What changed in this filing

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Item 1A. Risk Factors

2026-02-11 compared with 2025-02-12 · 83 added, 75 removed, 317 unchanged (33% of the section changed)

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RISKS RELATED TO OUR BUSINESS AND OPERATIONS

Inflation and related volatility in the economy could negatively impact our results of operations and our tenants.

Inflation in the United States accelerated during 2021 and 2022.

During 2023 and 2024, inflation decreased but remained at an elevated level relative to the years preceding 2021, and inflation may increase again in the future.

Inflation, cost of capital and related volatility in the economy could negatively impact our results of operations and our tenants.

Inflation in the United States accelerated rapidly during 2021 and 2022 and has since moderated.

Though significantly lower than the peaks of 2021 and 2022, current inflation still surpasses levels prior to 2021 and may increase again in the future.

Rising inflation, and any related impacts, including increased prices for consumer goods and higher interest rates and wages, and any fiscal or other policy interventions by the U.S.

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As a result, our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations and to pay dividends and distributions to shareholders could be adversely affected over time.

The duration and extent of any prolonged periods of inflation, and any related adverse effects on our results of operations and financial condition, remain unknown at this time.

Additionally, inflationary pricing may have a negative effect on the construction costs necessary to complete our development and redevelopment projects, including, but not limited to, costs of construction materials, labor and services from third-party contractors and suppliers.

The duration and extent of any prolonged periods of inflation, and any related adverse effects on our results of operations, financial condition or cost of capital, remain inherently uncertain and could also adversely impact our future business plans and ability to accretively fund future growth.

Additionally, inflationary pricing has had and may continue to have a negative effect on the construction costs necessary to complete our development and redevelopment projects, including, but not limited to, costs of construction materials, labor and services from third-party contractors and suppliers.

Certain mitigating factors and contingencies are built into our contracts;

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International trade disputes, including U.S.

trade tariffs and retaliatory tariffs, could adversely impact our business.

trade tariffs and retaliatory tariffs, or anticipation of the same, could adversely impact our business.

International trade disputes, including threatened or implemented tariffs imposed by the U.S.

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If the operations of potential future tenants are similarly adversely impacted, overall demand for our real estate may also weaken.

In addition, international trade disputes, including those related to tariffs, could result in inflationary pressures that directly impact our costs, such as costs for steel, lumber and other materials applicable to our redevelopment projects.

Trade disputes could also adversely impact global supply chains, which could further increase costs for us and our tenants or delay delivery of key inventories and supplies.

Actual or perceived threats associated with epidemics, pandemics or other public health crises have had, and could have in the future, a material adverse effect on our and our tenants’ businesses, financial condition, results of operations, cash flow, liquidity, and ability to access the capital markets and satisfy debt service obligations.

on our and our tenants’ businesses, financial condition, results of operations, liquidity, and ability to access capital markets and satisfy debt service obligations.

Epidemics, pandemics or other public health crises that impact economic and market conditions, particularly in the markets where our properties are located, and preventative measures taken to alleviate their impact, may have a material adverse effect on our and our tenants’ businesses, financial condition, results of operations, liquidity, and ability to access capital markets and satisfy debt service obligations.

The actual and potential restrictions intended to prevent and mitigate such events have had, and could have in the future, additional adverse effects on our business, including with regards to:

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E-commerce may have an adverse impact on our tenants and our business.

E-commerce is a vital part of our tenants’ business and continues to gain popularity, with growth in internet sales likely to continue in the future.

E-commerce could result in a downturn in the business of some of our current tenants and could affect the way other current and future tenants lease space.

For example, the migration towards e-commerce has led many omnichannel retailers to prune the number and size of their traditional “brick and mortar” locations to increasingly rely on e-commerce and alternative distribution channels.

Many tenants also permit merchandise purchased on their websites to be picked up at, or returned to, their physical store locations, which may have the effect of decreasing the reported amount of their in-store sales and the amount of rent we are able to collect from them (particularly with respect to those tenants who pay rent based on a percentage of their in-store sales).

