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Item 7. Management’s Discussion and Analysis

2026-02-11 compared with 2025-02-12 · 114 added, 160 removed, 237 unchanged (54% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the consolidated financial statements and notes thereto included in Part II, Item 8 of this Annual Report on Form 10-K.

The following discussion should be read in conjunction with the consolidated audited financial statements and notes thereto included in Part II, Item 8 of this Annual Report on Form 10-K.

This section of this Annual Report on Form 10-K generally discusses 2025 and 2024 items and provides a year-to-year comparison between 2025 and 2024.

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Economic Considerations

In recent years, microeconomic and macroeconomic conditions have caused volatility in the financial markets.

Inflation began to increase rapidly during 2021 through 2022, resulting in increased costs for certain goods and services.

The Federal Reserve took measures to mitigate the impact of inflation by raising its benchmark interest rate several times between 2022 and 2023, resulting in significant increases in the cost of borrowing.

These interest rate increases proved to be successful in reducing inflation as inflation rates began to fall beginning in the second quarter of 2023 and continued to fall through most of 2024.

In September 2024, the Federal Reserve cut rates by 50 basis points, driven in part by positive economic reports and the decrease in inflation levels.

This was followed by additional rate cuts in November and December of 2024, lowering the target rate to a range of 4.25% to 4.50%.

While interest rates and inflation have decreased compared to the prior year, both remain at elevated levels relative to the years preceding 2021 and could remain at these levels in the near-term and long-term.

The current levels of inflation could also result in reduced discretionary spending by consumers, putting pricing pressure on rents and limiting the amounts we are able to charge new tenants or tenants up for renewals.

Notwithstanding the foregoing, the Company continued to see strong demand from grocers, discounters, quick-service restaurants and other tenants wanting to operate in our core market of the Washington, D.C.

In recent years, microeconomic and macroeconomic conditions have caused volatility in the financial markets, such as the recent impacts as a result of changes in tariff policies and interest rates.

The economy continues to face several ongoing issues including inflation risk and elevated interest rates which present potential risks for our business and our tenants.

We continue to monitor the impacts of inflation on our operations and measures taken by the Federal Reserve in response to inflationary levels.

During 2025, the Federal Reserve lowered its target range for the federal funds rate by 75 bps via rate cuts in September, October and December.

The decision to lower the target range was driven in part by moderate economic growth, a weakened labor market and an increase in unemployment levels.

The target rate now sits at a range of 3.50% to 3.75%.

While inflation rates have decreased slightly compared to the prior year, they remain elevated in relation to the Federal Reserve’s target of 2%.

The current levels of inflation could result in reduced discretionary spending by consumers, putting pricing pressure on rents and limiting the amounts we are able to charge new tenants or tenants up for renewals.

Notwithstanding the foregoing, the Company continued to see strong demand from a variety of tenants wanting to operate in our core markets within the Washington, D.C.

to Boston corridor.

The Company was also able to pay off, finance and refinance several mortgage loans during the year and continues to maintain a strong balance sheet that we believe provides us with financial flexibility.

Our debt consists primarily of well-laddered, single asset, non-recourse mortgages with approximately 9% of debt maturing through 2026.

We believe demand for our centers is, in part, driven by our portfolio being primarily concentrated in first-ring suburban areas within high household income communities and limited new construction, creating high barriers to entry.

We continue to maintain a strong balance sheet enabling us to pay off, finance and refinance several mortgage loans during the year, and our mortgage debt now consists entirely of fixed-rate, single asset, non-recourse loans.

We believe our strong balance sheet and adequate liquidity provides us with financial flexibility and the capacity to execute on transactions that meet our criteria and align with our growth strategy.

We expect to continue to add value to our portfolio through executing our leasing pipeline, active development, redevelopment and anchor repositioning projects, commencing leases signed but not yet opened and identifying additional accretive capital recycling opportunities.

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• Signed 58 new leases totaling 360,691 square feet, including 40 new leases on a same-space (1) basis totaling 205,748 square feet at an average rental rate of $35.88 per square foot on a GAAP basis and $32.59 per square foot on a cash basis, generating average rent spreads of 53.4% on a GAAP basis and 32.0% on a cash basis;

• Renewed or extended 86 leases totaling 1,910,688 square feet, including 84 leases on a same-space (1) basis totaling 1,682,610 square feet, at an average rental rate of $19.92 per square foot on a GAAP basis and $19.60 per square foot on a cash basis, generating average rent spreads of 11.3% on a GAAP basis and 9.3% on a cash basis;

• Acquired three properties in our core market of the Washington, D.C.

to Boston corridor, totaling 917,000 square feet, for an aggregate purchase price of $245.3 million, inclusive of transaction costs, at an average capitalization rate of 7%;

