What changed in this filing

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Item 9A. Controls and Procedures

2025-02-12 compared with 2024-02-14 · 22 added, 27 removed, 365 unchanged (12% of the section changed)

81 unchanged sentences

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of Urban Edge Properties LP

To the Partners of Urban Edge Properties LP and the Board of Trustees of Urban Edge Properties

Opinion on Internal Control over Financial Reporting

23 unchanged sentences

During the three months ended December 31, 2024, none of the Company’s trustees or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

Amendment and Restatement of Bylaws

On February 12, 2023, the Board of Trustees amended and restated the Company’s Amended and Restated Bylaws (as so amended and restated, the “Bylaws”), effective immediately, to, among other changes:

(i) address the universal proxy rules adopted by the SEC, by clarifying that no person may solicit proxies in support of a trustee nominee other than the Board’s nominees unless such person has complied with Rule 14a-19 under the Exchange Act, including applicable notice and solicitation requirements;

(ii) enhance procedural and disclosure requirements in connection with shareholder nominations of trustees and submissions of proposals regarding other business at shareholder meetings, including requiring additional background information and disclosures regarding proposing shareholders, proposed nominees and business proposals, and other persons related to a shareholder’s solicitation of proxies;

and (iii) require that a shareholder directly or indirectly soliciting proxies from other shareholders use a proxy card color other than white.

The Bylaws also include certain additional modernizing and clarifying changes, including updates to provisions relating to virtual meetings.

In order for a shareholder to nominate a candidate for election as a trustee or a shareholder to propose other business to be presented at our 2024 annual meeting of shareholders, including pursuant to Rule 14a-19, notice of such nomination or proposal must have been delivered to us not earlier than October 23, 2023 and not later than 5:00 p.m., Eastern Time, on November 22, 2023.

The foregoing summary of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached hereto as Exhibit 3.2 to this Annual Report on Form 10-K and incorporated herein by reference.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

1 unchanged sentence

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by Item 10 will be included in the Proxy Statement to be filed relating to Urban Edge Properties’ 2024 Annual Meeting of Shareholders and is incorporated herein by reference.

Insider Trading Policy

The Company has adopted an insider trading policy that governs transactions in our securities by our trustees, officers and employees, and the Company itself.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

The other information required by Item 10 will be included in the Proxy Statement to be filed relating to Urban Edge Properties’ 2025 Annual Meeting of Shareholders and is incorporated herein by reference.

EXECUTIVE COMPENSATION

14 unchanged sentences

Accordingly, these awards are not included in the weighted-average exercise price calculation.

(3) Includes (i) 1,584,191 common shares remaining available for issuance under the Urban Edge Properties 2015 Omnibus Incentive Plan (the “Plan”) and (ii) 2,195,843 common shares remaining available under the Urban Edge Properties 2015 Employee Share Purchase Plan (“ESPP”).

(3) Includes (i) 3,806,431 common shares remaining available for issuance collectively under the Urban Edge Properties 2015 and 2024 Omnibus Incentive Plans (the “Plans”) and (ii) 2,291,852 common shares remaining available under the Urban Edge Properties 2015 Employee Share Purchase Plan (“ESPP”).

The number of common shares remaining available for issuance under the Plan is based on awards being granted as “Full Value Awards,” as defined in the Plan, including awards such as restricted stock, LTIP units or performance units that do not require the payment of an exercise price.

If we were to grant awards other than “Full Value Awards,” as defined in the Plan, including stock options or stock appreciation rights, the number of securities remaining available for future issuance under the Plan would be 3,168,381.

Pursuant to the terms of the ESPP, on each January 1 prior to the tenth anniversary of the ESPP’s effective date, an additional number of common shares will be added to the maximum number of shares authorized for issuance under the ESPP equal to the lesser of (a) 0.1% of the total number of common shares outstanding on December 31 of the preceding calendar year and (b) 150,000 common shares;

24 unchanged sentences

Declaration of Trust of Urban Edge Properties, as amended and restated (incorporated by reference to Exhibit 3.1 to Form 8-K filed January 21, 2015)

Amended and Restated Bylaws of Urban Edge Properties

Amended and Restated Bylaws of Urban Edge Properties ( incorporated by reference to E xhibit 3.2 to Form 10- K filed February 14, 2024)

Description of Urban Edge Properties’ Securities Registered Under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 to Form 10-K filed on February 14, 2023)

13 unchanged sentences

Employment Agreement between Urban Edge Properties and Jeffrey S.

Olson (incorporated by reference to Exhibit 10.1 to Form 8-K filed August 9, 2019)

Olson (incorporated by reference to Exhibit 10.

1 to Form 8-K filed Jul y 2, 20 24 )

Retention Agreement between Urban Edge Properties and Mark Langer (incorporated by reference to Exhibit 10.1 to Form 8-K filed October 24, 2019)

2 unchanged sentences

Urban Edge Properties Executive Severance and Change in Control Plan (incorporated by reference to Exhibit 10.17 to Form 10-K filed on February 16, 2022)

Urban Edge Properties 2024 Omnibus Share Plan (incorporated by reference to Exhibit 10.1 to Form 8-K filed on May 6, 202 4 )

Insider Trading Policy

List of Subsidiaries

10 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Compensation Recovery Policy (Adopted October 19, 2023)

Compensation Recovery Policy (Adopted October 19, 2023) ( incorporated by reference to Exhibi t 97.1 to Form 10-K filed on February 14, 2024)

101.SCH* Inline XBRL Taxonomy Extension Schema

32 unchanged sentences

Grapstein Trustee February 12, 2025

/s/ Steven J.

Guttman Trustee February 14, 2024

/s/ Norman K.