We cannot predict with certainty how growth in e-commerce will impact the demand for space at our properties or how much revenue will be generated at traditional store locations in the future.

If the shift towards e-commerce causes declines in the “brick and mortar” sales generated by our tenants and/or causes our tenants to reduce the size or number of their retail locations in the future, our cash flow, financial condition and results of operations could be materially and adversely affected.

E-commerce is a vital part of our tenants’ businesses and continues to gain popularity, with growth in internet sales likely to continue in the future.

Additionally, many of our tenants face increasing competition from E-commerce, which has previously affected, and could continue to affect in the future, decisions made by current and prospective tenants in leasing space and how they compete and innovate in a rapidly changing retail environment, including potentially reducing the size or number of their traditional “brick and mortar” retail locations in the future and increasing reliance on E-commerce and alternative distribution channels.

For example, many tenants also permit merchandise purchased on their websites to be picked up at, or returned to, their physical store locations, which may have the effect of decreasing the reported amount of their in-store sales and the amount of rent we are able to collect from them (particularly with respect to those tenants who pay rent based on a percentage of their in-store sales).

We cannot predict with certainty how growth in e-commerce will impact the demand for space at our properties or revenue generated at traditional store locations in the future.

If the continued shift towards e-commerce results in any of the impacts noted above, our cash flow, financial condition and results of operations could be materially and adversely affected.

Retail real estate is a competitive business.

Competition in the retail real estate industry is intense.

We compete with a large number of public and private retail real estate companies, including property owners and developers.

We compete with these companies to attract customers to our properties, as well as to attract anchor, non-anchor and other tenants.

We also compete with these companies for development, redevelopment and acquisition opportunities.

There are numerous public and private retail real estate companies that compete with our efforts to attract customers to our properties, as well as to attract anchor, non-anchor and other tenants.

Other owners and developers may attempt to take existing tenants from our shopping centers by offering lower rents or other incentives to compel them to relocate.

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Any reduction in our tenants’ abilities to pay base rent, percentage rent or other charges on a timely basis, or at all, will decrease our income, funds available to pay indebtedness and funds available for distribution to shareholders.

If a tenant does not pay its rent, we might not be able to enforce our rights as landlord without delays and might incur substantial legal and other costs.

During periods of economic adversity, there may be an increase in the number of tenants

that cannot pay their rent and an increase in vacancy rates, which could materially and adversely affect our cash flow, financial condition and results of operations.

If a tenant does not pay its rent, we might not be able to enforce our rights as landlord without delays and might

incur substantial legal and other costs.

During periods of economic adversity, there may be an increase in the number of tenants that cannot pay their rent and an increase in vacancy rates, which could materially and adversely affect our cash flow, financial condition and results of operations.

We may be unable to renew leases or relet space as leases expire on terms comparable to prior leases or at all.

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Tenants who file for bankruptcy protection have the legal right to reject any or all of their leases and close related stores.

In the event that a tenant with a significant number of leases in our properties files for bankruptcy and rejects its leases, we could experience a significant reduction in our revenues, and we may not be able to collect all pre-petition amounts owed by that party, which may adversely affect our cash flow, financial condition and results of operations.

The bankruptcy or insolvency of a major tenant at one of our properties could also negatively impact our ability to lease other existing or future vacancies at any such property.

A tenant in bankruptcy may also attempt to renegotiate their lease or request significant rent concessions.

The bankruptcy or insolvency of a major tenant at one of our properties could also result in a lower level of net income and negatively impact our ability to lease other existing or future vacancies at any such property.

In addition, our leases generally do not contain restrictions designed to ensure the ongoing creditworthiness of our tenants.

The bankruptcy or insolvency of a major tenant could result in a lower level of net income, which may adversely affect our cash flow, financial condition and results of operations and decrease funds available to pay our indebtedness or make distributions to shareholders.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” included in Part II, Item 7 in this Annual Report on Form 10-K and the Notes to Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K.