• Sold three single-tenant and non-core properties, totaling 454,000 square feet, for an aggregate gross price of $108.9 million at an average capitalization rate of 5%;

• Completed five development, redevelopment and anchor repositioning projects, aggregating $29.7 million, expected to generate an approximate 16% unleveraged yield;

• Activated eight development, redevelopment, and anchor repositioning projects aggregating $14.7 million, expected to generate an approximate 25% unleveraged yield;

• Paid off three single-asset, non-recourse, variable rate mortgage loans aggregating $75.7 million in January 2024 that were due to mature in the fourth quarter of 2024 and had interest rates of 7.34% on the date of repayment;

• Refinanced two single-asset, non-recourse mortgages with two new loans aggregating $100 million with a weighted average interest rate of 5.8%;

• Financed three assets with individual non-recourse mortgages aggregating $111 million with a weighted average interest rate of 5.9%;

• Assumed a $60 million fixed rate mortgage with a below-market interest rate of 3.76% in connection with the acquisition of The Village at Waugh Chapel, partially financing the purchase;

• Issued 7,097,124 common shares at a weighted average gross price of $18.71 per share under our $250 million at-the-market equity offering program (the “ATM program”), generating cash proceeds of $131.1 million, net of commissions paid to distribution agents.

• Renewed or extended 104 leases totaling 1,139,359 square feet, all of which were on a same-space (1) basis, at an average rental rate of $24.64 per square foot on a GAAP basis and $24.27 per square foot on a cash basis, generating average rent spreads of 12.5% on a GAAP basis and 10.8% on a cash basis;

• Acquired one property located in Allston, MA, totaling 91,000 square feet, for a purchase price of $39.2 million, inclusive of transaction costs, at a capitalization rate of 5.4%;

• Sold two non-core properties and one property parcel, totaling 208,000 square feet, for an aggregate gross price of $66.2 million at an average capitalization rate of 4.9%;

• Completed fourteen development, redevelopment and anchor repositioning projects, aggregating $55.3 million, expected to generate an approximate 19% unleveraged yield;

• Activated eleven development, redevelopment, and anchor repositioning projects, aggregating $61.3 million, expected to generate an approximate 14% unleveraged yield;

• Paid off two single-asset, non-recourse, mortgage loans aggregating $73.5 million with a weighted average interest rate of 4.86%;

• Financed one asset with an individual non-recourse mortgage of $123.6 million with a swapped fixed interest rate of 5.1%;

• Completed the modification of an $80.2 million single-asset, non-recourse mortgage loan, resulting in a reduced interest rate from 6.6% to 6.15% and new maturity date of January 2031 with a three-year extension option.

(1) Same-space leases represent those leases signed on spaces for which there was a previous lease.

We intend to create value and grow earnings, funds from operations, and cash flows by:

• Adding essential tenants to our properties and positioning our retail assets with a mix of high-quality, credit tenants including grocers, discounters, premium healthcare operators and elevated food offerings;

• Managing our balance sheet to allow for flexibility and execution on financing, refinancing, or prepayment opportunities when identified;

• Managing and monitoring property operating and general and administrative expenses and identifying opportunities for savings;

• Leasing vacant spaces, proactively extending leases, managing the exercise of tenant options and, when possible, replacing underperforming tenants with operators that can pay higher rents and positively impact our properties;

• Adding essential tenants to our properties and positioning our retail assets with a mix of high-quality, credit tenants including grocers, discounters, big-box retailers, premium healthcare operators and elevated food offerings;

• Managing our balance sheet to allow for flexibility and execution on financing, refinancing, or prepayment opportunities when appropriate;

• Managing and monitoring property operating and general and administrative expenses and identifying opportunities for cost savings and efficiencies;

• Expediting the delivery of space to tenants and the collection of rents from executed leases that have not yet rent commenced;

• Generating additional income from our existing assets by redeveloping underutilized existing space, repositioning anchors, and monetizing unused land by developing new spaces and pad sites and researching additional income producing uses;

• Recycling capital by divesting non-retail and smaller assets in non-core markets and single-tenant assets with low growth, and acquiring assets that meet our investment criteria in our target markets.

• Recycling capital by divesting smaller assets in non-core markets and low growth assets that may provide desirable proceeds, and acquiring assets that meet our investment criteria in our target markets.

Critical Accounting Estimates

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These estimates are prepared using management’s best judgment, after considering past and current events and economic conditions.

In addition, certain information relied upon by management in preparing such estimates includes internally generated financial and operating information, external market information, when available, and when necessary, information obtained from

consultations with third-party experts.

Actual results could differ from these estimates.

