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What changed in Urban Edge Properties's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Urban Edge Properties'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.

+251 added−281 removedSource: 10-K (2026-02-11) vs 10-K (2025-02-12)

Top changes in Urban Edge Properties's 2025 10-K

251 paragraphs added · 281 removed · 213 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeWe recognize that climate change poses a risk to the real estate industry and understand the importance of assessing the physical and transitional risks that can affect each property.
Biggest changeInitiatives we have taken include the installation of energy-efficient roofing, LED lighting retrofits, high efficiency HVAC systems, electric vehicle charging stations and waste recycling and management programs. We recognize that climate change poses a risk to the real estate industry and understand the importance of assessing the physical and transitional risks that can affect each property.
We intend to selectively deploy capital through acquisitions in our target markets that meet our criteria for risk-adjusted returns and enhance the overall quality of our existing portfolio. At the same time, we plan to sell assets that no longer meet our return requirements and strategic objectives.
We intend to selectively deploy capital through acquisitions in our target markets that meet our criteria for risk-adjusted returns and enhance the overall quality of our existing portfolio. At the same time, we plan to sell assets that no longer meet our return requirements or strategic objectives.
Our community involvement includes donations to various charitable organizations, hospitals, and relief funds as well as hosting community focused events at our properties that often include food and clothing drives. Many of these organizations and drives directly benefit the people and neighborhoods in which our properties are located.
Our community involvement includes donations to various charitable organizations and relief funds as well as hosting community focused events at our properties that often include food and clothing drives. Many of these organizations and drives directly benefit the people and neighborhoods in which our properties are located.
Leasing and asset management add value through: • Increasing rental rates through the negotiation of contractual rental increases during the term of leases with our tenants, the renewal of expiring leases or the leasing of space to new tenants at higher rental rates while limiting vacancy and downtime; • Monitoring retailer sales, merchandising, store operations, timeliness of payments, overall financial condition and related factors to limit exposure to any single tenant’s financial or operating difficulties; • Being consistently aware of each asset’s competitive position within its trade area and recommending physical improvements or adjusting tenant merchandising to maximize foot traffic and dwell time of customers, and ultimately generate higher rents and occupancy rates; • Continuously canvassing trade areas to identify unique operators that can distinguish a property and enhance its offerings; • Maintaining regular contact with the brokerage community to stay abreast of new merchants, potential relocations, new supply and overall trade area dynamics to capitalize on market and retail trends; • Conducting regular portfolio reviews with key merchants; • Building and nurturing deep relationships with tenant decision-makers; • Focusing on spaces with below-market leases that might be recaptured; • Understanding the impact of options, exclusives, co-tenancy and other restrictive lease provisions; and • Optimizing required capital investment in every transaction.
Leasing and asset management add value through: • Increasing rental rates through the negotiation of contractual rental increases during the term of leases with our tenants, the renewal of expiring leases or the leasing of space to new tenants at higher rental rates while limiting vacancy and downtime; • Monitoring retailer sales, merchandising, store operations, timeliness of payments, overall financial condition and related factors to limit exposure to any single tenant’s financial or operating difficulties while expanding relationships with strong, growing retailers; • Being consistently aware of each asset’s competitive position within its trade area and recommending physical improvements or adjusting tenant merchandising to maximize foot traffic and dwell time of customers, and ultimately generate higher rents and occupancy rates; • Continuously canvassing trade areas to identify unique operators that can distinguish a property and enhance its offerings; • Maintaining regular contact with the brokerage community to stay abreast of new merchants, potential relocations, new supply and overall trade area dynamics to capitalize on market and retail trends; • Conducting regular portfolio reviews with key merchants; • Building and nurturing deep relationships with tenant decision-makers; • Focusing on spaces with below-market leases that might be recaptured; • Understanding the impact of options, exclusives, co-tenancy and other restrictive lease provisions; and • Optimizing required capital investment in every transaction.
We have aligned our sustainability practices in accordance with the Global Reporting Initiative standards as well as the Sustainability Accounting Standards Board and the Task Force on Climate-Related Financial Disclosures frameworks. On an annual basis, we publish a Corporate Responsibility Report and complete a GRESB submission to continue to measure our progress against peers.
We have aligned our sustainability practices in accordance with the Global Reporting Initiative standards as well as the Sustainability Accounting Standards Board and the Task Force on Climate-Related Financial Disclosures frameworks. On an annual basis, we publish a Corporate Responsibility Report and complete a GRESB submission to continue to measure our progress.
Our headquarters is located at 12 East 49 th Street, New York, NY 10017. Significant Tenants None of our tenants accounted for more than 10% of total revenues in any of the years ended December 31, 2024, 2023 and 2022.
Our headquarters is located at 12 East 49 th Street, New York, NY 10017. Significant Tenants None of our tenants accounted for more than 10% of total revenues in any of the years ended December 31, 2025, 2024 and 2023.
Repurposing retail real estate with high-quality retailers, with a focus on grocers, discounters, entertainment offerings, and elevated food offerings is increasingly important to our business plan.
Repurposing retail real estate with high-quality retailers, with a focus on grocers, discounters, big-box retailers, entertainment offerings, and elevated food offerings is increasingly important to our business plan.
Human Capital As of December 31, 2024, we had 109 employees. We believe that our people are our most valuable asset. Our future success will depend, in part, on our ability to continue to attract, hire, and retain qualified personnel. Accordingly, we strive to offer competitive salaries and employee benefits to all employees and monitor salaries in our market areas.
Human Capital As of December 31, 2025, we had 104 employees. We believe that our people are our most valuable asset. Our future success will depend, in part, on our ability to continue to attract, hire, and retain qualified personnel. Accordingly, we strive to offer competitive salaries and employee benefits to all employees and monitor salaries in our market areas.
Copies of our charters, code, guidelines, and filings under the Exchange Act are also available free of charge from us, upon request. 6
Copies of our charters, code, guidelines, and filings under the Exchange Act are also available free of charge from us, upon request. 5
The goal of this initiative is to promote a culture of learning while providing opportunities for professional and personal growth. Further information on our Corporate Responsibility practices can be found on our website in the Corporate Responsibility section. The information on our website is not incorporated by reference in this Annual Report on Form 10-K.
The goal of this initiative is to promote cross-functional learning while providing opportunities for professional and personal growth. Further information on our Corporate Responsibility practices can be found on our website in the Corporate Responsibility section. The information on our website is not incorporated by reference in this Annual Report on Form 10-K.
