What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-04-29 compared with 2025-10-30 · 166 added, 251 removed, 332 unchanged (56% 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, 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);

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, geopolitical instability in the Middle East, 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;

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• 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, including the ability to complete acquisitions and dispositions on the terms and timing anticipated;

• acquisition, disposition, development and joint venture risks, including the ability to complete them 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;

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• impairment in the value of real estate property we own;

• the attractiveness of our properties to tenants, the actual and perceived impact of e-commerce on the value of shopping center assets, and changing demographics and customer traffic patterns;

• business continuity disruptions and a deterioration in our tenants’ ability to operate in affected areas or delays in the supply of products or services to us or our tenants from vendors that are needed to operate efficiently, causing costs to rise sharply and inventory to fall;

• the attractiveness of our properties to tenants;

• the actual and perceived impact of e-commerce on the value of shopping center assets and changing demographics and customer traffic patterns;

• risks related to our current geographical concentration of properties in the states of Texas, Florida, and North Carolina and the metropolitan statistical areas (“MSAs”) of New York, Atlanta, Seattle, Chicago, and Washington, D.C.;

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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, 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.

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

As of March 31, 2026, we own interests in a portfolio of 167 operating retail/mixed-use properties, including 159 wholly owned shopping centers and eight properties owned through four unconsolidated joint ventures, totaling approximately 26.9 million square feet, excluding (i) one operating retail property classified as held for sale as of March 31, 2026, (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 under construction as of September 30, 2025 and an additional two properties with future redevelopment opportunities.

We also own interests in one development project under construction as of March 31, 2026 and an additional two properties with future redevelopment opportunities.

Inflation and Tariffs

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

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

government in 2025.

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

This, in turn, could 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 impacted.

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 and inflationary pressures arising from geopolitical instability in the Middle East.

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.

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.

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 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.

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.

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Operating Activity

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).

During the first quarter of 2026, we executed new and renewal leases on 151 individual spaces totaling 707,000 square feet (13.5% cash leasing spread on 113 comparable leases).

New leases were signed on 47 individual spaces for 163,714 square feet of gross leasable area (“GLA”) (31.3% cash leasing spread on 26 comparable leases), while non-option renewal leases were signed on 64 individual spaces for 219,136 square feet of GLA (12.3% cash leasing spread on 47 comparable leases) and option renewals were signed on 40 individual spaces for 324,150 square feet of GLA (7.0% cash leasing spread).

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Results of Operations

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 September 30, 2025:

Our development, redevelopment, and operating property acquisition and disposition activities during 2025 and 2026 affect the comparability of our results of operations for the three months ended March 31, 2026 and 2025.

Therefore, we believe it is most useful to review the comparisons of our results of operations for these periods (as set forth below under “Comparison of Operating Results for the Three Months Ended March 31, 2026 to the Three Months Ended March 31, 2025”) 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, 2025 through March 31, 2026:

Property Name MSA Acquisition Date Retail GLA

Parkside West Cobb Atlanta August 30, 2024 141,627

Village Commons Miami January 15, 2025 170,976

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Worth April 28, 2025 342,011

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

(1) We acquired a 52% noncontrolling 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 properties were sold during the period from January 1, 2024 through September 30, 2025:

The following operating properties were sold during the period from January 1, 2025 through March 31, 2026:

Property Name MSA Disposition Date GLA

Ashland & Roosevelt Chicago May 31, 2024 104,176

Stoney Creek Commons Indianapolis April 4, 2025 84,094

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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.

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.

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

Coram Plaza New York March 5, 2026 138,385

(1) We contributed this previously wholly owned property into a joint venture (the “Seed Asset Joint Venture”) in June 2025 and have retained a 52% noncontrolling interest in the property.

Development and Redevelopment Projects

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:

The following properties were under active development or redevelopment at various times during the period from January 1, 2025 through March 31, 2026 and removed from our operating portfolio:

Project Name MSA Transition to

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Completed Projects

Carillon medical office building (5)

Washington, D.C.

October 2021 December 2024 125,277

The Corner – IN (5)

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

For legacy Retail Properties of America, Inc.

(“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 September 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.

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

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

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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.

Phase I of the corporate campus was completed in 2023.

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

(6) This property is included in the operating portfolio and is not included in the same property pool.

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 One Loudoun Expansion in the Washington, D.C.

Phase I of the corporate campus was completed in 2023, and the final phase was completed in January 2026.

(5) 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 January 2026, the Company disposed of the second phase of a land parcel and the rights to develop 14 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 40 residential units, which are expected to close in phases through 2026.

