What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-11 compared with 2025-02-12 · 268 added, 288 removed, 1254 unchanged (31% of the section changed)

36 unchanged sentences

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Real Estate Recoverability Assessment —Refer to Note 3 to the financial statements

Real Estate Recoverability Assessment —Refer to Notes 3 and 9 to the financial statements

Critical Audit Matter Description

1 unchanged sentence

The Company’s evaluation of the recoverability of real estate assets involves the comparison of the projected undiscounted future cash flows expected to be generated by each real estate asset over the Company’s estimated holding period to the respective carrying amount.

An impairment exists when the carrying amount of an asset exceeds the projected undiscounted future cash flows, taking into account the appropriate capitalization rate and future market rental rates in determining a future terminal value.

An impairment exists when the carrying amount of an asset exceeds the projected undiscounted cash flows and future terminal value.

Given that the Company’s estimated capitalization rate and future market rental rates used in the evaluation of impairment of real estate assets are significant assumptions made by management within the evaluation of impairment of real estate assets, performing audit procedures to evaluate the reasonableness of these estimates and assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the Company’s estimated capitalization rate and future market rental rates used in the evaluation of impairment of real estate assets included the following, among others:

• We tested the effectiveness of the Company’s internal controls over management’s evaluation of recoverability of real estate, including internal controls over management’s determination of the reasonableness of the applicable capitalization rate and future market rental rates.

• We inquired with management regarding their determination of the capitalization rate and future market rental rates and evaluated the consistency in determining the rates with evidence obtained in other areas of our audit.

• With the assistance of our fair value specialists, we evaluated the reasonableness of the Company’s estimated capitalization rate and future market rental rates by:

◦ Testing the source information underlying the determination of the capitalization rate and future market rental rates by evaluating the reasonableness of the capitalization rate and future market rental rates used by management with independent market data, focusing on key factors, including geographical location, tenant composition, and property type.

◦ Developing a range of independent estimates of capitalization rate and future market rental rates and comparing those to the capitalization rate and future market rental rates selected by management.

Our audit procedures related to the Company’s estimated capitalization rates and future market rental rates used in the evaluation of impairment of real estate assets included the following, among others:

• We inquired with management regarding their determination of the capitalization rates and future market rental rates and evaluated the consistency in determining the rates with evidence obtained in other areas of our audit.

• With the assistance of our fair value specialists, we evaluated the reasonableness of the Company’s estimated capitalization rates and future market rental rates by:

◦ Testing the source information underlying the determination of the capitalization rates and future market rental rates by evaluating the reasonableness of the capitalization rates and future market rental rates used by management with independent market data, focusing on key factors, including geographical location, tenant composition, and property type.

◦ Developing a range of independent estimates of capitalization rates and future market rental rates and comparing those to the capitalization rates and future market rental rates selected by management.

Acquisitions of Real Estate — Refer to Notes 3 and 4 to the financial statements

9 unchanged sentences

• We tested the effectiveness of controls over the purchase price allocation and the valuation methodology for estimating the fair value of assets acquired and liabilities assumed.

• For each acquisition, we obtained and evaluated the third-party purchase price allocation report, along with relevant supporting documentation, in order to corroborate our understanding of the substance of the acquisition obtained through inquiry with the Company’s management, as well as assess the completeness of the assets acquired and liabilities assumed as part of the acquisition.

• For the acquisition, we obtained and evaluated the third-party purchase price allocation report, along with relevant supporting documentation, in order to corroborate our understanding of the substance of the acquisition obtained through inquiry with the Company’s management, as well as assess the completeness of the assets acquired and liabilities assumed as part of the acquisition.

• With the assistance of our fair value specialists, we:

26 unchanged sentences

Real Estate Recoverability Assessment —Refer to Note 3 to the financial statements

Real Estate Recoverability Assessment —Refer to Notes 3 and 9 to the financial statements

Critical Audit Matter Description

1 unchanged sentence

The Operating Partnership’s evaluation of the recoverability of real estate assets involves the comparison of the projected undiscounted future cash flows expected to be generated by each real estate asset over the Operating Partnership’s estimated holding period to the respective carrying amount.

Given that the Operating Partnership’s estimated capitalization rate and future market rental rates used in the evaluation of impairment of real estate assets are significant assumptions made by management within the evaluation of impairment of real estate assets, performing audit procedures to evaluate the reasonableness of these estimates and assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

An impairment exists when the carrying amount of an asset exceeds the projected undiscounted cash flows and future terminal value.

Given that the Operating Partnership’s estimated capitalization rates and future market rental rates used in the evaluation of impairment of real estate assets are significant assumptions made by management within the evaluation of impairment of real estate assets, performing audit procedures to evaluate the reasonableness of these estimates and assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the Operating Partnership’s estimated capitalization rate and future market rental rates used in the evaluation of impairment of real estate assets included the following, among others:

• We tested the effectiveness of the Operating Partnership’s internal controls over management’s evaluation of recoverability of real estate, including internal controls over management’s determination of the reasonableness of the applicable capitalization rate and future market rental rates.

• With the assistance of our fair value specialists, we evaluated the reasonableness of the Operating Partnership’s estimated capitalization rate and future market rental rates by:

Our audit procedures related to the Operating Partnership’s estimated capitalization rates and future market rental rates used in the evaluation of impairment of real estate assets included the following, among others:

• With the assistance of our fair value specialists, we evaluated the reasonableness of the Operating Partnership’s estimated capitalization rates and future market rental rates by:

Acquisitions of Real Estate — Refer to Notes 3 and 4 to the financial statements

9 unchanged sentences

• We tested the effectiveness of controls over the purchase price allocation and the valuation methodology for estimating the fair value of assets acquired and liabilities assumed.

• For each acquisition, we obtained and evaluated the third-party purchase price allocation report, along with relevant supporting documentation, in order to corroborate our understanding of the substance of the acquisition obtained through inquiry with the Operating Partnership’s management, as well as assess the completeness of the assets acquired and liabilities assumed as part of the acquisition.

• For the acquisition, we obtained and evaluated the third-party purchase price allocation report, along with relevant supporting documentation, in order to corroborate our understanding of the substance of the acquisition obtained through inquiry with the Operating Partnership’s management, as well as assess the completeness of the assets acquired and liabilities assumed as part of the acquisition.

• With the assistance of our fair value specialists, we:

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Additional paid-in capital 1,163,939 1,149,981

Accumulated other comprehensive income 177 460

Accumulated other comprehensive (loss) income ( 703 ) 177

Accumulated earnings 124,566 126,670

19 unchanged sentences

Lease expense 13,168 13,169 12,634

Other expense 349 — —

Total expenses 345,521 348,459 326,190

2 unchanged sentences

Interest and debt expense ( 78,232 ) ( 81,587 ) ( 74,945 )

Gain on extinguishment of debt 21,423 41,144 —

(Loss) gain on extinguishment of debt ( 534 ) 21,423 41,144

Income before income taxes 100,111 77,828 277,676

14 unchanged sentences

Comprehensive income 96,582 75,141 259,697

comprehensive loss (income) attributable to NCI in:

comprehensive loss attributable to NCI in:

Operating partnership 48 18 10

14 unchanged sentences

Net income (loss) attributable to noncontrolling interests — — — — — 11,899 ( 520 ) 11,379

Other comprehensive income — — — 629 — 27 — 656

Other comprehensive loss — — — ( 169 ) — ( 10 ) — ( 179 )

Limited partnership interests:

1 unchanged sentence

Reallocation of noncontrolling interests — — ( 1,137 ) — — ( 8 ) — ( 1,145 )

Common shares issued 60,193 — 466 — ( 84 ) — — 382

Common shares issued, net 139,342 1 459 — ( 88 ) — — 372

Dividends to common shareholders ($ 0.64 per share)

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Reallocation of noncontrolling interests — — ( 2,255 ) — — ( 3,629 ) — ( 5,884 )

Common shares issued 139,342 1 459 — ( 88 ) — — 372

Common shares issued, net 7,507,562 75 136,572 — ( 91 ) — — 136,556

Dividends to common shareholders ($ 0.68 per share)

3 unchanged sentences

Contributions from noncontrolling interests — — — — — — 4,290 4,290

Issuance of LTIP units — — — — — 1,389 — 1,389

Share-based compensation expense — — 978 — — 9,453 — 10,431

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Reallocation of noncontrolling interests — — 6,236 — — ( 15,169 ) — ( 8,933 )

Common shares issued 7,507,562 75 136,572 — ( 91 ) — — 136,556

Common shares issued, net 31,347 — 5,148 — ( 97 ) — — 5,051

Dividends to common shareholders ($ 0.76 per share)

3 unchanged sentences

Contributions from noncontrolling interests — — — — — — 716 716

Issuance of accrued LTIP units — — — — — 1,389 — 1,389

Issuance of LTIP units — — ( 2,225 ) — — 3,948 — 1,723

Share-based compensation expense — — 609 — — 11,214 — 11,823

13 unchanged sentences

Amortization of above and below market leases, net ( 15,061 ) ( 10,136 ) ( 11,602 )

Amortization of lease incentives 387 467 422

Noncash lease expense 6,575 7,333 6,590

2 unchanged sentences

Real estate impairment loss — — 34,055

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

Loss (gain) on extinguishment of debt 534 ( 21,423 ) ( 41,144 )

Amortization of deferred financing costs and premiums/discounts on debt obligations 5,692 4,031 2,937

Change in operating assets and liabilities:

18 unchanged sentences

Debt issuance costs ( 2,847 ) ( 4,070 ) ( 8,466 )

Purchase of interest rate cap — — ( 285 )

Proceeds related to the issuance of common shares, net ( 419 ) 136,556 372

12 unchanged sentences

NON-CASH INVESTING AND FINANCING ACTIVITIES

Mortgage debt modification 80,248 — —

Write-off of fully depreciated and impaired assets 41,368 17,223 41,954

Accrued capital expenditures included in accounts payable and accrued expenses 23,666 16,133 21,628

Issuance of LTIP units 5,470 — —

Assumption of debt through acquisition of real estate, net of debt mark-to-market — 54,946 —