The bankruptcy or insolvency of a tenant and the related potential impacts noted above could adversely affect our cash flow, financial condition and results of operations and decrease funds available to pay our indebtedness or make distributions to shareholders.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” included in Part II, Item 7 in this Annual Report on Form 10-K and the Notes to the consolidated audited financial statements included in Part II, Item 8 in this Annual Report on Form 10-K.

A significant number of our properties are located in the New York metropolitan area and are affected by the economic cycles there.

Because a significant number of our properties are located in the New York metropolitan area, we are particularly susceptible to adverse economic and other developments in that area.

Economic conditions in markets where our properties are concentrated can greatly influence our financial performance.

A significant number of our properties are located in the New York metropolitan area, and, as such, we are particularly susceptible to adverse economic and other developments in that area.

Collectively, our New York metropolitan area properties in the aggregate generated approximately 65% of our annualized base rent as of December 31, 2025.

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As a result, in the event one or more anchor tenants were to leave one or more of our centers, we cannot be sure that we would be able to lease the vacant space on equivalent terms or at all.

In addition, we may not be able to recover costs owed to us by the closed tenant.

In addition, we may not be able to recover costs owed to

us by the closed tenant.

In certain cases, some anchor and non-anchor tenants may be able to terminate their leases if they do not achieve defined sales levels.

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The current market for acquisitions of properties in our core markets continues to be competitive.

This competition may increase the demand for the types of properties in which we typically invest and, therefore, increase the prices paid for such acquisition properties.

We also face significant competition for attractive acquisition opportunities from an indeterminate number of investors, including publicly-traded and privately-held REITs, private equity investors and institutional investment funds, some of which have greater financial resources, greater ability to borrow funds and the willingness to accept more risk than we can prudently manage, including risks with respect to the geographic proximity of investments and the payment of higher acquisition prices.

There are numerous commercial developers, publicly-traded and privately-held REITs, private equity investors, institutional investment funds and other investors that compete with us in seeking properties for acquisition or redevelopment.

This competition may increase the demand for the types of properties in which we typically invest and, therefore, increase the prices paid for such acquisition properties, if we are able to attain them at all.

In addition, these competitors have, or may have access to, greater financial resources, greater ability to borrow funds and willingness to accept more risk than we can prudently manage.

This competition may result in a higher cost than we are willing to pay or lower rents than we wish to collect.

This competition will increase if investments in real estate become more attractive relative to other forms of investment.

Competition for investments may reduce the number of suitable investment opportunities available to us and may have the effect of increasing prices paid for such acquisition properties and, as a result, adversely affecting our ability to grow through acquisitions.

Competition for investments may reduce the number of suitable investment opportunities available to us and, as a result, adversely affect our ability to grow through acquisitions.

Our operating results at acquired properties may not meet our financial expectations.

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• we may incur significant costs and divert management attention in connection with the evaluation and negotiation of potential acquisitions, including ones that are subsequently not completed;

• we may underestimate the costs to improve, reposition or redevelop a property, or the time needed to complete the improvement, repositioning or redevelopment;

• we may be unable to finance acquisitions on favorable terms and in the time period we desire, or at all;

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Consequently, we may have limited ability to promptly change our portfolio in response to changes in economic or other conditions.

Moreover, our ability to dispose of, or finance real estate may be materially and adversely affected during periods of uncertainty or unfavorable conditions in the credit markets as we or potential buyers of our real estate may experience difficulty in obtaining financing.

Market conditions, including macroeconomic events, interest rate changes and capital availability, may impact our ability to sell properties on our preferred timing and at prices and returns we deem acceptable, if at all.

To dispose of low basis deferral or tax-protected properties efficiently, we from time to time use like-kind exchanges, which are intended to qualify for non-recognition of taxable gain but can be difficult to consummate and result in the property for which the disposed assets are exchanged inheriting their low tax bases and other tax attributes (including tax protection covenants).

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Real estate is carried at cost, net of accumulated depreciation and amortization.

Our properties are individually reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the property may not be recoverable.

Our properties are individually reviewed for impairment whenever events or changes in circumstances, including declines in property operating performance and general market conditions, indicate that the carrying amount of the property 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.

