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What changed in MACERICH CO's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of MACERICH CO's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+401 added−350 removedSource: 10-K (2026-02-20) vs 10-K (2025-02-28)

Top changes in MACERICH CO's 2025 10-K

401 paragraphs added · 350 removed · 282 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

60 edited+39 added−29 removed57 unchanged
Biggest change(4) The average base rent per square foot on leases expiring during the year represents the actual rent to be paid on a per square foot basis during the final twelve months of the lease. 11 Lease Expirations: The following tables show scheduled lease expirations for Centers owned as of December 31, 2024 for the next ten years, assuming that none of the tenants exercise renewal options: Mall Stores and Freestanding Stores under 10,000 square feet: Year Ending December 31, Number of Leases Expiring Approximate GLA of Leases Expiring(1) % of Total Leased GLA Represented by Expiring Leases(1) Ending Base Rent per Square Foot of Expiring Leases(1) % of Base Rent Represented by Expiring Leases(1) Consolidated Centers (at the Company's pro rata share): 2025 522 1,201,265 24.99 % $ 66.31 23.13 % 2026 353 867,595 18.05 % $ 69.75 17.57 % 2027 313 690,977 14.37 % $ 72.28 14.50 % 2028 204 504,465 10.49 % $ 71.09 10.41 % 2029 210 500,783 10.42 % $ 73.36 10.67 % 2030 105 299,679 6.23 % $ 69.32 6.03 % 2031 64 184,046 3.83 % $ 76.25 4.07 % 2032 38 104,832 2.18 % $ 68.44 2.08 % 2033 57 200,336 4.17 % $ 65.05 3.78 % 2034 56 125,521 2.61 % $ 121.32 4.42 % Unconsolidated Joint Venture Centers (at the Company's pro rata share): 2025 159 195,281 16.29 % $ 71.54 13.58 % 2026 145 189,609 15.82 % $ 74.10 13.66 % 2027 129 173,144 14.45 % $ 89.57 15.07 % 2028 104 154,682 12.91 % $ 87.05 13.09 % 2029 88 104,692 8.74 % $ 87.78 8.93 % 2030 64 85,671 7.15 % $ 97.76 8.14 % 2031 30 41,797 3.49 % $ 75.00 3.05 % 2032 51 78,099 6.52 % $ 104.76 7.95 % 2033 35 55,634 4.64 % $ 86.90 4.70 % 2034 39 66,118 5.52 % $ 95.92 6.16 % 12 Big Boxes and Anchors: Year Ending December 31, Number of Leases Expiring Approximate GLA of Leases Expiring(1) % of Total Leased GLA Represented by Expiring Leases(1) Ending Base Rent per Square Foot of Expiring Leases(1) % of Base Rent Represented by Expiring Leases(1) Consolidated Centers (at the Company's pro rata share): 2025 27 1,585,933 15.42 % $ 11.35 10.76 % 2026 33 1,453,864 14.13 % $ 13.74 11.95 % 2027 42 1,310,568 12.74 % $ 22.45 17.59 % 2028 22 941,158 9.15 % $ 17.05 9.59 % 2029 20 749,327 7.28 % $ 18.89 8.46 % 2030 18 937,880 9.12 % $ 8.80 4.94 % 2031 11 600,117 5.83 % $ 15.16 5.44 % 2032 6 242,800 2.36 % $ 18.02 2.61 % 2033 11 385,674 3.75 % $ 24.17 5.57 % 2034 13 569,519 5.54 % $ 15.81 5.38 % Unconsolidated Joint Venture Centers (at the Company's pro rata share): 2025 12 148,754 8.05 % $ 37.12 10.45 % 2026 16 256,400 13.88 % $ 40.96 19.88 % 2027 10 140,723 7.62 % $ 27.15 7.23 % 2028 10 229,425 12.42 % $ 24.78 10.76 % 2029 11 219,420 11.88 % $ 21.57 8.96 % 2030 9 204,131 11.05 % $ 16.38 6.33 % 2031 5 178,636 9.67 % $ 18.32 6.19 % 2032 2 17,959 0.97 % $ 52.56 1.79 % 2033 8 68,758 3.72 % $ 53.24 6.93 % 2034 4 60,043 3.25 % $ 31.15 3.54 % _______________________________________________________________________________ (1) The ending base rent per square foot on leases expiring during the period represents the final year minimum rent, on a cash basis, for tenant leases expiring during the year.
Biggest change(4) The average base rent per square foot on leases expiring during the year represents the actual rent to be paid on a per square foot basis during the final twelve months of the lease. 12 Lease Expirations: The following tables show scheduled lease expirations for Centers owned as of December 31, 2025 for the next ten years, assuming that none of the tenants exercise renewal options: Mall Stores and Freestanding Stores under 10,000 square feet: Year Ending December 31, Number of Leases Expiring Approximate GLA of Leases Expiring(1) % of Total Leased GLA Represented by Expiring Leases(1) Ending Base Rent per Square Foot of Expiring Leases(1) % of Base Rent Represented by Expiring Leases(1) Consolidated Centers (at the Company's pro rata share): 2026 289 720,097 15.60 % $ 70.67 14.95 % 2027 318 749,474 16.24 % $ 66.58 14.66 % 2028 261 650,852 14.10 % $ 65.56 12.53 % 2029 369 842,276 18.25 % $ 70.28 17.39 % 2030 252 550,185 11.92 % $ 76.69 12.39 % 2031 123 329,944 7.15 % $ 78.40 7.60 % 2032 69 171,140 3.71 % $ 80.07 4.03 % 2033 74 229,077 4.96 % $ 72.91 4.91 % 2034 60 124,002 2.69 % $ 126.81 4.62 % 2035 84 248,065 5.38 % $ 95.18 6.94 % Unconsolidated Joint Venture Centers (at the Company's pro rata share): 2026 108 121,918 10.75 % $ 72.91 8.75 % 2027 117 157,779 13.92 % $ 91.44 14.19 % 2028 118 180,453 15.92 % $ 78.77 13.98 % 2029 120 139,384 12.29 % $ 82.59 11.33 % 2030 104 135,444 11.95 % $ 91.87 12.24 % 2031 56 89,931 7.93 % $ 75.28 6.66 % 2032 59 85,555 7.55 % $ 102.96 8.67 % 2033 39 58,832 5.19 % $ 87.83 5.08 % 2034 43 78,517 6.93 % $ 101.18 7.82 % 2035 63 85,889 7.58 % $ 133.48 11.28 % 13 Big Boxes and Anchors: Year Ending December 31, Number of Leases Expiring Approximate GLA of Leases Expiring(1) % of Total Leased GLA Represented by Expiring Leases(1) Ending Base Rent per Square Foot of Expiring Leases(1) % of Base Rent Represented by Expiring Leases(1) Consolidated Centers (at the Company's pro rata share): 2026 11 324,348 4.61 % $ 27.31 6.80 % 2027 27 1,103,053 15.66 % $ 19.57 16.57 % 2028 18 638,272 9.06 % $ 18.05 8.84 % 2029 23 580,967 8.25 % $ 27.07 12.07 % 2030 24 1,247,306 17.71 % $ 9.70 9.29 % 2031 17 958,132 13.60 % $ 14.65 10.77 % 2032 10 381,159 5.41 % $ 22.46 6.57 % 2033 12 419,623 5.96 % $ 24.94 8.03 % 2034 11 443,815 6.30 % $ 22.16 7.55 % 2035 14 946,635 13.44 % $ 18.64 13.54 % Unconsolidated Joint Venture Centers (at the Company's pro rata share): 2026 9 62,803 4.48 % $ 49.26 7.65 % 2027 6 103,667 7.39 % $ 32.02 8.21 % 2028 8 205,678 14.66 % $ 22.13 11.26 % 2029 8 189,901 13.54 % $ 18.71 8.79 % 2030 11 215,793 15.38 % $ 17.18 9.17 % 2031 11 339,184 24.18 % $ 22.19 18.61 % 2032 2 17,959 1.28 % $ 52.56 2.33 % 2033 7 58,263 4.15 % $ 58.94 8.49 % 2034 4 60,304 4.30 % $ 31.01 4.62 % 2035 11 149,112 10.63 % $ 56.59 20.87 % _______________________________________________________________________________ (1) The ending base rent per square foot on leases expiring during the period represents the final year minimum rent, on a cash basis, for tenant leases expiring during the year.
The Company offers full-time employees a strong benefits package, including: • Company-matched retirement savings through tax-advantaged 401(k) plans; • an employee stock purchase program; • a tax-advantaged 529 educational savings program; • Company-matched donor advised fund to support philanthropic efforts of employees; • paid vacation, sick time and company observed holidays; • paid time off for employees to bond with a new child; 15 • paid time off for volunteer efforts; • comprehensive benefits, including medical, dental and vision insurance; basic life and long-term disability insurance; and critical illness coverage and supplemental accident insurance; • healthcare and dependent care flexible spending accounts; • new employee referral bonus awards; and • financial, legal, family or personal assistance through the employee assistance program.
The Company offers full-time employees a strong benefits package, including: • Company-matched retirement savings through tax-advantaged 401(k) plans; • an employee stock purchase program; • a tax-advantaged 529 educational savings program; • Company-matched donor advised fund to support philanthropic efforts of employees; • paid vacation, sick time and company observed holidays; • paid time off for employees to bond with a new child; • paid time off for volunteer efforts; • comprehensive benefits, including medical, dental and vision insurance; basic life and long-term disability insurance; and critical illness coverage and supplemental accident insurance; • healthcare and dependent care flexible spending accounts; • new employee referral bonus awards; and • financial, legal, family or personal assistance through the employee assistance program.
The following documents relating to Corporate Governance are available on the Company's website at www.macerich.com under "Investors—Corporate Governance": 16 Guidelines on Corporate Governance Code of Business Conduct and Ethics Code of Ethics for CEO and Senior Financial Officers Audit Committee Charter Compensation Committee Charter Executive Committee Charter Nominating and Corporate Governance Committee Charter You may also request copies of any of these documents by writing to: Attention: Corporate Secretary The Macerich Company 401 Wilshire Blvd., Suite 700 Santa Monica, CA 90401
The following documents relating to Corporate Governance are available on the Company's website at www.macerich.com under "Investors—Corporate Governance": Guidelines on Corporate Governance Code of Business Conduct and Ethics Code of Ethics for CEO and Senior Financial Officers Audit Committee Charter Compensation Committee Charter Executive Committee Charter Nominating and Corporate Governance Committee Charter You may also request copies of any of these documents by writing to: Attention: Corporate Secretary The Macerich Company 401 Wilshire Blvd., Suite 700 Santa Monica, CA 90401
The Company has implemented operational protocols at each of its Centers and its offices that are designed to ensure the safety of its employees, tenants, service providers and shoppers. Seasonality The shopping center industry is seasonal in nature, particularly in the fourth quarter during the holiday season when retailer occupancy and retail sales are typically at their highest levels.
The Company has implemented operational protocols at each of its Centers and its offices that are designed to ensure the safety of its employees, tenants, service providers and shoppers. 17 Seasonality The shopping center industry is seasonal in nature, particularly in the fourth quarter during the holiday season when retailer occupancy and retail sales are typically at their highest levels.
ITEM 1. BUSINESS General The Company is involved in the acquisition, ownership, development, redevelopment, management and leasing of regional and community/power shopping centers located throughout the United States. The Company is the sole general partner of, and owns a majority of the ownership interests in, The Macerich Partnership, L.P., a Delaware limited partnership (the "Operating Partnership").
ITEM 1. BUSINESS General The Company is involved in the acquisition, ownership, development, redevelopment, management and leasing of regional and community/power shopping centers located throughout the United States. The Company is the sole general partner of, and owns a majority of the ownership interests in, The Macerich Partnership, L.P., a Delaware limited partnership (the 3 "Operating Partnership").
As an equal opportunity employer, it is committed to recognition and inclusion and rewards its employees based on merit and their contributions in accordance with the principles and requirements of the Equal Employment Opportunities Commission and the principles and requirements of the ADA.
As an equal opportunity employer, it is committed to recognition and inclusion and rewards its employees based on merit and their contributions in accordance with the principles and requirements of the Equal Employment Opportunity Commission and the principles and requirements of the ADA.
In connection with the commencement of a separate “at the market” offering program on November 12, 2024, which is referred to as the “2024 ATM Program,” the Company entered into an equity distribution agreement with certain sales agents pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $500.0 million.
In connection with the commencement of an “at the market” offering program on November 12, 2024, which is referred to as the “2024 ATM Program,” the Company entered into an equity distribution agreement with certain sales agents pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $500.0 million.
Each Center has environmental insurance covering eligible third-party losses, remediation and non-owned disposal sites, subject to a $100,000 retention and a $50 million three-year aggregate loss limit, with the exception of one Center, which has a $5 million ten-year aggregate loss limit. Some environmental losses are not covered by this insurance because they are uninsurable or not economically insurable.
Each Center has environmental insurance covering eligible third-party losses, remediation and non-owned disposal sites, subject to a $100,000 retention and a $50 million three-year aggregate loss limit, with the exception of one Center, which has a $5 million two-year aggregate loss limit. Some environmental losses are not covered by this insurance because they are uninsurable or not economically insurable.
The following table summarizes occupancy costs for Mall Store and Freestanding Store tenants in the Centers as a percentage of total sales for the years ended December 31, 2024, 2023 and 2022: For the Years Ended December 31, 2024 2023 2022 Consolidated Centers: Minimum rents 8.1 % 7.9 % 7.4 % Percentage rents 0.6 % 0.8 % 1.1 % Expense recoveries(1) 3.1 % 3.4 % 3.1 % 11.8 % 12.1 % 11.6 % Unconsolidated Joint Venture Centers: Minimum rents 7.6 % 7.1 % 6.5 % Percentage rents 1.0 % 1.1 % 1.0 % Expense recoveries(1) 3.2 % 2.9 % 2.8 % 11.8 % 11.1 % 10.3 % (1) Represents real estate tax and common area maintenance charges. 10 The following tables set forth the average base rent per square foot for the Centers, as of December 31 for each of the past three years: Mall Stores and Freestanding Stores under 10,000 square feet: For the Years Ended December 31, Avg.
The following table summarizes occupancy costs for Mall Store and Freestanding Store tenants in the Centers as a percentage of total sales for the years ended December 31, 2025, 2024 and 2023: 10 For the Years Ended December 31, 2025 2024 2023 Consolidated Centers: Minimum rents 8.1 % 8.1 % 7.9 % Percentage rents 0.6 % 0.6 % 0.8 % Expense recoveries(1) 3.1 % 3.1 % 3.4 % 11.8 % 11.8 % 12.1 % Unconsolidated Joint Venture Centers: Minimum rents 7.4 % 7.6 % 7.1 % Percentage rents 0.9 % 1.0 % 1.1 % Expense recoveries(1) 3.3 % 3.2 % 2.9 % 11.6 % 11.8 % 11.1 % (1) Represents real estate tax and common area maintenance charges. 11 The following tables set forth the average base rent per square foot for the Centers, as of December 31 for each of the past three years: Mall Stores and Freestanding Stores under 10,000 square feet: For the Years Ended December 31, Avg.
In addition, while the Company or the relevant joint venture, as applicable, carry specific earthquake insurance on the Centers located in California, the policies are subject to a deductible equal to 5% of the total insured value of each Center, a $150,000 per occurrence minimum and a combined annual aggregate loss limit of $100 million on these Centers.
In addition, while the Company or the relevant joint venture, as applicable, carry specific earthquake insurance on the Centers located in California, the policies are subject to a deductible equal to 5% of the total insured value of each Center, a $130,000 per occurrence minimum and a combined annual aggregate loss limit of $100 million on these Centers.
The Company’s joint venture in FlatIron Crossing, a 1,390,000 square foot regional retail center in Broomfield, Colorado, is developing luxury, multi-family residential units, new/repurposed retail and food and beverage uses, and a community plaza, in addition to the redevelopment of the vacant former Nordstrom store located on the property.
The Company’s joint venture in FlatIron Crossing, a 1,399,000 square foot regional retail center in Broomfield, Colorado, is developing luxury, multi-family residential units, new/repurposed retail and food and beverage uses, and a community plaza, in addition to the redevelopment of the vacant former Nordstrom store located on the property.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” together with the Company’s Consolidated Financial Statements, including the 14 related notes included therein, for a discussion of material information relevant to an assessment of the Company’s financial condition and results of operations, including, to the extent material, the effects that compliance with governmental regulations may have upon its capital expenditures and earnings.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” together with the Company’s Consolidated Financial Statements, including the 15 related notes included therein, for a discussion of material information relevant to an assessment of the Company’s financial condition and results of operations, including, to the extent material, the effects that compliance with governmental regulations may have upon its capital expenditures and earnings.
Business of the Company Strategy: In the second quarter of 2024, the Company announced the Path Forward Plan, which is a multi-pronged strategy to improve the Company’s balance sheet, while also making inward-facing enhancements to both bolster company culture and improve key business processes to gain operating efficiencies.
Business of the Company Strategy: In the second quarter of 2024, the Company unveiled the Path Forward Plan, which is a multi-pronged strategy to improve the Company’s balance sheet, while also making inward-facing enhancements to both bolster company culture and improve key business processes to gain operating efficiencies.
Essential goals of the Path Forward Plan include: • Deleverage the capital structure, with a focus on reducing the Company’s Net Debt to Adjusted EBITDA leverage ratio over the next three to four years; • Invest in and fortify the Company’s key assets in the portfolio; • Proactively consolidate selected joint venture assets over time that are core to the Company’s overall strategy; • Deliver a post-deleveraging Funds From Operations launch point goal over the next three to four years; • Achieve outstanding operational results through rigorous internal process improvements; and • Position the Company to take an offensive stance on acquisitions, reinvestment and selected development.
Essential goals of the Path Forward Plan include: • Deleverage the capital structure, with a focus on reducing the Company’s Net Debt to Adjusted EBITDA leverage ratio over the next two to three years; • Invest in and fortify the Company’s key assets in the portfolio; • Proactively consolidate selected joint venture assets over time that are core to the Company’s overall strategy; • Deliver a post-deleveraging Funds From Operations launch point goal over the next two to three years; • Achieve outstanding operational results through rigorous internal process improvements; and • Position the Company to take an offensive stance on strategic acquisitions, reinvestment and targeted development.
However, the policies are subject to a deductible equal to 2% of the total insured value of each Center, a $150,000 per occurrence minimum and a combined annual aggregate loss limit of $100 million on these Centers.
However, the policies are subject to a deductible equal to 2% of the total insured value of each Center, a $130,000 per occurrence minimum and a combined annual aggregate loss limit of $100 million on these Centers.
As of December 31, 2024, approximately 58% of the Company’s employees identified as female. Of the total employee population, approximately 30% identified as belonging to an underrepresented group.
As of December 31, 2025, approximately 58% of the Company’s employees identified as female. Of the total employee population, approximately 30% identified as belonging to an underrepresented group.
These 43 Centers average approximately 990,000 square feet of GLA and range in size from 3.3 million square feet of GLA at Tysons Corner Center to 205,000 square feet of GLA at Boulevard Shops.
These 38 Centers average approximately 1,000,000 square feet of GLA and range in size from 3.3 million square feet of GLA at Tysons Corner Center to 205,000 square feet of GLA at Boulevard Shops.
Major Tenants: For the year ended December 31, 2024, the Centers derived approximately 73% of their total rents from Mall Stores and Freestanding Stores under 10,000 square feet and 27% of their total rents from Big Box and Anchor tenants. Total rents as set forth in "Item 1. Business" include minimum rents and percentage rents.
Major Tenants: For the year ended December 31, 2025, the Centers derived approximately 73% of their total rents from Mall Stores and Freestanding Stores under 10,000 square feet and 27% of their total rents from Big Box and Anchor tenants. Total rents as set forth in "Item 1.
In alignment with its commitment to invest in talent development, in 2024, the Company launched a performance management platform that supports objective and key result tracking, performance reviews, 1-on-1 meetings between employees and managers, and peer-to-peer recognition.
In alignment with its commitment to invest in talent development, in 2025, the Company continued its performance management platform that supports objective and key result tracking, performance reviews, 1-on-1 meetings between employees and managers, and peer-to-peer recognition.
The project will include new exterior shops and facade totaling approximately 385,000 square feet of leasing, including new grocery use, redevelopment of a vacant anchor building and demolition of another vacant anchor building. The total cost of the project is estimated to be between $120.0 million and $140.0 million.
The project will include new exterior shops and facade totaling approximately 375,000 square feet of leasing, including new grocery use, redevelopment of a vacant anchor building and demolition of another vacant anchor building. The total cost of the project is estimated to be between $130.0 million and $150.0 million.
Ft. on Leases Expiring During the Year(2)(4) Number of Leases Expiring During the Year Consolidated Centers (at the Company's pro rata share): 2024 $ 14.85 $ 13.59 18 $ 21.14 23 2023 $ 16.65 $ 21.85 34 $ 29.67 15 2022 $ 15.95 $ 22.68 18 $ 32.15 14 Unconsolidated Joint Venture Centers (at the Company's pro rata share): 2024 $ 24.83 $ 87.30 12 $ 41.53 13 2023 $ 16.40 $ 30.90 25 $ 13.60 21 2022 $ 16.23 $ 27.77 11 $ 15.81 12 _____________________ (1) Average base rent per square foot is based on spaces occupied as of December 31 for each of the Centers and gives effect to the terms of each lease in effect, as of such date, including any concessions, abatements and other adjustments or allowances that have been granted to the tenants.
Ft. on Leases Expiring During the Year(2)(4) Number of Leases Expiring During the Year Consolidated Centers (at the Company's pro rata share): 2025 $ 17.20 $ 16.48 55 $ 12.08 27 2024 $ 14.85 $ 13.59 18 $ 21.14 23 2023 $ 16.65 $ 21.85 34 $ 29.67 15 Unconsolidated Joint Venture Centers (at the Company's pro rata share): 2025 $ 26.16 $ 37.81 21 $ 27.72 18 2024 $ 24.83 $ 87.30 12 $ 41.53 13 2023 $ 16.40 $ 30.90 25 $ 13.60 21 _____________________ (1) Average base rent per square foot is based on spaces occupied as of December 31 for each of the Centers and gives effect to the terms of each lease in effect, as of such date, including any concessions, abatements and other adjustments or allowances that have been granted to the tenants.
The Company has incurred $9.1 million of the total $17.9 million incurred by the joint venture as of December 31, 2024. The anticipated opening will be in phases beginning in 2027. Other Transactions and Events: The Company declared a cash dividend of $0.17 per share of its common stock for each quarter in the year ended December 31, 2024.
The Company has incurred approximately $30.6 million of the total $64.2 million incurred by the joint venture as of December 31, 2025. The anticipated opening will be in phases beginning in 2027. Other Transactions and Events: The Company declared a cash dividend of $0.17 per share of its common stock for each quarter in the year ended December 31, 2025.
Anchors accounted for approximately 7.2% of the Company's total rents for the year ended December 31, 2024. 13 The following table identifies each Anchor, each parent company that owns multiple Anchors and the number of square feet owned or leased by each such Anchor or parent company in the Company's portfolio at December 31, 2024.
Anchors accounted for approximately 6.9% of the Company's total rents for the year ended December 31, 2025. 14 The following table identifies each Anchor, each parent company that owns multiple Anchors and the number of square feet owned or leased by each such Anchor or parent company in the Company's portfolio at December 31, 2025.
During the twelve months ended December 31, 2024, the Company sold 3.7 million shares of common stock for approximately $69.1 million of net proceeds through the 2024 ATM Program at a weighted average price of $18.68. As of December 31, 2024, the Company had approximately $429.3 million of gross sales of its common stock available under the 2024 ATM Program.
During the twelve months ended December 31, 2025, the Company sold 3.1 million shares of common stock for approximately $53.9 million of net proceeds through the 2024 ATM Program at a weighted average price of $18.04. As of December 31, 2025, the Company had approximately $374.1 million of gross sales of its common stock available under the 2024 ATM Program.
