Urban Edge Properties 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES Page CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm for Urban Edge Properties (PCAOB ID No. 34 ) 42 Report of Independent Registered Public Accounting Firm for Urban Edge Properties LP (PCAOB ID No. 34 ) 45 Urban Edge Properties Consolidated Balance Sheets as of December 31, 2024 and 2023 48 Urban Edge Properties Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2024, 2023 and 2022 49 Urban Edge Properties Consolidated Statements of Changes in Equity for the years ended December 31, 2024, 2023 and 2022 50 Urban Edge Properties Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022 51 Urban Edge Properties LP Consolidated Balance Sheets as of December 31, 2024 and 2023 53 Urban Edge Properties LP Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2024, 2023 and 2022 54 Urban Edge Properties LP Consolidated Statements of Changes in Equity for the years ended December 31, 2024, 2023 and 2022 55 Urban Edge Properties LP Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022 56 Notes to Consolidated Financial Statements 58 CONSOLIDATED FINANCIAL STATEMENT SCHEDULES Schedule III – Real Estate and Accumulated Depreciation 98 41 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Trustees of Urban Edge Properties Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Urban Edge Properties and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of income and comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 12, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Real Estate Recoverability Assessment —Refer to Note 3 to the financial statements Critical Audit Matter Description The Company’s real estate assets are individually evaluated for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company’s evaluation of the recoverability of real estate assets involves the comparison of the projected undiscounted future cash flows expected to be generated by each real estate asset over the Company’s estimated holding period to the respective carrying amount. An impairment exists when the carrying amount of an asset exceeds the projected undiscounted future cash flows, taking into account the appropriate capitalization rate and future market rental rates in determining a future terminal value. Given that the Company’s estimated capitalization rate and future market rental rates used in the evaluation of impairment of real estate assets are significant assumptions made by management within the evaluation of impairment of real estate assets, performing audit procedures to evaluate the reasonableness of these estimates and assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists. 42 How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the Company’s estimated capitalization rate and future market rental rates used in the evaluation of impairment of real estate assets included the following, among others: • We tested the effectiveness of the Company’s internal controls over management’s evaluation of recoverability of real estate, including internal controls over management’s determination of the reasonableness of the applicable capitalization rate and future market rental rates. • We inquired with management regarding their determination of the capitalization rate and future market rental rates and evaluated the consistency in determining the rates with evidence obtained in other areas of our audit. • With the assistance of our fair value specialists, we evaluated the reasonableness of the Company’s estimated capitalization rate and future market rental rates by: ◦ Testing the source information underlying the determination of the capitalization rate and future market rental rates by evaluating the reasonableness of the capitalization rate and future market rental rates used by management with independent market data, focusing on key factors, including geographical location, tenant composition, and property type. ◦ Developing a range of independent estimates of capitalization rate and future market rental rates and comparing those to the capitalization rate and future market rental rates selected by management. Acquisitions of Real Estate — Refer to Notes 3 and 4 to the financial statements Critical Audit Matter Description Upon the acquisition of real estate, the Company allocates the purchase price of the real estate acquired based on the relative fair value of the assets acquired and liabilities assumed at the date of acquisition. The Company assesses fair value based on estimated cash flow projections utilizing appropriate discount rates, capitalization rates, and market-based rental revenues and available market information. Based on these estimates, the Company allocates the purchase price to the applicable tangible and intangible assets and liabilities based on their relative fair value at date of acquisition. In allocating the purchase price to identified intangible assets and liabilities of an acquired property, the value of above-market, below-market, and in-place leases is estimated based on the present value of the difference between the contractual amounts, including fixed rate below-market renewal options, to be paid pursuant to the in-place leases and the estimate of the market lease rates and other lease provisions for comparable leases measured over a period equal to the estimated remaining term of the lease. The Company’s determination of an estimated fair value requires management to make significant estimates, including utilizing appropriate discount rates, capitalization rates, and market-based rental revenues. Given that the Company’s estimated discount rates, capitalization rates, and market-based rental revenues are significant assumptions made by management within the Company’s evaluation of fair value for the purchase price allocation of real estate acquired, performing audit procedures to evaluate the reasonableness of management’s estimated fair value required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the Company’s estimated discount rates, capitalization rates, and market-based rental revenues used in the evaluation of acquired real estate assets and liabilities included the following, among others: • We tested the effectiveness of controls over the purchase price allocation and the valuation methodology for estimating the fair value of assets acquired and liabilities assumed. • For each acquisition, we obtained and evaluated the third-party purchase price allocation report, along with relevant supporting documentation, in order to corroborate our understanding of the substance of the acquisition obtained through inquiry with the Company’s management, as well as assess the completeness of the assets acquired and liabilities assumed as part of the acquisition. • With the assistance of our fair value specialists, we: ◦ Evaluated the reasonableness of the valuation and allocation methodology and related inputs, including discount rates, capitalization rates, and market-based rental revenues. ◦ Tested the mathematical accuracy of the calculations and compared the key inputs used in the projections to external market sources. 43 ◦ Developed a range of independent estimates of discount rate, capitalization rate, and market-based rental revenues and compared those to the discount rate, capitalization rate, and future market rental rates selected by management. /s/ DELOITTE & TOUCHE LLP New York, New York February 12, 2025 We have served as the Company’s auditor since 2014. 44 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Partners of Urban Edge Properties LP and the Board of Trustees of Urban Edge Properties Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Urban Edge Properties LP and subsidiaries (the "Operating Partnership") as of December 31, 2024 and 2023, the related consolidated statements of income and comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Operating Partnership as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Operating Partnership's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 12, 2025, expressed an unqualified opinion on the Operating Partnership's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Operating Partnership's management. Our responsibility is to express an opinion on the Operating Partnership's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Real Estate Recoverability Assessment —Refer to Note 3 to the financial statements Critical Audit Matter Description The Operating Partnership’s real estate assets are individually evaluated for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. The Operating Partnership’s evaluation of the recoverability of real estate assets involves the comparison of the projected undiscounted future cash flows expected to be generated by each real estate asset over the Operating Partnership’s estimated holding period to the respective carrying amount. An impairment exists when the carrying amount of an asset exceeds the projected undiscounted future cash flows, taking into account the appropriate capitalization rate and future market rental rates in determining a future terminal value. Given that the Operating Partnership’s estimated capitalization rate and future market rental rates used in the evaluation of impairment of real estate assets are significant assumptions made by management within the evaluation of impairment of real estate assets, performing audit procedures to evaluate the reasonableness of these estimates and assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists. 45 How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the Operating Partnership’s estimated capitalization rate and future market rental rates used in the evaluation of impairment of real estate assets included the following, among others: • We tested the effectiveness of the Operating Partnership’s internal controls over management’s evaluation of recoverability of real estate, including internal controls over management’s determination of the reasonableness of the applicable capitalization rate and future market rental rates. • We inquired with management regarding their determination of the capitalization rate and future market rental rates and evaluated the consistency in determining the rates with evidence obtained in other areas of our audit. • With the assistance of our fair value specialists, we evaluated the reasonableness of the Operating Partnership’s estimated capitalization rate and future market rental rates by: ◦ Testing the source information underlying the determination of the capitalization rate and future market rental rates by evaluating the reasonableness of the capitalization rate and future market rental rates used by management with independent market data, focusing on key factors, including geographical location, tenant composition, and property type. ◦ Developing a range of independent estimates of capitalization rate and future market rental rates and comparing those to the capitalization rate and future market rental rates selected by management. Acquisitions of Real Estate — Refer to Notes 3 and 4 to the financial statements Critical Audit Matter Description Upon the acquisition of real estate, the Operating Partnership allocates the purchase price of the real estate acquired based on the relative fair value of the assets acquired and liabilities assumed at the date of acquisition. The Operating Partnership assesses fair value based on estimated cash flow projections utilizing appropriate discount rates, capitalization rates, and market-based rental revenues and available market information. Based on these estimates, the Operating Partnership allocates the purchase price to the applicable tangible and intangible assets and liabilities based on their relative fair value at date of acquisition. In allocating the purchase price to identified intangible assets and liabilities of an acquired property, the value of above-market, below-market, and in-place leases is estimated based on the present value of the difference between the contractual amounts, including fixed rate below-market renewal options, to be paid pursuant to the in-place leases and the estimate of the market lease rates and other lease provisions for comparable leases measured over a period equal to the estimated remaining term of the lease. The Operating Partnership’s determination of an estimated fair value requires management to make significant estimates, including utilizing appropriate discount rates, capitalization rates, and market-based rental revenues. Given that the Operating Partnership’s estimated discount rates, capitalization rates, and market-based rental revenues are significant assumptions made by management within the Operating Partnership’s evaluation of fair value for the purchase price allocation of real estate acquired, performing audit procedures to evaluate the reasonableness of management’s estimated fair value required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the Operating Partnership’s estimated discount rates, capitalization rates, and market-based rental revenues used in the evaluation of acquired real estate assets and liabilities included the following, among others: • We tested the effectiveness of controls over the purchase price allocation and the valuation methodology for estimating the fair value of assets acquired and liabilities assumed. • For each acquisition, we obtained and evaluated the third-party purchase price allocation report, along with relevant supporting documentation, in order to corroborate our understanding of the substance of the acquisition obtained through inquiry with the Operating Partnership’s management, as well as assess the completeness of the assets acquired and liabilities assumed as part of the acquisition. • With the assistance of our fair value specialists, we: ◦ Evaluated the reasonableness of the valuation and allocation methodology and related inputs, including discount rates, capitalization rates, and market-based rental revenues. ◦ Tested the mathematical accuracy of the calculations and compared the key inputs used in the projections to external market sources. 46 ◦ Developed a range of independent estimates of discount rate, capitalization rate, and market-based rental revenues and compared those to the discount rate, capitalization rate, and future market rental rates selected by management. /s/ DELOITTE & TOUCHE LLP New York, New York February 12, 2025 We have served as the Operating Partnership’s auditor since 2016. 47 URBAN EDGE PROPERTIES CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts) December 31, December 31, 2024 2023 ASSETS Real estate, at cost: Land $ 660,198 $ 635,905 Buildings and improvements 2,791,728 2,678,076 Construction in progress 289,057 262,275 Furniture, fixtures and equipment 11,296 9,923 Total 3,752,279 3,586,179 Accumulated depreciation and amortization ( 886,886 ) ( 819,243 ) Real estate, net 2,865,393 2,766,936 Operating lease right-of-use assets 65,491 56,988 Cash and cash equivalents 41,373 101,123 Restricted cash 49,267 73,125 Tenant and other receivables 20,672 14,712 Receivables arising from the straight-lining of rents 61,164 60,775 Identified intangible assets, net of accumulated amortization of $ 65,027 and $ 51,399 , respectively 109,827 113,897 Deferred leasing costs, net of accumulated amortization of $ 22,488 and $ 21,428 , respectively 27,799 27,698 Prepaid expenses and other assets 70,554 64,555 Total assets $ 3,311,540 $ 3,279,809 LIABILITIES AND EQUITY Liabilities: Mortgages payable, net $ 1,569,753 $ 1,578,110 Unsecured credit facility 50,000 153,000 Operating lease liabilities 62,585 53,863 Accounts payable, accrued expenses and other liabilities 89,982 102,997 Identified intangible liabilities, net of accumulated amortization of $ 50,275 and $ 46,610 , respectively 177,496 170,411 Total liabilities 1,949,816 2,058,381 Commitments and contingencies ( Note 10 ) Shareholders’ equity: Common shares: $ 0.01 par value; 500,000,000 shares authorized and 125,450,684 and 117,652,656 shares issued and outstanding, respectively 1,253 1,175 Additional paid-in capital 1,149,981 1,011,942 Accumulated other comprehensive income 177 460 Accumulated earnings 126,670 137,113 Noncontrolling interests: Operating partnership 65,069 55,355 Consolidated subsidiaries 18,574 15,383 Total equity 1,361,724 1,221,428 Total liabilities and equity $ 3,311,540 $ 3,279,809 See notes to consolidated financial statements. 48 URBAN EDGE PROPERTIES CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (In thousands, except per share amounts) Year Ended December 31, 2024 2023 2022 REVENUE Rental revenue $ 444,465 $ 406,112 $ 396,376 Other income 501 10,810 1,562 Total revenue 444,966 416,922 397,938 EXPENSES Depreciation and amortization 150,389 108,979 98,432 Real estate taxes 68,651 64,889 61,864 Property operating 78,776 68,563 74,334 General and administrative 37,474 37,070 43,087 Real estate impairment loss — 34,055 — Lease expense 13,169 12,634 12,460 Total expenses 348,459 326,190 290,177 Gain on sale of real estate 38,818 217,708 353 Interest income 2,667 3,037 1,107 Interest and debt expense ( 81,587 ) ( 74,945 ) ( 58,979 ) Gain on extinguishment of debt 21,423 41,144 — Income before income taxes 77,828 277,676 50,242 Income tax expense ( 2,386 ) ( 17,800 ) ( 2,903 ) Net income 75,442 259,876 47,339 Less: net (income) loss attributable to NCI in: Operating partnership ( 3,978 ) ( 11,899 ) ( 1,895 ) Consolidated subsidiaries 1,099 520 726 Net income attributable to common shareholders $ 72,563 $ 248,497 $ 46,170 Earnings per common share - Basic: $ 0.60 $ 2.11 $ 0.39 Earnings per common share - Diluted: $ 0.60 $ 2.11 $ 0.39 Weighted average shares outstanding - Basic 121,324 117,506 117,366 Weighted average shares outstanding - Diluted 121,432 117,597 121,640 Net income $ 75,442 $ 259,876 $ 47,339 Effective portion of change in fair value of derivatives ( 301 ) ( 179 ) 656 Comprehensive income 75,141 259,697 47,995 Less: comprehensive loss (income) attributable to NCI in: Operating partnership 18 10 ( 27 ) Less: net (income) loss attributable to NCI in: Operating partnership ( 3,978 ) ( 11,899 ) ( 1,895 ) Consolidated subsidiaries 1,099 520 726 Comprehensive income attributable to common shareholders $ 72,280 $ 248,328 $ 46,799 See notes to consolidated financial statements. 