What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2026-02-26 compared with 2025-02-21 · 126 added, 47 removed, 323 unchanged (35% of the section changed)

99 unchanged sentences

In addition, certain of our lease agreements include co-tenancy and/or sales-based provisions that may allow a tenant to pay reduced rent and/or terminate a lease prior to its natural expiration if we fail to maintain certain occupancy levels or retain specified named tenants, or if the tenant does not achieve certain specified sales targets.

Our occupancy at our consolidated centers has remained stable at 98% and 97% at December 31, 2024 and 2023, respectively.

Our occupancy at our consolidated centers has remained stable at 98% on each of December 31, 2025 and 2024.

If our occupancy declines, certain centers may fall below the minimum co-tenancy thresholds and could trigger many tenants ability to pay reduced rents, which in turn may negatively impact our results of operations.

23 unchanged sentences

To the extent climate change causes changes in weather patterns, our properties in certain markets could experience, among other impacts, severe weather, rising sea levels and other natural disasters.

Approximately, 41% of the square footage of our consolidated portfolio are located in coastal areas, which are at risk to be impacted by storms intensity and 14% of the square footage of our consolidated portfolio are in areas that are at risk to be impacted by rising sea levels.

Approximately, 37% of the square footage of our consolidated portfolio are located in coastal areas, which are at risk of being impacted by storms intensity and 13% of the square footage of our consolidated portfolio are in areas that are at risk to be impacted by rising sea levels.

Over time, these conditions could result in volatile or decreased demand for retail space at certain of our properties or, in extreme cases, our inability to operate the properties at all.

42 unchanged sentences

An inability to obtain debt and/or equity capital on acceptable terms could delay or prevent us from acquiring, financing, and completing desirable investments and could otherwise adversely affect our business.

Also, the issuance of additional shares of capital stock or interests in subsidiaries to fund future operations could dilute the ownership of our then-existing stakeholders.

Even as liquidity returns to the market, debt and equity capital may be more expensive than in prior years.

The Operating Partnership guarantees debt or otherwise provides support for a number of joint venture properties.

If we raise additional funds through the issuance of equity or debt securities, those securities may have rights, preferences or privileges senior to the rights of our common shares and our shareholders may experience dilution.

For example, if the Operating Partnership elects to deliver common shares to settle conversions of outstanding Exchangeable Notes (other than paying cash in lieu of delivering any fractional share), it may have a dilutive effect on our shareholders’ equity holdings.

The Operating Partnership has, and may in the future, guarantee debt or otherwise provide support for unconsolidated joint venture properties.

Joint venture debt is the liability of the joint venture and is typically secured by a mortgage on the joint venture property, which is non-recourse to us.

Nevertheless, the joint venture’s failure to satisfy its debt obligations could result in the loss of our investment therein.

As of December 31, 2024, the Operating Partnership guaranteed joint venture-related mortgage indebtedness of $10.0 million.

As of December 31, 2025, the Operating Partnership did not guarantee any unconsolidated joint venture-related mortgage indebtedness.

A default by a joint venture under its debt obligations would expose us to liability under a guaranty.

We may elect to fund cash needs of a joint venture through equity contributions (generally on a basis proportionate to our ownership interests), advances or partner loans, although such funding is not typically required contractually or otherwise.

Adverse changes in our credit ratings could negatively affect our financing ability .

Our credit ratings may affect the amount of capital we can access, as well as the terms and pricing of any debt we may incur.

Adverse changes in our credit ratings could negatively affect our financing ability and borrowing terms .

Our credit ratings may affect the amount of capital we can access, as well as the terms and pricing of existing financing or future financing we may obtain.

There can be no assurance that we will be able to maintain and/or improve our current credit ratings.

In the event that our current credit ratings are downgraded or removed, we would most likely incur higher borrowing costs and experience greater difficulty in obtaining additional financing, which in turn would have a material adverse impact on our financial condition, results of operations, cash flows, and liquidity.

Our interest rate hedging arrangements may not effectively limit our interest rate risk exposure.

As of December 31, 2024, we had approximately $376.7 million of outstanding indebtedness that bears interest at variable rates, and we may incur more variable rate indebtedness in the future.

As of December 31, 2024, we had interest rate hedging agreements in place for $325.0 million of variable rate cash flows which expire between February 1, 2026 and January 1, 2027.