Assignment of debt through disposition of real estate — 44,483 —

Accrued capital expenditures included in accounts payable and accrued expenses 16,133 21,628 34,673

Write-off of fully depreciated and impaired assets 17,223 41,954 8,733

Mortgage debt forgiven

50 unchanged sentences

63,925 59,466

Accumulated other comprehensive income 177 460

Accumulated other comprehensive (loss) income ( 703 ) 177

Accumulated earnings 129,781 132,273

18 unchanged sentences

Lease expense 13,168 13,169 12,634

Other expense 349 — —

Total expenses 345,521 348,459 326,190

2 unchanged sentences

Interest and debt expense ( 78,232 ) ( 81,587 ) ( 74,945 )

Gain on extinguishment of debt 21,423 41,144 —

(Loss) gain on extinguishment of debt ( 534 ) 21,423 41,144

Income before income taxes 100,111 77,828 277,676

24 unchanged sentences

Net loss attributable to noncontrolling interests — — — — — — ( 520 ) ( 520 )

Other comprehensive income — — — — 629 27 — 656

Other comprehensive loss — — — — ( 169 ) ( 10 ) — ( 179 )

Common units issued as a result of common shares issued by Urban Edge 139,342 460 1,016,223 — — ( 88 ) — 372

16 unchanged sentences

Contributions from noncontrolling interests — — — — — — 4,290 4,290

Issuance of LTIP units — — — 1,389 — — — 1,389

Share-based compensation expense — 978 — 9,453 — — — 10,431

10 unchanged sentences

Contributions from noncontrolling interests — — — — — — 716 716

Issuance of accrued LTIP units — — — 1,389 — — — 1,389

Issuance of LTIP units — ( 2,225 ) — 3,948 — — — 1,723

Share-based compensation expense — 609 — 11,214 — — — 11,823

14 unchanged sentences

Amortization of above and below market leases, net ( 15,061 ) ( 10,136 ) ( 11,602 )

Amortization of lease incentives 387 467 422

Noncash lease expense 6,575 7,333 6,590

2 unchanged sentences

Real estate impairment loss — — 34,055

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

Loss (gain) on extinguishment of debt 534 ( 21,423 ) ( 41,144 )

Amortization of deferred financing costs and premiums/discounts on debt obligations 5,692 4,031 2,937

Change in operating assets and liabilities:

17 unchanged sentences

Debt issuance costs ( 2,847 ) ( 4,070 ) ( 8,466 )

Purchase of interest rate cap — — ( 285 )

Proceeds related to the issuance of common shares, net ( 419 ) 136,556 372

12 unchanged sentences

NON-CASH INVESTING AND FINANCING ACTIVITIES

Mortgage debt modification

Write-off of fully depreciated and impaired assets 41,368 17,223 41,954

Accrued capital expenditures included in accounts payable and accrued expenses 23,666 16,133 21,628

Issuance of LTIP units 5,470 — —

Assumption of debt through acquisition of real estate, net of debt mark-to-market — 54,946 —

Assignment of debt through disposition of real estate — 44,483 —

Accrued capital expenditures included in accounts payable and accrued expenses 16,133 21,628 34,673

Write-off of fully depreciated and impaired assets 17,223 41,954 8,733

Mortgage debt forgiven

36 unchanged sentences

We aggregate all of our properties into a single reportable segment due to their similarities with regard to the nature and economics of the properties, tenants and operations, as well as long-term average financial performance.

See Note 17 to the consolidated financial statements for further information regarding Segment Reporting.

See Note 17 to the consolidated audited financial statements for further information regarding reportable segments.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

46 unchanged sentences

Lease incentives are capitalized and amortized over the term of the related leases as a reduction to rental revenue on the consolidated statements of income and comprehensive income.

Deferred Financing Costs — Deferred financing costs and debt issuance costs include fees associated with the issuance of our mortgage loans and our $ 800 million revolving credit agreement with certain financial institutions (as amended, the “Revolving Credit Agreement”).

Deferred Financing Costs — Deferred financing costs and debt issuance costs include fees associated with the issuance of our mortgage loans and our credit agreement for an unsecured line of credit with certain financial institutions.

Such fees are amortized on a straight-line basis over the terms of the related agreements as a component of interest expense, which approximates the effective interest rate method, in accordance with the terms of the agreement.

Deferred financing costs associated with the revolving credit agreement are included in prepaid expenses and other assets on the consolidated balance sheets.

Deferred financing costs associated with the unsecured line of credit are included in prepaid expenses and other assets on the consolidated balance sheets.

Deferred financing costs associated with our mortgage loans are included in Mortgages payable, net on the consolidated balance sheets.

1 unchanged sentence

• Rental revenue:

Rental revenue comprises revenue from fixed and variable lease payments, as designated within tenant operating leases in accordance with ASC 842 Leases, as described further in our Leases accounting policy in Note 3 to the audited consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.

Rental revenue comprises revenue from fixed and variable lease payments, as designated within tenant operating leases in accordance with ASC 842 Leases, as described further in our Leases accounting policy in Note 3 to the consolidated audited financial statements in Part II, Item 8 of this Annual Report on Form 10-K.

• Rental revenue deemed uncollectible:

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These properties are leased or subleased to us pursuant to ground leases, building leases or easements, with remaining terms ranging from one to 74 years and provide us the right to operate each such property.

We also lease or sublease real estate for our two corporate offices with remaining terms ranging between less than one year and four years .

(“ROU”) assets are recorded for these leases, which represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from these leases.

We also lease real estate for one of our corporate offices with a remaining term of three years .

Right-of-use (“ROU”) assets are recorded for these leases, which represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease

payments arising from these leases.

ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term.

28 unchanged sentences

Share-Based Compensation — We grant stock options, LTIP units, OP units, deferred share units, restricted share awards and performance-based units to our officers, trustees and employees.

The term of each award is determined by the compensation committee of our Board of Trustees (the “Compensation Committee”), but in no event can such term be longer than ten years from the date of grant.

The term of each award is determined by the compensation

committee of our Board of Trustees (the “Compensation Committee”), but in no event can such term be longer than ten years from the date of grant.

The vesting schedule of each award is determined by the Compensation Committee, in its sole and absolute discretion, at the date of grant of the award.

9 unchanged sentences

When the Company issues common shares as compensation, it receives a like number of common units from the Operating Partnership.

Accordingly, the Company’s ownership in the Operating Partnership will increase based on the number of common shares awarded under our 2015 Omnibus Share Plan and 2024 Omnibus Share Plan.

Accordingly, the Company’s ownership in the Operating Partnership will increase based on the number of common shares awarded under our 2015 Omnibus Share Plan and 2024 Omnibus Share Plan (collectively the “Omnibus Share Plans”).

As a result of the issuance of common units to the Company for share-based compensation, the Operating Partnership accounts for share-based compensation in the same manner as the Company.

4 unchanged sentences

The Company is subject to certain foreign and state and local income taxes, in particular income taxes arising from its operating activities in Puerto Rico, which are included in income tax expense in the consolidated statements of income and comprehensive income.

In addition, the Company’s taxable REIT subsidiary (“TRS”) is subject to income tax at regular corporate rates.

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

Income taxes are accounted for under the asset and liability method.

15 unchanged sentences

Derivative Financial Instruments and Hedging — At times, the Company may use derivative financial instruments to manage and mitigate exposure to fluctuations in interest rates on our variable rate debt.

These derivatives are measured at fair value and

are recognized as assets or liabilities on the Company’s consolidated balance sheets, depending on the Company’s rights or obligations under the respective derivative contracts.

The accounting for changes in the fair value of a derivative varies based on eligibility and Company elections, including the intended use of the derivative, whether the Company has elected to designate the derivative in a hedging relationship and apply hedge accounting, and whether the hedge relationship has satisfied certain criteria to be deemed an effective hedge.

These derivatives are measured at fair value and are recognized as assets or liabilities on the Company’s consolidated balance sheets, depending on the Company’s rights or obligations under the respective derivative contracts.

The accounting for changes in the fair value of a derivative varies based

on eligibility and Company elections, including the intended use of the derivative, whether the Company has elected to designate the derivative in a hedging relationship and apply hedge accounting, and whether the hedge relationship has satisfied certain criteria to be deemed an effective hedge.

Effectiveness of the hedging relationship is assessed on a quarterly basis by a third party to determine if the relationship still meets the criteria to be considered an effective hedge.

6 unchanged sentences

Recently Issued Accounting Literature

In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (Subtopic 220-40):

In November 2024, the Financial Accounting Standards Board (“FASB”) issued 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 January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date, which provided clarification on the effective dates of the previously issued ASU.

The amendments in ASU 2024-03 are effective for all public business entities for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027.

The Company is evaluating the impact of this update and will adopt the amendments in its Annual Report on Form 10-K for the year ended December 31, 2027.

In December 2023, FASB issued ASU 2023-09 Income Tax (Topic 740):

1 unchanged sentence

The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2024.

The Company is evaluating the impact of this update and will adopt the amendments in its December 31, 2025 Annual Report on Form 10-K.

In November 2023, FASB issued ASU 2023-07 Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which provides for additional disclosures as they relate to a Company’s segments.

Additional requirements per the update include disclosures for significant segment expenses, measures of profit or loss used by the CODM and how these measures are used to allocate resources and assess segment performance.

The amendments in this ASU will also apply to entities with a single reportable segment and are effective for all public entities for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

The Company has evaluated the impact of this update on its disclosures and has applied the required amendments in this Annual Report on Form 10-K for the year ended December 31, 2025.

In August 2023, FASB issued ASU 2023-05 Business Combinations - Joint Venture Formation (Subtopic 805-60):

Recognition and Initial Measurement , which provides an update to the accounting treatment of joint ventures upon formation.

This update requires companies to measure assets and liabilities contributed to joint ventures at fair value at the time of formation and has an effective date of January 1, 2025.

The update is to be applied prospectively, with a retrospective option for previously formed joint ventures.

The Company has not elected retrospective application for its previously formed joint ventures and will adopt the provisions of this ASU for any future joint venture formations.