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Recording an impairment charge results in an immediate reduction in our income in the period in which the charge is taken, which could materially and adversely affect our results of operations and financial condition.

For example, we recognized such an impairment in the first quarter of 2023 related to an office and retail property located in Brooklyn, NY.

We did not recognize any impairment charges during the years ended December 31, 2025 or 2024.

During the year ended December 31, 2023, we recognized an impairment charge related to an office and retail property located in Brooklyn, NY.

Departure or loss of key management could adversely affect our business and operations.

The success of our business depends, in significant part, on the leadership and performance of our executive management team and other key personnel, and our ability to attract and retain talented employees may significantly impact our future performance.

If any of our executive officers or other key personnel were to leave the Company for any reason, we may not be able to replace these individuals with an executive of equal skill, ability, and industry expertise within a reasonable timeframe, which could have a material adverse effect on our cash flow, financial condition and results of operations.

RISKS RELATED TO OUR LIQUIDITY AND INDEBTEDNESS

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We have historically used moderate levels of leverage and expect to continue to incur indebtedness to support our activities.

As of December 31, 2024, our outstanding indebtedness was $1.6 billion, of which $100.9 million was variable rate indebtedness.

As of December 31, 2025, our outstanding indebtedness was $1.6 billion, all of which was fixed rate indebtedness.

If we are unable to obtain debt financing or refinance existing debt upon maturity on terms favorable to us, or at all, our financial condition and results of operations would likely be adversely affected.

As of the date of this filing, w e have approximately $23.7 million of mortgage debt, with an interest rate of 4.0%, maturing within the next 12 months related to a

mortgage loan encumbering one of our properties.

We are actively exploring our options to refinance;

however, there is no guarantee that we will be able to do so prior to maturity or at a rate that is favorable to us.

As of December 31, 2024, approximately 6% of our current outstanding debt bore interest at variable rates based on the Secured Overnight Financing Rate (“SOFR”), plus an applicable margin per the respective loan agreements.

As of December 31, 2025, w e have approximately $113.5 million of mortgage debt, with a weighted average interest rate of 3.9%, maturing within the next 12 months related to mortgage loans encumbering three of our properties.

As of December 31, 2025, we had no variable rate debt outstanding and our only potential exposure is related to our line of credit, which bears interest at a variable rate based on the Secured Overnight Financing Rate (“SOFR”), plus an applicable margin per the respective loan agreement.

We are exposed to risks related to a potential rising interest rate environment for our current or any future variable interest rate debt.

Interest expense on our variable rate debt at December 31, 2024, excluding the mortgage loan secured by Plaza at Woodbridge as the loan is hedged with an interest rate cap, would increase by approximately $0.5 million annually for every 100-basis-point increase in interest rates.

While we may enter into interest rate hedging transactions with counterparties, there can be no guarantee that the future financial condition of these counterparties will enable them to fulfill their obligations under such agreements.

If the cost or amount of our debt increases or we cannot refinance our debt in sufficient amounts or on acceptable terms, we are at risk of default on our obligations, which could have a material adverse effect on our company, including our ability to make distributions to our shareholders.

If the cost or amount of our debt increases or we cannot refinance our debt in sufficient amounts or on acceptable terms, we are at risk of default on our obligations, which could have a material adverse effect on the Company, including our ability to make distributions to our shareholders.

Covenants in our existing financing agreements may restrict our operating, financing, redevelopment, development, acquisition and other activities.

The mortgages on our properties contain customary covenants such as those that limit our ability, without the prior consent of the lender, to further mortgage the applicable property or to reduce insurance coverage.

The Revolving Credit Agreement contains, and any debt that we may obtain in the future may contain, customary restrictions, requirements and other limitations on our ability to incur indebtedness, including covenants (i) that limit our ability to incur debt based upon (1) our ratio of total debt to total assets, (2) our ratio of secured debt to total assets, (3) our ratio of earnings before interest, tax, depreciation and amortization (“EBITDA”) to interest expense and (4) our ratio of EBITDA to fixed charges, and (ii) that require us to maintain a certain level of unencumbered assets to unsecured debt.