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,

Comparison of Operating Results for the Three Months Ended March 31, 2026 to the Three Months Ended March 31, 2025

The following table reflects changes in the components of our consolidated statements of operations for the three months ended March 31, 2026 and 2025 (in thousands) :

Three Months Ended March 31,

2026 2025 Change

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Net gains from outlot sales 1,039 — 1,039

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

Equity in loss of unconsolidated joint ventures (2,216) (607) (1,609)

Other income, net 2,572 4,743 (2,171)

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)

Net income 11,732 24,264 (12,532)

Net income attributable to noncontrolling interests (338) (534) 196

Net income attributable to common shareholders $ 11,394 $ 23,730 $ (12,336)

Property operating expense to total revenue ratio 15.5 % 13.5 %

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Three Months Ended

September 30, 2024 to 2025

March 31, 2025 to 2026

Properties or components of properties sold or held for sale during 2025 and/or 2026 $ (28,148)

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Total $ (21,130)

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.

The net increase of $7.8 million in rental income for properties that were fully operational during 2025 and 2026 is primarily due to a $3.4 million increase in tenant reimbursements from higher recoverable common area maintenance expenses and real estate taxes, $2.8 million in lease termination income, a $0.6 million decrease in bad debt expense, and $0.5 million increases in both base minimum rent from contractual rent changes and overage rent.

The occupancy of the fully operational properties decreased from 92.2% for the three months ended March 31, 2025 to 91.1% for the three months ended March 31, 2026.

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.

This revenue decreased by $0.1 million primarily due to a decrease in miscellaneous income.

We recorded fee income of $1.3 million and $0.4 million during the three months ended March 31, 2026 and 2025, respectively, from property management and development services provided to third parties and unconsolidated joint ventures.

The increase in fee income is primarily due to management fees earned during the three months ended March 31, 2026 related to the Legacy West Joint Venture and the Seed Asset Joint Venture.

Property operating expenses increased $1.3 million, or 4.3%, due to the following (in thousands) :

Three Months Ended

September 30, 2024 to 2025

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

Properties under redevelopment or acquired during 2024 and/or 2025 314

Properties fully operational during 2024 and 2025 and other 1,597

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) 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

September 30, 2024 to 2025

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

Properties under redevelopment or acquired during 2024 and/or 2025 587

Properties fully operational during 2024 and 2025 and other 816

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 $0.9 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

September 30, 2024 to 2025

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

Properties under redevelopment or acquired during 2024 and/or 2025 70

Properties fully operational during 2024 and 2025 and other (3,532)

Total $ (7,286)

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

Rental income $ 632,547 $ 616,583 $ 15,964

Other property-related revenue 5,096 4,463 633

Fee income 2,569 4,222 (1,653)

Total revenue 640,212 625,268 14,944

Property operating 87,243 84,401 2,842

Real estate taxes 80,090 78,247 1,843

General, administrative and other 39,831 39,009 822

Depreciation and amortization 285,488 296,326 (10,838)

Impairment charges 39,305 66,201 (26,896)

Total expenses 531,957 564,184 (32,227)

Other (expense) income:

Interest expense (100,168) (92,985) (7,183)

Income tax expense of taxable REIT subsidiaries (315) (325) 10

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)

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

Other income, net 6,194 12,294 (6,100)

Net income (loss) 120,453 (17,814) 138,267

Net (income) loss attributable to noncontrolling interests (2,612) 61 (2,673)

Net income (loss) attributable to common shareholders $ 117,841 $ (17,753) $ 135,594

Property operating expense to total revenue ratio 13.6 % 13.5 %

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

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)

Properties under redevelopment or acquired during 2024 and/or 2025 5,711

Properties fully operational during 2024 and 2025 and other 18,696

Total $ 15,964

The net increase of $18.7 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 $11.8 million due to contractual rent changes, (ii) lease termination income of $5.9 million, and (iii) tenant reimbursements of $3.9 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 ancillary income of $0.6 million and overage rent of $0.3 million.

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) :

Nine Months Ended

September 30, 2024 to 2025

March 31, 2025 to 2026

Properties or components of properties sold or held for sale during 2025 and/or 2026 $ (1,923)

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Total $ 1,290

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) 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.

The net increase of $3.0 million in property operating expenses for properties that were fully operational during 2025 and 2026 is primarily due to (i) a $0.7 million increase in both snow removal expenses and repairs and maintenance expenses, (ii) a $0.6 million increase in insurance expenses, and (iii) a $0.4 million increase in both landscaping and parking lot expenses and nonrecoverable expenses.

