What changed in this filing

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Item 1. Business

2026-02-11 compared with 2025-02-12 · 8 added, 54 removed, 120 unchanged (34% of the section changed)

17 unchanged sentences

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

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

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

Leasing and asset management add value through:

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

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

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

13 unchanged sentences

We intend to selectively deploy capital through acquisitions in our target markets that meet our criteria for risk-adjusted returns and enhance the overall quality of our existing portfolio.

At the same time, we plan to sell assets that no longer meet our return requirements and strategic objectives.

At the same time, we plan to sell assets that no longer meet our return requirements or strategic objectives.

Investment considerations for acquisitions include:

20 unchanged sentences

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

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

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

Corporate Responsibility Achievements, Initiatives, and Objectives

6 unchanged sentences

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

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

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

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

3 unchanged sentences

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

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

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

10 unchanged sentences

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

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

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

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

16 unchanged sentences

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

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

The goal of this initiative is to promote cross-functional learning while providing opportunities for professional and personal growth.

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

11 unchanged sentences

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.

Supplemental U.S.

Federal Income Tax Considerations

The following discussion supplements and updates the disclosures under “Certain United States Federal Income Tax Considerations” in the prospectus dated August 15, 2022, contained in our Registration Statement on Form S-3 (File No.

333-266885) filed with the SEC on August 15, 2022.

Capitalized terms herein that are not otherwise defined shall have the same meaning as when used in such disclosures (as supplemented).

On December 29, 2022, the Internal Revenue Service promulgated final Treasury Regulations under Sections 897, 1441, 1445, and 1446 of the Code that were, in part, intended to coordinate various withholding regimes for non-U.S.

shareholders.

The Treasury Regulations provide that:

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

shareholder (generally, a 30% rate of withholding on gross amounts unless otherwise reduced by treaty or effectively connected with such non-U.S.

shareholder’s trade or business within the United States and proper certifications are provided) will apply to (a) that portion of any distribution paid by us that is not designated as a capital gain dividend, a return of basis or a distribution in excess of the non-U.S.

shareholder’s adjusted basis in its stock that is treated as gain from the disposition of such stock and (b) any portion of a capital gain dividend paid by us that is not treated as gain attributable to the sale or exchange of a U.S.

real property interest by reason of the recipient not owning more than 10% of a class of our stock that is regularly traded on an established securities market during the one-year period ending on the date of the capital gain dividend.

The withholding rules under FIRPTA will apply to a distribution paid by us in excess of a non-U.S.

shareholder’s adjusted basis in our stock, unless the interest in our stock is not a U.S.

real property interest (for example, because we are a domestically controlled qualified investment entity) or the distribution is paid to a “withholding qualified holder.” A “withholding qualified holder” means a qualified holder (as defined below) and a foreign partnership all of the interests of which are held by qualified holders, including through one or more partnerships.

The withholding rules under FIRPTA will apply to any portion of a capital gain dividend paid to a non-U.S.

shareholder that is attributable to the sale or exchange of a U.S.

real property interest, unless it is paid to a withholding qualified holder.

In the case of FIRPTA withholding under clause (ii) above, the applicable withholding rate is currently 15%, and in the case of FIRPTA withholding under clause (iii) above the withholding rate is currently 21%.

For purposes of FIRPTA withholding under clause (iii), whether a capital gain dividend is attributable to the sale or exchange of a U.S.

real property interest is determined taking into account the general exception from FIRPTA distribution treatment for distributions paid to certain non-U.S.

shareholders under which any distribution by us to a non-U.S.

shareholder with respect to any class of stock which is regularly traded on an established securities market located in the United States is not treated as gain recognized from the sale or exchange of a U.S.

real property interest if such non-U.S.

shareholder did not own more than 10% of such class of stock at any time during the 1-year period ending on the date of such distribution.

To the extent inconsistent, these Treasury Regulations supersede the discussion on withholding contained in the above-referenced disclosures (as supplemented) under the heading “ Certain United States Federal Income Tax Considerations—Taxation of Non-U.S.

Shareholders .” However, if, notwithstanding these Treasury Regulations, we encounter difficulties in properly characterizing a distribution for purposes of the withholding rules, we may decide to withhold on such distribution at the highest possible U.S.

federal withholding rate that we determine could apply.

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

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

Shareholders—Qualified Foreign Pension Funds ” are hereby deleted and replaced with the following:

Under Treasury Regulations, subject to the discussion below regarding “qualified holders,” a “qualified controlled entity” also is not generally treated as a foreign person for purposes of FIRPTA.

A qualified controlled entity generally includes a trust or corporation organized under the laws of a foreign country all of the interests of which are held by one or more qualified foreign pension funds either directly or indirectly through one or more qualified controlled entities.

Additionally, the following two paragraphs are added after the first paragraph under the heading “ Certain United States Federal Income Tax Considerations—Taxation of Shareholders and Potential Tax Considerations Relating to Their Investment in Common Shares or Preferred Shares—Taxation of Non-U.S.

Shareholders—Qualified Foreign Pension Funds ”:

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

real property interests or REIT distributions attributable to the same unless the qualified foreign pension fund or qualified controlled entity is a “qualified holder.” To be a qualified holder, a qualified foreign

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

real property interest or the REIT distribution.

Under the first test, a qualified foreign pension fund or qualified controlled entity is a qualified holder if it owned no U.S.

real property interests as of the earliest date during an uninterrupted period ending on the date of the disposition or distribution during which it qualified as a qualified foreign pension fund or qualified controlled entity.

Alternatively, if a qualified foreign pension fund or qualified controlled entity held U.S.

real property interests as of the earliest date during the period described in the preceding sentence, it can be a qualified holder only if it satisfies certain testing period requirements.

Treasury Regulations also provide that a foreign partnership all of the interests of which are held by qualified holders, including through one or more partnerships, may certify its status as such and will not be treated as a foreign person for purposes of withholding under Code Section 1445 (and Code Section 1446, as applicable).

In addition, the Company’s taxable REIT subsidiaries (“TRSs”) are subject to income tax at regular corporate rates.

Available Information

6 unchanged sentences

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

What changed 10-K

Item 1. Business