49 URBAN EDGE PROPERTIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In thousands, except share and per share amounts) Common Shares Noncontrolling Interests (“NCI”) Shares Amount Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated (Deficit) Earnings Operating Partnership Consolidated Subsidiaries Total Equity Balance, January 1, 2022 117,147,986 $ 1,170 $ 1,001,253 $ — $ ( 7,091 ) $ 39,616 $ 12,946 $ 1,047,894 Net income attributable to common shareholders — — — — 46,170 — — 46,170 Net income (loss) attributable to noncontrolling interests — — — — — 1,895 ( 726 ) 1,169 Other comprehensive income — — — 629 — 27 — 656 Limited partnership interests: Units redeemed for common shares 250,000 3 2,121 — — 2,124 — 4,248 Reallocation of noncontrolling interests — — 6,126 — — ( 10,374 ) — ( 4,248 ) Common shares issued 60,193 — 466 — ( 84 ) — — 382 Dividends to common shareholders ($ 0.64 per share) — — — — ( 75,099 ) — — ( 75,099 ) Distributions to redeemable NCI ($ 0.64 per unit) — — — — — ( 3,109 ) — ( 3,109 ) Contributions from noncontrolling interests — — — — — — 1,686 1,686 Share-based compensation expense — — 1,456 — — 9,030 — 10,486 Share-based awards retained for taxes ( 7,228 ) — ( 129 ) — — — — ( 129 ) Balance, December 31, 2022 117,450,951 $ 1,173 $ 1,011,293 $ 629 $ ( 36,104 ) $ 39,209 $ 13,906 $ 1,030,106 Net income attributable to common shareholders — — — — 248,497 — — 248,497 Net income (loss) attributable to noncontrolling interests — — — — — 11,899 ( 520 ) 11,379 Other comprehensive loss — — — ( 169 ) — ( 10 ) — ( 179 ) Limited partnership interests: Units redeemed for common shares 70,000 1 572 — — 572 — 1,145 Reallocation of noncontrolling interests — — ( 1,137 ) — — ( 8 ) — ( 1,145 ) Common shares issued 139,342 1 459 — ( 88 ) — — 372 Dividends to common shareholders ($ 0.64 per share) — — — — ( 75,192 ) — — ( 75,192 ) Distributions to redeemable NCI ($ 0.64 per unit) — — — — — ( 3,244 ) — ( 3,244 ) Contributions from noncontrolling interests — — — — — — 1,997 1,997 Share-based compensation expense — — 874 — — 6,937 — 7,811 Share-based awards retained for taxes ( 7,637 ) — ( 119 ) — — — — ( 119 ) Balance, December 31, 2023 117,652,656 $ 1,175 $ 1,011,942 $ 460 $ 137,113 $ 55,355 $ 15,383 $ 1,221,428 Net income attributable to common shareholders — — — — 72,563 — — 72,563 Net income (loss) attributable to noncontrolling interests — — — — — 3,978 ( 1,099 ) 2,879 Other comprehensive loss — — — ( 283 ) — ( 18 ) — ( 301 ) Limited partnership interests: Units redeemed for common shares 301,583 3 2,939 — — 2,942 — 5,884 Reallocation of noncontrolling interests — — ( 2,255 ) — — ( 3,629 ) — ( 5,884 ) Common shares issued 7,507,562 75 136,572 — ( 91 ) — — 136,556 Dividends to common shareholders ($ 0.68 per share) — — — — ( 82,915 ) — — ( 82,915 ) Distributions to redeemable NCI ($ 0.68 per unit) — — — — — ( 4,401 ) — ( 4,401 ) Contributions from noncontrolling interests — — — — — — 4,290 4,290 Issuance of accrued LTIP units — — — — — 1,389 — 1,389 Share-based compensation expense — — 978 — — 9,453 — 10,431 Share-based awards retained for taxes ( 11,117 ) — ( 195 ) — — — — ( 195 ) Balance, December 31, 2024 125,450,684 $ 1,253 $ 1,149,981 $ 177 $ 126,670 $ 65,069 $ 18,574 $ 1,361,724 See notes to consolidated financial statements. 50 URBAN EDGE PROPERTIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2024 2023 2022 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 75,442 $ 259,876 $ 47,339 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 154,989 112,768 100,787 Gain on sale of real estate ( 38,818 ) ( 217,708 ) ( 353 ) Amortization of above and below market leases, net ( 9,669 ) ( 11,602 ) ( 6,660 ) Noncash lease expense 7,333 6,590 7,051 Straight-lining of rent ( 2,552 ) ( 3,687 ) ( 2,020 ) Share-based compensation expense 10,431 7,811 10,486 Real estate impairment loss — 34,055 — Gain on extinguishment of debt ( 21,423 ) ( 41,144 ) — Change in operating assets and liabilities: Tenant and other receivables ( 5,967 ) 2,811 ( 1,712 ) Deferred leasing costs ( 6,417 ) ( 8,059 ) ( 8,660 ) Prepaid and other assets 349 12,387 854 Lease liabilities ( 7,116 ) ( 6,330 ) ( 6,641 ) Accounts payable, accrued expenses and other liabilities ( 3,405 ) 15,247 ( 853 ) Net cash provided by operating activities 153,177 163,015 139,618 CASH FLOWS FROM INVESTING ACTIVITIES Real estate development and capital improvements ( 110,627 ) ( 115,724 ) ( 116,044 ) Acquisitions of real estate ( 184,467 ) ( 314,886 ) ( 36,222 ) Proceeds from sale of real estate 60,397 312,908 353 Net cash used in investing activities ( 234,697 ) ( 117,702 ) ( 151,913 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from mortgage loan borrowings 211,000 469,704 103,413 Debt repayments ( 387,353 ) ( 693,891 ) ( 98,334 ) Borrowings under unsecured credit facility 125,000 309,000 — Dividends paid to common shareholders ( 82,915 ) ( 75,192 ) ( 75,099 ) Distributions paid to redeemable noncontrolling interests ( 4,401 ) ( 3,244 ) ( 3,109 ) Taxes withheld for vested restricted shares ( 195 ) ( 119 ) ( 129 ) Debt issuance costs ( 4,070 ) ( 8,466 ) ( 7,292 ) Purchase of interest rate cap — — ( 285 ) Proceeds related to the issuance of common shares, net 136,556 372 382 Contributions from noncontrolling interests 4,290 1,997 1,686 Net cash (used in) provided by financing activities ( 2,088 ) 161 ( 78,767 ) Net (decrease) increase in cash and cash equivalents and restricted cash ( 83,608 ) 45,474 ( 91,062 ) Cash and cash equivalents and restricted cash at beginning of year 174,248 128,774 219,836 Cash and cash equivalents and restricted cash at end of year $ 90,640 $ 174,248 $ 128,774 See notes to consolidated financial statements. 51 Year Ended December 31, 2024 2023 2022 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash payments for interest net of amounts capitalized of $ 10,553 , $ 11,209 and $ 8,512 , respectively $ 80,711 $ 69,040 $ 55,740 Cash payments for income taxes 9,858 52 913 NON-CASH INVESTING AND FINANCING ACTIVITIES Assumption of debt through acquisition of real estate, net of debt mark-to-market 54,946 — — Assignment of debt through disposition of real estate 44,483 — — Accrued capital expenditures included in accounts payable and accrued expenses 16,133 21,628 34,673 Write-off of fully depreciated and impaired assets 17,223 41,954 8,733 Mortgage debt forgiven — 44,105 — Transfer of assets held for sale included in prepaid expenses and other assets 10,286 — — Decrease in assets and liabilities in connection with foreclosure: Real estate, net 47,518 — — Mortgage debt, net 68,613 — — RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH Cash and cash equivalents at beginning of year $ 101,123 $ 85,518 $ 164,478 Restricted cash at beginning of year 73,125 43,256 55,358 Cash and cash equivalents and restricted cash at beginning of year $ 174,248 $ 128,774 $ 219,836 Cash and cash equivalents at end of year $ 41,373 $ 101,123 $ 85,518 Restricted cash at end of year 49,267 73,125 43,256 Cash and cash equivalents and restricted cash at end of year $ 90,640 $ 174,248 $ 128,774 See notes to consolidated financial statements. 52 URBAN EDGE PROPERTIES LP CONSOLIDATED BALANCE SHEETS (In thousands, except share and unit amounts) December 31, December 31, 2024 2023 ASSETS Real estate, at cost: Land $ 660,198 $ 635,905 Buildings and improvements 2,791,728 2,678,076 Construction in progress 289,057 262,275 Furniture, fixtures and equipment 11,296 9,923 Total 3,752,279 3,586,179 Accumulated depreciation and amortization ( 886,886 ) ( 819,243 ) Real estate, net 2,865,393 2,766,936 Operating lease right-of-use assets 65,491 56,988 Cash and cash equivalents 41,373 101,123 Restricted cash 49,267 73,125 Tenant and other receivables 20,672 14,712 Receivables arising from the straight-lining of rents 61,164 60,775 Identified intangible assets, net of accumulated amortization of $ 65,027 and $ 51,399 , respectively 109,827 113,897 Deferred leasing costs, net of accumulated amortization of $ 22,488 and $ 21,428 , respectively 27,799 27,698 Prepaid expenses and other assets 70,554 64,555 Total assets $ 3,311,540 $ 3,279,809 LIABILITIES AND EQUITY Liabilities: Mortgages payable, net $ 1,569,753 $ 1,578,110 Unsecured credit facility 50,000 153,000 Operating lease liabilities 62,585 53,863 Accounts payable, accrued expenses and other liabilities 89,982 102,997 Identified intangible liabilities, net of accumulated amortization of $ 50,275 and $ 46,610 , respectively 177,496 170,411 Total liabilities 1,949,816 2,058,381 Commitments and contingencies ( Note 10 ) Equity: Partners’ capital: General partner: 125,450,684 and 117,652,656 units outstanding, respectively 1,151,234 1,013,117 Limited partners: 6,386,837 and 5,659,781 units outstanding, respectively 59,466 49,311 Accumulated other comprehensive income 177 460 Accumulated earnings 132,273 143,157 Total partners’ capital 1,343,150 1,206,045 Noncontrolling interest in consolidated subsidiaries 18,574 15,383 Total equity 1,361,724 1,221,428 Total liabilities and equity $ 3,311,540 $ 3,279,809 See notes to consolidated financial statements. 53 URBAN EDGE PROPERTIES LP CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (In thousands, except per unit amounts) Year Ended December 31, 2024 2023 2022 REVENUE Rental revenue $ 444,465 $ 406,112 $ 396,376 Other income 501 10,810 1,562 Total revenue 444,966 416,922 397,938 EXPENSES Depreciation and amortization 150,389 108,979 98,432 Real estate taxes 68,651 64,889 61,864 Property operating 78,776 68,563 74,334 General and administrative 37,474 37,070 43,087 Real estate impairment loss — 34,055 — Lease expense 13,169 12,634 12,460 Total expenses 348,459 326,190 290,177 Gain on sale of real estate 38,818 217,708 353 Interest income 2,667 3,037 1,107 Interest and debt expense ( 81,587 ) ( 74,945 ) ( 58,979 ) Gain on extinguishment of debt 21,423 41,144 — Income before income taxes 77,828 277,676 50,242 Income tax expense ( 2,386 ) ( 17,800 ) ( 2,903 ) Net income 75,442 259,876 47,339 Less: net loss attributable to NCI in consolidated subsidiaries 1,099 520 726 Net income attributable to unitholders $ 76,541 $ 260,396 $ 48,065 Earnings per unit - Basic: $ 0.60 $ 2.13 $ 0.40 Earnings per unit - Diluted: $ 0.60 $ 2.13 $ 0.39 Weighted average units outstanding - Basic 125,987 121,901 121,374 Weighted average units outstanding - Diluted 126,095 121,992 121,640 Net income $ 75,442 $ 259,876 $ 47,339 Effective portion of change in fair value of derivatives ( 301 ) ( 179 ) 656 Comprehensive income 75,141 259,697 47,995 Less: net loss attributable to NCI in consolidated subsidiaries 1,099 520 726 Comprehensive income attributable to unitholders $ 76,240 $ 260,217 $ 48,721 See notes to consolidated financial statements. 54 URBAN EDGE PROPERTIES LP CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In thousands, except unit and per unit amounts) Total Shares General Partner Total Units Limited Partners (1) Accumulated Other Comprehensive Income (Loss) Accumulated (Deficit) Earnings NCI in Consolidated Subsidiaries Total Equity Balance, January 1, 2022 117,147,986 $ 1,002,423 4,662,654 $ 41,030 $ — $ ( 8,505 ) $ 12,946 $ 1,047,894 Net income attributable to unitholders — — — — — 48,065 — 48,065 Net loss attributable to noncontrolling interests — — — — — — ( 726 ) ( 726 ) Other comprehensive income — — — — 629 27 — 656 Common units issued as a result of common shares issued by Urban Edge 60,193 466 300,904 — — ( 84 ) — 382 Equity redemption of OP Units 250,000 2,124 ( 250,000 ) 2,124 — — — 4,248 Reallocation of noncontrolling interests — 6,126 — ( 10,374 ) — — — ( 4,248 ) Distributions to Partners ($ 0.64 per unit) — — — — — ( 78,208 ) — ( 78,208 ) Contributions from noncontrolling interests — — — — — — 1,686 1,686 Share-based compensation expense — 1,456 — 9,030 — — — 10,486 Share-based awards retained for taxes ( 7,228 ) ( 129 ) — — — — — ( 129 ) Balance, December 31, 2022 117,450,951 $ 1,012,466 4,713,558 $ 41,810 $ 629 $ ( 38,705 ) $ 13,906 $ 1,030,106 Net income attributable to unitholders — — — — — 260,396 — 260,396 Net loss attributable to noncontrolling interests — — — — — — ( 520 ) ( 520 ) Other comprehensive loss — — — — ( 169 ) ( 10 ) — ( 179 ) Common units issued as a result of common shares issued by Urban Edge 139,342 460 1,016,223 — — ( 88 ) — 372 Equity redemption of OP Units 70,000 573 ( 70,000 ) 572 — — — 1,145 Reallocation of noncontrolling interests — ( 1,137 ) — ( 8 ) — — — ( 1,145 ) Distributions to Partners ($ 0.64 per unit) — — — — — ( 78,436 ) — ( 78,436 ) Contributions from noncontrolling interests — — — — — — 1,997 1,997 Share-based compensation expense — 874 — 6,937 — — — 7,811 Share-based awards retained for taxes ( 7,637 ) ( 119 ) — — — — — ( 119 ) Balance, December 31, 2023 117,652,656 $ 1,013,117 5,659,781 $ 49,311 $ 460 $ 143,157 $ 15,383 $ 1,221,428 Net income attributable to unitholders — — — — — 76,541 — 76,541 Net loss attributable to noncontrolling interests — — — — — — ( 1,099 ) ( 1,099 ) Other comprehensive loss — — — — ( 283 ) ( 18 ) — ( 301 ) Common units issued as a result of common shares issued by Urban Edge 7,507,562 136,647 1,028,639 — — ( 91 ) — 136,556 Equity redemption of OP units 301,583 2,942 ( 301,583 ) 2,942 — — — 5,884 Reallocation of noncontrolling interests — ( 2,255 ) — ( 3,629 ) — — — ( 5,884 ) Distributions to Partners ($ 0.68 per unit) — — — — — ( 87,316 ) — ( 87,316 ) Contributions from noncontrolling interests — — — — — — 4,290 4,290 Issuance of accrued LTIP units — — — 1,389 — — — 1,389 Share-based compensation expense — 978 — 9,453 — — — 10,431 Share-based awards retained for taxes ( 11,117 ) ( 195 ) — — — — — ( 195 ) Balance, December 31, 2024 125,450,684 $ 1,151,234 6,386,837 $ 59,466 $ 177 $ 132,273 $ 18,574 $ 1,361,724 (1) Limited partners have a 4.8 % common limited partnership interest in the Operating Partnership as of December 31, 2024 in the form of units of interest in the Operating Partnership (“OP Units”) and Long-Term Incentive Plan (“LTIP”) units. See notes to consolidated financial statements. 55 URBAN EDGE PROPERTIES LP CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2024 2023 2022 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 75,442 $ 259,876 $ 47,339 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 154,989 112,768 100,787 Gain on sale of real estate ( 38,818 ) ( 217,708 ) ( 353 ) Amortization of above and below market leases, net ( 9,669 ) ( 11,602 ) ( 6,660 ) Noncash lease expense 7,333 6,590 7,051 Straight-lining of rent ( 2,552 ) ( 3,687 ) ( 2,020 ) Share-based compensation expense 10,431 7,811 10,486 Real estate impairment loss — 34,055 — Gain on extinguishment of debt ( 21,423 ) ( 41,144 ) — Change in operating assets and liabilities: Tenant and other receivables ( 5,967 ) 2,811 ( 1,712 ) Deferred leasing costs ( 6,417 ) ( 8,059 ) ( 8,660 ) Prepaid and other assets 349 12,387 854 Lease liabilities ( 7,116 ) ( 6,330 ) ( 6,641 ) Accounts payable, accrued expenses and other liabilities ( 3,405 ) 15,247 ( 853 ) Net cash provided by operating activities 153,177 163,015 139,618 CASH FLOWS FROM INVESTING ACTIVITIES Real estate development and capital improvements ( 110,627 ) ( 115,724 ) ( 116,044 ) Acquisitions of real estate ( 184,467 ) ( 314,886 ) ( 36,222 ) Proceeds from sale of real estate 60,397 312,908 353 Net cash used in investing activities ( 234,697 ) ( 117,702 ) ( 151,913 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from mortgage loan borrowings 211,000 469,704 103,413 Debt repayments ( 387,353 ) ( 693,891 ) ( 98,334 ) Borrowings under unsecured credit facility 125,000 309,000 — Distributions paid to partners ( 87,316 ) ( 78,436 ) ( 78,208 ) Taxes withheld for vested restricted units ( 195 ) ( 119 ) ( 129 ) Debt issuance costs ( 4,070 ) ( 8,466 ) ( 7,292 ) Purchase of interest rate cap — — ( 285 ) Proceeds related to the issuance of common shares, net 136,556 372 382 Contributions from noncontrolling interests 4,290 1,997 1,686 Net cash (used in) provided by financing activities ( 2,088 ) 161 ( 78,767 ) Net (decrease) increase in cash and cash equivalents and restricted cash ( 83,608 ) 45,474 ( 91,062 ) Cash and cash equivalents and restricted cash at beginning of year 174,248 128,774 219,836 Cash and cash equivalents and restricted cash at end of year $ 90,640 $ 174,248 $ 128,774 See notes to consolidated financial statements. 56 Year Ended December 31, 2024 2023 2022 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash payments for interest net of amounts capitalized of $ 10,553 , $ 11,209 and $ 8,512 , respectively $ 80,711 $ 69,040 $ 55,740 Cash payments for income taxes 9,858 52 913 NON-CASH INVESTING AND FINANCING ACTIVITIES Assumption of debt through acquisition of real estate, net of debt mark-to-market 54,946 — — Assignment of debt through disposition of real estate 44,483 — — Accrued capital expenditures included in accounts payable and accrued expenses 16,133 21,628 34,673 Write-off of fully depreciated and impaired assets 17,223 41,954 8,733 Mortgage debt forgiven — 44,105 — Transfer of assets held for sale included in prepaid expenses and other assets 10,286 — — Decrease in assets and liabilities in connection with foreclosure: Real estate, net 47,518 — — Mortgage debt, net 68,613 — — RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH Cash and cash equivalents at beginning of year $ 101,123 $ 85,518 $ 164,478 Restricted cash at beginning of year 73,125 43,256 55,358 Cash and cash equivalents and restricted cash at beginning of year $ 174,248 $ 128,774 $ 219,836 Cash and cash equivalents at end of year $ 41,373 $ 101,123 $ 85,518 Restricted cash at end of year 49,267 73,125 43,256 Cash and cash equivalents and restricted cash at end of year $ 90,640 $ 174,248 $ 128,774 See notes to consolidated financial statements. 57 URBAN EDGE PROPERTIES AND URBAN EDGE PROPERTIES LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. ORGANIZATION Urban Edge Properties (“UE”, “Urban Edge” or the “Company”) (NYSE: UE) is a Maryland real estate investment trust focused on owning, managing, acquiring, developing, and redeveloping retail real estate in urban communities, primarily in the Washington, D.C. to Boston corridor. 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 the Company’s real estate properties and other assets. Unless the context otherwise requires, references to “we”, “us” and “our” refer to Urban Edge Properties and UELP and their consolidated entities/subsidiaries. The Operating Partnership’s capital includes general and common limited partnership interests in the operating partnership (“OP Units”). As of December 31, 2024, Urban Edge owned approximately 95.2 % of the outstanding common OP Units with the remaining limited OP Units held by members of management, Urban Edge’s Board of Trustees and contributors of property interests acquired. Urban Edge serves as the sole general partner of the Operating Partnership. The third-party unitholders have limited rights over the Operating Partnership such that they do not have characteristics of a controlling financial interest. As such, the Operating Partnership is considered a variable interest entity (“VIE”), and the Company is the primary beneficiary which consolidates it. The Company’s only investment is the Operating Partnership. The VIE’s assets can be used for purposes other than the settlement of the VIE’s obligations and the Company’s partnership interest is considered a majority voting interest. As of December 31, 2024, our portfolio consisted of 71 shopping centers, two outlet centers and two malls totaling approximately 17.4 million sf, which is inclusive of a 95 % controlling interest in Walnut Creek, CA (Mt. Diablo), and an 82.5 % controlling interest in Sunrise Mall, in Massapequa, NY. 2. BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for annual financial information and with the instructions of Form 10-K . The consolidated financial statements as of and for the years ended December 31, 2024, 2023 and 2022 reflect the consolidation of the Company, the Operating Partnership, wholly-owned subsidiaries and those entities in which we have a controlling financial interest. All intercompany transactions have been eliminated in consolidation. In accordance with ASC 205 Presentation of Financial Statements , certain prior year balances have been reclassified in order to conform to the current period presentation. Our primary business is the ownership, management, acquisition, development, and redevelopment of retail shopping centers and malls. We do not distinguish our primary business or group our operations on a geographical basis for purposes of measuring performance and allocating resources. The Company’s Chief Operating Decision Maker (“CODM”) reviews operating and financial information at the individual operating segment. We aggregate all of our properties into a single reportable segment due to their similarities with regard to the nature and economics of the properties, tenants and operations, as well as long-term average financial performance. See Note 17 to the consolidated financial statements for further information regarding Segment Reporting. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The most critical accounting policies, which involve the use of estimates and assumptions as to future uncertainties and, therefore, may result in actual amounts that differ from estimates include acquisitions of real estate and valuation of real estate. Real Estate — Real estate is carried at cost, net of accumulated depreciation and amortization. Expenditures for ordinary maintenance and repairs are expensed to operations as they are incurred. Significant renovations that improve or extend the useful lives of assets are capitalized. As real estate is undergoing redevelopment activities, all property operating expenses directly associated with and attributable to the redevelopment, including interest, are capitalized to the extent the capitalized costs of the property do not exceed the estimated fair value of the property when completed. If the cost of the redeveloped property, including the net book value of the existing property, exceeds the estimated fair value of redeveloped property, the excess is charged to impairment expense. The capitalization period begins when redevelopment activities are under way and ends when the project is substantially complete and ready for its intended use. Depreciation is recognized on a straight-line basis over estimated useful lives which range from one to 40 years. 58 Real estate assets to be sold are reported at the lower of their carrying value or estimated fair value less costs to sell and are classified as real estate held for sale and included in prepaid expenses and other assets on the Company’s consolidated balance sheets. If the estimated fair value less costs to sell is less than the carrying value, the difference will be recorded as an impairment charge and included in real estate impairment loss on the consolidated statements of income and comprehensive income. Once a real estate asset is classified as held for sale, depreciation expense is no longer recorded. The Company classifies real estate assets as held for sale in the period in which all of the following conditions are met: (i) the Company commits to a plan and has the authority to sell the asset; (ii) the asset is available for sale in its current condition; (iii) the Company has initiated an active marketing plan to locate a buyer for the asset; (iv) the sale of the asset is both probable and expected to qualify for full sales recognition within a period of 12 months; (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (vi) the Company does not anticipate changes to its plan to sell the asset or that the plan will be withdrawn. Upon the acquisition of real estate, we assess the fair value of acquired assets (including land, buildings and improvements, identified intangibles, such as acquired above and below-market leases, acquired in-place leases and tenant relationships) and assumption of liabilities and we allocate the purchase price based on these assessments on a relative fair value basis. We assess fair value based on estimated cash flow projections utilizing appropriate discount and capitalization rates, and available market information, including market-based rental revenues. Estimates of future cash flows are based on a number of factors including historical operating results, known trends, and market/economic conditions. We record acquired intangible assets (including acquired above-market leases, acquired in-place leases and tenant relationships) and acquired intangible liabilities (including below-market leases) at their estimated fair value. We amortize identified intangibles that have finite lives over the period they are expected to contribute directly or indirectly to the future cash flows of the property or business acquired. Our properties and development projects are individually evaluated for impairment quarterly, and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Such events and changes include macroeconomic conditions, operating performance, and environmental and regulatory changes, which may result in property operational disruption and could indicate that the carrying amount may not be recoverable. An impairment exists when the carrying amount of an asset exceeds the aggregate projected future cash flows over the anticipated holding period on an undiscounted basis taking into account the appropriate capitalization rate in determining a future terminal value. An impairment loss is measured based on the excess of the property’s carrying amount over its estimated fair value. Estimated fair value may be based on discounted future cash flows utilizing appropriate discount and capitalization rates, future market rental rates and, in addition to available market information, third-party appraisals, broker selling estimates or sale agreements under negotiation. Impairment assessments are based on our current plans, intended holding periods and available market information at the time the assessments are prepared. If our estimates of the projected future cash flows change based on uncertain market conditions, our evaluation of impairment losses may be different and such differences could be material to our consolidated financial statements. Cash and Cash Equivalents — Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less and are carried at cost, which approximates fair value due to their short-term maturities. The majority of our cash and cash equivalents consist of (i) deposits at major commercial banks, including money market accounts, which may at times exceed the Federal Deposit Insurance Corporation limit, (ii) United States Treasury Bills, and (iii) Certificate of Deposits placed through an Account Registry Service (“CDARS”). To date we have not experienced any losses on our invested cash. Restricted Cash — Restricted cash consists of security deposits and cash escrowed under loan agreements for debt service, real estate taxes, property insurance, tenant improvements, leasing commissions, capital expenditures and cash held for potential Internal Revenue Code Section 1031 tax deferred exchange transactions. Tenant and Other Receivables and Changes in Collectibility Assessment — Tenant receivables include unpaid amounts billed to tenants, disputed enforceable charges and accrued revenues for future billings to tenants for property expenses. We evaluate the collectibility of amounts due from tenants and disputed enforceable charges on both a lease-by-lease and a portfolio-level, which result from the inability of tenants to make required payments under their operating lease agreements. We recognize changes in the collectibility assessment of these operating leases as adjustments to rental revenue in accordance with ASC 842 Leases . Management exercises judgment in assessing collectibility and considers payment history, current credit status and publicly available information about the financial condition of the tenant, among other factors. Tenant receivables, and receivables arising from the straight-lining of rents, are written-off directly when management deems the collectibility of substantially all future lease payments from a specific lease is not probable, at which point, the Company will begin recognizing revenue from such leases prospectively, based on actual amounts received. This write-off effectively reduces cumulative non-cash rental income recognized from the straight-lining of rents since lease commencement. If the Company subsequently determines that it is probable it will collect substantially all of the lessee’s remaining lease payments under the lease term, the Company will reinstate the receivables balance, including those arising from the straight-lining of rents. 59 Deferred Leasing Costs — Deferred leasing costs include incremental costs of a lease that would have not been incurred if the lease had not been executed, including broker and sale commissions, and contingent legal fees. Such costs are capitalized and amortized on a straight-line basis over the term of the related leases as depreciation and amortization expense on the consolidated statements of income and comprehensive income. Deferred leasing costs also includes lease incentives that can be used at the discretion of the tenant. Lease incentives are capitalized and amortized over the term of the related leases as a reduction to rental revenue on the consolidated statements of income and comprehensive income. Deferred Financing Costs — Deferred financing costs and debt issuance costs include fees associated with the issuance of our mortgage loans and our $ 800 million revolving credit agreement with certain financial institutions (as amended, the “Revolving Credit Agreement”). Such fees are amortized on a straight-line basis over the terms of the related agreements as a component of interest expense, which approximates the effective interest rate method, in accordance with the terms of the agreement. Deferred financing costs associated with the revolving credit agreement are included in prepaid expenses and other assets on the consolidated balance sheets. Deferred financing costs associated with our mortgage loans are included in Mortgages payable, net on the consolidated balance sheets. Revenue Recognition — We have the following revenue sources and revenue recognition policies: • Rental revenue: Rental revenue comprises revenue from fixed and variable lease payments, as designated within tenant operating leases in accordance with ASC 842 Leases, as described further in our Leases accounting policy in Note 3 to the audited consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K. • Rental revenue deemed uncollectible: We evaluate the collectibility of amounts due from tenants and disputed enforceable charges on both a lease-by-lease and a portfolio-level, which result from the inability of tenants to make required payments under their operating lease agreements. We recognize changes in the collectibility assessment of these operating leases as adjustments to rental revenue in accordance with ASC 842. • Other income: Other income is generated in connection with certain services provided to tenants for which we earn a fee as well as management and development fee income from contractual property management agreements with third parties, and certain miscellaneous income that pertains to our operations. This revenue is recognized as the services are transferred in accordance with ASC 606 Revenue from Contracts with Customers . Leases — We have approximately 1,100 operating leases at our properties, which generate rental income from tenants and operating cash flows for the Company. Our tenant leases are dependent on the Company, as lessor, agreeing to provide our tenants with the right to control the use of our real estate assets, as lessees. Our real estate assets are comprised of retail shopping centers and malls. Tenants agree to use and control their agreed upon space for their business purposes. Thus, our tenants obtain substantially all of the economic benefits from the use of our shopping center space and have the right to direct how and for what purpose the real estate space is used throughout the period of use. Given these contractual terms, the Company has determined that all tenant contracts of this nature contain a lease. The Company assesses lease classification for each new and modified lease. All new and modified leases which commenced in the year ended December 31, 2024 have been assessed and classified as operating leases. Contractual rent increases of renewal options are often fixed at the time of the initial lease agreement which may result in tenants being able to exercise their renewal options at amounts that are less than the fair value of the rent at the date of renewal. In addition to fixed base rents, certain rental income derived from our tenant leases is variable and may be dependent on percentage rent or the Consumer Price Index (“CPI”). Variable lease payments from percentage rents are earned by the Company in the event the tenant's gross sales exceed certain amounts. Terms of percentage rent are agreed upon in the tenant's lease and will vary based on the tenant's sales. Variable lease payments dependent on the CPI will change in accordance with the corresponding increase or decrease in CPI if negotiated and agreed upon in the tenant's lease. Variable lease payments dependent on percentage rent and the CPI were $ 5.7 million, $ 5.5 million and $ 9.2 million for the years ended December 31, 2024, 2023 and 2022, respectively. Variable lease payments also arise from tenant expense reimbursements, which provide for the recovery of all or a portion of the operating expenses, common area maintenance expenses, real estate taxes, insurance and capital improvements of the respective property and amounted to $ 118.5 million, $ 103.7 million and $ 103.3 million for the years ended December 31, 2024, 2023 and 2022, respectively. The Company accounts for variable lease payments as rental revenue on the consolidated statements of income and comprehensive income in the period in which the changes in facts and circumstances on which the variable lease payments are based occur. The Company also has 20 properties in its portfolio either completely or partially on land or in a building that are owned by third parties. These properties are leased or subleased to us pursuant to ground leases, building leases or easements, with remaining terms ranging from one to 75 years and provide us the right to operate each such property. We also lease or sublease real estate for our two corporate offices with remaining terms ranging between less than one year and four years . Right-of-use 60 (“ROU”) assets are recorded for these leases, which represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from these leases. ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The initial measurement of a ROU asset may differ from the initial measurement of the lease liability due to initial direct costs, prepaid lease payments and lease incentives. As of December 31, 2024, no other contracts have been identified as leases . Our leases often offer renewal options, which we assess against relevant economic factors to determine whether the Company is reasonably certain of exercising or not exercising the option. Lease payments associated with renewal periods, for which the Company has determined are reasonably certain of being exercised, are included in the measurement of the corresponding lease liability and ROU asset. For finance leases and operating leases, the discount rate applied to measure each ROU asset and lease liability is based on the incremental borrowing rate of the lease due to the rate implicit in the lease not being readily determinable. The Company initially considers the general economic environment and factors in various financing and asset specific secured borrowings so that the overall incremental borrowing rate is appropriate to the intended use of the lease. Certain expenses derived from these leases are variable and are not included in the measurement of the corresponding lease liability and ROU asset, but are recognized in the period in which the obligation for those payments is incurred. These variable lease payments consist of payments for real estate taxes and common area maintenance, which is dependent on projects and activities at each individual property under ground or building lease. Noncontrolling Interests — Noncontrolling interests in consolidated subsidiaries represent the portion of equity that we do not own in those entities that we consolidate. We identify our noncontrolling interests separately within the equity section on the consolidated balance sheets. Noncontrolling interests in the Operating Partnership include OP units and limited partnership interests in the Operating Partnership in the form of LTIP unit awards classified as equity. Variable Interest Entities — Certain entities that do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties, or for which the equity owners as a group lack any one of the following characteristics: (i) the power, through voting rights or similar rights, to direct the activities of a legal entity that most significantly impacts the entity’s economic performance, (ii) the obligation to absorb the expected losses of the legal entity, or (iii) the right to receive the expected residual returns of the legal entity, qualify as VIEs. VIEs are required to be consolidated by their primary beneficiary. The primary beneficiary of a VIE has both the power to direct the activities that most significantly impact economic performance of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The consolidated financial statements reflect the consolidation of VIEs in which the Company is the primary beneficiary. Management uses its judgment when determining if we are the primary beneficiary of, or have a controlling financial interest in, an entity in which we have a variable interest. Factors considered in determining whether we have the power to direct the activities that most significantly impact the entity’s economic performance include voting rights, involvement in day-to-day capital and operating decisions and the extent of our involvement in the entity. Excluding the Operating Partnership, the Company had two entities that met the criteria of a VIE in which we held variable interests as of December 31, 2024 and 2023. These entities are VIEs primarily because the noncontrolling interests do not have substantive kick-out or participating rights and we control the significant operating decisions and consequently have the power to direct the activities that most significantly impact the economic performance of these entities. As we also have the obligation to absorb the majority of the losses and/or the right to receive a majority of the benefits for these entities, they were consolidated in our financial statements as of December 31, 2024 and 2023. The majority of the operations of these VIEs are funded with cash flows generated by the properties and periodic cash contributions. As of December 31, 2024 and 2023, excluding the Operating Partnership, the two consolidated VIEs had total assets of $ 38.9 million and $ 47.2 million, respectively, and total liabilities of $ 9.2 million and $ 20.3 million, respectively. Earnings Per Share and Unit — Basic earnings per common share and unit is computed by dividing net income attributable to common shareholders and unitholders by the weighted average common shares and units outstanding during the period. Unvested share-based payment awards that entitle holders to receive non-forfeitable dividends, such as our restricted stock awards, are classified as “participating securities.” Because the awards are considered participating securities, the Company and the Operating Partnership are required to apply the two-class method of computing basic and diluted earnings that would otherwise have been available to common shareholders and unitholders. Under the two-class method, earnings for the period are allocated between common shareholders and unitholders and other shareholders and unitholders, based on their respective rights to receive dividends. During periods of net loss, losses are allocated only to the extent the participating securities are required to absorb their share of such losses. Diluted earnings per common share and unit reflects the potential dilution of the assumed exercises of shares including stock options and unvested restricted shares to the extent they are dilutive. 