Hedging activity may expose us to risks, including the risk that a counterparty will not perform and that

the hedge will not yield the economic benefits we anticipate, which may adversely affect us.

As of December 31, 2025, we had approximately $430.7 million of outstanding consolidated indebtedness that bears interest at variable rates, and we may incur more variable rate indebtedness in the future.

As of December 31, 2025, we had interest rate hedging agreements in place for $386.7 million of variable rate cash flows which expire between January 1, 2027 and April 24, 2029, including the impact of forward swap agreements.

We manage our exposure to interest rate risk by periodically entering into interest rate hedging agreements to effectively fix a portion of our variable rate debt.

4 unchanged sentences

We might be subject to additional costs, such as transaction fees or breakage costs, if we terminate these arrangements.

The price per share of our stock may fluctuate significantly.

The market price per share of our common stock may fluctuate significantly in response to a variety of factors, many of which are beyond our control, including, but not limited to:

In addition, in connection with the Exchangeable Notes Offering, we entered into certain Capped Call Transactions (as defined herein) with option counterparties, which are financial institutions or affiliates of financial institutions (as defined herein), and we are subject to the risk that one or more of such option counterparties may default under the Capped Call Transactions.

Our exposure to the credit risk of the option counterparties will not be secured by any collateral.

Past global economic conditions have resulted in the actual or perceived potential failure or financial difficulties of many financial institutions.

If any option counterparty becomes subject to bankruptcy or other insolvency proceedings, with respect to such option counterparty’s obligations under the relevant Capped Call Transaction, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at that time under such transaction.

Our exposure will depend on many factors but, generally, an increase in our exposure will be positively correlated to an increase in the market price of the common shares and in the volatility of the market price of the common shares.

In addition, upon a default by any of the option counterparties, we may suffer dilution with respect to the common shares under the relevant Capped Call Transaction.

We can provide no assurance as to the financial stability or viability of any of the option counterparties.

The price of our common shares may fluctuate significantly.

The market price of our common shares may fluctuate significantly in response to a variety of factors, many of which are beyond our control, including, but not limited to:

• the availability and cost of debt and/or equity capital;

5 unchanged sentences

• changes in our net income, funds from operations, or guidance;

• the publication of research reports and articles (or false or misleading information) about us, our tenants,

the real estate industry, or the retail industry;

• the general reputation of REITs and the attractiveness of their equity securities in comparison to other

debt or equity securities (including securities issued by other real estate-based companies);

• general stock and bond market conditions, including changes in interest rates on fixed-income

securities, that may lead prospective shareholders to demand a higher annual yield from future dividends;

• the publication of research reports and articles (or false or misleading information) about us, our tenants, the real estate industry, or the retail industry;

• the general reputation of REITs and the attractiveness of their equity securities in comparison to other debt or equity securities (including securities issued by other real estate-based companies);

• general stock and bond market conditions, including changes in interest rates on fixed-income securities, that may lead prospective shareholders to demand a higher annual yield from future dividends;

• changes in our analyst ratings;

8 unchanged sentences

• risks associated with generative artificial intelligence tools and large language models and the conclusions that these tools and models may draw about our business and prospects in connection with the dissemination of negative opinions, characterizations, or disinformation;

• terrorist activity adversely affecting the markets in which our securities trade, possibly increasing market

volatility and causing the further erosion of business and consumer confidence and spending;

• terrorist activity adversely affecting the markets in which our securities trade, possibly increasing market volatility and causing the further erosion of business and consumer confidence and spending;

• government regulatory action and changes in tax laws;

• fiscal policies or inaction at the U.S.

federal government level that may lead to federal government

shutdowns or negative impacts on the U.S.

federal government level that may lead to federal government shutdowns or negative impacts on the U.S.

• fluctuations due to general market volatility;

• disruptions in the banking sector or failures of financial institutions that we or our tenants may or may not

have business relationships with;

• disruptions in the banking sector or failures of financial institutions that we or our tenants may or may not have business relationships with;

• global market factors adversely affecting the U.S.

3 unchanged sentences

These factors may cause the market price of our common shares to decline, regardless of our financial condition, results of operations, business, or prospects.

The exchange of the Exchangeable Notes may dilute the ownership interest of our shareholders or may

otherwise depress the price of the common shares.

The exchange of some or all of the Exchangeable Notes may dilute the ownership interests of our shareholders.