The mezzanine loan had an interest rate of SOFR plus 12.25% and the first mortgage has an interest rate of SOFR plus 2.90% for a weighted average aggregate interest rate of SOFR plus 3.70%.
The mezzanine loan had an interest rate of SOFR plus 12.25% and the first mortgage had an interest rate of SOFR plus 2.90% for a weighted average aggregate interest rate of SOFR plus 3.70%. The interest rate on the first mortgage was SOFR plus 2.90% during the extension period.
On February 14, 2025, the Company announced a first quarter cash dividend of $0.17 per share of its common stock, which will be paid on March 18, 2025 to stockholders of record on March 4, 2025. The dividend amount will be reviewed by the Board on a quarterly basis.
On February 12, 2026, the Company announced a first quarter cash dividend of $0.17 per share of its common stock, which will be paid on March 30, 2026 to stockholders of record on March 16, 2026. The dividend amount will be reviewed by the Board on a quarterly basis.
Ft. on Leases Expiring During the Year(2)(4) Consolidated Centers (at the Company's pro rata share): 2024 $ 65.62 $ 61.16 $ 61.45 2023 $ 61.66 $ 58.97 $ 50.14 2022 $ 60.72 $ 56.63 $ 56.44 Unconsolidated Joint Venture Centers (at the Company's pro rata share): 2024 $ 76.11 $ 86.78 $ 64.79 2023 $ 70.42 $ 64.42 $ 55.74 2022 $ 67.37 $ 69.88 $ 62.72 Big Box and Anchors: For the Years Ended December 31, Avg.
Ft. on Leases Expiring During the Year(2)(4) Consolidated Centers (at the Company's pro rata share): 2025 $ 66.92 $ 66.54 $ 64.94 2024 $ 65.62 $ 61.16 $ 61.45 2023 $ 61.66 $ 58.97 $ 50.14 Unconsolidated Joint Venture Centers (at the Company's pro rata share): 2025 $ 79.47 $ 86.41 $ 67.92 2024 $ 76.11 $ 86.78 $ 64.79 2023 $ 70.42 $ 64.42 $ 55.74 Big Box and Anchors: For the Years Ended December 31, Avg.
As of December 31, 2024, the Operating Partnership owned or had an ownership interest in 40 3 regional retail centers (including office, hotel and residential space adjacent to these shopping centers), two community/power shopping centers and one redevelopment property.
As of December 31, 2025, the Operating Partnership owned or had an ownership interest in 37 regional retail centers (including office, hotel and residential space adjacent to these shopping centers) and one community/power shopping center.
One component of the Company's growth strategy is its ability to redevelop acquired properties. On a selective basis, the Company's business strategy may include mixed-use densification to maximize space at the Company’s Regional Retail Centers, including by developing available land at the Regional Retail Centers or by demolishing underperforming department store boxes and redeveloping the land.
On a selective basis, the Company's business strategy may include mixed-use densification to maximize space at the Company’s Regional Retail Centers, including by developing available land at the Regional Retail Centers or by demolishing underperforming department store boxes and redeveloping the land.
The Company's ownership percentage is expected to be 43.4% in the residential portion of the development and 51.0% in the remainder of the property. The total cost of the project is estimated to be between $240.0 million and $260.0 million, with $120.0 million to $130.0 million estimated to be the Company’s pro rata share.
The Company's ownership percentage is 43.4% in the residential portion of the development and 51.0% in the remainder of the property. The total cost of the project is estimated to be between $245.0 million and $265.0 million, with $125.0 million to $135.0 million estimated to be the Company’s pro rata share.
The Company recognized a gain on extinguishment of debt of $14.4 million upon the repayment of the loan. On February 7, 2025, the Company's joint venture in Flatiron Crossing repaid in full the $14.5 million mezzanine loan and $14.5 million of the first mortgage, and obtained a 90-day extension for the remaining $140.5 million of the first mortgage.
Financing Activities: On February 7, 2025, the Company's joint venture in Flatiron Crossing repaid in full the $14.5 million mezzanine loan and $14.5 million of the first mortgage, and obtained a 90-day extension for the remaining $140.5 million of the first mortgage.
The Centers: As of December 31, 2024, the Centers primarily included 40 Regional Retail Centers (including office, hotel and residential space adjacent to these shopping centers), two Community/Power Shopping Centers and one redevelopment property totaling approximately 43 million square feet of GLA.
The Centers: As of December 31, 2025, the Centers primarily included 37 Regional Retail Centers (including office, hotel and residential space adjacent to these shopping centers) and one Community/Power Shopping Center totaling approximately 39 million square feet of GLA.
These 43 regional retail centers, community/power shopping centers and one redevelopment property consist of approximately 43 million square feet of gross leasable area (“GLA”) and are referred to herein as the “Centers”. The Centers consist of consolidated Centers (“Consolidated Centers”) and unconsolidated joint venture Centers (“Unconsolidated Joint Venture Centers”), as set forth in “Item 2.
These 38 regional retail centers and the community/power shopping center consist of approximately 39 million square feet of gross leasable area (“GLA”) and are referred to herein as the “Centers”. The Centers consist of consolidated Centers (“Consolidated Centers”) and unconsolidated joint venture Centers (“Unconsolidated Joint Venture Centers”), as set forth in “Item 2. Properties,” unless the context otherwise requires.
The Company, with oversight from senior management and its Board of Directors, puts great effort into cultivating an inclusive company culture that attracts top talent and creates an environment that fosters collaboration and innovation, while providing professional development opportunities and training.
In 2025, the Company's workforce turnover rate was 14.3%, which includes all employees. The Company, with oversight from senior management and its Board of Directors, puts great effort into cultivating an inclusive company culture that attracts top talent and creates an environment that fosters collaboration and innovation, while providing professional development opportunities and training.
The Company continually assesses and fine tunes each Center's tenant mix, identifies and replaces underperforming tenants and seeks to optimize existing tenant sizes and configurations. On a selective basis, the Company provides property management and leasing services for third parties. The Company currently manages two community centers for third-party owners on a fee basis. Redevelopment.
In addition, the Company may utilize third party leasing brokers on a selective basis. The Company continually assesses and fine tunes each Center's tenant mix, identifies and replaces underperforming tenants and seeks to optimize existing tenant sizes and configurations. On a selective basis, the Company provides property management and leasing services for third parties.
The Company believes that this strategy results in the optimal operation, tenant mix and drawing power of each Center, as well as the ability to quickly respond to changing competitive conditions of the Center's trade area. The Company believes that on-site property managers can most effectively operate the Centers.
In addition, the Company emphasizes a philosophy of decentralized property management, leasing and marketing performed by on-site professionals. The Company believes that this strategy results in the optimal operation, tenant mix and drawing power of each Center, as well as the ability to quickly respond to changing competitive conditions of the Center's trade area.
Employees and Human Capital As of December 31, 2024, the Company had approximately 616 employees, of which 615 were full-time and one was part-time.
Employees and Human Capital As of December 31, 2025, the Company had approximately 598 employees, of which 596 were full-time and two were part-time.
The Company continues to collect rent under the terms of an agreement regarding two of these vacant Anchors. (2) The Company owns an office building and two stores located at shopping centers not owned by the Company. Of these two stores, one is leased to Kohl's, and one has been leased for non-Anchor usage.
The Company continues to collect rent under the terms of an agreement regarding two of these vacant Anchors. (2) The Company owns one store located at a shopping center not owned by the Company, which is leased to Kohl's.
Based on its semi-annual survey of employees, the Company believes that relations with its employees are good, noting an employee Net Promoter Score ("NPS") of 77, a score measured "excellent" by Bain & Company's NPS scoring framework.
Based on its semi-annual survey of employees, the Company believes that relations with its employees are good, noting an employee Net Promoter Score ("NPS") of 55, a score measured "excellent" by Bain & Company's NPS scoring framework. 16 As of December 31, 2025, the average tenure of the Company's employees was approximately 10.9 years and that of the Company's senior management was 16.3 years.
However, certain leases for Mall Stores and Freestanding Stores contain provisions that require tenants to pay their pro rata share of maintenance of the common areas, property taxes, insurance, advertising and other expenditures related to the operations of the Center. 9 Tenant space of 10,000 square feet and under in the Company's portfolio at December 31, 2024 comprises approximately 60% of all Mall Store and Freestanding Store space.
However, certain leases for Mall Stores and Freestanding Stores contain provisions that require tenants to pay their pro rata share of maintenance of the common areas, property taxes, insurance, advertising and other expenditures related to the operations of the Center.
For the twelve months ended December 31, 2024, the Company and certain joint venture partners sold various land parcels in separate transactions, resulting in the Company's share of the gain on sale of land of $2.8 million.
The Company used the total net proceeds of $29.7 million from these two transactions for general corporate purposes. For the twelve months ended December 31, 2025, the Company and certain joint venture partners sold various land parcels in separate transactions, resulting in the Company's share of the gain on sale of land of $7.1 million.
Asset sales will focus on whether a property is core to the Company’s strategy and may include defaulting on certain mortgage debts on the Company’s properties and giving possession of such secured properties to the lender. 7 Further, the Company has a long-term four-pronged business strategy that focuses on the acquisition, leasing and management, redevelopment and development of Regional Retail Centers.
Asset sales will focus on whether a property is core to the Company’s strategy and may include defaulting on certain mortgage debts on the Company’s properties and giving possession of such secured properties to the lender.
The following retailers (including their subsidiaries) represent the 10 largest tenants in the Centers based upon total rents in place as of December 31, 2024: Tenant Primary DBAs Number of Locations in the Portfolio % of Total Rents Victoria's Secret & Co. Pink, Victoria's Secret 40 2.1 % Foot Locker, Inc.
Business" include minimum rents and percentage rents. 9 The following retailers (including their subsidiaries) represent the 10 largest tenants in the Centers based upon total rents in place as of December 31, 2025: Tenant Primary DBAs Number of Locations in the Portfolio % of Total Rents Dick's Sporting Goods, Inc.
Mall Stores and Freestanding Stores over 10,000 square feet of GLA are also referred to as "Big Box." Anchors, Mall Stores, Freestanding Stores and other tenants typically contribute funds for the maintenance of the common areas, property taxes, insurance, advertising and other expenditures related to the operation of the shopping center.
Mall Stores and Freestanding Stores over 10,000 square feet of GLA are also referred to as "Big Box." Anchors, Mall Stores, Freestanding Stores and other tenants typically contribute funds for the maintenance of the common areas, property taxes, insurance, advertising and other expenditures related to the operation of the shopping center. 6 Regional Retail Centers: A Regional Retail Center draws from its trade area by offering a variety of fashion merchandise, hard goods and services and entertainment, often in an enclosed, climate controlled environment with convenient parking.
Each Center's property manager is responsible for overseeing the operations, marketing, maintenance and security functions at the Center. Property managers focus special attention on controlling operating costs, a key element in the profitability of the Centers, and seek to develop strong relationships with, and be responsive to, the needs of retailers.
Property managers focus special attention on controlling operating costs, a key element in the profitability of the Centers, and seek to develop strong relationships with, and be responsive to, the needs of retailers. The Company generally utilizes regionally located leasing managers to better understand the market and the community in which a Center is located.
As of December 31, 2024, the Centers primarily included 146 Anchors totaling approximately 20.0 million square feet of GLA and approximately 5,000 Mall Stores and Freestanding Stores totaling approximately 21.1 million square feet of GLA. 8 Competition: Numerous owners, developers and managers of malls, shopping centers and other retail-oriented real estate compete with the Company for the acquisition of properties and in attracting tenants or Anchors to occupy space.
Competition: Numerous owners, developers and managers of malls, shopping centers and other retail-oriented real estate compete with the Company for the acquisition of properties and in attracting tenants or Anchors to occupy space.
For this reason, the Company has developed a fully integrated real estate organization with in-house acquisition, accounting, development, finance, information technology, leasing, legal, marketing, property management and redevelopment expertise. In addition, the Company emphasizes a philosophy of decentralized property management, leasing and marketing performed by on-site professionals.
The Company believes that the shopping center business requires specialized skills across a broad array of disciplines for effective and profitable operations. For this reason, the Company has developed a fully integrated real estate organization with in-house acquisition, accounting, development, finance, information technology, leasing, legal, marketing, property management and redevelopment expertise.
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” for a further discussion of the Company’s anticipated liquidity needs, and the measures taken by the Company to meet those needs. 6 The Shopping Center Industry General: There are several types of retail shopping centers, which are differentiated primarily based on size and marketing strategy.
See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” for a further discussion of the Company’s anticipated liquidity needs, and the measures taken by the Company to meet those needs.
The Company has incurred $25.9 million of the total $51.8 million incurred by the joint venture as of December 31, 2024. The opening will be in phases which began in 2024, with anticipated completion in 2025. The Company is redeveloping the northeast quadrant of Green Acres Mall, a 2,058,000 square foot regional retail center in Valley Stream, New York.
The opening will be in phases which began in 2024, with anticipated completion in 2027. The majority of tenants are expected to be open in 2026, with a few remaining tenants expected to open in early 2027. The Company is redeveloping the northeast quadrant of Green Acres Mall, a 1,913,000 square foot regional retail center in Valley Stream, New York.
The Company’s joint venture in Scottsdale Fashion Square, a 1,875,000 square foot regional retail center in Scottsdale, Arizona, is redeveloping a two-level Nordstrom wing with luxury-focused retail and restaurant uses. The total cost of the project is estimated to be between $84.0 million and $90.0 million, with $42.0 million to $45.0 million estimated to be the Company’s pro rata share.
The Company’s joint venture is in negotiations with the lender on the terms of this loan. 5 Redevelopment and Development Activities: The Company’s joint venture in Scottsdale Fashion Square, a 1,879,000 square foot regional retail center in Scottsdale, Arizona, is redeveloping a two-level Nordstrom wing with luxury-focused retail and restaurant uses.
Macy's 31 4,132,000 1,718,000 5,850,000 Bloomingdale's 1 — 253,000 253,000 32 4,132,000 1,971,000 6,103,000 JCPenney 23 1,345,000 2,191,000 3,536,000 Dillard's 11 2,133,000 — 2,133,000 Nordstrom 7 266,000 941,000 1,207,000 Dick's Sporting Goods 15 — 1,003,000 1,003,000 Target 5 304,000 377,000 681,000 Forever 21 5 — 464,000 464,000 Home Depot 3 102,000 274,000 376,000 Primark 6 — 351,000 351,000 Costco 2 155,000 167,000 322,000 Scheels All Sports 1 253,000 — 253,000 Burlington 3 100,000 140,000 240,000 BJ's Wholesale Club 2 116,000 123,000 239,000 Von Maur 2 187,000 — 187,000 Walmart 1 — 173,000 173,000 La Curacao 1 — 165,000 165,000 Kohl's 1 — 81,000 81,000 Manor House 1 163,000 163,000 Boscov's 1 — 161,000 161,000 Lowe's 1 — 114,000 114,000 Neiman Marcus 1 — 100,000 100,000 Belk 1 — 87,000 87,000 Mercado de los Cielos 1 — 78,000 78,000 Vacant Anchors(1) 19 — 1,729,000 1,729,000 Total 145 9,093,000 10,853,000 19,946,000 Anchors at Centers not owned by the Company(2): Kohl's 1 — 82,000 82,000 Total 146 9,093,000 10,935,000 20,028,000 _______________________________ (1) The Company is actively seeking replacement tenants or has entered into replacement leases for many of these vacant sites and/or is currently executing on or considering redevelopment opportunities for these locations.
Macy's 30 4,157,000 1,355,000 5,512,000 Bloomingdale's 1 — 253,000 253,000 31 4,157,000 1,608,000 5,765,000 JCPenney 18 1,195,000 1,682,000 2,877,000 Dillard's 10 2,011,000 — 2,011,000 Nordstrom 6 266,000 819,000 1,085,000 Dick's Sporting Goods 11 — 765,000 765,000 Target 3 180,000 217,000 397,000 Primark 6 — 351,000 351,000 Belk 2 — 305,000 305,000 Dick's House of Sport 2 121,000 144,000 265,000 Scheels All Sports 1 253,000 — 253,000 Home Depot 2 102,000 141,000 243,000 Burlington 3 68,000 140,000 208,000 Walmart 1 — 173,000 173,000 Curacao 1 — 165,000 165,000 Boscov's 1 — 161,000 161,000 Furniture City 1 155,000 — 155,000 BJ's Wholesale Club 1 — 123,000 123,000 Lowe's 1 — 114,000 114,000 Neiman Marcus 1 — 100,000 100,000 Von Maur 1 86,000 — 86,000 Kohl's 1 — 81,000 81,000 Mercado de los Cielos 1 — 78,000 78,000 Seafood City Supermarket 1 — 66,000 66,000 Going, Going, Gone! 1 — 41,000 41,000 Vacant Anchors(1) 19 — 2,343,000 2,343,000 Total 126 8,594,000 9,617,000 18,211,000 Anchor at Center not owned by the Company(2): Kohl's 1 83,000 — 83,000 Total 127 8,677,000 9,617,000 18,294,000 _______________________________ (1) The Company is actively seeking replacement tenants or has entered into replacement leases for many of these vacant sites and/or is currently executing on or considering redevelopment opportunities for these locations.
Since implementation of the Path Forward Plan, the Company acquired its joint venture partner's interest in Arrowhead Towne Center, South Plains Mall, Lakewood Center, Los Cerritos Center and Washington Square (See "Acquisitions" in Recent Developments). Leasing and Management. The Company believes that the shopping center business requires specialized skills across a broad array of disciplines for effective and profitable operations.
As part of its implementation of the Path Forward Plan, the Company acquired its joint venture partner's interest in several key assets throughout 2024 that are core to the Company's overall strategy, including Arrowhead Towne Center, South Plains Mall, Lakewood Center, Los Cerritos Center and Washington Square. Leasing and Management.
Aerie, American Eagle Outfitters 35 1.5 % JD Sports Fashion Plc Finish Line, JD Sports, Shoe Palace 38 1.5 % SPARC Group LLC Aeropostale, Brooks Brothers, Eddie Bauer, Forever 21, Lucky Brand, and others 56 1.4 % Mall Stores and Freestanding Stores: Mall Store and Freestanding Store leases generally provide for tenants to pay rent comprised of a base (or "minimum") rent and a percentage rent based on sales.
Aerie, Offline by Aerie, American Eagle Outfitters 40 1.5 % H & M Hennes & Mauritz L.P. H&M 21 1.5 % Zara USA, Inc. Zara 7 1.5 % Mall Stores and Freestanding Stores: Mall Store and Freestanding Store leases generally provide for tenants to pay rent comprised of a base (or "minimum") rent and a percentage rent based on sales.
The Company used the net proceeds to pay down debt (See Note 16—Dispositions in the Notes to the Consolidated Financial Statements). On December 10, 2024, the Company sold The Oaks, a 1,206,000 square foot regional retail center in Thousand Oaks, California, for $157.0 million, which resulted in a loss on sale of assets of $6.9 million.
Dispositions: On March 27, 2025, the Company sold Wilton Mall, a 740,000 square foot regional retail center in Saratoga Springs, New York, for $24.8 million, which resulted in a loss on sale of assets of $2.9 million. The Company used the net proceeds to pay down debt and for other general corporate purposes.
The Company has incurred approximately $19.7 million as of December 31, 2024. The anticipated opening is in 2026.
The Company has incurred approximately $43.2 million as of December 31, 2025. The majority of the tenants are expected to open in 2026 or 2027.
Champs Sports, Foot Locker, House of Hoops by Foot Locker, Kids Foot Locker, and others 56 2.0 % Dick's Sporting Goods, Inc. Dick's Sporting Goods, Moosejaw 16 2.0 % Signet Jewelers Limited Banter by Piercing Pagoda, Blue Nile, Jared, Kay Jewelers, Zales 89 1.9 % The Gap, Inc.
Pink, Victoria's Secret 37 2.2 % Signet Jewelers Limited Banter by Piercing Pagoda, Blue Nile, Jared, Kay Jewelers, Kay Jewelers Outlet, Zales, Zales Outlet 82 1.9 % Abercrombie & Fitch Co. Abercrombie & Fitch, Abercrombie kids, Hollister Co. 46 1.8 % The Gap, Inc.
On October 28, 2024, the Company closed a $525.0 million, five-year refinance of the loan on Queens Center, which matures on November 6, 2029. The new loan replaced the existing $600.0 million loan, bears interest at a fixed rate of 5.37% and is interest only during the entire loan term.
The loan bears interest at a fixed rate of 5.58% and is interest only during the entire loan term.
The Company used its share of the proceeds from these sales of $6.1 million to pay down debt and for other general corporate purposes. The Company is under contract to sell Wilton Mall for $24.8 million, which is expected to close in the first half of 2025, subject to customary closing conditions. This asset is unencumbered.
The Company is under contract to sell La Cumbre Plaza, located in Santa Barbara, California, for $11.0 million, which is expected to close in the second quarter of 2026, subject to customary closing conditions. This asset is unencumbered.
Exhibits and Financial Statement Schedules." Recent Developments Acquisitions: On May 14, 2024, the Company acquired its joint venture partner's 40% interest in each of Arrowhead Towne Center and South Plains Mall for a purchase price of $36.4 million and the assumption of its joint venture partner's share of debt for each property.
Exhibits and Financial Statement Schedules." Recent Developments Acquisitions: On June 23, 2025, the Company acquired Crabtree Mall, a 1,321,000 square foot regional retail center in Raleigh, North Carolina, for a total purchase price of $290.0 million.
Athleta, Banana Republic, Gap, Gap Kids, Old Navy, and others 36 1.7 % LVMH, Inc. Louis Vuitton, Sephora, and others 31 1.7 % H & M Hennes & Mauritz L.P. H&M 23 1.5 % American Eagle Outfitters, Inc.
Athleta, Banana Republic, Banana Republic Factory Store, Gap, Gap Kids, Gap Factory Store, Old Navy, Old Navy Outlet 36 1.7 % LVMH, Inc. Bulgari, Dior, Louis Vuitton, Marc Jacobs, Sephora, Tiffany & Co. 28 1.6 % Primark US Corp Primark 7 1.6 % AE Outfitters Retail Co.
Removed
The Company now owns and has consolidated its 100% interests in Arrowhead Towne Center and South Plains Mall (See Note 15—Acquisitions in the Notes to the Consolidated Financial Statements). On May 17, 2024, the Company acquired the former Sears parcel located at Inland Center for $5.4 million (See Note 15—Acquisitions in the Notes to the Consolidated Financial Statements).
Added
The acquisition was initially funded with cash on hand and $100.0 million of borrowings on the Company's credit facility (See "Financing Activities" and Note 15—Acquisitions in the Notes to the Consolidated Financial Statements).
Removed
On October 24, 2024, the Company acquired its joint venture partner's 40% interest in the Pacific Premier Retail Trust portfolio, which includes Los Cerritos Center, Washington Square and Lakewood Center, for a net purchase price of approximately $122.1 million, which includes the assumption of the partner's share of property level indebtedness.
Added
On April 16, 2025, the Company sold a parcel at SanTan Adjacent in Gilbert, Arizona for $3.0 million, which resulted in a loss on sale of assets of $0.2 million. On April 28, 2025, the Company sold various parcels at SanTan Adjacent in Gilbert, Arizona for $24.5 million, which resulted in a gain on sale of assets of $0.1 million.
Removed
The Company now owns and has consolidated its 100% interests in these properties in its consolidated financial statements (See Note 15—Acquisitions in the Notes to the Consolidated Financial Statements).
Added
The Company used the net proceeds from these sales to pay down debt and for other general corporate purposes. On April 30, 2025, the Company sold SouthPark Mall, an 802,000 square foot regional retail center in Moline, Illinois, for $10.5 million, which resulted in a loss on sale of assets of $4.3 million.
Removed
Dispositions: On June 13, 2024, the partnership agreement between the Company and its joint venture partner was amended and as a result, the Company no longer accounts for its investment in Chandler Fashion Center as a financing arrangement.
Added
The Company used the net proceeds for general corporate purposes. This asset was unencumbered. On May 28, 2025, the Company sold Paradise Village Office Park in Phoenix, Arizona for $6.2 million, which resulted in a loss on sale of assets of $0.6 million. The Company used the net proceeds for general corporate purposes.
