Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
KITE REALTY GROUP TRUST
Consolidated Balance Sheets
(Unaudited)
(in thousands, except share and per share data)
June 30,
2026 December 31,
2025
Assets:
Investment properties, at cost $ 6,849,310 $ 7,003,479
Less: accumulated depreciation ( 1,713,358 ) ( 1,656,191 )
Net investment properties 5,135,952 5,347,288
Cash and cash equivalents 144,578 36,761
Tenant and other receivables, including accrued straight-line rent of $ 72,489
and $ 70,940 , respectively
129,860 127,865
Restricted cash and escrow deposits 176,831 441,605
Deferred costs, net 178,173 181,553
Prepaid and other assets 90,127 93,913
Investments in unconsolidated joint ventures 410,691 364,407
Assets associated with investment properties held for sale — 71,105
Total assets $ 6,266,212 $ 6,664,497
Liabilities and Equity:
Liabilities:
Mortgage and other indebtedness, net $ 2,842,758 $ 3,025,478
Accounts payable and accrued expenses 170,304 221,118
Deferred revenue and other liabilities 232,622 221,813
Liabilities associated with investment properties held for sale — 4,314
Total liabilities 3,245,684 3,472,723
Commitments and contingencies
Limited Partners’ interests in the Operating Partnership 150,634 116,245
Equity:
Common shares, $ 0.01 par value, 490,000,000 shares authorized,
200,346,933 and 208,979,900 shares issued and outstanding at
June 30, 2026 and December 31, 2025, respectively
2,003 2,090
Additional paid-in capital 4,355,759 4,612,280
Accumulated other comprehensive income 19,568 23,079
Accumulated deficit ( 1,508,134 ) ( 1,563,840 )
Total shareholders’ equity 2,869,196 3,073,609
Noncontrolling interests 698 1,920
Total equity 2,869,894 3,075,529
Total liabilities and equity $ 6,266,212 $ 6,664,497
The accompanying notes are an integral part of these consolidated financial statements.
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KITE REALTY GROUP TRUST
Consolidated Statements of Operations and Comprehensive Income
(Unaudited)
(in thousands, except share and per share data)
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Revenue:
Rental income $ 193,314 $ 211,182 $ 391,356 $ 430,354
Other property-related revenue 1,566 1,355 2,925 2,835
Fee income 1,378 853 2,674 1,278
Total revenue 196,258 213,390 396,955 434,467
Expenses:
Property operating 28,495 28,881 59,611 58,707
Real estate taxes 24,478 26,651 49,302 54,412
General, administrative and other 14,543 13,390 28,493 25,648
Depreciation and amortization 81,604 97,887 164,095 196,118
Impairment charges 980 — 6,868 —
Total expenses 150,100 166,809 308,369 334,885
Other (expense) income:
Interest expense ( 31,743 ) ( 34,052 ) ( 63,439 ) ( 67,006 )
Income tax expense of taxable REIT subsidiaries ( 426 ) ( 199 ) ( 821 ) ( 209 )
Gain on sales of operating properties, net 87,727 103,022 87,727 103,113
Net gains from outlot sales 1,364 — 2,403 —
Gain on deconsolidation of joint venture 60,625 — 60,625 —
Equity in loss of unconsolidated joint ventures ( 1,344 ) ( 3,238 ) ( 3,560 ) ( 3,845 )
Other income, net 3,169 485 5,741 5,228
Net income 165,530 112,599 177,262 136,863
Net income attributable to noncontrolling interests ( 4,226 ) ( 2,281 ) ( 4,564 ) ( 2,815 )
Net income attributable to common shareholders $ 161,304 $ 110,318 $ 172,698 $ 134,048
Net income per common share – basic $ 0.80 $ 0.50 $ 0.85 $ 0.61
Net income per common share – diluted $ 0.79 $ 0.50 $ 0.84 $ 0.61
Weighted average common shares outstanding – basic 202,231,374 219,835,322 203,949,318 219,775,829
Weighted average common shares outstanding – diluted 203,198,303 219,949,868 204,651,324 219,888,939
Net income $ 165,530 $ 112,599 $ 177,262 $ 136,863
Change in fair value of derivatives ( 1,823 ) ( 3,991 ) ( 3,523 ) ( 8,271 )
Total comprehensive income 163,707 108,608 173,739 128,592
Comprehensive income attributable to noncontrolling
interests
( 4,187 ) ( 2,200 ) ( 4,552 ) ( 2,759 )
Comprehensive income attributable to the Company $ 159,520 $ 106,408 $ 169,187 $ 125,833
The accompanying notes are an integral part of these consolidated financial statements.
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KITE REALTY GROUP TRUST
Consolidated Statements of Shareholders’ Equity
(Unaudited)
(in thousands, except share data)
Common Shares Additional
Paid-in Capital Accumulated
Other
Comprehensive
Income (Loss) Accumulated
Deficit Total
Shares Amount
Balance at December 31, 2025 208,979,900 $ 2,090 $ 4,612,280 $ 23,079 $ ( 1,563,840 ) $ 3,073,609
Stock compensation activity 125,478 1 1,610 — — 1,611
Shares repurchased through Share Repurchase
Program
( 6,046,401 ) ( 60 ) ( 152,362 ) — — ( 152,422 )
Other comprehensive loss — — — ( 1,727 ) — ( 1,727 )
Distributions to common shareholders — — — — ( 58,891 ) ( 58,891 )
Net income attributable to common
shareholders
— — — — 11,394 11,394
Adjustment to redeemable noncontrolling
interests
— — ( 16,178 ) — — ( 16,178 )
Balance at March 31, 2026 203,058,977 $ 2,031 $ 4,445,350 $ 21,352 $ ( 1,611,337 ) $ 2,857,396
Stock compensation activity 41,007 — 3,547 — — 3,547
Shares repurchased through Share Repurchase
Program
( 2,753,051 ) ( 28 ) ( 75,685 ) — — ( 75,713 )
Other comprehensive loss — — — ( 1,784 ) — ( 1,784 )
Distributions to common shareholders — — — — ( 58,101 ) ( 58,101 )
Net income attributable to common
shareholders
— — — — 161,304 161,304
Adjustment to redeemable noncontrolling
interests
— — ( 17,453 ) — — ( 17,453 )
Balance at June 30, 2026 200,346,933 $ 2,003 $ 4,355,759 $ 19,568 $ ( 1,508,134 ) $ 2,869,196
Balance at December 31, 2024 219,667,067 $ 2,197 $ 4,868,554 $ 36,612 $ ( 1,595,253 ) $ 3,312,110
Stock compensation activity 145,233 1 1,449 — — 1,450
Other comprehensive loss — — — ( 4,305 ) — ( 4,305 )
Distributions to common shareholders — — — — ( 59,349 ) ( 59,349 )
Net income attributable to common
shareholders
— — — — 23,730 23,730
Adjustment to redeemable noncontrolling
interests
— — ( 5,683 ) — — ( 5,683 )
Balance at March 31, 2025 219,812,300 $ 2,198 $ 4,864,320 $ 32,307 $ ( 1,630,872 ) $ 3,267,953
Stock compensation activity 45,893 — 3,178 — — 3,178
Other comprehensive loss — — — ( 3,910 ) — ( 3,910 )
Distributions to common shareholders — — — — ( 59,361 ) ( 59,361 )
Net income attributable to common
shareholders
— — — — 110,318 110,318
Adjustment to redeemable noncontrolling
interests
— — ( 462 ) — — ( 462 )
Balance at June 30, 2025 219,858,193 $ 2,198 $ 4,867,036 $ 28,397 $ ( 1,579,915 ) $ 3,317,716
The accompanying notes are an integral part of these consolidated financial statements.
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KITE REALTY GROUP TRUST
Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
Six Months Ended June 30,
2026 2025
Cash flows from operating activities:
Net income $ 177,262 $ 136,863
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 167,656 199,451
Gain on sales of operating properties, net ( 87,727 ) ( 103,113 )
Net gains from outlot sales ( 2,403 ) —
Gain on deconsolidation of joint venture ( 60,625 ) —
Impairment charges 6,868 —
Straight-line rent ( 4,384 ) ( 5,074 )
Compensation expense for equity awards 5,911 5,220
Amortization of debt fair value adjustments ( 2,722 ) ( 3,551 )
Amortization of in-place lease liabilities ( 3,181 ) ( 5,107 )
Equity in loss of unconsolidated joint ventures 3,560 3,845
Distributions from unconsolidated joint ventures 12,124 630
Changes in assets and liabilities:
Tenant receivables 1,988 1,712
Deferred costs and other assets ( 7,496 ) ( 10,540 )
Accounts payable, accrued expenses, deferred revenue and other liabilities ( 30,288 ) ( 13,442 )
Net cash provided by operating activities 176,543 206,894
Cash flows from investing activities:
Acquisition of real estate ( 143,222 ) ( 67,854 )
Capital expenditures ( 70,279 ) ( 83,290 )
Net proceeds from outlot sales 6,703 —
Net proceeds from sales of operating properties 315,987 232,523
Investments in unconsolidated joint ventures — ( 253,924 )
Proceeds from short-term deposits — 350,000
Change in cash from deconsolidation of joint venture ( 2,029 ) —
Distributions from unconsolidated joint ventures 386 2,780
Capital contributions to unconsolidated joint ventures ( 310 ) ( 2,205 )
Net cash provided by investing activities 107,236 178,030
Cash flows from financing activities:
Proceeds from issuance of common shares, net 41 36
Repurchases of common shares upon the vesting of restricted shares ( 1,450 ) ( 1,171 )
Shares repurchased through Share Repurchase Program ( 198,135 ) —
Debt and equity issuance costs ( 177 ) ( 2,893 )
Loan proceeds 319,000 696,539
Loan payments ( 406,673 ) ( 900,608 )
Distributions paid – common shareholders ( 148,974 ) ( 118,659 )
Distributions paid – redeemable noncontrolling interests ( 4,238 ) ( 3,758 )
Distributions to noncontrolling interests ( 155 ) ( 127 )
Net cash used in financing activities ( 440,761 ) ( 330,641 )
Net change in cash, cash equivalents and restricted cash ( 156,982 ) 54,283
Cash, cash equivalents and restricted cash, beginning of period 478,391 133,552
Cash, cash equivalents and restricted cash, end of period $ 321,409 $ 187,835
Non-cash investing and financing activities:
Accrued capital expenditures and tenant improvements $ 42 $ 2,697
Accrued share repurchase through Share Repurchase Program $ 30,000 $ —
Reduction in consolidated indebtedness from deconsolidation of joint venture $ 95,095 $ —
Contribution of land to unconsolidated joint venture $ 6,939 $ —
Contribution of real estate and working capital in exchange for equity investment in
unconsolidated joint venture
$ — $ 122,622
The accompanying notes are an integral part of these consolidated financial statements.