Upon exchange of the Exchangeable Notes, the Operating Partnership has the option to pay, or pay and deliver (or cause the delivery of), as the case may be, cash, common shares or a combination of cash and common shares in respect of the portion, if any, of its exchange obligation in excess of the aggregate principal amount of the Exchangeable Notes being exchanged.

If the Operating Partnership elects to settle the portion, if any, of its exchange obligation in excess of the aggregate principal amount of the Exchangeable Notes being exchanged in common shares or a combination of cash and common shares, any sales in the public market of the common shares deliverable upon such exchange could adversely affect prevailing market prices of the common shares.

In addition, the existence of the Exchangeable Notes may encourage short selling by market participants because the exchange of the Exchangeable Notes could be used to satisfy short positions, or anticipated exchange of the Exchangeable Notes for common shares could depress the price of the common shares.

The Operating Partnership may not have the ability to raise the funds necessary to settle exchanges of the Exchangeable Notes or to repurchase the Exchangeable Notes upon a fundamental change, and the Operating Partnership’s future debt may contain limitations on our ability to pay cash upon exchange or repurchase of the Exchangeable Notes.

Holders of the Exchangeable Notes will have the right, subject to certain conditions and limited exceptions, to require the Operating Partnership to repurchase all or a portion of their Exchangeable Notes upon the occurrence of a fundamental change at a fundamental change repurchase price equal to 100% of the principal amount of the Exchangeable Notes to be repurchased, plus accrued and unpaid interest, if any.

In addition, upon exchange of the Exchangeable Notes, the Operating Partnership will be required to make cash payments in an amount at least equal to the principal amount of such Exchangeable Notes (or, if less, the exchange value thereof).

However, the Operating Partnership may not have enough available cash or be able to obtain financing at the time it is required

to make repurchases of Exchangeable Notes surrendered therefor or pay cash with respect to Exchangeable Notes being exchanged (or at the time we are required to pay such amounts due under the guarantee).

In addition, the Operating Partnership’s ability to repurchase the Exchangeable Notes or to pay cash upon exchange of the Exchangeable Notes, and its ability to pay such amounts due under the guarantee of the Exchangeable Notes by the Company, may be limited by law, by regulatory authority or by agreements governing our indebtedness.

The failure to repurchase notes at a time when the repurchase is required by the indenture or to pay any cash payable on future exchanges of the Exchangeable Notes as required by the indenture would constitute a default under the indenture.

A default under the indenture governing the Exchangeable Notes or the fundamental change itself could also lead to a default under agreements governing our other or future indebtedness, which may result in that other indebtedness becoming immediately payable in full.

If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, the Company or the Operating Partnership may not have sufficient funds to repay such indebtedness and repurchase the Exchangeable Notes and/or make cash payments upon exchanges thereof.

The conditional exchange feature of the Exchangeable Notes, if triggered, may adversely affect our liquidity and financial condition.

In the event the conditional exchange feature of the Exchangeable Notes is triggered, holders of Exchangeable Notes will be entitled to exchange their Exchangeable Notes at any time during specified periods at their option.

If one or more holders elect to exchange their Exchangeable Notes, the Operating Partnership would be required to settle any exchanged principal through the payment of cash, which could adversely affect our liquidity.

In addition, even if holders do not elect to exchange their Exchangeable Notes, the Operating Partnership would be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the Exchangeable Notes as a current rather than long-term liability, which would result in a material reduction of the Operating Partnership’s net working capital.

The Capped Call Transactions entered into in connection with the issuance of the Exchangeable Notes may affect the market price of our common shares.

In connection with the Exchangeable Notes, we entered into the Capped Call Transactions with certain financial institutions as counterparties.

The Capped Call Transactions are expected generally to reduce the potential dilution to our common shares upon any conversion of the Exchangeable Notes and/or offset any cash payments the Operating Partnership is required to make in excess of the principal amount of such converted Exchangeable Notes, as the case may be, in the event that the market price per share of the common shares, as measured under the terms of the Capped Call Transactions, is greater than the strike price of the Capped Call Transactions, with such reduction and/or offset subject to a cap.

From time to time, the counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our common shares and/or purchasing or selling our common shares or other securities of ours in secondary market transactions prior to the maturity of the Exchangeable Notes.

This activity could also cause or prevent an increase or a decrease in the market price of our common shares.