Our portfolio is currently comprised of 71 shopping centers, two outlet centers and two malls totaling approximately 17.4 million square feet (“sf”) of gross leasable area with a consolidated occupancy rate of 91.7%. For additional information on recent business developments, see Part II, Item 7.
Our portfolio is currently comprised of 69 shopping centers, two outlet centers and two malls totaling approximately 17.2 million square feet (“sf”) of gross leasable area with a consolidated occupancy rate of 90.1%. For additional information on recent business developments, see Part II, Item 7.
The Company is subject to certain foreign, state and local income taxes, in particular income taxes arising from its operating activities in Puerto 4 Rico, which are included in income tax expense in the consolidated statements of income and comprehensive income. In addition, the Company’s taxable REIT subsidiary (“TRS”) is subject to income tax at regular corporate rates. Supplemental U.S.
The Company is subject to certain foreign, state and local income taxes, in particular income taxes arising from its operating activities in Puerto 4 Rico, which are included in income tax expense in the consolidated statements of income and comprehensive income. In addition, the Company’s taxable REIT subsidiaries (“TRSs”) are subject to income tax at regular corporate rates.
As of December 31, 2024, we had $162.6 million of active development, redevelopment, and anchor repositioning projects, of which $89.5 million remains to be funded. These projects are expected to generate an approximate 15% unleveraged yield.
As of December 31, 2025, we had $165.5 million of active development, redevelopment, and anchor repositioning projects, of which $85.6 million remains to be funded. These projects are expected to generate an approximate 14% unleveraged yield.
The TJX Companies is our largest tenant and accounted for approximately $22.3 million, or 5.0%, of our total revenue for the year ended December 31, 2024.
The TJX Companies is our largest tenant and accounted for approximately $26.5 million, or 5.6%, of our total revenue for the year ended December 31, 2025.
We expect to generate increasing levels of cash flow from internally generated funds and to have substantial borrowing capacity under our $800 million revolving credit agreement (as amended, the “Revolving Credit Agreement”), general access to equity markets and from potential secured debt financing on our existing assets.
We expect to generate increasing levels of cash flow from internally generated funds and to have substantial borrowing capacity under our unsecured line of credit and delayed draw term loans, general access to equity markets and from potential secured debt financing on our existing assets.
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Initiatives we have taken include the installation of energy-efficient roofing, LED lighting retrofits, high efficiency HVAC systems, electric vehicle charging stations and waste recycling and management programs. We are also exploring solar energy to further reduce our consumption and greenhouse gas emissions.
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Federal Income Tax Considerations The following discussion supplements and updates the disclosures under “Certain United States Federal Income Tax Considerations” in the prospectus dated August 15, 2022, contained in our Registration Statement on Form S-3 (File No. 333-266885) filed with the SEC on August 15, 2022.
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Capitalized terms herein that are not otherwise defined shall have the same meaning as when used in such disclosures (as supplemented). On December 29, 2022, the Internal Revenue Service promulgated final Treasury Regulations under Sections 897, 1441, 1445, and 1446 of the Code that were, in part, intended to coordinate various withholding regimes for non-U.S. shareholders.
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The withholding rules applicable to ordinary REIT dividends paid to a non-U.S. shareholder (generally, a 30% rate of withholding on gross amounts unless otherwise reduced by treaty or effectively connected with such non-U.S. shareholder’s trade or business within the United States and proper certifications are provided) will apply to (a) that portion of any distribution paid by us that is not designated as a capital gain dividend, a return of basis or a distribution in excess of the non-U.S. shareholder’s adjusted basis in its stock that is treated as gain from the disposition of such stock and (b) any portion of a capital gain dividend paid by us that is not treated as gain attributable to the sale or exchange of a U.S. real property interest by reason of the recipient not owning more than 10% of a class of our stock that is regularly traded on an established securities market during the one-year period ending on the date of the capital gain dividend. ii.
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The withholding rules under FIRPTA will apply to a distribution paid by us in excess of a non-U.S. shareholder’s adjusted basis in our stock, unless the interest in our stock is not a U.S. real property interest (for example, because we are a domestically controlled qualified investment entity) or the distribution is paid to a “withholding qualified holder.” A “withholding qualified holder” means a qualified holder (as defined below) and a foreign partnership all of the interests of which are held by qualified holders, including through one or more partnerships. iii.
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The withholding rules under FIRPTA will apply to any portion of a capital gain dividend paid to a non-U.S. shareholder that is attributable to the sale or exchange of a U.S. real property interest, unless it is paid to a withholding qualified holder.
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In the case of FIRPTA withholding under clause (ii) above, the applicable withholding rate is currently 15%, and in the case of FIRPTA withholding under clause (iii) above the withholding rate is currently 21%.
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For purposes of FIRPTA withholding under clause (iii), whether a capital gain dividend is attributable to the sale or exchange of a U.S. real property interest is determined taking into account the general exception from FIRPTA distribution treatment for distributions paid to certain non-U.S. shareholders under which any distribution by us to a non-U.S. shareholder with respect to any class of stock which is regularly traded on an established securities market located in the United States is not treated as gain recognized from the sale or exchange of a U.S. real property interest if such non-U.S. shareholder did not own more than 10% of such class of stock at any time during the 1-year period ending on the date of such distribution.
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To the extent inconsistent, these Treasury Regulations supersede the discussion on withholding contained in the above-referenced disclosures (as supplemented) under the heading “ Certain United States Federal Income Tax Considerations—Taxation of Non-U.S.
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Shareholders .” However, if, notwithstanding these Treasury Regulations, we encounter difficulties in properly characterizing a distribution for purposes of the withholding rules, we may decide to withhold on such distribution at the highest possible U.S. federal withholding rate that we determine could apply. The Treasury Regulations also provide guidance regarding qualified foreign pension funds.
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Accordingly, the last two sentences of the first paragraph under the heading “ Certain United States Federal Income Tax Considerations—Taxation of Non-U.S.
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Shareholders—Qualified Foreign Pension Funds ” are hereby deleted and replaced with the following: Under Treasury Regulations, subject to the discussion below regarding “qualified holders,” a “qualified controlled entity” also is not generally treated as a foreign person for purposes of FIRPTA.