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KITE REALTY GROUP, L.P. AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
(in thousands, except unit data)
June 30,
2026 December 31,
2025
Assets:
Investment properties, at cost $ 6,849,310 $ 7,003,479
Less: accumulated depreciation ( 1,713,358 ) ( 1,656,191 )
Net investment properties 5,135,952 5,347,288
Cash and cash equivalents 144,578 36,761
Tenant and other receivables, including accrued straight-line rent of $ 72,489
and $ 70,940 , respectively
129,860 127,865
Restricted cash and escrow deposits 176,831 441,605
Deferred costs, net 178,173 181,553
Prepaid and other assets 90,127 93,913
Investments in unconsolidated joint ventures 410,691 364,407
Assets associated with investment properties held for sale — 71,105
Total assets $ 6,266,212 $ 6,664,497
Liabilities and Equity:
Liabilities:
Mortgage and other indebtedness, net $ 2,842,758 $ 3,025,478
Accounts payable and accrued expenses 170,304 221,118
Deferred revenue and other liabilities 232,622 221,813
Liabilities associated with investment properties held for sale — 4,314
Total liabilities 3,245,684 3,472,723
Commitments and contingencies
Limited Partners’ interests in the Operating Partnership 150,634 116,245
Partners’ Equity:
Common equity, 200,346,933 and 208,979,900 units issued and outstanding
at June 30, 2026 and December 31, 2025, respectively
2,849,628 3,050,530
Accumulated other comprehensive income 19,568 23,079
Total Partners’ equity 2,869,196 3,073,609
Noncontrolling interests 698 1,920
Total equity 2,869,894 3,075,529
Total liabilities and equity $ 6,266,212 $ 6,664,497
The accompanying notes are an integral part of these consolidated financial statements.
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KITE REALTY GROUP, L.P. AND SUBSIDIARIES
Consolidated Statements of Operations and Comprehensive Income
(Unaudited)
(in thousands, except unit and per unit data)
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Revenue:
Rental income $ 193,314 $ 211,182 $ 391,356 $ 430,354
Other property-related revenue 1,566 1,355 2,925 2,835
Fee income 1,378 853 2,674 1,278
Total revenue 196,258 213,390 396,955 434,467
Expenses:
Property operating 28,495 28,881 59,611 58,707
Real estate taxes 24,478 26,651 49,302 54,412
General, administrative and other 14,543 13,390 28,493 25,648
Depreciation and amortization 81,604 97,887 164,095 196,118
Impairment charges 980 — 6,868 —
Total expenses 150,100 166,809 308,369 334,885
Other (expense) income:
Interest expense ( 31,743 ) ( 34,052 ) ( 63,439 ) ( 67,006 )
Income tax expense of taxable REIT subsidiaries ( 426 ) ( 199 ) ( 821 ) ( 209 )
Gain on sales of operating properties, net 87,727 103,022 87,727 103,113
Net gains from outlot sales 1,364 — 2,403 —
Gain on deconsolidation of joint venture 60,625 — 60,625 —
Equity in loss of unconsolidated joint ventures ( 1,344 ) ( 3,238 ) ( 3,560 ) ( 3,845 )
Other income, net 3,169 485 5,741 5,228
Net income 165,530 112,599 177,262 136,863
Net income attributable to noncontrolling interests ( 56 ) ( 81 ) ( 126 ) ( 151 )
Net income attributable to common unitholders $ 165,474 $ 112,518 $ 177,136 $ 136,712
Allocation of net income:
Limited Partners $ 4,170 $ 2,200 $ 4,438 $ 2,664
Parent Company 161,304 110,318 172,698 134,048
$ 165,474 $ 112,518 $ 177,136 $ 136,712
Net income per common unit – basic $ 0.80 $ 0.50 $ 0.85 $ 0.61
Net income per common unit – diluted $ 0.79 $ 0.50 $ 0.84 $ 0.61
Weighted average common units outstanding – basic 207,539,135 224,684,910 209,131,933 224,451,187
Weighted average common units outstanding – diluted 208,506,064 224,799,456 209,833,939 224,564,297
Net income $ 165,530 $ 112,599 $ 177,262 $ 136,863
Change in fair value of derivatives ( 1,823 ) ( 3,991 ) ( 3,523 ) ( 8,271 )
Total comprehensive income 163,707 108,608 173,739 128,592
Comprehensive income attributable to noncontrolling
interests
( 56 ) ( 81 ) ( 126 ) ( 151 )
Comprehensive income attributable to common unitholders $ 163,651 $ 108,527 $ 173,613 $ 128,441
The accompanying notes are an integral part of these consolidated financial statements.
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KITE REALTY GROUP, L.P. AND SUBSIDIARIES
Consolidated Statements of Partners’ Equity
(Unaudited)
(in thousands)
General Partner Total
Common
Equity Accumulated
Other
Comprehensive
Income (Loss)
Balance at December 31, 2025 $ 3,050,530 $ 23,079 $ 3,073,609
Stock compensation activity 1,611 — 1,611
Units repurchased in connection with Share Repurchase Program ( 152,422 ) — ( 152,422 )
Other comprehensive loss attributable to Parent Company — ( 1,727 ) ( 1,727 )
Distributions to Parent Company ( 58,891 ) — ( 58,891 )
Net income attributable to Parent Company 11,394 — 11,394
Adjustment to redeemable noncontrolling interests ( 16,178 ) — ( 16,178 )
Balance at March 31, 2026 $ 2,836,044 $ 21,352 $ 2,857,396
Stock compensation activity 3,547 — 3,547
Units repurchased in connection with Share Repurchase Program ( 75,713 ) — ( 75,713 )
Other comprehensive loss attributable to Parent Company — ( 1,784 ) ( 1,784 )
Distributions to Parent Company ( 58,101 ) — ( 58,101 )
Net income attributable to Parent Company 161,304 — 161,304
Adjustment to redeemable noncontrolling interests ( 17,453 ) — ( 17,453 )
Balance at June 30, 2026 $ 2,849,628 $ 19,568 $ 2,869,196
Balance at December 31, 2024 $ 3,275,498 $ 36,612 $ 3,312,110
Stock compensation activity 1,450 — 1,450
Other comprehensive loss attributable to Parent Company — ( 4,305 ) ( 4,305 )
Distributions to Parent Company ( 59,349 ) — ( 59,349 )
Net income attributable to Parent Company 23,730 — 23,730
Adjustment to redeemable noncontrolling interests ( 5,683 ) — ( 5,683 )
Balance at March 31, 2025 $ 3,235,646 $ 32,307 $ 3,267,953
Stock compensation activity 3,178 — 3,178
Other comprehensive loss attributable to Parent Company — ( 3,910 ) ( 3,910 )
Distributions to Parent Company ( 59,361 ) — ( 59,361 )
Net income attributable to Parent Company 110,318 — 110,318
Adjustment to redeemable noncontrolling interests ( 462 ) — ( 462 )
Balance at June 30, 2025 $ 3,289,319 $ 28,397 $ 3,317,716
The accompanying notes are an integral part of these consolidated financial statements.
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KITE REALTY GROUP, L.P. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
Six Months Ended June 30,
2026 2025
Cash flows from operating activities:
Net income $ 177,262 $ 136,863
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 167,656 199,451
Gain on sales of operating properties, net ( 87,727 ) ( 103,113 )
Net gains from outlot sales ( 2,403 ) —
Gain on deconsolidation of joint venture ( 60,625 ) —
Impairment charges 6,868 —
Straight-line rent ( 4,384 ) ( 5,074 )
Compensation expense for equity awards 5,911 5,220
Amortization of debt fair value adjustments ( 2,722 ) ( 3,551 )
Amortization of in-place lease liabilities ( 3,181 ) ( 5,107 )
Equity in loss of unconsolidated joint ventures 3,560 3,845
Distributions from unconsolidated joint ventures 12,124 630
Changes in assets and liabilities:
Tenant receivables 1,988 1,712
Deferred costs and other assets ( 7,496 ) ( 10,540 )
Accounts payable, accrued expenses, deferred revenue and other liabilities ( 30,288 ) ( 13,442 )
Net cash provided by operating activities 176,543 206,894
Cash flows from investing activities:
Acquisition of real estate ( 143,222 ) ( 67,854 )
Capital expenditures ( 70,279 ) ( 83,290 )
Net proceeds from outlot sales 6,703 —
Net proceeds from sales of operating properties 315,987 232,523
Investments in unconsolidated joint ventures — ( 253,924 )
Proceeds from short-term deposits — 350,000
Change in cash from deconsolidation of joint venture ( 2,029 ) —
Distributions from unconsolidated joint ventures 386 2,780
Capital contributions to unconsolidated joint ventures ( 310 ) ( 2,205 )
Net cash provided by investing activities 107,236 178,030
Cash flows from financing activities:
Contributions from the General Partner 41 36
Repurchases of common shares upon the vesting of restricted shares ( 1,450 ) ( 1,171 )
Units repurchased in connection with Share Repurchase Program ( 198,135 ) —
Debt and equity issuance costs ( 177 ) ( 2,893 )
Loan proceeds 319,000 696,539
Loan payments ( 406,673 ) ( 900,608 )
Distributions paid – common unitholders ( 148,974 ) ( 118,659 )
Distributions paid – redeemable noncontrolling interests ( 4,238 ) ( 3,758 )
Distributions to noncontrolling interests ( 155 ) ( 127 )
Net cash used in financing activities ( 440,761 ) ( 330,641 )
Net change in cash, cash equivalents and restricted cash ( 156,982 ) 54,283
Cash, cash equivalents and restricted cash, beginning of period 478,391 133,552
Cash, cash equivalents and restricted cash, end of period $ 321,409 $ 187,835
Non-cash investing and financing activities:
Accrued capital expenditures and tenant improvements $ 42 $ 2,697
Accrued Unit repurchase in connection with Share Repurchase Program $ 30,000 $ —
Reduction in consolidated indebtedness from deconsolidation of joint venture $ 95,095 $ —
Contribution of land to unconsolidated joint venture $ 6,939 $ —
Contribution of real estate and working capital in exchange for equity investment in
unconsolidated joint venture
$ — $ 122,622
The accompanying notes are an integral part of these consolidated financial statements.