As a percentage of revenue, property operating expenses increased from 13.5% to 15.5% due to an increase in expenses in 2026.

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

Nine Months Ended

September 30, 2024 to 2025

Real estate taxes decreased $2.9 million, or 10.6%, due to the following (in thousands) :

Three Months Ended

March 31, 2025 to 2026

Properties or components of properties sold or held for sale during 2025 and/or 2026 $ (3,233)

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Total $ (2,937)

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 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.

The net increase of $0.3 million in real estate taxes for properties that were fully operational during 2025 and 2026 is primarily due to higher real estate tax assessments at certain properties in the portfolio in 2026, partially offset by an increase in real estate tax refunds received during the three months ended March 31, 2026.

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 increased $1.7 million, or 13.8%, primarily due to an increase in payroll expenses, share-based compensation, and state and local income taxes in 2026.

Depreciation and amortization expense decreased $15.7 million, or 16.0%, due to the following (in thousands) :

Nine Months Ended

September 30, 2024 to 2025

Three Months Ended

March 31, 2025 to 2026

Properties or components of properties sold or held for sale during 2025 and/or 2026 $ (11,826)

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The net decrease of $3.6 million in depreciation and amortization at properties that were fully operational during 2025 and 2026 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.

Based on the results of our evaluations for impairment (see Note 4 to the accompanying consolidated financial statements), we recorded a $5.9 million impairment charge on City Center during the three months ended March 31, 2026.

No impairment charges were recorded during the three months ended March 31, 2025.

Interest expense decreased $1.3 million, or 3.8%, primarily due to the payoffs of the following in 2025:

(i) $350.0 million in aggregate principal balance of the 4.00% senior unsecured notes that matured in March 2025, (ii) $150.0 million unsecured term loan in June 2025, and (iii) $80.0 million principal balance of the 4.47% senior unsecured notes that matured in September 2025, partially offset by interest incurred on the $300.0 million in aggregate principal amount of the 5.20% senior unsecured notes issued in June 2025.

We recorded a net gain from outlot sales of $1.0 million for the three months ended March 31, 2026 primarily on the sale of a land parcel and the rights to develop 14 residential units at the One Loudoun Expansion in the Washington, D.C.

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

Equity in loss of unconsolidated joint ventures increased $1.6 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%.

Other income, net decreased $2.2 million, or 45.8%, primarily due to a decrease in interest income earned during the three months ended March 31, 2026 compared to the prior year.

Net Operating Income and Same Property Net Operating Income

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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.

Beginning in 2026, we revised our Same Property NOI definition to exclude the results of the Company’s insurance captive to more clearly reflect the performance of our core real estate portfolio.

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, (v) significant prior period expense recoveries and adjustments, if any, and (vi) income or expense associated with the Company’s captive insurance company.

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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We believe such presentation eliminates disparities in net income due to the acquisition or disposition of properties during the particular periods presented and thus provides a more consistent metric for the comparison of our properties.

Additionally, because results from the Company’s insurance captive are driven by insurance underwriting, loss experience, and actuarial assumptions and therefore do not reflect the operating performance of our real estate properties, we believe excluding the impacts of the insurance captive improves transparency and comparability for our investors.

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

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

Same Property NOI for all periods presented includes 52% of the NOI from three previously wholly owned properties that were contributed to the Seed Asset Joint Venture in June 2025 and excludes the results of the Company’s insurance captive.

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

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

For the three and nine months ended September 30, 2025, the Same Property Pool excludes the following:

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

For the three months ended March 31, 2026, the Same Property Pool excludes the following:

• Village Commons and Legacy West, which were acquired in 2025;

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

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• properties sold or classified as held for sale during 2025 and 2026;

• 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 (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

• standalone office properties, including the Carillon medical office building.

The following table presents Same Property NOI and a reconciliation to net income attributable to common shareholders for the three months ended March 31, 2026 and 2025 (dollars in thousands) :

Three Months Ended March 31,

2026 2025 Change

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

174 174 174 174

Leased percentage at period end 94.6 % 94.3 %

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Net operating income – same properties $ 136,998 $ 132,292

Net operating income – sold properties (215) 20,470

Net operating income – non-same activity (4)

KRG share of unconsolidated joint ventures included in

Same Property NOI above

(2,628) (304)

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Total property NOI 144,500 163,065 (11.4 %)

Other (expense) income, net (1,778) 4,184 (16) 14,990

Other income, net 1,257 4,551

General, administrative and other (13,950) (12,258)

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Interest expense (31,696) (32,954)

Gain (loss) on sales of operating properties, net 5,742 602 108,855 (864)

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

Net loss (income) attributable to noncontrolling interests

203 (324) (2,612) 61

Net (loss) income attributable to common shareholders

Gain on sales of operating properties, net — 91

Net income attributable to noncontrolling interests

Net income attributable to common shareholders

$ 11,394 $ 23,730

(1) Same Property NOI excludes the following:

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

(i) Village Commons and Legacy West, which were acquired in 2025;

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

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(vi) properties sold or classified as held for sale during 2025 and 2026;

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

and (vii) standalone office properties, including the Carillon medical office building.

