What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-02-12 compared with 2024-02-14 · 43 added, 57 removed, 131 unchanged (43% of the section changed)

3 unchanged sentences

Urban Edge Properties LP (“UELP” or the “Operating Partnership”) is a Delaware limited partnership formed to serve as UE’s majority-owned partnership subsidiary and to own, through affiliates, all of our real estate and other assets.

Our portfolio is currently comprised of 71 shopping centers, two outlet centers, two malls and one industrial property totaling approximately 17.1 million square feet (“sf”) with a consolidated occupancy rate of 91%.

Our portfolio is currently comprised of 71 shopping centers, two outlet centers and two malls totaling approximately 17.4 million square feet (“sf”) of gross leasable area with a consolidated occupancy rate of 91.7%.

For additional information on recent business developments, see Part II, Item 7.

1 unchanged sentence

Company Strategies

Our goal is to be a leading owner and operator of retail real estate in major urban markets, with a focus on the Washington, D.C.

We are a leading owner and operator of retail real estate focused on the Washington, D.C.

to Boston corridor.

Our goal is to generate industry leading growth while improving the communities we serve.

We believe urban markets offer attractive acquisition and redevelopment opportunities resulting from high population density, strong demand from consumers, above average retailer sales trends, a limited supply of institutional quality assets and a large number of older, undermanaged assets that remain privately owned.

We seek to create value through the following primary strategies:

We seek to create value through the following strategies:

Maximize the value of existing properties through proactive management.

1 unchanged sentence

continuous asset evaluation for highest-and-best-use;

targeted leasing to desirable tenants;

and efficient and cost-conscious day-to-day operations that minimize operating expenses and enhance property quality.

Repurposing retail real estate with high-quality retailers, with a focus on grocers, department stores, discounters, entertainment offerings, and elevated food offerings is increasingly important to our business plan.

targeted leasing to desirable credit tenants;

and efficient and cost-conscious day-to-day operations that minimize operating expenses while enhancing property quality.

Repurposing retail real estate with high-quality retailers, with a focus on grocers, discounters, entertainment offerings, and elevated food offerings is increasingly important to our business plan.

Leasing and asset management add value through:

• Monitoring retailer sales, merchandising, store operations, timeliness of payments, overall financial condition and related factors;

• Being consistently aware of each asset’s competitive position within its trade area and recommending physical improvements or adjusting merchandising if circumstances warrant;

• Increasing rental rates through the negotiation of contractual rental increases during the term of leases with our tenants, the renewal of expiring leases or the leasing of space to new tenants at higher rental rates while limiting vacancy and downtime;

• Monitoring retailer sales, merchandising, store operations, timeliness of payments, overall financial condition and related factors to limit exposure to any single tenant’s financial or operating difficulties;

• Being consistently aware of each asset’s competitive position within its trade area and recommending physical improvements or adjusting tenant merchandising to maximize foot traffic and dwell time of customers, and ultimately generate higher rents and occupancy rates;

• Continuously canvassing trade areas to identify unique operators that can distinguish a property and enhance its offerings;

• Maintaining regular contact with the brokerage community to stay abreast of new merchants, potential relocations, new supply and overall trade area dynamics;

• Maintaining regular contact with the brokerage community to stay abreast of new merchants, potential relocations, new supply and overall trade area dynamics to capitalize on market and retail trends;

• Conducting regular portfolio reviews with key merchants;

20 unchanged sentences

• Environmental :

We consider asset sustainability and characteristics that are consistent with our environmental, social and governance (“ESG”) plans and strategy for the future.

We consider asset sustainability and characteristics that are consistent with our Corporate Responsibility plans and strategy for the future.

Our due diligence process includes a full assessment of potential environmental risks associated with acquisitions.

1 unchanged sentence

We consider tenant mix, sales performance and related occupancy cost, lease term, lease provisions, omni-channel capabilities, susceptibility to e-commerce disruption and other factors.

Our tenant base comprises a diverse group of merchants, including department stores, supermarkets, discounters, entertainment offerings, health clubs, DIY stores, in-line specialty shops, restaurants and other food and beverage vendors and service providers.

Our tenant base comprises a diverse group of merchants, including department stores, grocers, discounters, entertainment offerings, health clubs, do-it-yourself (“DIY”) stores, in-line specialty shops, restaurants and other food and beverage vendors and service providers.

We derive our revenue from fixed and variable rents from our tenants.