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KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2026
(dollars in thousands, except share, per share, unit and per unit amounts and where indicated in millions or billions)
NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION
Kite Realty Group Trust (the “Parent Company”) is a publicly held real estate investment trust (“REIT”) that, through its majority-owned subsidiary, Kite Realty Group, L.P. (the “Operating Partnership”), owns interests in various operating subsidiaries and joint ventures engaged in the ownership, operation, acquisition, development, and redevelopment of high-quality, open-air, grocery-anchored shopping centers and vibrant mixed-use assets that are primarily located in high-growth Sun Belt markets and select strategic gateway markets in the United States. The terms “Company,” “we,” “us,” and “our” refer to the Parent Company and the Operating Partnership, collectively, and those entities owned or controlled by the Parent Company and/or the Operating Partnership.
The Operating Partnership was formed on August 16, 2004, when the Parent Company contributed properties and the net proceeds from an initial public offering (“IPO”) of shares of its common stock to the Operating Partnership. The Parent Company was organized in Maryland in 2004 to succeed in the acquisition, development, construction, and real estate businesses of its predecessor. We believe the Company qualifies as a REIT under sections 856-860 of the Internal Revenue Code of 1986, as amended (the “Code”).
The Parent Company is the sole general partner of the Operating Partnership and, as of June 30, 2026, owned approximately 97.4 % of the common partnership interests in the Operating Partnership (the “General Partner Units”). The remaining 2.6 % of the common partnership interests (the “Limited Partner Units” and, together with the General Partner Units, the “Common Units”) were owned by the limited partners. As the sole general partner of the Operating Partnership, the Parent Company has full, exclusive and complete responsibility and discretion in the day-to-day management and control of the Operating Partnership. The Parent Company and the Operating Partnership are operated as one enterprise. The management of the Parent Company consists of the same members as the management of the Operating Partnership. As the sole general partner with control of the Operating Partnership, the Parent Company consolidates the Operating Partnership for financial reporting purposes, and the Parent Company does not have any significant assets other than its investment in the Operating Partnership.
The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) may have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate to make the presentation not misleading. The unaudited consolidated financial statements as of June 30, 2026 and for the three and six months ended June 30, 2026 and 2025 include all adjustments, consisting of normal recurring adjustments, necessary in the opinion of management to present fairly the financial information set forth therein. The unaudited consolidated financial statements in this Form 10-Q should be read in conjunction with the audited consolidated financial statements and related notes thereto included in the combined Annual Report on Form 10-K of the Parent Company and the Operating Partnership for the year ended December 31, 2025.
The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reported period. Actual results could differ from those estimates. The results of operations for the interim periods are not necessarily indicative of the results that may be expected on an annual basis.
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As of June 30, 2026, the Company’s portfolio consisted of the following:
Properties Square Footage
Operating retail/mixed-use properties 155 23,823,958
Operating retail/mixed-use properties – unconsolidated joint ventures
8 2,146,891
Total operating retail/mixed-use properties (1)
163 25,970,849
Standalone office properties (2)
2 413,221
Development and redevelopment projects:
One Loudoun Expansion — 119,000
One Loudoun Phase 2 Apartments — —
Hamilton Crossing Centre 1 —
Edwards Multiplex – Ontario 1 124,614
(1) Included within the operating retail/mixed-use properties are 11 properties that contain an office component. Excludes Eastgate Crossing, a 152,682 square foot multi-tenant retail property in the Durham-Chapel Hill metropolitan statistical area (“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.
(2) Standalone office properties include the Company’s headquarters at 30 South Meridian and the Carillon medical office building.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Components of Investment Properties
The following table summarizes the composition of the Company’s investment properties as of June 30, 2026 and December 31, 2025 (in thousands) :
June 30, 2026 December 31, 2025
Land, buildings and improvements $ 6,783,659 $ 6,938,588
Construction in progress 65,651 64,891
Investment properties, at cost $ 6,849,310 $ 7,003,479
Components of Rental Income, including Allowance for Uncollectible Accounts
Rental income related to the Company’s operating leases is comprised of the following for the three and six months ended June 30, 2026 and 2025 (in thousands) :
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Fixed contractual lease payments – operating leases $ 155,614 $ 167,569 $ 310,696 $ 336,408
Variable lease payments – operating leases 35,223 41,176 76,441 87,466
Bad debt reserve ( 1,824 ) ( 1,625 ) ( 3,346 ) ( 3,701 )
Straight-line rent adjustments 2,336 2,709 4,586 5,496
Straight-line rent reserve for uncollectibility 279 ( 216 ) ( 202 ) ( 422 )
Amortization of in-place lease liabilities, net 1,686 1,569 3,181 5,107
Rental income $ 193,314 $ 211,182 $ 391,356 $ 430,354
The Company makes estimates as to the collectability of its accounts receivable. In making these estimates, the Company reviews a variety of qualitative and quantitative data and considers such factors as the credit quality of the tenant, historical write-off experience, tenant creditworthiness, and current economic trends, to make a subjective determination. An allowance for uncollectible accounts, including future credit losses of the accrued straight-line rent receivables, is maintained for estimated losses resulting from the inability of certain tenants to meet contractual obligations under their lease agreements.
Consolidation and Investments in Joint Ventures
The accompanying financial statements are presented on a consolidated basis and include all accounts of the Parent Company, the Operating Partnership, the taxable REIT subsidiaries (“TRSs”) of the Operating Partnership, subsidiaries of the Operating Partnership that are controlled, and any variable interest entities (“VIEs”) in which the Operating Partnership is the
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primary beneficiary. As of June 30, 2026, we owned investments in one consolidated joint venture that was a VIE in which the partner did not have substantive participating rights, and we were the primary beneficiary. As of June 30, 2026, this consolidated VIE had mortgage debt of $ 11.0 million, which was secured by assets of the VIE. The Operating Partnership guarantees the mortgage debt of this VIE.
The Operating Partnership is considered a VIE as the limited partners do not hold kick-out rights or substantive participating rights. The Parent Company consolidates the Operating Partnership as it is the primary beneficiary.
Income Taxes and REIT Compliance
Parent Company
The Parent Company has been organized and operated, and it intends to continue to operate, in a manner that will enable it to maintain its qualification as a REIT for U.S. federal income tax purposes. As a result, it generally will not be subject to U.S. federal income tax on the earnings that it distributes to the extent it distributes its “REIT taxable income” (determined before the deduction for dividends paid and excluding net capital gains) to shareholders of the Parent Company and meets certain other requirements on a recurring basis. To the extent that it satisfies this distribution requirement but distributes less than 100% of its taxable income, it will be subject to U.S. federal income tax on its undistributed REIT taxable income at regular corporate income tax rates. REITs are subject to a number of organizational and operational requirements. If the Parent Company fails to qualify as a REIT in any taxable year, it will be subject to U.S. federal income tax on its taxable income at regular corporate income tax rates for a period of four years following the year in which qualification is lost. Additionally, we may also be subject to certain taxes enacted by the Inflation Reduction Act of 2022 that are applicable to non-REIT corporations, including the nondeductible 1% excise tax on certain stock repurchases. We may also be subject to certain U.S. federal, state, and local taxes on our income and property and to U.S. federal income and excise taxes on our undistributed taxable income even if the Parent Company does qualify as a REIT. The Operating Partnership intends to continue to make distributions to the Parent Company in amounts sufficient to assist the Parent Company in adhering to REIT requirements and maintaining its REIT status.
We have elected to treat Kite Realty Holdings, LLC and IWR Protective Corporation as TRSs of the Operating Partnership, and we may elect to treat other subsidiaries as TRSs in the future. This election enables us to receive income and provide services that would otherwise be impermissible for a REIT. Deferred tax assets and liabilities are established for temporary differences between the financial reporting bases and the tax bases of assets and liabilities at the tax rates expected to be in effect when the temporary differences reverse. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized.
Operating Partnership
The allocated share of income and loss, other than the operations of our TRSs, is included in the income tax returns of the Operating Partnership’s partners. Accordingly, the only U.S. federal income taxes included in the accompanying consolidated financial statements are in connection with the TRSs.
Noncontrolling Interests
We report the non-redeemable noncontrolling interests in subsidiaries as equity, and the amount of consolidated net income attributable to these noncontrolling interests is set forth separately in the accompanying consolidated financial statements. The following table summarizes the non-redeemable noncontrolling interests in consolidated properties for the six months ended June 30, 2026 and 2025 (in thousands) :
Six Months Ended June 30,
2026 2025
Noncontrolling interests balance as of January 1, $ 1,920 $ 1,893
Net income allocable to noncontrolling interests, excluding redeemable noncontrolling interests 126 151
Distributions to noncontrolling interests ( 155 ) ( 127 )
Deconsolidation of joint venture ( 1,193 ) —
Noncontrolling interests balance as of June 30,
$ 698 $ 1,917
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Noncontrolling Interests – Joint Venture
Prior to the merger with Retail Properties of America, Inc. (“RPAI”) in October 2021, RPAI entered into a joint venture (the “One Loudoun Residential Joint Venture”), which initially related to the development, ownership, and operation of the multifamily rental portion of the expansion project at One Loudoun Downtown – Pads G & H in the Washington, D.C. MSA (the “One Loudoun Phase 1 Apartments”). The Company owned 90 % of the One Loudoun Residential Joint Venture through May 28, 2026.
Under terms defined in the joint venture agreement, after construction completion and stabilization of the One Loudoun Phase 1 Apartments, the Company had the ability to call, and the joint venture partner had the ability to put to the Company, subject to certain conditions, the joint venture partner’s interest in the joint venture at fair value. Although the conditions for exercising the put and call options had been met, neither the Company nor the joint venture partner exercised their respective options.
Prior to May 28, 2026, the joint venture was considered a VIE primarily because the Company’s joint venture partner did not have substantive kick-out rights or substantive participating rights. The Company was considered the primary beneficiary as it had a controlling financial interest in the joint venture. As such, the Company consolidated this joint venture and presented the joint venture partner’s interests as noncontrolling interests through May 28, 2026.