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A qualified controlled entity generally includes a trust or corporation organized under the laws of a foreign country all of the interests of which are held by one or more qualified foreign pension funds either directly or indirectly through one or more qualified controlled entities.
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Additionally, the following two paragraphs are added after the first paragraph under the heading “ Certain United States Federal Income Tax Considerations—Taxation of Shareholders and Potential Tax Considerations Relating to Their Investment in Common Shares or Preferred Shares—Taxation of Non-U.S.
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Shareholders—Qualified Foreign Pension Funds ”: Treasury Regulations further require that a qualified foreign pension fund or qualified controlled entity will not be exempt from FIRPTA with respect to dispositions of U.S. real property interests or REIT distributions attributable to the same unless the qualified foreign pension fund or qualified controlled entity is a “qualified holder.” To be a qualified holder, a qualified foreign 5 pension fund or qualified controlled entity must satisfy one of two alternative tests at the time of the disposition of the U.S. real property interest or the REIT distribution.
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Under the first test, a qualified foreign pension fund or qualified controlled entity is a qualified holder if it owned no U.S. real property interests as of the earliest date during an uninterrupted period ending on the date of the disposition or distribution during which it qualified as a qualified foreign pension fund or qualified controlled entity.
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Alternatively, if a qualified foreign pension fund or qualified controlled entity held U.S. real property interests as of the earliest date during the period described in the preceding sentence, it can be a qualified holder only if it satisfies certain testing period requirements.
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Treasury Regulations also provide that a foreign partnership all of the interests of which are held by qualified holders, including through one or more partnerships, may certify its status as such and will not be treated as a foreign person for purposes of withholding under Code Section 1445 (and Code Section 1446, as applicable).

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWe cannot assure you that the market prices of our equity securities, including our common shares, will not fluctuate or decline significantly in the future. 17 A number of factors could negatively affect, or result in fluctuations in, the prices or trading volume of equity securities, including: • actual or anticipated changes in our operating results and changes in expectations of future financial performance; • our operating performance and the performance of other similar companies; • changes in the real estate industry, and in the retail industry, including growth in e-commerce, catalog companies and direct consumer sales; • our strategic decisions, such as acquisitions, dispositions, spin-offs, joint ventures, strategic investments or changes in business strategy; • equity issuances or buybacks by us or the perception that such issuances or buybacks may occur or adverse market reaction to any indebtedness we incur; • changes in the interest rate environment and/or the impact of rising inflation; • decreases in our distributions to shareholders; • changes in real estate valuations or market valuations of similar companies; • additions or departures of key management personnel; • publication of research reports about us or our industry by securities analysts, or negative speculation in the press or investment community; • the passage of legislation or other regulatory developments that adversely affect us, our tax status, or our industry; • changes in accounting principles; • our failure to satisfy the listing requirements of the NYSE; • our failure to comply with the requirements of the Sarbanes‑Oxley Act; • our failure to qualify as a REIT; and • general market conditions, including factors unrelated to our performance.
Biggest changeA number of factors could negatively affect, or result in fluctuations in, the prices or trading volume of equity securities, including: • actual or anticipated changes in our operating results and changes in expectations of future financial performance; • our operating performance and the performance of other similar companies; • changes in the real estate industry, and in the retail industry, including growth in e-commerce, catalog companies and direct consumer sales; • our strategic decisions, such as acquisitions, dispositions, spin-offs, joint ventures, strategic investments or changes in business strategy; • equity issuances or buybacks by us or the perception that such issuances or buybacks may occur or adverse market reaction to any indebtedness we incur; • changes in the interest rate environment and/or the impact of rising inflation; • decreases in our distributions to shareholders; • changes in real estate valuations or market valuations of similar companies; • additions or departures of key management personnel; • publication of research reports about us or our industry by securities analysts, or negative speculation in the press or investment community; • the passage of legislation or other regulatory developments that adversely affect us, our tax status, or our industry; • changes in accounting principles; • our failure to satisfy the listing requirements of the NYSE; • our failure to comply with the requirements of the Sarbanes‑Oxley Act; • our failure to qualify as a REIT; and • general market conditions, including factors unrelated to our performance. 17 In the past, securities class action litigation has often been instituted against companies following periods of volatility in the price of their common stock.
If the cost or amount of our debt increases or we cannot refinance our debt in sufficient amounts or on acceptable terms, we are at risk of default on our obligations, which could have a material adverse effect on our company, including our ability to make distributions to our shareholders.
If the cost or amount of our debt increases or we cannot refinance our debt in sufficient amounts or on acceptable terms, we are at risk of default on our obligations, which could have a material adverse effect on the Company, including our ability to make distributions to our shareholders.
Epidemics, pandemics or other public health crises that impact economic and market conditions, particularly in the markets where our properties are located, and preventative measures taken to alleviate their impact, may have a material adverse effect 7 on our and our tenants’ businesses, financial condition, results of operations, liquidity, and ability to access capital markets and satisfy debt service obligations.
Epidemics, pandemics or other public health crises that impact economic and market conditions, particularly in the markets where our properties are located, and preventative measures taken to alleviate their impact, may have a material adverse effect on our and our tenants’ businesses, financial condition, results of operations, liquidity, and ability to access capital markets and satisfy debt service obligations.
If we incur substantial costs to comply with the ADA and any other legislation, our cash flow, financial condition and results of operations could be adversely affected. RISKS RELATED TO OUR STATUS AS A REIT We may fail to qualify or remain qualified as a REIT and may be required to pay income taxes at corporate rates.
If we incur substantial costs to comply with the ADA and any other legislation, our cash flow, financial condition and results of operations could be adversely affected. 14 RISKS RELATED TO OUR STATUS AS A REIT We may fail to qualify or remain qualified as a REIT and may be required to pay income taxes at corporate rates.
With this increased focus and demand, public reporting regarding Corporate Responsibility practices is becoming more broadly expected. If our Corporate Responsibility practices (including the speed of adoption of certain practices) and reporting do not meet investor, tenant, customer, or employee expectations, which continue to evolve, our reputation and tenant 14 retention may be negatively impacted.
With this increased focus and demand, public reporting regarding Corporate Responsibility practices is becoming more broadly expected. If our Corporate Responsibility practices (including the speed of adoption of certain practices) and reporting do not meet investor, tenant, customer, or employee expectations, which continue to evolve, our reputation and tenant retention may be negatively impacted.