61 Share-Based Compensation — We grant stock options, LTIP units, OP units, deferred share units, restricted share awards and performance-based units to our officers, trustees and employees. The term of each award is determined by the compensation committee of our Board of Trustees (the “Compensation Committee”), but in no event can such term be longer than ten years from the date of grant. The vesting schedule of each award is determined by the Compensation Committee, in its sole and absolute discretion, at the date of grant of the award. Dividends are paid on certain shares of unvested restricted stock, which makes the restricted stock a participating security. Fair value is determined, depending on the type of award, using either the Black-Scholes option-pricing model or the Monte Carlo method, both of which are intended to estimate the fair value of the awards at the grant date. In using the Black-Scholes option-pricing model, expected volatilities and dividend yields are primarily based on available implied data and peer group companies’ historical data. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. Compensation expense for restricted share awards is based on the fair value of our common shares at the date of the grant and is recognized ratably over the vesting period. For grants with a graded vesting schedule or a cliff vesting schedule, we have elected to recognize compensation expense on a straight-line basis. We reduce compensation expense related to forfeited awards in the period of forfeiture. Share-based compensation expense is included in general and administrative expenses on the consolidated statements of income and comprehensive income. When the Company issues common shares as compensation, it receives a like number of common units from the Operating Partnership. Accordingly, the Company’s ownership in the Operating Partnership will increase based on the number of common shares awarded under our 2015 Omnibus Share Plan and 2024 Omnibus Share Plan. As a result of the issuance of common units to the Company for share-based compensation, the Operating Partnership accounts for share-based compensation in the same manner as the Company. Income Taxes — The Company elected to be taxed as a REIT under sections 856-860 of the Code, commencing with the filing of its 2015 tax return for its tax year ended December 31, 2015. So long as the Company qualifies as a REIT under the Code, the Company will not be subject to U.S. federal income tax on net taxable income that it distributes annually to its shareholders. 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 and 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. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not. The Company applies the Financial Accounting Standards Board’s (“FASB”) guidance relating to uncertainty in income taxes recognized in a Company’s financial statements. Under this guidance the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The guidance on accounting for uncertainty in income taxes also provides guidance on derecognition, classification, interest and penalties on income taxes, and accounting in interim periods. The Company records interest and penalties relating to unrecognized tax benefits, if any, as income tax expense. Concentration of Credit Risk — A concentration of credit risk arises in our business when a national or regionally-based tenant occupies a substantial amount of space in multiple properties owned by us. In that event, if the tenant suffers a significant downturn in its business, it may become unable to make its contractual rent payments to us, exposing us to potential losses in rental revenue, expense recoveries, and percentage rent. Further, the impact may be magnified if the tenant is renting space in multiple locations. Generally, we do not obtain security from our national or regionally-based tenants in support of their lease obligations to us. We regularly monitor our tenant base to assess potential concentrations of credit risk. None of our tenants accounted for more than 10% of total revenues in the year ended December 31, 2024. As of December 31, 2024, The TJX Companies was our largest tenant with twenty-eight stores which comprised an aggregate of 873,159 sf and accounted for approximately $ 22.3 million, or 5.0 % of our total revenue for the year ended December 31, 2024. Derivative Financial Instruments and Hedging — At times, the Company may use derivative financial instruments to manage and mitigate exposure to fluctuations in interest rates on our variable rate debt. These derivatives are measured at fair value and 62 are recognized as assets or liabilities on the Company’s consolidated balance sheets, depending on the Company’s rights or obligations under the respective derivative contracts. The accounting for changes in the fair value of a derivative varies based on eligibility and Company elections, including the intended use of the derivative, whether the Company has elected to designate the derivative in a hedging relationship and apply hedge accounting, and whether the hedge relationship has satisfied certain criteria to be deemed an effective hedge. Effectiveness of the hedging relationship is assessed on a quarterly basis by a third party to determine if the relationship still meets the criteria to be considered an effective hedge. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. In a cash flow hedge, hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the earnings effect of the hedged transaction. A derivative instrument designated as a cash flow hedge is adjusted to fair value on the Company’s consolidated balance sheets. The change in fair value, net of the amortization of the purchase price of the instrument, is deemed to be the effective portion of change and is recognized in Other Comprehensive Income (“OCI”) in the Company’s consolidated statements of income and comprehensive income, with the amortization of the purchase price included in interest and debt expense. Cash flows from the derivative are included in the prepaid expenses and other assets, or accounts payable, accrued expenses and other liabilities line item in the statement of cash flows, depending on whether the hedged item is recognized as an asset or a liability. For further information on the Company’s derivative instruments and hedge designations, refer to Note 9 . Recently Issued Accounting Literature In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (Subtopic 220-40): Disaggregation of Income Statement Expenses which provides an update to improve the disclosures about a public business entity’s expenses and provide more detailed information about the types of expenses, including purchase of inventory, employee compensation, depreciation and amortization in commonly presented expense captions such as cost of sales, selling, general and administrative expenses and research and development. The Company is evaluating the impact of this update and will adopt the amendments in our December 31, 2025 Annual Report on Form 10-K. In March 2024, FASB issued ASU 2024-01 Compensation - Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards which provides clarity on how an entity determines whether a profits interest or similar award is within the scope of ASC 718. It also offers guidance on identifying whether such an award is not a share-based payment arrangement and therefore within the scope of other guidance. The Company has reviewed the update and determined it does not issue any profits interest or similar awards and therefore is not impacted by this ASU. In December 2023, FASB issued ASU 2023-09 Income Tax (Topic 740): Improvements to Income Tax Disclosures which provides for additional disclosures for rate reconciliations, disaggregation of income taxes paid, and other disclosures. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2024. The Company is evaluating the impact of this update and will adopt the amendments in its December 31, 2025 Annual Report on Form 10-K. In November 2023, FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which provides for additional disclosures as they relate to a Company’s segments. Additional requirements per the update include disclosures for significant segment expenses, measures of profit or loss used by the CODM and how these measures are used to allocate resources and assess segment performance. The amendments in this ASU will also apply to entities with a single reportable segment and are effective for all public entities for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company has evaluated the impact of this update on its disclosures and has applied the required amendments in this Annual report on Form 10-K for the year ended December 31, 2024. In August 2023, FASB issued ASU 2023-05 Business Combinations - Joint Venture Formation (Subtopic 805-60): Recognition and Initial Measurement , which provides an update to the accounting treatment of joint ventures upon formation. This update requires companies to measure assets and liabilities contributed to joint ventures at fair value at the time of formation and has an effective date of January 1, 2025. The update is to be applied prospectively, with a retrospective option for previously formed joint ventures. The Company has not elected retrospective application for its previously formed joint ventures and will adopt the provisions of this ASU for any future joint venture formations. Recent SEC Reporting Updates On March 6, 2024, the SEC issued its final ruling on The Enhancement and Standardization of Climate-Related Disclosures for Investors (Release No. 34-99678) . Provisions of the final rule require registrants to include climate-related disclosures that are both qualitative and quantitative in their annual reports and registration statements. These disclosures include, but are not 63 limited to, governance, risk management, strategy, emissions, capital expenditures, and climate-related targets and goals. Subsequent to issuance, the rules became the subject of litigation, and the SEC issued an order staying the rules to allow the legal process to proceed. At this time it is not easily determined what the timeline for resolution is and it is uncertain whether the rules will be upheld, amended or abolished. The Company is continuing to review the final rule and monitoring the litigation progress for possible impacts on the disclosure requirements. Any other recently issued accounting standards or pronouncements not disclosed above have been excluded as they are not relevant to the Company or the Operating Partnership, or they are not expected to have a material impact on our consolidated financial statements. 4. ACQUISITIONS AND DISPOSITIONS Acquisitions During the years ended December 31, 2024 and December 31, 2023, the Company closed on the following acquisitions: Date Purchased Property Name City State Square Feet Purchase Price (1) (in thousands) October 29, 2024 The Village at Waugh Chapel Gambrills MD 382,000 $ 128,230 April 5, 2024 Ledgewood Commons Roxbury Township NJ 448,000 83,211 February 8, 2024 Heritage Square Watchung NJ 87,000 33,838 2024 Total $ 245,279 October 23, 2023 Shoppers World Framingham MA 752,000 $ 243,587 October 23, 2023 Gateway Center Everett MA 640,000 68,585 June 21, 2023 Sunrise Mall (Ground Lease) (2) Massapequa NY — 2,071 2023 Total $ 314,243 (1) The total purchase price for the properties acquired in the years ended December 31, 2024 and December 31, 2023 include $ 4.8 million and $ 3.2 million of transaction costs incurred related to the transactions, respectively. (2) Pertains to the buyout and termination of a ground lease for certain land parcels at our Sunrise Mall property in which the Company previously held a lessee position. On October 29, 2024, the Company closed on the acquisition of The Village at Waugh Chapel, located in Gambrills, MD, for a purchase price of $ 128.2 million, including transaction costs. The grocery-anchored center aggregates 382,000 sf and includes national tenants such as Safeway, Marshalls, HomeGoods, T.J. Maxx and LA Fitness. The acquisition was funded through the assumption of a $ 60 million mortgage with an interest rate of 3.76 %, as well as proceeds from equity issuances under the Company’s at-the-market equity offering program and asset sales. In conjunction with the acquisition, the Company entered into a forward Section 1031 Exchange with the disposition of its property in Union, NJ, allowing for the deferral of capital gains resulting from the sale for tax purposes. At the same time, the Company also entered into a reverse Section 1031 Exchange, which, for a maximum of 180 days, allows us to defer, for tax purposes, gains on the sale of other properties identified and sold within the period. In addition to the VIEs mentioned in Note 3 , pursuant to the exchange agreements, the property, The Village at Waugh Chapel, is in possession of an Exchange Accommodation Titleholder (“EAT”) and is classified as a VIE until the earlier of the termination of the agreements or 180 days after the acquisition date. The EAT is the legal owner of the property, however, we control the activities that most significantly impact the entity and retain all of the economic benefits and risks associated with it. Therefore, since the title of the property will be transferred back to the Company and we have determined that we are the primary beneficiary of the VIE, we have consolidated the VIE and its operations as of the acquisition date. On April 5, 2024, the Company closed on the acquisition of Ledgewood Commons, located in Roxbury Township, NJ, for a purchase price of $ 83.2 million, including transaction costs. The center, aggregating 448,000 sf, is anchored by a grocer and includes two pre-approved but undeveloped outparcels. The purchase was initially funded using cash on hand. On May 3, 2024, the Company obtained a 5 -year, $ 50 million mortgage secured by the property that bears interest at a fixed rate of 6.03 %. On February 8, 2024, the Company acquired Heritage Square, an unencumbered 87,000 sf shopping center located in Watchung, NJ, for a purchase price of $ 33.8 million, including transaction costs. The property is anchored by Ulta and two TJX Companies concepts, HomeSense and Sierra Trading, and includes four outparcels occupied by Chick-Fil-A, CityMD, Miller’s Ale House and Starbucks. The acquisition was funded using cash on hand. On October 23, 2023, the Company closed on the acquisition of two properties, Shoppers World and Gateway Center, for a purchase price of $ 312.2 million, including transaction costs. The two centers comprise 1.4 million sf and are located in the 64 greater Boston area. The acquisitions were partially funded using proceeds from the disposition of the East Hanover Warehouses portfolio in a forward Section 1031 exchange, with the balance being financed by drawing on the Company’s unsecured line of credit. We entered into a reverse Section 1031 agreement with third-party intermediaries for the portion financed by the Company’s unsecured line of credit, which, for a maximum of 180 days, allows us to defer, for tax purposes, gains on the sale of other properties identified and sold within the period. The reverse Section 1031 Exchange requirements were satisfied with the disposition of Freeport Commons on December 29, 2023 and the exchange agreements were terminated on January 2, 2024. In connection with the acquisition of Sunrise Mall, located in Massapequa, NY, in December 2020, the Company acquired a lessee position in a ground lease with Arzillo Trust comprising two outparcels of approximately 2.25 acres. On June 21, 2023, the Company purchased the underlying assets from Arzillo Trust for a purchase price of $ 2.1 million, including transaction costs, which was allocated to land. As a result of this transaction, the existing ground lease was terminated and the remaining balance of the right-of-use asset of $ 1.0 million was reclassified to land. The aggregate purchase price of the above property acquisitions have been allocated as follows: (amount in thousands) Property Name Land Buildings and Improvements Identified Intangible Assets (1) Identified Intangible Liabilities (1) Debt Discount (2) Total Purchase Price (in thousands) The Village at Waugh Chapel $ 36,722 $ 91,207 $ 13,141 $ ( 17,894 ) $ 5,054 $ 128,230 Ledgewood Commons 24,313 56,352 15,137 ( 12,591 ) — 83,211 Heritage Square 7,343 24,643 4,763 ( 2,911 ) — 33,838 2024 Total $ 68,378 $ 172,202 $ 33,041 $ ( 33,396 ) $ 5,054 $ 245,279 Shoppers World $ 42,861 $ 198,317 $ 41,374 $ ( 38,965 ) $ — $ 243,587 Gateway Center 57,546 36,473 25,724 ( 51,158 ) — 68,585 Sunrise Mall (Ground Lease) 2,071 — — — — 2,071 2023 Total $ 102,478 $ 234,790 $ 67,098 $ ( 90,123 ) $ — $ 314,243 (1) As of December 31, 2024, the remaining weighted average amortization periods of the identified intangible assets and identified intangible liabilities acquired in 2024 were 8.2 years and 16.7 years, respectively, and the remaining weighted average amortization periods of the identified intangible assets and identified intangible liabilities acquired in 2023 were 5.8 years and 29.1 years, respectively. (2) Included in mortgages payable, net on the consolidated balance sheets. Dispositions During the year ended December 31, 2024, the Company disposed of three properties comprising 454,000 sf and received proceeds of $ 59.9 million, net of selling costs, resulting in a $ 37.9 million gain on sale of real estate. On October 29, 2024, the Company sold a single-tenant property located in Union, NJ for a gross price of $ 71 million and recognized a gain on sale of real estate of $ 23.3 million. The outstanding $ 44.5 million mortgage encumbering the property was assumed by the buyer at closing. This transaction was structured as part of a Section 1031 Exchange with the acquisition of The Village at Waugh Chapel which closed on October 29, 2024, allowing for the deferral of capital gains resulting from the sale for income tax purposes. On April 26, 2024, the Company completed the sale of its 127,000 sf industrial property located in Lodi, NJ for a gross price of $ 29.2 million and recognized a gain on sale of real estate of $ 13.1 million. The sale was structured as part of a Section 1031 Exchange with the acquisition of Heritage Square which closed on February 8, 2024, allowing for the deferral of capital gains resulting from the sale for income tax purposes. On March 14, 2024, the Company completed the sale of its 95,000 sf property located in Hazlet, NJ for a gross price of $ 8.7 million and recognized a gain on sale of real estate of $ 1.5 million. The total gain on sale of real estate of $ 38.8 million for the year ended December 31, 2024 includes amounts related to properties disposed of in prior periods. During the year ended December 31, 2023, the Company disposed of two properties and one property parcel comprising 1.5 million sf for an aggregate gross sales price of $ 318 million. In connection with the dispositions and the release of escrow funds related to properties that were disposed of in prior periods, the Company recognized a gain on sale of real estate of $ 217.7 million. 