Removed
Effective June 13, 2024, the Company accounts for its investment in Chandler Fashion Center under the equity method of accounting (See Note 12—Financing Arrangement and Note 16—Dispositions in the Notes to the Consolidated Financial Statements).
Added
On June 11, 2025, the Company sold a former department store parcel located in Petaluma, California, for $2.6 million, which resulted in a gain on sale of assets of $2.0 million. The Company used the net proceeds for general corporate purposes.
Removed
On June 28, 2024, the Company's joint venture sold Country Club Plaza, a 971,000 square foot regional retail center in Kansas City, Missouri, for $175.6 million.
Added
On June 30, 2025, the Company sold 1010-1016 Market Street parcels at Fashion District Philadelphia in Philadelphia, Pennsylvania for $10.8 million, which resulted in a gain on sale of assets of $2.4 million. The Company used the net proceeds for general corporate purposes.
Removed
Concurrent with the sale, the remaining amount owed by the joint venture under the $295.5 million loan ($147.7 million at the Company's share) was forgiven by the lender (See Note 4—Investments In Unconsolidated Joint Ventures in the Notes to the Consolidated Financial Statements).
Added
On June 30, 2025, the Company sold its remaining 5% effective interest in Paradise Valley Mall in Phoenix, Arizona for $5.5 million, which resulted in a loss on sale of assets of $1.2 million. The Company used the proceeds for general corporate purposes.
Removed
On June 28, 2024, the Company sold a former department store parcel at Valle Vista Mall in Harlingen, Texas for $7.1 million. The Company used the net proceeds to pay down debt. The Company recognized a gain on sale of assets of $0.8 million (See "Liquidity and Capital Resources" and Note 16—Dispositions in the Notes to the Consolidated Financial Statements).
Added
On July 30, 2025, the Company's joint venture sold Atlas Park, a 374,000 square foot community center in Queens, New York, for $72.0 million. Concurrent with the sale, the $65.0 million loan ($32.5 million at the Company's share) owed by the joint venture was paid off in full.
Removed
On July 31, 2024, the Company sold its 50% interest in Biltmore Fashion Park, a 611,000 square foot regional retail center in Phoenix, Arizona, for $110.0 million. The Company used the net proceeds to pay down debt.
Added
The Company's share of the gain from this transaction was approximately $12.0 million.
Removed
As a result of this transaction, the Company recognized a gain of $42.8 million (See "Liquidity and Capital Resources" and Note 4—Investments In Unconsolidated Joint Ventures in the Notes to the Consolidated Financial Statements). 4 On November 25, 2024, the Company sold Southridge Mall, a 791,000 square foot power center in Des Moines, Iowa, for $4.0 million, which resulted in a loss on sale of assets of $0.9 million.
Added
The Company used its share of the net proceeds for general corporate purposes. 4 On August 18, 2025, the Company closed on the sale of Lakewood Center in Lakewood, California, for $332.1 million, including the assumption by the buyer of the $317.1 million loan on the property that had a June 2026 maturity date.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

49 edited+16 added−5 removed151 unchanged
Biggest changeIn addition, the presence of hazardous or toxic substances, or the failure to remedy environmental hazards properly, may adversely affect the owner’s or operator’s ability to sell or rent affected real property or to borrow money using affected real property as collateral. 20 Persons or entities that arrange for the disposal or treatment of hazardous or toxic substances may also be liable for the costs of removal or remediation of hazardous or toxic substances at the disposal or treatment facility, whether or not that facility is owned or operated by the person or entity arranging for the disposal or treatment of hazardous or toxic substances.
Biggest changeIn addition, the presence of hazardous or toxic substances, or the failure to remedy environmental hazards properly, may adversely affect the owner’s or operator’s ability to sell or rent affected real property or to borrow money using affected real property as collateral.
Certain provisions of the Maryland General Corporation Law (the “MGCL”) may have the effect of delaying, deferring or preventing a third party from making an acquisition proposal for us and may inhibit a change in control that holders of some, or a majority, of our shares might believe to be in their best interests or that could give our stockholders the opportunity to realize a premium over the then-prevailing market prices for our shares, including: 27 • “Business Combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our outstanding voting stock or an affiliate or associate of ours who, at any time within the two-year period immediately prior to the date in question, was the beneficial owner of 10% or more of our then outstanding stock) or an affiliate of an interested stockholder for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter may impose special appraisal rights and special stockholder voting requirements on these combinations; and • “Control Share” provisions that provide that holders of “control shares” of our Company (defined as shares which, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.
Certain provisions of the Maryland General Corporation Law (the “MGCL”) may have the effect of delaying, deferring or preventing a third party from making an acquisition proposal for us and may inhibit a change in control that holders of some, or a majority, of our shares might believe to be in their best interests or that could give our stockholders the opportunity to realize a premium over the then-prevailing market prices for our shares, including: • “Business Combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our outstanding voting stock or an affiliate or associate of ours who, at any time within the two-year period immediately prior to the date in question, was the beneficial owner of 10% or more of our then outstanding stock) or an affiliate of an interested stockholder for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter may impose special appraisal rights and special stockholder voting requirements on these combinations; and • “Control Share” provisions that provide that holders of “control shares” of our Company (defined as shares which, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the 29 direct or indirect acquisition of ownership or control of “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.
As a result of these elevated inflation levels, we have experienced, and may continue to experience, some or all of the following: • Increases in interest rates on our outstanding floating-rate debt as well as higher interest rates on any new and refinanced fixed-rate debt; • Difficulty in replacing or renewing expiring leases with new leases at higher rents; and • Decreasing tenant sales as a result of decreased consumer spending which could adversely affect the ability of our tenants to meet their rent obligations and/or result in lower percentage rents.
As a result of these elevated inflation levels, we have experienced, and may continue to experience, some or all of the following: • Increases in interest rates on our outstanding floating-rate debt as well as higher interest rates on any new and refinanced fixed-rate debt; 25 • Difficulty in replacing or renewing expiring leases with new leases at higher rents; and • Decreasing tenant sales as a result of decreased consumer spending which could adversely affect the ability of our tenants to meet their rent obligations and/or result in lower percentage rents.
These factors may include, but are not limited to, actual or anticipated variations in our operating results or dividends; our ability to meet the goals established under the Path Forward Plan; general market fluctuations, including potentially extreme increases or decreases in the market prices of certain of our publicly traded tenants, industry factors and general economic and geopolitical conditions and events, such as economic slowdowns or recessions, consumer confidence in the economy, ongoing military conflicts and terrorist attacks; technical factors in the public trading market for our stock that may produce price movements that may or may not comport with macro, industry or company-specific fundamentals, including, without limitation, the sentiment of retail investors (including as may be expressed on financial trading and other social media sites), the amount and status of short interest in our securities and the potential for a “short squeeze” whereby short sellers are forced to cover their open positions, access to margin debt, trading in options and other derivatives on our common stock and other technical trading factors; changes in our funds from operations or earnings estimates; changes in the ability of our Centers to generate sufficient revenues to meet operating and other expenses; Anchor or tenant bankruptcies, closures, mergers or consolidations; local economic and real estate conditions in geographic locations where we have a high concentration of Centers; competition by public or private 25 mall companies or others, including competition for both acquisition of Centers and for tenants to occupy space; the ability of our tenants to pay rent and meet their other obligations to us under current lease terms and our ability to lease space on favorable terms; the success of our acquisition and real estate development strategy; our ability to comply with the financial covenants in our debt agreements and the impact of restrictive covenants in our debt agreements; our access to financing; inflation and elevated interest rates; the potential impact of tariffs; the risk of our failure to qualify or maintain our status as a REIT; our ability to comply with our joint venture agreements and other risks associated with our joint venture investments; possible uninsured losses, including losses from casualty events or natural disasters, and possible environmental liabilities; adverse impacts from any future pandemic, epidemic or outbreak of any highly infectious disease on the U.S., regional and global economies and on our financial condition and results of operations and the financial condition and results of operations of our tenants; a decision by any of our significant stockholders to sell substantial amounts of our common stock; any future issuances of equity securities; and the realization of any of the other risk factors included in this Annual Report on Form 10-K.
These factors may include, but are not limited to, actual or anticipated variations in our operating results or dividends; our ability to meet the goals established under the Path Forward Plan; general market fluctuations, including potentially extreme increases or decreases in the market prices of certain of our publicly traded tenants, industry factors and general economic and geopolitical conditions and events, such as economic slowdowns or recessions, consumer confidence in the economy, government shutdowns, ongoing military conflicts and terrorist attacks; technical factors in the public trading market for our stock that may produce price movements that may or may not comport with macro, industry or company-specific fundamentals, including, without limitation, the sentiment of retail investors (including as may be expressed on financial trading and other social media sites), the amount and status of short interest in our securities and the potential for a “short squeeze” whereby short sellers are forced to cover their open positions, access to margin debt, trading in options and other derivatives on our common stock and other technical trading factors; changes in our funds from operations or earnings estimates; changes in the ability of our Centers to generate sufficient revenues to meet operating and other expenses; Anchor or tenant bankruptcies, closures, mergers or consolidations; local economic and real estate conditions in geographic locations where we have a high concentration of Centers; competition by public or private mall companies or others, including competition for both acquisition of Centers and for tenants to occupy space; the ability of our tenants to pay rent and meet their other obligations to us under current lease terms and our ability to lease space on favorable terms; the success of our acquisition and real estate development strategy; our ability to comply with the financial covenants in our debt agreements and the impact of restrictive covenants in our debt agreements; our access to financing; inflation and elevated interest rates; the potential impact of tariffs; the risk of our failure to qualify or maintain our status as a REIT; our ability to comply with our joint venture agreements and other risks associated with our joint venture investments; possible uninsured losses, including losses from casualty events or natural disasters, and possible environmental liabilities; adverse impacts from any future pandemic, epidemic or outbreak of any highly infectious disease on the U.S., regional and global economies and on our financial condition and results of operations and the financial condition and results of operations of our tenants; a decision by any of our significant stockholders to sell substantial amounts of our common 27 stock; any future issuances of equity securities; and the realization of any of the other risk factors included in this Annual Report on Form 10-K.
Any development, redevelopment and construction activities that we may undertake will be subject to the risks of real estate development, including lack of financing, construction delays, environmental requirements, rising construction costs, budget overruns, sunk costs and lease-up. Furthermore, occupancy rates and rents at a newly completed property may not be sufficient to make the property profitable.
Any development, redevelopment and construction activities that we may undertake will be subject to the risks of real estate development, including lack of financing, construction delays, environmental requirements, rising construction costs, budget overruns, sunk costs and lease-up. Furthermore, occupancy rates and rents at a newly completed 20 property may not be sufficient to make the property profitable.
We have taken impairment charges on certain of our assets in the past and there can be no assurance that we will not take additional charges in the future. Any future impairment could have a material adverse effect on our operating results in the period in which the charge is recognized. Possible environmental liabilities could adversely affect us .
We have taken impairment charges on certain of our assets in the past and there can be no assurance that we will not take additional charges in the future. Any future impairment could have a material adverse effect on our operating results in the period in which the charge is recognized. 21 Possible environmental liabilities could adversely affect us .
Anchors and/or tenants at one or more Centers might also terminate their leases as a result of mergers, acquisitions, consolidations or dispositions in the retail industry. The sale of an Anchor or store to a less desirable retailer may reduce 18 occupancy levels, customer traffic and rental income.
Anchors and/or tenants at one or more Centers might also terminate their leases as a result of mergers, acquisitions, consolidations or dispositions in the retail industry. The sale of an Anchor or store to a less desirable retailer may reduce occupancy levels, customer traffic and rental income.
A number of factors may decrease the income generated by the Centers, including: • the global and national economic climate, including the impact of geopolitical tensions and military conflict; • the regional and local economy (which may be negatively impacted by rising unemployment, declining real estate values, increased foreclosures, higher taxes, tariffs, plant closings, industry slowdowns, union activity, adverse weather conditions, natural disasters and other factors); • local real estate conditions (such as an oversupply of, or a reduction in demand for, retail space or retail goods, decreases in rental rates, declining real estate values and the availability and creditworthiness of current and prospective tenants); • changes in consumer behaviors, preferences or demographics, which may lead to decreased levels of consumer spending, consumer confidence, and seasonal spending (especially during the holiday season when many retailers generate a disproportionate amount of their annual sales); • increasing use by customers of e-commerce and online store sites and the impact of internet sales on the demand for retail space; • negative perceptions by retailers or shoppers of the safety, convenience and attractiveness of a Center; • acts of violence, including terrorist activities; and • increased costs of maintenance, insurance and operations (including real estate taxes).
A number of factors may decrease the income generated by the Centers, including: • the global and national economic climate, including the impact of geopolitical tensions, military conflict and government shutdowns; • the regional and local economy (which may be negatively impacted by rising unemployment, declining real estate values, increased foreclosures, higher taxes, tariffs, plant closings, industry slowdowns, union activity, adverse weather conditions, natural disasters and other factors); 18 • local real estate conditions (such as an oversupply of, or a reduction in demand for, retail space or retail goods, decreases in rental rates, declining real estate values and the availability and creditworthiness of current and prospective tenants); • changes in consumer behaviors, preferences or demographics, which may lead to decreased levels of consumer spending, consumer confidence, and seasonal spending (especially during the holiday season when many retailers generate a disproportionate amount of their annual sales); • increasing use by customers of e-commerce and online store sites and the impact of internet sales on the demand for retail space; • negative perceptions by retailers or shoppers of the safety, convenience and attractiveness of a Center; • acts of violence, including terrorist activities; and • increased costs of maintenance, insurance and operations (including real estate taxes).
Such a resulting decrease in retail demand could adversely impact our revenue and the value of our properties, as well as make it difficult for us to renew or re-lease our properties. Terrorist activities or violence and vandalism could also directly affect the value of our properties through damage, destruction or loss.
Such a resulting decrease in retail demand could adversely impact our revenue and the value of our properties, as well as make it difficult for us to renew or re-lease our properties. 24 Terrorist activities or violence and vandalism could also directly affect the value of our properties through damage, destruction or loss.
We are obligated to comply with financial and other covenants that could affect our operating activities . Our unsecured credit facilities contain financial covenants, including interest coverage requirements, as well as limitations on our ability to incur debt, make dividend payments and make certain acquisitions.
We are obligated to comply with financial and other covenants that could affect our operating activities . 26 Our unsecured credit facilities contain financial covenants, including interest coverage requirements, as well as limitations on our ability to incur debt, make dividend payments and make certain acquisitions.
Inflation may adversely affect our financial condition and results of operations . Inflation in the United States has increased significantly in recent years and may increase again in the future. While inflation levels began to decrease in 2024, they remain elevated relative to the years preceding 2021.
Inflation may adversely affect our financial condition and results of operations . Inflation in the United States has increased significantly in recent years and may increase again in the future. While inflation levels began to decrease in 2024 and 2025, they remain elevated relative to the years preceding 2021 and may increase in the future.
An inability to make cash distributions from the Operating Partnership could jeopardize our ability to maintain qualification as a REIT. An ownership limit and certain of our Charter and bylaw provisions could inhibit a change of control or reduce the value of our common stock . The Ownership Limit.
An inability to make cash distributions from the Operating Partnership could jeopardize our ability to maintain qualification as a REIT. 28 An ownership limit and certain of our Charter and bylaw provisions could inhibit a change of control or reduce the value of our common stock . The Ownership Limit.
Due to this substantial indebtedness, we are required to use a material portion of our cash flow to service principal and interest on our debt, which limits the amount of cash available for 24 other business opportunities.
Due to this substantial indebtedness, we are required to use a material portion of our cash flow to service principal and interest on our debt, which limits the amount of cash available for other business opportunities.
Moreover, cyber attacks perpetrated against our Anchors and tenants, including unauthorized access to customers’ credit card data and other confidential information, could diminish consumer confidence and consumer spending and negatively impact our business.
Moreover, cyber attacks perpetrated against our vendors, Anchors and tenants, including unauthorized access to customers’ credit card data and other confidential information, could diminish consumer confidence and consumer spending and negatively impact our business.
We previously experienced adverse impacts to our business from COVID-19 and any future pandemic, epidemic or outbreak of any highly infectious disease may adversely affect, our business, financial condition and results of operations, and it may also have the effect of heightening many of the risks described in this “Risk Factors” section, including: • a complete or partial closure of, or other operational issues at, one or more of our Centers resulting from government or tenant action, which could adversely affect our operations and those of our tenants; • reduced economic activity impacting the businesses, financial condition and liquidity of our tenants, which could cause one or more of our tenants, including one or more of our Anchors, to be unable to meet their obligations to us in full, or at all, to otherwise seek modifications of such obligations, including, deferrals or reductions of rental payments, or to declare bankruptcy; • decreased levels of consumer spending and consumer confidence, as well as a decrease in traffic at our Centers, which could affect the ability of the Centers to generate sufficient revenues to meet operating and other expenses in the short-term and could also accelerate a shift to online retail shopping, which, if sustained could result in prolonged decreases in revenue at the Centers even after the immediate impact of such pandemic, epidemic or outbreak of any other highly infectious disease is resolved; • inability to renew leases, lease vacant space, including vacant space from tenant bankruptcies and defaults, or re-let space as leases expire on favorable terms, or at all, which could result in lower rental payments or reduced occupancy levels, or could cause interruptions or delays in the receipt of rental payments; • the closure of Anchors at one or more of our properties, which could trigger co-tenancy lease clauses within one or more of our leases at such properties and could potentially lead to a decline in revenue and occupancy; • a potential negative impact on our financial results could adversely impact our compliance with the financial covenants within our credit facility and other debt agreements or cause a failure to meet certain of these financial covenants, which could cause an event of default, which, if not cured or waived, could accelerate some or all of such indebtedness and could have a material adverse effect on us; • a potential decline in asset values at one or more of our properties encumbered by mortgage debt, which could inhibit our ability to successfully refinance one or more such properties, result in the default under the applicable mortgage debt agreement and potentially cause the acceleration of such indebtedness; and 23 • disruption and instability in the global financial markets or deteriorations in credit and financing conditions could make it difficult for us to access debt and equity capital on attractive terms, or at all, and could also impact our ability to fund business activities, repay debt on a timely basis and renew, extend or replace our credit facility prior to its maturity date at all or on terms that are favorable to us.
Additionally, any future pandemic, epidemic or outbreak of any highly infectious disease may adversely affect, our business, financial condition and results of operations, and it may also have the effect of heightening many of the risks described in this “Risk Factors” section, including: • a complete or partial closure of, or other operational issues at, one or more of our Centers resulting from government or tenant action, which could adversely affect our operations and those of our tenants; • reduced economic activity impacting the businesses, financial condition and liquidity of our tenants, which could cause one or more of our tenants, including one or more of our Anchors, to be unable to meet their obligations to us in full, or at all, to otherwise seek modifications of such obligations, including deferrals or reductions of rental payments, or to declare bankruptcy; • decreased levels of consumer spending and consumer confidence, as well as a decrease in traffic at our Centers, which could affect the ability of the Centers to generate sufficient revenues to meet operating and other expenses in the short-term and could also accelerate a shift to online retail shopping which, if sustained, could result in prolonged decreases in revenue at the Centers even after the immediate impact of such pandemic, epidemic or outbreak of any other highly infectious disease is resolved; • inability to renew leases, lease vacant space, including vacant space from tenant bankruptcies and defaults, or re-let space as leases expire on favorable terms, or at all, which could result in lower rental payments or reduced occupancy levels, or could cause interruptions or delays in the receipt of rental payments; • the closure of Anchors at one or more of our properties, which could trigger co-tenancy lease clauses within one or more of our leases at such properties and could potentially lead to a decline in revenue and occupancy; • a potential negative impact on our financial results could adversely impact our compliance with the financial covenants within our credit facility and other debt agreements or cause a failure to meet certain of these financial covenants, which could cause an event of default, which, if not cured or waived, could accelerate some or all of such indebtedness and could have a material adverse effect on us; • a potential decline in asset values at one or more of our properties encumbered by mortgage debt, which could inhibit our ability to successfully refinance one or more such properties, result in the default under the applicable mortgage debt agreement and potentially cause the acceleration of such indebtedness; and • disruption and instability in the global financial markets or deteriorations in credit and financing conditions could make it difficult for us to access debt and equity capital on attractive terms, or at all, and could also impact our ability to fund business activities, repay debt on a timely basis and renew, extend or replace our credit facility prior to its maturity date at all or on terms that are favorable to us.
Each Center has environmental insurance covering eligible third-party losses, remediation and non-owned disposal sites, subject to a $100,000 retention and a $50 million three-year aggregate loss limit, with the exception of one Center, which has a $5 million ten-year aggregate loss limit. Some environmental losses are not covered by this insurance because they are uninsurable or not economically insurable.
Each Center has environmental insurance covering eligible third-party losses, remediation and non-owned disposal sites, subject to a $100,000 retention and a $50 million three-year aggregate loss limit, with the exception of one Center, which has a $5 million two-year aggregate loss limit. Some environmental losses are not covered by this insurance because they are uninsurable or not economically insurable.
In addition, while we or the relevant joint venture, as applicable, carry specific earthquake insurance on the Centers located in California, the policies are subject to a deductible equal to 5% of the total insured value of each Center, a $150,000 per occurrence minimum and a combined annual aggregate loss limit of $100 million on these Centers.
In addition, while we or the relevant joint venture, as applicable, carry specific earthquake insurance on the Centers located in California, the policies are subject to a deductible equal to 5% of the total insured value of each Center, a $130,000 per occurrence minimum and a combined annual aggregate loss limit of $100 million on these Centers.
However, the policies are subject to a deductible equal to 2% of the total insured value of each Center, a $150,000 per occurrence minimum and a combined annual aggregate loss limit of $100 million on these Centers.
However, the policies are subject to a deductible equal to 2% of the total insured value of each Center, a $130,000 per occurrence minimum and a combined annual aggregate loss limit of $100 million on these Centers.
The real property taxes on our properties and any other properties that we develop or acquire in the future may increase as property tax rates change and as those properties are assessed or reassessed by tax authorities.
Our property taxes may increase without notice. The real property taxes on our properties and any other properties that we develop or acquire in the future may increase as property tax rates change and as those properties are assessed or reassessed by tax authorities.
Additional changes to tax laws are likely to continue in the future, and we cannot assure you that any such changes will not adversely affect the taxation of us or our stockholders. 29 Any such changes could have an adverse effect on an investment in our stock or on the market value or the resale potential of our properties.
Additional changes to tax laws are likely to continue in the future, and we cannot assure you that any such changes will not adversely affect the taxation of us or our stockholders. Any such changes could have an adverse effect on an investment in our stock or on the market value or the resale potential of our properties. ITEM 1B.
Real estate investments are relatively illiquid and we may be unable to sell properties at the time we desire and on favorable terms . As part of the Path Forward Plan, we sold certain properties in 2024 and we may continue to pursue dispositions of our properties, including non-core assets, in the future.
Real estate investments are relatively illiquid and we may be unable to sell properties at the time we desire and on favorable terms . As part of the Path Forward Plan, we sold certain properties in 2024 and 2025 and we expect to continue to pursue strategic dispositions of our properties, including non-core assets, in the future.
As a part of the Path Forward Plan, among other goals, we aim to deleverage our capital structure over the next three to four years.
As a part of the Path Forward Plan, among other goals, we aim to deleverage our capital structure over the next two to three years.
For example, in the case of office properties, some businesses are rapidly evolving to make employee telecommuting, flexible work schedules, open workplaces and teleconferencing increasingly common, which may enable businesses to reduce their space requirements and erode the overall demand for office space over time, which, in turn, may place downward pressure on occupancy, rental rates and property valuations, each of which could have an adverse effect on our financial position, results of operations, cash flows and ability to make expected distributions to our stockholders to the extent we own office property. 19 Excess space at our properties could materially and adversely affect us .