Recent SEC Reporting Updates

On March 6, 2024, the SEC issued its final ruling on The Enhancement and Standardization of Climate-Related Disclosures for Investors (Release No.

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.

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.

3 unchanged sentences

(in thousands)

October 23, 2025 Brighton Mills Allston MA 91,000 $ 39,158

2025 Total $ 39,158

October 29, 2024 The Village at Waugh Chapel Gambrills MD 382,000 $ 128,230

2 unchanged sentences

2024 Total $ 245,279

October 23, 2023 Shoppers World Framingham MA 752,000 $ 243,587

October 23, 2023 Gateway Center Everett MA 640,000 68,585

June 21, 2023 Sunrise Mall (Ground Lease) (2)

Massapequa NY — 2,071

2023 Total $ 314,243

(1) The total purchase price for the properties acquired in the years ended December 31, 2024 and December 31, 2023 include $ 4.8 million and $ 3.2 million of transaction costs incurred related to the transactions, respectively.

(2) Pertains to the buyout and termination of a ground lease for certain land parcels at our Sunrise Mall property in which the Company previously held a lessee position.

(1) The total purchase price for the properties acquired in the years ended December 31, 2025 and December 31, 2024 include $ 0.2 million and $ 4.8 million of transaction costs, respectively.

On October 23, 2025, the Company closed on the acquisition of Brighton Mills, located in Allston, MA, for a purchase price of $ 39.2 million, including transaction costs.

The center, aggregating 91,000 sf, is anchored by a grocer and is located less than one mile from Harvard Business School’s main campus.

This transaction was funded using proceeds from the sales of Kennedy Commons and MacDade Commons completed in the second quarter of 2025 and satisfies the Section 1031 Exchange requirements with those dispositions, allowing for the deferral of capital gains resulting from the sales for income tax purposes.

As of December 31, 2025, the Company is currently under contract to acquire a 92,000 sf shopping center, located in Bridgewater, NJ for a gross purchase price of $ 54.3 million.

On October 29, 2024, the Company closed on the acquisition of The Village at Waugh Chapel, located in Gambrills, MD, for a purchase price of $ 128.2 million, including transaction costs.

4 unchanged sentences

At the same time, the Company also entered into a reverse Section 1031 Exchange, which, for a maximum of 180 days, allows us to defer, for tax purposes, gains on the sale of other properties identified and sold within the period.

In addition to the VIEs mentioned in Note 3 , pursuant to the exchange agreements, the property, The Village at Waugh Chapel, is in possession of an Exchange Accommodation Titleholder (“EAT”) and is classified as a VIE until the earlier of the termination of the agreements or 180 days after the acquisition date.

The EAT is the legal owner of the property, however, we control the activities that most significantly impact the entity and retain all of the economic benefits and risks associated with it.

Therefore, since the title of the property will be transferred back to the Company and we have determined that we are the primary beneficiary of the VIE, we have consolidated the VIE and its operations as of the acquisition date.

The reverse Section 1031 Exchange was satisfied with the disposition of a portion of Bergen Town Center East that closed on April 25, 2025.

On April 5, 2024, the Company closed on the acquisition of Ledgewood Commons, located in Roxbury Township, NJ, for a purchase price of $ 83.2 million, including transaction costs.

The center, aggregating 448,000 sf, is anchored by a grocer and includes two pre-approved but undeveloped outparcels.

The center aggregates 448,000 sf and is anchored by a grocer.

The purchase was initially funded using cash on hand.

3 unchanged sentences

The acquisition was funded using cash on hand.

On October 23, 2023, the Company closed on the acquisition of two properties, Shoppers World and Gateway Center, for a purchase price of $ 312.2 million, including transaction costs.

The two centers comprise 1.4 million sf and are located in the

greater Boston area.

The acquisitions were partially funded using proceeds from the disposition of the East Hanover Warehouses portfolio in a forward Section 1031 exchange, with the balance being financed by drawing on the Company’s unsecured line of credit.

We entered into a reverse Section 1031 agreement with third-party intermediaries for the portion financed by the Company’s unsecured line of credit, which, for a maximum of 180 days, allows us to defer, for tax purposes, gains on the sale of other properties identified and sold within the period.

The reverse Section 1031 Exchange requirements were satisfied with the disposition of Freeport Commons on December 29, 2023 and the exchange agreements were terminated on January 2, 2024.

In connection with the acquisition of Sunrise Mall, located in Massapequa, NY, in December 2020, the Company acquired a lessee position in a ground lease with Arzillo Trust comprising two outparcels of approximately 2.25 acres.

On June 21, 2023, the Company purchased the underlying assets from Arzillo Trust for a purchase price of $ 2.1 million, including transaction costs, which was allocated to land.

As a result of this transaction, the existing ground lease was terminated and the remaining balance of the right-of-use asset of $ 1.0 million was reclassified to land.

The aggregate purchase price of the above property acquisitions have been allocated as follows:

(amount in thousands)

(amounts in thousands)

Property Name Land Buildings and Improvements Identified Intangible Assets (1)

2 unchanged sentences

Total Purchase Price

(in thousands)

Brighton Mills $ 26,267 $ 21,263 $ 5,841 $ ( 14,213 ) $ — $ 39,158

2025 Total $ 26,267 $ 21,263 $ 5,841 $ ( 14,213 ) $ — $ 39,158

The Village at Waugh Chapel $ 36,722 $ 91,207 $ 13,141 $ ( 17,894 ) $ 5,054 $ 128,230

2 unchanged sentences

2024 Total $ 68,378 $ 172,202 $ 33,041 $ ( 33,396 ) $ 5,054 $ 245,279

Shoppers World $ 42,861 $ 198,317 $ 41,374 $ ( 38,965 ) $ — $ 243,587

Gateway Center 57,546 36,473 25,724 ( 51,158 ) — 68,585

Sunrise Mall (Ground Lease) 2,071 — — — — 2,071

2023 Total $ 102,478 $ 234,790 $ 67,098 $ ( 90,123 ) $ — $ 314,243

(1) As of December 31, 2025, the remaining weighted average amortization periods of the identified intangible assets and identified intangible liabilities acquired in 2025 were 5.8 years and 15.1 years, respectively, and the remaining weighted average amortization periods of the identified intangible assets and identified intangible liabilities acquired in 2024 were 8.3 years and 16.9 years, respectively.

(2) Included in mortgages payable, net on the consolidated balance sheets.

During the year ended December 31, 2025, the Company disposed of two properties and one property parcel comprising 208,000 sf and received proceeds of $ 64.5 million, net of selling costs, resulting in a $ 49.7 million gain on sale of real estate.

The total gain on sale of real estate includes amounts related to properties disposed of in prior periods.

As of December 31, 2025, the Company is under contract to sell a parcel of its Sunrise Mall property, located in Massapequa, NY, for a price of $ 75.9 million.

The transaction is subject to certain closing conditions and regulatory approvals.

On June 23, 2025, the Company completed the sale of MacDade Commons, located in Glenolden, PA, for a gross sales price of $ 18.0 million and recognized a gain on sale of real estate of $ 16.1 million.

In connection with the sale, we entered into a forward Section 1031 Exchange agreement with third-party intermediaries which allows us to defer, for tax purposes, the gain on sale of the property until the earlier of the satisfaction of the Section 1031 Exchange requirements or 180 days after the date of disposition.

The Section 1031 requirements were satisfied with the acquisition of Brighton Mills which closed on October 23, 2025.

On June 9, 2025, the Company completed the sale of Kennedy Commons, located in North Bergen, NJ, for a gross sales price of $ 23.2 million and recognized a gain on sale of real estate of $ 20.4 million.

The Section 1031 requirements were satisfied with the acquisition of Brighton Mills which closed on October 23, 2025.

On April 25, 2025, the Company completed the sale of a parcel of its Bergen Town Center East property, located in Paramus, NJ, for a gross sales price of $ 25.0 million and recognized a gain on sale of real estate of $ 13.1 million.

The sale was structured as part of a reverse Section 1031 Exchange with the acquisition of The Village at Waugh Chapel which closed on October 29, 2024, allowing for the deferral of capital gains resulting from the sale for income tax purposes.

During the year ended December 31, 2024, the Company disposed of three properties comprising 454,000 sf and received proceeds of $ 59.9 million, net of selling costs, resulting in a $ 38.8 million gain on sale of real estate.

The total gain on sale of real estate includes amounts related to properties disposed of in prior periods.

On October 29, 2024, the Company sold a single-tenant property located in Union, NJ for a gross price of $ 71.0 million and recognized a gain on sale of real estate of $ 23.3 million.

2 unchanged sentences

On April 26, 2024, the Company completed the sale of its 127,000 sf industrial property located in Lodi, NJ for a gross price of $ 29.2 million and recognized a gain on sale of real estate of $ 13.1 million.

The sale was structured as part of a Section 1031 Exchange with the acquisition of Heritage Square which closed on February 8, 2024, allowing for the deferral of capital gains resulting from the sale for income tax purposes.

The sale was structured as part of a reverse Section 1031 Exchange with the acquisition of Heritage Square which closed on February 8, 2024, allowing for the deferral of capital gains resulting from the sale for income tax purposes.

On March 14, 2024, the Company completed the sale of its 95,000 sf property located in Hazlet, NJ for a gross price of $ 8.7 million and recognized a gain on sale of real estate of $ 1.5 million.

The total gain on sale of real estate of $ 38.8 million for the year ended December 31, 2024 includes amounts related to properties disposed of in prior periods.

During the year ended December 31, 2023, the Company disposed of two properties and one property parcel comprising 1.5 million sf for an aggregate gross sales price of $ 318 million.

In connection with the dispositions and the release of escrow funds related to properties that were disposed of in prior periods, the Company recognized a gain on sale of real estate of $ 217.7 million.

On December 29, 2023, the Company completed the sale of Freeport Commons, located in Freeport, NY, for a gross price of $ 78.5 million.

The $ 43.1 million mortgage loan secured by the property was repaid at closing using proceeds from the sale.

