Urban Edge Properties 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES Page CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm for Urban Edge Properties (PCAOB ID No. 34 ) 41 Report of Independent Registered Public Accounting Firm for Urban Edge Properties LP (PCAOB ID No. 34 ) 44 Urban Edge Properties Consolidated Balance Sheets as of December 31, 2025 and 2024 47 Urban Edge Properties Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2025, 2024 and 2023 48 Urban Edge Properties Consolidated Statements of Changes in Equity for the years ended December 31, 2025, 2024 and 2023 49 Urban Edge Properties Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023 50 Urban Edge Properties LP Consolidated Balance Sheets as of December 31, 2025 and 2024 52 Urban Edge Properties LP Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2025, 2024 and 2023 53 Urban Edge Properties LP Consolidated Statements of Changes in Equity for the years ended December 31, 2025, 2024 and 2023 54 Urban Edge Properties LP Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023 55 Notes to Consolidated Financial Statements 57 CONSOLIDATED FINANCIAL STATEMENT SCHEDULES Schedule III – Real Estate and Accumulated Depreciation 97 40 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Trustees of Urban Edge Properties Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Urban Edge Properties and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of income and comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 11, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Real Estate Recoverability Assessment —Refer to Notes 3 and 9 to the financial statements Critical Audit Matter Description The Company’s real estate assets are individually evaluated for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company’s evaluation of the recoverability of real estate assets involves the comparison of the projected undiscounted future cash flows expected to be generated by each real estate asset over the Company’s estimated holding period to the respective carrying amount. An impairment exists when the carrying amount of an asset exceeds the projected undiscounted 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. 41 How the Critical Audit Matter Was Addressed in the Audit 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 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 rates and future market rental rates. • 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 Critical Audit Matter Description Upon the acquisition of real estate, the Company allocates the purchase price of the real estate acquired based on the relative fair value of the assets acquired and liabilities assumed at the date of acquisition. The Company assesses fair value based on estimated cash flow projections utilizing appropriate discount rates, capitalization rates, and market-based rental revenues and available market information. Based on these estimates, the Company allocates the purchase price to the applicable tangible and intangible assets and liabilities based on their relative fair value at date of acquisition. In allocating the purchase price to identified intangible assets and liabilities of an acquired property, the value of above-market, below-market, and in-place leases is estimated based on the present value of the difference between the contractual amounts, including fixed rate below-market renewal options, to be paid pursuant to the in-place leases and the estimate of the market lease rates and other lease provisions for comparable leases measured over a period equal to the estimated remaining term of the lease. The Company’s determination of an estimated fair value requires management to make significant estimates, including utilizing appropriate discount rates, capitalization rates, and market-based rental revenues. Given that the Company’s estimated discount rates, capitalization rates, and market-based rental revenues are significant assumptions made by management within the Company’s evaluation of fair value for the purchase price allocation of real estate acquired, performing audit procedures to evaluate the reasonableness of management’s estimated fair value required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the Company’s estimated discount rates, capitalization rates, and market-based rental revenues used in the evaluation of acquired real estate assets and liabilities included the following, among others: • We tested the effectiveness of controls over the purchase price allocation and the valuation methodology for estimating the fair value of assets acquired and liabilities assumed. • For 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: ◦ Evaluated the reasonableness of the valuation and allocation methodology and related inputs, including discount rates, capitalization rates, and market-based rental revenues. ◦ Tested the mathematical accuracy of the calculations and compared the key inputs used in the projections to external market sources. 42 ◦ Developed a range of independent estimates of discount rate, capitalization rate, and market-based rental revenues and compared those to the discount rate, capitalization rate, and future market rental rates selected by management. /s/ DELOITTE & TOUCHE LLP New York, New York February 11, 2026 We have served as the Company’s auditor since 2014. 43 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Partners of Urban Edge Properties LP and the Board of Trustees of Urban Edge Properties Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Urban Edge Properties LP and subsidiaries (the "Operating Partnership") as of December 31, 2025 and 2024, the related consolidated statements of income and comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Operating Partnership as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Operating Partnership's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 11, 2026, expressed an unqualified opinion on the Operating Partnership's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Operating Partnership's management. Our responsibility is to express an opinion on the Operating Partnership's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Real Estate Recoverability Assessment —Refer to Notes 3 and 9 to the financial statements Critical Audit Matter Description The Operating Partnership’s real estate assets are individually evaluated for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. The Operating Partnership’s evaluation of the recoverability of real estate assets involves the comparison of the projected undiscounted future cash flows expected to be generated by each real estate asset over the Operating Partnership’s estimated holding period to the respective carrying amount. An impairment exists when the carrying amount of an asset exceeds the projected undiscounted 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. 44 How the Critical Audit Matter Was Addressed in the Audit 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: • 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 rates and future market rental rates. • 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 Operating Partnership’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 Critical Audit Matter Description Upon the acquisition of real estate, the Operating Partnership allocates the purchase price of the real estate acquired based on the relative fair value of the assets acquired and liabilities assumed at the date of acquisition. The Operating Partnership assesses fair value based on estimated cash flow projections utilizing appropriate discount rates, capitalization rates, and market-based rental revenues and available market information. Based on these estimates, the Operating Partnership allocates the purchase price to the applicable tangible and intangible assets and liabilities based on their relative fair value at date of acquisition. In allocating the purchase price to identified intangible assets and liabilities of an acquired property, the value of above-market, below-market, and in-place leases is estimated based on the present value of the difference between the contractual amounts, including fixed rate below-market renewal options, to be paid pursuant to the in-place leases and the estimate of the market lease rates and other lease provisions for comparable leases measured over a period equal to the estimated remaining term of the lease. The Operating Partnership’s determination of an estimated fair value requires management to make significant estimates, including utilizing appropriate discount rates, capitalization rates, and market-based rental revenues. Given that the Operating Partnership’s estimated discount rates, capitalization rates, and market-based rental revenues are significant assumptions made by management within the Operating Partnership’s evaluation of fair value for the purchase price allocation of real estate acquired, performing audit procedures to evaluate the reasonableness of management’s estimated fair value required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the Operating Partnership’s estimated discount rates, capitalization rates, and market-based rental revenues used in the evaluation of acquired real estate assets and liabilities included the following, among others: • We tested the effectiveness of controls over the purchase price allocation and the valuation methodology for estimating the fair value of assets acquired and liabilities assumed. • For 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: ◦ Evaluated the reasonableness of the valuation and allocation methodology and related inputs, including discount rates, capitalization rates, and market-based rental revenues. ◦ Tested the mathematical accuracy of the calculations and compared the key inputs used in the projections to external market sources. 45 ◦ Developed a range of independent estimates of discount rate, capitalization rate, and market-based rental revenues and compared those to the discount rate, capitalization rate, and future market rental rates selected by management. /s/ DELOITTE & TOUCHE LLP New York, New York February 11, 2026 We have served as the Operating Partnership’s auditor since 2016. 46 URBAN EDGE PROPERTIES CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts) December 31, December 31, 2025 2024 ASSETS Real estate, at cost: Land $ 669,078 $ 660,198 Buildings and improvements 2,835,540 2,791,728 Construction in progress 327,413 289,057 Furniture, fixtures and equipment 13,059 11,296 Total 3,845,090 3,752,279 Accumulated depreciation and amortization ( 935,548 ) ( 886,886 ) Real estate, net 2,909,542 2,865,393 Operating lease right-of-use assets 58,917 65,491 Cash and cash equivalents 48,881 41,373 Restricted cash 29,984 49,267 Tenant and other receivables 26,658 20,672 Receivables arising from the straight-lining of rents 63,842 61,164 Identified intangible assets, net of accumulated amortization of $ 70,514 and $ 65,027 , respectively 87,591 109,827 Deferred leasing costs, net of accumulated amortization of $ 21,982 and $ 22,488 , respectively 31,220 27,799 Prepaid expenses and other assets 55,236 70,554 Total assets $ 3,311,871 $ 3,311,540 LIABILITIES AND EQUITY Liabilities: Mortgages payable, net $ 1,606,774 $ 1,569,753 Unsecured credit facility — 50,000 Operating lease liabilities 56,329 62,585 Accounts payable, accrued expenses and other liabilities 97,397 89,982 Identified intangible liabilities, net of accumulated amortization of $ 59,668 and $ 50,275 , respectively 174,899 177,496 Total liabilities 1,935,399 1,949,816 Commitments and contingencies ( Note 10 ) Shareholders’ equity: Common shares: $ 0.01 par value; 500,000,000 shares authorized and 125,912,647 and 125,450,684 shares issued and outstanding, respectively 1,257 1,253 Additional paid-in capital 1,163,939 1,149,981 Accumulated other comprehensive (loss) income ( 703 ) 177 Accumulated earnings 124,566 126,670 Noncontrolling interests: Operating partnership 69,140 65,069 Consolidated subsidiaries 18,273 18,574 Total equity 1,376,472 1,361,724 Total liabilities and equity $ 3,311,871 $ 3,311,540 See notes to consolidated financial statements. 47 URBAN EDGE PROPERTIES CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (In thousands, except per share amounts) Year Ended December 31, 2025 2024 2023 REVENUE Rental revenue $ 470,689 $ 444,465 $ 406,112 Other income 1,246 501 10,810 Total revenue 471,935 444,966 416,922 EXPENSES Depreciation and amortization 139,166 150,389 108,979 Real estate taxes 66,428 68,651 64,889 Property operating 86,435 78,776 68,563 General and administrative 39,975 37,474 37,070 Real estate impairment loss — — 34,055 Lease expense 13,168 13,169 12,634 Other expense 349 — — Total expenses 345,521 348,459 326,190 Gain on sale of real estate 49,695 38,818 217,708 Interest income 2,768 2,667 3,037 Interest and debt expense ( 78,232 ) ( 81,587 ) ( 74,945 ) (Loss) gain on extinguishment of debt ( 534 ) 21,423 41,144 Income before income taxes 100,111 77,828 277,676 Income tax expense ( 2,601 ) ( 2,386 ) ( 17,800 ) Net income 97,510 75,442 259,876 Less: net (income) loss attributable to NCI in: Operating partnership ( 4,992 ) ( 3,978 ) ( 11,899 ) Consolidated subsidiaries 1,017 1,099 520 Net income attributable to common shareholders $ 93,535 $ 72,563 $ 248,497 Earnings per common share - Basic: $ 0.74 $ 0.60 $ 2.11 Earnings per common share - Diluted: $ 0.74 $ 0.60 $ 2.11 Weighted average shares outstanding - Basic 125,686 121,324 117,506 Weighted average shares outstanding - Diluted 125,907 121,432 117,597 Net income $ 97,510 $ 75,442 $ 259,876 Effective portion of change in fair value of derivatives ( 928 ) ( 301 ) ( 179 ) Comprehensive income 96,582 75,141 259,697 Less: comprehensive loss attributable to NCI in: Operating partnership 48 18 10 Less: net (income) loss attributable to NCI in: Operating partnership ( 4,992 ) ( 3,978 ) ( 11,899 ) Consolidated subsidiaries 1,017 1,099 520 Comprehensive income attributable to common shareholders $ 92,655 $ 72,280 $ 248,328 See notes to consolidated financial statements. 