65 On December 29, 2023, the Company completed the sale of Freeport Commons, located in Freeport, NY, for a gross price of $ 78.5 million. The $ 43.1 million mortgage loan secured by the property was repaid at closing using proceeds from the sale. The sale of this property satisfied the remaining requirements of the Section 1031 Exchange agreement entered into with the acquisitions of Shoppers World and Gateway Center on October 23, 2023, allowing for the deferral of capital gains from the sale for income tax purposes. On December 13, 2023, the Company sold a parcel of its Tonnelle Commons property located in North Bergen, NJ for a gross price of $ 22 million. The parcel comprised approximately 75,000 sf and included a self-storage facility. On October 20, 2023, the Company completed the sale of its East Hanover Warehouses portfolio for a gross price of $ 217.5 million. The East Hanover Warehouses comprised seven buildings, totaling 1.2 million sf. The proceeds from the disposition were used to pay off the $ 40.1 million loan secured by the property at closing and to partially fund the purchase of two properties, Shoppers World and Gateway Center, located in the greater Boston area. In connection with the sale, we entered into a forward Section 1031 Exchange agreement with third-party intermediaries which allows us to defer, for tax purposes, the gain on sale of the property until the earlier of the termination of the agreement or 180 days after the date of the disposition. The forward 1031 Exchange requirements were satisfied with the Boston acquisitions on October 23, 2023 and the Exchange agreement was terminated. Real Estate Held for Sale During the fourth quarter of 2024, the Company executed a contract with a third-party buyer to sell a portion of Bergen Town Center East, located in Paramus, NJ, for a gross purchase price of $ 25 million. As of December 31, 2024, the portion of the property under contract met the criteria to be classified as held for sale and the aggregate carrying value of $ 10.3 million was reclassified and included in prepaid expenses and other assets on our consolidated balance sheets. 5. IDENTIFIED INTANGIBLE ASSETS AND LIABILITIES The following table summarizes our identified intangible assets and liabilities: (Amounts in thousands) December 31, 2024 December 31, 2023 In-place leases $ 164,291 $ 148,668 Accumulated amortization ( 61,671 ) ( 45,877 ) Above-market leases 10,564 14,993 Accumulated amortization ( 3,357 ) ( 3,897 ) Other intangible assets — 1,635 Accumulated amortization — ( 1,625 ) Identified intangible assets, net of accumulated amortization 109,827 113,897 Below-market leases 227,771 217,021 Accumulated amortization ( 50,275 ) ( 46,610 ) Identified intangible liabilities, net of accumulated amortization $ 177,496 $ 170,411 Amortization of acquired below-market leases, net of acquired above-market leases resulted in rental income of $ 9.7 million , $ 8.2 million , and $ 6.7 million for the years ended December 31, 2024, 2023 and 2022, respectively. Amortization of acquired in-place leases and customer relationships resulted in depreciation and amortization expense of $ 30.3 million , $ 13.5 million , and $ 10.9 million for the years ended December 31, 2024, 2023 and 2022, respectively. The following table sets forth the estimated annual amortization (expense) and income related to intangible assets and liabilities for the five succeeding years commencing January 1, 2025: (Amounts in thousands) Below-Market Above-Market In-Place Lease Year Operating Lease Amortization Operating Lease Amortization Amortization 2025 $ 11,855 $ ( 2,448 ) $ ( 23,755 ) 2026 11,373 ( 1,254 ) ( 16,218 ) 2027 11,235 ( 1,023 ) ( 13,238 ) 2028 11,059 ( 990 ) ( 11,447 ) 2029 10,736 ( 931 ) ( 9,897 ) 66 6. MORTGAGES PAYABLE The following is a summary of mortgages payable as of December 31, 2024 and December 31, 2023. Interest Rate at December 31, December 31, (Amounts in thousands) Maturity December 31, 2024 2024 2023 Mortgages secured by: Variable rate Hudson Commons (1) 11/15/2024 — % $ — $ 26,930 Gun Hill Commons (1) 12/1/2024 — % — 23,696 Plaza at Woodbridge (2) 6/8/2027 5.26 % 50,905 52,278 Total variable rate debt 50,905 102,904 Fixed rate West End Commons 12/10/2025 3.99 % 23,717 24,196 Town Brook Commons 12/1/2026 3.78 % 29,610 30,229 Rockaway River Commons 12/1/2026 3.78 % 26,215 26,763 Hanover Commons 12/10/2026 4.03 % 60,155 61,324 Tonnelle Commons 4/1/2027 4.18 % 95,286 97,115 Manchester Plaza 6/1/2027 4.32 % 12,500 12,500 Millburn Gateway Center 6/1/2027 3.97 % 21,525 22,015 Totowa Commons 12/1/2027 4.33 % 50,800 50,800 Woodbridge Commons 12/1/2027 4.36 % 22,100 22,100 Brunswick Commons 12/6/2027 4.38 % 63,000 63,000 Rutherford Commons 1/6/2028 4.49 % 23,000 23,000 Kingswood Center (3) 2/6/2028 — % — 69,054 Hackensack Commons 3/1/2028 4.36 % 66,400 66,400 Marlton Commons 12/1/2028 3.86 % 36,024 36,725 Union (Vauxhall) (4) 12/10/2028 — % — 45,202 Yonkers Gateway Center (5) 4/10/2029 6.30 % 50,000 23,148 Ledgewood Commons 5/5/2029 6.03 % 50,000 — The Shops at Riverwood 6/24/2029 4.25 % 20,958 21,326 Shops at Bruckner 7/1/2029 6.00 % 37,350 37,817 Greenbrook Commons (6) 9/1/2029 6.03 % 31,000 25,065 Huntington Commons 12/5/2029 6.29 % 43,704 43,704 Bergen Town Center 4/10/2030 6.30 % 290,000 290,000 The Outlets at Montehiedra 6/1/2030 5.00 % 73,551 75,590 Montclair (7) 8/15/2030 3.15 % 7,250 7,250 Garfield Commons 12/1/2030 4.14 % 38,886 39,607 The Village at Waugh Chapel (8) 12/1/2031 3.76 % 55,071 — Brick Commons (9) 12/10/2031 5.20 % 50,000 47,683 Woodmore Towne Centre 1/6/2032 3.39 % 117,200 117,200 Newington Commons 7/1/2033 6.00 % 15,719 15,920 Shops at Caguas 8/1/2033 6.60 % 81,504 82,000 Briarcliff Commons 10/1/2034 5.47 % 30,000 — Mount Kisco Commons (10) 11/15/2034 6.40 % 10,390 11,098 Total fixed rate debt 1,532,915 1,487,831 Total mortgages payable 1,583,820 1,590,735 Unamortized debt issuance costs ( 14,067 ) ( 12,625 ) Total mortgages payable, net of unamortized debt issuance costs $ 1,569,753 $ 1,578,110 (1) The Company paid off the loan prior to maturity on January 2, 2024. (2) Bears interest at one month SOFR plus 226 bps. The variable component of the debt is hedged with an interest rate cap agreement to limit SOFR to a maximum of 3 %, which expires July 1, 2025. 67 (3) On June 27, 2024, the property was foreclosed on and the lender took possession, discharging the Company of all assets and liabilities associated with it. As a result, the Company recognized a $ 21.7 million gain on extinguishment of debt in the second quarter of 2024. (4) On October 29, 2024, the Company sold the property and the outstanding $ 44.5 million mortgage was assumed by the buyer at closing. (5) On March 28, 2024, the Company refinanced the mortgage on Yonkers Gateway Center with a new 5 -year, $ 50 million loan. (6) The Company paid off the previous variable rate loan in January 2024. On August 29, 2024, the Company obtained a new 5 -year, $ 31 million fixed rate loan. (7) Bears interest at SOFR plus 257 bps. The fixed and variable components of the debt are hedged with an interest rate swap agreement, fixing the rate at 3.15 %, which expires at the maturity of the loan. (8) On October 29, 2024, the Company assumed the mortgage in connection with the acquisition of The Village at Waugh Chapel. The mortgage payable balance includes a $ 4.9 million debt mark-to-market discount. (9) On November 21, 2024, the Company refinanced the mortgage secured by Brick Commons with a new 7 -year, $ 50 million loan. (10) Mortgage payable balance includes a $ 0.6 million debt mark-to-market discount. The net carrying amount of real estate collateralizing the above indebtedness amounted to approximately $ 1.5 billion as of December 31, 2024. Our mortgage loans contain covenants that limit our ability to incur additional indebtedness on these properties and in certain circumstances require lender approval of tenant leases and/or yield maintenance upon repayment prior to maturity. As of December 31, 2024, we were in compliance with all debt covenants. As of December 31, 2024, the principal repayments of the Company’s total outstanding debt for the next five years and thereafter are as follows: (Amounts in thousands) Year Ending December 31, 2025 $ 36,373 2026 124,959 2027 316,636 2028 181,188 2029 232,380 Thereafter 742,284 Revolving Credit Agreement On January 15, 2015, we entered into a $ 500 million Revolving Credit Agreement with certain financial institutions. On March 7, 2017, we amended and extended the Revolving Credit Agreement. The amendment increased the credit facility size by $ 100 million to $ 600 million and extended the maturity date to March 7, 2021 with two six-month extension options. On July 29, 2019, we entered into a second amendment to the Revolving Credit Agreement to extend the maturity date to January 29, 2024 with two six-month extension options. On June 3, 2020, we entered into a third amendment to the Revolving Credit Agreement, which among other things, modifies certain definitions and the measurement period for certain financial covenants to a trailing four-quarter period instead of the most recent quarter period annualized. On August 9, 2022, we restated and amended the Revolving Credit Agreement, in order to, among other things, increase the credit facility size by $ 200 million to $ 800 million and extend the maturity date to February 9, 2027, with two six-month extension options. Borrowings under the Revolving Credit Agreement are subject to interest at SOFR plus 1.03 % to 1.50 % and an annual facility fee of 15 to 30 basis points. Both the spread over SOFR and the facility fee are based on our current leverage ratio and are subject to change. The Revolving Credit Agreement contains customary financial covenants including a maximum leverage ratio of 60 % and a minimum fixed charge coverage ratio of 1.5 x. The Company has obtained seven letters of credit issued under the Revolving Credit Agreement, aggregating $ 32.1 million. The letters of credit that were issued were provided to mortgage lenders and other entities to secure the Company’s obligations in relation to certain reserves and capital requirements. The letters of credit issued under the Revolving Credit Agreement have reduced the amount available under the facility commensurate with the face values but remain undrawn and no separate liability has been recorded in association with them. On October 25, 2024, the Company borrowed $ 65 million under its Revolving Credit Agreement and subsequently repaid $ 15 million of the balance. As of December 31, 2024, $ 50 million was outstanding under the Revolving Credit Agreement with an available remaining balance of $ 717.9 million under the facility, including undrawn letters of credit. Financing costs associated with executing the Revolving Credit Agreement of $ 3.4 million and $ 5.1 million as of December 31, 2024 and 2023, respectively, are included in the prepaid expenses and other assets line item of the consolidated balance sheets, as deferred financing costs, net. 68 Financing Activity In connection with the acquisition of The Village at Waugh Chapel on October 29, 2024, the Company assumed a $ 60 million fixed rate mortgage secured by the property with an interest rate of 3.76 % and remaining term of approximately 7 years. On September 13, 2024, the Company obtained a 10 -year, $ 30 million mortgage loan secured by its property Briarcliff Commons, located in Morris Plains, NJ. The loan bears interest at a fixed rate of 5.47 %. On August 29, 2024, the Company obtained a 5 -year, $ 31 million mortgage loan secured by its property Greenbrook Commons, located in Watchung, NJ. The loan bears interest at a fixed rate of 6.03 %. On May 3, 2024, the Company obtained a 5 -year, $ 50 million mortgage loan secured by its property Ledgewood Commons, located in Roxbury Township, NJ. The loan bears interest at a fixed rate of 6.03 %. Refinancing Activity On November 21, 2024, the Company refinanced the mortgage secured by its property Brick Commons with a new 7 -year, $ 50 million loan bearing interest at a fixed rate of 5.20 %. The proceeds from the new loan were used to pay off the previous mortgage on the property which had an outstanding balance of $ 46.8 million. On March 28, 2024, the Company refinanced the mortgage secured by its property, Yonkers Gateway Center, with a new 5 -year, $ 50 million mortgage loan bearing interest at a fixed rate of 6.30 %. The proceeds from the new loan were used to pay off the previous mortgage on the property which had an outstanding balance of $ 22.7 million. Mortgage Repayments On January 2, 2024, the Company paid off three variable rate mortgage loans aggregating $ 75.7 million which were due to mature in the fourth quarter of 2024. The loans were secured by Hudson Commons, Greenbrook Commons, and Gun Hill Commons, and had interest rates of 7.34 % on the payoff date. As a result of the early payoff, the Company recognized a $ 0.3 million loss on extinguishment of debt. Mortgage on Kingswood Center In March 2023, an office tenant representing 50,000 sf (approximately 40 % of the total gross leasable area) informed us that they intended to vacate in 2024, and a tenant representing 17,000 sf terminated their lease early effective April 17, 2023. As a result of these events, the Company notified the servicer that the projected cash flows generated by the property would be insufficient to cover debt service and that it was unwilling to fund the shortfalls. In May 2023, the loan was transferred to special servicing at the Company’s request, and per the terms of the loan agreement, the Company began to accrue default interest at a rate of 5 % on the outstanding principal balance. On June 27, 2024, the foreclosure process was completed and the lender took possession of the property, eliminating the $ 68.6 million mortgage liability secured by the property and resulting in a $ 21.7 million gain on extinguishment of debt. Mortgage on The Outlets at Montehiedra In connection with the refinancing of the loan secured by The Outlets at Montehiedra in the second quarter of 2020, the Company provided a $ 12.5 million limited corporate guarantee. The guarantee is reduced commensurate with the loan amortization schedule and will reduce to zero in approximately 1.8 years. As of December 31, 2024, the remaining exposure under the guarantee is $ 4.1 million. There was no separate liability recorded related to this guarantee. 7. INCOME TAXES The Company elected to be taxed as a REIT under sections 856-860 of the Code, commencing with the filing of its 2015 tax return for its tax year ended December 31, 2015. So long as the Company qualifies as a REIT under the Code, the Company will not be subject to U.S. federal income tax on net taxable income that it distributes annually to its shareholders. 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 and 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. The Company satisfied its REIT distribution requiremen t by distributing $ 0.68 , $ 0.64 and $ 0.64 per common share in 2024, 2023 and 2022, respectively. The distributions comprised a regular quarterly cash dividend of $ 0.17 per common share declared for each quarter of 2024 and a regular quarterly cash dividend of $ 0.16 per common share declared for each quarter of 2023 and 2022. The taxability of such dividends for the years ended December 31, 2024, 2023 and 2022 are as follows: 69 Year Ended December 31, 2024 2023 2022 Dividend paid per share $ 0.68 $ 0.64 $ 0.64 Ordinary income 91 % 88 % 100 % Return of capital — % — % — % Capital gains 9 % 12 % — % For U.S. federal income tax purposes, the REIT and other minority members are partners in the Operating Partnership. As such, the partners are required to report their share of taxable income on their respective tax returns. However, the Company maintains certain non-real estate operating activities that could not be performed by the REIT, and occur through the Company’s TRS, which is subject to federal, state and local income taxes. These income taxes are included in income tax expense in the consolidated statements of income and comprehensive income. During the year ended December 31, 2024, the REIT was subject to Puerto Rico corporate income taxes on its allocable share of the Company’s Puerto Rico operating activities. The Puerto Rico corporate income tax consists of a flat 18.5 % tax rate plus a graduated income surcharge tax for a maximum corporate income tax rate of 37.5 %. In addition, the REIT is subject to a 10 % branch profits tax on the earnings and profits generated from its allocable share of the Company’s Puerto Rico operating activities and such tax is included in income tax expense in the consolidated statements of income and comprehensive income. On August 30, 2023, the Company completed a mortgage refinancing at its mall in Puerto Rico, the Shops at Caguas. As a result of the refinancing and the cancellation of indebtedness for tax purposes, the Company recognized a Puerto Rico income tax expense of $ 16.3 million, consisting of a current tax liability of $ 4.7 million and a deferred tax expense of $ 11.6 million. The deferred tax expense is attributable to a write-down of our Puerto Rico tax basis in the Shops at Caguas for a portion of the debt forgiven. Refer to Note 6 to the consolidated financial statements included in Part II, Item 8 of the Annual Report on Form 10-K for the year ended December 31, 2023 for further information on the Shops at Caguas refinancing. A reduction of the carrying amounts of deferred tax assets by a valuation allowance is required if, based on the evidence available, it is more likely than not (a likelihood of more than 50 percent) that some portion or all of the deferred tax assets will not be realized. Management’s determination of the ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the underlying temporary differences become deductible. As of December 31, 2024, with the exception of certain state and local deferred tax assets, management determined that it is more likely than not that all deferred tax assets will be realized. The Company recorded a valuation allowance against certain state and local deferred tax assets because management determined it is not more likely than not that these state and local deferred tax assets will be realized. There has been no change to the valuation allowance recorded against these state and local deferred tax assets during 2024. We account for uncertain tax positions in accordance with ASC 740 Income Taxes on the basis of a two-step process whereby (i) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority . During the years ended December 31, 2024 and 2023, income before income taxes from the Company’s operating activities in the United States was $ 71.1 million and $ 226.4 million, respectively, and in Puerto Rico was $ 6.7 million and $ 51.2 million, respectively. For the year ended December 31, 2024, the Puerto Rico income tax expense was $ 2.4 million, as compared to a Puerto Rico income tax expense of $ 18.5 million for the year ended December 31, 2023. The decrease was driven by the gain previously noted on the mortgage refinancing at the Shops at Caguas in the third quarter of 2023. Income taxes are accounted for under the asset and liability method. Deferred income taxes are recognized for the tax effect of temporary differences between the financial reporting basis and the tax basis of taxable assets and liabilities and for the tax effect of carried forward tax attributes such as net operating losses and tax credits. 