On May 28, 2026, the Company and the joint venture partner amended the joint venture agreement to form a new wholly owned subsidiary entity of the One Loudoun Residential Joint Venture that will develop, construct, and operate a second multifamily rental building consisting of 429 apartment units and ground-floor retail space (the “One Loudoun Phase 2 Apartments”) while continuing to own and operate the One Loudoun Phase 1 Apartments. Under the terms of the amended joint venture agreement, substantive participating rights were granted to the joint venture partner, including approval rights over annual operating budgets, construction contracts, and project schedules, including any material amendments. As a result, the Company concluded that it no longer had a controlling financial interest in the joint venture.
Accordingly, the Company deconsolidated the One Loudoun Residential Joint Venture effective May 28, 2026 and began accounting for its retained ownership interest in this joint venture under the equity method of accounting. Upon deconsolidation, the Company derecognized the assets; liabilities, including the $ 95.1 million mortgage payable associated with the One Loudoun Phase 1 Apartments; and noncontrolling interests of the joint venture, recognized its retained investment at fair value, and recognized a gain on deconsolidation of $ 60.6 million during the three months ended June 30, 2026, which is reflected in “Gain on deconsolidation of joint venture” in the accompanying consolidated statements of operations and comprehensive income.
Redeemable Noncontrolling Interests – Limited Partners
Limited Partner Units are redeemable noncontrolling interests in the Operating Partnership. We classify redeemable noncontrolling interests in the Operating Partnership outside of permanent equity in the accompanying consolidated balance sheets because we may be required to pay cash to holders of Limited Partner Units upon redemption of their interests in the Operating Partnership or deliver registered shares upon their conversion. The carrying amount of the redeemable noncontrolling interests in the Operating Partnership is reflected at the greater of historical book value or redemption value with a corresponding adjustment to additional paid-in capital. As of June 30, 2026 and December 31, 2025, the redemption value of the redeemable noncontrolling interests in the Operating Partnership exceeded the historical book value, and the balances were accordingly adjusted to redemption value.
We allocate net operating results of the Operating Partnership after noncontrolling interests in the consolidated properties based on the partners’ respective weighted average ownership interests. We adjust the redeemable noncontrolling interests in the Operating Partnership at the end of each reporting period to reflect their interests in the Operating Partnership or redemption value. This adjustment is reflected in our shareholders’ and Parent Company’s equity. For the three and six months ended June 30, 2026 and 2025, the weighted average interests of the Parent Company and the limited partners in the Operating Partnership were as follows:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Parent Company’s weighted average interest in the Operating Partnership 97.4 % 97.8 % 97.5 % 97.9 %
Limited partners’ weighted average interests in the Operating Partnership 2.6 % 2.2 % 2.5 % 2.1 %
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As of June 30, 2026, the Parent Company’s interest and the limited partners’ redeemable noncontrolling ownership interests in the Operating Partnership were 97.4 % and 2.6 %, respectively. As of December 31, 2025, the Parent Company’s interest and the limited partners’ redeemable noncontrolling ownership interests in the Operating Partnership were 97.7 % and 2.3 %, respectively.
Concurrent with the Parent Company’s IPO and related formation transactions, certain individuals received Limited Partner Units of the Operating Partnership in exchange for their interests in certain properties. The limited partners have the right to redeem Limited Partner Units for cash or, at the Parent Company’s election, common shares of the Parent Company in an amount equal to the market value of an equivalent number of common shares of the Parent Company at the time of redemption. Such common shares must be registered, which is not fully in the Parent Company’s control. Therefore, the limited partners’ interest is not reflected within permanent equity. The Parent Company also has the right to redeem the Limited Partner Units directly from the limited partner in exchange for either cash in the amount specified above or a number of its common shares equal to the number of Limited Partner Units being redeemed.
There were 5,307,761 and 4,849,588 Limited Partner Units outstanding as of June 30, 2026 and December 31, 2025, respectively. The increase in Limited Partner Units outstanding from December 31, 2025 is due to non-cash compensation awards granted to our executive officers in the form of Limited Partner Units.
The redeemable noncontrolling interests in the Operating Partnership for the six months ended June 30, 2026 and 2025 were as follows (in thousands) :
Six Months Ended June 30,
2026 2025
Redeemable noncontrolling interests balance as of January 1, $ 116,245 $ 98,074
Net income allocable to redeemable noncontrolling interests 4,438 2,664
Distributions declared to redeemable noncontrolling interests ( 3,668 ) ( 3,936 )
Other, net including adjustments to redemption value 33,619 6,089
Total limited partners’ interests in the Operating Partnership balance as of June 30,
$ 150,634 $ 102,891
Fair Value Measurements
We follow the framework established under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures , for measuring the fair value of non-financial assets and liabilities that are not required or permitted to be measured at fair value on a recurring basis but only in certain circumstances, such as a business combination or upon determination of an impairment.
Assets and liabilities recorded at fair value in the accompanying consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows:
• Level 1 fair value inputs are quoted prices in active markets for identical instruments to which we have access.
• Level 2 fair value inputs are inputs other than quoted prices included in Level 1 that are observable for similar instruments, either directly or indirectly, and appropriately consider counterparty creditworthiness in the valuation.
• Level 3 fair value inputs reflect our best estimate of inputs and assumptions market participants would use in pricing an instrument at the measurement date. The inputs are unobservable in the market and significant to the valuation estimate.
In instances where the determination of the fair value measurement is based upon inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
New Accounting Pronouncements
In November 2024, the FASB issued Accounting Standards Update 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses . This guidance requires public entities to disclose, in a tabular format, the amounts of certain natural expenses included within relevant expense captions presented on the face of the income statement and provide additional disclosures
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about selling expenses. The disclosure requirements are effective for annual reporting periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted, and may be applied either prospectively or retrospectively. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures.
NOTE 3. ACQUISITIONS
The Company closed on the following wholly owned asset acquisitions via Code Section 1031 tax-deferred exchanges (a “1031 Exchange”) during the six months ended June 30, 2026 (dollars in thousands) :
Date Property Name Ownership Interest MSA Property Type Retail
Square Footage Acquisition
Price
May 11, 2026 Chastain Market (1)
100 % Atlanta Multi-tenant retail
& office 79,517 $ 71,000
May 21, 2026 Founders Square 100 % Naples, FL Multi-tenant retail 66,360 65,000
145,877 $ 136,000
(1) Chastain Market also contains 27,699 square feet of office space.
In addition, on March 23, 2026, the Company acquired vacant land in the Indianapolis MSA for a purchase price of $ 7.8 million.
The Company closed on the following wholly owned and unconsolidated asset acquisitions during the six months ended June 30, 2025 (dollars in thousands) :
Date Property Name Ownership Interest MSA Property Type Retail
Square Footage Acquisition
Price
January 15, 2025 Village Commons 100 % Miami Multi-tenant retail 170,976 $ 68,400
April 28, 2025 Legacy West (1)
52 % Dallas/Ft. Worth Multi-tenant retail, office & multifamily 342,011 408,200
512,987 $ 476,600
(1) Legacy West also contains 443,553 square feet of office space and 782 multifamily units.
The above acquisitions were funded using a combination of available cash on hand, proceeds from dispositions, and borrowings on the Company’s unsecured revolving line of credit. Substantially all of the purchase price was allocated to investment properties and lease-related intangible assets and liabilities based on their estimated fair values.
In March 2025, the Company entered into a joint venture with a leading global investment firm (the “Legacy West Joint Venture”), and on April 28, 2025, the joint venture acquired Legacy West for a gross purchase price of $ 785.0 million, including the assumption of $ 304.0 million of debt with an interest rate of 3.80 %. The Company owns 52 % of the equity in the Legacy West Joint Venture, which is being accounted for pursuant to the equity method of accounting. The Company’s share of the purchase price is $ 408.2 million, and the acquisition was initially funded with borrowings of $ 255.0 million on the Company’s unsecured revolving line of credit. See Note 5 to the accompanying consolidated financial statements for details of the Legacy West Joint Venture.
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NOTE 4. DISPOSITIONS AND IMPAIRMENT CHARGES
The Company closed on the following dispositions during the six months ended June 30, 2026 (dollars in thousands) :
Date Property Name MSA Property Type Square
Footage Sales Price Gain (Loss)
March 5, 2026 Coram Plaza New York Multi-tenant retail 138,385 $ 12,500 $ 62
June 5, 2026 Estero Town Commons – Lowe’s (1)
Fort Myers, FL Ground lease interest — 9,500 5,748
June 10, 2026 Commons at Temecula (2)
Riverside, CA Multi-tenant retail 292,078 77,000 23,478
June 10, 2026 Gateway Station (2)
College Station, TX Multi-tenant retail 125,406 31,500 12,216
June 10, 2026 Grapevine Crossing Dallas/Ft. Worth Multi-tenant retail 125,488 19,500 3,720
June 10, 2026 La Plaza Del Norte (2)
San Antonio Multi-tenant retail 320,102 72,709 25,914
June 10, 2026 Perimeter Woods Charlotte Multi-tenant retail 127,067 36,620 10,005
June 10, 2026 Winchester Commons (2)
Memphis Multi-tenant retail 93,077 17,171 8,384
June 25, 2026 City Center New York Multi-tenant retail 362,278 50,000 ( 1,630 )
1,583,881 $ 326,500 $ 87,897
(1) The Company sold the ground lease interest in one tenant at this existing multi-tenant operating retail property. The total number of properties in the Company’s portfolio was not affected by this transaction.
(2) Disposition proceeds, or a portion of the proceeds, are temporarily restricted related to a potential 1031 Exchange.
During the three months ended March 31, 2026 and June 30, 2026, the Company received net proceeds of $ 3.2 million and $ 3.5 million, respectively, and recognized gains of $ 1.0 million and $ 1.4 million, respectively, in connection with the sale of the second and third phases of a land parcel, including rights to develop 14 residential units for each phase, at the expansion project at One Loudoun Downtown (the “One Loudoun Expansion”) in the Washington, D.C. MSA.
The Company closed on the following dispositions during the six months ended June 30, 2025 (dollars in thousands) :
Date Property Name MSA Property Type Square
Footage Sales Price Gain (Loss)
April 4, 2025 Stoney Creek Commons Indianapolis Multi-tenant retail 84,094 $ 9,500 $ 4,802
June 25, 2025 Fullerton Metrocenter Los Angeles Multi-tenant retail 241,027 118,500 20,295
June 27, 2025 Denton Crossing (1)
Dallas/Ft. Worth Multi-tenant retail 343,345 81,593 35,636
June 27, 2025 Parkway Towne Crossing (1)
Dallas/Ft. Worth Multi-tenant retail 180,736 57,653 18,133
June 27, 2025 The Landing at Tradition (1)
Port St. Lucie, FL Multi-tenant retail 397,199 93,754 23,710
1,246,401 $ 361,000 $ 102,576
(1) The Company has retained a 52 % noncontrolling interest in this property.