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Management considers an accounting estimate to be critical if changes in the estimate could have a material impact on our consolidated results of operations or financial condition.

Our significant accounting policies are more fully described in Note 3 to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.

Our significant accounting policies are more fully described in Note 3 to the consolidated audited financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.

The following accounting estimates are considered critical because they are particularly dependent on management’s judgment about matters that have a significant level of uncertainty at the time the accounting estimates are made, and changes to those estimates could have a material impact on our financial condition or operating results.

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In the case that these assumptions change materially, they could have a material impact on our results and financial statements.

During 2024, we acquired three properties and utilized the above factors, including the use of a third party, to allocate the purchase price of these properties among various assets and liabilities.

During 2025, we acquired one property and utilized the above factors, including the use of a third party, to allocate the purchase price of the property among various assets and liabilities.

Further information on these allocations can be found in Part II, Item 8, Note 4 of this Annual Report on Form 10-K.

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During the year ended December 31, 2025, we have had no changes to the methods or assumptions used in our assessment of fair value of our real estate assets and have not incurred any material impairments.

During 2023, we recognized a $34.1 million impairment charge related to one of our properties located in Brooklyn, NY.

Further information on impairments can be found in Part II, Item 8, Note 9 of this Annual Report on Form 10-K.

We operate in a business that has significant investments in real

estate and our estimates of valuation are subject to current market conditions and tenant operations, which drive future cash flows, and are beyond our control.

We operate in a business that has significant investments in real estate and our estimates of valuation are subject to current market conditions and tenant operations, which drive future cash flows, and are beyond our control.

As these factors can result in changes to our estimates and result in material impairment losses, this is deemed a critical accounting estimate.

Recent Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (“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 Chief Operating Decision Maker (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.

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.

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.

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 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.

See Note 3 to the audited consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for information regarding recent accounting pronouncements that may affect us.

Additionally, see Note 7 to the audited consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for information regarding recent amendments to the Code.

Refer to Note 3 to the consolidated audited financial statements in Part II, Item 8 of this Annual Report on Form 10-K for information about recently issued and recently adopted accounting principles.

Results of Operations

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Property operating expenses include real estate taxes, repairs and maintenance, management expenses, insurance and utilities;

general and administrative expenses, which include payroll, professional fees, information technology, office expenses and other administrative expenses;

and interest and debt expense primarily consists of interest on our mortgage debt and our line of credit under the Revolving Credit Agreement (our “line of credit”).

general and administrative expenses include payroll, professional fees, information technology, office expenses and other administrative expenses;

and interest and debt expense primarily consists of interest on our mortgage debt, our unsecured line of credit and borrowings under our term loans.

In addition, we incur substantial non-cash charges for depreciation and amortization on our properties.

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The results of operations of any acquired properties are included in our financial statements as of the date of acquisition.

Our results of operations are affected by national, regional and local economic conditions, as well as macroeconomic conditions, which are at times subject to volatility and uncertainty.

In recent years, inflation levels were elevated resulting in increased costs for certain goods and services.

Most of our leases require tenants to pay their share of operating expenses, including common area maintenance, real estate taxes and insurance, thereby reducing our exposure to increases in costs and operating expenses resulting from inflation, although some larger tenants have capped the amount of these operating expenses they are responsible for under their lease.

In response to the rising rate of inflation, the Federal Reserve raised benchmark interest rates several times between 2022 and 2023, resulting in an increase in the cost of borrowing.

In 2024, the Federal Reserve cut rates driven in part by positive economic reports and a decrease in inflation levels.

Interest rates still remain at elevated levels compared to the years preceding 2021, and could remain at this level in the near-term and long-term.

Our results of operations are affected by national, regional and local economic conditions, as well as macroeconomic conditions, which are at times subject to volatility and uncertainty such as recent market volatility resulting from changes in tariff policies and the geopolitical climate.

Increased tariffs on foreign imports could have a material impact on the cost of certain raw materials and goods and adversely affect the results of our operations or the operations of our tenants, and could also temper consumer spending.

While most of our leases require tenants to pay their share of operating expenses, including common area maintenance, real estate taxes and insurance, thereby reducing our exposure to increases in costs and operating expenses, there is no guarantee we will be able to recoup all such amounts, and some larger tenants have capped the amount of these operating expenses they are responsible for under their lease.

In recent years, rising inflation has resulted in several interest rate hikes by the Federal Reserve, significantly increasing the cost of borrowing.

During 2025, inflation began to abate and the Federal Reserve lowered its target range for the federal funds rate by 75 bps to a range of 3.50% to 3.75%.