48 URBAN EDGE PROPERTIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In thousands, except share and per share amounts) Common Shares Noncontrolling Interests (“NCI”) Shares Amount Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated (Deficit) Earnings Operating Partnership Consolidated Subsidiaries Total Equity Balance, January 1, 2023 117,450,951 $ 1,173 $ 1,011,293 $ 629 $ ( 36,104 ) $ 39,209 $ 13,906 $ 1,030,106 Net income attributable to common shareholders — — — — 248,497 — — 248,497 Net income (loss) attributable to noncontrolling interests — — — — — 11,899 ( 520 ) 11,379 Other comprehensive loss — — — ( 169 ) — ( 10 ) — ( 179 ) Limited partnership interests: Units redeemed for common shares 70,000 1 572 — — 572 — 1,145 Reallocation of noncontrolling interests — — ( 1,137 ) — — ( 8 ) — ( 1,145 ) Common shares issued, net 139,342 1 459 — ( 88 ) — — 372 Dividends to common shareholders ($ 0.64 per share) — — — — ( 75,192 ) — — ( 75,192 ) Distributions to redeemable NCI ($ 0.64 per unit) — — — — — ( 3,244 ) — ( 3,244 ) Contributions from noncontrolling interests — — — — — — 1,997 1,997 Share-based compensation expense — — 874 — — 6,937 — 7,811 Share-based awards retained for taxes ( 7,637 ) — ( 119 ) — — — — ( 119 ) Balance, December 31, 2023 117,652,656 $ 1,175 $ 1,011,942 $ 460 $ 137,113 $ 55,355 $ 15,383 $ 1,221,428 Net income attributable to common shareholders — — — — 72,563 — — 72,563 Net income (loss) attributable to noncontrolling interests — — — — — 3,978 ( 1,099 ) 2,879 Other comprehensive loss — — — ( 283 ) — ( 18 ) — ( 301 ) Limited partnership interests: Units redeemed for common shares 301,583 3 2,939 — — 2,942 — 5,884 Reallocation of noncontrolling interests — — ( 2,255 ) — — ( 3,629 ) — ( 5,884 ) Common shares issued, net 7,507,562 75 136,572 — ( 91 ) — — 136,556 Dividends to common shareholders ($ 0.68 per share) — — — — ( 82,915 ) — — ( 82,915 ) Distributions to redeemable NCI ($ 0.68 per unit) — — — — — ( 4,401 ) — ( 4,401 ) Contributions from noncontrolling interests — — — — — — 4,290 4,290 Issuance of LTIP units — — — — — 1,389 — 1,389 Share-based compensation expense — — 978 — — 9,453 — 10,431 Share-based awards retained for taxes ( 11,117 ) — ( 195 ) — — — — ( 195 ) Balance, December 31, 2024 125,450,684 $ 1,253 $ 1,149,981 $ 177 $ 126,670 $ 65,069 $ 18,574 $ 1,361,724 Net income attributable to common shareholders — — — — 93,535 — — 93,535 Net income (loss) attributable to noncontrolling interests — — — — — 4,992 ( 1,017 ) 3,975 Other comprehensive loss — — — ( 880 ) — ( 48 ) — ( 928 ) Limited partnership interests: — Units redeemed for common shares 442,382 4 4,463 — — 4,466 — 8,933 Reallocation of noncontrolling interests — — 6,236 — — ( 15,169 ) — ( 8,933 ) Common shares issued, net 31,347 — 5,148 — ( 97 ) — — 5,051 Dividends to common shareholders ($ 0.76 per share) — — — — ( 95,542 ) — — ( 95,542 ) Distributions to redeemable NCI ($ 0.76 per unit) — — — — — ( 5,332 ) — ( 5,332 ) Contributions from noncontrolling interests — — — — — — 716 716 Issuance of LTIP units — — ( 2,225 ) — — 3,948 — 1,723 Share-based compensation expense — — 609 — — 11,214 — 11,823 Share-based awards retained for taxes ( 11,766 ) — ( 273 ) — — — — ( 273 ) Balance, December 31, 2025 125,912,647 $ 1,257 $ 1,163,939 $ ( 703 ) $ 124,566 $ 69,140 $ 18,273 $ 1,376,472 See notes to consolidated financial statements. 49 URBAN EDGE PROPERTIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2025 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 97,510 $ 75,442 $ 259,876 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 139,452 150,958 109,831 Gain on sale of real estate ( 49,695 ) ( 38,818 ) ( 217,708 ) 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 Straight-lining of rent ( 2,779 ) ( 2,552 ) ( 3,687 ) Share-based compensation expense 11,823 10,431 7,811 Real estate impairment loss — — 34,055 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: Tenant and other receivables ( 5,986 ) ( 5,967 ) 2,811 Deferred leasing costs ( 8,292 ) ( 6,417 ) ( 8,481 ) Prepaid and other assets 1,776 349 12,387 Lease liabilities ( 6,256 ) ( 7,116 ) ( 6,330 ) Accounts payable, accrued expenses and other liabilities 7,039 ( 3,405 ) 15,247 Net cash provided by operating activities 182,719 153,177 163,015 CASH FLOWS FROM INVESTING ACTIVITIES Real estate development and capital improvements ( 100,921 ) ( 110,627 ) ( 115,724 ) Acquisitions of real estate ( 39,158 ) ( 184,467 ) ( 314,886 ) Proceeds from sale of real estate 64,474 60,397 312,908 Net cash used in investing activities ( 75,605 ) ( 234,697 ) ( 117,702 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from mortgage loan borrowings 123,600 211,000 469,704 Debt repayments ( 213,792 ) ( 387,353 ) ( 693,891 ) Borrowings under unsecured credit facility 75,000 125,000 309,000 Dividends paid to common shareholders ( 95,542 ) ( 82,915 ) ( 75,192 ) Distributions paid to redeemable noncontrolling interests ( 5,332 ) ( 4,401 ) ( 3,244 ) Taxes withheld for vested restricted shares ( 273 ) ( 195 ) ( 119 ) Debt issuance costs ( 2,847 ) ( 4,070 ) ( 8,466 ) Proceeds related to the issuance of common shares, net ( 419 ) 136,556 372 Contributions from noncontrolling interests 716 4,290 1,997 Net cash (used in) provided by financing activities ( 118,889 ) ( 2,088 ) 161 Net (decrease) increase in cash and cash equivalents and restricted cash ( 11,775 ) ( 83,608 ) 45,474 Cash and cash equivalents and restricted cash at beginning of year 90,640 174,248 128,774 Cash and cash equivalents and restricted cash at end of year $ 78,865 $ 90,640 $ 174,248 See notes to consolidated financial statements. 50 Year Ended December 31, 2025 2024 2023 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash payments for interest net of amounts capitalized of $ 12,356 , $ 10,553 and $ 11,209 , respectively $ 72,516 $ 80,711 $ 69,040 Cash payments for income taxes 866 9,858 52 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 — Mortgage debt forgiven — — 44,105 Transfer of assets held for sale included in prepaid expenses and other assets — 10,286 — Decrease in assets and liabilities in connection with foreclosure: Real estate, net — 47,518 — Mortgage debt, net — 68,613 — RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH Cash and cash equivalents at beginning of year $ 41,373 $ 101,123 $ 85,518 Restricted cash at beginning of year 49,267 73,125 43,256 Cash and cash equivalents and restricted cash at beginning of year $ 90,640 $ 174,248 $ 128,774 Cash and cash equivalents at end of year $ 48,881 $ 41,373 $ 101,123 Restricted cash at end of year 29,984 49,267 73,125 Cash and cash equivalents and restricted cash at end of year $ 78,865 $ 90,640 $ 174,248 See notes to consolidated financial statements. 51 URBAN EDGE PROPERTIES LP CONSOLIDATED BALANCE SHEETS (In thousands, except share and unit amounts) December 31, December 31, 2025 2024 ASSETS Real estate, at cost: Land $ 669,078 $ 660,198 Buildings and improvements 2,835,540 2,791,728 Construction in progress 327,413 289,057 Furniture, fixtures and equipment 13,059 11,296 Total 3,845,090 3,752,279 Accumulated depreciation and amortization ( 935,548 ) ( 886,886 ) Real estate, net 2,909,542 2,865,393 Operating lease right-of-use assets 58,917 65,491 Cash and cash equivalents 48,881 41,373 Restricted cash 29,984 49,267 Tenant and other receivables 26,658 20,672 Receivables arising from the straight-lining of rents 63,842 61,164 Identified intangible assets, net of accumulated amortization of $ 70,514 and $ 65,027 , respectively 87,591 109,827 Deferred leasing costs, net of accumulated amortization of $ 21,982 and $ 22,488 , respectively 31,220 27,799 Prepaid expenses and other assets 55,236 70,554 Total assets $ 3,311,871 $ 3,311,540 LIABILITIES AND EQUITY Liabilities: Mortgages payable, net $ 1,606,774 $ 1,569,753 Unsecured credit facility — 50,000 Operating lease liabilities 56,329 62,585 Accounts payable, accrued expenses and other liabilities 97,397 89,982 Identified intangible liabilities, net of accumulated amortization of $ 59,668 and $ 50,275 , respectively 174,899 177,496 Total liabilities 1,935,399 1,949,816 Commitments and contingencies ( Note 10 ) Equity: Partners’ capital: General partner: 125,912,647 and 125,450,684 units outstanding, respectively 1,165,196 1,151,234 Limited partners: 6,753,481 and 6,386,837 units outstanding, respectively 63,925 59,466 Accumulated other comprehensive (loss) income ( 703 ) 177 Accumulated earnings 129,781 132,273 Total partners’ capital 1,358,199 1,343,150 Noncontrolling interest in consolidated subsidiaries 18,273 18,574 Total equity 1,376,472 1,361,724 Total liabilities and equity $ 3,311,871 $ 3,311,540 See notes to consolidated financial statements. 52 URBAN EDGE PROPERTIES LP CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (In thousands, except per unit amounts) Year Ended December 31, 2025 2024 2023 REVENUE Rental revenue $ 470,689 $ 444,465 $ 406,112 Other income 1,246 501 10,810 Total revenue 471,935 444,966 416,922 EXPENSES Depreciation and amortization 139,166 150,389 108,979 Real estate taxes 66,428 68,651 64,889 Property operating 86,435 78,776 68,563 General and administrative 39,975 37,474 37,070 Real estate impairment loss — — 34,055 Lease expense 13,168 13,169 12,634 Other expense 349 — — Total expenses 345,521 348,459 326,190 Gain on sale of real estate 49,695 38,818 217,708 Interest income 2,768 2,667 3,037 Interest and debt expense ( 78,232 ) ( 81,587 ) ( 74,945 ) (Loss) gain on extinguishment of debt ( 534 ) 21,423 41,144 Income before income taxes 100,111 77,828 277,676 Income tax expense ( 2,601 ) ( 2,386 ) ( 17,800 ) Net income 97,510 75,442 259,876 Less: net loss attributable to NCI in consolidated subsidiaries 1,017 1,099 520 Net income attributable to unitholders $ 98,527 $ 76,541 $ 260,396 Earnings per unit - Basic: $ 0.75 $ 0.60 $ 2.13 Earnings per unit - Diluted: $ 0.74 $ 0.60 $ 2.13 Weighted average units outstanding - Basic 130,446 125,987 121,901 Weighted average units outstanding - Diluted 130,667 126,095 121,992 Net income $ 97,510 $ 75,442 $ 259,876 Effective portion of change in fair value of derivatives ( 928 ) ( 301 ) ( 179 ) Comprehensive income 96,582 75,141 259,697 Less: net loss attributable to NCI in consolidated subsidiaries 1,017 1,099 520 Comprehensive income attributable to unitholders $ 97,599 $ 76,240 $ 260,217 See notes to consolidated financial statements. 53 URBAN EDGE PROPERTIES LP CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In thousands, except unit and per unit amounts) Total Shares General Partner Total Units Limited Partners (1) Accumulated Other Comprehensive Income (Loss) Accumulated (Deficit) Earnings NCI in Consolidated Subsidiaries Total Equity Balance, January 1, 2023 117,450,951 $ 1,012,466 4,713,558 $ 41,810 $ 629 $ ( 38,705 ) $ 13,906 $ 1,030,106 Net income attributable to unitholders — — — — — 260,396 — 260,396 Net loss attributable to noncontrolling interests — — — — — — ( 520 ) ( 520 ) Other comprehensive loss — — — — ( 169 ) ( 10 ) — ( 179 ) Common units issued as a result of common shares issued by Urban Edge 139,342 460 1,016,223 — — ( 88 ) — 372 Equity redemption of OP Units 70,000 573 ( 70,000 ) 572 — — — 1,145 Reallocation of noncontrolling interests — ( 1,137 ) — ( 8 ) — — — ( 1,145 ) Distributions to Partners ($ 0.64 per unit) — — — — — ( 78,436 ) — ( 78,436 ) Contributions from noncontrolling interests — — — — — — 1,997 1,997 Share-based compensation expense — 874 — 6,937 — — — 7,811 Share-based awards retained for taxes ( 7,637 ) ( 119 ) — — — — — ( 119 ) Balance, December 31, 2023 117,652,656 $ 1,013,117 5,659,781 $ 49,311 $ 460 $ 143,157 $ 15,383 $ 1,221,428 Net income attributable to unitholders — — — — — 76,541 — 76,541 Net loss attributable to noncontrolling interests — — — — — — ( 1,099 ) ( 1,099 ) Other comprehensive loss — — — — ( 283 ) ( 18 ) — ( 301 ) Common units issued as a result of common shares issued by Urban Edge 7,507,562 136,647 1,028,639 — — ( 91 ) — 136,556 Equity redemption of OP Units 301,583 2,942 ( 301,583 ) 2,942 — — — 5,884 Reallocation of noncontrolling interests — ( 2,255 ) — ( 3,629 ) — — — ( 5,884 ) Distributions to Partners ($ 0.68 per unit) — — — — — ( 87,316 ) — ( 87,316 ) Contributions from noncontrolling interests — — — — — — 4,290 4,290 Issuance of LTIP units — — — 1,389 — — — 1,389 Share-based compensation expense — 978 — 9,453 — — — 10,431 Share-based awards retained for taxes ( 11,117 ) ( 195 ) — — — — — ( 195 ) Balance, December 31, 2024 125,450,684 $ 1,151,234 6,386,837 $ 59,466 $ 177 $ 132,273 $ 18,574 $ 1,361,724 Net income attributable to unitholders — — — — — 98,527 — 98,527 Net loss attributable to noncontrolling interests — — — — — — ( 1,017 ) ( 1,017 ) Other comprehensive loss — — — — ( 880 ) ( 48 ) — ( 928 ) Common units issued as a result of common shares issued by Urban Edge 31,347 5,148 718,990 — — ( 97 ) — 5,051 Equity redemption of OP units 442,382 4,467 ( 352,346 ) 4,466 — — — 8,933 Reallocation of noncontrolling interests — 6,236 — ( 15,169 ) — — — ( 8,933 ) Distributions to Partners ($ 0.76 per unit) — — — — — ( 100,874 ) — ( 100,874 ) Contributions from noncontrolling interests — — — — — — 716 716 Issuance of LTIP units — ( 2,225 ) — 3,948 — — — 1,723 Share-based compensation expense — 609 — 11,214 — — — 11,823 Share-based awards retained for taxes ( 11,766 ) ( 273 ) — — — — — ( 273 ) Balance, December 31, 2025 125,912,647 $ 1,165,196 6,753,481 $ 63,925 $ ( 703 ) $ 129,781 $ 18,273 $ 1,376,472 (1) Limited partners have a 5.1 % common limited partnership interest in the Operating Partnership as of December 31, 2025 in the form of units of interest in the Operating Partnership (“OP Units”) and Long-Term Incentive Plan (“LTIP”) units. See notes to consolidated financial statements. 54 URBAN EDGE PROPERTIES LP CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2025 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 97,510 $ 75,442 $ 259,876 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 139,452 150,958 109,831 Gain on sale of real estate ( 49,695 ) ( 38,818 ) ( 217,708 ) 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 Straight-lining of rent ( 2,779 ) ( 2,552 ) ( 3,687 ) Share-based compensation expense 11,823 10,431 7,811 Real estate impairment loss — — 34,055 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: Tenant and other receivables ( 5,986 ) ( 5,967 ) 2,811 Deferred leasing costs ( 8,292 ) ( 6,417 ) ( 8,481 ) Prepaid and other assets 1,776 349 12,387 Lease liabilities ( 6,256 ) ( 7,116 ) ( 6,330 ) Accounts payable, accrued expenses and other liabilities 7,039 ( 3,405 ) 15,247 Net cash provided by operating activities 182,719 153,177 163,015 CASH FLOWS FROM INVESTING ACTIVITIES Real estate development and capital improvements ( 100,921 ) ( 110,627 ) ( 115,724 ) Acquisitions of real estate ( 39,158 ) ( 184,467 ) ( 314,886 ) Proceeds from sale of real estate 64,474 60,397 312,908 Net cash used in investing activities ( 75,605 ) ( 234,697 ) ( 117,702 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from mortgage loan borrowings 123,600 211,000 469,704 Debt repayments ( 213,792 ) ( 387,353 ) ( 693,891 ) Borrowings under unsecured credit facility 75,000 125,000 309,000 Distributions paid to partners ( 100,874 ) ( 87,316 ) ( 78,436 ) Taxes withheld for vested restricted units ( 273 ) ( 195 ) ( 119 ) Debt issuance costs ( 2,847 ) ( 4,070 ) ( 8,466 ) Proceeds related to the issuance of common shares, net ( 419 ) 136,556 372 Contributions from noncontrolling interests 716 4,290 1,997 Net cash (used in) provided by financing activities ( 118,889 ) ( 2,088 ) 161 Net (decrease) increase in cash and cash equivalents and restricted cash ( 11,775 ) ( 83,608 ) 45,474 Cash and cash equivalents and restricted cash at beginning of year 90,640 174,248 128,774 Cash and cash equivalents and restricted cash at end of year $ 78,865 $ 90,640 $ 174,248 See notes to consolidated financial statements. 