What changed in this filing

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Item 1A. Risk Factors

2026-02-20 compared with 2025-02-28 · 50 added, 34 removed, 310 unchanged (21% of the section changed)

7 unchanged sentences

A number of factors may decrease the income generated by the Centers, including:

• the global and national economic climate, including the impact of geopolitical tensions and military conflict;

• the global and national economic climate, including the impact of geopolitical tensions, military conflict and government shutdowns;

• the regional and local economy (which may be negatively impacted by rising unemployment, declining real estate values, increased foreclosures, higher taxes, tariffs, plant closings, industry slowdowns, union activity, adverse weather conditions, natural disasters and other factors);

8 unchanged sentences

A significant percentage of our Centers are located in California, New York and Arizona.

To the extent that weak economic or real estate conditions or other factors affect California, New York or Arizona or any region in which we have a

high concentration of properties more severely than other areas of the country, our financial performance could be negatively impacted.

To the extent that weak economic or real estate conditions or other factors affect California, New York or Arizona or any region in which we have a high concentration of properties more severely than other areas of the country, our financial performance could be negatively impacted.

We are in a competitive business .

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Anchors and/or tenants at one or more Centers might also terminate their leases as a result of mergers, acquisitions, consolidations or dispositions in the retail industry.

The sale of an Anchor or store to a less desirable retailer may reduce

occupancy levels, customer traffic and rental income.

The sale of an Anchor or store to a less desirable retailer may reduce occupancy levels, customer traffic and rental income.

Depending on economic conditions, there is also a risk that Anchors or other significant tenants may sell stores operating in our Centers or consolidate duplicate or geographically overlapping store locations.

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Some of the factors that could affect anticipated results are:

• our ability to integrate and manage new properties, including increasing occupancy rates and rents at such properties;

• the disposal of non-core assets within an expected time frame, including the potential disposition of properties in connection with our Path Forward Plan; and

• our ability to integrate and manage new properties, including increasing occupancy rates and rents at such properties; and

• our ability to raise long-term financing to implement a capital structure at a cost of capital consistent with our business strategy.

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Any development, redevelopment and construction activities that we may undertake will be subject to the risks of real estate development, including lack of financing, construction delays, environmental requirements, rising construction costs, budget overruns, sunk costs and lease-up.

Furthermore, occupancy rates and rents at a newly completed property may not be sufficient to make the property profitable.

Furthermore, occupancy rates and rents at a newly completed

property may not be sufficient to make the property profitable.

Real estate development activities are also subject to risks relating to the inability to obtain, or delays in obtaining, all necessary zoning, land-use, building, and occupancy and other required governmental permits and authorizations.

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Excess space at our properties could materially and adversely affect us .

Certain of our properties have had or may continue to have excess space available for prospective tenants, and those properties may continue to experience, and other properties may commence experiencing, such oversupply in the future.

While the pace of bankruptcies slowed in 2023 and 2022 compared to prior years, it remained steady in 2024 and we continue to experience bankruptcies of Anchors and other national and local retailers, including the bankruptcy of Express announced in April 2024, as well as store closures, among our tenants.

Certain of our properties have had or may continue to have excess space available for prospective tenants, and those properties may continue to experience, and other properties may begin to experience, such oversupply in the future.

The pace of bankruptcies involving our tenants has remained steady in recent years and is substantially lower than 2021 levels.

However, we continue to experience bankruptcies of Anchors and other national and local retailers, including the bankruptcy of Express announced in April 2024 and of Forever 21 and Claire's announced in 2025, as well as store closures, among our tenants.

In the past, an increase in bargaining power of creditworthy retail tenants resulted in a downward pressure on our rental rates and occupancy levels, and any increase in bargaining power in the future may also result in us having to increase our spend on tenant improvements and potentially make other lease modifications in order to attract or retain tenants, any of which, in the aggregate, could materially and adversely affect us.

Real estate investments are relatively illiquid and we may be unable to sell properties at the time we desire and on favorable terms .