While interest rates and inflation have decreased compared to the prior year, both remain at elevated levels compared to the Federal Reserve’s target of 2%, and could remain at this level in the near-term and long-term.

We occasionally utilize interest rate derivative agreements to hedge the effect of rising interest rates on our variable rate debt.

As of December 31, 2024, all of our outstanding mortgage debt is fixed rate or hedged with interest rate derivative agreements.

Our only variable rate debt exposure is related to our line of credit which has an outstanding balance of $50 million as of December 31, 2024 and is indexed to SOFR, plus an applicable margin per the Revolving Credit Agreement.

As of December 31, 2024, we were counterparty to one interest rate swap agreement and one interest rate cap agreement, both of which qualify for, and are designated as, hedging instruments.

As of December 31, 2025, all of our outstanding mortgage debt is fixed rate or hedged with interest rate derivative agreements, and our only variable rate debt exposure is related to our unsecured line of credit which has no outstanding balance as of December 31, 2025 and is indexed to SOFR, plus an applicable margin per the agreement.

On January 22, 2026, we amended and restated our line of credit and entered into agreements for two delayed draw term loans which are also indexed to SOFR, plus an applicable margin per the respective agreements.

As of December 31, 2025, we were counterparty to two interest rate swap agreements, both of which qualify for, and are designated as, hedging instruments.

We are actively managing our business to respond to the economic and social impacts from events and circumstances such as those described above.

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General and administrative 39,975 37,474 2,501

Real estate impairment loss — 34,055 (34,055)

Gain on sale of real estate 49,695 38,818 10,877

Interest income 2,667 3,037 (370)

Interest and debt expense 78,232 81,587 (3,355)

Gain on extinguishment of debt 21,423 41,144 (19,721)

(Loss) gain on extinguishment of debt (534) 21,423 (21,957)

Income tax expense 2,601 2,386 215

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The increase is primarily attributable to:

• $20.6 million increase as a result of property acquisitions net of dispositions;

• $21.9 million increase in property rentals and tenant reimbursements due to rent commencements and contractual rent increases, partially offset by tenant vacates;

• $1.2 million decrease in rental revenue deemed uncollectible;

• $9.9 million decrease in other income primarily driven by a litigation settlement payment received in the fourth quarter of 2023;

• $1.4 million decrease in non-cash revenues driven by accelerated amortization of below-market intangible liabilities in the fourth quarter of 2023 related to a tenant termination.

Depreciation and amortization increased by $41.4 million to $150.4 million in the year ended December 31, 2024 from $109.0 million in the year ended December 31, 2023.

The increase is primarily attributable to:

• $8.9 million increase as a result of property acquisitions net of dispositions;

• $15.0 million increase due to assets placed in service for completion of redevelopment projects during the year.

Real estate tax expense increased by $3.8 million to $68.7 million in the year ended December 31, 2024 from $64.9 million in the year ended December 31, 2023.

The increase is primarily attributable to:

• $1.7 million increase in rental revenue deemed uncollectible;

• $1.1 million decrease in non-cash revenues driven by accelerated amortization of below-market lease intangibles in connection with tenant vacates during 2024;

• $0.8 million decrease in lease termination and other income;

• $0.2 million decrease in percentage rent primarily due to timing of recognition as compared to 2024.

Depreciation and amortization decreased by $11.2 million to $139.2 million in the year ended December 31, 2025 from $150.4 million in the year ended December 31, 2024.

The decrease is primarily attributable to:

• $20.3 million decrease primarily related to accelerated depreciation in 2024 on buildings taken out of service for redevelopment;

• $9.1 million increase as a result of property acquisitions net of dispositions.

Real estate tax expense decreased by $2.2 million to $66.4 million in the year ended December 31, 2025 from $68.7 million in the year ended December 31, 2024.

The decrease is primarily attributable to:

• $1.1 million increase in capitalized real estate taxes due to the commencement of development, redevelopment and anchor repositioning projects, offset by project completions;

• $0.7 million decrease as a result of successful tax appeals and lower assessments;

• $0.4 million decrease as a result of property dispositions net of acquisitions.

Property operating expenses increased by $7.7 million to $86.4 million in the year ended December 31, 2025 from $78.8 million in the year ended December 31, 2024.

The increase is primarily attributable to:

• $7.3 million higher expenses incurred for increased insurance premiums, snow removal, and higher common area maintenance expenses across the portfolio as compared to 2023;

• $6.6 million higher expenses incurred for common area maintenance and utilities across the portfolio as compared to 2024;

• $1.1 million increase as a result of property acquisitions net of dispositions.

General and administrative expenses increased by $2.5 million to $40.0 million in the year ended December 31, 2025 from $37.5 million in the year ended December 31, 2024.

