAI that became fully depreciated during the year.

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 year ended December 31, 2024 related to City Center, a retail operating property in the New York MSA that is classified as held for sale as of December 31, 2024.

During the year ended December 31, 2023, we recorded a $0.5 million impairment charge on Eastside, a retail operating property in the Dallas/Ft.

Worth MSA that was sold on October 24, 2023.

We recorded a net loss on sales of operating properties of $0.9 million for the year ended December 31, 2024 primarily on the sale of Ashland & Roosevelt, which loss was offset by the receipt of a $0.6 million escrow related to the sale of Reisterstown Road Plaza that previously closed on September 11, 2023.

During the year ended December 31, 2023, we recorded a net gain on sales of operating properties of $22.6 million on the sale of Kingwood Commons, the undeveloped land and related parking garage at Pan Am Plaza, Reisterstown Road Plaza, and Eastside.

Interest expense increased $20.3 million, or 19.3%, primarily due to interest on the Notes Due 2034 and the Notes Due 2031, which were issued in 2024, partially offset by favorable interest rate swaps.

The $2.3 million gain on sale of unconsolidated property represents our share of the gain on the sale of Glendale Center Apartments recognized during the year ended December 31, 2024.

Total change in depreciation and amortization expense $ (20,048)

The net increase of $0.6 million in depreciation and amortization at properties under redevelopment or acquired during 2024 and/or 2025 is primarily due to the acquisitions of Parkside West Cobb in 2024 and Village Commons in 2025.

The net decrease of $4.3 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.

Based on the results of our evaluations for impairment (see Note 4 to the accompanying consolidated financial statements), we recorded $51.8 million of impairment charges during the year ended December 31, 2025 on the following properties:

(i) $12.5 million impairment charge on Coram Plaza, a retail operating property in the New York MSA;

(ii) $17.0 million impairment charge on City Center, a retail operating property in the New York MSA;

and (iii) $22.3 million impairment charge on the Carillon medical office building and retail portion of the property located in the Washington, D.C.

During the year ended December 31, 2024, we recorded a $66.2 million impairment charge related to City Center.

Interest expense increased $6.9 million, or 5.5%, 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 the Notes Due 2032 issued in June 2025, 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 (see Note 9 to the accompanying consolidated financial statements).

We recorded a net gain on sales of operating properties of $292.0 million for the year ended December 31, 2025 on the sales of 13 operating retail properties and the contribution of three previously wholly owned properties to the Seed Asset Joint Venture compared to a net loss on sales of operating properties of $0.9 million for the year ended December 31, 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 year ended December 31, 2025 primarily on the sale of land at Lakewood Towne Center in the Seattle MSA, compared to a net gain from outlot sales of $4.4 million recorded during the year ended December 31, 2024 primarily on the sale of a land parcel and the rights to develop 24 residential units at the One Loudoun Expansion in the Washington, D.C.

MSA and two outparcels at two properties.

Equity in loss of unconsolidated joint ventures increased $10.5 million primarily due to the April 2025 acquisition of 52% of Legacy West in a joint venture along with the contribution of three previously wholly owned properties to the Seed Asset Joint Venture in June 2025, of which we own 52%.

During the year ended December 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 year ended December 31, 2025.

Other income, net increased $15.9 million primarily due to interest income earned on the proceeds from the Notes Due 2034 and the Notes Due 2031, which were invested in short-term deposits at various points during the year ended December 31, 2024.

Other income, net decreased $8.8 million, or 49.4%, primarily due to a decrease in interest income earned during the year ended December 31, 2025 compared to the prior year.

Management’s discussion of the financial condition, changes in financial condition, and results of operations for the year ended December 31, 2024, with comparison to the year ended December 31, 2023, was included in Item 7.

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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.

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Same Property NOI is net income excluding properties that have not been owned for the full periods presented.