55 Year Ended December 31, 2025 2024 2023 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash payments for interest net of amounts capitalized of $ 12,356 , $ 10,553 and $ 11,209 , respectively $ 72,516 $ 80,711 $ 69,040 Cash payments for income taxes 866 9,858 52 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 — Mortgage debt forgiven — — 44,105 Transfer of assets held for sale included in prepaid expenses and other assets — 10,286 — Decrease in assets and liabilities in connection with foreclosure: Real estate, net — 47,518 — Mortgage debt, net — 68,613 — RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH Cash and cash equivalents at beginning of year $ 41,373 $ 101,123 $ 85,518 Restricted cash at beginning of year 49,267 73,125 43,256 Cash and cash equivalents and restricted cash at beginning of year $ 90,640 $ 174,248 $ 128,774 Cash and cash equivalents at end of year $ 48,881 $ 41,373 $ 101,123 Restricted cash at end of year 29,984 49,267 73,125 Cash and cash equivalents and restricted cash at end of year $ 78,865 $ 90,640 $ 174,248 See notes to consolidated financial statements. 56 URBAN EDGE PROPERTIES AND URBAN EDGE PROPERTIES LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. ORGANIZATION Urban Edge Properties (“UE”, “Urban Edge” or the “Company”) (NYSE: UE) is a Maryland real estate investment trust focused on owning, managing, acquiring, developing, and redeveloping retail real estate in urban communities, primarily in the Washington, D.C. to Boston corridor. Urban Edge Properties LP (“UELP” or the “Operating Partnership”) is a Delaware limited partnership formed to serve as UE’s majority-owned partnership subsidiary and to own, through affiliates, all of the Company’s real estate properties and other assets. Unless the context otherwise requires, references to “we”, “us” and “our” refer to Urban Edge Properties and UELP and their consolidated entities/subsidiaries. The Operating Partnership’s capital includes general and common limited partnership interests in the operating partnership (“OP Units”). As of December 31, 2025, Urban Edge owned approximately 94.9 % of the outstanding common OP Units with the remaining limited OP Units held by members of management, Urban Edge’s Board of Trustees and contributors of property interests acquired. Urban Edge serves as the sole general partner of the Operating Partnership. The third-party unitholders have limited rights over the Operating Partnership such that they do not have characteristics of a controlling financial interest. As such, the Operating Partnership is considered a variable interest entity (“VIE”), and the Company is the primary beneficiary which consolidates it. The Company’s only investment is the Operating Partnership. The VIE’s assets can be used for purposes other than the settlement of the VIE’s obligations and the Company’s partnership interest is considered a majority voting interest. As of December 31, 2025, our portfolio consisted of 69 shopping centers, two outlet centers and two malls totaling approximately 17.2 million sf, which is inclusive of a 95 % controlling interest in Walnut Creek, CA (Mt. Diablo), and an 82.5 % controlling interest in Sunrise Mall, in Massapequa, NY. 2. BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for annual financial information and with the instructions of Form 10-K. The consolidated financial statements as of and for the years ended December 31, 2025, 2024 and 2023 reflect the consolidation of the Company, the Operating Partnership, wholly-owned subsidiaries and those entities in which we have a controlling financial interest. All intercompany transactions have been eliminated in consolidation. In accordance with ASC 205 Presentation of Financial Statements , certain prior year balances have been reclassified in order to conform to the current period presentation. Our primary business is the ownership, management, acquisition, development, and redevelopment of retail shopping centers and malls. We do not distinguish our primary business or group our operations on a geographical basis for purposes of measuring performance and allocating resources. The Company’s Chief Operating Decision Maker (“CODM”) reviews operating and financial information at the individual operating segment. We aggregate all of our properties into a single reportable segment due to their similarities with regard to the nature and economics of the properties, tenants and operations, as well as long-term average financial performance. See Note 17 to the consolidated audited financial statements for further information regarding reportable segments. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The most critical accounting policies, which involve the use of estimates and assumptions as to future uncertainties and, therefore, may result in actual amounts that differ from estimates include acquisitions of real estate and valuation of real estate. Real Estate — Real estate is carried at cost, net of accumulated depreciation and amortization. Expenditures for ordinary maintenance and repairs are expensed to operations as they are incurred. Significant renovations that improve or extend the useful lives of assets are capitalized. As real estate is undergoing redevelopment activities, all property operating expenses directly associated with and attributable to the redevelopment, including interest, are capitalized to the extent the capitalized costs of the property do not exceed the estimated fair value of the property when completed. If the cost of the redeveloped property, including the net book value of the existing property, exceeds the estimated fair value of redeveloped property, the excess is charged to impairment expense. The capitalization period begins when redevelopment activities are under way and ends when the project is substantially complete and ready for its intended use. Depreciation is recognized on a straight-line basis over estimated useful lives which range from one to 40 years. 57 Real estate assets to be sold are reported at the lower of their carrying value or estimated fair value less costs to sell and are classified as real estate held for sale and included in prepaid expenses and other assets on the Company’s consolidated balance sheets. If the estimated fair value less costs to sell is less than the carrying value, the difference will be recorded as an impairment charge and included in real estate impairment loss on the consolidated statements of income and comprehensive income. Once a real estate asset is classified as held for sale, depreciation expense is no longer recorded. The Company classifies real estate assets as held for sale in the period in which all of the following conditions are met: (i) the Company commits to a plan and has the authority to sell the asset; (ii) the asset is available for sale in its current condition; (iii) the Company has initiated an active marketing plan to locate a buyer for the asset; (iv) the sale of the asset is both probable and expected to qualify for full sales recognition within a period of 12 months; (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (vi) the Company does not anticipate changes to its plan to sell the asset or that the plan will be withdrawn. Upon the acquisition of real estate, we assess the fair value of acquired assets (including land, buildings and improvements, identified intangibles, such as acquired above and below-market leases, acquired in-place leases and tenant relationships) and assumption of liabilities and we allocate the purchase price based on these assessments on a relative fair value basis. We assess fair value based on estimated cash flow projections utilizing appropriate discount and capitalization rates, and available market information, including market-based rental revenues. Estimates of future cash flows are based on a number of factors including historical operating results, known trends, and market/economic conditions. We record acquired intangible assets (including acquired above-market leases, acquired in-place leases and tenant relationships) and acquired intangible liabilities (including below-market leases) at their estimated fair value. We amortize identified intangibles that have finite lives over the period they are expected to contribute directly or indirectly to the future cash flows of the property or business acquired. Our properties and development projects are individually evaluated for impairment quarterly, and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Such events and changes include macroeconomic conditions, operating performance, and environmental and regulatory changes, which may result in property operational disruption and could indicate that the carrying amount may not be recoverable. An impairment exists when the carrying amount of an asset exceeds the aggregate projected future cash flows over the anticipated holding period on an undiscounted basis, taking into account the appropriate capitalization rate in determining a future terminal value. An impairment loss is measured based on the excess of the property’s carrying amount over its estimated fair value. Estimated fair value may be based on discounted future cash flows utilizing appropriate discount and capitalization rates, future market rental rates and, in addition to available market information, third-party appraisals, broker selling estimates or sale agreements under negotiation. Impairment assessments are based on our current plans, intended holding periods and available market information at the time the assessments are prepared. If our estimates of the projected future cash flows change based on uncertain market conditions, our evaluation of impairment losses may be different and such differences could be material to our consolidated financial statements. Cash and Cash Equivalents — Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less and are carried at cost, which approximates fair value due to their short-term maturities. The majority of our cash and cash equivalents consist of (i) deposits at major commercial banks, including money market accounts, which may at times exceed the Federal Deposit Insurance Corporation limit, (ii) United States Treasury Bills, and (iii) Certificate of Deposits placed through an Account Registry Service (“CDARS”). To date we have not experienced any losses on our invested cash. Restricted Cash — Restricted cash consists of security deposits and cash escrowed under loan agreements for debt service, real estate taxes, property insurance, tenant improvements, leasing commissions, capital expenditures and cash held for potential Internal Revenue Code Section 1031 tax deferred exchange transactions. Tenant and Other Receivables and Changes in Collectibility Assessment — Tenant receivables include unpaid amounts billed to tenants, disputed enforceable charges and accrued revenues for future billings to tenants for property expenses. We evaluate the collectibility of amounts due from tenants and disputed enforceable charges on both a lease-by-lease and a portfolio-level, which result from the inability of tenants to make required payments under their operating lease agreements. We recognize changes in the collectibility assessment of these operating leases as adjustments to rental revenue in accordance with ASC 842 Leases . Management exercises judgment in assessing collectibility and considers payment history, current credit status and publicly available information about the financial condition of the tenant, among other factors. Tenant receivables, and receivables arising from the straight-lining of rents, are written-off directly when management deems the collectibility of substantially all future lease payments from a specific lease is not probable, at which point, the Company will begin recognizing revenue from such leases prospectively, based on actual amounts received. This write-off effectively reduces cumulative non-cash rental income recognized from the straight-lining of rents since lease commencement. If the Company subsequently determines that it is probable it will collect substantially all of the lessee’s remaining lease payments under the lease term, the Company will reinstate the receivables balance, including those arising from the straight-lining of rents. 