The increase is primarily attributable to higher employment expenses.

We recognized a real estate impairment loss of $34.1 million in the first quarter of 2023, reducing the carrying value of an office and retail property located in Brooklyn, NY.

We recognized a gain on sale of real estate of $38.8 million in 2024 primarily related to the sale of three properties.

The increase is primarily attributable to higher employment expenses and other corporate level expenses.

We recognized a gain on sale of real estate of $49.7 million in 2025 related to the sale of two properties and one property parcel.

Interest income decreased by $0.4 million to $2.7 million in the year ended December 31, 2024 from $3.0 million in the year ended December 31, 2023.

The decrease is attributable to lower average cash balances and lower interest rates on our deposits.

Interest and debt expense increased by $6.6 million to $81.6 million in the year ended December 31, 2024 from $74.9 million in the year ended December 31, 2023.

The increase is primarily attributable to:

• $4.1 million increase due to the balance on our line of credit, used to finance several acquisitions in 2023 and 2024;

We recognized a gain on sale of real estate of $38.8 million in 2024 related to the sale of three properties.

Interest and debt expense decreased by $3.4 million to $78.2 million in the year ended December 31, 2025 from $81.6 million in the year ended December 31, 2024.

The decrease is primarily attributable to:

• $4.9 million decrease due to a lower average balance and lower interest rate on our line of credit;

• $2.9 million decrease in interest expense due to the mortgage debt forgiven in connection with the foreclosure of Kingswood Center;

• $1.8 million increase in capitalized interest expense due to the commencement of development, redevelopment, and anchor repositioning projects, offset by project completions;

• $4.9 million increase due to new financings and refinancings since the fourth quarter of 2024, net of loan repayments;

• $1.3 million increase in amortization of deferred financing costs.

• $0.6 million decrease in capitalized interest expense due to the completion of development, redevelopment, and anchor repositioning projects, offset by project commencements;

• $2.5 million decrease in interest expense due to the mortgage debt forgiven in connection with the foreclosure of Kingswood Center.

We recognized a $21.7 million gain on the extinguishment of debt for the year ended December 31, 2024 attributable to the foreclosure settlement of Kingswood Center;

partially offset by a $0.3 million loss on extinguishment of debt as a result of the early payoff of three variable rate loans in January 2024.

During the year ended December 31, 2023, we recognized a $41.1 million gain on the extinguishment of debt attributable to the refinancing of the Shops at Caguas loan in August 2023, partially offset by a $0.5 million loss on extinguishment of debt recognized in the second quarter of 2023 related to the early payoff of the mortgage loan secured by Plaza at Cherry Hill.

Income tax expense decreased by $15.4 million to $2.4 million in the year ended December 31, 2024 from $17.8 million in the year ended December 31, 2023.

The decrease is primarily attributable to the income tax impact of the Shops at Caguas loan refinancing in August 2023.

We recognized a $1.0 million loss on the extinguishment of debt for the year ended December 31, 2025 related to the modification of the loan secured by the Shops at Caguas due to the substantial change in terms and the prepayment of the mortgage loan secured by the Plaza at Woodbridge, partially offset by a $0.5 million gain on the extinguishment of debt attributable to the return of escrow funds related to the Kingswood Center foreclosure.

We recognized a $21.7 million gain on the extinguishment of debt for the year ended December 31, 2024 attributable to the foreclosure settlement of Kingswood Center, partially offset by a $0.3 million loss on extinguishment of debt as a result of the early payoff of three variable rate loans in January 2024.

Income tax expense increased by $0.2 million to $2.6 million in the year ended December 31, 2025 from $2.4 million in the year ended December 31, 2024.

The increase is primarily attributable to the income tax impact of the Company’s captive insurance program.

Comparison of the Year Ended December 31, 2024 to December 31, 2023

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NOI should not be considered a substitute for net income and may not be comparable to similarly titled measures employed by others.

We calculate same-property NOI using net income as defined by GAAP reflecting only those income and expense items that are reflected in NOI (as described above) and excluding properties that were under development, redevelopment or that involve anchor repositioning where a substantial portion of the gross leasable area is taken out of service, and also excluding properties acquired, sold, or that are in the foreclosure process during the periods being compared.

We also exclude for the following items in calculating same-property NOI:

lease termination fees, bankruptcy settlement income, and income and expenses that we do not believe are representative of ongoing operating results, if any.

As such, same-property NOI assists in eliminating disparities in net income due to the development, redevelopment, acquisition, disposition or foreclosure of properties during the periods presented, and thus provides a more consistent performance measure for the comparison of the operating performance of the Company’s properties, which the Company believes to be useful to investors.