Same Property NOI also excludes (i) net gains from outlot sales, (ii) straight-line rent revenue, (iii) lease termination income in

excess of lost rent, (iv) amortization of lease intangibles, and (v) significant prior period expense recoveries and adjustments, if any.

Same Property NOI also excludes (i) net gains from outlot sales, (ii) straight-line rent revenue, (iii) lease termination income in excess of lost rent, (iv) amortization of lease intangibles, and (v) significant prior period expense recoveries and adjustments, if any.

When we receive payments in excess of any accounts receivable for terminating a lease, Same Property NOI will include such excess payments as monthly rent until the earlier of the expiration of 12 months or the start date of a replacement tenant.

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

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

• our active development and redevelopment projects at The Corner – IN and One Loudoun Expansion;

• 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;

• 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.

• 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 attributable to common shareholders for the years ended December 31, 2025 and 2024 (unaudited) (dollars in thousands) :

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Same Property NOI (3)

$ 539,690 $ 524,600 2.9 %

Reconciliation of Same Property NOI to most

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79,791 90,722

Net gains from outlot sales 6,096 4,363

Total property NOI 625,577 619,685 1.0 %

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Interest expense (132,577) (125,691)

(Loss) gain on sales of operating properties, net (864) 22,601

Gain (loss) on sales of operating properties, net 291,962 (864)

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

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

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

(iii) our active development and redevelopment projects at The Corner – IN and 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 2023 and 2024;

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

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

(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;

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 Seed Asset 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 3.0% in 2024 compared to 2023 primarily due to contractual rent growth, higher base rent driven by positive new and renewal leasing spreads, and an increase in specialty leasing income from certain tenants, 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 2.9% in 2025 compared to 2024 primarily due to contractual rent growth and higher base rent driven by positive new and renewal leasing spreads, partially offset by higher bad debt expense.

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.

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

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

depreciation and amortization, which can make periodic and peer analyses of operating performance more difficult.

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.

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

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 the Company’s 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.

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

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

The Company’s 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 reconciliations to net income (loss), FFO, as adjusted, and Core FFO for the years ended December 31, 2024, 2023 and 2022 (unaudited) are as follows (dollars in thousands) :

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 significant and non-recurring employee severance costs and recruiting expenses, including sign-on bonuses and search fees, (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, and includes adjustments related to our pro rata share from unconsolidated joint ventures for these categories as applicable.

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

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

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

Our calculations of FFO and reconciliations to net income and Core FFO for the years ended December 31, 2025, 2024 and 2023 (unaudited) are as follows (dollars in thousands) :

Year Ended December 31,

2025 2024 2023

Net income (loss) $ 4,416 $ 48,383 $ (12,154)

Net income $ 305,528 $ 4,416 $ 48,383

net income attributable to noncontrolling interests in properties (311) (280) (257)

loss (gain) on sales of operating properties, net 864 (22,601) (27,069)

(gain) loss on sales of operating properties, net (291,962) 864 (22,601)

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

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403,534 394,847 427,335

FFO of the Operating Partnership (1)

NAREIT FFO of the Operating Partnership (1)

468,638 463,723 453,337

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$ 458,637 $ 455,834 $ 446,890

FFO per share of the Operating Partnership – diluted $ 2.07 $ 2.03 $ 1.94

FFO of the Operating Partnership (1)

$ 463,723 $ 453,337 $ 431,240

merger and acquisition costs — — 925

prior period collection impact — — (2,556)

FFO, as adjusted, of the Operating Partnership $ 463,723 $ 453,337 $ 429,609

FFO, as adjusted, per share of the Operating Partnership – diluted $ 2.07 $ 2.03 $ 1.93

FFO, as adjusted, of the Operating Partnership (1)

NAREIT FFO per share of the Operating Partnership – diluted $ 2.10 $ 2.07 $ 2.03

Reconciliation of NAREIT FFO to Core FFO (2)

NAREIT FFO of the Operating Partnership (1)

$ 468,638 $ 463,723 $ 453,337

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Core FFO per share of the Operating Partnership – diluted $ 2.06 $ 1.99 $ 1.90

(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”)

We define EBITDA, a non-GAAP financial measure, as net income before interest expense, income tax expense of the TRSs, and depreciation and amortization.