Our properties are subject to various federal, state and local regulatory requirements such as state and local fire and life safety regulations. If we fail to comply with these requirements, we could incur fines or private damage awards. We do not know whether existing requirements will change or whether compliance with future requirements will require significant unanticipated expenditures.
Our properties are also subject to various federal, state and local regulatory requirements such as state and local fire and life safety regulations. If we fail to comply with these requirements, we could incur fines or private damage awards. We do not know whether existing requirements will change or whether compliance with future requirements will require significant unanticipated expenditures.
From time to time, we may generate taxable income greater than our cash flow as a result of differences in timing between the recognition of taxable income and the actual receipt of cash or the effect of nondeductible capital expenditures, the effect of 15 limitations on interest and net operating loss deductibility, the creation of reserves, or required debt or amortization payments.
From time to time, we may generate taxable income greater than our cash flow as a result of differences in timing between the recognition of taxable income and the actual receipt of cash or the effect of nondeductible capital expenditures, the effect of limitations on interest and net operating loss deductibility, the creation of reserves, or required debt or amortization payments.
As a result, in the event one or more anchor tenants were to leave one or more of our centers, we cannot be sure that we would be able to lease the vacant space on equivalent terms or at all. In addition, we may not be able to recover costs owed to us by the closed tenant.
As a result, in the event one or more anchor tenants were to leave one or more of our centers, we cannot be sure that we would be able to lease the vacant space on equivalent terms or at all. In addition, we may not be able to recover costs owed to 8 us by the closed tenant.
In certain cases, some anchor and non-anchor tenants may be able to terminate their leases if they do not achieve defined sales levels. 9 Development and redevelopment activities have inherent risks, which could adversely impact our cash flow, financial condition and results of operations.
In certain cases, some anchor and non-anchor tenants may be able to terminate their leases if they do not achieve defined sales levels. Development and redevelopment activities have inherent risks, which could adversely impact our cash flow, financial condition and results of operations.
Moreover, it is possible that legislation could be enacted that could modify or repeal the laws with respect to Section 1031 Exchanges, which could make it more difficult or not possible for us to dispose of properties on a tax deferred basis. We face possible adverse changes in tax law.
Moreover, it is possible that legislation could be enacted that could modify or repeal the laws with respect to Section 1031 Exchanges, which could make it more difficult or not possible for us to dispose of properties on a tax deferred basis. 15 We face possible adverse changes in tax law.
These limitations may delay, deter or prevent a change in control of us or other transactions that might involve a premium price or otherwise be in the best interest of our shareholders. 16 Maryland law contains provisions that may reduce the likelihood of certain takeover transactions.
These limitations may delay, deter or prevent a change in control of us or other transactions that might involve a premium price or otherwise be in the best interest of our shareholders. Maryland law contains provisions that may reduce the likelihood of certain takeover transactions.
During periods of economic adversity, there may be an increase in the number of tenants 8 that cannot pay their rent and an increase in vacancy rates, which could materially and adversely affect our cash flow, financial condition and results of operations.
During periods of economic adversity, there may be an increase in the number of tenants that cannot pay their rent and an increase in vacancy rates, which could materially and adversely affect our cash flow, financial condition and results of operations.
Similarly, the repurchase or redemption rights or liquidation preferences we could assign to holders of preferred shares could affect the residual value of the common shares. 18 Inflation and related volatility in the economy could negatively impact the value of our publicly-traded equity securities.
Similarly, the repurchase or redemption rights or liquidation preferences we could assign to holders of preferred shares could affect the residual value of the common shares. Inflation and related volatility in the economy could negatively impact the value of our publicly-traded equity securities.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” included in Part II, Item 7 in this Annual Report on Form 10-K and the Notes to Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” included in Part II, Item 7 in this Annual Report on Form 10-K and the Notes to the consolidated audited financial statements included in Part II, Item 8 in this Annual Report on Form 10-K.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” included in Part II, Item 7. in this Annual Report on Form 10-K and the Notes to Consolidated Financial Statements included in Part II, Item 8. in this Annual Report on Form 10-K.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” included in Part II, Item 7 in this Annual Report on Form 10-K and the Notes to the consolidated audited financial statements included in Part II, Item 8 in this Annual Report on Form 10-K.
If a tenant does not pay its rent, we might not be able to enforce our rights as landlord without delays and might incur substantial legal and other costs.
If a tenant does not pay its rent, we might not be able to enforce our rights as landlord without delays and might 7 incur substantial legal and other costs.
Many tenants also permit merchandise purchased on their websites to be picked up at, or returned to, their physical store locations, which may have the effect of decreasing the reported amount of their in-store sales and the amount of rent we are able to collect from them (particularly with respect to those tenants who pay rent based on a percentage of their in-store sales).
For example, many tenants also permit merchandise purchased on their websites to be picked up at, or returned to, their physical store locations, which may have the effect of decreasing the reported amount of their in-store sales and the amount of rent we are able to collect from them (particularly with respect to those tenants who pay rent based on a percentage of their in-store sales).
A breach or significant and extended disruption in the functioning of our systems, including our primary website, may damage 13 our reputation and cause us to lose customers, tenants and revenues, generate third-party claims, result in the unintended and/or unauthorized public disclosure or the misappropriation of proprietary, personal identifying and confidential information, and require us to incur significant expenses to address and remediate or otherwise resolve these kinds of issues, and we may not be able to recover these expenses in whole or in any part from our service providers, responsible parties, or insurance carriers which could have a material adverse effect on our business and operations.
Any such issues, including a breach or significant and extended disruption in the functioning of our systems, including our primary website, may damage our reputation and cause us to lose availability of our systems data, customers, tenants and revenues, generate third-party claims, result in the unintended and/or unauthorized public disclosure or the misappropriation of proprietary, personal identifying and confidential information, and require us to incur significant expenses to address and remediate or otherwise resolve these kinds of issues, and we may not be able to recover these expenses in whole or in any part from our service providers, responsible parties, or insurance carriers which could have a material adverse effect on our business and operations.
There can be no assurance that new financing or other capital will be available or available on acceptable terms. The failure to obtain financing or other capital could materially and adversely affect our business, results of operations and financial condition.
As such, there can be no assurance that new financing or other capital will be available or available on acceptable terms. The failure to obtain financing or other capital could materially and adversely affect our business, results of operations and financial condition.