58 Deferred Leasing Costs — Deferred leasing costs include incremental costs of a lease that would have not been incurred if the lease had not been executed, including broker and sale commissions, and contingent legal fees. Such costs are capitalized and amortized on a straight-line basis over the term of the related leases as depreciation and amortization expense on the consolidated statements of income and comprehensive income. Deferred leasing costs also includes lease incentives that can be used at the discretion of the tenant. Lease incentives are capitalized and amortized over the term of the related leases as a reduction to rental revenue on the consolidated statements of income and comprehensive income. Deferred Financing Costs — Deferred financing costs and debt issuance costs include fees associated with the issuance of our mortgage loans and our 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 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. Revenue Recognition — We have the following revenue sources and revenue recognition policies: • Rental revenue: Rental revenue comprises revenue from fixed and variable lease payments, as designated within tenant operating leases in accordance with ASC 842 Leases, as described further in our Leases accounting policy in Note 3 to the consolidated audited financial statements in Part II, Item 8 of this Annual Report on Form 10-K. • Rental revenue deemed uncollectible: We evaluate the collectibility of amounts due from tenants and disputed enforceable charges on both a lease-by-lease and a portfolio-level, which result from the inability of tenants to make required payments under their operating lease agreements. We recognize changes in the collectibility assessment of these operating leases as adjustments to rental revenue in accordance with ASC 842. • Other income: Other income is generated in connection with certain services provided to tenants for which we earn a fee as well as management and development fee income from contractual property management agreements with third parties, and certain miscellaneous income that pertains to our operations. This revenue is recognized as the services are transferred in accordance with ASC 606 Revenue from Contracts with Customers . Leases — We have approximately 1,100 operating leases at our properties, which generate rental income from tenants and operating cash flows for the Company. Our tenant leases are dependent on the Company, as lessor, agreeing to provide our tenants with the right to control the use of our real estate assets, as lessees. Our real estate assets are comprised of retail shopping centers and malls. Tenants agree to use and control their agreed upon space for their business purposes. Thus, our tenants obtain substantially all of the economic benefits from the use of our shopping center space and have the right to direct how and for what purpose the real estate space is used throughout the period of use. Given these contractual terms, the Company has determined that all tenant contracts of this nature contain a lease. The Company assesses lease classification for each new and modified lease. All new and modified leases which commenced in the year ended December 31, 2025 have been assessed and classified as operating leases. Contractual rent increases of renewal options are often fixed at the time of the initial lease agreement which may result in tenants being able to exercise their renewal options at amounts that are less than the fair value of the rent at the date of renewal. In addition to fixed base rents, certain rental income derived from our tenant leases is variable and may be dependent on percentage rent or the Consumer Price Index (“CPI”). Variable lease payments from percentage rents are earned by the Company in the event the tenant's gross sales exceed certain amounts. Terms of percentage rent are agreed upon in the tenant's lease and will vary based on the tenant's sales. Variable lease payments dependent on the CPI will change in accordance with the corresponding increase or decrease in CPI if negotiated and agreed upon in the tenant's lease. Variable lease payments dependent on percentage rent and the CPI were $ 4.5 million, $ 5.7 million and $ 5.5 million for the years ended December 31, 2025, 2024 and 2023, respectively. Variable lease payments also arise from tenant expense reimbursements, which provide for the recovery of all or a portion of the operating expenses, common area maintenance expenses, real estate taxes, insurance and capital improvements of the respective property and amounted to $ 130.7 million, $ 118.5 million and $ 103.7 million for the years ended December 31, 2025, 2024 and 2023, respectively. The Company accounts for variable lease payments as rental revenue on the consolidated statements of income and comprehensive income in the period in which the changes in facts and circumstances on which the variable lease payments are based occur. The Company also has 19 properties in its portfolio either completely or partially on land or in a building that are owned by third parties. These properties are leased or subleased to us pursuant to ground leases, building leases or easements, with remaining terms ranging from one to 74 years and provide us the right to operate each such property. 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 59 payments arising from these leases. ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The initial measurement of a ROU asset may differ from the initial measurement of the lease liability due to initial direct costs, prepaid lease payments and lease incentives. As of December 31, 2025, no other contracts have been identified as leases . Our leases often offer renewal options, which we assess against relevant economic factors to determine whether the Company is reasonably certain of exercising or not exercising the option. Lease payments associated with renewal periods, for which the Company has determined are reasonably certain of being exercised, are included in the measurement of the corresponding lease liability and ROU asset. For finance leases and operating leases, the discount rate applied to measure each ROU asset and lease liability is based on the incremental borrowing rate of the lease due to the rate implicit in the lease not being readily determinable. The Company initially considers the general economic environment and factors in various financing and asset specific secured borrowings so that the overall incremental borrowing rate is appropriate to the intended use of the lease. Certain expenses derived from these leases are variable and are not included in the measurement of the corresponding lease liability and ROU asset, but are recognized in the period in which the obligation for those payments is incurred. These variable lease payments consist of payments for real estate taxes and common area maintenance, which is dependent on projects and activities at each individual property under ground or building lease. Noncontrolling Interests — Noncontrolling interests in consolidated subsidiaries represent the portion of equity that we do not own in those entities that we consolidate. We identify our noncontrolling interests separately within the equity section on the consolidated balance sheets. Noncontrolling interests in the Operating Partnership include OP units and limited partnership interests in the Operating Partnership in the form of LTIP unit awards classified as equity. Variable Interest Entities — Certain entities that do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties, or for which the equity owners as a group lack any one of the following characteristics: (i) the power, through voting rights or similar rights, to direct the activities of a legal entity that most significantly impacts the entity’s economic performance, (ii) the obligation to absorb the expected losses of the legal entity, or (iii) the right to receive the expected residual returns of the legal entity, qualify as VIEs. VIEs are required to be consolidated by their primary beneficiary. The primary beneficiary of a VIE has both the power to direct the activities that most significantly impact economic performance of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The consolidated financial statements reflect the consolidation of VIEs in which the Company is the primary beneficiary. Management uses its judgment when determining if we are the primary beneficiary of, or have a controlling financial interest in, an entity in which we have a variable interest. Factors considered in determining whether we have the power to direct the activities that most significantly impact the entity’s economic performance include voting rights, involvement in day-to-day capital and operating decisions and the extent of our involvement in the entity. Excluding the Operating Partnership, the Company had two entities that met the criteria of a VIE in which we held variable interests as of December 31, 2025 and 2024. These entities are VIEs primarily because the noncontrolling interests do not have substantive kick-out or participating rights and we control the significant operating decisions and consequently have the power to direct the activities that most significantly impact the economic performance of these entities. As we also have the obligation to absorb the majority of the losses and/or the right to receive a majority of the benefits for these entities, they were consolidated in our financial statements as of December 31, 2025 and 2024. The majority of the operations of these VIEs are funded with cash flows generated by the properties and periodic cash contributions. As of December 31, 2025 and 2024, excluding the Operating Partnership, the two consolidated VIEs had total assets of $ 43.5 million and $ 38.9 million, respectively, and total liabilities of $ 9.5 million and $ 9.2 million, respectively. Earnings Per Share and Unit — Basic earnings per common share and unit is computed by dividing net income attributable to common shareholders and unitholders by the weighted average common shares and units outstanding during the period. Unvested share-based payment awards that entitle holders to receive non-forfeitable dividends, such as our restricted stock awards, are classified as “participating securities.” Because the awards are considered participating securities, the Company and the Operating Partnership are required to apply the two-class method of computing basic and diluted earnings that would otherwise have been available to common shareholders and unitholders. Under the two-class method, earnings for the period are allocated between common shareholders and unitholders and other shareholders and unitholders, based on their respective rights to receive dividends. During periods of net loss, losses are allocated only to the extent the participating securities are required to absorb their share of such losses. Diluted earnings per common share and unit reflects the potential dilution of the assumed exercises of shares including stock options and unvested restricted shares to the extent they are dilutive. 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 60 committee of our Board of Trustees (the “Compensation Committee”), but in no event can such term be longer than ten years from the date of grant. The vesting schedule of each award is determined by the Compensation Committee, in its sole and absolute discretion, at the date of grant of the award. Dividends are paid on certain shares of unvested restricted stock, which makes the restricted stock a participating security. Fair value is determined, depending on the type of award, using either the Black-Scholes option-pricing model or the Monte Carlo method, both of which are intended to estimate the fair value of the awards at the grant date. In using the Black-Scholes option-pricing model, expected volatilities and dividend yields are primarily based on available implied data and peer group companies’ historical data. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. Compensation expense for restricted share awards is based on the fair value of our common shares at the date of the grant and is recognized ratably over the vesting period. For grants with a graded vesting schedule or a cliff vesting schedule, we have elected to recognize compensation expense on a straight-line basis. We reduce compensation expense related to forfeited awards in the period of forfeiture. Share-based compensation expense is included in general and administrative expenses on the consolidated statements of income and comprehensive income. When the Company issues common shares as compensation, it receives a like number of common units from the Operating Partnership. Accordingly, the Company’s ownership in the Operating Partnership will increase based on the number of common shares awarded under our 2015 Omnibus Share Plan and 2024 Omnibus Share Plan (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. Income Taxes — The Company elected to be taxed as a REIT under sections 856-860 of the Code, commencing with the filing of its 2015 tax return for its tax year ended December 31, 2015. So long as the Company qualifies as a REIT under the Code, the Company will not be subject to U.S. federal income tax on net taxable income that it distributes annually to its shareholders. If we fail to qualify as a REIT for any taxable year, we will be subject to federal income taxes at regular corporate rates and may not be able to qualify as a REIT for the four subsequent taxable years. The Company is subject to certain foreign and state and local income taxes, in particular income taxes arising from its operating activities in Puerto Rico, which are included in income tax expense in the consolidated statements of income and comprehensive income. In addition, the Company’s taxable REIT subsidiaries (“TRSs”) are subject to income tax at regular corporate rates. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not. The Company applies the Financial Accounting Standards Board’s (“FASB”) guidance relating to uncertainty in income taxes recognized in a Company’s financial statements. Under this guidance the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The guidance on accounting for uncertainty in income taxes also provides guidance on derecognition, classification, interest and penalties on income taxes, and accounting in interim periods. The Company records interest and penalties relating to unrecognized tax benefits, if any, as income tax expense. Concentration of Credit Risk — A concentration of credit risk arises in our business when a national or regionally-based tenant occupies a substantial amount of space in multiple properties owned by us. In that event, if the tenant suffers a significant downturn in its business, it may become unable to make its contractual rent payments to us, exposing us to potential losses in rental revenue, expense recoveries, and percentage rent. Further, the impact may be magnified if the tenant is renting space in multiple locations. Generally, we do not obtain security from our national or regionally-based tenants in support of their lease obligations to us. We regularly monitor our tenant base to assess potential concentrations of credit risk. None of our tenants accounted for more than 10% of total revenues in the year ended December 31, 2025. As of December 31, 2025, The TJX Companies was our largest tenant with twenty-eight stores which comprised an aggregate of 873,159 sf and accounted for approximately $ 26.5 million, or 5.6 % of our total revenue for the year ended December 31, 2025. 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 61 on eligibility and Company elections, including the intended use of the derivative, whether the Company has elected to designate the derivative in a hedging relationship and apply hedge accounting, and whether the hedge relationship has satisfied certain criteria to be deemed an effective hedge. Effectiveness of the hedging relationship is assessed on a quarterly basis by a third party to determine if the relationship still meets the criteria to be considered an effective hedge. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. In a cash flow hedge, hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the earnings effect of the hedged transaction. A derivative instrument designated as a cash flow hedge is adjusted to fair value on the Company’s consolidated balance sheets. The change in fair value, net of the amortization of the purchase price of the instrument, is deemed to be the effective portion of change and is recognized in Other Comprehensive Income (“OCI”) in the Company’s consolidated statements of income and comprehensive income, with the amortization of the purchase price included in interest and debt expense. Cash flows from the derivative are included in the prepaid expenses and other assets, or accounts payable, accrued expenses and other liabilities line item in the statement of cash flows, depending on whether the hedged item is recognized as an asset or a liability. For further information on the Company’s derivative instruments and hedge designations, refer to Note 9 . Recently Issued Accounting Literature In November 2024, the 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. 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): Improvements to Income Tax Disclosures which provides for additional disclosures for rate reconciliations, disaggregation of income taxes paid, and other disclosures. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2024. The Company 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. Any other recently issued accounting standards or pronouncements not disclosed above have been excluded as they are not relevant to the Company or the Operating Partnership, or they are not expected to have a material impact on our consolidated financial statements. 4. ACQUISITIONS AND DISPOSITIONS Acquisitions During the years ended December 31, 2025 and December 31, 2024, the Company closed on the following acquisitions: Date Purchased Property Name City State Square Feet Purchase Price (1) (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 April 5, 2024 Ledgewood Commons Roxbury Township NJ 448,000 83,211 February 8, 2024 Heritage Square Watchung NJ 87,000 33,838 2024 Total $ 245,279 (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. 62 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. The grocery-anchored center aggregates 382,000 sf and includes national tenants such as Safeway, Marshalls, HomeGoods, T.J. Maxx and LA Fitness. The acquisition was funded through the assumption of a $ 60 million mortgage with an interest rate of 3.76 %, as well as proceeds from equity issuances under the Company’s at-the-market equity offering program and asset sales. In conjunction with the acquisition, the Company entered into a forward Section 1031 Exchange with the disposition of its property in Union, NJ, allowing for the deferral of capital gains resulting from the sale for tax purposes. At the same time, the Company also entered into a reverse Section 1031 Exchange, which, for a maximum of 180 days, allows us to defer, for tax purposes, gains on the sale of other properties identified and sold within the period. 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 aggregates 448,000 sf and is anchored by a grocer. The purchase was initially funded using cash on hand. On May 3, 2024, the Company obtained a 5 -year, $ 50 million mortgage secured by the property that bears interest at a fixed rate of 6.03 %. On February 8, 2024, the Company acquired Heritage Square, an unencumbered 87,000 sf shopping center located in Watchung, NJ, for a purchase price of $ 33.8 million, including transaction costs. The property is anchored by Ulta and two TJX Companies concepts, HomeSense and Sierra Trading, and includes four outparcels occupied by Chick-Fil-A, CityMD, Miller’s Ale House and Starbucks. The acquisition was funded using cash on hand. The aggregate purchase price of the above property acquisitions have been allocated as follows: (amounts in thousands) Property Name Land Buildings and Improvements Identified Intangible Assets (1) Identified Intangible Liabilities (1) Debt Discount (2) Total Purchase Price 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 Ledgewood Commons 24,313 56,352 15,137 ( 12,591 ) — 83,211 Heritage Square 7,343 24,643 4,763 ( 2,911 ) — 33,838 2024 Total $ 68,378 $ 172,202 $ 33,041 $ ( 33,396 ) $ 5,054 $ 245,279 (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. Dispositions 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. 63 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. 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 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. The outstanding $ 44.5 million mortgage encumbering the property was assumed by the buyer at closing. This transaction was structured as part of a Section 1031 Exchange with the acquisition of The Village at Waugh Chapel which closed on October 29, 2024, allowing for the deferral of capital gains resulting from the sale for income tax purposes. On April 26, 2024, the Company completed the sale of its 127,000 sf industrial property located in Lodi, NJ for a gross price of $ 29.2 million and recognized a gain on sale of real estate of $ 13.1 million. The sale was structured as part of a 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. 5. IDENTIFIED INTANGIBLE ASSETS AND LIABILITIES The following table summarizes our identified intangible assets and liabilities: (Amounts in thousands) December 31, 2025 December 31, 2024 In-place leases $ 147,827 $ 164,291 Accumulated amortization ( 65,696 ) ( 61,671 ) Above-market leases 10,278 10,564 Accumulated amortization ( 4,818 ) ( 3,357 ) Identified intangible assets, net of accumulated amortization 87,591 109,827 Below-market leases 234,567 227,771 Accumulated amortization ( 59,668 ) ( 50,275 ) Identified intangible liabilities, net of accumulated amortization $ 174,899 $ 177,496 Amortization of acquired below-market leases, net of acquired above-market leases resulted in rental income of $ 15.1 million , $ 9.7 million , and $ 8.2 million for the years ended December 31, 2025, 2024 and 2023, respectively. Amortization of acquired in-place leases and customer relationships resulted in depreciation and amortization expense of $ 26.3 million , $ 30.3 million , and $ 13.5 million for the years ended December 31, 2025, 2024 and 2023, respectively. The following table sets forth the estimated annual amortization (expense) and income related to intangible assets and liabilities for the five succeeding years commencing January 1, 2026: (Amounts in thousands) Below-Market Above-Market In-Place Lease Year Operating Lease Amortization Operating Lease Amortization Amortization 2026 $ 11,888 $ ( 1,416 ) $ ( 17,179 ) 2027 11,749 ( 1,182 ) ( 13,882 ) 2028 11,589 ( 1,127 ) ( 11,972 ) 2029 11,281 ( 1,040 ) ( 10,217 ) 2030 11,003 ( 363 ) ( 7,229 ) 64 6. MORTGAGES PAYABLE The following is a summary of mortgages payable as of December 31, 2025 and December 31, 2024. Interest Rate at December 31, December 31, (Amounts in thousands) Maturity December 31, 2025 2025 2024 Mortgages secured by: Variable rate Plaza at Woodbridge (1) 6/8/2027 — % $ — $ 50,905 Total variable rate debt — 50,905 Fixed rate West End Commons 12/10/2025 — % — 23,717 Town Brook Commons 12/1/2026 3.78 % 28,965 29,610 Rockaway River Commons 12/1/2026 3.78 % 25,645 26,215 Hanover Commons 12/10/2026 4.03 % 58,935 60,155 Tonnelle Commons 4/1/2027 4.18 % 93,377 95,286 Manchester Plaza 6/1/2027 4.32 % 12,500 12,500 Millburn Gateway Center 6/1/2027 3.97 % 21,013 21,525 Totowa Commons 12/1/2027 4.33 % 50,800 50,800 Woodbridge Commons 12/1/2027 4.36 % 22,100 22,100 Brunswick Commons 12/6/2027 4.38 % 63,000 63,000 Rutherford Commons 1/6/2028 4.49 % 23,000 23,000 Hackensack Commons 3/1/2028 4.36 % 66,400 66,400 Marlton Commons 12/1/2028 3.86 % 35,295 36,024 Yonkers Gateway Center 4/10/2029 6.30 % 50,000 50,000 Ledgewood Commons 5/5/2029 6.03 % 50,000 50,000 The Shops at Riverwood 6/24/2029 4.25 % 20,577 20,958 Shops at Bruckner 7/1/2029 6.00 % 36,848 37,350 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 Bergen Town Center 4/10/2030 6.30 % 287,779 290,000 The Outlets at Montehiedra 6/1/2030 5.00 % 71,412 73,551 Montclair (3) 8/15/2030 3.15 % 7,201 7,250 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) 12/1/2031 3.76 % 55,784 55,071 Brick Commons 12/10/2031 5.20 % 50,000 50,000 Woodmore Towne Centre 1/6/2032 3.39 % 117,200 117,200 Newington Commons 7/1/2033 6.00 % 15,505 15,719 Briarcliff Commons 10/1/2034 5.47 % 30,000 30,000 Mount Kisco Commons (6) 11/15/2034 6.40 % 9,631 10,390 Total fixed rate debt 1,619,388 1,532,915 Total mortgages payable 1,619,388 1,583,820 Unamortized debt issuance costs ( 12,614 ) ( 14,067 ) 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 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. (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. 65 The net carrying amount of real estate collateralizing the above indebtedness amounted to approximately $ 1.6 billion as of December 31, 2025. Our mortgage loans contain covenants that limit our ability to incur additional indebtedness on these properties and in certain circumstances require lender approval of tenant leases and/or yield maintenance upon repayment prior to maturity. As of December 31, 2025, we were in compliance with all debt covenants. As of December 31, 2025, the principal repayments of the Company’s total outstanding debt for the next five years and thereafter are as follows: (Amounts in thousands) Year Ending December 31, 2026 $ 126,998 2027 272,360 2028 135,165 2029 360,269 2030 378,147 Thereafter 346,449 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 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. Term Loans 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. 66 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 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 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 In March 2023, an office tenant representing 50,000 sf (approximately 40 % of the total gross leasable area) informed us that they intended to vacate in 2024, and a tenant representing 17,000 sf terminated their lease early effective April 17, 2023. As a result of these events, the Company notified the servicer that the projected cash flows generated by the property would be insufficient to cover debt service and that it was unwilling to fund the shortfalls. In May 2023, the loan was transferred to special servicing at the Company’s request, and per the terms of the loan agreement, the Company began to accrue default interest at a rate of 5 % on the outstanding principal balance. On June 27, 2024, the foreclosure process was completed and the lender took possession of the property, eliminating the $ 68.6 million mortgage liability secured by the property and resulting in a $ 21.7 million gain on extinguishment of debt. 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 less than one year . As of December 31, 2025, the remaining exposure under the guarantee is $ 1.9 million. There was no separate liability recorded related to this guarantee. 7. INCOME TAXES The Company elected to be taxed as a REIT under sections 856-860 of the Code, commencing with the filing of its 2015 tax return for its tax year ended December 31, 2015. So long as the Company qualifies as a REIT under the Code, the Company will not be subject to U.S. federal income tax on net taxable income that it distributes annually to its shareholders. If we fail to qualify as a REIT for any taxable year, we will be subject to federal income taxes at regular corporate rates and may not be able to qualify as a REIT for the four subsequent taxable years. The Company is subject to certain foreign and state and local income taxes, in particular income taxes arising from its operating activities in Puerto Rico, which are included in income tax expense in the consolidated statements of income and comprehensive income. In addition, the Company’s taxable REIT 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 $ 0.19 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: 67 Year Ended December 31, 2025 2024 2023 Dividend paid per share $ 0.76 $ 0.68 $ 0.64 Ordinary income 99 % 91 % 88 % Return of capital — % — % — % Capital gains 1 % 9 % 12 % For U.S. federal income tax purposes, the REIT and other minority members are partners in the Operating Partnership. As such, the partners are required to report their share of taxable income on their respective tax returns. However, the Company maintains certain non-real estate operating activities that could not be performed by the REIT, and occur through the Company’s 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. During the year ended December 31, 2025, the REIT was subject to Puerto Rico corporate income taxes on its allocable share of the Company’s Puerto Rico operating activities. The Puerto Rico corporate income tax consists of a flat 18.5 % tax rate plus a graduated income surcharge tax for a maximum corporate income tax rate of 37.5 %. In addition, the REIT is subject to a 10 % branch profits tax on the earnings and profits generated from its allocable share of the Company’s Puerto Rico operating activities and such tax is included in income tax expense in the consolidated statements of income and comprehensive income. On August 30, 2023, the Company completed a mortgage refinancing at its mall in Puerto Rico, the Shops at Caguas. As a result of the refinancing and the cancellation of indebtedness for tax purposes, the Company recognized a Puerto Rico income tax expense of $ 16.3 million, consisting of a current tax liability of $ 4.7 million and a deferred tax expense of $ 11.6 million. The deferred tax expense is attributable to a write-down of our Puerto Rico tax basis in the Shops at Caguas for a portion of the debt forgiven. A reduction of the carrying amounts of deferred tax assets by a valuation allowance is required if, based on the evidence available, it is more likely than not (a likelihood of more than 50 percent) that some portion or all of the deferred tax assets will not be realized. Management’s determination of the ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the underlying temporary differences become deductible. As of December 31, 2025, with the exception of certain state and local deferred tax assets, management determined that it is more likely than not that all deferred tax assets will be realized. The Company recorded a valuation allowance against certain state and local deferred tax assets because management determined it is not more likely than not that these state and local deferred tax assets will be realized. There has been no change to the valuation allowance recorded against these state and local deferred tax assets during 2025. 