We define EBITDA, a non-GAAP financial measure, as net income before interest expense, income tax expense of the taxable REIT subsidiaries, and depreciation and amortization.

For informational purposes, we also provide Adjusted EBITDA, which we define as EBITDA less (i) EBITDA from unconsolidated entities, as adjusted, (ii) gains on sales of operating properties or impairment charges, (iii) merger and acquisition costs, (iv) other income and expense, (v) noncontrolling interest Adjusted EBITDA, and (vi) other non-recurring activity or items impacting comparability from period to period.

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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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Unconsolidated EBITDA, as adjusted 10,310

Loss on extinguishment of debt 180

Impairment charges 12,544

Gain on sales of operating properties, net (183,107)

Other income and expense, net 1,126

Noncontrolling interests (212)

Adjustments for dispositions (1)

Adjusted EBITDA 139,803

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Company’s consolidated debt and share of unconsolidated debt 3,221,170

cash, cash equivalents, restricted cash and short-term deposits (485,280)

cash and cash equivalents (36,761)

restricted cash and escrow deposits (441,605)

Company share of unconsolidated joint venture cash and cash equivalents (16,448)

Company share of Net Debt $ 2,726,356

Net Debt to Adjusted EBITDA 4.9x

(1) Adjustments for dispositions relate to current quarter GAAP operating income for the sale of 10 properties during the three months ended December 31, 2025 during the period of ownership.

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

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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 December 31, 2024, we had approximately $128.1 million in cash and cash equivalents on hand, $5.3 million in restricted cash and escrow deposits, $350.0 million in short-term deposits, and $1.1 billion of remaining availability under the Revolving Facility compared to $430.0 million of debt maturities due in 2025.

During the year ended December 31, 2024, we completed (i) a public offering of the Notes Due 2034, the proceeds of which were used to satisfy all 2024 debt maturities and

for general corporate purposes, and (ii) a public offering of the Notes Due 2031, the proceeds of which are currently invested in short-term deposits that will be used to repay the $350.0 million principal balance of the 4.00% senior unsecured notes due March 2025.

As of December 31, 2025, we had approximately $36.8 million in cash and cash equivalents on hand, $441.6 million in restricted cash and escrow deposits, and $1.0 billion of remaining availability under the Revolving Facility compared to $410.6 million of debt maturities due in 2026.

During the year ended December 31, 2025, we completed (i) a public offering of

$300.0 million in aggregate principal amount 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) the repayment of the $350.0 million principal balance of the 4.00% senior unsecured notes that matured on March 15, 2025 using proceeds from the $350.0 million in aggregate principal amount of 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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Therefore, our ability to generate cash from operations is dependent upon the rents that we are able to charge and collect from our tenants.

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

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

Our Principal Capital Resources

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Over the last several years, we have made substantial progress in enhancing our liquidity position and reducing our leverage and borrowing costs.

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

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

As of December 31, 2025, we had approximately $1.0 billion available under the Revolving Facility for future borrowings.

We also had $478.1 million in cash, cash equivalents and short-term deposits as of December 31, 2024.

We also had $36.8 million in cash and cash equivalents as of December 31, 2025.

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

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

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

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

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Near-Term Debt Maturities .

As of December 31, 2024, we have no secured debt, excluding scheduled monthly principal payments, and $430.0 million of unsecured debt scheduled to mature in 2025.

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

As of December 31, 2025, we have $10.6 million of secured debt, excluding scheduled monthly principal payments, and $400.0 million of unsecured debt scheduled to mature in 2026.

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

Other Short-Term Liquidity Needs.

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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 $125 million and $4.6 million, respectively, in 2026, 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, which is expected to be paid on April 16, 2025 to common shareholders and common unit holders of

record as of April 9, 2025.