27 unchanged sentences

Bronx (1750-1780 Gun Hill Road), NY — 6,427 11,885 24,014 6,428 35,898 42,326 ( 16,647 ) 2009 2005

Brooklyn (Kingswood Center), NY 69,054 15,690 76,766 ( 43,522 ) 9,238 39,696 48,934 ( 835 ) N/A 2020

Brooklyn (Kingswood Crossing), NY — 8,150 64,159 3,521 8,150 67,680 75,830 ( 9,057 ) N/A 2020

10 unchanged sentences

— — 7,116 — — 7,116 7,116 ( 3,468 ) N/A 2006

Rockaway, NJ 26,763 559 6,363 5,111 559 11,474 12,033 ( 7,888 ) 1964 1964

East Brunswick, NJ 63,000 2,417 17,169 7,695 2,417 24,864 27,281 ( 20,940 ) 1957/

East Hanover (200 - 240 Route 10 West), NJ 60,155 2,232 18,241 17,712 2,671 35,514 38,185 ( 25,554 ) 1962 1962/

East Rutherford, NJ 23,000 — 36,727 1,798 — 38,525 38,525 ( 12,067 ) 2007 2007

East Rutherford (leased through 2099) (3) , NJ

23,000 — 36,727 2,066 — 38,793 38,793 ( 12,966 ) 2007 2007

Everett (Gateway Center), MA — 57,546 36,473 55 57,546 36,528 94,074 ( 3,689 ) 2000 2023

2 unchanged sentences

— — — 927 — 927 927 ( 324 ) N/A 2005

Gambrills, MD 55,071 36,722 91,177 25 36,722 91,202 127,924 ( 590 ) 2000 2024

Garfield, NJ 38,886 45 8,068 46,807 44 54,876 54,920 ( 27,628 ) 2009 1998

1 unchanged sentence

Glenolden, PA — 850 1,820 939 850 2,759 3,609 ( 2,464 ) 1975 1975

Hackensack, NJ 66,400 692 10,219 7,880 692 18,099 18,791 ( 14,136 ) 1963 1963

Initial cost to company Gross amount at which

6 unchanged sentences

construction Date

Hackensack, NJ 66,400 692 10,219 7,722 692 17,941 18,633 ( 13,603 ) 1963 1963

Hazlet, NJ — 7,400 9,413 ( 8,005 ) 5,211 3,597 8,808 ( 170 ) N/A 2007

Huntington, NY 43,704 21,200 33,667 41,881 20,814 75,934 96,748 ( 11,321 ) N/A 2007

5 unchanged sentences

Lancaster, PA — 3,140 63 2,227 3,140 2,290 5,430 ( 1,448 ) 1966 1966

Shops at Caguas, Puerto Rico 82,000 15,280 64,370 24,499 15,280 88,869 104,149 ( 38,757 ) 1996 2002

Lodi (Washington Street, NJ) — 7,606 13,125 ( 8,778 ) 3,823 8,130 11,953 ( 3,968 ) N/A 2004

23 unchanged sentences

— — 2,647 1,165 — 3,812 3,812 ( 3,662 ) 1971 1971

Rockaway, NJ 26,215 559 6,363 5,113 559 11,476 12,035 ( 8,195 ) 1964 1964

Rockville, MD — 3,470 20,599 1,685 3,470 22,284 25,754 ( 10,802 ) N/A 2005

Roxbury Township, NJ 50,000 24,313 56,352 637 23,815 57,487 81,302 ( 2,210 ) 2020 2024

Revere (Wonderland), MA — 6,323 17,130 586 6,323 17,716 24,039 ( 4,836 ) N/A 2019

1 unchanged sentence

— 6,083 — ( 1,821 ) 2,994 1,268 4,262 ( 331 ) N/A 2006

Shops at Caguas, Puerto Rico 81,504 15,280 64,370 26,073 15,280 90,443 105,723 ( 42,003 ) 1996 2002

South Plainfield (leased through 2039) (3) , NJ

12 unchanged sentences

Totowa, NJ 50,800 120 11,994 1,109 45 13,178 13,223 ( 10,345 ) 1957/

Union (2445 Springfield Avenue), NJ 45,202 19,700 45,090 — 19,700 45,090 64,790 ( 18,693 ) N/A 2007

Union (Route 22 and Morris Avenue), NJ — 3,025 7,470 7,770 3,012 15,253 18,265 ( 8,076 ) 1962 1962

2 unchanged sentences

Diablo), CA — 5,909 — 3,599 2,589 6,919 9,508 ( 236 ) N/A 2007

Watchung, NJ 25,065 4,178 5,463 3,212 4,441 8,412 12,853 ( 6,736 ) 1994 1959

Watchung (Greenbrook Commons), NJ 31,000 4,178 5,463 3,537 4,441 8,737 13,178 ( 7,062 ) 1994 1959

Watchung (Heritage Square), NJ — 7,343 24,643 832 7,343 25,475 32,818 ( 978 ) 2019 2024

Wheaton (leased through 2060) (3) , MD

6 unchanged sentences

Yonkers, NY 50,000 63,341 110,635 19,204 65,716 127,464 193,180 ( 27,178 ) N/A 2017

Lodi (Route 17 North), NJ — 238 9,446 4,487 238 13,933 14,171 ( 1,336 ) 1999 1975

TOTAL UE PROPERTIES $ 1,583,820 $ 714,620 $ 1,945,585 $ 1,080,777 $ 660,198 $ 3,080,785 $ 3,740,983 $ ( 881,958 )

6 unchanged sentences

The building will revert to the lessor upon lease expiration.

(4) The increase in initial cost to the Company is due to the acquisitions of 40 Carmans Road.

URBAN EDGE PROPERTIES AND URBAN EDGE PROPERTIES LP

18 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 9A. Controls and Procedures