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 . 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 68 Income tax expense for the years ended December 31, 2025, 2024 and 2023 consist of the following: Year Ended December 31, (Amounts in thousands) 2025 2024 2023 Income tax expense (benefit): Current: Federal $ 514 $ — $ 4 State 17 19 ( 674 ) Foreign ( 271 ) 2,486 4,753 Total current 260 2,505 4,083 Deferred: 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 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: Year Ended 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) 17 0.02 % Foreign tax effects (2) 2,159 2.16 % Non-taxable or non-deductible items: Other (3) ( 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, 2024 2023 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: Other (1) ( 21.00 ) % ( 21.00 ) % Effective income tax rate 3.06 % 6.41 % (1) Non-taxed REIT income. 69 Below is a table summarizing the Company’s deferred tax assets and liabilities as of December 31, 2025 and 2024: Balance at December 31, (Amounts in thousands) 2025 2024 Deferred tax assets: Depreciation $ 22,509 $ 21,936 Amortization of deferred financing costs 120 136 Rental revenue deemed uncollectible 713 627 Charitable contribution 7 7 Net operating loss 7 7 Tax credit carryforward (1) 1,011 3,808 Loss reserve discount 89 — Total deferred tax assets 24,456 26,521 Deferred tax liabilities: Straight line rent ( 1,870 ) ( 1,568 ) Amortization of acquired leases ( 100 ) ( 126 ) Total deferred tax liabilities ( 1,970 ) ( 1,694 ) Net deferred tax assets $ 22,486 $ 24,827 (1) As of December 31, 2025, the Company has a Puerto Rico tax credit carryforward totaling $ 1.0 million which, if unused, may be carried forward indefinitely. 8. LEASES Leases as lessor We have approximately 1,100 operating leases at our retail shopping centers and malls which generate rental income from tenants and operating cash flows for the Company. Our tenant base comprises a diverse group of merchants including department stores, grocers, discounters, entertainment offerings, health clubs, DIY stores, in-line specialty shops, restaurants and other food and beverage vendors and service providers. Tenant leases under 10,000 sf generally have lease terms of 5 years or less. Tenant leases 10,000 sf or more are considered anchor leases and generally have lease terms of 10 to 25 years, with one or more renewal options available upon expiration of the initial lease term. Contractual rent increases for the renewal options are often fixed at the time of the initial lease agreement which may result in tenants being able to exercise their renewal options at amounts that are less than the fair value of the rent at the date of renewal. The components of rental revenue for the years ended December 31, 2025, 2024 and 2023 were as follows: Year Ended December 31, (Amounts in thousands) 2025 2024 2023 Rental Revenue Fixed lease revenue $ 347,762 $ 329,555 $ 304,050 Variable lease revenue (1) 122,927 114,910 102,062 Total rental revenue $ 470,689 $ 444,465 $ 406,112 (1) Percentage rent for the years ended December 31, 2025, 2024 and 2023 were $ 3.4 million, $ 3.6 million and $ 3.6 million, respectively. Property, plant and equipment under operating leases as lessor As of December 31, 2025, 2024 and 2023 , substantially all of the Company’s real estate assets are subject to operating leases. Maturity analysis of lease payments as lessor The Company’s operating leases, including those with revenue recognized on a cash basis, are disclosed in the aggregate due to their consistent nature as real estate leases. As of December 31, 2025 , the undiscounted cash flows to be received from lease payments of our operating leases on an annual basis for the next five years and thereafter are as follows: 70 (Amounts in thousands) Year Ending December 31, 2026 $ 328,374 2027 315,639 2028 291,667 2029 239,769 2030 181,759 Thereafter 775,045 Total undiscounted cash flows $ 2,132,253 Leases as lessee As of December 31, 2025, the Company had 19 properties in its portfolio either completely or partially on land or in a building owned by third parties. These properties are leased or subleased to us pursuant to ground leases, building leases or easements, with remaining terms ranging from one to 74 years and provide us the right to operate the property. 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: Year Ended December 31, (Amounts in thousands) 2025 2024 2023 Lease expense Operating lease cost (1) $ 9,990 $ 10,239 $ 9,732 Variable lease cost 3,178 2,930 2,902 Total lease expense $ 13,168 $ 13,169 $ 12,634 (1) During the years ended December 31, 2025, 2024, and 2023 the Company recognized sublease income of $ 21.0 million, $ 20.4 million and $ 18.7 million, respectively, included in rental revenue on the consolidated statements of income and comprehensive income in relation to certain ground and building lease arrangements. Operating lease cost includes amortization of below-market ground lease intangibles and straight-line lease expense. Supplemental balance sheet information related to leases as of December 31, 2025 and December 31, 2024 was as follows: December 31, 2025 December 31, 2024 Supplemental noncash information Operating leases Finance lease Operating leases Finance lease Weighted-average remaining lease term 10.9 years 30.2 years 11.4 years 31.2 years Weighted-average discount rates 4.36 % 4.01 % 4.38 % 4.01 % Supplemental cash information related to leases for the years ended December 31, 2025 and 2024 was as follows: (Amounts in thousands) Year Ended December 31, Cash paid for amounts included in the measurement of lease liabilities: 2025 2024 Operating cash flows from operating leases $ 9,667 $ 10,016 Operating cash flows from finance lease 122 122 Financing cash flows from finance lease 13 13 Right-of-use assets obtained in exchange for lease liabilities: Operating leases $ — $ 15,837 Maturity analysis of lease payments as lessee The undiscounted cash flows to be paid on an annual basis for the next five years and thereafter are presented in the table below. The total amount of lease payments, on an undiscounted basis, are reconciled to the lease liability included within accounts payable, accrued expenses and other liabilities on the consolidated balance sheets by considering the present value discount. 71 (Amounts in thousands) Operating Finance Year Ending December 31, leases lease 2026 $ 8,307 $ 124 2027 8,045 127 2028 7,864 127 2029 6,020 127 2030 6,262 127 Thereafter 29,946 5,791 Total undiscounted cash flows 66,444 6,423 Present value discount ( 10,115 ) ( 3,369 ) Discounted cash flows $ 56,329 $ 3,054 9. FAIR VALUE MEASUREMENTS ASC 820, Fair Value Measurement and Disclosures defines fair value and establishes a framework for measuring fair value. The objective of fair value is to determine the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price). ASC 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels: Level 1 - quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities; Level 2 - observable prices based on inputs not quoted in active markets, but corroborated by market data; and Level 3 - unobservable inputs used when little or no market data is available. The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as consider counterparty credit risk in our assessment of fair value. Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis Financial assets and liabilities that are measured at fair value on our consolidated balance sheets consist of 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. The tables below summarize the recorded amount of assets and liabilities measured at fair value on a recurring basis as of December 31, 2025 and 2024: As of December 31, 2025 (Amounts in thousands) Level 1 Level 2 Level 3 Total Assets: Interest rate swap (1) $ — $ 877 $ — $ 877 Liabilities: Interest rate swap (2) $ — $ ( 448 ) $ — $ ( 448 ) As of December 31, 2024 Level 1 Level 2 Level 3 Total Assets: Interest rate cap and swap (1) $ — $ 1,642 $ — $ 1,642 (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 When we designate a derivative as a hedge, depending on the nature of the hedge, changes in the fair value of the instrument will be recognized in OCI until the gains or losses are reclassified to earnings. Derivatives that are not designated as hedges are adjusted to fair value through earnings. Cash flows from the derivative are included in the prepaid expenses and other assets, or accounts payable, accrued expenses and other liabilities line item in the statement of cash flows, depending on whether the hedged item is recognized as an asset or a liability. As of December 31, 2025, the Company was a counterparty to two interest rate derivative agreements which have been designated as cash flow hedges. 72 The tables below summarize our derivative instruments, which are used to hedge the corresponding variable rate debt, as of December 31, 2025 and 2024: (Amounts in thousands) As of December 31, 2025 Hedged Instrument Fair Value Notional Amount Spread Interest Rate Effective Interest Rate Expiration Shoppers World interest rate swap $ ( 448 ) $ 123,600 SOFR + 1.70 % 5.36 % 5.12 % 8/15/2029 Montclair interest rate swap 877 7,201 SOFR + 2.57 % 6.39 % 3.15 % 8/15/2030 As of December 31, 2024 Hedged Instrument Fair Value Notional Amount Spread Interest Rate Effective Interest Rate Expiration 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: (Amounts in thousands) Unrealized Gain Recognized in OCI on Derivatives Years ended December 31, Hedged Instrument 2025 2024 2023 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 ) Financial Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis There were no financial assets or liabilities measured at fair value on a non-recurring basis as of December 31, 2025 and December 31, 2024. Financial Assets and Liabilities not Measured at Fair Value Financial assets and liabilities that are not measured at fair value on the consolidated balance sheets include cash and cash equivalents, mortgages payable and borrowings under the Company’s unsecured line of credit. Cash and cash equivalents are carried at cost, which approximates fair value. The fair value of mortgages payable and borrowings under the line of credit are calculated based on current market prices and discounted cash flows at the current rate at which similar loans would be made to 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. The table below summarizes the carrying amounts and fair value of our level 3 financial instruments as of December 31, 2025 and December 31, 2024. As of December 31, 2025 As of As of December 31, 2024 (Amounts in thousands) Carrying Amount Fair Value Carrying Amount Fair Value Mortgages payable (1) $ 1,619,387 $ 1,546,082 $ 1,583,820 $ 1,464,996 Unsecured credit facility — — 50,000 48,333 (1) Carrying amounts exclude unamortized debt issuance costs of $ 12.6 million and $ 14.1 million as of December 31, 2025 and 2024, respectively. Nonfinancial Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis We assess the carrying value of our properties for impairment quarterly, and when events or changes in circumstances indicate that the carrying value may not be recoverable. Such events and changes include macroeconomic conditions, operating performance, and environmental and regulatory changes, which may result in property operational disruption and could indicate that the carrying amount may not be recoverable. There were no impairment charges recognized during the 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 73 Brooklyn, NY. In March of 2023, an office tenant representing 50,000 sf informed us that they intended to vacate in 2024, and a tenant representing 17,000 sf terminated their lease early effective April 17, 2023. As a result of these events and the uncertainty of the office market, we determined that the undiscounted future cash flows and future terminal value were less than the carrying value of the property. On June 27, 2024, the property was foreclosed on and the Company no longer has possession. The impairment charge of $ 34.1 million was calculated as the difference between the asset’s individual carrying value and the estimated fair value of $ 49 million less estimated selling costs, which was based on the discounted future cash flows and future terminal value. The discounted cash flows and terminal value utilized a discount rate of 8 % and capitalization rates of 6 % for retail and 7 % for office, which were corroborated by third-party valuations and market data. The impairment charge is recorded within the real estate impairment loss line item on our consolidated statements of income and comprehensive income. The Company believes the inputs utilized to measure these fair values were reasonable in the context of applicable market conditions, however due to the significance of the unobservable inputs in the overall fair value measures, including market conditions and expectations for growth, the Company determined that such fair value measurements are classified as Level 3. Impairment charges of $ 34.1 million are included as an expense within real estate impairment loss on our consolidated statements of income and comprehensive income for the year ended December 31, 2023. 