In February 2026, our Board of Trustees declared a cash distribution of $0.29 per common share and Common Unit for the first quarter of 2026, which is expected to be paid on April 16, 2026 to common shareholders and common unit holders of record as of April 9, 2026.

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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During the year ended December 31, 2025, we incurred $28.7 million for recurring capital expenditures on operating properties and $84.2 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 December 31, 2025 (excluding development and redevelopment properties).

We currently anticipate incurring approximately $120 million of additional major tenant improvement costs related to executed leases for tenants not yet open at a number of our operating properties over the next 12 to 24 months.

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

During the year ended December 31, 2024, we began development activities on the retail and office portions of the expansion project at One Loudoun Downtown (the “One Loudoun Expansion”), our mixed-use lifestyle center in the Washington, D.C.

We also completed the major redevelopment construction activities at Carillon medical office building in 2023 and reclassified the property from active redevelopment into our office portfolio in December 2024.

In addition to the One Loudoun Expansion, as of December 31, 2024, we had a development project under construction at The Corner – IN.

Our share of the total estimated costs for the two active projects is approximately $112.9 million to $122.9 million, of which our share of the expected funding requirement is approximately $65.0 million to $75.0 million.

As of December 31, 2024, we have not incurred any of these costs.

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

We currently anticipate incurring approximately $130 million in 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 can fund these costs through cash flows generated from operations or borrowings on the Revolving Facility.

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

As of December 31, 2025, the retail and office portions of the expansion project at One Loudoun Expansion in the Washington, D.C.

MSA were 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 December 31, 2025, we have incurred $15.0 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 can fund this project through cash flows generated from operations or borrowings on the Revolving Facility.

Share Repurchase Program

In February 2021, our Board of Trustees approved a share repurchase program under which the Company may repurchase, from time to time, up to an aggregate of $150.0 million of its common shares.

In April 2022, our Board of Trustees authorized a $150.0 million increase to the size of the share repurchase program, authorizing share repurchases up to a maximum of $300.0 million of its common shares (the “Share Repurchase Program”).

In February 2021, our Board of Trustees approved a share repurchase program under which the Company may repurchase, from time to time, up to an aggregate of $150.0 million of our common shares.

In April 2022, our Board of Trustees authorized a $150.0 million increase to the size of the share repurchase program, authorizing share repurchases up to a maximum of $300.0 million of our common shares (the “Share Repurchase Program”).

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

The timing of share repurchases and the number of common shares to be repurchased under the Share Repurchase Program will depend upon prevailing market conditions, regulatory requirements, and other factors.

In 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 December 31, 2024, the Company has not repurchased any shares under the Share Repurchase Program.

In November 2025, the Company extended the Share Repurchase Program for an additional year to February 28, 2027, if not terminated or extended prior to that date.

During the year ended December 31, 2025, the Company repurchased 10.9 million common shares at an average price per share of $22.82 for a total of $247.7 million .

As of December 31, 2025, $52.3 million remained available for repurchases of common shares under the Company’s Share Repurchase Program.

Subsequent to December 31, 2025, the Company repurchased 2.2 million common shares at an average price per share of $23.92 for a total of $52.3 million.

Additionally, in February 2026, our Board of Trustees authorized a $300.0 million increase to the size of the Share Repurchase Program, authorizing share repurchases up to a maximum of $600.0 million of our common shares.

Long-Term Liquidity Needs

Our long-term liquidity needs consist primarily of funds necessary to pay for any new development projects, redevelopment of existing properties, non-recurring capital expenditures, acquisitions of properties, payment of indebtedness at maturity, and obligations under ground leases.

Our long-term liquidity needs consist primarily of funds necessary to pay for any new development projects, redevelopment of existing properties, non-recurring capital expenditures, property acquisitions, payment of indebtedness at maturity, and obligations under ground leases.

Selective Acquisitions, Developments and Joint Ventures .

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We are obligated under 11 ground leases for approximately 98 acres of land as of December 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 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.