6 unchanged sentences

We intend to keep our balance sheet flexible and capable of supporting growth.

We expect to generate increasing levels of cash flow from internally generated funds and to have substantial borrowing capacity under our existing revolving credit agreement, general access to equity markets and from potential secured debt financing on our existing assets.

Environmental, Social and Governance Achievements, Initiatives, and Objectives

We expect to generate increasing levels of cash flow from internally generated funds and to have substantial borrowing capacity under our $800 million revolving credit agreement (as amended, the “Revolving Credit Agreement”), general access to equity markets and from potential secured debt financing on our existing assets.

Corporate Responsibility Achievements, Initiatives, and Objectives

We seek to drive financial performance while engaging in environmentally and socially responsible business practices grounded in sound corporate governance.

We believe that disclosure of our ESG practices allows our stakeholders to see our company holistically and understand its trajectory beyond fundamentals and financial metrics.

The Company’s Board of Trustees oversees our ESG program with initial oversight responsibilities delegated to the Corporate Governance and Nominating Committee.

Internally, we have an ESG Steering Committee (the “Steering Committee”) comprised of executives, senior leadership and other personnel of the Company.

The Steering Committee meets periodically and is focused on setting, implementing, tracking, measuring, and communicating our progress related to ESG initiatives.

The Steering Committee has developed a comprehensive suite of ESG policies that inform and guide our ESG approach and drive our ESG goals forward.

We believe that disclosure of our Corporate Responsibility practices allows our stakeholders to see our company holistically and understand its trajectory beyond fundamentals and financial metrics.

The Company’s Board of Trustees oversees our Corporate Responsibility program with initial oversight responsibilities delegated to the Corporate Governance and Nominating Committee.

Internally, we have a Corporate Responsibility Steering Committee (the “Steering Committee”) comprised of executives, senior leadership and other personnel of the Company.

The Steering Committee meets periodically and is focused on setting, implementing, tracking, measuring, and communicating our progress related to Corporate Responsibility initiatives.

The Steering Committee has developed a comprehensive suite of policies that inform and guide our approach and drive our Corporate Responsibility goals forward.

We have aligned our sustainability practices in accordance with the Global Reporting Initiative standards as well as the Sustainability Accounting Standards Board and the Task Force on Climate-Related Financial Disclosures frameworks.

On an annual basis, we publish an ESG Report and complete a Global Real Estate Sustainability Benchmarks submission to continue to measure our progress against peers.

Additionally, we have conducted a materiality assessment to determine which ESG issues matter most to our stakeholders, tenants and employees.

On an annual basis, we publish a Corporate Responsibility Report and complete a GRESB submission to continue to measure our progress against peers.

Additionally, we have conducted a materiality assessment to determine which environmental, social and governance issues matter most to our stakeholders, tenants and employees.

We routinely reassess our plans and policies to evaluate compliance with regional and national requirements as well as industry best practices.

2 unchanged sentences

Initiatives we have taken include the installation of energy-efficient roofing, LED lighting retrofits, high efficiency HVAC systems, electric vehicle charging stations and waste recycling and management programs.

We are also exploring solar and alternative energy opportunities to further reduce our consumption and greenhouse gas emissions.

We recognize that climate change poses a material risk to the real estate industry and understand the importance of assessing the physical and transitional risks that can affect each property.

We have completed a climate-related risk assessment of our portfolio, which our management team uses to identify asset-level exposure to climate-related risks and assess application of adaptation tactics and resilience measures to mitigate various risks.

Our tenants also play a vital role in maximizing the impact we make, and as part of our initiatives we have created a tenant criteria manual focused on improving building energy and water efficiency that serves as a guideline for tenants undertaking construction projects at our properties to ensure they align with sustainable practices and our ESG objectives.

We are also exploring solar energy to further reduce our consumption and greenhouse gas emissions.

We recognize that climate change poses a risk to the real estate industry and understand the importance of assessing the physical and transitional risks that can affect each property.

Annually, we complete a climate-related risk assessment of our portfolio, which our management team uses to identify asset-level exposure to climate-related risks and assess application of adaptation tactics and resilience measures to mitigate various risks.

Further, we have implemented green lease language into all new leases which includes several clauses designed to promote sustainability measures.

The Green Lease Leaders program recognized these efforts as we received a Green Lease Leader award, developed by the Institute for Market Transformation and the U.S.

Department of Energy’s Better Buildings Alliance.