As part of the Path Forward Plan, we sold certain properties in 2024 and we may continue to pursue dispositions of our properties, including non-core assets, in the future.

As part of the Path Forward Plan, we sold certain properties in 2024 and 2025 and we expect to continue to pursue strategic dispositions of our properties, including non-core assets, in the future.

These asset sales will focus on whether a property is core to our strategy and includes the targeted disposition of certain outparcels, freestanding retail assets, non-enclosed mall assets and vacant land.

Investments in real estate are relatively illiquid, which limits our ability to adjust our portfolio in response to changes in economic, market or other conditions or realize our objectives through dispositions.

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Furthermore, the number of prospective buyers interested in purchasing shopping centers is limited.

Therefore, if we want to sell one or more of our Centers, we may not be able to dispose of it in the desired time period and may receive less consideration than we originally invested in the Center.

Therefore, if we want to sell one or more of our Centers, including a Center that we've identified as not being part of our Go-Forward Portfolio Centers, we may not be able to dispose of it in the desired time period and may receive less consideration than we originally invested in the Center.

Our real estate assets may be subject to impairment charges .

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Implementing such strategies and compliance with new laws or regulations related to climate change, including compliance with “green” building codes, may result in significant capital expenditures to improve our existing properties or properties we may acquire.

In addition, laws and regulations at the federal, state and local level aimed at increasing climate-related disclosures, including the rules proposed by the Securities and Exchange Commission and the legislation enacted in the state of California, may increase compliance and data collection costs if, and when, such laws and regulations become effective.

In addition, laws and regulations at the federal, state and local level aimed at increasing climate-related disclosures, including the legislation enacted in the state of California, may increase compliance and data collection costs if, and when, such laws and regulations become effective.

If we are unable to comply with the laws and regulations on climate change or implement effective sustainability strategies, our reputation among our tenants and investors may be damaged and we may incur fines and/or penalties.

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While we or the relevant joint venture also carry standalone terrorism insurance on the Centers, the policies are subject to a $25,000 deductible and a combined annual aggregate loss limit of $1.325 billion.

Each Center has environmental insurance covering eligible third-party losses, remediation and non-owned disposal sites, subject to a $100,000 retention and a $50 million three-year aggregate loss limit, with the exception of one Center, which has a $5 million ten-year aggregate loss limit.

Some environmental losses are not covered by this insurance because they are uninsurable or not economically insurable.

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We face risks associated with and have been the target of security breaches through cyber attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology (IT) networks and related systems .

We face risks associated with cyber threats and have been the target of security breaches, whether through cyber attacks or cyber intrusions over the Internet, malware, computer viruses, attachments to e-mails, persons inside our organization or persons with access to systems inside our organization, and other significant disruptions of our IT networks and related systems.

Cyber incidents have been increasing in sophistication and frequency and can include third parties gaining access to data using stolen or inferred credentials, computer malware, viruses, spamming, phishing attacks, ransomware, and other deliberate attacks and attempts to gain unauthorized access.

We, like others in our industry, have experienced and expect to continue to experience cyber threats including data breaches, whether through cyber attacks or cyber intrusions over the Internet, malware, computer viruses, attachments to e-mails, persons inside our organization or persons with access to systems inside our organization, and other significant disruptions of our IT networks and related systems.

Cyber incidents have been increasing in sophistication and frequency and can include third parties gaining access to data using stolen or inferred credentials, computer malware, viruses, spamming, social engineering (such as phishing) attacks, ransomware, and other deliberate attacks and attempts to gain unauthorized access.

The techniques used to sabotage or to obtain systems in which data is stored or through which data is transmitted change frequently, and we may be unable to implement adequate preventative measures or stop security breaches while they are occurring.

Bad actors around the world use increasingly sophisticated methods, including the use of artificial intelligence (“AI”), to engage in illegal activities involving the theft and misuse of personal information, confidential information and intellectual property.

In addition, the use of generative AI models in our internal or third-party systems may create new attack surfaces or methods for adversaries, which could impact us and our vendors.