Certain provisions in the indenture governing the Exchangeable Notes may delay or prevent an attempted takeover of us that might be financially advantageous to shareholders.

Certain provisions in the indenture governing the Exchangeable Notes may make it more difficult or expensive for a third party to acquire us.

For example, the indenture governing the Exchangeable Notes will generally require the Operating Partnership to repurchase the Exchangeable Notes for cash upon the occurrence of a fundamental change and, in certain circumstances, to increase the exchange rate for a holder that exchanges its notes in connection with a make-whole fundamental change.

A takeover of our company may trigger the requirement that we repurchase the Exchangeable Notes and/or increase the exchange rate, which could make it more costly for a potential acquirer to engage in such takeover.

Such additional costs may have the effect of delaying or preventing a takeover of our company that would otherwise be beneficial to investors.

Changes in the accounting treatment for exchangeable debt securities that may be settled in cash, such as the Exchangeable Notes, could have a material effect on our reported financial results.

In August 2020, the Financial Accounting Standards Board issued Accounting Standards Update No.

2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which amends the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity.

Among other things, ASU 2020-06 eliminates requirements to separately account for liability and equity components of such convertible debt instruments and eliminates the ability to use the “treasury stock” method for calculating diluted earnings per share for convertible instruments whose principal amount may be settled using shares.

Instead, ASU 2020-06 requires the (i) entire amount of the security to be presented as a liability on the balance sheet and (ii) application of the “if-converted” method for calculating diluted earnings per share.

We adopted ASU 2020-06 as of January 1, 2022, and as such we expect the Exchangeable Notes will be reflected as a liability on our balance sheets, with the initial carrying amount equal to the principal amount of the Exchangeable Notes, net of issuance costs.

The issuance costs will be treated as a debt discount for accounting purposes, which will be amortized into interest expense over the term of the Exchangeable Notes.

As a result of this amortization, the interest expense that we expect to recognize for the Exchangeable Notes for accounting purposes will be greater than the cash interest payments we will pay on the Exchangeable Notes, which will result in lower reported income.

In addition, we expect to apply the “if-converted” method for calculating diluted earnings per share.

Under the “if-converted” method, diluted earnings per share will generally be calculated assuming that all the Exchangeable Notes were exchanged solely into common shares at the beginning of the reporting period, unless the result would be anti-dilutive, which could adversely affect our diluted earnings per share.

Because the principal amount of the Exchangeable Notes upon exchange is required to be paid in cash, and only the excess is permitted to be settled in shares, the application of the “if-converted” method to the Exchangeable Notes offered hereby will produce a similar result as the “treasury stock” method prior to the adoption of ASU 2020-06.

The effect of the “treasury stock” method is that the shares issuable upon exchange of such Exchangeable Notes are not included in the calculation of diluted earnings per share except to the extent that the exchange value of such notes exceeds their principal amount.

As a result, our earnings per share could be lower than it would be if the Operating Partnership had not issued the Exchangeable Notes, even at times when the Exchangeable Notes are not exchangeable.

The requirement that the principal amount of the Exchangeable Notes upon exchange must be paid in cash could adversely affect our liquidity.

We have not reached a final determination regarding the accounting treatment for the Exchangeable Notes, and the description above is preliminary.

Accordingly, we may account for the Exchangeable Notes in a manner that is significantly different than described above.

We cannot be sure whether other changes may be made to the current accounting standards related to the Exchangeable Notes, or otherwise, that could impact our accounting for the Exchangeable Notes and could have a material effect on the Operating Partnership’s or our reported financial results.

Risks Related to Federal Income Tax Laws

1 unchanged sentence

We have elected to be taxed as a REIT for U.S.

federal income tax purposes under the Internal Revenue Code.

We believe that we are organized and operate in a manner that has allowed us to qualify and will allow us to remain qualified as a REIT under the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code").

federal income tax purposes under the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code").

We believe that we are organized and operate in a manner that has allowed us to qualify and will allow us to remain qualified as a REIT under the Internal Revenue Code.

However, there can be no assurance that we have qualified or will continue to qualify as a REIT for U.S.

17 unchanged sentences

federal income tax purposes, or the effect of non-deductible capital expenditures, the creation of cash reserves or required debt or amortization payments.