70 Income tax expense for the years ended December 31, 2024, 2023 and 2022 consist of the following: Year Ended December 31, (Amounts in thousands) 2024 2023 2022 Income tax expense (benefit): Current: U.S. federal income tax $ — $ 4 $ 11 U.S. state and local income tax 19 ( 674 ) 10 Puerto Rico income tax 2,486 4,753 78 Total current 2,505 4,083 99 Deferred: U.S. federal income tax ( 1 ) — 1 Puerto Rico income tax ( 118 ) 13,717 2,803 Total deferred ( 119 ) 13,717 2,804 Total income tax expense $ 2,386 $ 17,800 $ 2,903 Provision for income taxes differs from the amounts computed by applying the statutory federal income tax rate to consolidated net income before income taxes as follows: Year Ended December 31, (Amounts in thousands) 2024 2023 2022 Federal provision at statutory tax rate (1) $ 16,345 $ 58,312 $ 10,551 REIT income before income taxes not subject to federal tax provision ( 16,345 ) ( 58,308 ) ( 10,539 ) State and local income tax provision, net of federal benefit 18 ( 674 ) 10 Puerto Rico income tax provision 2,368 18,470 2,881 Total income tax expense $ 2,386 $ 17,800 $ 2,903 (1) Federal statutory tax rate of 21% for the years ended December 31, 2024, 2023 and 2022. Below is a table summarizing the Company’s deferred tax assets and liabilities as of December 31, 2024 and 2023: Balance at (Amounts in thousands) December 31, 2024 December 31, 2023 Deferred tax assets: Depreciation $ 21,936 $ 21,586 Amortization of deferred financing costs 136 152 Rental revenue deemed uncollectible 627 410 Charitable contribution 7 7 Net operating loss 7 7 Tax credit carryforward (1) 3,808 — Total deferred tax assets 26,521 22,162 Deferred tax liabilities: Straight line rent ( 1,568 ) ( 1,111 ) Amortization of acquired leases ( 126 ) ( 152 ) Total deferred tax liabilities ( 1,694 ) ( 1,263 ) Net deferred tax assets $ 24,827 $ 20,899 (1) As of December 31, 2024, the Company has a Puerto Rico tax credit carryforward totaling $ 3.8 million which, if unused, may be carried forward indefinitely. 71 8. LEASES Leases as lessor We have approximately 1,100 operating leases at our retail shopping centers and malls which generate rental income from tenants and operating cash flows for the Company. Our tenant base comprises a diverse group of merchants including department stores, grocers, discounters, entertainment offerings, health clubs, DIY stores, in-line specialty shops, restaurants and other food and beverage vendors and service providers. Tenant leases under 10,000 sf generally have lease terms of 5 years or less. Tenant leases 10,000 sf or more are considered anchor leases and generally have lease terms of 10 to 25 years, with one or more renewal options available upon expiration of the initial lease term. Contractual rent increases for the renewal options are often fixed at the time of the initial lease agreement which may result in tenants being able to exercise their renewal options at amounts that are less than the fair value of the rent at the date of renewal. The components of rental revenue for the years ended December 31, 2024, 2023 and 2022 were as follows: Year Ended December 31, (Amounts in thousands) 2024 2023 2022 Rental Revenue Fixed lease revenue $ 329,555 $ 304,050 $ 290,784 Variable lease revenue (1) 114,910 102,062 105,592 Total rental revenue $ 444,465 $ 406,112 $ 396,376 (1) Percentage rent for the years ended December 31, 2024, 2023 and 2022 were $ 3.6 million, $ 3.6 million and $ 3.9 million, respectively. Property, plant and equipment under operating leases as lessor As of December 31, 2024, 2023 and 2022 , substantially all of the Company’s real estate assets are subject to operating leases. Maturity analysis of lease payments as lessor The Company’s operating leases, including those with revenue recognized on a cash basis, are disclosed in the aggregate due to their consistent nature as real estate leases. As of December 31, 2024 , the undiscounted cash flows to be received from lease payments of our operating leases on an annual basis for the next five years and thereafter are as follows: (Amounts in thousands) Year Ending December 31, 2025 $ 320,675 2026 306,161 2027 284,582 2028 256,069 2029 203,043 Thereafter 802,656 Total undiscounted cash flows $ 2,173,186 Leases as lessee As of December 31, 2024, the Company had 20 properties in its portfolio either completely or partially on land or in a building owned by third parties. These properties are leased or subleased to us pursuant to ground leases, building leases or easements, with remaining terms ranging from one to 75 years and provide us the right to operate the property. We also lease or sublease real estate for our two corporate offices with remaining terms ranging from less than one year to four years . The components of lease expense for the years ended December 31, 2024, 2023 and 2022 were as follows: Year Ended December 31, (Amounts in thousands) 2024 2023 2022 Lease expense Operating lease cost (1) $ 10,239 $ 9,732 $ 9,707 Variable lease cost 2,930 2,902 2,753 Total lease expense $ 13,169 $ 12,634 $ 12,460 72 (1) During the years ended December 31, 2024, 2023, and 2022 the Company recognized sublease income of $ 20.4 million, $ 18.7 million and $ 18.6 million, respectively, included in rental revenue on the consolidated statements of income and comprehensive income in relation to certain ground and building lease arrangements. Operating lease cost includes amortization of below-market ground lease intangibles and straight-line lease expense. Supplemental balance sheet information related to leases as of December 31, 2024 and December 31, 2023 was as follows: December 31, 2024 December 31, 2023 Supplemental noncash information Operating leases Finance lease Operating leases Finance lease Weighted-average remaining lease term 11.4 years 31.2 years 13.8 years 32.2 years Weighted-average discount rates 4.38 % 4.01 % 4.39 % 4.01 % Supplemental cash information related to leases for the years ended December 31, 2024 and 2023 was as follows: (Amounts in thousands) Year Ended December 31, Cash paid for amounts included in the measurement of lease liabilities: 2024 2023 Operating cash flows from operating leases $ 10,016 $ 9,476 Operating cash flows from finance lease 122 121 Financing cash flows from finance lease 13 12 Right-of-use assets obtained in exchange for lease liabilities: Operating leases $ 15,837 $ 810 Maturity analysis of lease payments as lessee The undiscounted cash flows to be paid on an annual basis for the next five years and thereafter are presented in the table below. The total amount of lease payments, on an undiscounted basis, are reconciled to the lease liability included within accounts payable, accrued expenses and other liabilities on the consolidated balance sheets by considering the present value discount. (Amounts in thousands) Operating Finance Year Ending December 31, leases lease 2025 $ 8,730 $ 109 2026 8,307 124 2027 8,045 127 2028 7,864 127 2029 6,020 127 Thereafter 36,208 5,917 Total undiscounted cash flows 75,174 6,531 Present value discount ( 12,589 ) ( 3,491 ) Discounted cash flows $ 62,585 $ 3,040 9. FAIR VALUE MEASUREMENTS ASC 820, Fair Value Measurement and Disclosures defines fair value and establishes a framework for measuring fair value. The objective of fair value is to determine the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price). ASC 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels: Level 1 - quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities; Level 2 - observable prices based on inputs not quoted in active markets, but corroborated by market data; and Level 3 - unobservable inputs used when little or no market data is available. The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as consider counterparty credit risk in our assessment of fair value. Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis Financial assets and liabilities that are measured at fair value on our consolidated balance sheets consist of one interest rate cap and one interest rate swap. We rely on third-party valuations that use market observable inputs, such as credit spreads, yield 73 curves and discount rates, to assess the fair value of these instruments. In accordance with the fair value hierarchy established by ASC 820, these financial instruments have been classified as Level 2 as quoted market prices are not readily available for valuing the assets. The tables below summarize the recorded amount of assets and liabilities measured at fair value on a recurring basis as of December 31, 2024 and 2023: As of December 31, 2024 (Amounts in thousands) Level 1 Level 2 Level 3 Total Interest rate cap and swap (1) $ — $ 1,642 $ — $ 1,642 As of December 31, 2023 Level 1 Level 2 Level 3 Total Interest rate cap and swap (1) $ — $ 2,515 $ — $ 2,515 (1) Included in Prepaid expenses and other assets on the consolidated balance sheets. Derivatives and Hedging When we designate a derivative as a hedge, depending on the nature of the hedge, changes in the fair value of the instrument will be recognized in OCI until the gains or losses are reclassified to earnings. Derivatives that are not designated as hedges are adjusted to fair value through earnings. Cash flows from the derivative are included in the prepaid expenses and other assets, or accounts payable, accrued expenses and other liabilities line item in the statement of cash flows, depending on whether the hedged item is recognized as an asset or a liability. As of December 31, 2024, the Company was a counterparty to two interest rate derivative agreements which have been designated as cash flow hedges. The tables below summarize our derivative instruments, which are used to hedge the corresponding variable rate debt, as of December 31, 2024 and 2023: (Amounts in thousands) As of December 31, 2024 Hedged Instrument Fair Value Notional Amount Spread Interest Rate Effective Interest Rate Expiration Plaza at Woodbridge interest rate cap $ 391 $ 50,905 SOFR + 2.26 % 6.70 % 5.26 % 7/1/2025 Montclair interest rate swap $ 1,251 $ 7,250 SOFR + 2.57 % 7.10 % 3.15 % 8/15/2030 As of December 31, 2023 Hedged Instrument Fair Value Notional Amount Spread Interest Rate Effective Interest Rate Expiration Plaza at Woodbridge interest rate cap $ 1,259 $ 52,278 SOFR + 2.26 % 7.49 % 5.26 % 7/1/2025 Montclair interest rate swap $ 1,256 $ 7,250 SOFR + 2.57 % 7.76 % 3.15 % 8/15/2030 The table below summarizes the effect of our derivative instruments on our consolidated statements of income and comprehensive income for the years ended December 31, 2024 and 2023: Unrealized Gain Recognized in OCI on Derivatives (Amounts in thousands) Years ended December 31, Hedged Instrument 2024 2023 Plaza at Woodbridge interest rate cap $ ( 296 ) $ 32 Montclair interest rate swap ( 5 ) ( 211 ) Total $ ( 301 ) $ ( 179 ) Financial Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis There were no financial assets or liabilities measured at fair value on a non-recurring basis as of December 31, 2024 and December 31, 2023. Financial Assets and Liabilities not Measured at Fair Value Financial assets and liabilities that are not measured at fair value on the consolidated balance sheets include cash and cash equivalents, mortgages payable and borrowings under the Company’s unsecured line of credit. Cash and cash equivalents are carried at cost, which approximates fair value. The fair value of mortgages payable and borrowings under the line of credit are calculated based on current market prices and discounted cash flows at the current rate at which similar loans would be made to 74 borrowers with similar credit ratings for the remaining term of such debt, which is provided by a third-party specialist. The fair value of cash and cash equivalents is classified as Level 1 and the fair value of mortgages payable and borrowings under the line of credit are classified as Level 2. The table below summarizes the carrying amounts and fair value of our level 2 financial instruments as of December 31, 2024 and December 31, 2023. As of December 31, 2024 As of As of December 31, 2023 (Amounts in thousands) Carrying Amount Fair Value Carrying Amount Fair Value Mortgages payable (1) $ 1,583,820 $ 1,464,996 $ 1,590,735 $ 1,489,601 Unsecured credit facility 50,000 48,333 153,000 145,882 (1) Carrying amounts exclude unamortized debt issuance costs of $ 14.1 million and $ 12.6 million as of December 31, 2024 and 2023, respectively. Nonfinancial Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis We assess the carrying value of our properties for impairment quarterly, and when events or changes in circumstances indicate that the carrying value may not be recoverable. Such events and changes include macroeconomic conditions, operating performance, and environmental and regulatory changes, which may result in property operational disruption and could indicate that the carrying amount may not be recoverable. There were no impairment charges recognized during the year ended December 31, 2024. During the first quarter of 2023, the Company recognized an impairment charge of $ 34.1 million on our property, Kingswood Center. The property, an office and retail center comprising 129,000 sf, was acquired in February 2020 and is located in Brooklyn, NY. In March of 2023, an office tenant representing 50,000 sf informed us that they intended to vacate in 2024, and a tenant representing 17,000 sf terminated their lease early effective April 17, 2023. As a result of these events and the uncertainty of the office market, we determined that the undiscounted future cash flows and future terminal value were less than the carrying value of the property. On June 27, 2024, the property was foreclosed on and the Company no longer has possession. The impairment charge of $ 34.1 million was calculated as the difference between the asset’s individual carrying value and the estimated fair value of $ 49 million less estimated selling costs, which was based on the discounted future cash flows and future terminal value. The discounted cash flows and terminal value utilized a discount rate of 8 % and capitalization rates of 6 % for retail and 7 % for office, which were corroborated by third-party valuations and market data. The impairment charge is recorded within the real estate impairment loss line item on our consolidated statements of income and comprehensive income. The Company believes the inputs utilized to measure these fair values were reasonable in the context of applicable market conditions, however due to the significance of the unobservable inputs in the overall fair value measures, including market conditions and expectations for growth, the Company determined that such fair value measurements are classified as Level 3. Impairment charges of $ 34.1 million are included as an expense within real estate impairment loss on our consolidated statements of income and comprehensive income for the year ended December 31, 2023. 10. COMMITMENTS AND CONTINGENCIES Legal Matters From time to time, we are a party to various legal proceedings, claims or regulatory inquiries and investigations arising out of, or incident to, our ordinary course of business. While we are unable to predict with certainty the outcome of any particular matter, management does not currently expect, when such matters are resolved, that our resulting exposure to loss contingencies, if any, will have a material adverse effect on our results of operations or consolidated financial position. During the fourth quarter of 2023, the Company settled an ongoing litigation matter pursuant to which it received a $ 10 million settlement payment related to unpaid rental income during the period of March 2020 through March 2021. The terms of the settlement are subject to a confidentiality agreement. Redevelopment and Anchor Repositioning The Company has 26 active development, redevelopment or anchor repositioning projects with total estimated costs of $ 162.6 million, of which $ 89.5 million remains to be funded as of December 31, 2024. We continue to monitor the stabilization dates of these projects, which can be impacted from economic conditions affecting our tenants, vendors and supply chains. We have identified future projects in our development pipeline, but we are under no obligation to execute and fund any of these projects and each of these projects is being further evaluated based on market conditions. 75 Insurance The Company maintains numerous insurance policies including for general liability, property, pollution, acts of terrorism, trustees’ and officers’, cyber, workers’ compensation and automobile-related liabilities. However, all such policies are subject to terms, conditions, exclusions, deductibles and sub-limits, among other limiting factors. For example, the Company’s terrorism insurance excludes coverage for nuclear, biological, chemical or radiological terrorism events as defined by the Terrorism Risk Insurance Program Reauthorization Act. Insurance premiums are typically charged directly to each of the properties but not all of the cost of such premiums are recovered. The Company is responsible for deductibles, losses in excess of insurance coverage, and the portion of premiums not reimbursable by tenants at our properties, which could be material. We continue to monitor the state of the insurance market and the scope and costs of available coverage. Certain insurance premiums have increased significantly and may continue to do so in the future. We cannot anticipate what coverage will be available on commercially reasonable terms and expect premiums across most coverage lines to continue to increase in light of recent events including hurricanes and flooding in our core markets. The incurrence of uninsured losses, costs or uncovered premiums could materially and adversely affect our business, results of operations and consolidated financial position. Certain of our loans and other agreements contain customary covenants requiring the maintenance of insurance coverage. Although we believe that we currently have adequate insurance coverage for purposes of these agreements, we may not be able to obtain an equivalent amount of coverage at reasonable costs in the future. If lenders or other counterparties insist on greater coverage than we are able to obtain, such requirement could materially and adversely affect our ability to finance our properties and expand our portfolio. Environmental Matters Each of our properties has been subjected to varying degrees of environmental assessment at various times. Based on these assessments, we have accrued costs of $ 1.3 million and $ 1.4 million on our consolidated balance sheets as of December 31, 2024 and 2023, respectively, for remediation costs for environmental contamination at certain properties. While this accrual reflects our best estimates of the potential costs of remediation at these properties, there can be no assurance that the actual costs will not exceed these amounts. Although we are not aware of any other material environmental contamination, there can be no assurance that the identification of new areas of contamination, changes in the extent or known scope of contamination, the discovery of additional sites, or changes in cleanup requirements would not result in significant costs to us. Bankruptcies Although our rental revenue is supported by long-term leases, leases may be rejected in a bankruptcy proceeding and the related tenant stores may permanently vacate prior to lease expiration. In the event a tenant with a significant number of leases or square footage in our shopping centers files for bankruptcy and rejects its leases with us, we could experience a reduction in our revenues. We monitor the operating performance and rent collections of all tenants in our shopping centers, especially those tenants in arrears or operating retail formats that are experiencing significant changes in competition, business practice, or store closings in other locations. During the year ended December 31, 2024, the Company had ten tenants file for Chapter 11 bankruptcy protection: Party City, TGI Fridays, Vitamin Shoppe, Big Lots, Red Lobster, Lumber Liquidators, Blink Fitness, Express, Sam Ash Music, and Sticky’s Finger Joint. We have four leases with Vitamin Shoppe, three leases with each of Party City and Big Lots, two leases with each of Red Lobster and Lumber Liquidators, and one lease with each of TGI Fridays, Blink Fitness, Express, Sam Ash Music and Sticky’s Finger Joint that were impacted by the bankruptcy filings. One of the Company’s leases with Lumber Liquidators and its sole leases with TGI Fridays, Sam Ash Music and Blink Fitness were rejected in the bankruptcy proceedings and the tenants vacated during 2024. Red Lobster, Express and Sticky’s Finger Joint exited bankruptcy during the year and remain open and operating. Effective January 2025, one of our leases with Big Lots was rejected and the tenant vacated the premise. The ten remaining active leases total 117,000 sf and generate $ 3.1 million in annual rental revenue. Given the recent bankruptcy filings, it is uncertain whether these stores will continue to operate, close permanently, or whether they will be sold to other operators as part of the bankruptcy proceedings. Letters of Credit As of December 31, 2024, the Company had seven letters of credit issued under our Revolving Credit Agreement aggregating $ 32.1 million. These letters were provided to mortgage lenders and other entities to secure the Company’s obligations in relation to certain reserves and capital requirements. If a lender or other entity were to draw on a letter of credit, the Company would have the option to pay the capital commitment directly to the holder of the letter or to record the draw as a liability on its unsecured line of credit, bearing interest at SOFR plus an applicable margin per the Revolving Credit Agreement. As of December 31, 2024, the letters remain undrawn and there is no separate liability recorded in connection with their issuance. 