The sale of this property satisfied the remaining requirements of the Section 1031 Exchange agreement entered into with the acquisitions of Shoppers World and Gateway Center on October 23, 2023, allowing for the deferral of capital gains from the sale for income tax purposes.

On December 13, 2023, the Company sold a parcel of its Tonnelle Commons property located in North Bergen, NJ for a gross price of $ 22 million.

The parcel comprised approximately 75,000 sf and included a self-storage facility.

On October 20, 2023, the Company completed the sale of its East Hanover Warehouses portfolio for a gross price of $ 217.5 million.

The East Hanover Warehouses comprised seven buildings, totaling 1.2 million sf.

The proceeds from the disposition were used to pay off the $ 40.1 million loan secured by the property at closing and to partially fund the purchase of two properties, Shoppers World and Gateway Center, located in the greater Boston area.

In connection with the sale, we entered into a forward Section 1031 Exchange agreement with third-party intermediaries which allows us to defer, for tax purposes, the gain on sale of the property until the earlier of the termination of the agreement or 180 days after the date of the disposition.

The forward 1031 Exchange requirements were satisfied with the Boston acquisitions on October 23, 2023 and the Exchange agreement was terminated.

Real Estate Held for Sale

During the fourth quarter of 2024, the Company executed a contract with a third-party buyer to sell a portion of Bergen Town Center East, located in Paramus, NJ, for a gross purchase price of $ 25 million.

As of December 31, 2024, the portion of the property under contract met the criteria to be classified as held for sale and the aggregate carrying value of $ 10.3 million was reclassified and included in prepaid expenses and other assets on our consolidated balance sheets.

IDENTIFIED INTANGIBLE ASSETS AND LIABILITIES

6 unchanged sentences

Accumulated amortization ( 4,818 ) ( 3,357 )

Other intangible assets — 1,635

Accumulated amortization — ( 1,625 )

Identified intangible assets, net of accumulated amortization 87,591 109,827

18 unchanged sentences

Variable rate

Hudson Commons (1)

11/15/2024 — % $ — $ 26,930

Gun Hill Commons (1)

12/1/2024 — % — 23,696

Plaza at Woodbridge (1)

12 unchanged sentences

Rutherford Commons 1/6/2028 4.49 % 23,000 23,000

Kingswood Center (3)

2/6/2028 — % — 69,054

Hackensack Commons 3/1/2028 4.36 % 66,400 66,400

Marlton Commons 12/1/2028 3.86 % 35,295 36,024

Union (Vauxhall) (4)

12/10/2028 — % — 45,202

Yonkers Gateway Center 4/10/2029 6.30 % 50,000 50,000

4/10/2029 6.30 % 50,000 23,148

Ledgewood Commons 5/5/2029 6.03 % 50,000 50,000

1 unchanged sentence

Shops at Bruckner 7/1/2029 6.00 % 36,848 37,350

Greenbrook Commons (6)

Shoppers World (2)

8/15/2029 5.12 % 123,600 —

Greenbrook Commons 9/1/2029 6.03 % 31,000 31,000

Huntington Commons 12/5/2029 6.29 % 43,704 43,704

4 unchanged sentences

Garfield Commons 12/1/2030 4.14 % 38,134 38,886

Shops at Caguas (4)

1/31/2031 6.15 % 79,983 81,504

The Village at Waugh Chapel (5)

1 unchanged sentence

Brick Commons 12/10/2031 5.20 % 50,000 50,000

12/10/2031 5.20 % 50,000 47,683

Woodmore Towne Centre 1/6/2032 3.39 % 117,200 117,200

Newington Commons 7/1/2033 6.00 % 15,505 15,719

Shops at Caguas 8/1/2033 6.60 % 81,504 82,000

Briarcliff Commons 10/1/2034 5.47 % 30,000 30,000

5 unchanged sentences

Total mortgages payable, net of unamortized debt issuance costs $ 1,606,774 $ 1,569,753

(1) The Company paid off the loan prior to maturity on January 2, 2024.

(2) Bears interest at one month SOFR plus 226 bps.

The variable component of the debt is hedged with an interest rate cap agreement to limit SOFR to a maximum of 3 %, which expires July 1, 2025.

(3) On June 27, 2024, the property was foreclosed on and the lender took possession, discharging the Company of all assets and liabilities associated with it.

As a result, the Company recognized a $ 21.7 million gain on extinguishment of debt in the second quarter of 2024.

(4) On October 29, 2024, the Company sold the property and the outstanding $ 44.5 million mortgage was assumed by the buyer at closing.

(5) On March 28, 2024, the Company refinanced the mortgage on Yonkers Gateway Center with a new 5 -year, $ 50 million loan.

(6) The Company paid off the previous variable rate loan in January 2024.

On August 29, 2024, the Company obtained a new 5 -year, $ 31 million fixed rate loan.

(1) The Company paid off the loan prior to maturity on June 26, 2025.

(2) Bears interest at SOFR plus 170 bps.

The variable component of the debt is hedged with an interest rate swap agreement, fixing the rate at 5.12 %, which expires at the maturity of the loan.

(3) Bears interest at SOFR plus 257 bps.

The fixed and variable components of the debt are hedged with an interest rate swap agreement, fixing the rate at 3.15 %, which expires at the maturity of the loan.

(8) On October 29, 2024, the Company assumed the mortgage in connection with the acquisition of The Village at Waugh Chapel.

The mortgage payable balance includes a $ 4.9 million debt mark-to-market discount.

(9) On November 21, 2024, the Company refinanced the mortgage secured by Brick Commons with a new 7 -year, $ 50 million loan.

(10) Mortgage payable balance includes a $ 0.6 million debt mark-to-market discount.

(4) The loan was modified on October 27, 2025, reducing the interest rate from 6.60 % to 6.15 % and shortening the maturity date to January 31, 2031.

(5) The mortgage payable balance includes unamortized debt mark-to-market discount of $ 4.2 million.

(6) The mortgage payable balance includes unamortized debt mark-to-market discount of $ 0.5 million.

The net carrying amount of real estate collateralizing the above indebtedness amounted to approximately $ 1.6 billion as of December 31, 2025.

6 unchanged sentences

Thereafter 346,449

Revolving Credit Agreement

On January 15, 2015, we entered into a $ 500 million Revolving Credit Agreement with certain financial institutions.

On March 7, 2017, we amended and extended the Revolving Credit Agreement.

The amendment increased the credit facility size by $ 100 million to $ 600 million and extended the maturity date to March 7, 2021 with two six-month extension options.

On July 29, 2019, we entered into a second amendment to the Revolving Credit Agreement to extend the maturity date to January 29, 2024 with two six-month extension options.

On June 3, 2020, we entered into a third amendment to the Revolving Credit Agreement, which among other things, modifies certain definitions and the measurement period for certain financial covenants to a trailing four-quarter period instead of the most recent quarter period annualized.

On August 9, 2022, we restated and amended the Revolving Credit Agreement, in order to, among other things, increase the credit facility size by $ 200 million to $ 800 million and extend the maturity date to February 9, 2027, with two six-month extension options.

Borrowings under the Revolving Credit Agreement are subject to interest at SOFR plus 1.03 % to 1.50 % and an annual facility fee of 15 to 30 basis points.

Unsecured Line of Credit

On January 15, 2015, we entered into a $ 500 million credit agreement for an unsecured line of credit with certain financial institutions.

On March 7, 2017, we amended and extended the agreement which increased the credit facility size by $ 100 million to $ 600 million and extended the maturity date to March 7, 2021 with two six-month extension options.

On July 29, 2019, we entered into a second amendment to the agreement to extend the maturity date to January 29, 2024 with two six-month extension options.

On June 3, 2020, we entered into a third amendment to the credit agreement, which among other things, modified certain definitions and the measurement period for certain financial covenants to a trailing four-quarter period instead of the most recent quarter period annualized.

On August 9, 2022, we amended and restated the credit agreement, in order to, among other things, increase the facility size by $ 200 million to $ 800 million and extend the maturity date to February 9, 2027, with two six-month extension options.

Borrowings under the amended and restated unsecured line of credit are subject to interest at SOFR plus 1.03 % to 1.50 % and an annual facility fee of 15 to 30 basis points.

Both the spread over SOFR and the facility fee are based on our current leverage ratio and are subject to change.

The Revolving Credit Agreement contains customary financial covenants including a maximum leverage ratio of 60 % and a minimum fixed charge coverage ratio of 1.5 x.

The Company has obtained seven letters of credit issued under the Revolving Credit Agreement, aggregating $ 32.1 million.

The letters of credit that were issued were provided to mortgage lenders and other entities to secure the Company’s obligations in relation to certain reserves and capital requirements.

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

On October 25, 2024, the Company borrowed $ 65 million under its Revolving Credit Agreement and subsequently repaid $ 15 million of the balance.

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

Financing costs associated with executing the Revolving Credit Agreement of $ 3.4 million and $ 5.1 million as of December 31, 2024 and 2023, respectively, are included in the prepaid expenses and other assets line item of the consolidated balance sheets, as deferred financing costs, net.

The credit agreement contains customary financial covenants including a maximum leverage ratio of 60 % and a minimum fixed charge coverage ratio of 1.5 x.

The Company obtained seven letters of credit issued under the unsecured line of credit, aggregating $ 30.2 million.

The letters of credit were provided to mortgage lenders and other entities to secure the Company’s obligations in relation to certain reserves and capital requirements.

The letters of credit issued under the 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 which had an available remaining balance of $ 769.8 million under the facility, including undrawn letters of credit.

Financing costs associated with executing the credit agreement of $ 1.8 million and $ 3.4 million as of December 31, 2025 and 2024, respectively, are included in the prepaid expenses and other assets line item of the consolidated balance sheets, as deferred financing costs, net.

On January 22, 2026, the Company amended and restated its credit agreement for its 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.

Borrowings under the amended unsecured line of credit are subject to interest at SOFR plus 1.00 % with an annual facility fee of 0.15 % based on the Company's current leverage ratio as defined in the agreement.

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

On January 22, 2026, the Company executed agreements for two term loans aggregating $ 250 million.