We cannot assure you that we will have access to such capital on favorable terms at the desired times, or at all, which may cause us to curtail our investment activities and/or to dispose of assets at inopportune times, and could adversely affect our financial condition, results of operations, cash flows and per share trading price of our common stock.

Complying with REIT requirements may cause us to forego otherwise attractive opportunities or liquidate otherwise attractive investments.

23 unchanged sentences

Instead, our ordinary dividends generally are taxed at the higher tax rates applicable to ordinary income, the current maximum rate of which is 37%.

However, for taxable years prior to 2026, individual shareholders are generally allowed to deduct 20% of the aggregate amount of ordinary dividends distributed by us, subject to certain limitations, which would reduce the maximum marginal effective tax rate for individuals on the receipt of such ordinary dividends to 29.6%.

However, individual shareholders are generally allowed to deduct 20% of the aggregate amount of ordinary dividends distributed by us, subject to certain limitations, which would reduce the maximum marginal effective tax rate for individuals on the receipt of such ordinary dividends to 29.6%.

federal income tax treatment of the cash that we might receive from cash settlement of the forward sale agreement is unclear and could jeopardize our ability to meet the REIT qualification requirements.

1 unchanged sentence

Under Section 1032 of the Internal Revenue Code, generally, no gains and losses are recognized by a corporation in dealing in its own shares, including pursuant to a “securities futures contract,” as defined in the Internal Revenue Code by reference to the Exchange Act.

Although we believe that any amount received by us in exchange for our stock would qualify for the exemption under Section 1032 of the Internal Revenue Code, because it is not entirely clear whether a forward sale agreement qualifies as a “securities futures contract,” the U.S.

Although we believe that any amount received by us in exchange for our shares would qualify for the exemption under Section 1032 of the Internal Revenue Code, because it is not entirely clear whether a forward sale agreement qualifies as a “securities futures contract,” the U.S.

federal income tax treatment of any cash settlement payment we receive is uncertain.

13 unchanged sentences

Many of these providers have likewise experienced and expect to continue to experience cyberattacks and other security incidents.

Such cyberattacks and security incidents may continue to increase in sophistication and frequency in the future.

A security compromise of our or our critical providers' information technology systems or business operations could occur through cyber-attacks or cyber-intrusions over the Internet, malware, ransomware, computer viruses, attachments to e-mails, persons inside our organization, or persons with access to systems inside our organization, due to malicious conduct, human error, negligence, and social engineering, as well as due to bugs, coding misconfigurations or other software vulnerabilities.

Like many companies, we and third-party providers of certain information technology systems that we use have experienced intrusions and threats to data and information technology systems, and the risk of a future security breach or disruption, particularly through cyber-attacks or cyber-intrusion, including by computer hackers, foreign governments, and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased.

Like many companies, we and third-party providers of certain information technology systems that we use have experienced intrusions and threats to data and information technology systems, and the risk of a future security breach or disruption, particularly through cyber-attacks or cyber-intrusion, including by computer hackers, foreign governments, cyber terrorists, and other outside parties, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased.

We use information technology systems to manage our centers and other business processes.

3 unchanged sentences

Certain of these systems have been subjected to attempted attacks, and any attack on such systems that results in the unauthorized release or loss of customer, employee or other confidential or sensitive data could have a material adverse effect on our business reputation, increase our costs of remediation and compliance (particularly in light of increased regulation of corporate data privacy and cybersecurity practices) and expose us to material legal claims and liability by private litigants (including class actions) and regulatory agencies.

If the unauthorized release or loss of customer, employee or other confidential or sensitive data were to occur, our operations and financial results and our share price could also be adversely affected.

If the unauthorized release or loss of customer, employee or other confidential, sensitive data or material nonpublic information were to occur, our operations and financial results and our share price could also be adversely affected.

We may expend significant resources or modify our business activities to try to protect against security incidents.

14 unchanged sentences

• the breadth of our operations and the high volume of transactions that our systems process;

• the wide breadth of software required to run our business, and the increase in supply chain attacks by

advanced persistent threats;

• the wide breadth of software required to run our business, and the increase in supply chain attacks by advanced persistent threats;

• the large number of our business partners;

13 unchanged sentences

or Canadian governments, financial markets, financial institutions, or other businesses, including our tenants, vendors, software creators, cloud providers, cybersecurity service providers, and other third parties upon which we rely, may occur, and such events could disrupt our normal business operations and networks in the future.