We are committed to maintaining sustainable operations and believe that our long-term sustainability goals will align with positive outcomes for shareholders, tenants, employees and the communities in which we invest.

2 unchanged sentences

Based on these assessments, we have accrued costs for remediation for environmental contamination at certain properties.

As of the date of this Report on Form 10-K, we are not aware of any material costs of complying with government regulations, including environmental regulations, that would have a material adverse effect on our overall business, financial condition or results of operations.

As of the date of this Report on Form 10-K, we are not aware of any material costs of complying with government regulations, including environmental regulations, that would have a

material adverse effect on our overall business, financial condition or results of operations.

See “Risks Related to Environmental Liability and Regulatory Compliance” in Part 1, Item 1A “Risk Factors” for further information regarding our risks related to government regulations.

Supporting the communities we serve is a core pillar of our Corporate Responsibility mission.

Our community involvement includes donations to various charitable organizations, hospitals, and relief funds as well as hosting community focused events at our properties that often include food and clothing drives.

Many of these organizations and drives directly benefit the people and neighborhoods in which our properties are located.

During 2023, the Company launched UE Cares, our volunteer initiative, which has partnered with local organizations to give back to our communities.

Some of these local organizations include Helping Hands Food Pantry, Hackensack River Keeper, and St.

John’s Soup Kitchen.

Additionally, this year the Company hosted a blood drive, partnering with Vitalant Blood Donation of Paramus, at Bergen Town Center, open to both employees and the general public.

We continue to partner with Relief Access Program for the Bronx (“RAP4Bronx”) and Grassroots Grocery, two non-profit organizations focused on delivering meals to those affected by food insecurity in the five boroughs of NYC, by donating vacant space that serves as a warehouse and distribution hub for both organizations.

The Company has a volunteer initiative that embodies our commitment to fostering a culture of compassion, spearheading fundraising efforts that make a positive impact and that empowers employees to engage in meaningful volunteer work.

We believe that through our business, we are able to provide the communities in which we operate a welcoming and safe environment for our tenants and customers to connect and engage with one another.

2 unchanged sentences

Our corporate governance standards and policies aim to promote ethical conduct, fair dealing, transparency and accountability.

The Company is governed by a nine-member board comprised primarily of independent trustees.

The Company is governed by an eight-member board (the “Board of Trustees”) comprised primarily of independent trustees.

The Board of Trustees is focused on independence, diversity of thought, experience and ethical leadership, and is critical in the oversight of our risk-management processes.

Additionally, we have three board committees made up of the Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee, each of which addresses risks specific to their respective functional responsibilities and works closely with the Board of Trustees.

Our Corporate Governance Guidelines are re-evaluated annually, taking into account changing circumstances to ensure that the best interests of the Company and our shareholders are met.

6 unchanged sentences

We provide professional training and development workshops and aim to provide a workplace environment where employees are informed, engaged, feel empowered, and can succeed.

Additionally, the Company launched a mentorship program designed to provide members of the team an opportunity to expand their knowledge and experience through one-on-one mentorship with an employee from another department.

The Company also has a mentorship program designed to provide members of the team an opportunity to expand their knowledge and experience through one-on-one mentorship with an employee from another department.

The goal of this initiative is to promote a culture of learning while providing opportunities for professional and personal growth.

Our employees enjoy subsidized health and wellness benefits, professional training and development workshops, ergonomic office equipment, telecommuting opportunities and policies encouraging work/life balance.

We have created an employee wellness program which spans the entire year and focuses on five pillars of health and wellness, both inside and outside of the office.

The areas of focus for this program include financial, emotional, physical, social and community wellness.

Each month there is a theme with associated activities, challenges, and webcasts to promote growth and learning, as well as employee incentives including the ability to earn additional money for health savings accounts.

We allow employees the flexibility to maintain a hybrid in-office and remote working schedule to promote a healthy work-life balance while continuing to maximize engagement, collaboration, and efficiency.

Diversity, equity and inclusion (“DE&I”) initiatives are an integral part of our culture.

We believe that a diverse workforce and an inclusive culture promotes growth, both personally and professionally, and is an important aspect in our ability to attract and retain talented employees.

All employees are required to complete trainings on DE&I which cover a range of topics including best practices and education on unconscious bias.

We aim to create an equitable workplace for all, and our CEO has signed the CEO Diversity and Inclusion Action Pledge on behalf of our Company, joining thousands of other CEOs and peers across the country to cultivate a trusting environment where our employees feel comfortable and are empowered to have discussions about DE&I.