Any of these effects could damage our reputation,

result in the loss of valuable property and information, cause us to inadvertently breach applicable laws and regulations, and adversely impact our business.

Because the techniques used by threat actors who may attempt to penetrate and sabotage our computer systems change frequently and may not be recognized until launched against a target, we may be unable to anticipate these techniques.

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Although we make efforts to maintain the security and integrity of these types of IT networks and related systems, and we have implemented various measures to manage the risk of a security incident, there can be no guarantee that our security efforts and measures will be effective or that attempted cyber attacks would not be successful, disruptive, or damaging.

Additionally, new technologies such as artificial intelligence may be more capable at evading our safeguard measures.

A security incident involving our information systems could disrupt the proper functioning of our networks and systems.

This could, in turn, result in misstated financial reports, violations of loan covenants and/or missed reporting deadlines, the inability to properly monitor our compliance with the rules and regulations regarding our qualification as a REIT, the unauthorized access to, and the destruction, loss, theft, misappropriation or release of proprietary, confidential, sensitive or otherwise valuable information of ours or others, which could be used to compete against us or for disruptive, destructive or otherwise harmful purposes and outcomes; require significant management attention and resources to remedy any damages that result; subject us to claims for breach of contract, damages, credits, penalties or termination of leases or other agreements; or damage our reputation among our tenants and investors generally.

Moreover, cyber attacks perpetrated against our Anchors and tenants, including unauthorized access to customers’ credit card data and other confidential information, could diminish consumer confidence and consumer spending and negatively impact our business.

Moreover, cyber attacks perpetrated against our vendors, Anchors and tenants, including unauthorized access to customers’ credit card data and other confidential information, could diminish consumer confidence and consumer spending and negatively impact our business.

Any breach, loss, or compromise of personal data may also subject us to civil fines and penalties, or claims for damages under relevant state and federal privacy laws in the United States.

Data breaches and other data security compromises may lead to public disclosures which, in turn, may lead to widespread negative publicity.

Artificial generative intelligence technologies present risks related to the control of our proprietary business information, keeping such information confidential, and emerging regulatory risk, any or all of which may adversely affect our business and results of operations.

There are risks associated with AI, any or all of which could adversely affect our business.

Issues in the development and use of AI, combined with an uncertain regulatory environment, may result in reputational harm, liability, or other adverse consequences to our business operations.

We have adopted certain generative AI tools into our systems for specific use cases reviewed by legal and information security.

Where a generative AI or machine learning model ingests our proprietary information and makes connections using such data, those technologies may reveal other sensitive, proprietary, or confidential information generated by the model.

Additionally, our vendors may incorporate generative AI tools into their services and deliverables without disclosing this use to us, and the providers of these generative AI tools may not meet existing or rapidly evolving regulatory or industry standards with respect to privacy and data protection and may inhibit our or our vendors’ ability to maintain an adequate level of service and experience or confidentiality.

Moreover, generative AI or machine learning models may create incomplete, inaccurate, or otherwise flawed outputs, some of which may be difficult to detect.

Reliance on such flawed outputs could result in adverse consequences to us, including exposure to reputational and competitive harm, customer loss, and legal liability.

Laws or regulations may prevent or limit our ability to use AI in our business, lead to regulatory fines or penalties, require significant resources to modify and maintain business practices to comply with applicable law or necessitate changes in our business practices.

If we cannot use AI, or if our use is restricted, our business may be less efficient, or we may be at a competitive disadvantage.

Any of these outcomes could damage our reputation, result in the loss of valuable property and information, and adversely impact our business.

Acts of violence and vandalism, civil unrest and actual or threatened terrorist attacks could adversely affect our financial condition and results of operations .

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The extent to which any future pandemic, epidemic or outbreak of any highly infectious disease impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of such pandemic, the emergence and characteristics of new variants, the actions taken to contain the pandemic or mitigate its impact, including the adoption, administration and effectiveness of available vaccines, and the direct and indirect economic effects of the pandemic and containment measures, among others.