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

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

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

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

Our Same Property NOI increased 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.

(3) Same Property NOI for all periods presented includes 52% of the NOI from three previously wholly owned properties that were contributed to the Seed Asset Joint Venture in June 2025 and excludes the results of the Company’s insurance captive.

(4) Includes non-cash activity as well as NOI from properties not included in the Same Property Pool.

Our Same Property NOI increased 3.6% for the three months ended March 31, 2026 compared to the same period of the prior year primarily due to contractual rent growth.

NAREIT Funds From Operations

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

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

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

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.

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

Our calculations of FFO and reconciliation to net (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 (loss) income $ (16,410) $ 17,053 $ 120,453 $ (17,814)

Our calculations of FFO and reconciliation to net income and Core FFO for the three months ended March 31, 2026 and 2025 (unaudited) are as follows (dollars in thousands) :

Three Months Ended March 31,

Net income $ 11,732 $ 24,264

net income attributable to noncontrolling interests in properties (70) (70)

(gain) loss on sales of operating properties, net (5,742) (602) (108,855) 864

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

gain on sales of operating properties, net — (91)

impairment charges 5,888 —

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$ 106,751 $ 120,317

FFO, as defined by NAREIT, per share of the

Operating Partnership – diluted

NAREIT FFO per share of the Operating Partnership – diluted

$ 0.52 $ 0.55

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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 performance.

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

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

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Three Months Ended

September 30, 2025

Net loss $ (16,410)

March 31, 2026

Net income $ 11,732

Depreciation and amortization 82,491

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Impairment charges 5,888

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

Other income and expense, net (356)

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Net Debt to Adjusted EBITDA 5.2x

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

(1) Represents Adjusted EBITDA for the three months ended March 31, 2026 (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.

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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 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.

As of March 31, 2026, we had approximately $32.5 million in cash and cash equivalents on hand, $190.6 million in restricted cash and escrow deposits, and $1.0 billion of remaining availability under the $1.1 billion unsecured revolving credit facility (the “Revolving Facility”) compared to $410.6 million of debt maturing over the next 12 months.

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, 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.

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.

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.

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

As of March 31, 2026, we had approximately $1.0 billion available under the Revolving Facility for future borrowings.

We also had $32.5 million in cash and cash equivalents as of March 31, 2026.

We were in compliance with all applicable financial covenants under the Revolving Facility, unsecured term loans, and senior unsecured notes as of March 31, 2026.

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

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We may also raise capital by disposing of properties, land parcels, or other assets that are no longer core components of our growth strategy.

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.

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

Our Principal Liquidity Needs

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Near-Term Debt Maturities .

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.

As of March 31, 2026, we have $10.6 million of secured debt, excluding scheduled monthly principal payments, and $400.0 million of unsecured debt scheduled to mature over the next 12 months.

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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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 $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.

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 $93.8 million and $3.2 million, respectively, for the remainder of 2026, expected dividend payments to our common shareholders and common unit holders, and recurring capital expenditures.

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.

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

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).

During the three months ended March 31, 2026, we incurred $6.7 million for recurring capital expenditures on operating properties and $19.3 million for tenant improvements and external leasing commissions, which includes costs to re-lease anchor space at our operating properties related to tenants open and operating as of March 31, 2026

(excluding development and redevelopment properties).

We currently anticipate incurring approximately $145 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 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.

As of March 31, 2026, the retail and office portions of the 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 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.

As of March 31, 2026, we have incurred $17.0 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

The Company has an existing share repurchase program under which it may repurchase, from time to time, up to a maximum of $300.0 million of its common shares (the “Share Repurchase Program”).

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 increased the size of the program from $150.0 million to $300.0 million of our common shares, and in February 2026, further increased the size of the program from $300.0 million to $600.0 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.

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.

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 three months ended March 31, 2026 , the Company repurchased approximately 6.0 million common shares at an average price per share of $25.19 for a total of $152.3 million.