During the three months ended June 30, 2025, the Company contributed three previously wholly owned properties, Denton Crossing, Parkway Towne Crossing, and The Landing at Tradition, valued at $ 233.0 million in the aggregate to a newly formed joint venture (the “Seed Asset Joint Venture”) (see Note 5 to the accompanying consolidated financial statements for further details), and received $ 112.1 million in gross proceeds for the 48 % interest in the Seed Asset Joint Venture acquired by the joint venture partner.
The Company calculated the gain on sale from the Seed Asset Joint Venture in accordance with ASC 606, Revenue from Contracts with Customers , and ASC 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets , which requires full gain recognition upon deconsolidation of a nonfinancial asset. The gain on sale was calculated as the fair value of each of the three properties (based upon the sales price for the 48 % interest acquired by the joint venture partner) less the aggregate carrying value. The Company’s retained 52 % equity method investment was recorded at fair value as of the transaction date, which equaled $ 120.9 million.
Investment Properties Held for Sale
As of June 30, 2026, no properties qualified for held-for-sale accounting treatment. As of December 31, 2025, City Center and Coram Plaza were classified as held for sale and the assets and liabilities associated with these properties were separately classified as held for sale in the accompanying consolidated balance sheets as of December 31, 2025. Coram Plaza and City Center were both sold subsequent to December 31, 2025.
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The following table presents the assets and liabilities associated with City Center and Coram Plaza, the investment properties that were classified as held for sale as of December 31, 2025 (in thousands) :
December 31, 2025
Assets
Investment properties, net $ 64,899
Tenant and other receivables 2,676
Restricted cash and escrow deposits 25
Deferred costs, net 3,088
Prepaid and other assets 417
Assets associated with investment properties held for sale $ 71,105
Liabilities
Accounts payable and accrued expenses $ 811
Deferred revenue and other liabilities 3,503
Liabilities associated with investment properties held for sale $ 4,314
There were no discontinued operations for the six months ended June 30, 2026 and 2025 as none of the dispositions or planned dispositions represented a strategic shift that has had, or will have, a material effect on our operations or financial results.
Valuation of Investment Properties
As of March 31, 2026, in connection with the preparation and review of the first quarter 2026 financial statements and in conjunction with classifying City Center as held for sale, we evaluated City Center for impairment and recorded a $ 5.9 million impairment charge based upon the terms and conditions of purchase offers received, indicating an estimated carrying value of $ 50.0 million, excluding working capital accounts, less estimated selling costs of $ 0.5 million. City Center was sold on June 25, 2026.
NOTE 5. INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES
The following table summarizes the Company’s investments in unconsolidated joint ventures as of June 30, 2026 and December 31, 2025 (dollars in thousands) :
Date of Investment Ownership Interest Investment at
Joint Venture June 30, 2026 December 31, 2025
Embassy Suites at Eddy Street Commons (1)
December 2017 35 % $ 8,969 $ 8,797
Nuveen Portfolio Joint Venture (2)
June 2018 20 % 5,673 5,552
Glendale Multifamily Joint Venture (3)
May 2020 11.5 % 25 409
The Corner – IN Joint Venture (4)
September 2021 50 % — —
Legacy West Joint Venture (5)
April 2025 52 % 217,903 230,093
Seed Asset Joint Venture (6)
June 2025 52 % 112,568 117,056
One Loudoun Residential Joint Venture (7)
May 2026 76.7 % 63,053 —
Other investments 2,500 2,500
$ 410,691 $ 364,407
(1) The Company formed a joint venture with an unrelated third party to develop and own an Embassy Suites hotel next to Eddy Street Commons, our operating retail property at the University of Notre Dame. The Company contributed $ 1.4 million in cash to the joint venture in return for a 35 % ownership interest. In 2017, the joint venture entered into a $ 33.8 million construction loan, which was repaid during the year ended December 31, 2025, of which the Company contributed $ 10.2 million, representing our 35 % share of the debt repaid.
(2) The Company formed a joint venture with Nuveen Real Estate, formerly known as TH Real Estate, and contributed three properties (Livingston Shopping Center, Plaza Volente, and Tamiami Crossing) to the joint venture, valued at $ 99.8 million in the aggregate, and, after considering third-party debt obtained by the joint venture upon formation, the Company contributed $ 10.0 million for a 20 % noncontrolling ownership interest in the joint venture. The Company is the operating member of the joint venture and earns fees for providing property management and leasing services.
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(3) The Company formed a joint venture with an unrelated third party for the planned development of a multifamily project adjacent to Glendale Town Center, our operating retail property in the Indianapolis MSA. The Company contributed land valued at $ 1.6 million to the joint venture and retained an 11.5 % ownership interest in the joint venture. The Company’s partner is the operating member of the joint venture. On January 31, 2024, the joint venture that owned Glendale Center Apartments sold the 267 -unit property to a third party, resulting in a gain on sale of $ 20.2 million. The Company recognized its share of the gain from the sale of unconsolidated property of $ 2.3 million and received a $ 1.6 million distribution upon the disposition of the property during 2024. The Company maintains an investment in the joint venture, which is in the process of winding up its activities and distributing remaining net assets.
(4) The Company formed a joint venture with an unrelated third party for the planned redevelopment of The Corner in the Indianapolis MSA into a mixed-use, multifamily, and retail project. The Company contributed land valued at $ 4.0 million to the joint venture and retained a 50 % ownership interest in the joint venture. During the three months ended March 31, 2025, we completed major development construction activities at The Corner – IN and reclassified the property from active development into our operating portfolio in March 2025.
(5) In March 2025, the Company entered into the Legacy West Joint Venture with a leading global investment firm, and on April 28, 2025, acquired Legacy West in the Dallas/Fort Worth MSA. See Note 3 to the accompanying consolidated financial statements for details on the acquisition. The Company owns 52 % of the equity in the Legacy West Joint Venture. The Company is the operating member of the joint venture, and an affiliate of the Company is the property manager responsible for the day-to-day management of Legacy West. The Company provides leasing, construction, and property management services to the Legacy West Joint Venture, for which it earns fees.
(6) In June 2025, the Company entered into a second joint venture with the global investment firm and contributed three previously wholly owned properties valued at $ 233.0 million in the aggregate for a 52 % noncontrolling interest in the Seed Asset Joint Venture. The Company is the operating member of the joint venture, and an affiliate of the Company is the property manager responsible for the day-to-day management of the three properties. The Company provides leasing, construction, and property management services to the Seed Asset Joint Venture, for which it earns fees.
(7) In May 2026, the Company and its joint venture partner amended the joint venture agreement of the One Loudoun Residential Joint Venture to form a new wholly owned subsidiary entity of the joint venture that will develop, construct, and operate a second multifamily project, One Loudoun Phase 2 Apartments. The Company contributed land and committed to fund estimated future proffer costs of $ 21.6 million as well as its equity in the One Loudoun Phase 1 Apartments. As part of the amended joint venture agreement and agreed upon contributions from the joint venture partner, the Company’s ownership percentage of the One Loudoun Residential Joint Venture decreased from 90 % to 76.7 % as of June 30, 2026, and its ownership percentage is expected to be reduced to 55 % over time as additional equity for the One Loudoun Phase 2 Apartments is required to be contributed by the joint venture partner. In addition, the joint venture entered into a $ 107.5 million construction loan to fund the One Loudoun Phase 2 Apartments. The Company’s partner is the managing member of the joint venture; however, the consent of both partners is required for major operating and financial decisions of the joint venture.
The Company and our joint venture partners each have substantive participating rights over major decisions that impact the economics and operations of the joint ventures. The Company has the ability to exercise significant influence but does not have financial or operating control over these investments, and as a result, the Company accounts for these investments pursuant to the equity method of accounting. Under the equity method, the net equity investment of the Company is reflected in the accompanying consolidated balance sheets, and the Company’s share of net income or loss from each unconsolidated joint venture is included in the accompanying consolidated statements of operations and comprehensive income. Distributions from these investments that are related to income from operations are included as operating activities, and distributions that are related to capital transactions are included in investing activities in the Company’s consolidated statements of cash flows.
NOTE 6. DEFERRED COSTS AND INTANGIBLES, NET
Deferred costs consist primarily of acquired lease intangible assets, broker fees, and capitalized internal commissions incurred in connection with lease originations. Deferred leasing costs, lease intangibles, and similar costs are amortized on a straight-line basis over the terms of the related leases. As of June 30, 2026 and December 31, 2025, deferred costs consisted of the following (in thousands) :
June 30, 2026 December 31, 2025
Acquired lease intangible assets $ 231,506 $ 260,108
Deferred leasing costs and other 92,465 91,550
323,971 351,658
Less: accumulated amortization ( 145,798 ) ( 167,017 )
$ 178,173 $ 184,641
Less: deferred costs associated with investment properties held for sale — ( 3,088 )
Deferred costs, net $ 178,173 $ 181,553
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The amortization of deferred leasing costs, lease intangibles and other is included within “Depreciation and amortization” in the accompanying consolidated statements of operations and comprehensive income. The amortization of above-market lease intangibles is included as a reduction to “Rental income” in the accompanying consolidated statements of operations and comprehensive income. The amounts of such amortization included in the accompanying consolidated statements of operations and comprehensive income are as follows (in thousands) :
Six Months Ended June 30,
2026 2025
Amortization of deferred leasing costs, lease intangibles and other $ 20,913 $ 35,742
Amortization of above-market lease intangibles $ 2,260 $ 4,221
NOTE 7. DEFERRED REVENUE, INTANGIBLES, NET AND OTHER LIABILITIES
Deferred revenue and other liabilities consist of (i) the unamortized fair value of below-market lease liabilities recorded in connection with purchase accounting, (ii) retainage payables for development and redevelopment projects, (iii) tenant rent payments received in advance of the month in which they are due, and (iv) lease liabilities. The amortization of below-market lease liabilities is recognized as revenue over the remaining life of the leases (including option periods for leases with below-market renewal options) through 2085. Tenant rent payments received in advance are recognized as revenue in the period to which they apply, which is typically the month following their receipt.