For example, in the case of office properties, some businesses are rapidly evolving to make employee telecommuting, flexible work schedules, open workplaces and teleconferencing increasingly common, which may enable businesses to reduce their space requirements and erode the overall demand for office space over time, which, in turn, may place downward pressure on occupancy, rental rates and property valuations, each of which could have an adverse effect on our financial position, results of operations, cash flows and ability to make expected distributions to our stockholders to the extent we own office property.
If insurance is unavailable to us or is unavailable on acceptable terms, or our insurance is not adequate to cover losses from these events, our financial condition and results of operations could be adversely affected. Uninsured or underinsured losses could adversely affect our financial condition .
If insurance is unavailable to us or is unavailable on acceptable terms, or our insurance is not adequate to cover losses from these events, our financial condition and results of operations could be adversely affected.
Cyber incidents have been increasing in sophistication and frequency and can include third parties gaining access to data using stolen or inferred credentials, computer malware, viruses, spamming, phishing attacks, ransomware, and other deliberate attacks and attempts to gain unauthorized access.
Cyber incidents have been increasing in sophistication and frequency and can include third parties gaining access to data using stolen or inferred credentials, computer malware, viruses, spamming, social engineering (such as phishing) attacks, ransomware, and other deliberate attacks and attempts to gain unauthorized access.
We own partial interests in property partnerships that own 13 Joint Venture Centers and one development property, as well as several development sites. We may acquire partial interests in additional properties through joint venture arrangements. Investments in Joint Venture Centers involve risks different from those of investments in Wholly Owned Centers.
We own partial interests in property partnerships that own 12 Joint Venture Centers, as well as several development sites. We may acquire partial interests in additional properties through joint venture arrangements. Investments in Joint Venture Centers involve risks different from those of investments in Wholly Owned Centers.
Our financial condition and results of operations could be adversely affected if a downturn in the business of, or the bankruptcy or insolvency of, an Anchor or other significant tenant leads them to close retail stores or terminate their leases after seeking protection under the bankruptcy laws from their creditors, including us as lessor.
If Anchors or other significant tenants experience a downturn in their business, close or sell stores or declare bankruptcy, our financial condition and results of operations could be adversely affected . 19 Our financial condition and results of operations could be adversely affected if a downturn in the business of, or the bankruptcy or insolvency of, an Anchor or other significant tenant leads them to close retail stores or terminate their leases after seeking protection under the bankruptcy laws from their creditors, including us as lessor.
Our properties compete with other owners, developers and managers of malls, shopping centers and other retail-oriented real estate, including other publicly traded mall companies and large private mall companies, for the acquisition of properties and in attracting tenants or Anchors to occupy space.
We are in a competitive business . Our properties compete with other owners, developers and managers of malls, shopping centers and other retail-oriented real estate, including other publicly traded mall companies and large private mall companies, for the acquisition of properties and in attracting tenants or Anchors to occupy space.
If an uninsured loss or a loss in excess of insured limits occurs, we could lose all or a portion of the capital we have invested in a property, as well as the anticipated future revenue from the property, but may remain obligated for any mortgage debt or other financial obligations related to the property. 21 Our property taxes may increase without notice.
If an uninsured loss or a loss in excess of insured limits occurs, we could lose all or a portion of the capital we have invested in a property, as well as the anticipated future revenue from the property, but may remain obligated for any mortgage debt or other financial obligations related to the property.
We may face risks in connection with Section 1031 Exchanges . If a transaction intended to qualify as a Section 1031 Exchange is later determined to be taxable, we may face adverse consequences, and if the laws applicable to such transactions are amended or repealed, we may not be able to dispose of properties on a tax deferred basis.
If a transaction intended to qualify as a Section 1031 exchange is later determined to be taxable, we may face adverse consequences, and if the laws applicable to such transactions are amended or repealed, we may not be able to dispose of real properties on a tax deferred basis.
In addition, laws and regulations at the federal, state and local level aimed at increasing climate-related disclosures, including the rules proposed by the Securities and Exchange Commission and the legislation enacted in the state of California, may increase compliance and data collection costs if, and when, such laws and regulations become effective.
In addition, laws and regulations at the federal, state and local level aimed at increasing climate-related disclosures, including the legislation enacted in the state of California, may increase compliance and data collection costs if, and when, such laws and regulations become effective.
To the extent that weak economic or real estate conditions or other factors affect California, New York or Arizona or any region in which we have a 17 high concentration of properties more severely than other areas of the country, our financial performance could be negatively impacted. We are in a competitive business .
A significant percentage of our Centers are located in California, New York and Arizona. To the extent that weak economic or real estate conditions or other factors affect California, New York or Arizona or any region in which we have a high concentration of properties more severely than other areas of the country, our financial performance could be negatively impacted.
Our total outstanding loan indebtedness at December 31, 2024 was $6.65 billion (consisting of $4.99 billion of consolidated debt, less $0.03 billion attributable to noncontrolling interests, plus $1.69 billion of our pro rata share of mortgages and other notes payable on unconsolidated joint ventures).
Our total outstanding loan indebtedness at December 31, 2025 was $6.59 billion (consisting of $5.07 billion of consolidated debt, less $0.03 billion attributable to noncontrolling interests, plus $1.55 billion of our pro rata share of mortgages and other notes payable on unconsolidated joint ventures).
Substantially all of our joint venture agreements contain rights of first refusal, buy-sell provisions, exit rights, default dilution remedies and/or other break up provisions or remedies which are customary in real estate joint venture agreements and which may, positively or negatively, affect the ultimate realization of cash flow and/or capital or liquidation proceeds. 26 Our holding company structure makes us dependent on distributions from the Operating Partnership .
Substantially all of our joint venture agreements contain rights of first refusal, buy-sell provisions, exit rights, default dilution remedies and/or other break up provisions or remedies which are customary in real estate joint venture agreements and which may, positively or negatively, affect the ultimate realization of cash flow and/or capital or liquidation proceeds.
Elevated interest rates may adversely affect our financial condition and results of operations. Interest rates have increased in recent years and may continue to increase or remain elevated in the near-term as the Federal Reserve continues to address inflation. Such elevated interest rates may negatively impact consumer spending, our tenants’ businesses, and/or future demand for space in our Centers.
Elevated interest rates may adversely affect our financial condition and results of operations. Interest rates began to decrease in 2025, although they remain high and may remain elevated in the near-term as the Federal Reserve continues to address inflation. Such elevated interest rates may negatively impact consumer spending, our tenants’ businesses, and/or future demand for space in our Centers.
In addition, the REIT provisions of the Code impose a 100% tax on income from “prohibited transactions.” Prohibited transactions generally include sales of assets that do not qualify for a statutory safe harbor if such assets constitute inventory or other property held for sale in the ordinary course of business, other than foreclosure property.
Thus, compliance with REIT requirements may cause us to forego opportunities we would otherwise pursue. 30 In addition, the REIT provisions of the Code impose a 100% tax on income from “prohibited transactions.” Prohibited transactions generally include sales of assets that do not qualify for a statutory safe harbor if such assets constitute inventory or other property held for sale in the ordinary course of business, other than foreclosure property.
Certain of our properties have had or may continue to have excess space available for prospective tenants, and those properties may continue to experience, and other properties may commence experiencing, such oversupply in the future.
Excess space at our properties could materially and adversely affect us . Certain of our properties have had or may continue to have excess space available for prospective tenants, and those properties may continue to experience, and other properties may begin to experience, such oversupply in the future.
Any breach, loss, or compromise of personal data may also subject us to civil fines and penalties, or claims for damages under relevant state and federal privacy laws in the United States.
Any breach, loss, or compromise of personal data may also subject us to civil fines and penalties, or claims for damages under relevant state and federal privacy laws in the United States. Data breaches and other data security compromises may lead to public disclosures which, in turn, may lead to widespread negative publicity.
Some of the factors that could affect anticipated results are: • our ability to integrate and manage new properties, including increasing occupancy rates and rents at such properties; • the disposal of non-core assets within an expected time frame, including the potential disposition of properties in connection with our Path Forward Plan; and • our ability to raise long-term financing to implement a capital structure at a cost of capital consistent with our business strategy.
Some of the factors that could affect anticipated results are: • our ability to integrate and manage new properties, including increasing occupancy rates and rents at such properties; and • our ability to raise long-term financing to implement a capital structure at a cost of capital consistent with our business strategy.
Each of our Centers has comprehensive liability, fire, extended coverage and rental loss insurance with insured limits customarily carried for similar properties.
Uninsured or underinsured losses could adversely affect our financial condition . 22 Each of our Centers has comprehensive liability, fire, extended coverage and rental loss insurance with insured limits customarily carried for similar properties.
We face risks associated with cyber threats and have been the target of security breaches, whether through cyber attacks or cyber intrusions over the Internet, malware, computer viruses, attachments to e-mails, persons inside our organization or persons with access to systems inside our organization, and other significant disruptions of our IT networks and related systems.
We, like others in our industry, have experienced and expect to continue to experience cyber threats including data breaches, whether through cyber attacks or cyber intrusions over the Internet, malware, computer viruses, attachments to e-mails, persons inside our organization or persons with access to systems inside our organization, and other significant disruptions of our IT networks and related systems.
We may also be required to make distributions to our stockholders at disadvantageous times or when we do not have funds readily available for distribution. Thus, compliance with REIT requirements may cause us to forego opportunities we would otherwise pursue.
We may also be required to make distributions to our stockholders at disadvantageous times or when we do not have funds readily available for distribution.
Furthermore, the number of prospective buyers interested in purchasing shopping centers is limited. Therefore, if we want to sell one or more of our Centers, we may not be able to dispose of it in the desired time period and may receive less consideration than we originally invested in the Center.
Therefore, if we want to sell one or more of our Centers, including a Center that we've identified as not being part of our Go-Forward Portfolio Centers, we may not be able to dispose of it in the desired time period and may receive less consideration than we originally invested in the Center.
While the pace of bankruptcies slowed in 2023 and 2022 compared to prior years, it remained steady in 2024 and we continue to experience bankruptcies of Anchors and other national and local retailers, including the bankruptcy of Express announced in April 2024, as well as store closures, among our tenants.
The pace of bankruptcies involving our tenants has remained steady in recent years and is substantially lower than 2021 levels. However, we continue to experience bankruptcies of Anchors and other national and local retailers, including the bankruptcy of Express announced in April 2024 and of Forever 21 and Claire's announced in 2025, as well as store closures, among our tenants.
Data breaches and other data security compromises may lead to public disclosures which, in turn, may lead to widespread negative publicity. 22 Acts of violence and vandalism, civil unrest and actual or threatened terrorist attacks could adversely affect our financial condition and results of operations .
Acts of violence and vandalism, civil unrest and actual or threatened terrorist attacks could adversely affect our financial condition and results of operations .
It is possible that future economic, market, legal, tax or other considerations might cause our board of directors to revoke our REIT election. 28 Even if we remain qualified as a REIT, we might face other tax liabilities that reduce our cash flow. Further, we might be subject to federal, state and local taxes on our income and property.
Even if we remain qualified as a REIT, we might face other tax liabilities that reduce our cash flow. Further, we might be subject to federal, state and local taxes on our income and property. Any of these taxes would decrease cash available for distributions to stockholders. Complying with REIT requirements might cause us to forego otherwise attractive opportunities .
A security incident involving our information systems could disrupt the proper functioning of our networks and systems.
Additionally, new technologies such as artificial intelligence may be more capable at evading our safeguard measures. A security incident involving our information systems could disrupt the proper functioning of our networks and systems.
Such a challenge, if successful, could result in us owing a material amount of tax, interest and penalties for prior periods.
Such a challenge, if successful, could result in us owing a material amount of tax, interest and penalties for prior periods. It is possible that future economic, market, legal, tax or other considerations might cause our board of directors to revoke our REIT election.
During the year ended December 31, 2024, we did not repay the outstanding mortgage loan on our Santa Monica Place property on its maturity and, as a result, the loan is in default. We are in negotiations with the lender on the terms of this non-recourse loan.
Under the Path Forward Plan, in addition to asset sales, we may consider defaulting on certain mortgage debt on our properties and giving such secured properties back to the lender. In April 2024, we defaulted on the outstanding mortgage loan on our Santa Monica Place property on its maturity and, as a result, the loan is in default.
Removed
A significant percentage of our Centers are located in California, New York and Arizona.
Added
These asset sales will focus on whether a property is core to our strategy and includes the targeted disposition of certain outparcels, freestanding retail assets, non-enclosed mall assets and vacant land.
Removed
If Anchors or other significant tenants experience a downturn in their business, close or sell stores or declare bankruptcy, our financial condition and results of operations could be adversely affected .
Added
Furthermore, the number of prospective buyers interested in purchasing shopping centers is limited.
Removed
Any of these taxes would decrease cash available for distributions to stockholders. Complying with REIT requirements might cause us to forego otherwise attractive opportunities .
Added
Persons or entities that arrange for the disposal or treatment of hazardous or toxic substances may also be liable for the costs of removal or remediation of hazardous or toxic substances at the disposal or treatment facility, whether or not that facility is owned or operated by the person or entity arranging for the disposal or treatment of hazardous or toxic substances.
Removed
Section 1031 Exchanges now only apply to real property and do not apply to any related personal property transferred with the real property.
Added
Bad actors around the world use increasingly sophisticated methods, including the use of artificial intelligence (“AI”), to engage in illegal activities involving the theft and misuse of personal information, confidential information and intellectual property.
Removed
As a result, any appreciated personal property that is transferred in connection with a Section 1031 Exchange of real property will cause gain to be recognized, and such gain is generally treated as non-qualifying income for the 95% and 75% gross income tests. Any such non-qualifying income could have an adverse effect on our REIT status.
Added
In addition, the use of generative AI models in our internal or third-party systems may create new attack surfaces or methods for adversaries, which could impact us and our vendors.
Added
Any of these effects could damage our reputation, 23 result in the loss of valuable property and information, cause us to inadvertently breach applicable laws and regulations, and adversely impact our business.
Added
Artificial generative intelligence technologies present risks related to the control of our proprietary business information, keeping such information confidential, and emerging regulatory risk, any or all of which may adversely affect our business and results of operations. There are risks associated with AI, any or all of which could adversely affect our business.
Added
Issues in the development and use of AI, combined with an uncertain regulatory environment, may result in reputational harm, liability, or other adverse consequences to our business operations. We have adopted certain generative AI tools into our systems for specific use cases reviewed by legal and information security.
Added
Where a generative AI or machine learning model ingests our proprietary information and makes connections using such data, those technologies may reveal other sensitive, proprietary, or confidential information generated by the model.
Added
Additionally, our vendors may incorporate generative AI tools into their services and deliverables without disclosing this use to us, and the providers of these generative AI tools may not meet existing or rapidly evolving regulatory or industry standards with respect to privacy and data protection and may inhibit our or our vendors’ ability to maintain an adequate level of service and experience or confidentiality.
Added
Moreover, generative AI or machine learning models may create incomplete, inaccurate, or otherwise flawed outputs, some of which may be difficult to detect. Reliance on such flawed outputs could result in adverse consequences to us, including exposure to reputational and competitive harm, customer loss, and legal liability.
Added
Laws or regulations may prevent or limit our ability to use AI in our business, lead to regulatory fines or penalties, require significant resources to modify and maintain business practices to comply with applicable law or necessitate changes in our business practices.
Added
If we cannot use AI, or if our use is restricted, our business may be less efficient, or we may be at a competitive disadvantage. Any of these outcomes could damage our reputation, result in the loss of valuable property and information, and adversely impact our business.
Added
In February 2026, one of our joint ventures defaulted on the outstanding loan at our Twenty Ninth Street joint venture property on its maturity and, as a result, the loan is in default.
Added
Our holding company structure makes us dependent on distributions from the Operating Partnership .
Added
We may face risks in connection with Section 1031 Exchanges . We may face risks in connection with Section 1031 exchanges. We occasionally dispose of real properties in transactions intended to qualify as “like-kind exchanges” under Section 1031 of the Internal Revenue Code of 1986, as amended.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThis risk management program addresses, but is not limited to, risks identified by external auditors and assessors, internal auditors and assessors, threat intelligence providers, internal stakeholders, vulnerability management programs and security management programs. An internal audit team at the Company manages and maintains remediation strategies for identified risks, and reports on them regularly to senior leadership.
Biggest changeThis risk management program addresses, but is not limited to, risks identified by external auditors and assessors, internal auditors and assessors, threat intelligence providers, internal stakeholders, vulnerability management programs and security management programs.
The Security Committee provides quarterly reports to the Audit Committee and the SVP-IT attends board meetings yearly, or more frequently as appropriate, to inform the Company’s Board of Directors on cybersecurity risks.
The Security Committee provides quarterly reports to the Board of Directors and the SVP-IT attends board meetings yearly, or more frequently as appropriate, to inform the Company’s Board of Directors on cybersecurity risks.
This program extends to third-party vendors and the various properties under the Company’s management, including corporate and commercial properties, through establishing vendor risk requirements and conducting vendor risk assessments.
This program extends to third-party vendors 31 and the various properties under the Company’s management, including corporate and commercial properties, through establishing vendor risk requirements and conducting vendor risk assessments.
Additionally, the Company is subject to the requirements of the Sarbanes-Oxley Act of 2002 and information technology general controls are an important part of the Company's internal control over financial reporting and are subject to controls testing. Control deficiencies that represent cybersecurity risks would be reported by management to the Audit Committee. 30
Additionally, the Company is subject to the requirements of the Sarbanes-Oxley Act of 2002 and information technology general controls are an important part of the Company's internal control over financial reporting and are subject to controls testing. Control deficiencies that represent cybersecurity risks would be reported by management to the Audit Committee. 32
The Company also formed the Business Continuity Plan ("BCP") and Cyber Security Risk Committee (the “Security Committee”), which oversees the prioritization and escalation of risks from cybersecurity threats to senior leadership, is chaired by the SVP-IT and the Executive Vice President of Portfolio Operations and People.
The Company also formed the Business Continuity Plan ("BCP") and Cyber Security Risk Committee (the “Security Committee”), which oversees the prioritization and escalation of risks from cybersecurity threats to senior leadership, is chaired by the SVP-IT and the Executive Vice President of Enterprise Operations.
Added
An internal audit team at the Company manages and maintains remediation strategies for identified risks for the Company and its vendors, and reports on them regularly to senior leadership.

Item 2. Properties

Properties — owned and leased real estate

19 edited+8 added−10 removed12 unchanged
Biggest changeCount Company's Ownership(1) Name of Center/Location(2) Year of Original Construction/ Acquisition Year of Most Recent Expansion/ Renovation Total GLA(3) Mall and Freestanding GLA Percentage of Mall and Freestanding GLA Leased Non-Owned Anchors (3) Company-Owned Anchors (3) CONSOLIDATED CENTERS: 1 100% Arrowhead Towne Center 1993/2002 2015 1,078,000 472,000 99.1 % Dillard's, JCPenney, Macy's Dick's Sporting Goods Glendale, Arizona 2 100% Danbury Fair Mall(4) 1986/2005 2016 1,272,000 590,000 96.6 % JCPenney, Macy's Dick's Sporting Goods, Primark, Target Danbury, Connecticut 3 100% Desert Sky Mall 1981/2002 2007 737,000 271,000 95.8 % Burlington, Dillard's La Curacao, Mercado de los Cielos Phoenix, Arizona 4 100% Eastland Mall(5) 1978/1998 1996 1,017,000 528,000 90.0 % Dillard's, Macy's JCPenney Evansville, Indiana 5 100% Fashion District Philadelphia(4) 1977/2014 2019 802,000 574,000 79.4 % — Burlington, Primark Philadelphia, Pennsylvania 6 100% Fashion Outlets of Chicago 2013/— - 529,000 529,000 99.9 % — — Rosemont, Illinois 7 100% Fashion Outlets of Niagara Falls USA 1982/2011 2014 672,000 672,000 82.1 % — — Niagara Falls, New York 8 100% Freehold Raceway Mall 1990/2005 2007 1,537,000 849,000 94.0 % JCPenney, Macy's Dick's Sporting Goods, Manor House, Primark Freehold, New Jersey 9 100% Fresno Fashion Fair 1970/1996 2006 974,000 419,000 96.0 % Macy's Forever 21, JCPenney, Macy's Fresno, California 10 100% Green Acres Mall(4)(5)(6) 1956/2013 Ongoing 2,058,000 956,000 96.5 % — BJ's Wholesale Club, Dick's Sporting Goods, Macy's (two), Primark, Walmart Valley Stream, New York 11 100% Inland Center 1966/2004 2016 670,000 270,000 95.4 % Macy's Forever 21, JCPenney San Bernardino, California 12 100% Kings Plaza Shopping Center(5) 1971/2012 2018 1,145,000 444,000 98.7 % Macy's Burlington, Lowe's, Primark, Target Brooklyn, New York 13 100% La Cumbre Plaza(5) 1967/2004 1989 325,000 175,000 94.8 % Macy's — Santa Barbara, California 14 100% Lakewood Center 1953/1975 2008 2,048,000 983,000 92.6 % — Costco, Forever 21, Home Depot, JCPenney, Macy's, Target Lakewood, California 15 100% Los Cerritos Center(6) 1971/1999 2016 1,012,000 537,000 95.2 % Macy's, Nordstrom Dick's Sporting Goods, Forever 21 Cerritos, California 16 100% NorthPark Mall(4) 1973/1998 2001 855,000 320,000 95.9 % Dillard's, JCPenney, Von Maur — Davenport, Iowa 17 100% Pacific View 1965/1996 2001 884,000 400,000 80.0 % JCPenney, Target Macy's Ventura, California 31 Count Company's Ownership(1) Name of Center/Location(2) Year of Original Construction/ Acquisition Year of Most Recent Expansion/ Renovation Total GLA(3) Mall and Freestanding GLA Percentage of Mall and Freestanding GLA Leased Non-Owned Anchors (3) Company-Owned Anchors (3) 18 100% Queens Center(5) 1973/1995 2004 967,000 410,000 99.5 % JCPenney, Macy's — Queens, New York 19 100% Santa Monica Place(4) 1980/1999 Ongoing 533,000 357,000 84.0 % — Nordstrom Santa Monica, California 20 84.9% SanTan Village Regional Center 2007/— 2018 1,200,000 793,000 96.8 % Dillard's, Macy's Dick's Sporting Goods Gilbert, Arizona 21 100% South Plains Mall(4) 1972/1998 2017 1,315,000 493,000 91.7 % Dillard's, Home Depot JCPenney Lubbock, Texas 22 100% SouthPark Mall(4) 1974/1998 2015 802,000 290,000 64.8 % Dillard's, Von Maur Dick's Sporting Goods, JCPenney Moline, Illinois 23 100% Stonewood Center(4)(5) 1953/1997 1991 926,000 355,000 94.6 % — JCPenney, Kohl's, Macy's Downey, California 24 100% Superstition Springs Center(4) 1990/2002 2002 954,000 382,000 87.7 % Dillard's, JCPenney, Macy's — Mesa, Arizona 25 100% Valley Mall 1978/1998 1992 507,000 192,000 89.5 % Target Belk, Dick's Sporting Goods, JCPenney Harrisonburg, Virginia 26 100% Valley River Center 1969/2006 2007 814,000 414,000 96.6 % Macy's JCPenney Eugene, Oregon 27 100% Victor Valley, Mall of(4) 1986/2004 2012 577,000 258,000 98.9 % Macy's Dick's Sporting Goods, JCPenney Victorville, California 28 100% Vintage Faire Mall 1977/1996 2020 916,000 472,000 98.1 % Macy's Dick's Sporting Goods, JCPenney, Macy's Modesto, California 29 100% Washington Square(6) 1974/1999 2005 1,300,000 577,000 97.1 % Macy's Dick's Sporting Goods, JCPenney, Nordstrom Portland, Oregon 30 100% Wilton Mall(4) 1990/2005 2020 740,000 421,000 95.2 % JCPenney, BJ's Wholesale Club Dick's Sporting Goods Saratoga Springs, New York Total Consolidated Centers 29,166,000 14,403,000 93.7 % UNCONSOLIDATED JOINT VENTURE CENTERS: 31 50% Broadway Plaza(4)(6) 1951/1985 2016 996,000 451,000 96.0 % Macy's Nordstrom Walnut Creek, California 32 50.1% Chandler Fashion Center(4) 2001/2002 2023 1,401,000 682,000 97.2 % Dillard's, Macy's, Scheels All Sports — Chandler, Arizona 33 50.1% Corte Madera, The Village at 1985/1998 2020 501,000 265,000 97.7 % Macy's, Nordstrom — Corte Madera, California 34 51% Deptford Mall 1975/2006 2020 1,008,000 435,000 97.7 % JCPenney, Macy's Boscov's, Dick's Sporting Goods Deptford, New Jersey 35 51% FlatIron Crossing(4) 2000/2002 Ongoing 1,390,000 690,000 93.6 % Dillard's, Macy's Dick's Sporting Goods, Forever 21 Broomfield, Colorado 36 50% Kierland Commons 1999/2005 2003 438,000 438,000 98.9 % — — Phoenix, Arizona 37 50% Scottsdale Fashion Square 1961/2002 Ongoing 1,875,000 915,000 96.7 % Dillard's Dick's Sporting Goods, Macy's, Neiman Marcus, Nordstrom Scottsdale, Arizona 38 51% Twenty Ninth Street(5) 1963/1979 2007 683,000 541,000 95.3 % — Home Depot Boulder, Colorado 39 50% Tysons Corner Center(6) 1968/2005 2014 1,846,000 1,106,000 96.2 % — Bloomingdale's, Macy's, Nordstrom, Primark Tysons Corner, Virginia 32 Count Company's Ownership(1) Name of Center/Location(2) Year of Original Construction/ Acquisition Year of Most Recent Expansion/ Renovation Total GLA(3) Mall and Freestanding GLA Percentage of Mall and Freestanding GLA Leased Non-Owned Anchors (3) Company-Owned Anchors (3) 40 19% West Acres 1972/1986 2001 673,000 408,000 98.0 % Macy's JCPenney Fargo, North Dakota Total Unconsolidated Joint Ventures 10,811,000 5,931,000 95.0 % 40 Total Regional Retail Centers 39,977,000 20,334,000 94.1 % COMMUNITY/POWER SHOPPING CENTERS 1 50% Atlas Park, The Shops at(7) 2006/2011 2013 374,000 374,000 96.6 % — — Queens, New York 2 50% Boulevard Shops(7) 2001/2002 2004 205,000 205,000 97.7 % — — Chandler, Arizona 2 Total Community/Power Shopping Centers 579,000 579,000 97.0 % 42 Total before Other Assets 40,556,000 20,913,000 OTHER ASSETS: 100% Various(8)(9) - - 191,000 109,000 — — Kohl's 50% Scottsdale Fashion Square-Office(7) 1984/2002 2016 123,000 — — — — Scottsdale, Arizona 50% Scottsdale Fashion Square-Caesar's Republic Hotel(7) 2024 2024 245,000 — — — — Scottsdale, Arizona 50% Tysons Corner Center-Office(7) 1999/2005 2012 171,000 — — — — Tysons Corner, Virginia 50% Hyatt Regency Tysons Corner Center(7) 2015 2015 290,000 — — — — Tysons Corner, Virginia 50% VITA Tysons Corner Center(7) 2015 2015 399,000 — — — — Tysons Corner, Virginia 50% Tysons Tower(7) 2014 2014 547,000 — — — — Tysons Corner, Virginia OTHER ASSETS UNDER DEVELOPMENT: 5% Paradise Valley Mall(7)(10) 1979/2002 Ongoing 356,000 53,000 — Costco JCPenney Phoenix, Arizona Total Other Assets 2,322,000 162,000 Grand Total 42,878,000 21,075,000 ________________________ (1) The Company's ownership interest in this table reflects its direct or indirect legal ownership interest.