The agreements for our unsecured line of credit and term loans contain, and any debt that we may obtain in the future may contain, customary restrictions, requirements and other limitations on our ability to incur indebtedness, including covenants (i) that limit our ability to incur debt based upon (1) our ratio of total debt to total assets, (2) our ratio of secured debt to total assets, (3) our ratio of earnings before interest, tax, depreciation and amortization (“EBITDA”) to interest expense and (4) our ratio of EBITDA to fixed charges, and (ii) that require us to maintain a certain level of unencumbered assets to unsecured debt.

Our ability to borrow is subject to compliance with these and other covenants.

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There is a separate requirement to distribute net capital gains or pay a corporate level tax in lieu thereof.

Our access to debt or equity financing depends on conditions in the capital markets generally and the willingness of third parties to lend to or to make equity investments.

There can be no assurance that new financing or other capital will be available or available on acceptable terms.

Our access to debt or equity financing depends on several factors, including general market conditions, our current and potential future earnings, the market’s perception of our growth potential and risk profile, and our cash distributions.

Disruptions in the financial markets could impact the overall amount of debt and equity capital available, our ability to access new capital on acceptable terms and loan-to-value ratios which could cause a tightening of lender underwriting standards and terms and higher interest rate spreads.

As such, there can be no assurance that new financing or other capital will be available or available on acceptable terms.

The failure to obtain financing or other capital could materially and adversely affect our business, results of operations and financial condition.

For information about our available sources of funds, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” included in Part II, Item 7 in this Annual Report on Form 10-K and the Notes to Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K.

Form 10-K and the Notes to the c onsolidated a udited f inancial s tatements included in Part II, Item 8 in this Annual Report on Form 10-K.

RISKS RELATED TO BUSINESS CONTINUITY

We face risks associated with security and cyber security breaches.

We face risks associated with security breaches, whether through cyber attacks or cyber intrusions over the internet, malware, computer viruses, attachments to emails, persons inside our organization or persons with access to systems, and other significant disruptions of our Information Technology (“IT”) networks and related systems.

Similarly, vendors from whom we receive outsourced IT-related services, including third-party platforms, face the same risks, which could in turn affect us.

Our internal and outsourced IT networks and related systems are essential to the operation of our business and our ability to perform day to day operations.

Cyberattacks are expected to accelerate on a global basis in frequency and magnitude as threat actors are becoming increasingly sophisticated in using techniques and tools, including artificial intelligence (“AI”), that circumvent security controls, evade detection and remove forensic evidence.

Despite the implementation of security measures for our disaster recovery and business continuity plans, our information systems may be vulnerable and a significant breach could materially and adversely affect our operations, results and financial condition.

Our use of, and reliance on, AI and machine learning technologies, including generative AI tools used by us or by our vendors, presents additional risks.

Such technologies may involve the ingestion or processing of proprietary, confidential or sensitive information, and may increase the risk that such information is disclosed, misused or otherwise compromised, including through unintended outputs or model behavior.

In addition, vendors may incorporate AI tools into their products or services without disclosing such use to us, and the providers of such tools may not meet existing or evolving legal, regulatory or industry standards related to privacy, data protection or information security.

Any such issues, including a breach or significant and extended disruption in the functioning of our systems, including our primary website, may damage our reputation and cause us to lose availability of our systems data, customers, tenants and revenues, generate third-party claims, result in the unintended and/or unauthorized public disclosure or the misappropriation of proprietary, personal identifying and confidential information, and require us to incur significant expenses to address and remediate or otherwise resolve these kinds of issues, and we may not be able to recover these expenses in whole or in any part from our service providers, responsible parties, or insurance carriers which could have a material adverse effect on our business and operations.

See Part I, Item 1C.

“Cybersecurity” in this Annual Report on Form 10-K for further information on our risk management, strategy and governance as it pertains to cyber risks.

Our business and operations would suffer in the event of system failures.