In addition, laws, regulations, regulatory frameworks and industry standards related to cybersecurity and data privacy issues are developing rapidly, which may pose complex compliance challenges, lead to increased costs and potentially subject us to liability for violations.

In addition, cybersecurity has become a top priority for regulators around the world.

Many jurisdictions in which we operate have laws and regulations relating to data privacy, cybersecurity and protection of personal information.

Some jurisdictions have also enacted laws requiring companies to notify individuals of data security breaches involving certain types of personal data.

Breaches in security could potentially jeopardize our or our employees’ or counterparties’ confidential and other information processed and stored in, and transmitted through our or third-party computer systems and networks, or otherwise cause interruptions or malfunctions in our, our employees’, our counterparties’ or third parties’ operations, which could result in significant losses, increased costs, disruption of our business, liability to other counterparties, regulatory intervention or reputational damage.

Additionally, if we fail to comply with the relevant laws and regulations, it could result in regulatory investigations and penalties, which could lead to negative publicity and may cause investors, our customers or our tenants to lose confidence in the effectiveness of our cybersecurity measures.

While we carry insurance related to cybersecurity events, our policies may not cover all of the costs and liabilities that could be incurred as the result of cyberattack or other security incident.

An increased focus on metrics and reporting related to environmental, social and governance (“ESG”) factors, may impose additional costs and expose us to new risks.

In recent years, there has been an increased focus from regulators, investors and other stakeholders on metrics and reporting related to ESG factors.

Such attention to sustainability matters, including expanding mandatory and voluntary reporting, diligence, and disclosure on topics such as climate change, human capital, labor and risk oversight, could expand the nature, scope, and complexity of matters that we are required to control, assess and report on.

At the same time, regulators and other stakeholders have increasingly expressed or pursued opposing views, legislation and investment expectations with respect to sustainability initiatives, including the enactment or proposal of “anti-ESG” legislation or policies.

Views about ESG have become a consideration in investment decisions, and as investors evaluate investment decisions, many investors look not only at company disclosures but also to ESG rating systems that have been developed by third parties to allow ESG comparisons among companies.

Although we participate in a number of these ratings systems, we do not participate in all such systems.

The criteria used in these ratings systems may conflict and change frequently, and we cannot predict how these third parties will score us, nor can we have any assurance that they score us accurately or other companies accurately or that other companies have provided them with accurate data.

We supplement our participation in ratings systems with published disclosures of our ESG activities, but some investors may desire other disclosures that we do not provide.

Failure to participate in certain of the third party ratings systems, failure to score well in those ratings systems or failure to provide certain ESG disclosures could result in reputational harm when investors compare us to other companies, and could cause certain investors to be unwilling to invest in our shares, which could adversely impact our share price.

Our success depends, in part, on our ability to attract, retain and develop talented employees, and our failure to do so, including the loss of any one of our key personnel, could adversely impact our business.

The success of our business depends, in part, on the leadership and performance of our executive management team and key employees, including our CEO, some of whom operate without the existence of employment agreements or similar employment and severance arrangements.

The success of our business depends, in part, on the leadership and performance of our executive management team and key employees, including our Chief Executive Officer, some of whom operate without the existence of employment agreements or similar employment and severance arrangements.

Many of our senior executives have extensive experience and strong reputations in the real estate industry, which aid us in identifying opportunities and partnering with tenants.

4 unchanged sentences

Use of artificial intelligence presents risks and challenges that could impact our business.

As with many technological innovations, the use of artificial intelligence, including generative AI tools (“AI”), presents risks and challenges that could adversely affect our business.

As with many technological innovations, the use of artificial intelligence ("AI"), including generative AI tools, presents risks and challenges that could adversely affect our business.

AI and its current and potential future applications, as well as the legal and regulatory frameworks within which AI operates, continue to rapidly evolve and it is impossible to predict the future risks that may arise from such developments.

Recent technological advances in AI pose risks to us and our tenants.

We and our tenants could also be exposed to the risks of AI if third-party service providers or any counterparties, whether or not known to us, also use AI in their business activities.

We may not be in a position to control the use of AI technology in third-party products or services.

Use of AI could include the input of confidential information in contravention of applicable policies, contractual or other obligations or restrictions, resulting in such confidential information becoming accessible by other third-party AI applications and users.