Additionally, inflationary pricing may have a negative effect on the construction costs necessary to complete our development and redevelopment projects, including, but not limited to, costs of construction materials, labor and services from third-party contractors and suppliers.
Additionally, inflationary pricing has had and may continue to have a negative effect on the construction costs necessary to complete our development and redevelopment projects, including, but not limited to, costs of construction materials, labor and services from third-party contractors and suppliers.
In the event concerns regarding safety were to alter shopping habits or deter customers from visiting shopping centers, our tenants would be adversely affected, as would the general demand for retail space. Additionally, if such incidents were to continue, insurance for such acts may become limited or subject to substantial cost increases.
In the event concerns regarding safety were to alter shopping habits or deter customers from visiting shopping centers, our tenants would be adversely affected, as would the general demand for retail space and the value of our properties. Additionally, if such incidents were to continue, insurance for such acts may become limited or subject to substantial cost increases.
Covenants in our existing financing agreements may restrict our operating, financing, redevelopment, development, acquisition and other activities. The mortgages on our properties contain customary covenants such as those that limit our ability, without the prior consent of the lender, to further mortgage the applicable property or to reduce insurance coverage.
Covenants in our existing financing agreements may restrict our operating, financing, redevelopment, development, acquisition and other activities. The mortgages on our properties contain customary covenants such as those that limit our ability, without the prior consent of the lender, to further mortgage the applicable property, reduce insurance coverage, execute certain leases or undertake certain development activities.
Despite system redundancy, the implementation of security measures and the existence of a disaster recovery plan for our information technology (“IT”) infrastructure, our systems are vulnerable to damages from any number of sources, including computer viruses, unauthorized access, energy blackouts, natural disasters, terrorism, war and telecommunication failures.
Despite system redundancy, the implementation of security measures and the existence of a disaster recovery plan for our IT infrastructure, our systems are vulnerable to damages from any number of sources, including computer viruses, unauthorized access, energy blackouts, natural disasters, terrorism, war and telecommunication failures.
We face risks associated with security breaches, whether through cyber attacks or cyber intrusions over the internet, malware, computer viruses, attachments to emails, persons inside our organization or persons with access to systems, and other significant disruptions of our IT networks and related systems.
We face risks associated with security breaches, whether through cyber attacks or cyber intrusions over the internet, malware, computer viruses, attachments to emails, persons inside our organization or persons with access to systems, and other significant disruptions of our Information Technology (“IT”) networks and related systems.
Our ability to complete acquisitions on favorable terms and successfully operate or develop them is subject to the following risks: • we may incur significant costs and divert management attention in connection with the evaluation and negotiation of potential acquisitions, including ones that are subsequently not completed; • we may be unable to finance acquisitions on favorable terms and in the time period we desire, or at all; • we may be unable to quickly and efficiently integrate new acquisitions, particularly the acquisition of portfolios of properties, into our existing operations; • we may acquire properties that are not initially accretive to our results upon acquisition, and we may not successfully manage and lease those properties to meet our expectations; and 10 • we may acquire properties subject to liabilities and without any recourse, or with only limited recourse to former owners, with respect to unknown liabilities for clean-up of undisclosed environmental contamination, claims by tenants or other persons to former owners of the properties and claims for indemnification by general partners, trustees, officers and others indemnified by the former owners of the properties.
Our ability to complete acquisitions on favorable terms and successfully operate or develop them is subject to the following risks: • we may incur significant costs and divert management attention in connection with the evaluation and negotiation of potential acquisitions, including ones that are subsequently not completed; • we may underestimate the costs to improve, reposition or redevelop a property, or the time needed to complete the improvement, repositioning or redevelopment; • we may be unable to finance acquisitions on favorable terms and in the time period we desire, or at all; • we may be unable to quickly and efficiently integrate new acquisitions, particularly the acquisition of portfolios of properties, into our existing operations; • we may acquire properties that are not initially accretive to our results upon acquisition, and we may not successfully manage and lease those properties to meet our expectations; and 9 • we may acquire properties subject to liabilities and without any recourse, or with only limited recourse to former owners, with respect to unknown liabilities for clean-up of undisclosed environmental contamination, claims by tenants or other persons to former owners of the properties and claims for indemnification by general partners, trustees, officers and others indemnified by the former owners of the properties.
The Revolving Credit Agreement contains, and any debt that we may obtain in the future may contain, customary restrictions, requirements and other limitations on our ability to incur indebtedness, including covenants (i) that limit our ability to incur debt based upon (1) our ratio of total debt to total assets, (2) our ratio of secured debt to total assets, (3) our ratio of earnings before interest, tax, depreciation and amortization (“EBITDA”) to interest expense and (4) our ratio of EBITDA to fixed charges, and (ii) that require us to maintain a certain level of unencumbered assets to unsecured debt.
The agreements for our unsecured line of credit and term loans contain, and any debt that we may obtain in the future may contain, customary restrictions, requirements and other limitations on our ability to incur indebtedness, including covenants (i) that limit our ability to incur debt based upon (1) our ratio of total debt to total assets, (2) our ratio of secured debt to total assets, (3) our ratio of earnings before interest, tax, depreciation and amortization (“EBITDA”) to interest expense and (4) our ratio of EBITDA to fixed charges, and (ii) that require us to maintain a certain level of unencumbered assets to unsecured debt.
As of December 31, 2024, we had $1.6 billion of secured debt outstanding, encumbering 31 of our properties. As of December 31, 2024, we were in compliance with all debt covenants.
As of December 31, 2025, we had $1.6 billion of secured debt outstanding, encumbering 30 of our properties. As of December 31, 2025, we were in compliance with all debt covenants.
Natural disasters could have a concentrated impact on us. We own properties near the Atlantic Coast and in Puerto Rico which are subject to natural disasters such as hurricanes, floods, earthquakes and storm surges. We also have two properties in California that could be impacted by earthquakes and wildfires.
We own properties near the Atlantic Coast and in Puerto Rico which are subject to natural disasters such as hurricanes, floods, earthquakes and storm surges. We also have two properties in California that could be impacted by earthquakes and wildfires.
Spaces that accounted for approximately 11.5% of physical occupancy were vacant as of December 31, 2024, excluding leases signed but not commenced. In addition, leases accounting for approximately 22% of our annualized base rent for the fiscal year ended December 31, 2024 are scheduled to expire within the next three years.