Despite system redundancy, the implementation of security measures and the existence of a disaster recovery plan for our IT infrastructure, our systems are vulnerable to damages from any number of sources, including computer viruses, unauthorized access, energy blackouts, natural disasters, terrorism, war and telecommunication failures.

We have placed reliance on third-party managed services to perform a number of IT-related functions and we may experience system difficulties related to our platform and integrating the services provided by third parties.

If we experience a system failure or accident that causes interruptions in our operations, we could experience material and adverse disruptions to our business.

We may also incur additional costs to remedy damages caused by such disruptions.

Risks related to our properties in Puerto Rico.

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Any of these events could negatively impact our ability to lease space on terms and conditions we seek and could have a material adverse effect on our business and results of operations.

Natural disasters could have a concentrated impact on us.

Natural disasters and climate change could have a concentrated impact on us.

We own properties near the Atlantic Coast and in Puerto Rico which are subject to natural disasters such as hurricanes, floods, earthquakes and storm surges.

We also have two properties in California that could be impacted by earthquakes and wildfires.

As a result, we could become subject to business interruption, significant losses and repair costs, such as those we experienced from Hurricane Maria in 2017, which damaged and caused the temporary closure of our two properties in Puerto Rico.

Changing weather patterns and climatic conditions, resulting primarily from climate change, may affect the predictability and

frequency of natural disasters and severe weather conditions and create additional uncertainty as to future trends and exposures, including certain areas in which our portfolio is concentrated, such as the New York metropolitan area.

As a result, we could become subject to business interruption, significant losses and repair costs.

We maintain comprehensive, all-risk property and rental value insurance coverage on our properties, however losses resulting from a natural disaster may be subject to a deductible or not fully covered and such losses could adversely affect our cash flow, financial condition and results of operations.

Some of our potential losses may not be covered by insurance.

However, all such policies are subject to the terms, conditions, exclusions, deductibles and sub-limits, among other limiting factors.

For example, our terrorism insurance policy excludes coverage for nuclear, biological, chemical or radiological terrorism events as defined by the Terrorism Risk Insurance Program Reauthorization Act.

We maintain numerous insurance policies including for general liability, property, pollution, acts of terrorism, trustees’ and officers’, cyber, workers’ compensation and automobile-related liabilities which we believe are of the types and amounts customarily obtained for or by owners of similar types of real property assets located in the areas where our properties are located.

All such policies are subject to terms, conditions, exclusions, deductibles and sub-limits, among other limiting factors.

Certain insurance premiums are charged directly to each of the properties but not all of the cost of such premiums are recovered.

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We cannot anticipate what coverage will be available on commercially reasonable terms, or at all, and expect premiums across most coverage lines will 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 financial condition.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” included in Part II, Item 7.

in this Annual Report on Form 10-K and the Notes to Consolidated Financial Statements included in Part II, Item 8.

in this Annual Report on Form 10-K.

As a result, we may reduce the insurance we procure or we may elect or be compelled to self-insure certain lines of coverage up to certain limits, such as through our wholly-owned captive insurance program.

Incurring uninsured losses, costs or uncovered premiums could materially and adversely affect our business, results of operations and financial condition.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” included in Part II, Item 7 in this Annual Report on Form 10-K and the Notes to the consolidated audited financial statements included in Part II, Item 8 in this Annual Report on Form 10-K.

Terrorist acts and shooting incidents could harm the demand for, and the value of, our properties.

Over the past several years, a number of highly publicized terrorist acts and shootings have occurred at domestic and international retail properties.

In the event concerns regarding safety were to alter shopping habits or deter customers from visiting shopping centers, our tenants would be adversely affected, as would the general demand for retail space.

Additionally, if such incidents were to continue, insurance for such acts may become limited or subject to substantial cost increases.

Such an incident at one of our properties, particularly one in which we generate a significant amount of revenue, could materially and adversely affect our business, results of operations and financial condition.

Our business and operations would suffer in the event of system failures.

Despite system redundancy, the implementation of security measures and the existence of a disaster recovery plan for our information technology (“IT”) infrastructure, our systems are vulnerable to damages from any number of sources, including computer viruses, unauthorized access, energy blackouts, natural disasters, terrorism, war and telecommunication failures.