As of June 30, 2026 and December 31, 2025, deferred revenue, intangibles, net and other liabilities consisted of the following (in thousands) :
June 30, 2026 December 31, 2025
Unamortized in-place lease liabilities $ 101,628 $ 110,038
Retainage payables and other 39,587 18,479
Tenant rents received in advance 27,279 31,456
Lease liabilities 64,128 65,343
$ 232,622 $ 225,316
Less: deferred revenue associated with investment properties held for sale — ( 3,503 )
Deferred revenue and other liabilities $ 232,622 $ 221,813
The amortization of below-market lease liabilities is included as a component of “Rental income” in the accompanying consolidated statements of operations and comprehensive income and totaled $ 5.4 million and $ 12.9 million for the six months ended June 30, 2026 and 2025, respectively.
NOTE 8. MORTGAGE AND OTHER INDEBTEDNESS
The following table summarizes the Company’s indebtedness as of June 30, 2026 and December 31, 2025 (in thousands) :
June 30, 2026 December 31, 2025
Mortgages payable $ 45,169 $ 142,937
Senior unsecured notes 2,250,000 2,250,000
Unsecured term loans 550,000 550,000
Unsecured revolving line of credit — 85,000
2,845,169 3,027,937
Unamortized discounts and premiums, net 15,672 18,394
Unamortized debt issuance costs, net ( 18,083 ) ( 20,853 )
Mortgage and other indebtedness, net $ 2,842,758 $ 3,025,478
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Consolidated indebtedness, including weighted average interest rates and weighted average maturities as of June 30, 2026, considering the impact of interest rate swaps, is summarized below (dollars in thousands) :
Amount
Outstanding Ratio Weighted Average
Interest Rate Weighted Average Years
to Maturity
Fixed rate debt (1)
$ 2,434,169 86 % 4.24 % 3.9
Variable rate debt 411,000 14 % 4.55 % 1.9
Debt discounts, premiums and issuance costs, net ( 2,411 ) N/A N/A N/A
Mortgage and other indebtedness, net $ 2,842,758 100 % 4.29 % 3.6
(1) Fixed rate debt includes the portion of variable rate debt that has been hedged by interest rate swaps. As of June 30, 2026, $ 150.0 million in variable rate debt is hedged to a fixed rate through July 17, 2026.
Mortgages Payable
The following table summarizes the Company’s mortgages payable (dollars in thousands) :
June 30, 2026 December 31, 2025
Balance Weighted Average
Interest Rate Weighted Average Years
to Maturity Balance Weighted Average
Interest Rate Weighted Average Years
to Maturity
Fixed rate mortgages payable (1)
$ 34,169 4.46 % 2.4 $ 130,737 5.11 % 6.2
Variable rate mortgage payable (2)
11,000 5.80 % 0.1 12,200 5.84 % 0.6
Total mortgages payable $ 45,169 $ 142,937
(1) The fixed rate mortgages had interest rates ranging from 3.75 % to 5.73 % as of June 30, 2026 and December 31, 2025.
(2) The interest rate on the variable rate mortgage is based on the Secured Overnight Financing Rate (“ SOFR ”) plus 215 basis points. The one-month SOFR rate was 3.65 % and 3.69 % as of June 30, 2026 and December 31, 2025, respectively.
Mortgages payable, which are secured by certain real estate and, in some cases, by guarantees from the Operating Partnership, are generally due in monthly installments of principal and interest and mature over various terms through 2033. During the six months ended June 30, 2026, we made scheduled principal payments of $ 2.7 million related to amortizing loans. In addition, as a result of the deconsolidation of the One Loudoun Residential Joint Venture on May 28, 2026, the Company derecognized the $ 95.1 million mortgage payable associated with the One Loudoun Phase 1 Apartments from the Company’s balance sheet.
Unsecured Notes
The following table summarizes the Company’s senior unsecured notes and exchangeable senior notes (dollars in thousands) :
June 30, 2026 December 31, 2025
Maturity Date Balance Interest Rate Balance Interest Rate
Senior notes – 4.08 % due 2026
September 30, 2026 $ 100,000 4.08 % $ 100,000 4.08 %
Senior notes – 4.00 % due 2026
October 1, 2026 300,000 4.00 % 300,000 4.00 %
Senior exchangeable notes – 0.75 % due 2027
April 1, 2027 175,000 0.75 % 175,000 0.75 %
Senior notes – 4.57 % due 2027
September 10, 2027 75,000 4.57 % 75,000 4.57 %
Senior notes – 4.24 % due 2028
December 28, 2028 100,000 4.24 % 100,000 4.24 %
Senior notes – 4.82 % due 2029
June 28, 2029 100,000 4.82 % 100,000 4.82 %
Senior notes – 4.75 % due 2030
September 15, 2030 400,000 4.75 % 400,000 4.75 %
Senior notes – 4.95 % due 2031
December 15, 2031 350,000 4.95 % 350,000 4.95 %
Senior notes – 5.20 % due 2032
August 15, 2032 300,000 5.20 % 300,000 5.20 %
Senior notes – 5.50 % due 2034 (1)
March 1, 2034 350,000 4.60 % 350,000 4.60 %
Total senior unsecured notes $ 2,250,000 $ 2,250,000
(1) The coupon rate is 5.50 %; however, as a result of hedging activities, the Company’s interest rate is 4.60 %.
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Exchangeable Senior Notes
Subsequent to June 30, 2026, the Operating Partnership issued $ 345.0 million aggregate principal amount of 3.25 % exchangeable senior notes due April 2032 (the “2026 Exchangeable Notes”), which includes $ 45.0 million aggregate principal amount of 2026 Exchangeable Notes issued pursuant to the full exercise by the initial purchasers of the option granted by the Operating Partnership to purchase up to an additional $ 45.0 million aggregate principal amount of 2026 Exchangeable Notes. The 2026 Exchangeable Notes are governed by an indenture between the Operating Partnership, the Company, and U.S. Bank Trust Company, National Association, as trustee. The 2026 Exchangeable Notes were sold in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The net proceeds from the offering of the 2026 Exchangeable Notes were approximately $ 335.7 million after deducting the underwriting discounts and commissions and estimated offering expenses paid by the Company. The 2026 Exchangeable Notes bear interest at a rate of 3.25 % per annum, payable semi-annually in arrears beginning on April 15, 2027, and will mature on April 15, 2032.
Prior to the close of business on the business day immediately preceding January 15, 2032, the 2026 Exchangeable Notes are exchangeable into cash up to the principal amount of the 2026 Exchangeable Notes exchanged and, if applicable, cash or common shares or a combination thereof only upon certain circumstances and during certain periods. On or after January 15, 2032, the 2026 Exchangeable Notes will be exchangeable into cash up to the principal amount of the 2026 Exchangeable Notes exchanged and, if applicable, cash or common shares or a combination thereof at the option of the holders at any time prior to the close of business on the second scheduled trading day preceding the maturity date. The exchange rate initially equals 28.2466 common shares per $1,000 principal amount of 2026 Exchangeable Notes, which is equivalent to an exchange price of approximately $ 35.40 per common share and an exchange premium of approximately 22.5 % based on the closing price of $ 28.90 per common share on June 29, 2026. The exchange rate is subject to adjustment upon the occurrence of certain events, but it will not be adjusted for any accrued and unpaid interest.
The Operating Partnership may redeem the 2026 Exchangeable Notes, at its option, in whole or in part, on any business day on or after July 20, 2029, if the last reported sale price of the common shares has been at least 130 % of the exchange price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Operating Partnership provides notice of redemption at a redemption price equal to 100 % of the principal amount of the 2026 Exchangeable Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date (the “redemption price”). The Operating Partnership also has the right, at its election, to redeem all or any portion of the 2026 Exchangeable Notes at any time and from time to time at the redemption price to the extent necessary to preserve the Company’s status as a REIT for U.S. federal income tax purposes, as reasonably determined by the Company’s Board of Trustees. The Operating Partnership may also redeem the 2026 Exchangeable Notes, in whole but not in part, at any time in cash at the redemption price if the aggregate principal amount of 2026 Exchangeable Notes that remains outstanding at such time is less than 10 % of the aggregate principal amount of 2026 Exchangeable Notes initially issued under the indenture.
In connection with the 2026 Exchangeable Notes, on June 29, 2026 and July 1, 2026, the Operating Partnership entered into privately negotiated capped call transactions (the “2026 Capped Call Transactions”) with certain financial institutions, including an affiliate of one of the initial purchasers of the 2026 Exchangeable Notes. The 2026 Capped Call Transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the 2026 Exchangeable Notes, the number of common shares underlying the 2026 Exchangeable Notes. The 2026 Capped Call Transactions are generally expected to reduce the potential dilution to holders of the common shares upon exchange of the 2026 Exchangeable Notes and/or offset the potential cash payments the Operating Partnership could be required to make in excess of the principal amount of any exchanged 2026 Exchangeable Notes upon exchange thereof, with such reduction and/or offset subject to a cap. The cap price of the 2026 Capped Call Transactions is initially approximately $ 41.91 , which represents a premium of approximately 45 % over the last reported sale price of the common shares on June 29, 2026, and is subject to anti-dilution adjustments under the terms of the 2026 Capped Call Transactions. We incurred approximately $ 14.1 million of costs related to the 2026 Capped Call Transactions, which will be included within “Additional paid-in capital” in the accompanying consolidated balance sheets as part of the closing of the transaction on July 2, 2026.
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Unsecured Term Loans and Revolving Line of Credit
The following table summarizes the Company’s term loans and revolving line of credit (dollars in thousands) :
June 30, 2026 December 31, 2025
Maturity Date Balance Interest Rate Balance Interest Rate
Unsecured term loan due 2027 – variable rate (1)
October 24, 2027 $ 250,000 4.53 % $ 250,000 4.72 %
Unsecured term loan due 2029 – fixed rate (2)
July 29, 2029 300,000 3.52 % 300,000 3.54 %
Total unsecured term loans $ 550,000 $ 550,000
Unsecured credit facility revolving line of credit –
variable rate (3)
October 3, 2028 $ — 4.73 % $ 85,000 4.92 %
(1) The maturity date of the term loan may be extended by one one-year period at the Operating Partnership’s election, subject to certain conditions.
(2) $ 150,000 of the $ 300,000 SOFR -based variable rate debt has been swapped to a fixed rate of 1.68 % plus a credit spread based on a ratings grid ranging from 0.75 % to 1.60 % through July 17, 2026. The applicable credit spread was 0.85 % as of June 30, 2026 and December 31, 2025. The interest rate shown is the weighted average rate as of June 30, 2026.