Most of these ground leases require fixed annual rent payments, and the expiration dates of the remaining initial terms range from 2028 to 2092.

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

Capital Expenditures on Consolidated Properties

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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 expenses of $0.4 million for the year ended December 31, 2024.

If we had experienced a 10% reduction in development and redevelopment activities without a corresponding decrease in indirect project costs, we would have recorded an additional expense of $0.3 million for the year ended December 31, 2025.

Impact of Changes in Credit Ratings on Our Liquidity

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

During the year ended December 31, 2024, we received a credit rating upgrade with a stable outlook from two of the rating agencies and a positive credit rating outlook from the third rating agency.

These ratings did not change in 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.

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We place our cash and short-term investments with highly rated financial institutions.

While we attempt to limit our exposure at any point in time, occasionally such cash and investments may temporarily exceed the Federal Deposit Insurance Corporation (“FDIC”) and the Securities Investor Protection Corporation (“SIPC”) insurance limits.

While we attempt to limit our exposure at any point, occasionally such cash and investments may temporarily exceed the Federal Deposit Insurance Corporation (“FDIC”) and the Securities Investor Protection Corporation (“SIPC”) insurance limits.

We also maintain certain compensating balances in several financial institutions in support of borrowings from those institutions.

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Net cash provided by operating activities $ 429,659 $ 419,028 $ 10,631

Net cash used in investing activities (498,991) (81,731) (417,260)

Net cash provided by (used in) financing activities 172,085 (393,457) 565,542

Increase (decrease) in cash, cash equivalents and restricted cash 92,122 (80,540) 172,662

Net cash provided by (used in) investing activities 613,530 (498,991) 1,112,521

Net cash (used in) provided by financing activities (698,350) 172,085 (870,435)

Increase in cash, cash equivalents and restricted cash 344,839 92,122 252,717

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

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Cash provided by operating activities was $429.7 million for the year ended December 31, 2025 and $419.0 million for the same period of 2024.

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

Cash used in investing activities was $499.0 million for the year ended December 31, 2024 and $81.7 million for the same period of 2023.

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 $613.5 million for the year ended December 31, 2025 compared to cash used in investing activities of $499.0 million for the same period of 2024.

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

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

• We acquired Parkside West Cobb in 2024 and made an acquisition deposit related to the purchase of Village Commons for $40.6 million compared to the acquisition of Prestonwood Place for $78.3 million in 2023;

• We received net proceeds of $43.6 million from the sale of Ashland & Roosevelt, six parcels of land, and the receipt of an escrow related to the disposition of Reisterstown Road Plaza in 2024 compared to net proceeds of $140.9 million from the sale of Kingwood Commons, the undeveloped land and related parking garage at Pan Am Plaza, Reisterstown Road Plaza, Eastside, and four parcels of land in 2023;

• Capital expenditures decreased by $1.6 million primarily related to the timing of capital projects along with a change in construction payables of $0.5 million in 2024;

• We contributed a total of $13.2 million to unconsolidated joint ventures in 2024 primarily related to our share of the repayment of the construction loan associated with the development of the Embassy Suites at the University of Notre Dame;

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

Cash provided by financing activities was $172.1 million for the year ended December 31, 2024 compared to cash used in financing activities of $393.5 million for the same period of 2023.

• We received net proceeds of $734.7 million from the sale of 13 operating retail properties, a portion of Hamilton Crossing Centre, a parcel and the related building at Northpointe Plaza, and a land parcel at Lakewood Towne Center along with the contribution of three previously wholly owned properties to the Seed Asset Joint Venture in 2025, compared to net proceeds of $43.6 million from the sale of Ashland & Roosevelt, six parcels of land, and the receipt of an escrow related to the disposition of Reisterstown Road Plaza in 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 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 invested $253.9 million in the Legacy West unconsolidated joint venture in 2025;

• In 2025, we acquired Village Commons for $67.9 million, while in 2024, we made an acquisition deposit related to the purchase of Village Commons and acquired Parkside West Cobb for $40.6 million;

• Capital expenditures increased by $11.5 million primarily related to the timing of capital projects;

• We contributed $1.6 million to an unconsolidated joint venture in 2025 primarily related to our share of debt service on the construction loan at The Corner – IN, of which we own a 50% interest.