The term loans are $ 125 million each consisting of a 5 -year maturity and a 7 -year maturity, both of which have a 12 -month delayed draw feature, with rates of SOFR plus 1.15 % and SOFR plus 1.50 %, respectively, and a ticking fee of 0.15 % for any amounts undrawn beginning 90 days after closing.

The 5 -year loan and 7 -year loan have maturity dates of June 30, 2031 and January 22, 2033, respectively.

Shops at Caguas Loan Modification

On October 27, 2025, the Company completed the 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 shortened 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.

Based on our analysis, the terms of the modification were considered substantially different from the original loan.

As such, this modification was accounted for as an extinguishment of debt, resulting in a $ 0.9 million loss on extinguishment of debt which is included in the consolidated statements of income and comprehensive income for the year ended December 31, 2025.

There were no material costs incurred to execute the modification.

Financing Activity

In connection with the acquisition of The Village at Waugh Chapel on October 29, 2024, the Company assumed a $ 60 million fixed rate mortgage secured by the property with an interest rate of 3.76 % and remaining term of approximately 7 years.

On September 13, 2024, the Company obtained a 10 -year, $ 30 million mortgage loan secured by its property Briarcliff Commons, located in Morris Plains, NJ.

The loan bears interest at a fixed rate of 5.47 %.

On August 29, 2024, the Company obtained a 5 -year, $ 31 million mortgage loan secured by its property Greenbrook Commons, located in Watchung, NJ.

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

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

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

Refinancing Activity

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

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

On March 28, 2024, the Company refinanced the mortgage secured by its property, Yonkers Gateway Center, with a new 5 -year, $ 50 million mortgage loan bearing interest at a fixed rate of 6.30 %.

The proceeds from the new loan were used to pay off the previous mortgage on the property which had an outstanding balance of $ 22.7 million.

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 %.

Mortgage Repayments

On January 2, 2024, the Company paid off three variable rate mortgage loans aggregating $ 75.7 million which were due to mature in the fourth quarter of 2024.

The loans were secured by Hudson Commons, Greenbrook Commons, and Gun Hill Commons, and had interest rates of 7.34 % on the payoff date.

As a result of the early payoff, the Company recognized a $ 0.3 million loss on extinguishment of debt.

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

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

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.

Mortgage on Kingswood Center

3 unchanged sentences

On June 27, 2024, the foreclosure process was completed and the lender took possession of the property, eliminating the $ 68.6 million mortgage liability secured by the property and resulting in a $ 21.7 million gain on extinguishment of debt.

During the first quarter of 2025, the Company recognized a $ 0.5 million gain on extinguishment of debt related to the return of escrow funds from the foreclosure.

Mortgage on The Outlets at Montehiedra

In connection with the refinancing of the loan secured by The Outlets at Montehiedra in the second quarter of 2020, the Company provided a $ 12.5 million limited corporate guarantee.

The guarantee is reduced commensurate with the loan amortization schedule and will reduce to zero in approximately 1.8 years.

The guarantee is reduced commensurate with the loan amortization schedule and will reduce to zero in less than one year .

As of December 31, 2025, the remaining exposure under the guarantee is $ 1.9 million.

5 unchanged sentences

In addition, the Company’s taxable REIT subsidiary (“TRS”) is subject to income tax at regular corporate rates.

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

The Company satisfied its REIT distribution requiremen t by distributing $ 0.76 , $ 0.68 and $ 0.64 per common share in 2025, 2024 and 2023, respectively.

The distributions comprised a regular quarterly cash dividend of $ 0.17 per common share declared for each quarter of 2024 and a regular quarterly cash dividend of $ 0.16 per common share declared for each quarter of 2023 and 2022.

The distributions comprised a regular quarterly cash dividend of $ 0.19 per common share declared for each quarter of 2025, a regular quarterly cash dividend of $ 0.17 per common share declared for each quarter of 2024, and a regular quarterly cash dividend of $ 0.16 per common share declared for each quarter of 2023.

The taxability of such dividends for the years ended December 31, 2025, 2024 and 2023 are as follows:

7 unchanged sentences

As such, the partners are required to report their share of taxable income on their respective tax returns.

However, the Company maintains certain non-real estate operating activities that could not be performed by the REIT, and occur through the Company’s TRS, which is subject to federal, state and local income taxes.

However, the Company maintains certain non-real estate operating activities that could not be performed by the REIT, and occur through the Company’s TRSs, which are subject to federal, state and local income taxes.

These income taxes are included in income tax expense in the consolidated statements of income and comprehensive income.

5 unchanged sentences

The deferred tax expense is attributable to a write-down of our Puerto Rico tax basis in the Shops at Caguas for a portion of the debt forgiven.

Refer to Note 6 to the consolidated financial statements included in Part II, Item 8 of the Annual Report on Form 10-K for the year ended December 31, 2023 for further information on the Shops at Caguas refinancing.

A reduction of the carrying amounts of deferred tax assets by a valuation allowance is required if, based on the evidence available, it is more likely than not (a likelihood of more than 50 percent) that some portion or all of the deferred tax assets will not be realized.

4 unchanged sentences

We account for uncertain tax positions in accordance with ASC 740 Income Taxes on the basis of a two-step process whereby (i) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority .

During the years ended December 31, 2024 and 2023, income before income taxes from the Company’s operating activities in the United States was $ 71.1 million and $ 226.4 million, respectively, and in Puerto Rico was $ 6.7 million and $ 51.2 million, respectively.

For the year ended December 31, 2024, the Puerto Rico income tax expense was $ 2.4 million, as compared to a Puerto Rico income tax expense of $ 18.5 million for the year ended December 31, 2023.

The decrease was driven by the gain previously noted on the mortgage refinancing at the Shops at Caguas in the third quarter of 2023.

Income taxes are accounted for under the asset and liability method.

Deferred income taxes are recognized for the tax effect of temporary differences between the financial reporting basis and the tax basis of taxable assets and liabilities and for the tax effect of carried forward tax attributes such as net operating losses and tax credits.

The components of income before income taxes were attributable to the following regions:

Year Ended December 31,

(Amounts in thousands) 2025 2024 2023

Domestic $ 94,231 $ 71,130 $ 226,440

Foreign 5,880 6,698 51,236

Total income before income taxes $ 100,111 $ 77,828 $ 277,676

Income tax expense for the years ended December 31, 2025, 2024 and 2023 consist of the following:

2 unchanged sentences

Income tax expense (benefit):

federal income tax $ — $ 4 $ 11

state and local income tax 19 ( 674 ) 10

Puerto Rico income tax 2,486 4,753 78

Federal $ 514 $ — $ 4

State 17 19 ( 674 )

Foreign ( 271 ) 2,486 4,753

Total current 260 2,505 4,083

federal income tax ( 1 ) — 1

Puerto Rico income tax ( 118 ) 13,717 2,803

Federal ( 89 ) ( 1 ) —

Foreign 2,430 ( 118 ) 13,717

Total deferred 2,341 ( 119 ) 13,717

Total income tax expense $ 2,601 $ 2,386 $ 17,800

Provision for income taxes differs from the amounts computed by applying the statutory federal income tax rate to consolidated net income before income taxes as follows:

The table below provides the updated requirements of ASU 2023-09 for 2025.

See Note 3 for additional details on the adoption of ASU 2023-09.

Provision for income taxes for the year ended December 31, 2025 differs from the amounts computed by applying the statutory federal income tax rate to consolidated net income before income taxes as follows:

December 31, 2025

(Amounts in thousands) Amount Rate

Provision for income taxes at U.S federal statutory rate $ 21,023 21.00 %

State and local income taxes, net of federal benefit (1)

Foreign tax effects (2)

Non-taxable or non-deductible items:

( 20,598 ) ( 20.58 ) %

Total tax provision and effective tax rate $ 2,601 2.60 %

(1) State taxes in New York made up the majority of the tax effect in this category.

(2) Puerto Rico tax credits.

(3) Non-taxed REIT income.

As previously disclosed for the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09, the provision for income taxes differs from the amounts computed by applying the statutory federal income tax rate to consolidated net income before income taxes as follows:

Year Ended December 31,

(Amounts in thousands) 2024 2023 2022

Federal provision at statutory tax rate (1)

U.S federal statutory rate 21.00 % 21.00 %

State and local income taxes, net of federal benefit 0.02 % ( 0.24 ) %

Foreign tax effects 3.04 % 6.65 %

Non-taxable or non-deductible items:

( 21.00 ) % ( 21.00 ) %

REIT income before income taxes not subject to federal tax provision ( 16,345 ) ( 58,308 ) ( 10,539 )

State and local income tax provision, net of federal benefit 18 ( 674 ) 10

Puerto Rico income tax provision 2,368 18,470 2,881

Total income tax expense $ 2,386 $ 17,800 $ 2,903

(1) Federal statutory tax rate of 21% for the years ended December 31, 2024, 2023 and 2022.

Effective income tax rate 3.06 % 6.41 %

(1) Non-taxed REIT income.

Below is a table summarizing the Company’s deferred tax assets and liabilities as of December 31, 2025 and 2024:

(Amounts in thousands) December 31, 2024 December 31, 2023

Balance at December 31,

(Amounts in thousands) 2025 2024

Deferred tax assets:

5 unchanged sentences

Tax credit carryforward (1)

Loss reserve discount 89 —

Total deferred tax assets 24,456 26,521

33 unchanged sentences

We also lease or sublease real estate for our two corporate offices with remaining terms ranging from less than one year to four years .

We also lease real estate for one of our corporate offices with a remaining term of three years .

The components of lease expense for the years ended December 31, 2025, 2024 and 2023 were as follows:

45 unchanged sentences

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

Financial assets and liabilities that are measured at fair value on our consolidated balance sheets consist of one interest rate cap and one interest rate swap.

We rely on third-party valuations that use market observable inputs, such as credit spreads, yield

curves and discount rates, to assess the fair value of these instruments.

Financial assets and liabilities that are measured at fair value on our consolidated balance sheets consist of two interest rate swaps as of December 31, 2025, and one interest rate cap and one interest rate swap as of December 31, 2024.