(3) The revolving line of credit can be extended for either one one-year period or up to two six-month periods at the Company’s election, subject to (i) customary representations and warranties, including, but not limited to, the absence of an event of default as defined in the unsecured credit agreement and (ii) payment of an extension fee equal to 0.075 % of the revolving line of credit capacity.
Unsecured Revolving Credit Facility
In October 2024, the Operating Partnership, as borrower, and the Company entered into the Third Amendment (the “Third Amendment”) to the Sixth Amended and Restated Credit Agreement, dated as of July 8, 2021 (as amended, the “Credit Agreement”) with a syndicate of financial institutions to provide for an unsecured revolving credit facility aggregating $ 1.1 billion (the “Revolving Facility”) and a seven-year $ 300.0 million unsecured term loan that matures in July 2029 (the “$ 300 M Term Loan”). Under the Credit Agreement, the Operating Partnership has the option, subject to certain customary conditions, to increase the Revolving Facility and/or incur additional term loans up to a maximum aggregate amount not to exceed $ 2.0 billion. The Revolving Facility matures on October 3, 2028, which maturity date may be extended for either one one-year period or up to two six-month periods at the Operating Partnership’s option, subject to certain conditions. The Revolving Facility was undrawn as of June 30, 2026 and had an outstanding balance of $ 85.0 million as of December 31, 2025.
Borrowings under the Revolving Facility bear interest at a rate per annum equal to SOFR plus a margin based on the Operating Partnership’s leverage ratio or credit rating, respectively, plus a facility fee based on the Operating Partnership’s leverage ratio or credit rating, respectively. The Revolving Facility is currently priced on the leverage-based pricing grid. In accordance with the Credit Agreement, the credit spread set forth in the leverage grid resets quarterly based on the Company’s leverage, as calculated at the previous quarter end. The Company may irrevocably elect to convert to the ratings-based pricing grid at any time. As of June 30, 2026, making such an election would have resulted in a lower interest rate; however, the Company had not made the election to convert to the ratings-based pricing grid. As specified in the Credit Agreement, in the event that the Company so elects to convert to the ratings-based pricing grid, the Company has the ability to obtain more favorable pricing in certain circumstances when its total leverage ratio is (x) less than or equal to 35.0 % or (y) greater than 35.0 % but less than or equal to 37.5 % with respect to not more than one fiscal quarter following a period in which the condition described in clause (x) was satisfied (the “Leverage Toggle”). The Credit Agreement also includes an adjustment to the sustainability-linked pricing provisions that allows the otherwise applicable interest rate margin to be reduced by up to two basis points if certain greenhouse gas emission reduction targets are achieved. The greenhouse gas emission reduction targets have not been achieved as of June 30, 2026.
The following table summarizes the key terms of the Revolving Facility as of June 30, 2026 (dollars in thousands) :
Leverage-Based Pricing Investment-Grade Pricing
Credit Agreement Maturity Date Extension Options Extension Fee Credit Spread Facility Fee Credit Spread Facility Fee
$ 1,100,000 unsecured revolving line of credit
October 3, 2028 1 one-year or 2 six-month
0.075 %
1.05 %– 1.50 %
0.15 %– 0.30 %
0.725 %– 1.40 %
0.125 %– 0.30 %
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The Operating Partnership’s ability to borrow under the Credit Agreement is subject to ongoing compliance by the Operating Partnership and its subsidiaries with various restrictive covenants, including with respect to liens, transactions with affiliates, dividends, mergers and asset sales. In addition, the Credit Agreement requires that the Operating Partnership satisfy certain financial covenants, including (i) a maximum leverage ratio; (ii) a minimum fixed charge coverage ratio; (iii) a maximum secured indebtedness ratio; (iv) a maximum unsecured leverage ratio; and (v) a minimum unencumbered interest coverage ratio. As of June 30, 2026, we were in compliance with all such covenants.
As of June 30, 2026, we had outstanding letters of credit totaling $ 6.9 million with no amounts advanced against these instruments.
Unsecured Term Loans
As of June 30, 2026, the Operating Partnership has the following unsecured term loans: (i) a $ 250.0 million unsecured term loan that matures in October 2027 (the “$ 250 M Term Loan”) and (ii) the $ 300 M Term Loan that matures in July 2029, both of which bear interest at a rate of SOFR plus a credit spread based on a ratings-based pricing grid. The loan agreements related to the $ 250 M Term Loan and the $ 300 M Term Loan include the same Leverage Toggle for determining pricing and sustainability-linked pricing provisions as described above for the Credit Agreement. The greenhouse gas emission reduction targets have not been achieved as of June 30, 2026.
The following table summarizes the key terms of the unsecured term loans as of June 30, 2026 (dollars in thousands) :
Unsecured Term Loans
Maturity Date Investment-Grade Pricing
Credit Spread
$ 250,000 unsecured term loan due 2027
October 24, 2027 (1)
0.75 % – 1.60 %
$ 300,000 unsecured term loan due 2029
July 29, 2029 0.75 % – 1.60 %
(1) The maturity date may be extended by one one-year period at the Operating Partnership’s option, subject to certain conditions.
The Operating Partnership has the option to increase the $ 250 M Term Loan to $ 300.0 million, subject to certain conditions, including obtaining commitments from any one or more lenders, whether or not currently party to the term loan agreement, to provide such increased amounts. The Operating Partnership is permitted to prepay the $ 250 M Term Loan in whole or in part, without premium or penalty.
The Operating Partnership is permitted to prepay the $ 300 M Term Loan in whole or in part at any time, without premium or penalty.
The unsecured term loan agreements contain representations, financial and other affirmative and negative covenants, and events of default that are substantially similar to those contained in the Credit Agreement. The unsecured term loan agreements all rank pari passu with the Operating Partnership’s Revolving Facility and other unsecured indebtedness of the Operating Partnership.
Debt Issuance Costs
Debt issuance costs are amortized over the terms of the respective loans. The following amounts of amortization of debt issuance costs are included as a component of “Interest expense” in the accompanying consolidated statements of operations and comprehensive income (in thousands) :
Six Months Ended June 30,
2026 2025
Amortization of debt issuance costs $ 3,561 $ 3,333
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Debt Discounts and Premiums
Debt discounts and premiums, including the related value of interest rate swaps that were assumed in the October 2021 merger with RPAI, are amortized over the terms of the respective loans. The following amounts of amortization are included as a component of “Interest expense” in the accompanying consolidated statements of operations and comprehensive income (in thousands) :
Six Months Ended June 30,
2026 2025
Amortization of debt discounts, premiums and hedge instruments $ 3,195 $ 4,025
In addition, the estimated amounts of the reduction to interest expense as of June 30, 2026 for each of the next five years and thereafter related to the amortization of debt discounts, premiums and assumed hedge instruments, assuming these instruments are held to maturity, are as follows (in thousands) :
July 2026 through December 2026 $ 2,589
2027 4,709
2028 4,699
2029 3,773
2030 2,031
Thereafter ( 2,084 )
Total unamortized debt discounts, premiums and hedge instruments $ 15,717
The following table reconciles total unamortized debt discounts, premiums and hedge instruments as of June 30, 2026 to the balance of unamortized discounts and premiums, net (in thousands) :
Unamortized discounts and premiums on mortgages payable, senior unsecured notes and unsecured term loans $ 15,672
Unamortized hedge instruments 45
Total unamortized debt discounts, premiums and hedge instruments 15,717
Unamortized hedge instruments (included in accumulated other comprehensive income) ( 45 )
Unamortized discounts and premiums, net $ 15,672
Fair Value of Fixed and Variable Rate Debt
As of June 30, 2026, the estimated fair value of fixed rate debt was $ 2.3 billion compared to the book value of $ 2.3 billion. The fair value was estimated using Level 2 and Level 3 inputs with cash flows discounted at current borrowing rates for similar instruments, which ranged from 4.95 % to 6.73 %. As of June 30, 2026, the estimated fair value of variable rate debt was $ 561.0 million compared to the book value of $ 561.0 million. The fair value was estimated using Level 2 and Level 3 inputs with cash flows discounted at a current borrowing rate for similar instruments, which ranged from 4.50 % to 5.80 %.
NOTE 9. DERIVATIVE INSTRUMENTS, HEDGING ACTIVITIES AND OTHER COMPREHENSIVE INCOME
In order to manage potential future variable interest rate risk, we enter into interest rate derivative agreements from time to time. We do not use interest rate derivative agreements for trading or speculative purposes. The agreements with each of our derivative counterparties provide that in the event of default on any of our indebtedness, we could also be declared in default on our derivative obligations.
The following table summarizes the terms and fair values of the Company’s derivative financial instruments that were designated and qualified as part of a hedging relationship as of June 30, 2026 and December 31, 2025 (dollars in thousands) :
Fair Value Assets (Liabilities) (1)
Type of Hedge Number of Instruments Aggregate Notional Reference Rate Interest Rate Effective Date Maturity Date June 30, 2026 December 31, 2025
Cash Flow (2)
Three $ 150,000 SOFR 1.68 % 8/15/2022 7/17/2026 $ 130 $ 1,503
(1) Derivatives in an asset position are included within “Prepaid and other assets” and derivatives in a liability position are included within “Accounts payable and accrued expenses” in the accompanying consolidated balance sheets.
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(2) These interest rate swaps were assigned to the Company’s $ 300 M Term Loan effective August 1, 2025.
These interest rate derivative agreements are the only assets or liabilities that we record at fair value on a recurring basis. The valuation of these assets and liabilities is determined using widely accepted techniques, including discounted cash flow analysis. These techniques consider the contractual terms of the derivatives (including the period to maturity) and use observable market-based inputs such as interest rate curves and implied volatilities. We also incorporate credit valuation adjustments into the fair value measurements to reflect nonperformance risk on both our part and that of the respective counterparties.
We have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, although the credit valuation adjustments associated with our derivatives use Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by us and our counterparties. As of June 30, 2026 and December 31, 2025, we assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and determined that the credit valuation adjustments were not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative valuations are classified within Level 2 of the fair value hierarchy.
Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to earnings over time as the hedged items are recognized in earnings. Approximately $ 1.6 million and $ 3.2 million was reclassified as a reduction to interest expense during the three and six months ended June 30, 2026, respectively. Approximately $ 2.6 million and $ 5.2 million was reclassified as a reduction to interest expense during the three and six months ended June 30, 2025, respectively. As interest payments on our derivatives are made over the next 12 months, we estimate the decrease to interest expense to be approximately $ 3.3 million, assuming the current SOFR curve.