During 2024, we contributed a total of $13.2 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;

• We received distributions totaling $4.2 million from unconsolidated joint ventures in 2025.

In 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.

Cash used in financing activities was $698.4 million for the year ended December 31, 2025 compared to cash provided by financing activities of $172.1 million for the same period of 2024.

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

• We received total proceeds of $693.0 million from the Notes Due 2034 and the Notes Due 2031 and borrowed $40.0 million on the Revolving Facility in 2024 compared to borrowings of $274.0 million on the Revolving Facility and proceeds of $95.1 million from the origination of a mortgage payable in 2023;

• In 2025, we borrowed $518.0 million on the Revolving Facility and received $298.5 million from the Notes Due 2032, while in 2024, we borrowed $40.0 million on the Revolving Facility and received total proceeds of $693.0 million from the Notes Due 2034 and the Notes Due 2031;

• We repaid the following in 2025:

(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) $5.1 million of mortgages payable compared to the following repayments in 2023:

(i) $274.0 million of borrowings on the Revolving Facility, (ii) $175.4 million of mortgages payable, and (iii) $95.0 million principal balance of the 4.23% senior unsecured notes that matured on September 10, 2023;

• We incurred $19.0 million in debt and equity issuance costs in 2024 primarily related to the restatement and extension of the Revolving Facility and the $250M Term Loan;

(i) $433.0 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) $5.2 million of mortgages payable compared to the following repayments in 2024:

(a) $149.6 million principal balance of the 4.58% senior unsecured notes that matured on June 30, 2024, (b) $120.0 million unsecured term loan that matured on July 17, 2024, (c) $40.0 million of borrowings on the Revolving Facility, and (d) $5.1 million of mortgages payable;

• We paid $248.0 million, including commissions, to repurchase common shares through our Share Repurchase Program in 2025;

• We made distributions to common shareholders and holders of common partnership interests in the Operating Partnership of $242.9 million in 2025 compared to distributions of $225.5 million in 2024;

Management’s discussion of the cash flows for the year ended December 31, 2022, with comparison to the year ended December 31, 2023, was included in Item 7.

• We incurred $19.0 million in debt and equity issuance costs in 2024 primarily related to the restatement and extension of the Revolving Facility and the $250M Term Loan.

Management’s discussion of the cash flows for the year ended December 31, 2023, with a comparison to the year ended December 31, 2024, was included in Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2024.

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We are exposed to capital market risk, such as changes in interest rates.

In order to reduce the volatility related to interest rate risk, we may enter into interest rate hedging arrangements from time to time.

To reduce the volatility related to interest rate risk, we may enter into interest rate hedging arrangements from time to time.

We do not use derivative financial instruments for trading or speculative purposes.

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We believe we currently have sufficient financing in place to fund these projects and expect to do so primarily through free cash flow or borrowings on the Revolving Facility.

We provide repayment and completion guaranties on loans totaling $66.2 million associated with the development of The Corner mixed-use project in the Indianapolis MSA.

We provide repayment and completion guarantees on loans totaling $66.2 million associated with the development of The Corner mixed-use project in the Indianapolis MSA.

As of December 31, 2025, the outstanding balance of the loans was $69.1 million, of which our share was $34.5 million.

Our share of estimated future costs for under construction and future developments and redevelopments is further discussed beginning on page 47 in the “Short- and Long-Term Liquidity Needs” sections.

Our share of estimated future costs for under-construction and future developments and redevelopments is further discussed beginning on page 48 in the “Short-Term Liquidity Needs” and “Long-Term Liquidity Needs” sections.