We rely on third-party valuations that use market observable inputs, such as credit spreads, yield curves and discount rates, to assess the fair value of these instruments.

In accordance with the fair value hierarchy established by ASC 820, these financial instruments have been classified as Level 2 as quoted market prices are not readily available for valuing the assets.

2 unchanged sentences

(Amounts in thousands) Level 1 Level 2 Level 3 Total

Interest rate cap and swap (1)

Interest rate swap (1)

$ — $ 877 $ — $ 877

Interest rate swap (2)

$ — $ ( 448 ) $ — $ ( 448 )

As of December 31, 2024

3 unchanged sentences

(1) Included in Prepaid expenses and other assets on the consolidated balance sheets.

(2) Included in Accounts payable, accrued expenses and other liabilities on the consolidated balance sheets.

Derivatives and Hedging

6 unchanged sentences

Hedged Instrument Fair Value Notional Amount Spread Interest Rate Effective Interest Rate Expiration

Plaza at Woodbridge interest rate cap $ 391 $ 50,905 SOFR + 2.26 %

Shoppers World interest rate swap $ ( 448 ) $ 123,600 SOFR + 1.70 %

5.36 % 5.12 % 8/15/2029

3 unchanged sentences

Hedged Instrument Fair Value Notional Amount Spread Interest Rate Effective Interest Rate Expiration

Plaza at Woodbridge interest rate cap $ 1,259 $ 52,278 SOFR + 2.26 %

7.49 % 5.26 % 7/1/2025

Montclair interest rate swap $ 1,251 $ 7,250 SOFR + 2.57 %

7.10 % 3.15 % 8/15/2030

Plaza at Woodbridge interest rate cap 391 50,905 SOFR + 2.26 %

6.70 % 5.26 % 7/1/2025

The table below summarizes the effect of our derivative instruments on our consolidated statements of income and comprehensive income for the years ended December 31, 2025, 2024 and 2023:

Unrealized Gain Recognized in OCI on Derivatives

(Amounts in thousands) Years ended December 31,

(Amounts in thousands) Unrealized Gain Recognized in OCI on Derivatives

Years ended December 31,

Hedged Instrument 2025 2024 2023

Plaza at Woodbridge interest rate cap $ ( 296 ) $ 32

Shoppers World interest rate swap $ ( 448 ) $ — $ —

Montclair interest rate swap ( 375 ) ( 5 ) ( 211 )

Plaza at Woodbridge interest rate cap ( 105 ) ( 296 ) 32

Total $ ( 928 ) $ ( 301 ) $ ( 179 )

4 unchanged sentences

Cash and cash equivalents are carried at cost, which approximates fair value.

borrowers with similar credit ratings for the remaining term of such debt, which is provided by a third-party specialist.

The fair value of mortgages payable and borrowings under the line of credit are calculated based on current market prices and discounted cash flows at the current rate at which similar loans would be made to borrowers with similar credit ratings for the remaining term of such debt, which is provided by a third-party specialist.

The fair value of cash and cash equivalents is classified as Level 1 and the fair value of mortgages payable and borrowings under the line of credit are classified as Level 3.

9 unchanged sentences

Such events and changes include macroeconomic conditions, operating performance, and environmental and regulatory changes, which may result in property operational disruption and could indicate that the carrying amount may not be recoverable.

There were no impairment charges recognized during the year ended December 31, 2024.

There were no impairment charges recognized during the years ended December 31, 2025 or 2024.

During the first quarter of 2023, the Company recognized an impairment charge of $ 34.1 million on our property, Kingswood Center.

The property, an office and retail center comprising 129,000 sf, was acquired in February 2020 and is located in Brooklyn, NY.

The property, an office and retail center comprising 129,000 sf, was acquired in February 2020 and is located in

Brooklyn, NY.

In March of 2023, an office tenant representing 50,000 sf informed us that they intended to vacate in 2024, and a tenant representing 17,000 sf terminated their lease early effective April 17, 2023.

10 unchanged sentences

While we are unable to predict with certainty the outcome of any particular matter, management does not currently expect, when such matters are resolved, that our resulting exposure to loss contingencies, if any, will have a material adverse effect on our results of operations or consolidated financial position.

During the year ended December 31, 2025, the Company settled a litigation matter in which we were a named defendant regarding a property disposed of in 2019.

The settlement resulted in an agreed payment of approximately $ 0.3 million, which is included within general and administrative expenses on the consolidated statements of income and comprehensive income for the year ended December 31, 2025.

During the fourth quarter of 2023, the Company settled an ongoing litigation matter pursuant to which it received a $ 10 million settlement payment related to unpaid rental income during the period of March 2020 through March 2021.

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We have identified future projects in our development pipeline, but we are under no obligation to execute and fund any of these projects and each of these projects is being further evaluated based on market conditions.

On January 1, 2025, the Company established SC Risk Solutions LLC (“the Captive”), a wholly-owned captive insurance company, which provides excess flood and general liability insurance for our properties.

The Captive establishes annual premiums based on projections derived from past loss experience, actuarial analysis of future projected claims and market rates.

The actuarial analysis is also used to assist in projecting funding requirements for losses.

The Company has issued a guaranty of performance and payment related to the general liability policy under the Captive.

All operating expenses incurred by the Captive, including estimated insurance losses, both reported and unreported, are included in property operating expenses on the consolidated statements of income and comprehensive income.

As of December 31, 2025, the Company has accrued estimated unpaid loss reserves of $ 3.9 million related to its insurance policies under the Captive which are included in accounts payable, accrued expenses and other liabilities on the consolidated balance sheets.

The Company maintains numerous insurance policies including for general liability, property, pollution, acts of terrorism, trustees’ and officers’, cyber, workers’ compensation and automobile-related liabilities.

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We monitor the operating performance and rent collections of all tenants in our shopping centers, especially those tenants in arrears or operating retail formats that are experiencing significant changes in competition, business practice, or store closings in other locations.

During the year ended December 31, 2024, the Company had ten tenants file for Chapter 11 bankruptcy protection:

Party City, TGI Fridays, Vitamin Shoppe, Big Lots, Red Lobster, Lumber Liquidators, Blink Fitness, Express, Sam Ash Music, and Sticky’s Finger Joint.

We have four leases with Vitamin Shoppe, three leases with each of Party City and Big Lots, two leases with each of Red Lobster and Lumber Liquidators, and one lease with each of TGI Fridays, Blink Fitness, Express, Sam Ash Music and Sticky’s Finger Joint that were impacted by the bankruptcy filings.

One of the Company’s leases with Lumber Liquidators and its sole leases with TGI Fridays, Sam Ash Music and Blink Fitness were rejected in the bankruptcy proceedings and the tenants vacated during 2024.

Red Lobster, Express and Sticky’s Finger Joint exited bankruptcy during the year and remain open and operating.

Effective January 2025, one of our leases with Big Lots was rejected and the tenant vacated the premise.

The ten remaining active leases total 117,000 sf and generate $ 3.1 million in annual rental revenue.

Given the recent bankruptcy filings, it is uncertain whether these stores will continue to operate, close permanently, or whether they will be sold to other operators as part of the bankruptcy proceedings.

On January 14, 2026, Saks Global filed for Chapter 11 bankruptcy protection.

The Company had two leases with them aggregating 59,100 sf that generated $ 1.9 million in annual rental revenue.

On January 31, 2026, one of the leases was rejected in the bankruptcy proceedings.

The remaining lease aggregates 32,000 sf and generates $ 1.1 million in annual rental revenue.

Given the recent bankruptcy filing, it is uncertain whether our remaining Saks store will continue to operate, close permanently, or will be sold to other operators as part of the bankruptcy proceedings.

Letters of Credit

As of December 31, 2024, the Company had seven letters of credit issued under our Revolving Credit Agreement aggregating $ 32.1 million.

As of December 31, 2025, the Company had seven letters of credit issued under our unsecured line of credit aggregating $ 30.2 million.

These letters were provided to mortgage lenders and other entities to secure the Company’s obligations in relation to certain reserves and capital requirements.

If a lender or other entity were to draw on a letter of credit, the Company would have the option to pay the capital commitment directly to the holder of the letter or to record the draw as a liability on its unsecured line of credit, bearing interest at SOFR plus an applicable margin per the Revolving Credit Agreement.

As of December 31, 2025, the letters remain undrawn and there is no separate liability recorded in connection with their issuance.

Lease Termination

On January 2, 2026, the Company entered into a termination agreement with a tenant to regain possession of a leased premise.

Under the terms of the agreement, the Company agreed to pay the tenant a termination fee totaling $ 25 million, payable in two equal installments of $ 12.5 million.

The first installment was paid on January 7, 2026.

The second installment of $ 12.5 million will become payable upon the fulfillment of certain conditions specified in the agreement and is expected to be paid in the second quarter of 2026, although actual timing may differ.

PREPAID EXPENSES AND OTHER ASSETS

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be “at the market” offerings, in privately negotiated transactions, which may include block trades, or as otherwise agreed with the sales agents.

The ATM Program replaces the Company’s previous at-the-market program established on June 7, 2021.

The ATM Program replaces the Company’s previous at-the-market program established on August 15, 2022.

The Equity Distribution Agreement provides that the Company may also enter into forward sale agreements pursuant to any Master Confirmation and related supplemental confirmations with the forward purchasers.

In connection with any forward sale agreement, a forward purchaser will, at the Company’s request, borrow from third parties, through its forward seller, and sell a number of shares equal to the amount provided in such agreement.

During the year ended December 31, 2024, the Company issued 7,097,124 common shares at a weighted average gross price of $ 18.71 per share under the ATM Program, generating cash proceeds of $ 131.1 million, net of commissions paid to distribution agents.

In addition, we incurred $ 1.7 million of offering expenses related to the issuance of these common shares.

No common shares were issued under the ATM Program in the years ended December 31, 2023 and 2022.

During the year ended December 31, 2025, the Company did not issue any common shares under the current or prior ATM Program, however, we incurred $ 0.9 million of offering expenses related to fees for potential issuance.

Actual future sales will depend on a variety of factors including, but not limited to, market conditions, the trading price of our common shares, and our capital needs.