If we experience a system failure or accident that causes interruptions in our operations, we could experience material and adverse disruptions to our business.

We may also incur additional costs to remedy damages caused by such disruptions.

We face risks associated with security and cyber security breaches.

Similarly, vendors from whom we receive outsourced IT-related services, including third-party platforms, face the same risks, which could in turn affect us.

Our internal and outsourced IT networks and related systems are essential to the operation of our business and our ability to perform day to day operations.

A breach or significant and extended disruption in the functioning of our systems, including our primary website, may damage

our reputation and cause us to lose customers, tenants and revenues, generate third-party claims, result in the unintended and/or unauthorized public disclosure or the misappropriation of proprietary, personal identifying and confidential information, and require us to incur significant expenses to address and remediate or otherwise resolve these kinds of issues, and we may not be able to recover these expenses in whole or in any part from our service providers, responsible parties, or insurance carriers which could have a material adverse effect on our business and operations.

See Part I, Item 1C.

“Cybersecurity” in this Annual Report on Form 10-K for further information on our risk management, strategy and governance as it pertains to cyber risks.

RISKS RELATED TO ENVIRONMENTAL LIABILITY AND REGULATORY COMPLIANCE

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With this increased focus and demand, public reporting regarding Corporate Responsibility practices is becoming more broadly expected.

If our Corporate Responsibility practices (including the speed of adoption of certain practices) and reporting do not meet investor, tenant, customer, or employee expectations, which continue to evolve, our reputation and tenant

retention may be negatively impacted.

Our failure, or perceived failure, to meet the standards included in any sustainability disclosure or the expectations of our various stakeholders, could negatively impact our reputation, tenant and employee retention, and access to capital.

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In April 2024, in response to petitions and litigation from state officials, business and environmental groups alike, the SEC issued an order staying the rules until the litigation process is complete.

Subsequently, the SEC withdrew its defense of the rules, but requested that the litigation be resolved on the merits.

In September 2025, it was ordered that the litigation would be held in abeyance until the SEC reconsiders or renews its defense of the rules.

As of the date of this filing, the timeline for resolution is not easily determinable and it is uncertain whether the rules will be upheld, amended or abolished.

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The Americans with Disabilities Act (“ADA”) generally requires that public buildings, including our properties, meet certain federal requirements related to access and use by disabled persons.

Noncompliance could result in the imposition of fines by the federal government or the award of damages to private litigants and/or legal fees to their counsel.

Investigation of a property may reveal non-compliance with the ADA and could result in the imposition of fines by the federal government or the award of damages to private litigants and/or legal fees to their counsel.

We could be required under the ADA to make substantial alterations to, and capital expenditures at, one or more of our properties, including the removal of access barriers, which could materially and adversely affect our business, results of operations and financial condition.

Our properties are subject to various federal, state and local regulatory requirements such as state and local fire and life safety regulations.

Our properties are also subject to various federal, state and local regulatory requirements such as state and local fire and life safety regulations.

If we fail to comply with these requirements, we could incur fines or private damage awards.

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We intend to distribute 100% of our REIT taxable income to our shareholders.

limitations on interest and net operating loss deductibility, the creation of reserves, or required debt or amortization payments.

From time to time, we may generate taxable income greater than our cash flow as a result of differences in timing between the recognition of taxable income and the actual receipt of cash or the effect of nondeductible capital expenditures, the effect of limitations on interest and net operating loss deductibility, the creation of reserves, or required debt or amortization payments.

If we do not have other funds available in these situations, we could be required to borrow funds on unfavorable terms, sell assets at disadvantageous prices, distribute amounts that would otherwise be invested in future acquisitions, capital expenditures or repayment of debt, or make taxable distributions of our shares or debt securities to make distributions sufficient to enable us to pay out enough of our taxable income to satisfy the REIT distribution requirement and avoid corporate income tax and the 4% excise tax in a particular year.

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

What changed 10-K

Item 1A. Risk Factors