Unrealized gains and losses on our interest rate derivative agreements are the only components of the change in accumulated other comprehensive income.
NOTE 10. SEGMENT REPORTING
An operating segment is a component of a public entity that engages in business activities from which it may earn revenues and incur expenses and has discrete financial information available that is regularly reviewed by the chief operating decision maker (the “CODM”).
The Company’s primary business is the ownership and operation of high-quality, open-air shopping centers and mixed-use assets that are primarily grocery-anchored and located in high-growth Sun Belt markets and select strategic gateway markets in the United States. We derive our revenue primarily from the collection of contractual rents and reimbursement payments from tenants under existing lease agreements at each of our properties. The Company’s CODM, which is its Chief Executive Officer, regularly reviews operating and financial information for each property on an individual basis; therefore, each property represents an individual operating segment. The CODM does not distinguish or group our operations on a geographical or any other basis for purposes of measuring performance and allocating capital. Across our properties, the financial performance, revenue generating activities, and customer base is determined to be economically similar; therefore, all operating segments have been aggregated into one reportable segment.
The CODM measures and evaluates the financial performance of our portfolio of properties and decides how resources are allocated based on net operating income. The CODM uses net operating income to evaluate income generated from each property in deciding whether to reinvest profits for recurring capital expenditures or into other parts of the business, such as for acquisitions, developments, scheduled interest and principal payments on our indebtedness, or to pay dividends. Net operating income is also used to monitor budget versus actual results in assessing the performance of our properties. The CODM does not regularly review total assets for our single reportable segment as total assets are not used to assess performance or allocate resources.
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The following table presents information on the Company’s reported segment revenue, net operating income, and significant segment expenses for the six months ended June 30, 2026 and 2025 that are provided to the CODM and included within the Company’s single reportable operating segment measure of profit or loss:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Revenue:
Minimum rent $ 151,998 $ 165,965 $ 305,148 $ 339,953
Tenant reimbursements 41,756 45,103 86,550 91,316
Bad debt reserve ( 1,824 ) ( 1,625 ) ( 3,346 ) ( 3,701 )
Other property-related revenue 1,033 865 1,831 1,820
Overage rent 1,385 1,738 3,004 2,786
Total revenue 194,348 212,046 393,187 432,174
Expenses:
Property operating – recoverable 24,306 24,849 51,054 50,647
Property operating – non-recoverable 3,820 3,700 7,809 7,361
Real estate taxes 24,315 26,492 48,956 54,096
Total expenses 52,441 55,041 107,819 112,104
Net operating income 141,907 157,005 285,368 320,070
Other income (expense):
Net gains from outlot sales 1,364 — 2,403 —
Other general and administrative expenses ( 14,543 ) ( 13,390 ) ( 28,493 ) ( 25,648 )
Fee income 1,378 853 2,674 1,278
Impairment charges ( 980 ) — ( 6,868 ) —
Depreciation and amortization ( 81,604 ) ( 97,887 ) ( 164,095 ) ( 196,118 )
Interest expense ( 31,743 ) ( 34,052 ) ( 63,439 ) ( 67,006 )
Equity in loss of unconsolidated subsidiaries ( 1,344 ) ( 3,238 ) ( 3,560 ) ( 3,845 )
Income tax expense of taxable REIT subsidiaries ( 426 ) ( 199 ) ( 821 ) ( 209 )
Other income, net 3,169 485 5,741 5,228
Gain on sales of operating properties, net 87,727 103,022 87,727 103,113
Gain on deconsolidation of joint venture 60,625 — 60,625 —
Net income 165,530 112,599 177,262 136,863
Net income attributable to noncontrolling interests ( 4,226 ) ( 2,281 ) ( 4,564 ) ( 2,815 )
Net income attributable to common shareholders $ 161,304 $ 110,318 $ 172,698 $ 134,048
NOTE 11. SHAREHOLDERS’ EQUITY
Distributions
Our Board of Trustees declared a cash distribution of $ 0.29 per common share and Common Unit for the second quarter of 2026. This distribution was paid on July 16, 2026 to common shareholders and common unitholders of record as of July 9, 2026. For the six months ended June 30, 2026, we declared cash distributions totaling $ 0.58 per common share and Common Unit.
In January 2026, in addition to the payment of the fourth quarter 2025 distribution of $ 0.29 per common share and Common Unit, to meet certain REIT distribution requirements, we paid a special cash distribution of $ 0.145 per common share and Common Unit to common shareholders and common unitholders of record as of January 9, 2026, totaling $ 30.7 million.
For the three and six months ended June 30, 2025, we declared cash distributions of $ 0.27 and $ 0.54 per common share and Common Unit, respectively.
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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 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 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 six months ended June 30, 2026 , the Company repurchased approximately 8.8 million common shares at an average price per share of $ 25.91 for a total of $ 228.0 million, excluding commissions. The common shares repurchased during the six months ended June 30, 2026 include approximately 1.0 million common shares repurchased in conjunction with the pricing of the 2026 Exchangeable Notes on June 29, 2026, at a price of $ 28.90 per share, for a total of approximately $ 30.0 million. This amount is included in “Deferred revenue and other liabilities” in the accompanying consolidated balance sheets and was settled on July 2, 2026. As of June 30, 2026, $ 124.3 million remained available for repurchases of common shares under the Company’s Share Repurchase Program. The Company did not repurchase any shares during the six months ended June 30, 2025 .
NOTE 12. EARNINGS PER SHARE OR UNIT
Basic earnings per share or unit is calculated based on the weighted average number of common shares or units outstanding during the period. Diluted earnings per share or unit is calculated based on the weighted average number of common shares or units outstanding during the period combined with the incremental weighted average common shares or units that would have been outstanding assuming the conversion of all potentially dilutive common shares or units into common shares or units as of the earliest date possible.
Potentially dilutive securities include (i) outstanding options to acquire common shares; (ii) Limited Partner Units, which may be exchanged for either cash or common shares at the Parent Company’s option and under certain circumstances; (iii) Appreciation Only Long-Term Incentive Plan Units; (iv) deferred common share units, which may be credited to the personal accounts of members of the Board of Trustees in lieu of compensation paid in cash or the issuance of common shares to such trustees, and (v) common shares issuable upon the exchange of the Company’s exchangeable notes. The Company calculates the potential dilutive effect of the exchangeable notes under the if-converted method, which considers only the amounts settled in excess of the principal in diluted earnings per share as the principal must be paid in cash. Limited Partner Units have been omitted from the Parent Company’s denominator for the purpose of computing diluted earnings per share since the effect of including those amounts in the denominator would have no dilutive impact. Weighted average Limited Partner Units outstanding were 5.3 million and 5.2 million for the three and six months ended June 30, 2026, respectively, and 4.8 million and 4.7 million for the three and six months ended June 30, 2025, respectively.
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The following table summarizes the calculation of basic and diluted earnings per share for the Parent Company for the three months ended June 30, 2026 and 2025. We have omitted the calculation of basic and diluted earnings per unit since the dilutive securities for the Operating Partnership are the same as those for the Parent Company (dollars in thousands, except per share data) :
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Numerator:
Net income attributable to common shareholders – basic and diluted $ 161,304 $ 110,318 $ 172,698 $ 134,048
Denominator:
Weighted average common shares outstanding – basic 202,231,374 219,835,322 203,949,318 219,775,829
Effect of dilutive securities:
AO LTIP Units — 36,131 — 38,222
Deferred common share units 95,816 78,415 92,433 74,888
2021 exchangeable notes 871,113 — 609,573 —
Weighted average common shares outstanding – diluted 203,198,303 219,949,868 204,651,324 219,888,939
Net income per common share – basic $ 0.80 $ 0.50 $ 0.85 $ 0.61
Net income per common share – diluted $ 0.79 $ 0.50 $ 0.84 $ 0.61
NOTE 13. COMMITMENTS AND CONTINGENCIES
Other Commitments and Contingencies
We are obligated under various completion guarantees with certain lenders and lease agreements with tenants to complete all or portions of a development project and tenant-specific space that are currently under construction. 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.
In 2021, we provided repayment and completion guarantees on loans totaling $ 66.2 million associated with the development of The Corner mixed-use project in the Indianapolis MSA. As of June 30, 2026, the outstanding balance of the loans was $ 69.9 million, of which our share was $ 34.9 million.
As of June 30, 2026, we had outstanding letters of credit totaling $ 6.9 million with no amounts advanced against these instruments.
In July 2025, Eastgate Crossing, a 152,682 square foot multi-tenant retail property in the Durham-Chapel Hill MSA, experienced severe flooding as a result of Tropical Storm Chantal. During the three months ended March 31, 2026, the Company completed all remediation and reconstruction activities. The Company has third-party insurance coverage, including business interruption coverage, related to this event, and based on the coverage available and reimbursements received or expected, we do not believe the flood had a material adverse effect on our consolidated results of operations or financial condition.
Legal Proceedings
We are not subject to any material litigation, nor, to management’s knowledge, is any material litigation currently threatened against us. We are parties to routine litigation, claims, and administrative proceedings arising in the ordinary course of business. Management believes that such matters will not have a material adverse impact on our consolidated financial condition, results of operations, or cash flows taken as a whole.
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NOTE 14. SUBSEQUENT EVENTS
Subsequent to June 30, 2026:
• the Operating Partnership issued the 2026 Exchangeable Notes and entered into the capped call transactions related to the exercise of the option granted by the Operating Partnership to the initial purchasers to purchase up to an additional $ 45.0 million aggregate principal amount of 2026 Exchangeable Notes. In conjunction with the closing of the offering on July 2, 2026, approximately $ 30.0 million of the proceeds were used to settle the repurchase of 1.0 million common shares, which were repurchased in conjunction with the pricing of the 2026 Exchangeable Notes on June 29, 2026. See Note 8 to the consolidated financial statements for further details;
• we repaid the $ 300.0 million principal balance of the 4.00 % senior unsecured notes, which was scheduled to mature on October 1, 2026;
• we closed on the disposition of Tysons Corner, a 36,942 square foot retail property in the Washington, D.C. MSA, for a gross sales price of $ 25.9 million; and
• we closed on the sale of the fourth phase of a land parcel and the rights to develop 22 residential units at the One Loudoun Expansion in the Washington, D.C. MSA for a sales price of $ 6.2 million.
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