As of March 31, 2026, $200.0 million remained available for repurchases of common shares under the Company’s Share Repurchase Program.

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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Commitments under Ground Leases.

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

We are obligated under 11 ground leases for approximately 98 acres of land as of March 31, 2026.

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.

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

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

The following table summarizes cash capital expenditures for our development and redevelopment projects and other capital expenditures for the three months ended March 31, 2026 (in thousands) :

Three Months Ended

March 31, 2026

Active development and redevelopment projects $ 5,476

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

If we had experienced a 10% reduction in development and redevelopment activities without a corresponding decrease in indirect project costs, we would have recorded additional expense of $0.2 million for the nine months ended September 30, 2025.

If we had experienced a 10% reduction in development and redevelopment activities without a corresponding decrease in indirect project costs, we would have recorded additional expense of $0.1 million for the three months ended March 31, 2026.

Debt Maturities

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) :

The following table summarizes the scheduled maturities and principal amortization of the Company’s consolidated indebtedness as of March 31, 2026, presented on a calendar year basis (in thousands) :

Principal Payments Term

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

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

These ratings did not change as of March 31, 2026.

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

As of March 31, 2026, we had cash, cash equivalents and restricted cash of $223.1 million.

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

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 in time, occasionally such cash and

investments may temporarily exceed the Federal Deposit Insurance Corporation and the Securities Investor Protection Corporation insurance limits.

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

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

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

Comparison of the Three Months Ended March 31, 2026 to the Three Months Ended March 31, 2025

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

Nine Months Ended September 30,

Three Months Ended March 31,

2026 2025 Change

Net cash provided by operating activities $ 49,767 $ 74,060 $ (24,293)

Net cash provided by (used in) investing activities 179,814 (469,459) 649,273

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

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

Net cash (used in) provided by investing activities (24,521) 227,837 (252,358)

Net cash used in financing activities (280,492) (380,317) 99,825

Decrease in cash, cash equivalents and restricted cash (255,246) (78,420) (176,826)

Cash, cash equivalents and restricted cash, at beginning of period 478,391 133,552

Cash, cash equivalents and restricted cash, at end of period $ 223,145 $ 55,132

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 $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.

Cash provided by operating activities was $49.8 million for the three months ended March 31, 2026 and $74.1 million for the same period of 2025.

The cash flows were negatively impacted by a decrease in net operating income and changes to other working capital accounts.

Cash used in investing activities was $24.5 million for the three months ended March 31, 2026 compared to cash provided by investing activities of $227.8 million for the same period of 2025.

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

• 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 $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.

• We acquired a vacant land parcel in the Indianapolis MSA and made acquisition deposits totaling $7.9 million during the three months ended March 31, 2026 compared to the acquisition of Village Commons and an acquisition deposit related to the purchase of Legacy West totaling $78.3 million during the three months ended March 31, 2025;

• Capital expenditures decreased by $9.7 million primarily related to the timing of capital projects;

• We received net proceeds of $15.5 million from the sale of Coram Plaza and a land parcel and the rights to develop 14 residential units at the One Loudoun Expansion during the three months ended March 31, 2026.

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

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

• We received a distribution of $0.4 million from an unconsolidated joint venture during the three months ended March 31, 2026;

• During the three months ended March 31, 2025, we contributed $2.0 million to an unconsolidated joint venture 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 $280.5 million for the three months ended March 31, 2026 and $380.3 million for the same period of 2025.

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 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.

• We borrowed $237.0 million on the Revolving Facility during the three months ended March 31, 2026 compared to borrowings of $103.0 million on the Revolving Facility during the three months ended March 31, 2025;

• We repaid the following during the three months ended March 31, 2026:

(i) $269.0 million of borrowings on the Revolving Facility and (ii) $1.3 million of mortgages payable compared to the following repayments during the three months ended March 31, 2025:

(i) $350.0 million principal balance of the 4.00% senior unsecured notes that matured on March 15, 2025, (ii) $69.0 million of borrowings on the Revolving Facility, and (iii) $1.3 million of mortgages payable;

• We paid $152.4 million, including commissions, to repurchase common shares through our Share Repurchase Program during the three months ended March 31, 2026.

We did not repurchase any shares during the three months ended March 31, 2025;

• We made distributions to common shareholders and holders of common partnership interests in the Operating Partnership of $93.1 million during the three months ended March 31, 2026 compared to distributions of $61.8 million during the three months ended March 31, 2025.

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 September 30, 2025.

There were no changes made by management to the critical accounting policies in the three months ended March 31, 2026.

We discuss the most critical estimates in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 17, 2026.

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