Biggest changeMesa, Arizona 24 100% Valley River Center 1969/2006 2007 813,000 414,000 96.1 % Macy's JCPenney Eugene, Oregon 25 100% Victor Valley, Mall of(4) 1986/2004 2012 576,000 336,000 98.0 % Macy's Dick's Sporting Goods, JCPenney Victorville, California 26 100% Vintage Faire Mall 1977/1996 2020 1,069,000 472,000 97.3 % Furniture City, Macy's Dick's Sporting Goods, JCPenney, Macy's Modesto, California 27 100% Washington Square 1974/1999 2005 1,129,000 406,000 95.7 % Macy's Dick's Sporting Goods, JCPenney, Nordstrom Portland, Oregon Total Consolidated Centers 26,315,000 13,103,000 93.7 % UNCONSOLIDATED JOINT VENTURE CENTERS: 28 50% Broadway Plaza(4)(6) 1951/1985 2016 993,000 448,000 90.9 % Macy's Nordstrom Walnut Creek, California 29 50.1% Chandler Fashion Center 2001/2002 2023 1,412,000 693,000 96.1 % Dillard's, Macy's, Scheels All Sports Seafood City Supermarket Chandler, Arizona 30 50.1% Corte Madera, The Village at 1985/1998 2020 502,000 266,000 98.2 % Macy's, Nordstrom — Corte Madera, California 31 51% Deptford Mall 1975/2006 2020 1,011,000 438,000 98.3 % JCPenney, Macy's Boscov's, Dick's Sporting Goods Deptford, New Jersey 32 51% FlatIron Crossing(4) 2000/2002 Ongoing 1,399,000 700,000 94.3 % Dillard's, Macy's Dick's Sporting Goods Broomfield, Colorado 33 50% Kierland Commons 1999/2005 2003 439,000 439,000 98.2 % — — Phoenix, Arizona 34 50% Scottsdale Fashion Square 1961/2002 Ongoing 1,879,000 919,000 94.9 % Dillard's Dick's Sporting Goods, Macy's, Neiman Marcus, Nordstrom Scottsdale, Arizona 35 51% Twenty Ninth Street(5) 1963/1979 2007 685,000 543,000 95.2 % — Home Depot Boulder, Colorado 36 50% Tysons Corner Center(4)(6) 1968/2005 2014 1,918,000 1,059,000 96.4 % — Bloomingdale's, Macy's, Nordstrom, Primark Tysons Corner, Virginia 37 19% West Acres 1972/1986 2001 673,000 408,000 93.4 % Macy's JCPenney Fargo, North Dakota Total Unconsolidated Joint Ventures 10,911,000 5,913,000 95.0 % 37 Total Regional Retail Centers 37,226,000 19,016,000 94.0 % 34 Count Company's Ownership(1) Name of Center/Location(2) Year of Original Construction/ Acquisition Year of Most Recent Expansion/ Renovation Total GLA(3) Mall and Freestanding GLA Percentage of Mall and Freestanding GLA Leased Non-Owned Anchors (3) Company-Owned Anchors (3) COMMUNITY/POWER SHOPPING CENTER 1 50% Boulevard Shops(7) 2001/2002 2004 205,000 205,000 99.5 % — — Chandler, Arizona 1 Total Community/Power Shopping Center 205,000 205,000 97.0 % 38 Total before Other Assets 37,431,000 19,221,000 OTHER ASSETS: 100% Various(8)(9) - - 83,000 83,000 — — Kohl's 50% Scottsdale Fashion Square-Office(7) 1984/2002 2016 121,000 — — — — Scottsdale, Arizona 50% Scottsdale Fashion Square-Caesar's Republic Hotel(7) 2024 2024 245,000 — — — — Scottsdale, Arizona 50% Tysons Corner Center-Office(7) 1999/2005 2012 171,000 — — — — Tysons Corner, Virginia 50% Hyatt Regency Tysons Corner Center(7) 2015 2015 290,000 — — — — Tysons Corner, Virginia 50% VITA Tysons Corner Center(7) 2015 2015 399,000 — — — — Tysons Corner, Virginia 50% Tysons Tower(7) 2014 2014 547,000 — — — — Tysons Corner, Virginia Total Other Assets 1,856,000 83,000 Grand Total 39,287,000 19,304,000 ________________________ (1) The Company's ownership interest in this table reflects its direct or indirect legal ownership interest.
Under the terms of a typical building or ground lease, the Company pays rent for the use of the building or land and is generally responsible for all costs and expenses associated with the building and improvements. In some cases, the Company has an option or right of first refusal to purchase the land.
Under the terms 35 of a typical building or ground lease, the Company pays rent for the use of the building or land and is generally responsible for all costs and expenses associated with the building and improvements. In some cases, the Company has an option or right of first refusal to purchase the land.
“Company-owned Anchors” is space owned (or leased) by the Company (or, in the case of Joint Venture Centers, by the joint venture property partnership or limited liability company) and leased (or subleased) to Anchor. 33 (4) These Centers have vacant Anchor locations that are owned by the Company or its joint venture.
“Company-owned Anchors” is space owned (or leased) by the Company (or, in the case of Joint Venture Centers, by the joint venture property partnership or limited liability company) and leased (or subleased) to Anchor. (4) These Centers have vacant Anchor locations that are owned by the Company or its joint venture.
(3) Total GLA includes GLA attributable to Anchors (whether owned or non-owned) and Mall and Freestanding Stores as of December 31, 2024. “Non-owned Anchors” is space not owned by the Company (or, in the case of Joint Venture Centers, by the joint venture property partnership or limited liability company) which is occupied by Anchor tenants.
(3) Total GLA includes GLA attributable to Anchors (whether owned or non-owned) and Mall and Freestanding Stores as of December 31, 2025. “Non-owned Anchors” is space not owned by the Company (or, in the case of Joint Venture Centers, by the joint venture property partnership or limited liability company) which is occupied by Anchor tenants.
(14) On August 22, 2024, the Company replaced the existing loan with an $85.0 million loan that bears interest at a fixed rate of 6.72%, is interest only during the entire loan term and matures on September 6, 2034.
(13) On August 22, 2024, the Company replaced the existing loan with an $85.0 million loan that bears interest at a fixed rate of 6.72%, is interest only during the entire loan term and matures on September 6, 2034.
ITEM 2. PROPERTIES The following table sets forth certain information regarding the Centers and other locations that are wholly owned or partly owned by the Company as of December 31, 2024.
ITEM 2. PROPERTIES The following table sets forth certain information regarding the Centers and other locations that are wholly owned or partly owned by the Company as of December 31, 2025.
See “Item 1A.—Risks Related to Our Organizational Structure—Outside partners in Joint Venture Centers result in additional risks to our stockholders.” (2) The Company owned or had an ownership interest in 40 Regional Retail Centers (including office, hotel and residential space adjacent to these shopping centers), two community/power shopping centers and one redevelopment property.
See “Item 1A.—Risks Related to Our Organizational Structure—Outside partners in Joint Venture Centers result in additional risks to our stockholders.” (2) The Company owned or had an ownership interest in 37 Regional Retail Centers (including office, hotel and residential space adjacent to these shopping centers) and one community/power shopping center.
(13) On May 14, 2024, the Company acquired the remaining 40% ownership interest in South Plains Mall that it did not previously own and has consolidated its 100% interest (See Note 15—Acquisitions). In connection with the acquisition, the Company assumed the partner's share of the loan on the property.
The loan is non-recourse to the Company. (12) On May 14, 2024, the Company acquired the remaining 40% ownership interest in South Plains Mall that it did not previously own and has consolidated its 100% interest (See Note 15—Acquisitions). In connection with the acquisition, the Company assumed the partner's share of the loan on the property.
On June 27, 2024, the Company's joint venture in Chandler Fashion Center refinanced the existing $256.0 million loan on the 36 property with a $275.0 million loan that bears interest at a fixed rate of 7.06%, is interest only during the entire loan term and matures on July 1, 2029.
On June 27, 2024, the Company's joint venture in Chandler Fashion Center refinanced the existing $256.0 million loan on the property with a $275.0 million loan that bears interest at a fixed rate of 7.06%, is interest only during the entire loan term and matures on July 1, 2029. (17) Effective February 6, 2026, the loan is in default.
In connection with the acquisition, the Company assumed the partner's share of the loan on the property. (10) On October 24, 2024, the Company acquired the remaining 40% ownership interest in Los Cerritos Center that it did not previously own and has consolidated its 100% interest (See Note 15—Acquisitions).
The interest rate remained unchanged at 5.90%. (9) On October 24, 2024, the Company acquired the remaining 40% ownership interest in Los Cerritos Center that it did not previously own and has consolidated its 100% interest (See Note 15—Acquisitions). In connection with the acquisition, the Company assumed the partner's share of the loan on the property.
Unamortized deferred finance costs at December 31, 2024 were $22.0 million for Consolidated Centers and $7.1 million for Unconsolidated Joint Venture Centers (at the Company's pro rata share). (2) The interest rate disclosed represents the effective interest rate, including the impact of debt discounts and deferred finance costs.
Unamortized deferred finance costs at December 31, 2025 were $20.3 million for Consolidated Centers and $5.1 million for Unconsolidated Joint Venture Centers (at the Company's pro rata share). (2) The interest rate disclosed represents the effective interest rate, including the impact of debt discounts and deferred finance costs.
In connection with the acquisition, the Company assumed the partner's share of the loan on the property. (11) On October 28, 2024, the Company closed a $525.0 million, five-year refinance of the loan on Queens Center. The new loan bears interest at a fixed rate of 5.37%, is interest only during the entire loan term and matures November 6, 2029.
(10) On October 28, 2024, the Company closed a $525.0 million, five-year refinance of the loan on Queens Center. The new loan bears interest at a fixed rate of 5.37%, is interest only during the entire loan term and matures November 6, 2029. (11) Effective April 9, 2024, the loan is in default and accrues incremental default interest of 4%.
LEGAL PROCEEDINGS None of the Company, the Operating Partnership, the Management Companies or their respective affiliates is currently involved in any material legal proceedings. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 37 PART II
The Company's joint venture is in negotiations with the lender on the terms of this loan. 38 ITEM 3. LEGAL PROCEEDINGS None of the Company, the Operating Partnership, the Management Companies or their respective affiliates is currently involved in any material legal proceedings. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 39 PART II
The debt discounts as of December 31, 2024 consisted of the following: Property Pledged as Collateral Consolidated Centers: Arrowhead Towne Center $ 27,552 Lakewood Center 19,723 Los Cerritos Center 22,521 South Plains 6,130 $ 75,926 The mortgage notes payable balances also include unamortized deferred finance costs that are amortized into interest expense over the remaining term of the related debt in a manner that approximates the effective interest method.
The debt discounts are being amortized into interest expense over the term of the related debt in a manner which approximates the effective interest method. 37 The debt discounts as of December 31, 2025 consisted of the following: Property Pledged as Collateral Consolidated Centers: Arrowhead Towne Center $ 18,851 Los Cerritos Center 14,573 $ 33,424 The mortgage notes payable balances also include unamortized deferred finance costs that are amortized into interest expense over the remaining term of the related debt in a manner that approximates the effective interest method.
The information set forth below is as of December 31, 2024 (dollars in thousands): Property Pledged as Collateral Fixed or Floating Carrying Amount(1) Effective Interest Rate(2) Annual Debt Service(3) Maturity Date(4) Balance Due on Maturity Earliest Date Notes Can Be Defeased or Be Prepaid Consolidated Centers: Arrowhead Towne Center(5) Fixed $ 351,905 6.75 % 23,055 2/1/28 354,259 Any Time Danbury Fair Mall(6) Fixed 152,149 6.59 % 10,036 2/6/34 144,667 6/7/2026 Fashion Outlets of Chicago Fixed 299,465 4.61 % 13,740 2/1/31 300,000 Any Time Fashion Outlets of Niagara Falls USA(7) Fixed 80,775 6.52 % 8,719 10/6/26 74,862 Any Time Freehold Raceway Mall Fixed 399,210 3.94 % 15,600 11/1/29 386,013 Any Time Fresno Fashion Fair Fixed 324,652 3.67 % 11,658 11/1/26 325,000 Any Time Green Acres Mall(8) Fixed 361,948 6.62 % 21,826 1/6/28 370,000 8/17/2025 Kings Plaza Shopping Center Fixed 537,471 3.71 % 19,543 1/1/30 540,000 Any Time Lakewood Center(9) Fixed 304,557 8.00 % 21,907 6/1/26 308,844 Any Time Los Cerritos Center(10) Fixed 472,745 5.77 % 30,077 11/1/27 464,519 Any Time Pacific View Fixed 70,560 5.45 % 4,792 5/6/32 62,877 Any Time Queens Center(11) Fixed 522,945 5.45 % 28,193 11/6/29 525,000 11/5/2027 Santa Monica Place(12) Floating 298,791 6.35 % 17,757 12/9/24 300,000 Any Time SanTan Village Regional Center Fixed 219,595 4.34 % 9,460 7/1/29 220,000 Any Time South Plains Mall(13) Fixed 193,870 7.97 % 8,441 11/6/25 200,000 Any Time Victor Valley, Mall of(14) Fixed 83,928 6.85 % 5,715 9/6/34 85,000 11/21/2026 Vintage Faire Mall Fixed 219,959 3.55 % 15,069 3/6/26 211,507 Any Time $ 4,894,525 Property Pledged as Collateral Fixed or Floating Carrying Amount(1) Effective Interest Rate(2) Annual Debt Service(3) Maturity Date(4) Balance Due on Maturity Earliest Date Notes Can Be Defeased or Be Prepaid Unconsolidated Joint Venture Centers (at the Company's Pro Rata Share): Atlas Park, The Shops at(50%) Floating $ 32,431 9.49 % 2,843 11/9/26 32,500 Any Time Boulevard Shops(50%)(15) Floating 11,814 7.37 % 838 12/5/28 12,000 Any Time Broadway Plaza(50%) Fixed 214,120 4.19 % 13,172 4/1/30 189,724 Any Time Chandler Fashion Center(50.1%)(16) Fixed 137,189 7.15 % 9,727 7/1/29 137,775 7/5/2025 Corte Madera, The Village at(50.1%) Fixed 107,415 3.53 % 6,074 9/1/28 98,753 Any Time Deptford Mall(51%) Fixed 71,199 3.98 % 5,795 4/3/26 67,503 Any Time FlatIron Crossing(51%)(17) Floating 86,407 9.14 % 7,176 2/9/25 86,467 Any Time Kierland Commons(50%) Fixed 94,915 3.98 % 6,407 4/1/27 88,724 Any Time Paradise Valley I(5%) Floating 1,219 8.30 % 101 10/29/26 1,219 Any Time Paradise Valley II(5%) Fixed 945 6.95 % 66 7/21/26 945 Any Time Paradise Valley Retail(5%) Floating 736 7.53 % 55 2/3/27 736 Any Time Scottsdale Fashion Square(50%) Fixed 349,227 6.28 % 22,052 3/6/28 350,000 8/4/2025 Twenty Ninth Street(51%) Fixed 76,500 4.10 % 3,137 2/6/26 76,500 Any Time Tysons Corner Center(50%) Fixed 351,009 6.89 % 23,758 12/6/28 355,000 5/7/2026 Tysons Tower(50%) Fixed 94,699 3.38 % 3,164 10/11/29 95,000 Any Time Tysons Vita(50%) Fixed 44,672 3.43 % 1,485 12/1/30 45,000 Any Time West Acres - Development(19%) Fixed 1,150 3.72 % 42 10/10/29 1,154 Any Time West Acres(19%) Fixed 12,150 4.61 % 1,025 3/1/32 8,256 Any Time $ 1,687,797 35 _______________________________________________________________________________ (1) The mortgage notes payable balances include the unamortized debt discounts.
The information set forth below is as of December 31, 2025 (dollars in thousands): Property Pledged as Collateral Fixed or Floating Carrying Amount(1) Effective Interest Rate(2) Annual Debt Service(3) Maturity Date(4) Balance Due on Maturity Earliest Date Notes Can Be Defeased or Be Prepaid Consolidated Centers: Arrowhead Towne Center(5) Fixed $ 352,776 6.75 % 23,055 2/1/28 354,259 Any Time Crabtree Mall(6) Floating 155,793 6.74 % 9,998 8/6/29 159,100 Any Time Danbury Fair Mall(7) Fixed 152,455 6.59 % 10,036 2/6/34 144,667 6/27/2026 Fashion Outlets of Chicago Fixed 299,554 4.61 % 13,740 2/1/31 300,000 Any Time Fashion Outlets of Niagara Falls USA(8) Fixed 76,995 6.52 % 8,719 10/6/26 74,355 Any Time Freehold Raceway Mall Fixed 399,376 3.94 % 15,600 11/1/29 386,013 Any Time Fresno Fashion Fair Fixed 324,851 3.67 % 11,658 11/1/26 325,000 Any Time Green Acres Mall Fixed 364,632 6.62 % 21,826 1/6/28 370,000 Any Time Kings Plaza Shopping Center Fixed 528,906 3.71 % 28,973 1/1/30 487,000 Any Time Los Cerritos Center(9) Fixed 465,727 5.77 % 30,077 11/1/27 459,667 Any Time Pacific View Fixed 69,691 5.45 % 4,792 5/6/32 62,877 Any Time Queens Center(10) Fixed 523,346 5.45 % 28,193 11/6/29 525,000 4/1/2027 Santa Monica Place(11) Floating 300,000 5.27 % 15,816 12/9/24 300,000 Any Time SanTan Village Regional Center Fixed 219,687 4.34 % 9,460 7/1/29 220,000 Any Time South Plains Mall(12) Fixed 200,000 4.22 % 8,441 11/6/25 200,000 Any Time Victor Valley, Mall of(13) Fixed 84,033 6.85 % 5,715 9/6/34 85,000 11/21/2026 Vintage Faire Mall Fixed 212,728 3.55 % 15,069 3/6/26 211,507 Any Time Washington Square(14) Fixed 338,396 5.63 % 18,962 4/6/35 340,000 5/6/2028 $ 5,068,946 Property Pledged as Collateral Fixed or Floating Carrying Amount(1) Effective Interest Rate(2) Annual Debt Service(3) Maturity Date(4) Balance Due on Maturity Earliest Date Notes Can Be Defeased or Be Prepaid Unconsolidated Joint Venture Centers (at the Company's Pro Rata Share): Boulevard Shops(50%)(15) Floating 11,861 6.67 % 754 12/5/28 12,000 Any Time Broadway Plaza(50%) Fixed 209,881 4.19 % 13,172 4/1/30 189,724 Any Time Chandler Fashion Center(50.1%)(16) Fixed 137,319 7.15 % 9,727 7/1/29 137,775 Any Time Corte Madera, The Village at(50.1%) Fixed 105,108 3.53 % 6,074 9/1/28 98,753 Any Time Deptford Mall(51%) Fixed 67,931 4.00 % 5,795 4/3/26 67,185 Any Time Kierland Commons(50%) Fixed 92,232 3.98 % 6,407 4/1/27 88,724 Any Time Scottsdale Fashion Square(50%) Fixed 349,471 6.28 % 22,052 3/6/28 350,000 Any Time Twenty Ninth Street(51%)(17) Fixed 76,500 4.10 % 3,137 2/6/26 76,500 Any Time Tysons Corner Center(50%) Fixed 352,028 6.89 % 23,758 12/6/28 355,000 5/7/2026 Tysons Tower(50%) Fixed 94,763 3.38 % 3,164 10/11/29 95,000 Any Time Tysons Vita(50%) Fixed 44,738 3.43 % 1,485 12/1/30 45,000 Any Time West Acres - Development(19%) Fixed 1,399 3.72 % 52 10/10/29 1,405 Any Time West Acres(19%) Fixed 11,681 4.61 % 1,025 3/1/32 8,256 Any Time $ 1,554,912 _______________________________________________________________________________ (1) The mortgage notes payable balances include the unamortized debt discounts.
(6) On January 25, 2024, the Company replaced the existing $116.9 million mortgage loan on Danbury Fair Mall with a new $155.0 million loan that bears interest at a fixed rate of 6.39%, is interest only during the majority of the loan term and matures on February 6, 2034.
(7) On January 25, 2024, the Company replaced the existing loan with a $155.0 million loan that bears interest at a fixed rate of 6.39%, is interest only during the majority of the loan term and matures on February 6, 2034. (8) On March 19, 2024, the Company closed on a three-year extension of the loan to October 6, 2026.