Spaces that accounted for approximately 12.1% of physical occupancy were vacant as of December 31, 2025, excluding leases signed but not commenced. In addition, leases accounting for approximately 22% of our annualized base rent for the fiscal year ended December 31, 2025 are scheduled to expire within the next three years.
The bankruptcy or insolvency of a major tenant at one of our properties could also negatively impact our ability to lease other existing or future vacancies at any such property. In addition, our leases generally do not contain restrictions designed to ensure the ongoing creditworthiness of our tenants.
The bankruptcy or insolvency of a major tenant at one of our properties could also result in a lower level of net income and negatively impact our ability to lease other existing or future vacancies at any such property. In addition, our leases generally do not contain restrictions designed to ensure the ongoing creditworthiness of our tenants.
Certain mitigating factors and contingencies are built into our contracts; however, no assurance can be given that our efforts at mitigation will be successful. Higher construction costs could adversely impact our investments in real estate assets and expected yields on our redevelopment projects. International trade disputes, including U.S. trade tariffs and retaliatory tariffs, could adversely impact our business.
Certain mitigating factors and contingencies are built into our contracts; however, no assurance can be given that our efforts at mitigation will be successful. Higher construction costs could adversely impact our investments in real estate assets and expected yields on our redevelopment projects.
In the event that a tenant with a significant number of leases in our properties files for bankruptcy and rejects its leases, we could experience a significant reduction in our revenues, and we may not be able to collect all pre-petition amounts owed by that party, which may adversely affect our cash flow, financial condition and results of operations.
In the event that a tenant with a significant number of leases in our properties files for bankruptcy and rejects its leases, we could experience a significant reduction in our revenues, and we may not be able to collect all pre-petition amounts owed by that party.
We may develop or redevelop properties when we believe that doing so is consistent with our business strategy. As of December 31, 2024, we had 26 active redevelopment projects in which we have invested a total of approximately $73.1 million, and based on our current plans and estimates, we anticipate it will cost an additional $89.5 million to complete.
We may develop or redevelop properties when we believe that doing so is consistent with our business strategy. As of December 31, 2025, we had 23 active redevelopment projects in which we have invested a total of approximately $79.9 million, and based on our current plans and estimates, we anticipate it will cost an additional $85.6 million to complete.
We maintain comprehensive, all-risk property and rental value insurance coverage on our properties, however losses resulting from a natural disaster may be subject to a deductible or not fully covered and such losses could adversely affect our cash flow, financial condition and results of operations. Some of our potential losses may not be covered by insurance.
As a result, we could become subject to business interruption, significant losses and repair costs. We maintain comprehensive, all-risk property and rental value insurance coverage on our properties, however losses resulting from a natural disaster may be subject to a deductible or not fully covered and such losses could adversely affect our cash flow, financial condition and results of operations.
For information about our available sources of funds, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” included in Part II, Item 7 in this Annual Report on Form 10-K and the Notes to Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K.
For information about our available sources of funds, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” included in Part II, Item 7 of this Annual Report on 11 Form 10-K and the Notes to the c onsolidated a udited f inancial s tatements included in Part II, Item 8 in this Annual Report on Form 10-K.
Our properties are individually reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the property may not be recoverable.
Our properties are individually reviewed for impairment whenever events or changes in circumstances, including declines in property operating performance and general market conditions, indicate that the carrying amount of the property may not be recoverable.
We cannot guarantee the timing, amount, or payment of dividends on our common shares. Although we expect to pay regular cash dividends, the timing, declaration, amount and payment of dividends to shareholders falls within the discretion of the Board of Trustees.
Although we expect to pay regular cash dividends, the timing, declaration, amount and payment of dividends to shareholders falls within the discretion of the Board of Trustees.
This competition may increase the demand for the types of properties in which we typically invest and, therefore, increase the prices paid for such acquisition properties.
This competition may increase the demand for the types of properties in which we typically invest and, therefore, increase the prices paid for such acquisition properties, if we are able to attain them at all.
RISKS RELATED TO OUR LIQUIDITY AND INDEBTEDNESS Risks related to our outstanding debt. We have historically used moderate levels of leverage and expect to continue to incur indebtedness to support our activities. As of December 31, 2024, our outstanding indebtedness was $1.6 billion, of which $100.9 million was variable rate indebtedness.
We have historically used moderate levels of leverage and expect to continue to incur indebtedness to support our activities. As of December 31, 2025, our outstanding indebtedness was $1.6 billion, all of which was fixed rate indebtedness.
This competition will increase if investments in real estate become more attractive relative to other forms of investment. Competition for investments may reduce the number of suitable investment opportunities available to us and may have the effect of increasing prices paid for such acquisition properties and, as a result, adversely affecting our ability to grow through acquisitions.
This competition will increase if investments in real estate become more attractive relative to other forms of investment. Competition for investments may reduce the number of suitable investment opportunities available to us and, as a result, adversely affect our ability to grow through acquisitions. Our operating results at acquired properties may not meet our financial expectations.
While we may enter into interest rate hedging transactions with counterparties, there can be no guarantee that the future financial condition of these counterparties will enable them to fulfill their obligations under such agreements.
We are exposed to risks related to a potential rising interest rate environment for our current or any future variable interest rate debt. While we may enter into interest rate hedging transactions with counterparties, there can be no guarantee that the future financial condition of these counterparties will enable them to fulfill their obligations under such agreements.
Our financial results depend significantly on leasing space in our properties to tenants on economically favorable terms. A majority of our income depends on the ability of our tenants to pay the full amount of rent and other charges due under their leases on a timely basis.
A majority of our income depends on the ability of our tenants to pay the full amount of rent and other charges due under their leases on a timely basis.
The cost of any required remediation may exceed the value of the property and/or the aggregate assets of the owner or the responsible party. The presence of, or the failure to properly remediate, hazardous or toxic substances may adversely affect our ability to sell or lease a contaminated property or to use the property as collateral for a loan.
The presence of, or the failure to properly remediate, hazardous or toxic substances may adversely affect our ability to sell or lease a contaminated property or to use the property as collateral for a loan.
Our operations and properties are subject to various federal, state and local laws and regulations concerning the protection of the environment including air and water quality, hazardous or toxic substances and health and safety. These laws often impose liability without regard to whether the owner knew of, or was responsible for, the presence of hazardous or toxic substances.