As such, same-property NOI assists in eliminating disparities in net income due to the development, redevelopment, acquisition, disposition or foreclosure of properties, and results of our captive insurance program during the periods presented, and thus provides a more consistent performance measure for the comparison of the operating performance of the Company’s properties, which the Company believes to be useful to investors.

Same-property NOI should not be considered a substitute for net income and may not be comparable to similarly titled measures employed by others.

Throughout this section, we have provided certain information on a “same-property” basis which includes the results of operations that were owned and operated for the entirety of the reporting periods being compared, which total 63 properties for the years ended December 31, 2025 and 2024.

Information provided on a same-property basis excludes properties that were under development, redevelopment or that involve anchor repositioning where a substantial portion of the gross leasable area is taken out of service and also excludes properties acquired, sold, or that are in the foreclosure process during the periods being compared.

While there is judgment surrounding changes in designations, a property is removed from the same-property pool

when a property is considered to be a redevelopment property because it is undergoing significant renovation or retenanting pursuant to a formal plan and is expected to have a significant impact on property operating income based on the retenanting that is occurring.

While there is judgment surrounding changes in designations, a property is removed from the same-property pool when a property is considered to be a redevelopment property because it is undergoing significant renovation or retenanting pursuant to a formal plan and is expected to have a significant impact on property

operating income based on the retenanting that is occurring.

A development or redevelopment property is moved back to the same-property pool once a substantial portion of the NOI growth expected from the development or redevelopment is reflected in both the current and comparable prior year period, generally one year after at least 80% of the expected NOI from the project is realized on a cash basis.

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Net income $ 97,510 $ 75,442

Other expense (income) 897 (9,097)

Other expense 1,211 897

Depreciation and amortization 139,166 150,389

General and administrative expense 39,975 37,474

Real estate impairment loss — 34,055

Gain on sale of real estate (49,695) (38,818)

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Interest and debt expense 78,232 81,587

Gain on extinguishment of debt (21,423) (41,144)

Loss (gain) on extinguishment of debt 534 (21,423)

Income tax expense 2,601 2,386

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Same-property NOI including properties in redevelopment $ 267,069 $ 254,278

(1) Non-same property NOI includes NOI related to properties being redeveloped and properties acquired, disposed, or that are in the foreclosure process during the periods being compared.

(1) Non-same property NOI includes NOI related to properties being redeveloped and properties acquired, disposed, or that are in the foreclosure process in the periods being compared, and results of the Company’s captive insurance program.

Funds From Operations

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Gain on sale of real estate (49,695) (38,818)

Real estate impairment loss — 34,055

Limited partnership interests in operating partnership (1)

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Other sources of liquidity to fund cash requirements include proceeds from financings, equity offerings and asset sales.

We have an $800 million line of credit under the Revolving Credit Agreement which has a maturity date of February 9, 2027 and includes two six-month extension options.

The Company has obtained seven letters of credit issued under the Revolving Credit Agreement, aggregating $32.1 million, and provided them to mortgage lenders and other entities to secure its 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 their face values but remain undrawn and no separate liability has been recorded in association with them.

As of December 31, 2024, there was $50 million drawn under the Revolving Credit Agreement with an available remaining balance of $717.9 million under the facility, including undrawn letters of credit.

See Note 6 to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for more information on our Revolving Credit Agreement.

At December 31, 2025, we had an $800 million unsecured line of credit which had a maturity date of February 9, 2027 and included two six-month extension options.

The Company obtained seven letters of credit issued under the unsecured line of credit, aggregating $30.2 million, and provided them to mortgage lenders and other entities to secure its obligations in relation to certain reserves and capital requirements.

The letters of credit issued under the unsecured line of credit have reduced the amount available under the facility commensurate with their face values but remain undrawn and no separate liability has been recorded in association with them.

As of December 31, 2025, there was no outstanding balance under the unsecured line of credit with an available remaining capacity of $769.8 million under the facility, including undrawn letters of credit.

On January 22, 2026, we amended and restated the agreement for our unsecured line of credit, which reduced the facility size by $100 million to $700 million and extended the maturity date to June 28, 2030, with two six-month extension options.

The previously issued letters of credit were migrated to the amended and restated agreement and remain undrawn.

Contemporaneous with the amendment and restatement of the unsecured line of credit, the Company executed agreements for two term loans aggregating $250 million which includes a 5-year maturity and a 7-year maturity of $125 million each, both of which have a 12-month delayed draw feature.

See Note 6 to the consolidated audited financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for more information on our unsecured line of credit and delayed draw term loans.

In August 2025, in connection with the launch of the ATM Program, the Company entered into an equity distribution agreement with various financial institutions acting as agents, forward sellers, and forward purchasers (the “Equity Distribution Agreement”).