With respect to the two stores, the underlying land is owned by third parties and leased to the Company pursuant to long-term building or ground leases.
(9) The Company owns one store located at a shopping center not owned by the Company, which has been leased to Kohl's. With respect to the one store, the underlying land is owned by a third party and leased to the Company pursuant to a long-term building or ground lease.
Debt discounts represent the deficiency of the fair value of debt under the principal value of debt assumed in various acquisitions. The debt discounts are being amortized into interest expense over the term of the related debt in a manner which approximates the effective interest method.
Debt discounts represent the deficiency of the fair value of debt under the principal value of debt assumed in various acquisitions.
The first phase began opening in the fourth quarter of 2024. The existing Costco and JCPenney stores currently remain open and have been open during the entire construction period. 34 Mortgage Debt The following table sets forth certain information regarding the mortgages encumbering the Centers, including those Centers in which the Company has less than a 100% interest.
The ground lease terminates in 2027. 36 Mortgage Debt The following table sets forth certain information regarding the mortgages encumbering the Centers, including those Centers in which the Company has less than a 100% interest.
Removed
(9) The Company owns an office building and two stores located at shopping centers not owned by the Company. Of the two stores, one has been leased to Kohl's and one has been leased for non-Anchor use. With respect to the office building, the underlying land is owned in fee entirely by the Company.
Added
Count Company's Ownership(1) Name of Center/Location(2) Year of Original Construction/ Acquisition Year of Most Recent Expansion/ Renovation Total GLA(3) Mall and Freestanding GLA Percentage of Mall and Freestanding GLA Leased Non-Owned Anchors (3) Company-Owned Anchors (3) CONSOLIDATED CENTERS: 1 100% Arrowhead Towne Center 1993/2002 2015 1,078,000 472,000 99.6 % Dillard's, JCPenney, Macy's Dick's Sporting Goods Glendale, Arizona 2 100% Crabtree Mall 1972/2025 Ongoing 1,321,000 697,000 95.0 % Macy's Belk, Belk Men's, Dick's House of Sport Raleigh, North Carolina 3 100% Danbury Fair Mall(4) 1986/2005 2016 1,275,000 592,000 95.2 % JCPenney, Macy's Dick's Sporting Goods, Primark, Target Danbury, Connecticut 4 100% Desert Sky Mall 1981/2002 2007 638,000 271,000 98.6 % Dillard's La Curacao, Mercado de los Cielos Phoenix, Arizona 5 100% Eastland Mall(5) 1978/1998 1996 1,013,000 524,000 91.1 % Dillard's, Macy's JCPenney Evansville, Indiana 6 100% Fashion District Philadelphia(4) 1977/2014 2019 723,000 496,000 89.4 % — Burlington, Primark Philadelphia, Pennsylvania 7 100% Fashion Outlets of Chicago 2013/— - 529,000 529,000 100.0 % — — Rosemont, Illinois 8 100% Fashion Outlets of Niagara Falls USA 1982/2011 2014 685,000 685,000 73.1 % — — Niagara Falls, New York 9 100% Freehold Raceway Mall(4) 1990/2005 2007 1,653,000 844,000 97.9 % Dick's House of Sport, JCPenney, Macy's Primark Freehold, New Jersey 10 100% Fresno Fashion Fair(4) 1970/1996 2006 974,000 419,000 95.5 % Macy's JCPenney, Macy's Fresno, California 11 100% Green Acres Mall(4)(5)(6) 1956/2013 Ongoing 1,913,000 989,000 94.2 % — BJ's Wholesale Club, Dick's Sporting Goods, Macy's (two), Primark, Walmart Valley Stream, New York 12 100% Inland Center(4) 1966/2004 2016 894,000 323,000 97.4 % Macy's JCPenney San Bernardino, California 13 100% Kings Plaza Shopping Center(5) 1971/2012 2018 1,097,000 396,000 93.4 % Macy's Burlington, Lowe's, Primark, Target Brooklyn, New York 14 100% La Cumbre Plaza(5) 1967/2004 1989 325,000 175,000 87.6 % Macy's — Santa Barbara, California 15 100% Los Cerritos Center(4)(6) 1971/1999 2016 1,287,000 534,000 96.1 % Macy's, Nordstrom Dick's Sporting Goods Cerritos, California 16 100% NorthPark Mall(4) 1973/1998 2001 900,000 365,000 84.0 % Dillard's, JCPenney, Von Maur — Davenport, Iowa 17 100% Pacific View 1965/1996 2001 883,000 398,000 79.7 % JCPenney, Target Macy's Ventura, California 33 Count Company's Ownership(1) Name of Center/Location(2) Year of Original Construction/ Acquisition Year of Most Recent Expansion/ Renovation Total GLA(3) Mall and Freestanding GLA Percentage of Mall and Freestanding GLA Leased Non-Owned Anchors (3) Company-Owned Anchors (3) 18 100% Queens Center(5) 1973/1995 2004 964,000 407,000 98.6 % Burlington, JCPenney, Macy's — Queens, New York 19 100% Santa Monica Place 1980/1999 Ongoing 357,000 357,000 71.2 % — — Santa Monica, California 20 84.9% SanTan Village Regional Center 2007/— 2018 1,187,000 780,000 96.8 % Dillard's, Macy's Dick's Sporting Goods Gilbert, Arizona 21 100% South Plains Mall(4) 1972/1998 2017 1,313,000 492,000 91.7 % Dillard's, Home Depot JCPenney Lubbock, Texas 22 100% Stonewood Center(4)(5) 1953/1997 1991 925,000 355,000 98.0 % — JCPenney, Kohl's, Macy's Downey, California 23 100% Superstition Springs Center(4) 1990/2002 2002 794,000 375,000 90.2 % Dillard's, JCPenney Going, Going, Gone!
Removed
The two ground leases terminate in years 2027 and 2028. (10) Construction started in summer 2021 on the first phase of a multi-phase, multi-year project to convert the former regional retail center Paradise Valley Mall into a mixed-used development with high-end grocery, restaurants, multi-family residences, offices, retail shops and other elements on the 92-acre site.
Added
(6) On August 7, 2025, the Company closed on an initial $159.1 million two-year term loan with two one-year extension options on Crabtree Mall. The term loan also allows for additional requested advances of up to $51.2 million based on defined conditions for capital expenditures and leasing costs for a maximum total term loan of $210.3 million.
Removed
(7) On March 19, 2024, the Company closed on a three-year extension of the loan to October 6, 2026. The interest rate remained unchanged at 5.90%. (8) On January 3, 2023, the Company closed on a five-year $370.0 million combined refinance of Green Acres Mall and Green Acres Commons.
Added
The term loan bears interest at a rate of SOFR plus 2.50%. The Company has purchased a SOFR interest rate cap for the initial term loan advance with a strike rate of 5.0% for the two-year base term of the term loan.
Removed
The new interest only loan bears interest at a fixed rate of 5.90% and matures on January 6, 2028. (9) On October 24, 2024, the Company acquired the remaining 40% ownership interest in Lakewood Center that it did not previously own and has consolidated its 100% interest (See Note 15—Acquisitions).
Added
The Company used a portion of the net proceeds from this term loan to fully repay borrowings outstanding on the Company's revolving credit facility (See Note 15—Acquisitions).
Removed
(12) On December 9, 2022, the Company closed on a three-year extension of the loan to December 9, 2025, including extension options. The interest rate remained unchanged at LIBOR plus 1.48%, and has converted to 1-month Term SOFR plus 1.52% effective July 9, 2023.
Added
On March 18, 2025, a court appointed receiver assumed operational control and managerial responsibility for Santa Monica Place. The Company anticipates the disposition of the asset, which is under the control of the receiver, will be executed through foreclosure, deed-in-lieu of foreclosure, or by some other means, and is expected to be completed in the near future.
Removed
The loan was covered by an interest rate cap agreement that effectively prevented LIBOR from exceeding 4.0% during the period ending December 9, 2023. The interest rate cap agreement was converted to 1-month Term SOFR effective July 9, 2023.
Added
Although the Company is no longer funding any cash shortfall, it will continue to record the operations of the property until the title for the Center is transferred and its obligation for the loan is discharged. Once title to the property is transferred, the Company will remove the net assets and liabilities from the Company's consolidated balance sheets.
Removed
The interest rate cap agreement was extended with a 4% strike rate to December 9, 2024 and was not renewed upon its maturity. Effective April 9, 2024, the loan is in default and accrues incremental default interest of 4%. The Company is in negotiations with the lender on the terms of this non-recourse loan.
Added
Effective November 6, 2025, the loan was in default and accrued incremental default interest of 4%. On February 6, 2026, the Company extended the loan maturity on the $200.0 million loan at South Plains Mall to November 6, 2029, at the existing rate of 4.22%.
Removed
(17) The loan bore interest at SOFR plus 3.70%, and was covered by an interest rate cap agreement that effectively prevented SOFR from exceeding 4.0% through February 15, 2024 and 5.0% through February 9, 2025.
Added
(14) On March 27, 2025, the Company closed a $340.0 million, ten-year loan on Washington Square, which matures on April 6, 2035. The loan bears interest at a fixed rate of 5.58% and is interest only during the entire loan term.
Removed
On February 7, 2025, the Company's joint venture in Flatiron Crossing repaid in full the $14.5 million mezzanine loan and $14.5 million of the first mortgage, and obtained a 90-day extension for the remaining $140.5 million of the first mortgage.
Removed
The mezzanine loan had an interest rate of SOFR plus 12.25% and the first mortgage has an interest rate of SOFR plus 2.90% for a weighted average aggregate interest rate of SOFR plus 3.70%. The interest rate on the first mortgage is SOFR plus 2.90% during the extension period. ITEM 3.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

6 edited+1 added−0 removed4 unchanged
Biggest changeAll rights reserved. 12/31/19 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 The Macerich Company 100.00 45.71 77.01 52.04 75.90 102.06 S&P Midcap 400 Index 100.00 113.66 141.80 123.28 143.54 163.54 FTSE Nareit Equity Retail Index 100.00 74.82 113.65 98.55 108.96 124.22 Recent Sales of Unregistered Securities None. 39 Issuer Purchases of Equity Securities Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1) October 1, 2024 to October 31, 2024 — $ — — $ 278,707,048 November 1, 2024 to November 30, 2024 — — — $ 278,707,048 December 1, 2024 to December 31, 2024 — — — $ 278,707,048 — $ — — (1) On February 12, 2017, the Company's Board of Directors authorized the repurchase of up to $500.0 million of the Company's outstanding common shares from time to time as market conditions warrant. 40 ITEM 6.
Biggest changeThese shares of common stock were issued in a private placement to a limited partner of the Operating Partnership, an accredited investor, pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. 41 Issuer Purchases of Equity Securities Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1) October 1, 2025 to October 31, 2025 — $ — — $ 278,707,048 November 1, 2025 to November 30, 2025 — — — $ 278,707,048 December 1, 2025 to December 31, 2025 — — — $ 278,707,048 — $ — — (1) On February 12, 2017, the Company's Board of Directors authorized the repurchase of up to $500.0 million of the Company's outstanding common shares from time to time as market conditions warrant. 42 ITEM 6.
The FTSE Nareit Equity Retail Index is an industry index of publicly-traded REITs that include the Company. The graph assumes that the value of the investment in each of the Company's common stock and the indices was $100 at the close of the market on December 31, 2019.
The FTSE Nareit Equity Retail Index is an industry index of publicly-traded REITs that include the Company. The graph assumes that the value of the investment in each of the Company's common stock and the indices was $100 at the close of the market on December 31, 2020.
To maintain its qualification as a REIT, the Company is required each year to distribute to stockholders at least 90% of its net taxable income after certain adjustments. The Company paid all of its 2024 and 2023 quarterly dividends in cash.
To maintain its qualification as a REIT, the Company is required each year to distribute to stockholders at least 90% of its net taxable income after certain adjustments. The Company paid all of its 2025 and 2024 quarterly dividends in cash.
Stock Performance Graph The following graph provides a comparison, from December 31, 2019 through December 31, 2024, of the yearly percentage change in the cumulative total stockholder return (assuming reinvestment of dividends) of the Company, the Standard & Poors ("S&P") Midcap 400 Index, and the FTSE Nareit Equity Retail Index.
Stock Performance Graph The following graph provides a comparison, from December 31, 2020 through December 31, 2025, of the yearly percentage change in the cumulative total stockholder return (assuming reinvestment of dividends) of the Company, the Standard & Poors ("S&P") Midcap 400 Index, and the FTSE Nareit Equity Retail Index.
The historical information set forth below is not necessarily indicative of future performance. 38 Data for the S&P Midcap 400 Index and the FTSE Nareit Equity Retail Index were provided by Research Data Group. Copyright© 2025 S&P, a division of The McGraw-Hill Companies Inc.
The historical information set forth below is not necessarily indicative of future performance. 40 Data for the S&P Midcap 400 Index and the FTSE Nareit Equity Retail Index were provided by Research Data Group. Copyright© 2026 S&P, a division of The McGraw-Hill Companies Inc.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The common stock of the Company is listed and traded on the New York Stock Exchange under the symbol "MAC". As of February 27, 2025, there were approximately 485 stockholders of record.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The common stock of the Company is listed and traded on the New York Stock Exchange under the symbol "MAC". As of February 18, 2026, there were approximately 460 stockholders of record.
Added
All rights reserved. 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 12/31/25 The Macerich Company 100.00 168.48 113.85 166.06 218.80 210.76 S&P Midcap 400 Index 100.00 124.76 108.47 126.29 143.88 154.68 FTSE Nareit Equity Retail Index 100.00 151.91 131.72 145.64 166.04 174.43 Recent Sales of Unregistered Securities On November 25, 2025, the Company, as general partner of the Operating Partnership, issued 61,676 shares of common stock of the Company, upon redemption of 61,676 common partnership units of the Operating Partnership.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

134 edited+53 added−23 removed99 unchanged
Biggest changeAsset sales will focus on whether a property is core to the Company’s strategy and may include defaulting on certain mortgage debts on the Company’s properties and giving possession of such secured properties to the lender. 52 Uses of Capital The following tables summarize capital expenditures and lease acquisition costs incurred at the Centers (at the Company's pro rata share) for the years ended December 31: (Dollars in thousands) 2024 2023 2022 Consolidated Centers: Acquisitions of property, building improvement and equipment(1) $ 214,059 $ 83,025 $ 49,459 Development, redevelopment, expansion and renovation of Centers 104,513 94,601 55,493 Tenant allowances 20,615 27,083 25,045 Deferred leasing charges 4,442 5,595 2,443 $ 343,629 $ 210,304 $ 132,440 Joint Venture Centers (at the Company's pro rata share): Acquisitions of property, building improvement and equipment $ 14,440 $ 17,628 $ 13,222 Development, redevelopment, expansion and renovation of Centers 39,759 58,091 74,592 Tenant allowances 20,972 18,533 16,757 Deferred leasing charges 5,628 4,644 4,057 $ 80,799 $ 98,896 $ 108,628 _______________________________________________________________________________ (1) For the twelve months ended December 31, 2024, this includes cash paid of $129.0 million, excluding the assumption of the partner's share of certain cash balances, on October 24, 2024, for the Company's acquisition of its joint venture partner's 40% interest in Lakewood Center, Los Cerritos Center and Washington Square.
Biggest changeUses of Capital The following tables summarize capital expenditures and lease acquisition costs incurred at the Centers (at the Company's pro rata share) for the years ended December 31: (Dollars in thousands) 2025 2024 2023 Consolidated Centers: Acquisitions of property(1) $ 290,000 $ 170,829 $ 46,687 Property improvements 34,622 43,230 36,338 Development, redevelopment, expansion and renovation of Centers 100,210 104,513 94,601 Tenant allowances 31,398 20,615 27,083 Deferred leasing charges 5,489 4,442 5,595 $ 461,719 $ 343,629 $ 210,304 Joint Venture Centers (at the Company's pro rata share): Property improvements $ 9,327 $ 14,440 $ 17,628 Development, redevelopment, expansion and renovation of Centers 77,735 39,759 58,091 Tenant allowances 14,293 20,972 18,533 Deferred leasing charges 3,632 5,628 4,644 $ 104,987 $ 80,799 $ 98,896 _______________________________________________________________________________ (1) For the twelve months ended December 31, 2025, this includes the $290.0 million acquisition of Crabtree Mall, excluding closing adjustments and other related transaction costs (See "Acquisitions" in Management's Overview and Summary).
The Company used the net proceeds to pay down debt. On July 17, 2023, the Company sold Superstition Springs Power Center, a 204,000 square foot power center in Mesa, Arizona, for $5.6 million, which resulted in a gain on sale of assets of $1.9 million. The Company used the net proceeds to pay down debt.
On July 17, 2023, the Company sold Superstition Springs Power Center, a 204,000 square foot power center in Mesa, Arizona, for $5.6 million, which resulted in a gain on sale of assets of $1.9 million. The Company used the net proceeds to pay down debt.
The existing $324.6 million loan on the property was repaid, and $77.6 million of net proceeds were generated at the Company’s 25% ownership share, which were used to reduce the Company’s revolving loan facility. As a result of this transaction, the Company recognized its share of gain on sale of assets of $8.1 million.
The existing $324.6 million loan on the property was repaid, and $77.6 million of net proceeds were generated at the Company’s 25% ownership share, which were used to reduce the Company’s revolving credit facility. As a result of this transaction, the Company recognized its share of gain on sale of assets of $8.1 million.
The Company’s significant accounting policies and estimates are described in more detail in Note 2—Summary of Significant Accounting Policies in the Company’s Notes to the Consolidated Financial Statements. However, the following policies are deemed to be critical: Acquisitions: Upon the acquisition of real estate properties, the Company evaluates whether the acquisition is a business combination or asset acquisition.
The Company’s significant accounting policies and estimates are described in more detail in Note 2—Summary of Significant Accounting Policies in the Company’s Notes to the Consolidated Financial Statements. However, the following policies are deemed to be critical: 48 Acquisitions: Upon the acquisition of real estate properties, the Company evaluates whether the acquisition is a business combination or asset acquisition.
On September 11, 2023, the Company and Operating Partnership entered into an amended and restated credit agreement, which amended and restated their prior $525.0 million credit agreement, and provides for an aggregate $650.0 million revolving loan facility that matures on February 1, 2027, with a one-year extension option.
On September 11, 2023, the Company and Operating Partnership entered into an amended and restated credit agreement, which amended and restated their prior $525.0 million credit agreement, and provides for an aggregate $650.0 million revolving credit facility that matures on February 1, 2027, with a one-year extension option.
In order to deleverage its capital structure, the Company may pursue asset dispositions and acquisitions, experience organic growth in EBITDA as tenants in its lease pipeline open for business, be selective about undertaking new development and redevelopment projects, and/or issue common stock.
In order to deleverage its capital structure, the Company may pursue asset dispositions and acquisitions, experience organic growth in 51 EBITDA as tenants in its lease pipeline open for business, be selective about undertaking new development and redevelopment projects, and/or issue common stock.
On September 11, 2023, the Company and the Operating Partnership entered into an amended and restated credit agreement, which amended and restated their prior credit agreement, and provides for an aggregate $650.0 million revolving loan facility that matures on February 1, 2027, with a one-year extension option.
On September 11, 2023, the Company and the Operating Partnership entered into an amended and restated credit agreement, which amended and restated their prior credit agreement, and provides for an aggregate $650.0 million revolving credit facility that matures on February 1, 2027, with a one-year extension option.
The Company records any such impairment up to the extent of its investment. Fair Value of Financial Instruments: The fair value hierarchy distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity and the reporting entity's own assumptions about market participant assumptions.
The Company records any such impairment up to the extent of its investment. 49 Fair Value of Financial Instruments: The fair value hierarchy distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity and the reporting entity's own assumptions about market participant assumptions.
Elevated interest rates have increased, and may continue to increase, the cost of the Company’s borrowings due to its outstanding floating-rate debt and have led, and may continue to lead, to higher interest rates on new fixed-rate debt.
Interest rates have increased, and may continue to increase, the cost of the Company’s borrowings due to its outstanding floating-rate debt and have led, and may continue to lead, to higher interest rates on new fixed-rate debt.
On January 3, 2023, the Company replaced the existing $363.0 million of combined loans on Green Acres Mall and Green Acres Commons, both of which were scheduled to mature during the first quarter of 2023, with a $370.0 million loan that bears interest at a fixed rate of 5.90%, is interest only during the entire loan term and matures on January 6, 2028.
Financing Activities: On January 3, 2023, the Company replaced the existing $363.0 million of combined loans on Green Acres Mall and Green Acres Commons, both of which were scheduled to mature during the first quarter of 2023, with a $370.0 million loan that bears interest at a fixed rate of 5.90%, is interest only during the entire loan term and matures on January 6, 2028.
The Company’s joint venture in FlatIron Crossing, a 1,390,000 square foot regional retail center in Broomfield, Colorado, is developing luxury, multi-family residential units, new/repurposed retail and food and beverage uses, and a community plaza, in addition to the redevelopment of the vacant former Nordstrom store located on the property.
The Company’s joint venture in FlatIron Crossing, a 1,399,000 square foot regional retail center in Broomfield, Colorado, is developing luxury, multi-family residential units, new/repurposed retail and food and beverage uses, and a community plaza, in addition to the redevelopment of the vacant former Nordstrom store located on the property.
(2) See Note 8—Leases in the Company's Notes to the Consolidated Financial Statements. 55 Funds From Operations ("FFO") The Company uses FFO in addition to net (loss) income to report its operating and financial results and considers FFO and FFO — diluted as supplemental measures for the real estate industry and a supplement to GAAP measures.
(2) See Note 8—Leases in the Company's Notes to the Consolidated Financial Statements. 59 Funds From Operations ("FFO") The Company uses FFO in addition to net (loss) income to report its operating and financial results and considers FFO and FFO — diluted as supplemental measures for the real estate industry and a supplement to GAAP measures.
The decrease in interest income from the financing arrangement is primarily due to the change in fair value of the underlying properties and the mortgage notes payable on the underlying properties and Chandler Freehold no longer being accounted for as a financing arrangement (See Note 12—Financing Arrangement in the Company's Notes to the Consolidated Financial Statements).
The increase in interest income from the financing arrangement is primarily due to the change in fair value of the underlying properties and the mortgage notes payable on the underlying properties and Chandler Freehold no longer being accounted for as a financing arrangement (See Note 12—Financing Arrangement in the Company's Notes to the Consolidated Financial Statements).
The Company expects to incur approximately $250.0 million to $300.0 million during 2025 for development, redevelopment, expansion and renovations, which includes Scottsdale Fashion Square, Green Acres Mall and FlatIron Crossing (See "Redevelopment and Development Activities" in Management’s Overview and Summary).
The Company expects to incur approximately $250.0 million to $300.0 million during 2026 for development, redevelopment, expansion and renovations, which includes Scottsdale Fashion Square, Green Acres Mall and FlatIron Crossing (See "Redevelopment and Development Activities" in Management’s Overview and Summary).
Capital for these expenditures, developments and/or redevelopments has been, and is expected to continue to be, obtained from a combination of cash on hand, cash generated from operations, asset sales, debt or equity financings, which may include borrowings under the Company's revolving loan facility and sales of common stock, from property financings and construction loans, each to the extent available.
Capital for these expenditures, developments and/or redevelopments has been, and is expected to continue to be, obtained from a combination of cash on hand, cash generated from operations, asset sales, debt or equity 56 financings, which may include borrowings under the Company's revolving credit facility and sales of common stock, from property financings and construction loans, each to the extent available.
Results of Operations Many of the variations in the results of operations, discussed below, occurred because of the transactions affecting the Company's properties described above, including those related to the Redevelopment Properties, the JV Transition Centers and the Disposition Properties (each as defined below).
Results of Operations Many of the variations in the results of operations, discussed below, occurred because of the transactions affecting the Company's properties described above, including those related to the Redevelopment Properties, the Acquisition Property, the JV Transition Centers and the Disposition Properties (each as defined below).