As a part of this pledge, the Company has created a Days of Understanding initiative which provides different platforms such as a book club or a movie screening as a way to encourage our team to have open discussions on issues of DE&I.

program is designed to allow employees to not only gain a better understanding of culture issues tied to race, gender, and sexual orientation, but also drive engagement, build camaraderie, and learn from different perspectives.

Our efforts, like those mentioned above, are some of the many reasons Urban Edge Properties was named one of the best places to work in New Jersey by NJBIZ Magazine in 2023, the second consecutive year we have received this recognition.

The annual program identifies and recognizes the best employers in the state of New Jersey.

Through our wellness programs, DE&I initiatives, and town hall meetings with all employees, among other initiatives, we continually strive to provide a workplace environment where employees are informed, engaged, feel empowered and can succeed.

Further information on our corporate responsibility practices can be found on our website in the ESG section.

Further information on our Corporate Responsibility practices can be found on our website in the Corporate Responsibility section.

The information on our website is not incorporated by reference in this Annual Report on Form 10-K.

Our headquarters are located at 888 Seventh Avenue, New York, NY 10019.

Our headquarters is located at 12 East 49 th Street, New York, NY 10017.

Significant Tenants

None of our tenants accounted for more than 10% of total revenues in any of the years ended December 31, 2024, 2023 and 2022.

The Home Depot, Inc.

is our largest tenant and accounted for approximately $21.5 million, or 5.2%, of our total revenue for the year ended December 31, 2023.

The TJX Companies is our largest tenant and accounted for approximately $22.3 million, or 5.0%, of our total revenue for the year ended December 31, 2024.

REIT Qualification

3 unchanged sentences

If we fail to qualify as a REIT for any taxable year, we will be subject to federal income taxes at regular corporate rates and may not be able to qualify as a REIT for the four subsequent taxable years.

The Company is subject to certain foreign, state and local income taxes, in particular income taxes arising from its operating activities in Puerto Rico, which are included in income tax expense in the consolidated statements of income and comprehensive income.

The Company is subject to certain foreign, state and local income taxes, in particular income taxes arising from its operating activities in Puerto

Rico, which are included in income tax expense in the consolidated statements of income and comprehensive income.

In addition, the Company’s taxable REIT subsidiary (“TRS”) is subject to income tax at regular corporate rates.

6 unchanged sentences

shareholders.

The new Treasury Regulations provide that:

The Treasury Regulations provide that:

The withholding rules applicable to ordinary REIT dividends paid to a non-U.S.

19 unchanged sentences

federal withholding rate that we determine could apply.

The Treasury Regulations also provide new guidance regarding qualified foreign pension funds.

The Treasury Regulations also provide guidance regarding qualified foreign pension funds.

Accordingly, the last two sentences of the first paragraph under the heading “ Certain United States Federal Income Tax Considerations—Taxation of Non-U.S.

5 unchanged sentences

Treasury Regulations further require that a qualified foreign pension fund or qualified controlled entity will not be exempt from FIRPTA with respect to dispositions of U.S.

real property interests or REIT distributions attributable to the same unless the qualified foreign pension fund or qualified controlled entity is a “qualified holder.” To be a qualified holder, a qualified foreign pension fund or qualified controlled entity must satisfy one of two alternative tests at the time of the disposition of the U.S.

pension fund or qualified controlled entity must satisfy one of two alternative tests at the time of the disposition of the U.S.

real property interest or the REIT distribution.

6 unchanged sentences

Copies of our Annual Reports on Form 10‑K, Quarterly Reports on Form 10‑Q, Current Reports on Form 8‑K, including exhibits, and amendments to those reports, as well as Reports on Forms 3, 4 and 5 regarding officers, trustees or 10% beneficial owners of us, filed or furnished pursuant to Section 13(a), 15(d) or 16(a) of the Exchange Act, are available free of charge through our website (www.uedge.com) as soon as reasonably practicable after they are electronically filed with, or furnished to, the Securities and Exchange Commission (“SEC”).

Copies of these reports and the other documents we file with the SEC may also be obtained from the SEC’s website at www.sec.gov.

Also available on our website are copies of our Audit Committee Charter, Compensation Committee Charter, Corporate Governance and Nominating Committee Charter, Code of Business Conduct and Ethics and Corporate Governance Guidelines.

3 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 1. Business