Outstanding Indebtedness

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Variable rate debt 497,200 16 % 4.73 % 2.5

169,600 5 % 7.64 % 1.7

Debt discounts, premiums and issuance costs, net (2,459) N/A N/A N/A

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

As of December 31, 2024, $700.0 million in variable rate debt is hedged to a fixed rate for a weighted average of 0.9 years.

(2) Variable rate debt includes the portion of fixed rate debt that has been hedged by interest rate swaps.

As of December 31, 2024, $155.0 million in fixed rate debt is hedged to a floating rate for a weighted average of 0.7 years.

As of December 31, 2025, $150.0 million in variable rate debt is hedged to a fixed rate through July 17, 2026.

Mortgage indebtedness is collateralized by certain real estate properties and leases and is generally repaid in monthly installments of principal and interest with maturities over various terms through 2033.

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The one-month SOFR interest rate was 3.69% as of December 31, 2025.

Fixed interest rates on mortgages payable range from 3.75% to 5.73%.

Fixed interest rates on our mortgages payable range from 3.75% to 5.73%.

Critical Accounting Estimates

Our significant accounting policies are more fully described in Note 2.

“Summary of Significant Accounting Policies” to the accompanying consolidated financial statements.

Our significant accounting policies are more fully described in Note 2, “Summary of Significant Accounting Policies,” to the accompanying consolidated financial statements.

As disclosed in Note 2, the preparation of financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes.

Actual results could differ from those estimates.

We believe that the following discussion addresses our most critical

accounting policies, which are those that are most important to the compilation of our financial condition and results of operations and, in some cases, require management’s most difficult, subjective, or complex judgments.

We believe the following discussion addresses our most critical accounting policies, which are those that are most important to the compilation of our financial condition and results of operations and, in some cases, require management’s most difficult, subjective, or complex judgments.

Revenue Recognition

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• any other quantitative or qualitative events or factors deemed significant by the Company’s management or Board of Trustees.

Impairment losses for investment properties and intangible assets are measured when the undiscounted cash flows estimated to be generated by the investment properties during the expected holding period are less than the carrying amounts of those assets.

The evaluation of impairment is subject to certain management assumptions, including projected net operating income, anticipated holding period, expected capital expenditures, and the capitalization rate used to estimate the property’s residual value.

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Based on these estimates, we record the estimated fair value to the applicable assets and liabilities.

In making estimates of fair value, a number of sources are used, including information obtained as a result of pre-acquisition due diligence, marketing, and leasing activities.

In making estimates of fair value, several sources are used, including information obtained as a result of pre-acquisition due diligence, marketing, and leasing activities.

The estimates of fair value were determined to have primarily relied upon Level 2 and Level 3 inputs, as defined below.

Fair value is determined for tangible assets and intangible assets and liabilities, including:

• the fair value of the building on an as-if-vacant basis and the fair value of land determined either by comparable market data, real estate tax assessments, independent appraisals, or other relevant data;

• the fair value of the building on an as-if-vacant basis and the fair value of the land determined either by comparable market data, real estate tax assessments, independent appraisals, or other relevant data;

• above-market and below-market in-place lease values for acquired properties, which are based on the present value (using an interest rate that reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over the remaining non-cancelable term of the leases.

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Our estimates of value use methods similar to those used by independent appraisers.

Factors we consider in our analysis include an estimate of costs to execute similar leases, including tenant improvements, leasing commissions, and foregone costs related to the reimbursement of property operating expenses, and fair market rent received during the estimated lease-up period as if the space was vacant.

The value of in-place leases is amortized to depreciation and amortization expense over the remaining initial terms of the respective leases;

• the fair value of any assumed financing that is determined to be above- or below-market terms.

• the fair value of any assumed financing that is determined to have above- or below-market terms.

We use third-party and independent sources for our estimates to determine the respective fair value of each mortgage and other indebtedness, including related derivative instruments, assumed.

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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-K

Item 7. Management’s Discussion and Analysis