Essential goals of the Path Forward Plan include: • Deleverage the capital structure, with a focus on reducing the Company’s Net Debt to Adjusted EBITDA leverage ratio over the next three to four years; • Invest in and fortify the Company’s key assets in the portfolio; 48 • Proactively consolidate selected joint venture assets over time that are core to the Company’s overall strategy; • Deliver a post-deleveraging Funds From Operations (“FFO”) launch point goal over the next three to four years; • Achieve outstanding operational results through rigorous internal process improvements; and • Position the Company to take an offensive stance on acquisitions, reinvestment and selected development.
Essential goals of the Path Forward Plan include: • Deleverage the capital structure, with a focus on reducing the Company’s Net Debt to Adjusted EBITDA leverage ratio over the next two to three years; • Invest in and fortify the Company’s key assets in the portfolio; • Proactively consolidate selected joint venture assets over time that are core to the Company’s overall strategy; • Deliver a post-deleveraging Funds From Operations (“FFO”) launch point goal over the next two to three years; • Achieve outstanding operational results through rigorous internal process improvements; and • Position the Company to take an offensive stance on strategic acquisitions, reinvestment and targeted development.
Additionally, the Company is focused on implementing the Path Forward Plan, including its goal to reduce its Net Debt to Adjusted EBITDA leverage ratio to a lower level over the next three to four years.
Additionally, the Company is focused on implementing the Path Forward Plan, including its goal to reduce its Net Debt to Adjusted EBITDA leverage ratio to a lower level over the next two to three years.
(2) Calculated based upon basic net income as adjusted to reach basic FFO. During the years ended December 31, 2024, 2023, 2022, 2021 and 2020, there were 10.0 million, 9.0 million, 8.6 million, 9.9 million and 10.7 million OP Units outstanding, respectively.
(2) Calculated based upon basic net income as adjusted to reach basic FFO. During the years ended December 31, 2025, 2024, 2023, 2022 and 2021, there were 10.8 million, 10.0 million, 9.0 million, 8.6 million and 9.9 million OP Units outstanding, respectively.
During the twelve months ended December 31, 2024, the Company sold 9.4 million shares of common stock for approximately $148.6 million of net proceeds through the 2021 ATM Program at a weighted average share price of $15.81. The 2021 ATM Program was fully utilized as of September 30, 2024 and is no longer active.
During the twelve months ended December 31, 2024, the Company sold 9.4 million shares of common stock for approximately $148.6 million of net proceeds through the 2021 ATM Program at a weighted average share price of $15.81. The 2021 ATM Program was fully utilized in 2024 and is no longer active.
In total, through 2028, new store leases are expected to produce total rent of approximately $66 million (at the Company's pro-rata share) in excess of the rent generated from prior uses in those same spaces. While there may be additional new space openings in 2025, any such leases are not yet executed.
In total, through 2028, new store leases are expected to produce total rent of approximately $107 million (at the Company's pro-rata share) in excess of the rent generated from prior uses in those same spaces. While there may be additional new space openings in 2026, any such leases are not yet executed.
The mezzanine loan had an interest rate of SOFR plus 12.25% and the first mortgage has an interest rate of SOFR plus 2.90% for a weighted average aggregate interest rate of SOFR plus 3.70%. The interest rate on the first mortgage is SOFR plus 2.90% during the extension period.
The mezzanine loan had an interest rate of SOFR plus 12.25% and the first mortgage had an interest rate of SOFR plus 2.90% for a weighted average aggregate interest rate of SOFR plus 3.70%. The interest rate on the first mortgage was SOFR plus 2.90% during the extension period.
This was the Company's thirteenth consecutive quarter of positive base rent leasing spreads. The Company continues to renew or replace leases that are scheduled to expire in 2025, however, due to a variety of factors, the Company cannot be certain of its ability to sign, renew or replace leases expiring in 2025 or beyond.
This was the Company's seventeenth consecutive quarter of positive base rent leasing spreads. The Company continues to renew or replace leases that are scheduled to expire in 2026, however, due to a variety of factors, the Company cannot be certain of its ability to sign, renew or replace leases expiring in 2026 or beyond.
Non-Same Centers for comparison purposes include those Centers or properties that are going through a substantial redevelopment often resulting in the closing of a portion of the Center (“Redevelopment Properties”), those properties that have recently transitioned to or from equity method joint ventures to or from consolidated assets ("JV Transition Centers") and properties that have been disposed of ("Disposition Properties").
Non-Same Centers for comparison purposes includes a recently acquired property ("Acquisition Property"), those Centers or properties that are going through a substantial redevelopment often resulting in the closing of a portion of the Center (“Redevelopment Properties”), those properties that have recently transitioned to or from equity method joint ventures to or from consolidated assets ("JV Transition Centers") and properties that have been disposed of ("Disposition Properties").
(See “Liquidity and Capital Resources”). 43 Effective October 6, 2023, the Company's $86.5 million loan on Fashion Outlets of Niagara Falls was in default. On March 19, 2024, the Company closed a three-year extension of the $84.7 million loan on Fashion Outlets of Niagara Falls. The scheduled outstanding $1.8 million principal payments were applied at closing.
Effective October 6, 2023, the Company's $86.5 million loan on Fashion Outlets of Niagara Falls was in default. On March 19, 2024, the Company closed a three-year extension of the $84.7 million loan on Fashion Outlets of Niagara Falls. The scheduled outstanding $1.8 million principal payments were applied at closing.
The Company expects that all of the maturities during the next twelve months will be refinanced, restructured, extended and/or paid off from the Company's revolving loan facility or cash on hand, with the exception of Santa Monica Place (See “—Financing Activities” in Management’s Overview and Summary).
The Company expects that all of the maturities during the next twelve months will be refinanced, restructured, extended and/or paid off from the Company's revolving credit facility or cash on hand, with the exception of Santa Monica Place and Twenty Ninth Street (See “—Financing Activities” in 57 Management’s Overview and Summary).
Leasing revenue includes the amortization of above and below-market leases, the amortization of straight-line rents, lease termination income, percentage rent and the recovery of bad debts. The amortization of above and below-market leases increased from $3.1 million in 2023 to $5.3 million in 2024. The amortization of straight-line rents increased from $(4.6) million in 2023 to $(0.8) million in 2024.
Leasing revenue includes the amortization of above and below-market leases, the amortization of straight-line rents, lease termination income, percentage rent and the recovery of bad debts. The amortization of above and below-market leases decreased from $5.3 million in 2024 to $4.3 million in 2025. The amortization of straight-line rents increased from $(0.8) million in 2024 to $4.5 million in 2025.
The Company now owns 100% of these regional retail centers. For the twelve months ended December 31, 2023, this includes the Company's acquisition of its joint venture partner's (Seritage) 50% interest in five former Sears parcels on May 18, 2023, for $46.7 million.
The Company now owns 100% of these regional retail centers (See "Acquisitions" in Management's Overview and Summary). For the twelve months ended December 31, 2023, this includes the Company's acquisition of its joint venture partner's (Seritage) 50% interest in five former Sears parcels on May 18, 2023, for $46.7 million.
Portfolio tenant sales per square foot for spaces less than 10,000 square feet for the trailing twelve months ended December 31, 2024 were $837 compared to $836 for the twelve months ended December 31, 2023.
Portfolio tenant sales per square foot for spaces less than 10,000 square feet for the trailing twelve months ended December 31, 2025 were $881 compared to $837 for the twelve months ended December 31, 2024.
Concurrently with the entry into the amended and restated credit agreement, the Company drew $152.0 million of the amount available under the revolving loan facility and used the proceeds to repay in full amounts outstanding under the Company’s prior credit facility.
Concurrently with the entry into the amended and restated credit agreement, the Company drew $152.0 million of the amount available under the revolving credit facility and used the proceeds to repay in full amounts outstanding under the Company’s prior credit facility. (See “Liquidity and Capital Resources”).
The project will include new exterior shops and facade totaling approximately 385,000 square feet of leasing, including new grocery use, redevelopment of a vacant anchor building and demolition of another vacant anchor building. The total cost of the project is estimated to be between $120.0 million and $140.0 million.
The project will include new exterior shops and facade totaling approximately 375,000 square feet of leasing, including new grocery use, redevelopment of a vacant anchor building and demolition of another vacant anchor building. The total cost of the project is estimated to be between $130.0 million and $150.0 million.
As of December 31, 2024, the Company has executed renewal leases or commitments on 47% of its square footage expiring in 2025, which leases are expected to commence throughout 2025 and 2026 and another 32% of such expiring space is in the letter of intent stage.
As of December 31, 2025, the Company has executed renewal leases or commitments on 78% of its square footage expiring in 2026, which leases are expected to commence throughout 2026 and 2027 and another 15% of such expiring space is in the letter of intent stage.
The Company’s joint venture in Scottsdale Fashion Square, a 1,875,000 square foot regional retail center in Scottsdale, Arizona, is redeveloping a two-level Nordstrom wing with luxury-focused retail and restaurant uses.
Redevelopment and Development Activities: The Company’s joint venture in Scottsdale Fashion Square, a 1,879,000 square foot regional retail center in Scottsdale, Arizona, is redeveloping a two-level Nordstrom wing with luxury-focused retail and restaurant uses.
Unconsolidated joint ventures are reflected using the equity method of accounting. The Company's pro rata share of the results from these Centers is reflected in the Consolidated Statements of Operations as equity in loss of unconsolidated joint ventures.
The Company's pro rata share of the results from these Centers is reflected in the Consolidated Statements of Operations as equity in loss of unconsolidated joint ventures.
During the year ended December 31, 2024, the Company signed leases for new stores with new-to-Macerich portfolio uses for over 225,000 square feet, with another 200,000 square feet of such new-to-Macerich portfolio leases currently in negotiation as of the date of this Annual Report on Form 10-K.
During the year ended December 31, 2025, the Company signed leases for new stores with new-to-Macerich portfolio uses for over 470,000 square feet, with another 130,000 52 square feet of such new-to-Macerich portfolio leases currently in negotiation as of the date of this Annual Report on Form 10-K.
The leased occupancy rate of 94.1% at December 31, 2024 represented a 0.6% increase from 93.5% at December 31, 2023 and a 0.4% sequential increase compared to the 93.7% occupancy rate at September 30, 2024.
The leased occupancy rate of 94.0% at December 31, 2025 represented a 0.1% decrease from 94.1% at December 31, 2024 and a 0.6% sequential increase compared to the 93.4% occupancy rate at September 30, 2025.
Certain Anchor or small tenant closures have become permanent, whether caused by the pandemic or otherwise, and co-tenancy clauses within certain leases may be triggered as a result. The Company does not anticipate that the negative impact of such clauses on lease revenue will be significant.
Certain Anchor or small tenant closures have become vacant, and co-tenancy clauses within certain leases may be triggered as a result. The Company does not anticipate that the negative impact of such clauses on lease revenue will be significant.
The Company is the sole general partner of, and owns a majority of the ownership interests in, the Operating Partnership. As of December 31, 2024, the Operating Partnership owned or had an ownership interest in 40 Regional Retail Centers (including office, hotel and residential space adjacent to these shopping centers), two community/power shopping centers and one redevelopment property.
The Company is the sole general partner of, and owns a majority of the ownership interests in, the Operating Partnership. As of December 31, 2025, the Operating Partnership owned or had an ownership interest in 37 Regional Retail Centers (including office, hotel and residential space adjacent to these shopping centers) and one community/power shopping center.
The Company now owns 100% of these five parcels located at Chandler Fashion Center, Danbury Faire Mall, Freehold Raceway Mall, Los Cerritos Center and Washington Square. The Company expects amounts to be incurred during the next twelve months for tenant allowances and deferred leasing charges to be approximately $50.0 million to $75.0 million.
The Company now owns 100% of these five parcels located at Chandler Fashion Center, Danbury Fair Mall, Freehold Raceway Mall, Los Cerritos Center and Washington Square (See "Acquisitions" in Management's Overview and Summary). The Company expects amounts to be incurred during the next twelve months for tenant allowances and deferred leasing charges to be approximately $75.0 million to $100.0 million.
The Company has incurred $9.1 million of the total $17.9 million incurred by the joint venture as of December 31, 2024. The anticipated opening will be in phases beginning in 2027. Other Transactions and Events: The Company declared a cash dividend of $0.17 per share of its common stock for each quarter in the year ended December 31, 2024.
The Company has incurred approximately $30.6 million of the total $64.2 million incurred by the joint venture as of December 31, 2025. The anticipated opening will be in phases beginning in 2027. Other Transactions and Events: The Company declared a cash dividend of $0.17 per share of its common stock for each quarter in the year ended December 31, 2025.
Excluding those leases, the remaining leases expiring in 2025, which represent approximately 600,000 square feet of the Centers, are in the prospecting stage.
Excluding those leases, the remaining leases expiring in 2026, which represent approximately 130,000 square feet of the Centers, are in the prospecting stage.
As of December 31, 2024, the leased occupancy rate increased to 94.1%, a 0.6% increase compared to the leased occupancy rate of 93.5% at December 31, 2023 and a 0.4% sequential increase compared to the leased occupancy rate of 93.7% at September 30, 2024. Many of the Company’s leases contain co-tenancy clauses.
As of December 31, 2025, the leased occupancy rate decreased to 94.0%, a 0.1% decrease compared to the leased occupancy rate of 94.1% at December 31, 2024 and a 0.6% sequential increase compared to the leased occupancy rate of 93.4% at September 30, 2025. Many of the Company’s leases contain co-tenancy clauses.
The 2021 ATM Program was fully utilized as of September 30, 2024 and is no longer active. During the twelve months ended December 31, 2023, no shares were issued under the ATM Programs. During the twelve months ended December 31, 2024, 13.1 million shares of common stock were issued under the ATM Programs.
During the twelve months ended December 31, 2024, 13.1 million shares of common stock were issued under the ATM Programs. The 2021 ATM Program was fully utilized in 2024 and is no longer active. During the twelve months ended December 31, 2025, 3.1 million shares of common stock were issued under the 2024 ATM Program.
As of December 31, 2024, the Company had approximately $429.3 million of gross sales of its common stock available under the 2024 ATM Program. The following table sets forth certain information with respect to issuances made under each of the ATM Programs as of December 31, 2024.
As of December 31, 2025, the Company had approximately $374.1 million of gross sales of its common stock available under the 2024 ATM Program. The following table sets forth certain information with respect to issuances made under the 2024 ATM Program as of December 31, 2025.
Properties,” unless the context otherwise requires. The Company is a self-administered and self-managed REIT and conducts all of its operations through the Operating Partnership and the Management Companies. The following discussion is based primarily on the consolidated financial statements of the Company for the years ended December 31, 2024, 2023 and 2022.
The Company is a self-administered and self-managed REIT and conducts all of its operations through the Operating Partnership and the Management Companies. The following discussion is based primarily on the consolidated financial statements of the Company for the years ended December 31, 2025, 2024 and 2023.
Additionally, as of December 31, 2024, the Company was contingently liable for $6.1 million in letters of credit guaranteeing performance by the Company of certain obligations relating to the Centers. As of December 31, 2024, $5.9 million of these letters of credit were secured by restricted cash.
Additionally, as of December 31, 2025, the Company was contingently liable for $1.0 million in letters of credit guaranteeing performance by the Company of certain obligations relating to the Centers. As of December 31, 2025, $0.4 million of these letters of credit were secured by restricted cash.
During the twelve months ended December 31, 2024, the Company sold 3.7 million shares of common stock for approximately $69.1 million of net proceeds through the 2024 ATM Program at a weighted average price of $18.68. As of December 31, 2024, the Company had approximately $429.3 million of gross sales of its common stock available under the 2024 ATM Program.
During the twelve months ended December 31, 2024, the Company sold 3.7 million shares of common stock for approximately $69.1 million of net proceeds through the 2024 ATM Program at a weighted average price of $18.68.
On February 14, 2025, the Company announced a first quarter cash dividend of $0.17 per share of its common stock, which will be paid on March 18, 2025 to stockholders of record on March 4, 2025. The dividend amount will be reviewed by the Board on a quarterly basis.
On February 12, 2026, the Company announced a first quarter cash dividend of $0.17 per share of its common stock, which will be paid on March 30, 2026 to stockholders of record on March 16, 2026. The dividend amount will be reviewed by the Board on a quarterly basis.
Funds From Operations ("FFO"): Primarily as a result of the factors mentioned above, FFO attributable to common stockholders and unit holders—diluted, excluding financing expense in connection with Chandler Freehold, gain or loss on extinguishment of debt, net, accrued default interest expense and loss on non-real estate investments decreased 11.6% from $413.2 million in 2023 to $365.3 million in 2024.
Funds From Operations ("FFO"): Primarily as a result of the factors mentioned above, FFO attributable to common stockholders and unit holders—diluted, excluding financing expense in connection with Chandler Freehold, gain or loss on extinguishment of debt, net, accrued default interest expense and loss on non-real estate investments increased 8.7% from $365.3 million in 2024 to $397.0 million in 2025.
On October 28, 2024, the Company closed a $525.0 million, five-year refinance of the loan on Queens Center, which matures on November 6, 2029. The new loan replaced the existing $600.0 million loan, bears interest at a fixed rate of 5.37% and is interest only during the entire loan term.
The new loan bears interest at a fixed rate of 6.72%, is interest only during the entire loan term and matures on September 6, 2034. 46 On October 28, 2024, the Company closed a $525.0 million, five-year refinance of the loan on Queens Center, which matures on November 6, 2029.
The Company's total outstanding loan indebtedness, which includes mortgages and other notes payable, at December 31, 2024 was $6.65 billion (consisting of $4.99 billion of consolidated debt, less $0.03 billion of noncontrolling interests, plus $1.69 billion of its pro rata share of unconsolidated joint venture debt).
The Company's total outstanding loan indebtedness, which includes mortgages and other notes payable, at December 31, 2025 was $6.59 billion (consisting of $5.07 billion of consolidated debt, less $0.03 billion of noncontrolling interests, plus $1.55 billion of its pro rata share of unconsolidated joint venture debt).
The following reconciles net (loss) income attributable to the Company to FFO attributable to common stockholders and unit holders—basic and diluted and FFO attributable to common stockholders and unit holders—basic and diluted, excluding financing expense in connection with Chandler Freehold, (gain) loss on extinguishment of debt, net, accrued default interest expense and loss (gain) on non-real estate investments for the years ended December 31, 2024, 2023, 2022, 2021 and 2020 (dollars and shares in thousands): 56 2024 2023 2022 2021 2020 Net (loss) income attributable to the Company $ (194,120) $ (274,065) $ (66,068) $ 14,263 $ (230,203) Adjustments to reconcile net (loss) income attributable to the Company to FFO attributable to common stockholders and unit holders—basic and diluted: Noncontrolling interests in the Operating Partnership (8,766) (11,389) (2,660) 714 (16,822) (Gain) loss on sale or write down of consolidated assets, net (38,959) 134,523 (7,698) (75,740) 68,112 Loss on remeasurement of consolidated assets — — — — 163,298 Add: gain on undepreciated asset sales or write-down from consolidated assets 1,130 3,705 16,091 19,461 7,777 Less: loss on write-down of non-real estate sales or write-down of assets—consolidated assets — — (2,000) (2,200) (4,154) Add: noncontrolling interests share of gain (loss) on sale or write-down of assets—consolidated assets 330 2,224 6,287 9,732 (120) Loss (gain) on sale or write down of assets—unconsolidated joint ventures(1) 180,089 136,377 19,397 4,931 (6) Add: gain on sale of undepreciated assets—unconsolidated joint ventures(1) 1,643 7,102 7,794 93 — Depreciation and amortization on consolidated assets 294,780 282,361 291,612 311,129 319,619 Less: noncontrolling interests in depreciation and amortization—consolidated assets (4,382) (11,938) (21,592) (29,239) (15,517) Depreciation and amortization—unconsolidated joint ventures(1) 148,740 170,199 176,303 182,956 199,680 Less: depreciation on personal property (6,801) (7,987) (12,834) (12,955) (15,734) FFO attributable to common stockholders and unit holders—basic and diluted 373,684 431,112 404,632 423,145 475,930 Financing expense in connection with Chandler Freehold (12,829) (26,311) 32,902 (955) (136,425) FFO attributable to common stockholders and unit holders, excluding financing expense in connection with Chandler Freehold—basic and diluted 360,855 404,801 437,534 422,190 339,505 (Gain) loss on extinguishment of debt, net—consolidated assets (14,403) (8,208) — 1,007 — Accrued default interest expense 7,856 6,417 — — — Loss (gain) on non-real estate investments 11,027 10,203 9,560 (20,158) 3,962 FFO attributable to common stockholders and unit holders excluding financing expense in connection with Chandler Freehold, (gain) loss on extinguishment of debt, net, accrued default interest expense and loss (gain) on non-real estate investments—diluted $ 365,335 $ 413,213 $ 447,094 $ 403,039 $ 343,467 Weighted average number of FFO shares outstanding for: FFO attributable to common stockholders and unit holders—basic(2) 231,864 224,501 223,678 207,991 156,920 Adjustments for the impact of dilutive securities in computing FFO—diluted: Share and unit-based compensation plans — — — — — FFO attributable to common stockholders and unit holders—diluted(3) 231,864 224,501 223,678 207,991 156,920 _______________________________________________________________________________ 57 (1) Unconsolidated assets are presented at the Company's pro rata share.
The following reconciles net (loss) income attributable to the Company to FFO attributable to common stockholders and unit holders—basic and diluted and FFO attributable to common stockholders and unit holders—basic and diluted, excluding financing expense in connection with Chandler Freehold, (gain) loss on extinguishment of debt, 60 net, accrued default interest expense and loss (gain) on non-real estate investments for the years ended December 31, 2025, 2024, 2023, 2022 and 2021 (dollars and shares in thousands): 2025 2024 2023 2022 2021 Net (loss) income attributable to the Company $ (197,149) $ (194,120) $ (274,065) $ (66,068) $ 14,263 Adjustments to reconcile net (loss) income attributable to the Company to FFO attributable to common stockholders and unit holders—basic and diluted: Noncontrolling interests in the Operating Partnership (8,344) (8,766) (11,389) (2,660) 714 Loss (gain) on sale or write down of consolidated assets, net 123,417 (38,959) 134,523 (7,698) (75,740) Add: gain on undepreciated asset sales from consolidated assets 6,545 1,130 3,705 16,091 19,461 Less: loss on write-down of non-real estate sales or write-down of assets—consolidated assets — — — (2,000) (2,200) Add: noncontrolling interests share of (loss) gain on sale or write-down of assets—consolidated assets (42) 330 2,224 6,287 9,732 (Gain) loss on sale or write down of assets—unconsolidated joint ventures(1) (8,299) 180,089 136,377 19,397 4,931 Add: gain on sale of undepreciated assets—unconsolidated joint ventures(1) 569 1,643 7,102 7,794 93 Depreciation and amortization on consolidated assets 357,083 294,780 282,361 291,612 311,129 Less: noncontrolling interests in depreciation and amortization—consolidated assets (2,294) (4,382) (11,938) (21,592) (29,239) Depreciation and amortization—unconsolidated joint ventures(1) 114,214 148,740 170,199 176,303 182,956 Less: depreciation on personal property (6,769) (6,801) (7,987) (12,834) (12,955) FFO attributable to common stockholders and unit holders—basic and diluted 378,931 373,684 431,112 404,632 423,145 Financing (expense) income in connection with Chandler Freehold — (12,829) (26,311) 32,902 (955) (Gain) loss on extinguishment of debt, net—consolidated assets — (14,403) (8,208) — 1,007 Accrued default interest expense 13,411 7,856 6,417 — — Loss (gain) on non-real estate investments 4,629 11,027 10,203 9,560 (20,158) FFO attributable to common stockholders and unit holders excluding financing expense in connection with Chandler Freehold, (gain) loss on extinguishment of debt, net, accrued default interest expense and loss (gain) on non-real estate investments—diluted $ 396,971 $ 365,335 $ 413,213 $ 447,094 $ 403,039 Weighted average number of FFO shares outstanding for: FFO attributable to common stockholders and unit holders—basic(2) 264,972 231,864 224,501 223,678 207,991 Adjustments for the impact of dilutive securities in computing FFO—diluted: Share and unit-based compensation plans — — — — — FFO attributable to common stockholders and unit holders—diluted(3) 264,972 231,864 224,501 223,678 207,991 _______________________________________________________________________________ (1) Unconsolidated assets are presented at the Company's pro rata share.