The Company has no obligation to sell any shares under the ATM Program.

In addition, we incurred $ 1.7 million of offering expenses related to the issuance of these common shares.

No common shares were issued under the ATM Program in the year ended December 31, 2023.

Share Repurchase Program

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During the years ended December 31, 2025 and 2024, no shares were repurchased by the Company.

All share repurchases by the Company were completed between March and April of 2020, and aggregated 5.9 million common shares at a weighted average share price of $ 9.22 , for a total of $ 54.1 million.

As of December 31, 2025 there was approximately $ 145.9 million remaining for share repurchases under this program.

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This comprised regular quarterly dividends of $ 0.19 per common share and OP unit declared for each quarter in 2025.

During the years ended December 31, 2023 and 2022, the Company declared distributions on our common shares and OP units of $ 0.64 per share/unit.

This comprised regular quarterly dividends of $ 0.16 per common share and OP unit declared for each quarter in 2023 and 2022.

During the year ended December 31, 2024, the Company declared distributions on our common shares and OP units of $ 0.68 per share/unit.

This comprised regular quarterly dividends of $ 0.17 per common share and OP unit declared for each quarter in 2023.

During the year ended December 31, 2023, the Company declared distributions on our common shares and OP units of $ 0.64 per share/unit.

This comprised regular quarterly dividends of $ 0.16 per common share and OP unit declared for each quarter in 2023.

We have a Dividend Reinvestment Plan (the “DRIP”), whereby shareholders may use their dividends to purchase shares.

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Noncontrolling interests in the Operating Partnership reflected on the consolidated balance sheets of the Company are comprised of OP units and limited partnership interests in the Operating Partnership in the form of LTIP unit awards.

LTIP unit awards were granted to certain executives pursuant to our 2024 Omnibus Share Plan, 2015 Omnibus Share Plan and our 2018 Inducement Equity Plan.

LTIP unit awards were granted to certain executives pursuant to our 2024 Omnibus Share Plan and 2015 Omnibus Share Plan

(collectively the “Omnibus Share Plans”), as well as our 2018 Inducement Equity Plan.

OP units were issued to contributors in exchange for their property interests in connection with the Company’s property acquisitions in 2017.

The total of the OP units and LTIP units represent a 5.0 % weighted-average interest in the Operating Partnership for the year ended December 31, 2025.

Holders of outstanding vested LTIP units may, from and after two years from the date of issuance,

redeem their LTIP units for cash, or for the Company’s common shares on a one -for-one basis, solely at our election.

Holders of outstanding vested LTIP units may, from and after two years from the date of issuance, redeem their LTIP units for cash, or for the Company’s common shares on a one -for-one basis, solely at our election.

Holders of outstanding OP units may redeem their units for cash or the Company’s common shares on a one -for-one basis, solely at our election.

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On February 10, 2023, the Company established the 2023 Long-Term Incentive Plan (“2023 LTI Plan”) under the Omnibus Share Plans.

The plan is a multi-year, equity compensation program under which participants, including our Chairman and Chief Executive Officer, receive awards in the form of LTIP units that, with respect to one half of the program, vest based solely on the passage of time, and with respect to the other half of the program, are earned and vest if certain relative and absolute TSR and/or FFO growth targets are achieved by the Company over a three-year performance period.

With respect to the other half of the program, the awards are earned and vest if certain relative and absolute Total Shareholder Return (“TSR”) and/or Funds from Operations (“FFO”) and same-property net operating income (“SP NOI”) growth targets are achieved by the Company over a three-year performance period.

The total grant date fair value under the 2023 LTI Plan was $ 7.4 million, comprising both performance-based and time-based awards as described further below:

Performance-based awards

For the performance-based awards under the 2022 LTI Plan, participants have the opportunity to earn awards in the form of LTIP units if Urban Edge’s absolute and/or relative TSR meets certain criteria over the three-year performance measurement period (the “TSR Performance Period”) beginning on February 11, 2022 and ending on February 10, 2025.

Participants also have the opportunity to earn awards in the form of LTIP units if Urban Edge’s FFO growth component meets certain criteria over the three-year performance measurement period (the “FFO Performance Period”) beginning January 1, 2022 and ending on December 31, 2024.

For the performance-based awards under the 2023 LTI plan, participants have the opportunity to earn awards in the form of LTIP units if Urban Edge’s absolute and/or relative TSR meets certain criteria over the three-year performance measurement period beginning on February 10, 2023 and ending on February 9, 2026.

Participants also have the opportunity to earn awards in the form of LTIP units if Urban Edge’s FFO growth component and SP NOI growth component meets certain criteria and/or thresholds over the three-year performance measurement period beginning January 1, 2023 and ending on December 31, 2025.

If the Company’s performance-based awards are between such thresholds, earnings will be determined using linear interpolation.

The Company granted performance-based awards under the 2023 LTI Plan representing 309,611 units.

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Assumptions include historical volatility ( 53.3 %), risk-free interest rates ( 4.2 %), and historical daily return as compared to certain peer companies.

Under the absolute TSR component, 50 % of the LTIP units will be earned if the Company’s TSR over the TSR Performance Period is equal to 18 %, 100 % will be earned if the Company’s TSR over the TSR Performance Period is equal to 27 %, and 200 % will be earned if the Company’s TSR over the TSR Performance Period is equal to or greater than 36 %.

The relative TSR component is based on the Company’s performance compared to a peer group comprised of 13 companies.

Under the relative TSR Component, 50 % of the LTIP units will be earned if the Company’s TSR over the TSR Performance Period is equal to the 35 th percentile of the peer group, 100 % will be earned if the Company’s TSR over the TSR Performance Period is equal to the 55 th percentile, and 200 % will be earned if the Company’s TSR over the TSR Performance Period is equal to or above the 75 th percentile.

Under the FFO growth component, 50 % of the LTIP units will be earned if the Company’s FFO growth over the FFO Performance Period is equal to 3 %, 100 % will be earned if the Company’s FFO growth over the FFO Performance Period is equal to 5 %, and 200 % will be earned if the Company’s FFO growth over the FFO Performance Period is equal to or greater than 7 %.

If the Company’s performance-based awards are between such thresholds, earnings will be determined using linear interpolation.

During the year ended December 31, 2024, 2023 and 2022, respectively, we recognized $ 1.0 million, $ 0.8 million and $ 0.7 million of compensation expense related to the performance-based awards under the 2022 LTI Plan.

During the years ended December 31, 2025, 2024 and 2023, respectively, we recognized $ 1.4 million, $ 1.4 million and $ 0.9 million of compensation expense related to the performance-based awards under the 2023 LTI Plan.

Time-based awards

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As of December 31, 2025, the Company granted time-based awards under the 2023 LTI Plan that represent 257,561 LTIP units with a grant date fair value of $ 3.7 million.

During the years ended December 31, 2024, 2023 and 2022, respectively, we recognized $ 0.7 million, $ 0.9 million and $ 1.5 million, respectively, of compensation expense related to the time-based awards under the 2022 LTI Plan.

During the years ended December 31, 2025, 2024 and 2023, respectively, we recognized $ 1.0 million, $ 1.0 million and $ 1.1 million of compensation expense related to the time-based awards under the 2023 LTI Plan.

2024 Long-Term Incentive Plan

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With respect to the other half of the program, the awards are earned and vest if certain relative and absolute TSR and/or FFO and same-property net operating income (“SP NOI”) growth targets are achieved by the Company over a three-year performance period.

With respect to the other half of the program, the awards are earned and vest if certain relative and absolute TSR and/or FFO and SP NOI growth targets are achieved by the Company over a three-year performance period.

The total grant date fair value under the 2024 LTI Plan was $ 7.5 million, comprising both performance-based and time-based awards as described further below:

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For the performance-based awards under the 2024 LTI plan, participants have the opportunity to earn awards in the form of LTIP units if Urban Edge’s absolute and/or relative TSR meets certain criteria over the three-year performance measurement period beginning on February 9, 2024 and ending on February 8, 2027.

Participants also have the opportunity to earn awards in the form of LTIP units if Urban Edge’s FFO growth component and SP NOI growth component meets certain criteria over the three-year performance measurement period beginning January 1, 2023 and ending on December 31, 2025.

If the Company’s performance-based awards are between such thresholds, earnings will be determined using linear interpolation.

The Company granted performance-based awards under the 2024 LTI Plan representing 295,892 units.

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Assumptions include historical volatility ( 29.9 %), risk-free interest rates ( 4.3 %), and historical daily return as compared to certain peer companies.

Under the absolute TSR component, 50 % of the LTIP units will be earned if the Company’s TSR over the TSR Performance Period is equal to 12 %, 100 % will be earned if the Company’s TSR over the TSR Performance Period is equal to 21 %, and 200 % will be earned if the Company’s TSR over the TSR Performance Period is equal to or greater than 30 %.

The relative TSR component is based on the Company’s performance compared to a peer group comprised of 11 companies.

Under the FFO growth component, 50 % of the LTIP units will be earned if the Company’s FFO growth over the FFO Performance Period is equal to 1 %, 100 % will be earned if the Company’s FFO growth over the FFO Performance Period is equal to 3.5 %, and 200 % will be earned if the Company’s FFO growth over the FFO Performance Period is equal to or greater than 6 %.

Under the SP NOI Performance component, 50 % of the LTIP units will be earned if the Company’s SP NOI Performance component is equal to the 35 th percentile of the peer group, 100 % will be earned if the Company’s SP NOI growth over the SP NOI Performance Period is equal to the 55 th percentile, and 200 % will be earned if the Company’s SP NOI growth over the SP NOI Performance Period is equal to or above the 75 th percentile.

If the Company’s performance-based awards are between such thresholds, earnings will be determined using linear interpolation.

During the years ended December 31, 2025 and 2024, respectively, we recognized $ 1.0 million and $ 0.9 million of compensation expense related to the performance-based awards under the 2024 LTI Plan.

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2025 Long-Term Incentive Plan

On February 9, 2024, the Company established the 2024 Long-Term Incentive Plan (“2024 LTI Plan”) under the Omnibus Share Plans.

solely on the passage of time.