10. COMMITMENTS AND CONTINGENCIES Legal Matters From time to time, we are a party to various legal proceedings, claims or regulatory inquiries and investigations arising out of, or incident to, our ordinary course of business. While we are unable to predict with certainty the outcome of any particular matter, management does not currently expect, when such matters are resolved, that our resulting exposure to loss contingencies, if any, will have a material adverse effect on our results of operations or consolidated financial position. During the 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. The terms of the settlement are subject to a confidentiality agreement. Redevelopment and Anchor Repositioning The Company has 23 active development, redevelopment or anchor repositioning projects with total estimated costs of $ 165.5 million, of which $ 85.6 million remains to be funded as of December 31, 2025. We continue to monitor the stabilization dates of these projects, which can be impacted from economic conditions affecting our tenants, vendors and supply chains. We have identified future projects in our development pipeline, but we are under no obligation to execute and fund any of these projects and each of these projects is being further evaluated based on market conditions. Insurance 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. However, all such policies are subject to terms, conditions, exclusions, deductibles and sub-limits, among other limiting factors. For example, the Company’s terrorism insurance excludes coverage for nuclear, biological, chemical or radiological terrorism events as defined by the Terrorism Risk Insurance Program Reauthorization Act. 74 Insurance premiums are typically charged directly to each of the properties but not all of the cost of such premiums are recovered. The Company is responsible for deductibles, losses in excess of insurance coverage, and the portion of premiums not reimbursable by tenants at our properties, which could be material. We continue to monitor the state of the insurance market and the scope and costs of available coverage. Certain insurance premiums have increased significantly and may continue to do so in the future. We cannot anticipate what coverage will be available on commercially reasonable terms and expect premiums across most coverage lines to continue to increase in light of recent events including hurricanes and flooding in our core markets. The incurrence of uninsured losses, costs or uncovered premiums could materially and adversely affect our business, results of operations and consolidated financial position. Certain of our loans and other agreements contain customary covenants requiring the maintenance of insurance coverage. Although we believe that we currently have adequate insurance coverage for purposes of these agreements, we may not be able to obtain an equivalent amount of coverage at reasonable costs in the future. If lenders or other counterparties insist on greater coverage than we are able to obtain, such requirement could materially and adversely affect our ability to finance our properties and expand our portfolio. Environmental Matters Each of our properties has been subjected to varying degrees of environmental assessment at various times. Based on these assessments, we have accrued costs of $ 1.0 million and $ 1.3 million on our consolidated balance sheets as of December 31, 2025 and 2024, respectively, for remediation costs for environmental contamination at certain properties. While this accrual reflects our best estimates of the potential costs of remediation at these properties, there can be no assurance that the actual costs will not exceed these amounts. Although we are not aware of any other material environmental contamination, there can be no assurance that the identification of new areas of contamination, changes in the extent or known scope of contamination, the discovery of additional sites, or changes in cleanup requirements would not result in significant costs to us. Bankruptcies Although our rental revenue is supported by long-term leases, leases may be rejected in a bankruptcy proceeding and the related tenant stores may permanently vacate prior to lease expiration. In the event a tenant with a significant number of leases or square footage in our shopping centers files for bankruptcy and rejects its leases with us, we could experience a reduction in our revenues. We monitor the operating performance and rent collections of all tenants in our shopping centers, especially those tenants in arrears or operating retail formats that are experiencing significant changes in competition, business practice, or store closings in other locations. 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, 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 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. 75 11. PREPAID EXPENSES AND OTHER ASSETS The following is a summary of the composition of the prepaid expenses and other assets on the consolidated balance sheets: Balance at (Amounts in thousands) December 31, 2025 December 31, 2024 Other assets $ 14,677 $ 15,811 Deferred tax asset, net 22,486 24,827 Real estate held for sale — 10,286 Deferred financing costs, net of accumulated amortization of $ 12,221 and $ 10,571 , respectively 1,796 3,447 Finance lease right-of-use asset 2,724 2,724 Prepaid expenses: Real estate taxes 10,738 10,905 Insurance 1,420 1,097 Rent, licenses/fees 1,395 1,457 Total prepaid expenses and other assets $ 55,236 $ 70,554 12. ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES The following is a summary of the composition of accounts payable, accrued expenses and other liabilities on the consolidated balance sheets: Balance at (Amounts in thousands) December 31, 2025 December 31, 2024 Accrued capital expenditures and leasing costs $ 25,187 $ 17,557 Deferred tenant revenue 29,043 26,878 Accrued interest payable 6,187 6,286 Accrued payroll expenses 11,702 14,326 Security deposits 6,150 5,877 Other liabilities and accrued expenses 16,074 16,018 Finance lease liability 3,054 3,040 Total accounts payable, accrued expenses and other liabilities $ 97,397 $ 89,982 13. INTEREST AND DEBT EXPENSE The following table sets forth the details of interest and debt expense: Year Ended December 31, (Amounts in thousands) 2025 2024 2023 Interest expense $ 73,314 $ 77,265 $ 70,820 Amortization of deferred financing costs 4,918 4,322 4,125 Total Interest and debt expense $ 78,232 $ 81,587 $ 74,945 14. EQUITY AND NONCONTROLLING INTEREST At-The-Market Program On August 11, 2025 the Company and the Operating Partnership entered into an equity distribution agreement (the “Equity Distribution Agreement”) with various financial institutions acting as agents, forward sellers, and forward purchasers. Pursuant to the Equity Distribution Agreement, the Company may from time to time offer and sell, through the agents and forward sellers, the Company’s common shares, par value $ 0.01 per share, having an aggregate offering price of up to $ 250 million (the “ATM Program”). Concurrently with the Equity Distribution Agreement, the Company entered into separate master forward confirmations (collectively, the “Master Confirmations”) with each of the forward purchasers. Sales under the ATM Program may be made from time to time, as needed, by means of ordinary brokers’ transactions or other transactions that are deemed to 76 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 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, 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. 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 year ended December 31, 2023. Share Repurchase Program The Company has a share repurchase program for up to $ 200 million of the Company’s common shares. Under the program, the Company may repurchase its shares from time to time in the open market or in privately negotiated transactions in compliance with Securities and Exchange Commission Rule 10b-18. The amount and timing of the purchases will depend on a number of factors including the price and availability of the Company’s shares, trading volume and general market conditions. The share repurchase program does not obligate the Company to acquire any particular amount of common shares and may be suspended or discontinued at any time at the Company’s discretion. During the years ended December 31, 2025 and 2024, no shares were repurchased by the Company. As of December 31, 2025 there was approximately $ 145.9 million remaining for share repurchases under this program. Units of the Operating Partnership The Operating Partnership’s capital includes general and common limited partnership interests in the operating partnership. As of December 31, 2025, Urban Edge owned approximately 94.9 % of the outstanding common OP units with the remaining limited OP units held by members of management, Urban Edge’s Board of Trustees and contributors of property interests acquired. Urban Edge serves as the sole general partner of the Operating Partnership. The third-party unitholders have limited rights over the Operating Partnership such that they do not have characteristics of a controlling financial interest. As such, the Operating Partnership is considered a VIE, and the Company is the primary beneficiary which consolidates it. The Company’s only investment is the Operating Partnership. The VIE’s assets can be used for purposes other than the settlement of the VIE’s obligations and the Company’s partnership interest is considered a majority voting interest. Dividends and Distributions During the year ended December 31, 2025, the Company declared distributions on our common shares and OP units of $ 0.76 per share/unit. This comprised regular quarterly dividends of $ 0.19 per common share and OP unit declared for each quarter in 2025. 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. During the years ended December 31, 2025, 2024 and 2023, 4,951 , 4,629 and 5,421 shares were issued under the DRIP, respectively. Noncontrolling Interests in Operating Partnership Noncontrolling interests in the Operating Partnership reflected on the consolidated balance sheets of the Company are comprised of OP units and limited partnership interests in the Operating Partnership in the form of LTIP unit awards. LTIP unit awards were granted to certain executives pursuant to our 2024 Omnibus Share Plan and 2015 Omnibus Share Plan 77 (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 OP units may redeem their units for cash or the Company’s common shares on a one -for-one basis, solely at our election. During the years ended December 31, 2025, 2024 and 2023, 442,382 , 301,583 and 70,000 units, respectively, were redeemed for an equivalent amount of common shares of the Company. Noncontrolling Interests in Consolidated Subsidiaries The Company’s noncontrolling interests relate to the 5 % interest held by others in our property in Walnut Creek, CA (Mount Diablo) and 17.5 % held by others in our property in Massapequa, NY. T he net income attributable to noncontrolling interests is presented separately in our consolidated statements of income and comprehensive income. 15. SHARE-BASED COMPENSATION Omnibus Share Plan On January 7, 2015, our board and initial shareholders approved the Urban Edge Properties Omnibus Share Plan, under which awards may be granted up to a maximum of 15,000,000 of our common shares or share equivalents. On May 1, 2024, the board and shareholders approved the Urban Edge Properties 2024 Omnibus Share Plan, under which awards may be granted up to a maximum of 7,400,000 of our common shares or share equivalents. The Urban Edge Properties 2024 Omnibus Share Plan replaces the previous share plan approved in January 2015 and are collectively referred to as the “Omnibus Share Plans”. Pursuant to the Omnibus Share Plans, stock options, LTIP units, operating partnership units and restricted shares were granted. 2023 Long-Term Incentive Plan On February 10, 2023, the Company established the 2023 Long-Term Incentive Plan (“2023 LTI Plan”) under the Omnibus Share Plans. The plan is a multi-year, equity compensation program under which participants, including our Chairman and Chief Executive Officer, receive awards in the form of LTIP units that, with respect to one half of the program, vest based solely on the passage of time. With respect to the other half of the program, the awards are earned and vest if certain relative and absolute 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 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. The fair value of the performance-based award portion of the 2023 LTI Plan on the grant date was $ 3.7 million using a Monte Carlo simulation to estimate the fair value of the Absolute and Relative components through a risk-neutral premise. Assumptions include historical volatility ( 53.3 %), risk-free interest rates ( 4.2 %), and historical daily return as compared to certain peer companies. 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 The time-based awards granted under the 2023 LTI Plan, also granted in the form of LTIP units, vest ratably over three years except in the case of our Chairman and Chief Executive Officer, where the vesting is ratable over four years . As of December 31, 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, 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. 78 2024 Long-Term Incentive Plan On February 9, 2024, the Company established the 2024 Long-Term Incentive Plan (“2024 LTI Plan”) under the Omnibus Share Plans. The plan is a multi-year, equity compensation program under which participants, including our Chairman and Chief Executive Officer, receive awards in the form of LTIP units that, with respect to one half of the program, vest based solely on the passage of time. With respect to the other half of the program, the awards are earned and vest if certain relative and absolute TSR and/or FFO and SP NOI growth targets are achieved by the Company over a three-year performance period. The total grant date fair value under the 2024 LTI Plan was $ 7.5 million, comprising both performance-based and time-based awards as described further below: Performance-based awards For the performance-based awards under the 2024 LTI plan, participants have the opportunity to earn awards in the form of LTIP units if Urban Edge’s absolute and/or relative TSR meets certain criteria over the three-year performance measurement period beginning on February 9, 2024 and ending on February 8, 2027. Participants also have the opportunity to earn awards in the form of LTIP units if Urban Edge’s FFO growth component and SP NOI growth component meets certain criteria and/or thresholds over the three-year performance measurement period beginning January 1, 2024 and ending on December 31, 2026. 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. The fair value of the performance-based award portion of the 2024 LTI Plan on the grant date was $ 3.8 million using a Monte Carlo simulation to estimate the fair value of the Absolute and Relative components through a risk-neutral premise. Assumptions include historical volatility ( 29.9 %), risk-free interest rates ( 4.3 %), and historical daily return as compared to certain peer companies. 