We previously experienced adverse impacts to our business from COVID-19 and any future pandemic, epidemic or outbreak of any highly infectious disease may adversely affect, our business, financial condition and results of operations, and it may also have the effect of heightening many of the risks described in this “Risk Factors” section, including:

Additionally, any future pandemic, epidemic or outbreak of any highly infectious disease may adversely affect, our business, financial condition and results of operations, and it may also have the effect of heightening many of the risks described in this “Risk Factors” section, including:

• a complete or partial closure of, or other operational issues at, one or more of our Centers resulting from government or tenant action, which could adversely affect our operations and those of our tenants;

8 unchanged sentences

Inflation in the United States has increased significantly in recent years and may increase again in the future.

While inflation levels began to decrease in 2024, they remain elevated relative to the years preceding 2021.

While inflation levels began to decrease in 2024 and 2025, they remain elevated relative to the years preceding 2021 and may increase in the future.

As a result of these elevated inflation levels, we have experienced, and may continue to experience, some or all of the following:

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Elevated interest rates may adversely affect our financial condition and results of operations.

Interest rates have increased in recent years and may continue to increase or remain elevated in the near-term as the Federal Reserve continues to address inflation.

Interest rates began to decrease in 2025, although they remain high and may remain elevated in the near-term as the Federal Reserve continues to address inflation.

Such elevated interest rates may negatively impact consumer spending, our tenants’ businesses, and/or future demand for space in our Centers.

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Our total outstanding loan indebtedness at December 31, 2025 was $6.59 billion (consisting of $5.07 billion of consolidated debt, less $0.03 billion attributable to noncontrolling interests, plus $1.55 billion of our pro rata share of mortgages and other notes payable on unconsolidated joint ventures).

Due to this substantial indebtedness, we are required to use a material portion of our cash flow to service principal and interest on our debt, which limits the amount of cash available for

other business opportunities.

As a part of the Path Forward Plan, among other goals, we aim to deleverage our capital structure over the next three to four years.

Due to this substantial indebtedness, we are required to use a material portion of our cash flow to service principal and interest on our debt, which limits the amount of cash available for other business opportunities.

As a part of the Path Forward Plan, among other goals, we aim to deleverage our capital structure over the next two to three years.

However, the methods we may pursue and the timing, extent and impact of any transactions in furtherance of this goal may vary and evolve and there can be no assurance that we will be successful in our efforts to deleverage.

Furthermore, most of our Centers are mortgaged to secure payment of indebtedness, and if income from the Center is insufficient to pay that indebtedness, the Center could be foreclosed upon by the mortgagee resulting in a loss of income and a decline in our total asset value.

During the year ended December 31, 2024, we did not repay the outstanding mortgage loan on our Santa Monica Place property on its maturity and, as a result, the loan is in default.

We are in negotiations with the lender on the terms of this non-recourse loan.

Under the Path Forward Plan, in addition to asset sales, we may consider defaulting on certain mortgage debt on our properties and giving such secured properties back to the lender.

In April 2024, we defaulted on the outstanding mortgage loan on our Santa Monica Place property on its maturity and, as a result, the loan is in default.

In February 2026, one of our joint ventures defaulted on the outstanding loan at our Twenty Ninth Street joint venture property on its maturity and, as a result, the loan is in default.

We are obligated to comply with financial and other covenants that could affect our operating activities .

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These factors may include, but are not limited to, actual or anticipated variations in our operating results or dividends; our ability to meet the goals established under the Path Forward Plan;

mall companies or others, including competition for both acquisition of Centers and for tenants to occupy space; the ability of our tenants to pay rent and meet their other obligations to us under current lease terms and our ability to lease space on favorable terms; the success of our acquisition and real estate development strategy; our ability to comply with the financial covenants in our debt agreements and the impact of restrictive covenants in our debt agreements; our access to financing; inflation and elevated interest rates; the potential impact of tariffs;

the risk of our failure to qualify or maintain our status as a REIT; our ability to comply with our joint venture agreements and other risks associated with our joint venture investments; possible uninsured losses, including losses from casualty events or natural disasters, and possible environmental liabilities; adverse impacts from any future pandemic, epidemic or outbreak of any highly infectious disease on the U.S., regional and global economies and on our financial condition and results of operations and the financial condition and results of operations of our tenants; a decision by any of our significant stockholders to sell substantial amounts of our common stock; any future issuances of equity securities; and the realization of any of the other risk factors included in this Annual Report on Form 10-K.