Our operations and properties are subject to various federal, state and local laws and regulations concerning the protection of the environment including air and water quality, hazardous or toxic substances and health and safety.
Noncompliance could result in the imposition of fines by the federal government or the award of damages to private litigants and/or legal fees to their counsel.
Investigation of a property may reveal non-compliance with the ADA and could result in the imposition of fines by the federal government or the award of damages to private litigants and/or legal fees to their counsel.
Actual or perceived threats associated with epidemics, pandemics or other public health crises have had, and could have in the future, a material adverse effect on our and our tenants’ businesses, financial condition, results of operations, cash flow, liquidity, and ability to access the capital markets and satisfy debt service obligations.
Trade disputes could also adversely impact global supply chains, which could further increase costs for us and our tenants or delay delivery of key inventories and supplies. 6 Actual or perceived threats associated with epidemics, pandemics or other public health crises have had, and could have in the future, a material adverse effect on our and our tenants’ businesses, financial condition, results of operations, cash flow, liquidity, and ability to access the capital markets and satisfy debt service obligations.
The bankruptcy or insolvency of a major tenant could result in a lower level of net income, which may adversely affect our cash flow, financial condition and results of operations and decrease funds available to pay our indebtedness or make distributions to shareholders.
The bankruptcy or insolvency of a tenant and the related potential impacts noted above could adversely affect our cash flow, financial condition and results of operations and decrease funds available to pay our indebtedness or make distributions to shareholders.
Tenants who file for bankruptcy protection have the legal right to reject any or all of their leases and close related stores.
Tenants who file for bankruptcy protection have the legal right to reject any or all of their leases and close related stores. A tenant in bankruptcy may also attempt to renegotiate their lease or request significant rent concessions.
Certain provisions of Maryland law permit the board of trustees of a Maryland real estate investment trust with at least three independent trustees and a class of shares registered under the Exchange Act, without shareholder approval and regardless of what is currently provided in its declaration of trust or bylaws, to implement certain corporate governance provisions, some of which (for example, implementing a classified board) are not currently applicable to us.
As a result, any person may be able to enter into business combinations with us, which may not be in the best interest of shareholders, within five years of becoming an interested shareholder and without compliance by us with the super-majority vote requirements and other provisions of the MGCL. 16 Certain provisions of Maryland law permit the board of trustees of a Maryland real estate investment trust with at least three independent trustees and a class of shares registered under the Exchange Act, without shareholder approval and regardless of what is currently provided in its declaration of trust or bylaws, to implement certain corporate governance provisions, some of which (for example, implementing a classified board) are not currently applicable to us.
E-commerce is a vital part of our tenants’ business and continues to gain popularity, with growth in internet sales likely to continue in the future. E-commerce could result in a downturn in the business of some of our current tenants and could affect the way other current and future tenants lease space.
E-commerce is a vital part of our tenants’ businesses and continues to gain popularity, with growth in internet sales likely to continue in the future.
To the extent our tenants are unable to pass these costs on to their customers, our tenants’ operations could be adversely impacted, which among other things, could weaken demand by those tenants for our real estate. If the operations of potential future tenants are similarly adversely impacted, overall demand for our real estate may also weaken.
Many of our tenants sell imported goods, and tariffs or other trade restrictions could materially increase costs for these tenants. To the extent our tenants are unable to pass these costs on to their customers, our tenants’ operations could be adversely impacted, which among other things, could weaken demand by those tenants for our real estate.
Competition in the retail real estate industry is intense. We compete with a large number of public and private retail real estate companies, including property owners and developers. We compete with these companies to attract customers to our properties, as well as to attract anchor, non-anchor and other tenants.
Retail real estate is a competitive business. Competition in the retail real estate industry is intense. There are numerous public and private retail real estate companies that compete with our efforts to attract customers to our properties, as well as to attract anchor, non-anchor and other tenants.
Poor economic or market conditions in the New York metropolitan area may adversely affect our cash flow, financial condition and results of operations.
Real estate markets are subject to economic downturns, and we cannot predict the economic conditions in the New York metropolitan area in either the short-term or long-term. Poor economic or market conditions in the New York metropolitan area may adversely affect our cash flow, financial condition and results of operations.
International trade disputes, including threatened or implemented tariffs imposed by the U.S. and threatened or implemented tariffs imposed by foreign countries in retaliation, could adversely impact our business. Many of our tenants sell imported goods, and tariffs or other trade restrictions could materially increase costs for these tenants.
International trade disputes, including U.S. trade tariffs and retaliatory tariffs, or anticipation of the same, could adversely impact our business. International trade disputes, including threatened or implemented tariffs imposed by the U.S. and threatened or implemented tariffs imposed by foreign countries in retaliation, could adversely impact our business.
In addition, international trade disputes, including those related to tariffs, could result in inflationary pressures that directly impact our costs, such as costs for steel, lumber and other materials applicable to our redevelopment projects.
If the operations of potential future tenants are similarly adversely impacted, overall demand for our real estate may also weaken. In addition, international trade disputes, including those related to tariffs, could result in inflationary pressures that directly impact our costs, such as costs for steel, lumber and other materials applicable to our development and redevelopment projects.
Such events, individually or in the aggregate, can disrupt the local economy and could result in less disposable income for the purchase of goods sold at our properties and the inability of merchants to pay rent and other charges. 12 Any of these events could negatively impact our ability to lease space on terms and conditions we seek and could have a material adverse effect on our business and results of operations.
Such events, individually or in the aggregate, can disrupt the local economy and could result in less disposable income for the purchase of goods sold at our properties and the inability of merchants to pay rent and other charges.
RISKS RELATED TO BUSINESS CONTINUITY Risks related to our properties in Puerto Rico. Our two properties in Puerto Rico made up approximately 8% of our net operating income (“NOI”) for the year ended December 31, 2024.
We may also incur additional costs to remedy damages caused by such disruptions. Risks related to our properties in Puerto Rico. Our two properties in Puerto Rico made up approximately 8% of our net operating income (“NOI”) for the year ended December 31, 2025.
A significant number of our properties are located in the New York metropolitan area and are affected by the economic cycles there. Because a significant number of our properties are located in the New York metropolitan area, we are particularly susceptible to adverse economic and other developments in that area.
A significant number of our properties are located in the New York metropolitan area, and, as such, we are particularly susceptible to adverse economic and other developments in that area. Collectively, our New York metropolitan area properties in the aggregate generated approximately 65% of our annualized base rent as of December 31, 2025.