76 11. PREPAID EXPENSES AND OTHER ASSETS The following is a summary of the composition of the prepaid expenses and other assets on the consolidated balance sheets: Balance at (Amounts in thousands) December 31, 2024 December 31, 2023 Other assets $ 15,811 $ 22,729 Deferred tax asset, net 24,827 20,899 Real estate held for sale 10,286 — Deferred financing costs, net of accumulated amortization of $ 10,571 and $ 8,920 , respectively 3,447 5,098 Finance lease right-of-use asset 2,724 2,724 Prepaid expenses: Real estate taxes 10,905 10,411 Insurance 1,097 1,792 Rent, licenses/fees 1,457 902 Total prepaid expenses and other assets $ 70,554 $ 64,555 12. ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES The following is a summary of the composition of accounts payable, accrued expenses and other liabilities on the consolidated balance sheets: Balance at (Amounts in thousands) December 31, 2024 December 31, 2023 Accrued capital expenditures and leasing costs $ 17,557 $ 23,044 Deferred tenant revenue 26,878 34,840 Accrued interest payable 6,286 11,190 Accrued payroll expenses 14,326 9,371 Security deposits 5,877 7,279 Other liabilities and accrued expenses 16,018 14,245 Finance lease liability 3,040 3,028 Total accounts payable, accrued expenses and other liabilities $ 89,982 $ 102,997 13. INTEREST AND DEBT EXPENSE The following table sets forth the details of interest and debt expense: Year Ended December 31, (Amounts in thousands) 2024 2023 2022 Interest expense $ 77,265 $ 70,820 $ 55,557 Amortization of deferred financing costs 4,322 4,125 3,422 Total Interest and debt expense $ 81,587 $ 74,945 $ 58,979 14. EQUITY AND NONCONTROLLING INTEREST At-The-Market Program On August 15, 2022 the Company and the Operating Partnership entered into an equity distribution agreement (the “Equity Distribution Agreement”) with various financial institutions acting as agents, forward sellers, and forward purchasers. Pursuant to the Equity Distribution Agreement, the Company may from time to time offer and sell, through the agents and forward sellers, the Company’s common shares, par value $ 0.01 per share, having an aggregate offering price of up to $ 250 million (the “ATM Program”). Concurrently with the Equity Distribution Agreement, the Company entered into separate master forward confirmations (collectively, the “Master Confirmations”) with each of the forward purchasers. Sales under the ATM Program may be made from time to time, as needed, by means of ordinary brokers’ transactions or other transactions that are deemed to 77 be “at the market” offerings, in privately negotiated transactions, which may include block trades, or as otherwise agreed with the sales agents. The ATM Program replaces the Company’s previous at-the-market program established on June 7, 2021. The Equity Distribution Agreement provides that the Company may also enter into forward sale agreements pursuant to any Master Confirmation and related supplemental confirmations with the forward purchasers. In connection with any forward sale agreement, a forward purchaser will, at the Company’s request, borrow from third parties, through its forward seller, and sell a number of shares equal to the amount provided in such agreement. During the year ended December 31, 2024, the Company issued 7,097,124 common shares at a weighted average gross price of $ 18.71 per share under the ATM Program, generating cash proceeds of $ 131.1 million, net of commissions paid to distribution agents. In addition, we incurred $ 1.7 million of offering expenses related to the issuance of these common shares. No common shares were issued under the ATM Program in the years ended December 31, 2023 and 2022. Actual future sales will depend on a variety of factors including, but not limited to, market conditions, the trading price of our common shares, and our capital needs. The Company has no obligation to sell any shares under the ATM Program. Share Repurchase Program The Company has a share repurchase program for up to $ 200 million of the Company’s common shares. Under the program, the Company may repurchase its shares from time to time in the open market or in privately negotiated transactions in compliance with Securities and Exchange Commission Rule 10b-18. The amount and timing of the purchases will depend on a number of factors including the price and availability of the Company’s shares, trading volume and general market conditions. The share repurchase program does not obligate the Company to acquire any particular amount of common shares and may be suspended or discontinued at any time at the Company’s discretion. During the years ended December 31, 2024 and 2023, no shares were repurchased by the Company. All share repurchases by the Company were completed between March and April of 2020, and aggregated 5.9 million common shares at a weighted average share price of $ 9.22 , for a total of $ 54.1 million. As of December 31, 2024 there was approximately $ 145.9 million remaining for share repurchases under this program. Units of the Operating Partnership The Operating Partnership’s capital includes general and common limited partnership interests in the operating partnership. As of December 31, 2024, Urban Edge owned approximately 95.2 % of the outstanding common OP units with the remaining limited OP units held by members of management, Urban Edge’s Board of Trustees and contributors of property interests acquired. Urban Edge serves as the sole general partner of the Operating Partnership. The third-party unitholders have limited rights over the Operating Partnership such that they do not have characteristics of a controlling financial interest. As such, the Operating Partnership is considered a VIE, and the Company is the primary beneficiary which consolidates it. The Company’s only investment is the Operating Partnership. The VIE’s assets can be used for purposes other than the settlement of the VIE’s obligations and the Company’s partnership interest is considered a majority voting interest. Dividends and Distributions During the year ended December 31, 2024, the Company declared distributions on our common shares and OP units of $ 0.68 per share/unit. This comprised regular quarterly dividends of $ 0.17 per common share and OP unit declared for each quarter in 2024. During the years ended December 31, 2023 and 2022, the Company declared distributions on our common shares and OP units of $ 0.64 per share/unit. This comprised regular quarterly dividends of $ 0.16 per common share and OP unit declared for each quarter in 2023 and 2022. We have a Dividend Reinvestment Plan (the “DRIP”), whereby shareholders may use their dividends to purchase shares. During the years ended December 31, 2024, 2023 and 2022, 4,629 , 5,421 and 5,512 shares were issued under the DRIP, respectively. Noncontrolling Interests in Operating Partnership Noncontrolling interests in the Operating Partnership reflected on the consolidated balance sheets of the Company are comprised of OP units and limited partnership interests in the Operating Partnership in the form of LTIP unit awards. LTIP unit awards were granted to certain executives pursuant to our 2024 Omnibus Share Plan, 2015 Omnibus Share Plan and our 2018 Inducement Equity Plan. OP units were issued to contributors in exchange for their property interests in connection with the Company’s property acquisitions in 2017. The total of the OP units and LTIP units represent a 5.1 % weighted-average interest in the Operating Partnership for the year ended December 31, 2024. Holders of outstanding vested LTIP units may, from and after two years from the date of issuance, 78 redeem their LTIP units for cash, or for the Company’s common shares on a one -for-one basis, solely at our election. Holders of outstanding OP units may redeem their units for cash or the Company’s common shares on a one -for-one basis, solely at our election. During the years ended December 31, 2024, 2023 and 2022, 301,583 , 70,000 and 250,000 units, respectively, were redeemed for an equivalent amount of common shares of the Company. Noncontrolling Interests in Consolidated Subsidiaries The Company’s noncontrolling interests relate to the 5 % interest held by others in our property in Walnut Creek, CA (Mount Diablo) and 17.5 % held by others in our property in Massapequa, NY. T he net income attributable to noncontrolling interests is presented separately in our consolidated statements of income and comprehensive income. 15. SHARE-BASED COMPENSATION Omnibus Share Plan On January 7, 2015, our board and initial shareholders approved the Urban Edge Properties Omnibus Share Plan, under which awards may be granted up to a maximum of 15,000,000 of our common shares or share equivalents. On May 1, 2024, the board and shareholders approved the Urban Edge Properties 2024 Omnibus Share Plan, under which awards may be granted up to a maximum of 7,400,000 of our common shares or share equivalents. The Urban Edge Properties 2024 Omnibus Share Plan replaces the previous share plan approved in January 2015 and are collectively referred to as the “Omnibus Share Plans”. Pursuant to the Omnibus Share Plans, stock options, LTIP units, operating partnership units and restricted shares were granted. 2022 Long-Term Incentive Plan On February 11, 2022, the Company established the 2022 Long-Term Incentive Plan (“2022 LTI Plan”) under the Omnibus Share Plans. The plan is a multi-year, equity compensation program under which participants, including our Chairman and Chief Executive Officer, receive awards in the form of LTIP units that, with respect to one half of the program, vest based solely on the passage of time, and with respect to the other half of the program, are earned and vest if certain relative and absolute TSR and/or FFO growth targets are achieved by the Company over a three-year performance period. The total grant date fair value under the 2022 LTI Plan was $ 8.6 million, comprising both performance-based and time-based awards as described further below: Performance-based awards For the performance-based awards under the 2022 LTI Plan, participants have the opportunity to earn awards in the form of LTIP units if Urban Edge’s absolute and/or relative TSR meets certain criteria over the three-year performance measurement period (the “TSR Performance Period”) beginning on February 11, 2022 and ending on February 10, 2025. Participants also have the opportunity to earn awards in the form of LTIP units if Urban Edge’s FFO growth component meets certain criteria over the three-year performance measurement period (the “FFO Performance Period”) beginning January 1, 2022 and ending on December 31, 2024. The Company granted performance-based awards under the 2022 LTI Plan representing 349,438 units. The fair value of the performance-based award portion of the 2022 LTI Plan on the grant date was $ 4.3 million using a Monte Carlo simulation to estimate the fair value of the Absolute and Relative components through a risk-neutral premise. Assumptions include historical volatility ( 51.0 %), risk-free interest rates ( 1.7 %), and historical daily return as compared to certain peer companies. Under the absolute TSR component, 50 % of the LTIP units will be earned if the Company’s TSR over the TSR Performance Period is equal to 18 %, 100 % will be earned if the Company’s TSR over the TSR Performance Period is equal to 27 %, and 200 % will be earned if the Company’s TSR over the TSR Performance Period is equal to or greater than 36 %. The relative TSR component is based on the Company’s performance compared to a peer group comprised of 13 companies. Under the relative TSR Component, 50 % of the LTIP units will be earned if the Company’s TSR over the TSR Performance Period is equal to the 35 th percentile of the peer group, 100 % will be earned if the Company’s TSR over the TSR Performance Period is equal to the 55 th percentile, and 200 % will be earned if the Company’s TSR over the TSR Performance Period is equal to or above the 75 th percentile. Under the FFO growth component, 50 % of the LTIP units will be earned if the Company’s FFO growth over the FFO Performance Period is equal to 3 %, 100 % will be earned if the Company’s FFO growth over the FFO Performance Period is equal to 5 %, and 200 % will be earned if the Company’s FFO growth over the FFO Performance Period is equal to or greater than 7 %. If the Company’s performance-based awards are between such thresholds, earnings will be determined using linear interpolation. During the year ended December 31, 2024, 2023 and 2022, respectively, we recognized $ 1.0 million, $ 0.8 million and $ 0.7 million of compensation expense related to the performance-based awards under the 2022 LTI Plan. 79 Time-based awards The time-based awards granted under the 2022 LTI Plan, also granted in the form of LTIP units, vest ratably over three years except in the case of our Chairman and Chief Executive Officer, where the vesting is ratable over four years . As of December 31, 2024, the Company granted time-based awards under the 2022 LTI Plan that represent 266,766 LTIP units with a grant date fair value of $ 4.3 million. During the years ended December 31, 2024, 2023 and 2022, respectively, we recognized $ 0.7 million, $ 0.9 million and $ 1.5 million, respectively, of compensation expense related to the time-based awards under the 2022 LTI Plan. 2023 Long-Term Incentive Plan On February 10, 2023, the Company established the 2023 Long-Term Incentive Plan (“2023 LTI Plan”) under the Omnibus Share Plans. The plan is a multi-year, equity compensation program under which participants, including our Chairman and Chief Executive Officer, receive awards in the form of LTIP units that, with respect to one half of the program, vest based solely on the passage of time. With respect to the other half of the program, the awards are earned and vest if certain relative and absolute TSR and/or FFO and same-property net operating income (“SP NOI”) growth targets are achieved by the Company over a three-year performance period. The total grant date fair value under the 2023 LTI Plan was $ 7.4 million, comprising both performance-based and time-based awards as described further below: Performance-based awards For the performance-based awards under the 2023 LTI plan, participants have the opportunity to earn awards in the form of LTIP units if Urban Edge’s absolute and/or relative TSR meets certain criteria over the three-year performance measurement period beginning on February 10, 2023 and ending on February 9, 2026. Participants also have the opportunity to earn awards in the form of LTIP units if Urban Edge’s FFO growth component and SP NOI growth component meets certain criteria over the three-year performance measurement period beginning January 1, 2023 and ending on December 31, 2025. The Company granted performance-based awards under the 2023 LTI Plan representing 309,611 units. The fair value of the performance-based award portion of the 2023 LTI Plan on the grant date was $ 3.7 million using a Monte Carlo simulation to estimate the fair value of the Absolute and Relative components through a risk-neutral premise. Assumptions include historical volatility ( 53.3 %), risk-free interest rates ( 4.2 %), and historical daily return as compared to certain peer companies. Under the absolute TSR component, 50 % of the LTIP units will be earned if the Company’s TSR over the TSR Performance Period is equal to 12 %, 100 % will be earned if the Company’s TSR over the TSR Performance Period is equal to 21 %, and 200 % will be earned if the Company’s TSR over the TSR Performance Period is equal to or greater than 30 %. The relative TSR component is based on the Company’s performance compared to a peer group comprised of 11 companies. Under the relative TSR Component, 50 % of the LTIP units will be earned if the Company’s TSR over the TSR Performance Period is equal to the 35 th percentile of the peer group, 100 % will be earned if the Company’s TSR over the TSR Performance Period is equal to the 55 th percentile, and 200 % will be earned if the Company’s TSR over the TSR Performance Period is equal to or above the 75 th percentile. Under the FFO growth component, 50 % of the LTIP units will be earned if the Company’s FFO growth over the FFO Performance Period is equal to 1 %, 100 % will be earned if the Company’s FFO growth over the FFO Performance Period is equal to 3.5 %, and 200 % will be earned if the Company’s FFO growth over the FFO Performance Period is equal to or greater than 6 %. Under the SP NOI Performance component, 50 % of the LTIP units will be earned if the Company’s SP NOI Performance component is equal to the 35 th percentile of the peer group, 100 % will be earned if the Company’s SP NOI growth over the SP NOI Performance Period is equal to the 55 th percentile, and 200 % will be earned if the Company’s SP NOI growth over the SP NOI Performance Period is equal to or above the 75 th percentile. If the Company’s performance-based awards are between such thresholds, earnings will be determined using linear interpolation. During the years ended December 31, 2024 and 2023, respectively, we recognized $ 1.4 million and $ 0.9 million of compensation expense related to the performance-based awards under the 2023 LTI Plan. Time-based awards The time-based awards granted under the 2023 LTI Plan, also granted in the form of LTIP units, vest ratably over three years except in the case of our Chairman and Chief Executive Officer, where the vesting is ratable over four years . As of December 31, 2024, the Company granted time-based awards under the 2023 LTI Plan that represent 257,561 LTIP units with a grant date fair value of $ 3.7 million. During the years ended December 31, 2024 and 2023, respectively, we recognized $ 1.0 million and $ 1.1 million of compensation expense related to the time-based awards under the 2023 LTI Plan. 