general market fluctuations, including potentially extreme increases or decreases in the market prices of certain of our publicly traded tenants, industry factors and general economic and geopolitical conditions and events, such as economic slowdowns or recessions, consumer confidence in the economy, government shutdowns, ongoing military conflicts and terrorist attacks; technical factors in the public trading market for our stock that may produce price movements that may or may not comport with macro, industry or company-specific fundamentals, including, without limitation, the sentiment of retail investors (including as may be expressed on financial trading and other social media sites), the amount and status of short interest in our securities and the potential for a “short squeeze” whereby short sellers are forced to cover their open positions, access to margin debt, trading in options and other derivatives on our common stock and other technical trading factors; changes in our funds from operations or earnings estimates; changes in the ability of our Centers to generate sufficient revenues to meet operating and other expenses; Anchor or tenant bankruptcies, closures, mergers or consolidations; local economic and real estate conditions in geographic locations where we have a high concentration of Centers; competition by public or private mall companies or others, including competition for both acquisition of Centers and for tenants to occupy space; the ability of our tenants to pay rent and meet their other obligations to us under current lease terms and our ability to lease space on favorable terms; the success of our acquisition and real estate development strategy; our ability to comply with the financial covenants in our debt agreements and the impact of restrictive covenants in our debt agreements; our access to financing; inflation and elevated interest rates; the potential impact of tariffs;

stock; any future issuances of equity securities; and the realization of any of the other risk factors included in this Annual Report on Form 10-K.

RISKS RELATED TO OUR ORGANIZATIONAL STRUCTURE

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Outside partners in Joint Venture Centers result in additional risks to our stockholders .

We own partial interests in property partnerships that own 13 Joint Venture Centers and one development property, as well as several development sites.

We own partial interests in property partnerships that own 12 Joint Venture Centers, as well as several development sites.

We may acquire partial interests in additional properties through joint venture arrangements.

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• “Business Combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our outstanding voting stock or an affiliate or associate of ours who, at any time within the two-year period immediately prior to the date in question, was the beneficial owner of 10% or more of our then outstanding stock) or an affiliate of an interested stockholder for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter may impose special appraisal rights and special stockholder voting requirements on these combinations; and

• “Control Share” provisions that provide that holders of “control shares” of our Company (defined as shares which, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.

direct or indirect acquisition of ownership or control of “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.

As permitted by the MGCL, our Charter contains certain exemptions from the “business combination” provisions.

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We may face risks in connection with Section 1031 Exchanges .

If a transaction intended to qualify as a Section 1031 Exchange is later determined to be taxable, we may face adverse consequences, and if the laws applicable to such transactions are amended or repealed, we may not be able to dispose of properties on a tax deferred basis.

Section 1031 Exchanges now only apply to real property and do not apply to any related personal property transferred with the real property.

As a result, any appreciated personal property that is transferred in connection with a Section 1031 Exchange of real property will cause gain to be recognized, and such gain is generally treated as non-qualifying income for the 95% and 75% gross income tests.

Any such non-qualifying income could have an adverse effect on our REIT status.

We may face risks in connection with Section 1031 exchanges.

We occasionally dispose of real properties in transactions intended to qualify as “like-kind exchanges” under Section 1031 of the Internal Revenue Code of 1986, as amended.

If a transaction intended to qualify as a Section 1031 exchange is later determined to be taxable, we may face adverse consequences, and if the laws applicable to such transactions are amended or repealed, we may not be able to dispose of real properties on a tax deferred basis.

If our Operating Partnership fails to maintain its status as a partnership for tax purposes, we would face adverse tax consequences.

12 unchanged sentences

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

What changed 10-K

Item 1A. Risk Factors