The use of AI could also exacerbate or create new and unpredictable risks to our business, including by potentially significantly disrupting the markets in which we operate or subjecting us to increased competition and regulation, which could materially and adversely affect our business, financial condition or results of operations.

In addition, the use of AI by bad actors could heighten the sophistication and effectiveness of cyber and security attacks experienced by us or our tenants.

We are evaluating AI solutions to assist our employees with research, content generation, and decision support.

1 unchanged sentence

If we, our vendors, or third parties experience an actual or perceived privacy or security incident because of the use of AI, we could lose valuable intellectual property and confidential information, and our reputation and the public perception of the effectiveness of our security measures could be harmed.

In addition, AI or machine learning models may create incomplete, inaccurate, or otherwise flawed outputs, some of which may appear correct.

Independent of its context of use, AI technology is generally highly reliant on the collection and analysis of large amounts of data, and it is not possible or practicable to incorporate all relevant data into the model that AI technology utilizes to operate.

Certain data in such models could contain a degree of inaccuracy and error-potentially materially so-and could otherwise be inadequate or flawed, which could degrade the effectiveness of AI technology.

Due to these issues, these models could lead us to make flawed decisions that could result in adverse consequences to us, including reputational and competitive harm, loss of customers, and legal liability.

2 unchanged sentences

In addition, investments in AI may not realize the benefits that were anticipated.

Trade negotiations and related government actions may create regulatory uncertainty for us and our tenants and adversely affect our performance.

government has at times indicated a willingness to significantly change, and has in some cases significantly changed, trade policies or agreements.

Specific proposals that could have a material impact on us involve matters including (but not limited to) changes to existing trade agreements or entry into new trade agreements, sanctions policies, import and export regulations, tariffs or proposed tariffs, taxes and customs duties, public company reporting requirements, environmental regulation, and antitrust enforcement.

administration has recently announced or proposed multiple new tariffs on certain industry sectors or imports from various countries, including India, the European Union, Switzerland, Mexico, Canada, and China.

Because the situation is fluid and trade negotiations may be ongoing, we cannot at this time predict future trade policy or what additional actions, if any, will be taken by the U.S.

government with respect to trade agreements or the imposition of additional tariffs or other measures, including ongoing trade negotiations between U.S.

and other nations, as trade agreements are negotiated.

Tariffs on imported goods could further increase costs, decrease margins, reduce the competitiveness of products offered by current and future tenants, decrease consumer income and spending, and adversely affect the revenues and profitability of our tenants whose businesses rely on goods imported from such impacted jurisdictions.

Additionally, political leaders around the world (including the U.S.

and certain European nations) have been elected on protectionist platforms, fueling doubts about the future of global free trade.

There is uncertainty as to further actions that may be taken under the current U.S.

presidential administration with respect to U.S.

trade policy.

Global trade disruption, significant introductions of trade barriers and bilateral trade frictions, together with any future downturns in the global economy resulting therefrom, could adversely affect our performance.

Meeting Environmental, Social and Governance expectations or standards may impose additional costs and expose us to new risks.

Businesses across all industries are facing increasing scrutiny from stakeholders related to their environmental, social and governance practices and reporting.

If we do not adapt to or comply with investor or stakeholder expectations and standards, which are evolving, or if we are perceived to have not responded appropriately to the growing concern for environmental, social and governance issues, regardless of whether there is a legal requirement to do so, we may suffer from reputational damage and the business, financial condition and/or the value of our common shares could be materially and adversely affected.

Such attention to sustainability matters, including expanding mandatory and voluntary reporting, diligence, and

disclosure on topics such as climate change, human capital, labor and risk oversight, could expand the nature,

scope, and complexity of matters that we are required to control, assess and report on.

Views about environmental, social and governance issues have become a consideration in investment decisions, and as investors evaluate investment decisions, many investors look not only at company disclosures but also to environmental, social and governance rating systems that have been developed by third parties to allow environmental, social and governance comparisons among companies.

Although we participate in a number of these ratings systems, we do not participate in all such systems.

We supplement our participation in ratings systems with published disclosures of our environmental, social and governance activities, but some investors may desire other disclosures that we do not provide.

Failure to participate in certain of the third-party ratings systems, failure to score well in those ratings systems or failure to provide certain environmental, social and governance disclosures could result in reputational harm when investors compare us to other companies, and could cause certain investors to be unwilling to invest in our shares, which could adversely impact our share price.

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