2024 Long-Term Incentive Plan On February 9, 2024, the Company established the 2024 Long-Term Incentive Plan (“2024 LTI Plan”) under the Omnibus Share Plans. The plan is a multi-year, equity compensation program under which participants, including our Chairman and Chief Executive Officer, receive awards in the form of LTIP units that, with respect to one half of the program, vest based 80 solely on the passage of time. With respect to the other half of the program, the awards are earned and vest if certain relative and absolute TSR and/or FFO and SP NOI growth targets are achieved by the Company over a three-year performance period. The total grant date fair value under the 2024 LTI Plan was $ 7.5 million, comprising both performance-based and time-based awards as described further below: Performance-based awards For the performance-based awards under the 2024 LTI plan, participants have the opportunity to earn awards in the form of LTIP units if Urban Edge’s absolute and/or relative TSR meets certain criteria over the three-year performance measurement period beginning on February 9, 2024 and ending on February 8, 2027. Participants also have the opportunity to earn awards in the form of LTIP units if Urban Edge’s FFO growth component and SP NOI growth component meets certain criteria over the three-year performance measurement period beginning January 1, 2024 and ending on December 31, 2026. The Company granted performance-based awards under the 2024 LTI Plan representing 295,892 units. The fair value of the performance-based award portion of the 2024 LTI Plan on the grant date was $ 3.8 million using a Monte Carlo simulation to estimate the fair value of the Absolute and Relative components through a risk-neutral premise. Assumptions include historical volatility ( 29.9 %), risk-free interest rates ( 4.3 %), and historical daily return as compared to certain peer companies. Under the absolute TSR component, 50 % of the LTIP units will be earned if the Company’s TSR over the TSR Performance Period is equal to 12 %, 100 % will be earned if the Company’s TSR over the TSR Performance Period is equal to 21 %, and 200 % will be earned if the Company’s TSR over the TSR Performance Period is equal to or greater than 30 %. The relative TSR component is based on the Company’s performance compared to a peer group comprised of 10 companies. Under the relative TSR Component, 50 % of the LTIP units will be earned if the Company’s TSR over the TSR Performance Period is equal to the 35 th percentile of the peer group, 100 % will be earned if the Company’s TSR over the TSR Performance Period is equal to the 55 th percentile, and 200 % will be earned if the Company’s TSR over the TSR Performance Period is equal to or above the 75 th percentile. Under the relative FFO growth performance, 50 % of the LTIP units will be earned if the Company’s FFO growth over the Relative FFO Performance Period is equal to the 35 th percentile, 100 % will be earned if the Company’s FFO growth over the Relative FFO Performance Period is equal to the 55 th percentile, and 200 % will be earned if the Company’s FFO growth over the Relative FFO Performance Period is equal to or above the 75 th percentile. Under the SP NOI Performance component, 50 % of the LTIP units will be earned if the Company’s SP NOI Performance component is equal to the 35 th percentile of the peer group, 100 % will be earned if the Company’s SP NOI growth over the SP NOI Performance Period is equal to the 55 th percentile, and 200 % will be earned if the Company’s SP NOI growth over the SP NOI Performance Period is equal to or above the 75 th percentile. If the Company’s performance-based awards are between such thresholds, earnings will be determined using linear interpolation. During the year ended December 31, 2024, we recognized $ 0.9 million of compensation expense related to the performance-based awards under the 2024 LTI Plan. Time-based awards The time-based awards granted under the 2024 LTI Plan, also granted in the form of LTIP units, vest ratably over three years except in the case of our Chairman and Chief Executive Officer, where the vesting is ratable over four years . As of December 31, 2024, the Company granted time-based awards under the 2024 LTI Plan that represent 232,808 LTIP units with a grant date fair value of $ 3.7 million. During the year ended December 31, 2024, we recognized $ 1.0 million of compensation expense related to the time-based awards under the 2024 LTI Plan. 2025 Long-Term Incentive Plan On January 31, 2025, the Company established the 2025 Long-Term Incentive Plan (“2025 LTI Plan”) under the Omnibus Share Plans. The plan is a multi-year, equity compensation program under which participants, including our Chairman and Chief Executive Officer, receive awards in the form of LTIP units that, with respect to one half of the program, vest based solely on the passage of time, and with respect to the other half of the program, are earned and vest if certain relative and absolute TSR and/or FFO and SP NOI growth targets are achieved by the Company over a three year performance period (one-half of the program). As part of the 2025 LTI Plan, participants other than our named executive officers may receive restricted stock awards or LTIP unit awards subject to a three-year vesting period. The total grant date fair value under the 2025 LTI Plan was $ 8.8 million, comprising both performance-based and time-based awards. Other Long Term Incentive Plans The Company has several long-term incentive plans that were previously established under the Omnibus Share Plans but remain active for the years presented in this Annual Report on Form 10-K, including the 2017 Outperformance Plan (“2017 OPP”), 2018 Long-Term Incentive Plan (“2018 LTI Plan”), 2019 Long-Term Incentive Plan (“2019 LTI Plan”), 2020 Long-Term Incentive Plan (“2020 LTI Plan”), and 2021 Long-Term Incentive Plan (“2021 LTI Plan”). The plans are multi-year, equity compensation programs under which participants, including our Chairman and Chief Executive Officer, have the 81 opportunity to earn awards in the form of LTIP units that vest based on the passage of time and performance goals tied to our relative and absolute TSR during the performance period following their grant date. The aggregate fair values of these plans on the date of their grants was $ 38.5 million. In the years ending December 31, 2024, 2023, and 2022 we recognized $ 1.0 million, $ 2.3 million and $ 4.8 million, respectively, of compensation expense related to the 2017 OPP, 2018 LTI Plan, 2019 LTI Plan, 2020 LTI Plan, and 2021 LTI Plan. As of December 31, 2024, there was $ 0.2 million of unrecognized compensation cost related to the 2020 LTI Plan. 2024 Equity Matching Award The Compensation Committee approved a Matching Award pursuant to which officers of the Company may elect to forgo all or a portion (in 25 % increments) of their 2024 cash bonuses, and instead, receive LTIP units with a grant date fair value equal to the cash forgone, 20 % of which are matched by the Company and all of which vest ratably over three years . The program is designed to enhance retention and increase employee ownership in the Company to further align with shareholder interests. On January 31, 2025, the Compensation Committee approved the grant of $ 6.7 million under the Matching Award, which reflects both the cash bonus forgone and the portion matched by the Company. 2023 Equity Matching Award The Compensation Committee approved a Matching Award pursuant to which officers of the Company may elect to forgo all or a portion (in 25 % increments) of their 2023 cash bonuses, and instead, receive LTIP units with a grant date fair value equal to the cash forgone, that are matched on a one-for-one basis by the Company and all of which vest ratably over four years . The program is designed to enhance retention and increase employee ownership in the Company to further align with shareholder interests. On February 9, 2024, the Compensation Committee approved the grant of $ 12.6 million under the Matching Award, which reflects both the cash bonus forgone and the portion matched by the Company. Units, Deferred Share Units, and Restricted Share Units Granted to Trustees All trustees are granted annual awards in the form of LTIP units, Deferred Share Units (“DSU”), or Restricted Share Units (“RSU”). The following table presents trustee awards granted over the last three years: Award Date Award Type # of Units Granted Weighted Average Grant Date Fair Value Per Unit May 6, 2024 LTIP 40,025 $ 14.99 May 6, 2024 DSU 8,528 14.07 May 6, 2024 RSU 7,036 17.06 May 3, 2023 LTIP 56,556 12.73 May 3, 2023 DSU 10,050 11.94 May 3, 2023 RSU 8,293 14.47 March 15, 2023 RSU 8,352 13.94 October 3, 2022 LTIP 15,566 10.97 September 1, 2022 LTIP 14,194 12.74 June 10, 2022 DSU 8,645 13.88 June 10, 2022 LTIP 51,498 13.99 Shares Under Option All stock options granted have ten-year contractual lives, containing vesting terms of three to five years . As of December 31, 2024 and 2023, the Company had 2,603,664 and 2,930,762 , respectively, of shares under options with a weighted average exercise price per share of $ 24.10 and $ 23.69 , respectively. No options were granted or forfeited during the year ended December 31, 2024. 327,098 options were exercised during the year ended December 31, 2024 with a weighted average exercise price per share of $ 20.48 . As of December 31, 2024, the remaining average contractual term of shares under options was 0.31 years. There are 2,603,664 shares under options exercisable with a weighted average price per share of $ 24.10 with no intrinsic value as of December 31, 2024. Restricted Shares The following table presents information regarding restricted share activity during the year ended December 31, 2024: 82 Shares Weighted Average Grant Date Fair Value per Share Unvested at January 1, 2024 92,602 $ 15.95 Granted 63,041 17.40 Vested ( 42,037 ) 15.90 Forfeited ( 6,792 ) 16.28 Unvested at December 31, 2024 106,814 $ 16.81 During the year ended December 31, 2024, we granted 63,041 restricted shares that are subject to forfeiture and vest over periods ranging from one to three years . The total grant date value of the 42,037 restricted shares vested during the year ended December 31, 2024 was $ 0.7 million. Restricted Units During the years ended December 31, 2024, 2023 and 2022, respectively, there were 1,043,543 , 314,117 , and 431,330 LTIP units issued. During the years ended December 31, 2024, 2023 and 2022, 336,661 , 277,133 , and 498,298 units vested, respectively. During the years ended December 31, 2024, 2023 and 2022, 5,838 , 825 , and 75,962 units were forfeited, respectively. During the years ended December 31, 2024 and 2023, there were 301,583 and 20,000 restricted units converted to common shares, respectively. There were no restricted units converted to common shares during the year ended December 31, 2022. As of December 31, 2024 the remaining 1,379,717 units vest over a weighted average period of approximately six years . Share-Based Compensation Expense Share-based compensation expense, which is included in general and administrative expenses in our consolidated statements of income and comprehensive income, is summarized as follows: Year Ended December 31, (Amounts in thousands) 2024 2023 2022 Share-based compensation expense components: LTIP expense (1) $ 5,269 $ 4,052 $ 5,862 Performance-based LTI expense (2) 4,184 2,883 3,170 Stock option expense — 20 977 Restricted share expense 859 732 367 DSU expense 119 124 110 Total Share-based compensation expense $ 10,431 $ 7,811 $ 10,486 (1) LTIP expense includes the time-based portion of the 2024, 2023, 2022, 2021, and 2020 LTI Plans. (2) Performance-based LTI expense includes the 2017 OPP plan and the performance-based portion of the 2024, 2023, 2022, 2021, 2020, and 2019 LTI Plans. As of December 31, 2024, we had a total of $ 16.6 million of unrecognized compensation expense related to unvested and restricted share-based payment arrangements including LTIP units, deferred share units, and restricted share awards which were granted under our Omnibus Share Plans. This expense is expected to be recognized over a weighted average period of four years . 16. EARNINGS PER SHARE AND UNIT Urban Edge Earnings per Share We have calculated earnings per share (“EPS”) under the two-class method. The two-class method is an earnings allocation methodology whereby EPS for each class of Urban Edge common shares and participating securities is calculated according to dividends declared and participating rights in undistributed earnings. Restricted shares issued pursuant to our share-based compensation program are considered participating securities, and as such, have non-forfeitable rights to receive dividends. The computation of diluted EPS reflects potential dilution of securities by adding potential common shares, including stock options and unvested restricted shares, to the weighted average number of common shares outstanding for the period. For the years ended December 31, 2024, 2023, and 2022, there were options outstanding for 2,603,664 , 2,930,762 , and 3,930,762 shares, respectively, that potentially could be exercised for common shares. During the years ended December 31, 2024, 2023 and 2022, no options were included in the diluted EPS calculation as their exercise prices were higher than the average market prices of our common shares. In addition, as of December 31, 2024 there were 106,814 unvested restricted shares outstanding that potentially could become unrestricted common shares. The computation of diluted EPS for the years ended December 31, 83 2024, 2023 and 2022 included 107,821 , 90,804 , and 59,459 weighted average unvested restricted shares outstanding, respectively, as their effect is dilutive. The effect of the redemption of OP and vested LTIP units is not reflected in the computation of basic earnings per share, as they are redeemable for common shares on a one -for-one basis. The income allocable to such units is allocated on this same basis and reflected as noncontrolling interests in the accompanying consolidated financial statements. The assumed redemption of OP and vested LTIP units is included in the determination of diluted earnings per share when they have a dilutive effect on the calculation. The following table sets forth the computation of our basic and diluted earnings per share: Year Ended December 31, (Amounts in thousands, except per share amounts) 2024 2023 2022 Numerator: Net income attributable to common shareholders $ 72,563 $ 248,497 $ 46,170 Less: earnings allocated to unvested participating securities ( 65 ) ( 200 ) ( 23 ) Net income available for common shareholders - basic $ 72,498 $ 248,297 $ 46,147 Impact of assumed conversions: OP and LTIP units — 134 1,635 Net income available for common shareholders - dilutive $ 72,498 $ 248,431 $ 47,782 Denominator: Weighted average common shares outstanding - basic 121,324 117,506 117,366 Effect of dilutive securities: Restricted share awards 108 91 59 Assumed conversion of OP and LTIP units — — 4,215 Weighted average common shares outstanding - diluted 121,432 117,597 121,640 Earnings per share available to common shareholders: Earnings per common share - Basic $ 0.60 $ 2.11 $ 0.39 Earnings per common share - Diluted $ 0.60 $ 2.11 $ 0.39 Operating Partnership Earnings per Unit The following table sets forth the computation of basic and diluted earnings per unit: Year Ended December 31, (Amounts in thousands, except per unit amounts) 2024 2023 2022 Numerator: Net income attributable to unitholders $ 76,541 $ 260,396 $ 48,065 Less: net income attributable to participating securities ( 1,108 ) ( 200 ) ( 23 ) Net income available for unitholders $ 75,433 $ 260,196 $ 48,042 Denominator: Weighted average units outstanding - basic 125,987 121,901 121,374 Effect of dilutive securities issued by Urban Edge 108 91 59 Unvested LTIP units — — 207 Weighted average units outstanding - diluted 126,095 121,992 121,640 Earnings per unit available to unitholders: Earnings per unit - Basic $ 0.60 $ 2.13 $ 0.40 Earnings per unit - Diluted $ 0.60 $ 2.13 $ 0.39 84 17. SEGMENT REPORTING Our primary business is the ownership, management, acquisition, development, and redevelopment of retail shopping centers and malls. Substantially all of our revenues are derived from contractual rents and tenant expense reimbursements as outlined within individual lease agreements. We do not distinguish our primary business or group our operations on a geographical basis for purposes of measuring performance and allocating resources. We review operating and financial information for each property on an individual basis and therefore each property represents an individual operating segment. Our properties are aggregated into a single reportable segment due to the similarities with regard to the nature and economics of the properties, tenants and operations, as well as long-term average financial performance and the fact that they are operated using consistent business strategies. The Company’s CODM, its Chief Executive Officer, reviews operating and financial information at the individual operating segment using property net operating income (“Property NOI”) as the key measure to assess performance and allocate resources. Property NOI is defined as all revenues and expenses incurred at the property level excluding non-cash rental income and expenses, impairments on depreciable real estate, lease termination income, interest and debt expense, and gains or losses from sale of real estate and debt extinguishments. Property NOI excludes corporate level transactions. The CODM also uses Property NOI and its components to monitor budget versus actual results, perform variance analysis of current results to prior period results, and forecast future performance. Company resources are allocated by evaluating the operating results of the individual segments and business as a whole as well as considering capital needs and future projections, and deploying them across the various business functions as deemed necessary while ensuring the uses align with the Company’s overall business strategy. The CODM does not review asset information as a measure to assess performance. The following table provides the components of Property NOI related to our single reportable segment for the years ended December 31, 2024, 2023 and 2022: Year Ended December 31, (Amounts in thousands) 2024 2023 2022 REVENUE Property rentals $ 312,674 $ 291,717 $ 286,747 Tenant expense reimbursements 119,141 104,756 103,787 Total property revenues 431,815 396,473 390,534 EXPENSES Real estate taxes 70,521 66,756 63,688 Property operating 79,159 68,997 74,797 Lease expense 9,559 11,110 11,540 Total property operating expenses 159,239 146,863 150,025 Property net operating income $ 272,576 $ 249,610 $ 240,509 Reconciliation of Property NOI to income before income taxes Depreciation and amortization ( 150,389 ) ( 108,979 ) ( 98,432 ) Interest and debt expense ( 81,587 ) ( 74,945 ) ( 58,979 ) General and administrative expense ( 37,474 ) ( 37,070 ) ( 43,087 ) Gain (loss) on extinguishment of debt 21,423 41,144 — Real estate impairment loss — ( 34,055 ) — Interest income 2,192 2,608 1,056 Straight-line rents, amortization of above and below-market leases, and other 11,999 11,610 8,257 Gain on sale of real estate 38,818 217,708 353 Other (expense) income (1) 270 10,045 565 Income before income taxes $ 77,828 $ 277,676 $ 50,242 (1) Includes intercompany eliminations, lease expense for our corporate offices and other income and expenses. 85 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.