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. Time-based awards The time-based awards granted under the 2024 LTI Plan, also granted in the form of LTIP units, vest ratably over three years except in the case of our Chairman and Chief Executive Officer, where the vesting is ratable over four years . As of December 31, 2025, the Company granted time-based awards under the 2024 LTI Plan that represent 232,808 LTIP units with a grant date fair value of $ 3.7 million. During the years ended December 31, 2025 and 2024, respectively, we recognized $ 1.1 million and $ 1.0 million of compensation expense related to the time-based awards under the 2024 LTI Plan. 2025 Long-Term Incentive Plan On January 31, 2025, the Company established the 2025 Long-Term Incentive Plan (“2025 LTI Plan”) under the Omnibus Share Plans. The plan is a multi-year, equity compensation program under which participants, including our Chairman and Chief Executive Officer, receive awards in the form of LTIP units that, with respect to one half of the program, vest based solely on the passage of time. 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 2025 LTI Plan was $ 9.1 million, comprising both performance-based and time-based awards as described further below: 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. 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, 2025 and ending on December 31, 2027. 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. The fair value of the performance-based award portion of the 2025 LTI Plan on the grant date was $ 3.8 million using a Monte Carlo simulation to estimate the fair value of the Absolute and Relative components through a risk-neutral premise. Assumptions include historical volatility ( 27.1 %), risk-free interest rates ( 4.4 %), and historical daily return as compared to certain peer companies. 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. 79 Time-based awards The time-based awards granted under the 2025 LTI Plan, also granted in the form of LTIP units, vest ratably over three years except in the case of our Chairman and Chief Executive Officer, where the vesting is ratable over four years . As of December 31, 2025, the Company granted time-based awards under the 2025 LTI Plan that represent 243,842 LTIP units with a grant date fair value of $ 4.6 million. 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 On January 27, 2026, the Company established the 2026 Long-Term Incentive Plan (“2026 LTI Plan”) under the Omnibus Share Plans. The plan is a multi-year, equity compensation program under which participants, including our Chairman and Chief Executive Officer, receive awards in the form of LTIP units that, with respect to one half of the program, vest based solely on the passage of time, and with respect to the other half of the program, are earned and vest if certain relative and absolute TSR and/or FFO and SP NOI growth targets are achieved by the Company over a three year performance period (one-half of the program). As part of the 2026 LTI Plan, participants other than our named executive officers may receive restricted stock awards or LTIP unit awards subject to a three-year vesting period. The total grant date fair value under the 2026 LTI Plan was $ 9.0 million, comprising both performance-based and time-based awards. Other Long Term Incentive Plans The Company has several long-term incentive plans that were previously established under the Omnibus Share Plans but remain active for the years presented in this Annual Report on Form 10-K, including the 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, 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 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 2025 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 27, 2026, the Compensation Committee approved the grant of $ 6.6 million under the Matching Award, which reflects both the cash bonus forgone and the portion matched by the Company. 2024 Equity Matching Award The Compensation Committee approved a Matching Award pursuant to which officers of the Company may elect to forgo all or a portion (in 25 % increments) of their 2024 cash bonuses, and instead, receive LTIP units with a grant date fair value equal to the cash forgone, 20 % of which are matched by the Company and all of which vest ratably over three years . The program is designed to enhance retention and increase employee ownership in the Company to further align with shareholder interests. On January 31, 2025, the Compensation Committee approved the grant of $ 6.7 million under the Matching Award, which reflects both the cash bonus forgone and the portion matched by the Company. 2023 Equity Matching Award The Compensation Committee approved a Matching Award pursuant to which officers of the Company may elect to forgo all or a portion (in 25 % increments) of their 2023 cash bonuses, and instead, receive LTIP units with a grant date fair value equal to the cash forgone, that are matched on a one-for-one basis by the Company and all of which vest ratably over four years . The 80 program is designed to enhance retention and increase employee ownership in the Company to further align with shareholder interests. On February 9, 2024, the Compensation Committee approved the grant of $ 12.6 million under the Matching Award, which reflects both the cash bonus forgone and the portion matched by the Company. Units, Deferred Share Units, and Restricted Share Units Granted to Trustees All trustees are granted annual awards in the form of LTIP units, Deferred Share Units (“DSU”), or Restricted Share Units (“RSU”). The following table presents trustee awards granted over the last three years: Award Date Award Type # of Units Granted Weighted Average Grant Date Fair Value Per Unit May 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 May 6, 2024 RSU 7,036 17.06 May 3, 2023 LTIP 56,556 12.73 May 3, 2023 DSU 10,050 11.94 May 3, 2023 RSU 8,293 14.47 March 15, 2023 RSU 8,352 13.94 Shares Under Option All stock options granted have ten-year contractual lives, containing vesting terms of three to five years . 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. 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. Restricted Shares The following table presents information regarding restricted share activity during the year ended December 31, 2025: Shares Weighted Average Grant Date Fair Value per Share Unvested at January 1, 2025 106,814 $ 16.81 Granted 43,378 20.12 Vested ( 40,803 ) 16.86 Forfeited ( 35,352 ) 17.07 Unvested at December 31, 2025 74,037 $ 18.60 During the year ended December 31, 2025, we granted 43,378 restricted shares that are subject to forfeiture and vest over periods ranging from one to three years . The total grant date value of the 40,803 restricted shares vested during the year ended December 31, 2025 was $ 0.7 million. Restricted Units During the years ended December 31, 2025, 2024 and 2023, respectively, there were 642,387 , 1,043,543 , and 314,117 LTIP units issued. During the years ended December 31, 2025, 2024 and 2023, 739,796 , 336,661 , and 277,133 units vested, respectively. During the years ended December 31, 2025, 2024 and 2023, 36,533 , 5,838 , and 825 units were forfeited, respectively. 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. As of December 31, 2025 the remaining 1,494,883 units vest over a weighted average period of approximately four years . 81 Share-Based Compensation Expense Share-based compensation expense, which is included in general and administrative expenses in our consolidated statements of income and comprehensive income, is summarized as follows: Year Ended December 31, (Amounts in thousands) 2025 2024 2023 Share-based compensation expense components: LTIP expense (1) $ 7,017 $ 5,269 $ 4,052 Performance-based LTI expense (2) 4,200 4,184 2,883 Stock option expense — — 20 Restricted share expense 564 859 732 DSU expense 42 119 124 Total Share-based compensation expense $ 11,823 $ 10,431 $ 7,811 (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 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 three years . 16. EARNINGS PER SHARE AND UNIT Urban Edge Earnings per Share We have calculated earnings per share (“EPS”) under the two-class method. The two-class method is an earnings allocation methodology whereby EPS for each class of Urban Edge common shares and participating securities is calculated according to dividends declared and participating rights in undistributed earnings. Restricted shares issued pursuant to our share-based compensation program are considered participating securities, and as such, have non-forfeitable rights to receive dividends. The computation of diluted EPS reflects potential dilution of securities by adding potential common shares, including stock options and unvested restricted shares, to the weighted average number of common shares outstanding for the period. For the years ended December 31, 2025, 2024, and 2023, there were options outstanding for 333,972 , 2,603,664 , and 2,930,762 shares, respectively, that potentially could be exercised for common shares. During the years ended December 31, 2025, 2024 and 2023, no options were included in the diluted EPS calculation as their exercise prices were higher than the average market prices of our common shares. In addition, as of December 31, 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, 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. The income allocable to such units is allocated on this same basis and reflected as noncontrolling interests in the accompanying consolidated financial statements. The assumed redemption of OP and vested LTIP units is included in the determination of diluted earnings per share when they have a dilutive effect on the calculation. 82 The following table sets forth the computation of our basic and diluted earnings per share: Year Ended December 31, (Amounts in thousands, except per share amounts) 2025 2024 2023 Numerator: Net income attributable to common shareholders $ 93,535 $ 72,563 $ 248,497 Less: earnings allocated to unvested participating securities ( 58 ) ( 65 ) ( 200 ) Net income available for common shareholders - basic $ 93,477 $ 72,498 $ 248,297 Impact of assumed conversions: LTIP units 84 — 134 Net income available for common shareholders - dilutive $ 93,561 $ 72,498 $ 248,431 Denominator: Weighted average common shares outstanding - basic 125,686 121,324 117,506 Effect of dilutive securities: Restricted share awards 79 108 91 Assumed conversion of LTIP units 142 — — Weighted average common shares outstanding - diluted 125,907 121,432 117,597 Earnings per share available to common shareholders: Earnings per common share - Basic $ 0.74 $ 0.60 $ 2.11 Earnings per common share - Diluted $ 0.74 $ 0.60 $ 2.11 Operating Partnership Earnings per Unit The following table sets forth the computation of basic and diluted earnings per unit: Year Ended December 31, (Amounts in thousands, except per unit amounts) 2025 2024 2023 Numerator: Net income attributable to unitholders $ 98,527 $ 76,541 $ 260,396 Less: net income attributable to participating securities ( 1,327 ) ( 1,108 ) ( 200 ) Net income available for unitholders $ 97,200 $ 75,433 $ 260,196 Denominator: Weighted average units outstanding - basic 130,446 125,987 121,901 Effect of dilutive securities issued by Urban Edge 221 108 91 Weighted average units outstanding - diluted 130,667 126,095 121,992 Earnings per unit available to unitholders: Earnings per unit - Basic $ 0.75 $ 0.60 $ 2.13 Earnings per unit - Diluted $ 0.74 $ 0.60 $ 2.13 83 17. SEGMENT REPORTING Our primary business is the ownership, management, acquisition, development, and redevelopment of retail shopping centers and malls. Substantially all of our revenues are derived from contractual rents and tenant expense reimbursements as outlined within individual lease agreements. We do not distinguish our primary business or group our operations on a geographical basis for purposes of measuring performance and allocating resources. We review operating and financial information for each property on an individual basis and therefore each property represents an individual operating segment. Our properties are aggregated into a single reportable segment due to the similarities with regard to the nature and economics of the properties, tenants and operations, as well as long-term average financial performance and the fact that they are operated using consistent business strategies. The Company’s CODM, its Chief Executive Officer, reviews operating and financial information at the individual operating segment using property net operating income (“Property NOI”) as the key measure to assess performance and allocate resources. Property NOI is defined as all revenues and expenses incurred at the property level excluding non-cash rental income and expenses, impairments on depreciable real estate, lease termination income, interest and debt expense, and gains or losses from sale of real estate and debt extinguishments. Property NOI excludes corporate level transactions. The CODM also uses Property NOI and its components to monitor budget versus actual results, perform variance analysis of current results to prior period results, and forecast future performance. Company resources are allocated by evaluating the operating results of the individual segments and business as a whole as well as considering capital needs and future projections, and deploying them across the various business functions as deemed necessary while ensuring the uses align with the Company’s overall business strategy. The CODM does not review asset information as a measure to assess performance. The following table provides the components of Property NOI related to our single reportable segment for the years ended December 31, 2025, 2024 and 2023: Year Ended December 31, (Amounts in thousands) 2025 2024 2023 REVENUE Property rentals $ 322,454 $ 312,674 $ 291,717 Tenant expense reimbursements 131,329 119,141 104,756 Total property revenues 453,783 431,815 396,473 EXPENSES Real estate taxes 68,301 70,521 66,756 Property operating 88,893 79,159 68,997 Lease expense 8,244 9,559 11,110 Total property operating expenses 165,438 159,239 146,863 Property net operating income $ 288,345 $ 272,576 $ 249,610 Reconciliation of Property NOI to income before income taxes Depreciation and amortization ( 139,166 ) ( 150,389 ) ( 108,979 ) Interest and debt expense ( 78,232 ) ( 81,587 ) ( 74,945 ) General and administrative expense ( 39,975 ) ( 37,474 ) ( 37,070 ) (Loss) gain on extinguishment of debt ( 534 ) 21,423 41,144 Real estate impairment loss — — ( 34,055 ) Interest income 1,791 2,192 2,608 Straight-line rents, amortization of above and below-market leases, and other 17,129 11,999 11,610 Gain on sale of real estate 49,695 38,818 217,708 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 termination income and other income and expenses related to our corporate activities, including the captive insurance program. 84 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.