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 replaced the Company’s previous at-the-market program established on August 15, 2022.

During the year ended December 31, 2025, the Company did not issue any common shares under the current or prior ATM Program.

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.

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Our long-term capital requirements consist primarily of maturities under our long-term debt agreements, development and redevelopment costs and potential acquisitions.

As of the date of this filing, we have approximately $23.7 million of debt maturing within the next 12 months related to a mortgage loan encumbering one of our properties and are actively exploring our options to refinance or pay at maturity.

At December 31, 2024, we had cash and cash equivalents, including restricted cash, of $90.6 million and $717.9 million available under our Revolving Credit Agreement.

As of the date of this filing, we have approximately $113.5 million of debt maturing within the next 12 months related to mortgage loans encumbering three of our properties and are actively exploring our options to refinance or pay at maturity.

At December 31, 2025, we had cash and cash equivalents, including restricted cash, of $78.9 million and $769.8 million available under our unsecured line of credit.

These amounts are readily available to fund the debt obligations discussed above which are coming due within the next year.

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Net cash used in investing activities (75,605) (234,697)

Net cash (used in) provided by financing activities (2,088) 161

Net cash used in financing activities (118,889) (2,088)

Operating Activities

Net cash provided by operating activities primarily consists of cash inflows from rental revenue and cash outflows for property operating expenses, general and administrative expenses and interest and debt expense.

Net cash provided by operating activities for the year ended December 31, 2024 decreased by $9.8 million as compared to December 31, 2023.

The decrease is attributed to a $10 million litigation settlement payment received in the fourth quarter of 2023, offset by higher rental revenue from new tenant rent commencements and the timing of cash receipts and payments related to tenant collections and operating expenses.

Net cash provided by operating activities for the year ended December 31, 2025 increased by $29.5 million as compared to December 31, 2024.

The increase is attributed to higher rental revenue from new tenant rent commencements and the timing of cash receipts and payments related to tenant collections and operating expenses.

Investing Activities

Net cash used in investing activities is impacted by the timing and extent of our real estate development, capital improvements, and acquisition and disposition activities during the period.

Net cash used in investing activities for the year ended December 31, 2024 increased by $117.0 million compared to December 31, 2023.

The increase is attributed to:

• $252.5 million decrease in proceeds from the sale of real estate;

Net cash used in investing activities for the year ended December 31, 2025 decreased by $159.1 million as compared to December 31, 2024.

The decrease is attributed to:

• $145.3 million decrease in cash used for acquisitions of real estate;

• $9.7 million decrease in cash used for real estate development and capital improvements;

• $4.1 million increase in proceeds from the sale of real estate.

The Company has 23 active development, redevelopment or anchor repositioning projects with total estimated costs of $165.5 million, of which $79.9 million has been incurred and $85.6 million remains to be funded as of December 31, 2025.

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Financing Activities

Net cash provided by or used in financing activities is impacted by the timing and extent of issuances of debt and equity securities, distributions paid to common shareholders and unitholders of the Operating Partnership as well as principal and other payments associated with our outstanding indebtedness.

Net cash provided by financing activities of $0.2 million for the year ended December 31, 2023 decreased by $2.3 million to $2.1 million used in financing activities for the year ended December 31, 2024.

The decrease is primarily due to:

• $136.2 million decrease in proceeds from mortgage loan and credit facility borrowings, net of repayments;

Net cash used in financing activities is impacted by the timing and extent of issuances of debt and equity securities, distributions paid to common shareholders and unitholders of the Operating Partnership as well as principal and other payments associated with our outstanding indebtedness.

Net cash used in financing activities of $118.9 million for the year ended December 31, 2025 increased by $116.8 million as compared to December 31, 2024.

The increase is attributed to:

• $137.0 million decrease in proceeds from the issuance of common shares;

• $13.6 million increase in distributions to shareholders and unitholders of the Operating Partnership;

• $136.2 million increase in proceeds from the issuance of common shares;

• $4.4 million decrease in deferred financing fees paid in connection with financings and refinancings;

• $2.2 million increase in cash contributed by noncontrolling interests.

• $3.5 million decrease in cash contributed by noncontrolling interests;

• $36.1 million increase in proceeds from mortgage loan and credit facility borrowings, net of repayments;

• $1.2 million decrease in debt issuance costs driven by the financing and refinancing of multiple properties during 2024.

Financing activity for the year included:

• On November 21, 2024, the Company refinanced the mortgage secured by Brick Commons, with a new 7-year, $50 million mortgage loan bearing interest at a fixed rate of 5.20%.