On January 31, 2025, the Company established the 2025 Long-Term Incentive Plan (“2025 LTI Plan”) under the Omnibus Share Plans.

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Performance-based awards

For the performance-based awards under the 2025 LTI plan, participants have the opportunity to earn awards in the form of LTIP units if Urban Edge’s absolute and/or relative TSR meets certain criteria over the three-year performance measurement period beginning on January 31, 2025 and ending on January 30, 2028.

If the Company’s performance-based awards are between such thresholds, earnings will be determined using linear interpolation.

The Company granted performance-based awards under the 2025 LTI Plan representing 260,405 units.

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Assumptions include historical volatility ( 27.1 %), risk-free interest rates ( 4.4 %), and historical daily return as compared to certain peer companies.

The relative TSR component is based on the Company’s performance compared to a peer group comprised of 10 companies.

Under the relative FFO growth performance, 50 % of the LTIP units will be earned if the Company’s FFO growth over the Relative FFO Performance Period is equal to the 35 th percentile, 100 % will be earned if the Company’s FFO growth over the Relative FFO Performance Period is equal to the 55 th percentile, and 200 % will be earned if the Company’s FFO growth over the Relative FFO Performance Period is equal to or above the 75 th percentile.

If the Company’s performance-based awards are between such thresholds, earnings will be determined using linear interpolation.

During the year ended December 31, 2025, we recognized $ 0.9 million of compensation expense related to the performance-based awards under the 2025 LTI Plan.

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During the year ended December 31, 2025, we recognized $ 1.3 million of compensation expense related to the time-based awards under the 2025 LTI Plan.

Restricted stock awards

The restricted stock awards granted under the 2025 LTI Plan for participants other than our named executive officers vest ratably over three years .

As of December 31, 2025, the Company granted restricted stock awards under the 2025 LTI Plan that represent 36,602 restricted units with a grant date fair value of $ 0.7 million.

During the year ended December 31, 2025, we recognized $ 0.2 million of compensation expense related to the restricted stock awards under the 2025 LTI Plan.

2026 Long-Term Incentive Plan

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Other Long Term Incentive Plans

The Company has several long-term incentive plans that were previously established under the Omnibus Share Plans but remain active for the years presented in this Annual Report on Form 10-K, including the 2017 Outperformance Plan (“2017 OPP”), 2018 Long-Term Incentive Plan (“2018 LTI Plan”), 2019 Long-Term Incentive Plan (“2019 LTI Plan”), 2020 Long-Term Incentive Plan (“2020 LTI Plan”), and 2021 Long-Term Incentive Plan (“2021 LTI Plan”).

The plans are multi-year, equity compensation programs under which participants, including our Chairman and Chief Executive Officer, have the

opportunity to earn awards in the form of LTIP units that vest based on the passage of time and performance goals tied to our relative and absolute TSR during the performance period following their grant date.

The Company has several long-term incentive plans that were previously established under the Omnibus Share Plans but remain active for the years presented in this Annual Report on Form 10-K, including the 2019 Long-Term Incentive Plan (“2019 LTI Plan”), 2020 Long-Term Incentive Plan (“2020 LTI Plan”), 2021 Long-Term Incentive Plan (“2021 LTI Plan”), and 2022 Long-Term Incentive Plan (“2022 LTI Plan”).

The plans are multi-year, equity compensation programs under which participants, including our Chairman and Chief Executive Officer, have the opportunity to earn awards in the form of LTIP units that vest based on the passage of time and performance goals tied to our relative and absolute TSR during the performance period following their grant date.

The aggregate fair values of these plans on the date of their grants was $ 31.5 million.

In the years ending December 31, 2024, 2023, and 2022 we recognized $ 1.0 million, $ 2.3 million and $ 4.8 million, respectively, of compensation expense related to the 2017 OPP, 2018 LTI Plan, 2019 LTI Plan, 2020 LTI Plan, and 2021 LTI Plan.

As of December 31, 2024, there was $ 0.2 million of unrecognized compensation cost related to the 2020 LTI Plan.

In the years ending December 31, 2025, 2024, and 2023 we recognized $ 1.2 million, $ 2.7 million and $ 3.8 million, respectively, of compensation expense related to the 2019 LTI Plan, 2020 LTI Plan, 2021 LTI Plan, and 2022 LTI Plan.

As of December 31, 2025, there was less than $ 0.1 million of unrecognized compensation cost related to the 2021 LTI Plan.

2025 Equity Matching Award

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2024 Equity Matching Award

The Compensation Committee approved a Matching Award pursuant to which officers of the Company may elect to forgo all or a portion (in 25 % increments) of their 2023 cash bonuses, and instead, receive LTIP units with a grant date fair value equal to the cash forgone, that are matched on a one-for-one basis by the Company and all of which vest ratably over four years .

The Compensation Committee approved a Matching Award pursuant to which officers of the Company may elect to forgo all or a portion (in 25 % increments) of their 2024 cash bonuses, and instead, receive LTIP units with a grant date fair value equal to the cash forgone, 20 % of which are matched by the Company and all of which vest ratably over three years .

The program is designed to enhance retention and increase employee ownership in the Company to further align with shareholder interests.

On January 31, 2025, the Compensation Committee approved the grant of $ 6.7 million under the Matching Award, which reflects both the cash bonus forgone and the portion matched by the Company.

2023 Equity Matching Award

program is designed to enhance retention and increase employee ownership in the Company to further align with shareholder interests.

On February 9, 2024, the Compensation Committee approved the grant of $ 12.6 million under the Matching Award, which reflects both the cash bonus forgone and the portion matched by the Company.

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May 7, 2025 LTIP 46,152 $ 16.25

May 7, 2025 RSU 6,776 18.45

May 6, 2024 LTIP 40,025 14.99

May 6, 2024 DSU 8,528 14.07

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March 15, 2023 RSU 8,352 13.94

October 3, 2022 LTIP 15,566 10.97

September 1, 2022 LTIP 14,194 12.74

June 10, 2022 DSU 8,645 13.88

June 10, 2022 LTIP 51,498 13.99

Shares Under Option

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As of December 31, 2025 and 2024, the Company had 333,972 and 2,603,664 , respectively, of shares under options with a weighted average exercise price per share of $ 25.52 and $ 24.10 , respectively.

No options were granted or forfeited during the year ended December 31, 2024.

327,098 options were exercised during the year ended December 31, 2024 with a weighted average exercise price per share of $ 20.48 .

As of December 31, 2024, the remaining average contractual term of shares under options was 0.31 years.

2,269,692 options were forfeited during the year ended December 31, 2025 with a weighted average exercise price of $ 23.89 .

No options were exercised during the year ended December 31, 2025.

As of December 31, 2025, the remaining average contractual term of shares under options was less than one year.

There are 333,972 shares under options exercisable with a weighted average price per share of $ 25.52 with no intrinsic value as of December 31, 2025.

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During the years ended December 31, 2025, 2024 and 2023, there were 392,382 , 301,583 , and 20,000 restricted units converted to common shares, respectively.

There were no restricted units converted to common shares during the year ended December 31, 2022.

As of December 31, 2024 the remaining 1,379,717 units vest over a weighted average period of approximately six years .

As of December 31, 2025 the remaining 1,494,883 units vest over a weighted average period of approximately four years .

Share-Based Compensation Expense

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(1) LTIP expense includes the time-based portion of the 2025, 2024, 2023, 2022, and 2021 LTI Plans.

(2) Performance-based LTI expense includes the 2017 OPP plan and the performance-based portion of the 2024, 2023, 2022, 2021, 2020, and 2019 LTI Plans.

(2) Performance-based LTI expense includes the performance-based portion of the 2025, 2024, 2023, 2022, 2021, 2020 and 2019 LTI Plans.

As of December 31, 2025, we had a total of $ 15.5 million of unrecognized compensation expense related to unvested and restricted share-based payment arrangements including LTIP units, deferred share units, and restricted share awards which were granted under our Omnibus Share Plans.

This expense is expected to be recognized over a weighted average period of four years .

This expense is expected to be recognized over a weighted average period of three years .

EARNINGS PER SHARE AND UNIT

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In addition, as of December 31, 2025 there were 74,037 unvested restricted shares outstanding that potentially could become unrestricted common shares.

The computation of diluted EPS for the years ended December 31,

2024, 2023 and 2022 included 107,821 , 90,804 , and 59,459 weighted average unvested restricted shares outstanding, respectively, as their effect is dilutive.

The computation of diluted EPS for the years ended December 31, 2025, 2024 and 2023 included 78,977 , 107,821 , and 90,804 weighted average unvested restricted shares outstanding, respectively, as their effect is dilutive.

The effect of the redemption of OP and vested LTIP units is not reflected in the computation of basic earnings per share, as they are redeemable for common shares on a one -for-one basis.

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Impact of assumed conversions:

OP and LTIP units — 134 1,635

LTIP units 84 — 134

Net income available for common shareholders - dilutive $ 93,561 $ 72,498 $ 248,431

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Restricted share awards 79 108 91

Assumed conversion of OP and LTIP units — — 4,215

Assumed conversion of LTIP units 142 — —

Weighted average common shares outstanding - diluted 125,907 121,432 117,597

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Effect of dilutive securities issued by Urban Edge 221 108 91

Unvested LTIP units — — 207

Weighted average units outstanding - diluted 130,667 126,095 121,992

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General and administrative expense ( 39,975 ) ( 37,474 ) ( 37,070 )

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

(Loss) gain on extinguishment of debt ( 534 ) 21,423 41,144

Real estate impairment loss — — ( 34,055 )

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Gain on sale of real estate 49,695 38,818 217,708

Other (expense) income (1)

Other income and expenses (1)

1,058 270 10,045

Income before income taxes $ 100,111 $ 77,828 $ 277,676

(1) Includes intercompany eliminations, lease expense for our corporate offices and other income and expenses.

(1) Includes intercompany eliminations, lease termination income and other income and expenses related to our corporate activities, including the captive insurance program.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 8. Financial Statements and Supplementary Data