Traffic levels at the Company’s Centers for 2024 increased 1.6% over 2023 levels. Comparable tenant sales from spaces less than 10,000 square feet across the portfolio for the trailing twelve months ended December 31, 2024 decreased by 0.4% compared to the same period in 2023.
Traffic levels at the Company’s Centers for 2025 were flat compared to 2024 levels. Comparable tenant sales from spaces less than 10,000 square feet across the portfolio for the trailing twelve months ended December 31, 2025 increased by 1.2% compared to the same period in 2024.
The increase is primarily due to the gains recognized in 2024 of $334.3 million relating to the Company no longer accounting for its investment in Chandler Fashion Center as a financing arrangement (See Note 12 – Financing Arrangement and Note 16 – Dispositions in the Company’s Notes to the Consolidated Financial Statements) and $42.8 million from the sale of the Company's ownership interest in Biltmore Fashion Park offset in part by impairment losses in 2024 of $334.3 million recognized as a result of the reduction in the estimated holding periods of certain properties, including Fashion District Philadelphia, The Oaks, Santa Monica Place and Wilton Mall, as compared to an impairment loss of $144.7 million recognized in 2023 as a result of the reduction in the estimated holding period of Fashion Outlets of Niagara Falls.
The increase is primarily due to impairment losses in 2025 of $147.4 million recognized as a result of the reduction in the estimated holding periods of certain properties, including Santa Monica Place, Valley Mall and South Park Mall offset in part by a $21.1 million gain on the sale of Lakewood Center as compared to gains recognized in 2024 of $334.3 million relating to the Company no longer accounting for its investment in Chandler Fashion Center as a financing arrangement (See Note 12 – Financing Arrangement 54 and Note 16 – Dispositions in the Company’s Notes to the Consolidated Financial Statements) and $42.8 million from the sale of the Company's ownership interest in Biltmore Fashion Park offset in part by impairment losses in 2024 of $334.3 million recognized as a result of the reduction in the estimated holding periods of certain properties, including Fashion District Philadelphia, The Oaks, Santa Monica Place and Wilton Mall.
For a reconciliation of net (loss) income attributable to the Company, the most directly comparable GAAP financial measure, to FFO attributable to common stockholders and unit holders–basic and diluted, and FFO attributable to common stockholders and unit holders, excluding financing expense in connection with Chandler Freehold, (gain) loss on extinguishment of debt, net, accrued default interest expense and loss (gain) on non-real estate investments–diluted, see "Funds From Operations ("FFO")" below. 51 Cash Flows from Operating Activities: Cash provided by operating activities decreased $12.1 million from 2023 to 2024.
For a reconciliation of net loss attributable to the Company, the most directly comparable GAAP financial measure, to FFO attributable to common stockholders and unit holders–basic and diluted, and FFO attributable to common stockholders and unit holders, excluding financing expense in connection with Chandler Freehold, (gain) loss on extinguishment of debt, net, accrued default interest expense and loss (gain) on non-real estate investments–diluted, see "Funds From Operations ("FFO")" below.
Additionally, $7.8 million of the increase is attributable to Santa Monica Place, which includes default interest expense of $8.9 million.
Additionally, $3.6 million of the increase is attributable to Santa Monica Place, which includes default interest expense of $3.3 million.
During the trailing twelve months ended December 31, 2024, comparable tenant sales for spaces less than 10,000 square feet across the portfolio decreased by 0.4% relative to the twelve months ended December 31, 2023.
During the trailing twelve months ended December 31, 2025, comparable tenant sales for spaces less than 10,000 square feet across the portfolio increased by 1.2% relative to the twelve months ended December 31, 2024.
The total cost of the 44 project is estimated to be between $84.0 million and $90.0 million, with $42.0 million to $45.0 million estimated to be the Company’s pro rata share. The Company has incurred $25.9 million of the total $51.8 million incurred by the joint venture as of December 31, 2024.
The total cost of the project is estimated to be between $84.0 million and $90.0 million, with $42.0 million to $45.0 million estimated to be the Company’s pro rata share. The Company has incurred approximately $34.0 million of the total $68.0 million incurred by the joint venture as of December 31, 2025.
To the extent available, any excess cash flow may be used to fund the Company's development and redevelopment pipeline and/or to de-lever the Company’s balance sheet. 49 The Company continues to actively address its near-term, non-recourse loan maturities, with eight completed transactions since the beginning of 2024.
To the extent available, any excess cash flow may be used to fund the Company's development and redevelopment pipeline and/or to de-lever the Company’s balance sheet. The Company continues to actively address its near-term, non-recourse loan maturities, with eleven completed transactions since the beginning of 2024, totaling approximately $2.1 billion, or approximately $1.9 billion at the Company’s pro rata share.
The Company's ownership percentage is expected to be 43.4% in the residential portion of the development and 51.0% in the remainder of the property. The total cost of the project is estimated to be between $240.0 million and $260.0 million, with $120.0 million to $130.0 million estimated to be the Company’s pro rata share.
The Company's ownership percentage is 43.4% in the residential portion of the development and 51.0% in the remainder of the property. The total cost of the project is estimated to be between $245.0 million and $265.0 million, with $125.0 million to $135.0 million estimated to be 47 the Company’s pro rata share.
These 43 Regional Retail Centers, community/power shopping centers and one redevelopment property consist of approximately 43 million square feet of gross leasable area (“GLA”) and are referred to herein as the “Centers”. The Centers consist of consolidated Centers (“Consolidated Centers”) and unconsolidated joint venture Centers (“Unconsolidated Joint Venture Centers”) as set forth in “Item 2.
These 38 Regional Retail Centers and community/power shopping center consist of approximately 39 million square feet of gross leasable area (“GLA”) and are referred to herein as the “Centers”. The Centers consist of consolidated Centers (“Consolidated Centers”) and unconsolidated joint venture Centers (“Unconsolidated Joint Venture Centers”) as set forth in “Item 2. Properties,” unless the context otherwise requires.
The Company used its share of the proceeds from these sales of $60.3 million to pay down debt and for other general corporate purposes. On May 2, 2023, the Company sold The Marketplace at Flagstaff, a 268,000 square foot power center in Flagstaff, Arizona, for $23.5 million, which resulted in a gain on sale of assets of $10.3 million.
Dispositions: On May 2, 2023, the Company sold The Marketplace at Flagstaff, a 268,000 square foot power center in Flagstaff, Arizona, for $23.5 million, which resulted in a gain on sale of assets of $10.3 million. The Company used the net proceeds to pay down debt.
The discounted cash flow method includes significant unobservable inputs including the discount rate, terminal capitalization rate and market rents. Cash flow projections and rates are subject to management’s judgment and changes in those assumptions could impact the estimation of fair value. The Company’s investments in unconsolidated joint ventures apply the same accounting model for property level impairment as described above.
Cash flow projections and rates are subject to management’s judgment and changes in those assumptions could impact the estimation of fair value. The Company’s investments in unconsolidated joint ventures apply the same accounting model for property level impairment as described above.
On March 3, 2023, the Company’s joint venture in Scottsdale Fashion Square replaced the existing $403.9 million mortgage loan on the property with a new $700.0 million loan that bears interest at a fixed rate of 6.21%, is interest only during the entire loan term and matures on March 6, 2028.
On March 3, 2023, the Company’s joint venture in Scottsdale Fashion Square replaced the existing $403.9 million mortgage loan on the property with a new $700.0 million loan that bears interest at a fixed rate of 6.21%, is interest only during the entire loan term and matures on March 6, 2028. 45 On March 22, 2023, the Company executed the one-year extension option on its credit facility to April 14, 2024.
These leases that are scheduled to expire represent approximately 1.4 million square feet of the Centers, accounting for 23.25% of the GLA of mall stores and freestanding stores, for spaces 10,000 square feet and under, as of December 31, 2024.
These leases that are scheduled to expire represent approximately 840,000 square feet of the Centers, accounting for 14.65% of the GLA of mall stores and freestanding stores, for spaces 10,000 square feet and under, as of December 31, 2025.
As of December 31, 2024, the Company’s availability under the revolving loan facility for additional borrowings was $539.8 million. Cash dividends and distributions for the twelve months ended December 31, 2024 were $161.3 million (including distributions from consolidated joint ventures of $2.8 million), which were funded by operations.
As of December 31, 2025, the Company’s availability under the revolving credit facility for additional borrowings was $649.4 million. Cash dividends and distributions for the twelve months ended December 31, 2025 were $188.2 million (including distributions from consolidated joint ventures of $4.5 million), which were funded by operations.
Inflation had a negative impact on the Company's costs in 2024 and is expected to continue to have a negative impact on the Company's costs in 2025. 45 Critical Accounting Policies and Estimates The preparation of financial statements prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Critical Accounting Policies and Estimates The preparation of financial statements prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
The Company has entered into 91 leases for new stores totaling approximately 0.9 million square feet that have opened or are planned for opening in 2025, and another 13 leases for new stores totaling approximately 300,000 square feet opening after 2025.
The Company has entered into 153 leases for new stores totaling approximately 1.0 million square feet that have opened or are planned for opening in 2026, and another 33 leases for new stores totaling approximately 830,000 square feet opening after 2026.
During the trailing twelve months ended December 31, 2024, the Company signed 229 new leases and 651 renewal leases comprising approximately 3.7 million square feet of GLA, of which 2.2 million square feet is related to the consolidated Centers. The average tenant allowance was $17.02 per square foot.
During the trailing twelve months ended December 31, 2025, the Company signed 397 new leases and 802 renewal leases comprising approximately 7.1 million square feet of GLA, of which 5.2 million square feet is related to the consolidated Centers. The average tenant allowance was $29.10 per square foot.
The increase in depreciation and amortization is attributed to increases of $21.8 million from the JV Transition Centers and $1.0 million from the Redevelopment Centers offset in part by decreases of $7.6 million from the Same Centers and $6.1 million from the Disposition Properties. Additionally, $3.3 million of the increase is attributable to Santa Monica Place.
The increase in depreciation and amortization is attributed to increases of $46.7 million from the JV Transition Centers, $14.1 million from the Acquisition Property and $4.5 million from the Same Centers offset in part by a decrease of $3.8 million from the Disposition Properties. Additionally, $0.8 million of the increase is attributable to Santa Monica Place.
The Company holds certain non-real estate investments that are subject to mark to market changes every quarter. These investments are not core to the Company's business, and the changes to market value and the related gain or loss are entirely non-cash in nature.
The Company believes that default interest on non-recourse loans, and any related reversal thereof should be excluded. The Company holds certain non-real estate investments that are subject to mark to market changes every quarter. These investments are not core to the Company's business, and the changes to market value and the related gain or loss are entirely non-cash in nature.
The increase in interest expense is attributed to increases of $31.3 million from the JV Transition Centers, $12.9 million from the financing arrangement (See Note 12—Financing Arrangement in the Company's Notes to the Consolidated Financial Statements), $2.5 million from the Same Centers and $0.4 million from higher interest rates and outstanding balances on the Company's revolving line of credit, offset in part by a decrease of $7.8 million from the Redevelopment Centers.
The increase in interest expense is attributed to increases of $41.2 million from the JV Transition Centers, $11.3 million from the financing arrangement (See Note 12—Financing Arrangement in the Company's Notes to the Consolidated Financial Statements), $10.4 million from the Same Centers, $4.7 million from the Acquisition Property and $0.8 million from the Dispositions Properties offset in part by $8.4 million from lower outstanding balances on the Company's revolving line of credit.
Although the majority of the key performance indicators at the Centers continued to improve during 2024, operating results have been and are expected to continue to be negatively impacted by certain external factors, including sustained inflation and elevated interest rates, as well as the impact from the 2024 bankruptcy of Express and any future tenant bankruptcies.
Although some of the key performance indicators at the Centers continued to improve during 2025, operating results in 2025 were and are expected to continue to be negatively impacted by certain external factors, including sustained inflation, tariffs and elevated interest rates, as well as the impact from the bankruptcies of Express, Forever 21 and Claire's, and resulting store closures, and any future tenant bankruptcies.
Gain (Loss) on Sale or Write Down of Assets, net: Gain (loss) on sale or write down of assets, net increased $173.5 million from 2023 to 2024.
(Loss) Gain on Sale or Write Down of Assets, net: (Loss) gain on sale or write down of assets, net increased $162.4 million from 2024 to 2025.
Also included is a comparison of the results of operations and cash flows for the year ended December 31, 2023 to the results of operations and cash flows for the year ended December 31, 2022. This information should be read in conjunction with the accompanying consolidated financial statements and notes thereto.
It compares the results of operations and cash flows for the year ended December 31, 2025 to the results of operations and cash flows for the year ended December 31, 2024. This information should be read in conjunction with the accompanying consolidated financial statements and notes thereto.
The increase in shopping center and operating expenses is attributed to increases of $12.1 million from the JV Transition Centers and $8.3 million from the Same Centers, which is primarily due to increased insurance, maintenance, utilities and snow removal costs, offset in part by decreases of $2.0 million from the Disposition Properties and $1.6 million from the Redevelopment Properties.
The increase in shopping center and operating expenses is attributed to increases of $18.5 million from the JV Transition Centers, $6.0 million from the Acquisition Property and $4.5 million from the Same Centers, which is primarily due to increased maintenance, utilities and snow removal costs, offset in part by a decrease of $11.1 million from the Disposition Properties.
The increase in equity in loss of unconsolidated joint ventures is primarily due to the write-down of the Company's investment in Los Angeles Premium Outlets of $57.7 million in 2024 and impairment losses of $121.1 million recognized in 2024 as a result of the shortening of holding periods on certain joint venture assets as compared to impairment losses in 2023 of $51.4 million at MS Portfolio LLC and $107.7 million at Country Club Plaza, as a result of the reduction in the estimated holding periods (See Note 4—Investments in Unconsolidated Joint Ventures in the Company’s Notes to the Consolidated Financial Statements).
The increase in equity in income (loss) of unconsolidated joint ventures is primarily due to the write-down of the Company's investment in Los Angeles Premium Outlets of $57.7 million in 2024 and impairment losses of $121.1 million recognized in 2024 as a result of the shortening of holding periods on certain joint venture assets as compared to gains recognized in 2025 related to the sale of Atlas Park of $12.0 million (See Note 4—Investments in Unconsolidated Joint Ventures in the Company’s Notes to the Consolidated Financial Statements).
This leasing volume represented a 15.3% increase in the number of leases and a 3.9% decrease in the amount of square footage leased compared to the same period in 2023 on a comparable basis.
This leasing volume represented a 46% increase in the number of leases and an 85% increase in the amount of square footage leased compared to the same period in 2024 on a comparable center basis.
The Company does not believe that these letters of credit will result in a liability to the Company. The Company continues to actively address its near-term, non-recourse loan maturities, with eight completed transactions since the beginning of 2024.
The Company does not believe that these letters of credit will result in a liability to the Company. The Company continues to actively address its near-term, non-recourse loan maturities, with eleven completed transactions since the beginning of 2024 totaling approximately $2.1 billion, or approximately $1.9 billion at the Company’s pro rata share.
Additionally, $1.7 million of the increase is attributable to Santa Monica Place. Leasing Expenses: Leasing expenses increased from $36.4 million in 2023 to $41.3 million in 2024 due to an increase in compensation expense.
Additionally, $1.6 million of the increase is attributable to Santa Monica Place. Leasing Expenses: Leasing expenses increased from $41.3 million in 2024 to $46.6 million in 2025 due to an increase in compensation expense. Management Companies' Operating Expenses: Management Companies' operating expenses increased $2.6 million from 2024 to 2025 due to an increase in compensation expense.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThe following table sets forth information as of December 31, 2024 concerning the Company's long term debt obligations, including principal cash flows by scheduled maturity, weighted average interest rates and estimated fair value (dollars in thousands): Expected Maturity Date For the years ending December 31, 2025 2026 2027 2028 2029 Thereafter Total Fair Value CONSOLIDATED CENTERS: Long term debt: Fixed rate $ 241,392 $ 949,264 $ 484,098 $ 733,318 $ 1,138,441 $ 1,145,982 $ 4,692,495 $ 4,426,227 Average interest rate 4.18 % 3.71 % 4.00 % 4.98 % 4.66 % 4.57 % 4.40 % Floating rate 300,000 — — 110,000 — — 410,000 410,963 Average interest rate 5.92 % — % — % 7.01 % — % — % 6.21 % Total debt—Consolidated Centers $ 541,392 $ 949,264 $ 484,098 $ 843,318 $ 1,138,441 $ 1,145,982 $ 5,102,495 $ 4,837,190 UNCONSOLIDATED JOINT VENTURE CENTERS: Long term debt (at the Company's pro rata share): Fixed rate $ 12,766 $ 155,970 $ 97,138 $ 810,883 $ 239,570 $ 245,607 $ 1,561,934 $ 1,522,992 Average interest rate 3.92 % 3.95 % 3.95 % 6.03 % 5.50 % 4.04 % 5.28 % Floating rate(1) 86,467 33,719 736 12,000 — — 132,922 133,770 Average interest rate 8.30 % 8.73 % 7.53 % 6.98 % — % — % 8.29 % Total debt—Unconsolidated Joint Venture Centers $ 99,233 $ 189,689 $ 97,874 $ 822,883 $ 239,570 $ 245,607 $ 1,694,856 $ 1,656,762 _______________________________________________________________________________ (1) On February 7, 2025, the Company’s joint venture in FlatIron Crossing repaid $29.1 million ($14.8 million at the Company's pro rata share) on the mortgage loan and obtained a 90-day extension on the remaining $140.5 million ($71.6 million at the Company's pro rata share) loan (See “Financing Activity” in Management’s Overview and Summary).
Biggest changeThe following table sets forth information as of December 31, 2025 concerning the Company's long term debt obligations, including principal cash flows by scheduled maturity, weighted average interest rates and estimated fair value (dollars in thousands): Expected Maturity Date For the years ending December 31, 2026 2027 2028 2029 2030 Thereafter Total Fair Value CONSOLIDATED CENTERS: Long term debt: Fixed rate(1) $ 845,700 $ 490,009 $ 744,265 $ 1,149,849 $ 489,025 $ 944,697 $ 4,663,545 $ 4,521,473 Average interest rate 3.94 % 4.00 % 4.96 % 4.65 % 3.62 % 5.48 % 4.56 % Floating rate 300,000 — — 159,100 — — 459,100 461,281 Average interest rate 5.27 % — % — % 6.28 % — % — % 5.62 % Total debt—Consolidated Centers $ 1,145,700 $ 490,009 $ 744,265 $ 1,308,949 $ 489,025 $ 944,697 $ 5,122,645 $ 4,982,754 UNCONSOLIDATED JOINT VENTURE CENTERS: Long term debt (at the Company's pro rata share): Fixed rate $ 154,511 $ 97,138 $ 810,883 $ 239,821 $ 236,621 $ 8,986 $ 1,547,960 $ 1,530,254 Average interest rate 3.93 % 3.95 % 6.03 % 5.50 % 4.01 % 4.61 % 5.29 % Floating rate — — 12,000 — — — 12,000 12,180 Average interest rate — % — % 6.28 % — % — % — % 6.28 % Total debt—Unconsolidated Joint Venture Centers $ 154,511 $ 97,138 $ 822,883 $ 239,821 $ 236,621 $ 8,986 $ 1,559,960 $ 1,542,434 _______________________________________________________________________________ (1) On February 6, 2026, the Company extended the loan maturity on the $200.0 million loan at South Plains Mall to November 6, 2029, at the existing rate of 4.22%.
Interest rate cap agreements offer protection against floating rates on the notional amount from exceeding the rates noted in the above schedule, and interest rate swap agreements effectively 58 replace a floating rate on the notional amount with a fixed rate as noted above.
Interest rate cap agreements offer protection against floating rates on the notional amount from exceeding the rates noted in the above schedule, and interest rate swap agreements effectively replace a floating rate on the notional amount with a fixed rate as noted above.
As of December 31, 2024, the Company has interest rate cap agreements in place (See Note 4—Investments in Unconsolidated Joint Ventures and Note 5—Derivative Instruments and Hedging Activities in the Company's Notes to the Consolidated Financial Statements).
As of December 31, 2025, the Company has interest rate cap agreements in place (See Note 4—Investments in Unconsolidated Joint Ventures and Note 5—Derivative Instruments and Hedging Activities in the Company's Notes to the Consolidated Financial Statements).
As of the date of this Annual Report on Form 10-K, SOFR for each of these loans exceeded the strike interest rate (the "Strike Rate") within the required interest rate cap agreement. If SOFR does exceed the Strike Rate, each of these loans would then be considered fixed rate debt.
As of the date of this Annual Report on Form 10-K, SOFR for each of these loans did not exceed the strike interest rate (the "Strike Rate") within the required interest rate cap agreement. If SOFR does exceed the Strike Rate, each of these loans would then be considered fixed rate debt.
The average interest rate on such floating rate debt at December 31, 2024 and 2023 was 6.21% and 7.43%, respectively. The Company's pro rata share of the Unconsolidated Joint Venture Centers' fixed rate debt at December 31, 2024 and 2023 was $1.6 billion and $2.8 billion, respectively.
The Company's pro rata share of the Unconsolidated Joint Venture Centers' fixed rate debt at December 31, 2025 and 2024 was $1.5 billion and $1.6 billion, respectively. The average interest rate on such fixed rate debt at December 31, 2025 and 2024 was 5.29% and 5.28%, respectively.
The average interest rate on such fixed rate debt at December 31, 2024 and 2023 was 5.28% and 5.06%, respectively. The Company's pro rata share of the Unconsolidated Joint Venture Centers' floating rate debt at December 31, 2024 and 2023 was $132.9 million and $45.2 million, respectively.
The Company's pro rata share of the Unconsolidated Joint Venture Centers' floating rate debt at December 31, 2025 and 2024 was $12.0 million and $132.9 million, respectively. The average interest rate on such floating rate debt at December 31, 2025 and 2024 was 6.28% and 8.29%, respectively.
The Consolidated Centers' total fixed rate debt at December 31, 2024 and 2023 was $4.7 billion and $3.8 billion, respectively. The average interest rate on such fixed rate debt at December 31, 2024 and 2023 was 4.40% and 4.29%, respectively. The Consolidated Centers' total floating rate debt at December 31, 2024 and 2023 was $0.4 billion and $0.5 billion, respectively.
The Consolidated Centers' total floating rate debt at December 31, 2025 and 2024 was $0.5 billion and $0.4 billion, respectively. The average interest rate on such floating rate debt at December 31, 2025 and 2024 was 5.62% and 6.21%, respectively.
The average interest rate on such floating rate debt at December 31, 2024 and 2023 was 8.29% and 9.00%, respectively. The Company uses derivative financial instruments in the normal course of business to manage or hedge interest rate risk and records all derivatives on the balance sheet at fair value.
The Company uses derivative financial instruments in the normal course of business to manage or hedge interest rate risk and records all derivatives on the balance sheet at fair value.
In addition, the Company has assessed the market risk for its floating rate debt and believes that a 1% increase in interest rates would decrease future earnings and cash flows by approximately $5.4 million per year based on $542.9 million of floating rate debt outstanding at December 31, 2024.
If SOFR for these respective loans thereafter no longer exceeds the Strike Rate, then these loans would once again be considered floating rate debt. 63 In addition, the Company has assessed the market risk for its floating rate debt and believes that a 1% increase in interest rates would decrease future earnings and cash flows by approximately $4.7 million per year based on $471.1 million of floating rate debt outstanding at December 31, 2025.
Removed
If SOFR for these respective loans thereafter no longer exceeds the Strike Rate, then these loans would once again be considered floating rate debt.
Added
The loan was previously in default as of November 6, 2025. The Consolidated Centers' total fixed rate debt at December 31, 2025 and 2024 was $4.7 billion. The average interest rate on such fixed rate debt at December 31, 2025 and 2024 was 4.56% and 4.40%, respectively.

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