The proceeds from the refinancing were used to pay off the previous mortgage loan on the property, which had an outstanding balance of $46.8 million;

• On October 29, 2024, the Company assumed a $60 million mortgage loan in connection with the acquisition of The Village at Waugh Chapel.

The mortgage bears interest at a fixed rate of 3.76% and has a remaining term of approximately 7 years;

• On September 13, 2024, the Company obtained a 10-year, $30 million mortgage loan secured by 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 Greenbrook Commons, located in Watchung, NJ.

The loan bears interest at a fixed rate of 6.03%;

• On June 27, 2024, the foreclosure process for Kingswood Center was completed and the corresponding $68.6 million mortgage loan secured by the property was forgiven, resulting in a $21.7 million gain on extinguishment of debt;

• On May 3, 2024, the Company obtained a 5-year, $50 million mortgage loan secured by Ledgewood Commons located in Roxbury Township, NJ.

The loan bears interest at a fixed rate of 6.03%;

• On March 28, 2024, the Company refinanced the mortgage secured by 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 refinancing were used to pay off the previous mortgage loan on the property, which had an outstanding balance of $22.7 million;

• On January 2, 2024, the Company repaid three variable rate mortgage loans aggregating $75.7 million with interest rates of 7.34% on the payoff date.

The loans were secured by Hudson Commons, Greenbrook Commons, and Gun Hill Commons and were due to mature in the fourth quarter of 2024;

• 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.

See Note 14 , Equity and Noncontrolling Interest in Part II, Item 8 of this Annual Report on Form 10-K for more information regarding the ATM Program.

• On December 10, 2025, the Company paid off the $23.3 million mortgage loan secured by its property, West End Commons, at maturity.

The mortgage had a fixed interest rate of 3.99% and was repaid using cash on hand.

• On October 27, 2025, the Company executed a modification of its $80.2 million mortgage loan secured by the Shops at Caguas.

The modification resulted in a reduced fixed interest rate of 6.15% and a new maturity date of January 2031, with a three-year extension option to January 2034.

Prior to modification the loan was bearing interest at a fixed rate of 6.6% and maturing in August 2033.

• On August 4, 2025, the Company obtained a 4-year, $123.6 million interest-only mortgage loan secured by its property, Shoppers World, located in Framingham, MA.

The loan bears interest at a rate of one-month SOFR plus 170 bps, of which the variable component is hedged with an interest rate swap agreement, fixing the rate at 5.12%.

• On June 26, 2025, the Company paid off the variable rate mortgage loan secured by the Plaza at Woodbridge which had an outstanding balance of $50.2 million and a maturity date of June 8, 2027.

The loan was repaid using proceeds from the Company’s line of credit.

Contractual Obligations

We have contractual obligations related to our mortgage loans and unsecured line of credit that are both fixed and variable.

Our variable rate loans bear interest at a floating rate based on SOFR plus an applicable margin ranging from 1.03% to 2.26%.

In connection with reference rate reform and the discontinuation of LIBOR, all of our LIBOR-indexed debt has been transitioned to SOFR effective July 2023.

The discontinuation of LIBOR did not have an impact on our ability to borrow or maintain already outstanding borrowings.

Further information on our mortgage loans can be found in Note 6 to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.

As of December 31, 2025, our only variable rate exposure was related to our line of credit, which had no outstanding balance, that bears interest at a floating rate based on SOFR plus an applicable margin of 1.03%.

Further information on our mortgage loans and unsecured line of credit can be found in Note 6 to the consolidated audited financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.

In addition, we have contractual obligations for certain properties that are subject to long-term ground and building leases where a third party owns and has leased the underlying land to us.

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Interest on variable rate debt is computed using rates in effect as of December 31, 2025.

See Note 6 to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for further information.

(2) See Note 8 to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for further information.

See Note 6 to the consolidated audited financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for further information.

(2) See Note 8 to the consolidated audited financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for further information.

Additional contractual obligations that have been excluded from this table are as follows:

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• Obligations related to employment contracts with certain executive officers, since all agreements are subject to cancellation by either the Company or the executive without cause upon notice;

• Recorded debt premiums or discounts that are not obligations.

We believe that cash flows from our current operations, cash on hand, our line of credit, the potential to refinance our loans and our general ability to access the capital markets will be sufficient to finance our operations and fund our obligations in both the short-term and long-term.

• Obligations related to letters of credit issued under our unsecured line of credit;

• Recorded debt premiums or discounts.

We believe that cash flows from our current operations, cash on hand, our unsecured line of credit, term loans, the potential to refinance our loans and our general ability to access the capital markets will be sufficient to finance our operations and fund our obligations in both the short-term and long-term.

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 7. Management’s Discussion and Analysis