We cannot predict with certainty how growth in e-commerce will impact the demand for space at our properties or how much revenue will be generated at traditional store locations in the future.
We cannot predict with certainty how growth in e-commerce will impact the demand for space at our properties or revenue generated at traditional store locations in the future. If the continued shift towards e-commerce results in any of the impacts noted above, our cash flow, financial condition and results of operations could be materially and adversely affected.
There is a separate requirement to distribute net capital gains or pay a corporate level tax in lieu thereof. Our access to debt or equity financing depends on conditions in the capital markets generally and the willingness of third parties to lend to or to make equity investments.
There is a separate requirement to distribute net capital gains or pay a corporate level tax in lieu thereof. Our access to debt or equity financing depends on several factors, including general market conditions, our current and potential future earnings, the market’s perception of our growth potential and risk profile, and our cash distributions.
In the past, securities class action litigation has often been instituted against companies following periods of volatility in the price of their common stock. This type of litigation could result in substantial costs and divert our management’s attention and resources, which could have a material adverse effect on our cash flow, financial condition and results of operations.
This type of litigation could result in substantial costs and divert our management’s attention and resources, which could have a material adverse effect on our cash flow, financial condition and results of operations. We cannot guarantee the timing, amount, or payment of dividends on our common shares.
Such an incident at one of our properties, particularly one in which we generate a significant amount of revenue, could materially and adversely affect our business, results of operations and financial condition. Our business and operations would suffer in the event of system failures.
Such an incident at one of our properties, particularly one in which we generate a significant amount of revenue, could materially and adversely affect our business, results of operations and financial condition. RISKS RELATED TO ENVIRONMENTAL LIABILITY AND REGULATORY COMPLIANCE We may be adversely affected by laws, regulations or other issues related to climate change.
RISKS RELATED TO OUR BUSINESS AND OPERATIONS Inflation and related volatility in the economy could negatively impact our results of operations and our tenants. Inflation in the United States accelerated during 2021 and 2022. During 2023 and 2024, inflation decreased but remained at an elevated level relative to the years preceding 2021, and inflation may increase again in the future.
RISKS RELATED TO OUR BUSINESS AND OPERATIONS Inflation, cost of capital and related volatility in the economy could negatively impact our results of operations and our tenants. Inflation in the United States accelerated rapidly during 2021 and 2022 and has since moderated.
As of the date of this filing, w e have approximately $23.7 million of mortgage debt, with an interest rate of 4.0%, maturing within the next 12 months related to a 11 mortgage loan encumbering one of our properties.
As of December 31, 2025, w e have approximately $113.5 million of mortgage debt, with a weighted average interest rate of 3.9%, maturing within the next 12 months related to mortgage loans encumbering three of our properties.
See Part I, Item 1C. “Cybersecurity” in this Annual Report on Form 10-K for further information on our risk management, strategy and governance as it pertains to cyber risks. RISKS RELATED TO ENVIRONMENTAL LIABILITY AND REGULATORY COMPLIANCE We may be adversely affected by laws, regulations or other issues related to climate change.
See Part I, Item 1C. “Cybersecurity” in this Annual Report on Form 10-K for further information on our risk management, strategy and governance as it pertains to cyber risks. Our business and operations would suffer in the event of system failures.
As of December 31, 2024, approximately 6% of our current outstanding debt bore interest at variable rates based on the Secured Overnight Financing Rate (“SOFR”), plus an applicable margin per the respective loan agreements. We are exposed to risks related to a potential rising interest rate environment for our current or any future variable interest rate debt.
As of December 31, 2025, we had no variable rate debt outstanding and our only potential exposure is related to our line of credit, which bears interest at a variable rate based on the Secured Overnight Financing Rate (“SOFR”), plus an applicable margin per the respective loan agreement.
This competition could have a material adverse effect on our ability to lease space and on the amount of rent and expense reimbursements that we receive. We depend on leasing space to tenants on economically favorable terms and on collecting rent from tenants who ultimately may not be able to pay.
We depend on leasing space to tenants on economically favorable terms and on collecting rent from tenants who ultimately may not be able to pay. Our financial results depend significantly on leasing space in our properties to tenants on economically favorable terms.
In April 2024, in response to petitions and litigation from state officials, business and environmental groups alike, the SEC issued an order staying the rules until the litigation process is complete. As of the date of this filing, the timeline for resolution is not easily determinable and it is uncertain whether the rules will be upheld, amended or abolished.
In April 2024, in response to petitions and litigation from state officials, business and environmental groups alike, the SEC issued an order staying the rules until the litigation process is complete. Subsequently, the SEC withdrew its defense of the rules, but requested that the litigation be resolved on the merits.
The duration and extent of any prolonged periods of inflation, and any related adverse effects on our results of operations and financial condition, remain unknown at this time.
The duration and extent of any prolonged periods of inflation, and any related adverse effects on our results of operations, financial condition or cost of capital, remain inherently uncertain and could also adversely impact our future business plans and ability to accretively fund future growth.
Recording an impairment charge results in an immediate reduction in our income in the period in which the charge is taken, which could materially and adversely affect our results of operations and financial condition. For example, we recognized such an impairment in the first quarter of 2023 related to an office and retail property located in Brooklyn, NY.
Recording an impairment charge results in an immediate reduction in our income in the period in which the charge is taken, which could materially and adversely affect our results of operations and financial condition. We did not recognize any impairment charges during the years ended December 31, 2025 or 2024.
Consequently, we may have limited ability to promptly change our portfolio in response to changes in economic or other conditions.
Consequently, we may have limited ability to promptly change our portfolio in response to changes in economic or other conditions. Market conditions, including macroeconomic events, interest rate changes and capital availability, may impact our ability to sell properties on our preferred timing and at prices and returns we deem acceptable, if at all.
We also compete with these companies for development, redevelopment and acquisition opportunities. Other owners and developers may attempt to take existing tenants from our shopping centers by offering lower rents or other incentives to compel them to relocate.
Other owners and developers may attempt to take existing tenants from our shopping centers by offering lower rents or other incentives to compel them to relocate. This competition could have a material adverse effect on our ability to lease space and on the amount of rent and expense reimbursements that we receive.
We maintain numerous insurance policies including for general liability, property, pollution, acts of terrorism, trustees’ and officers’, cyber, workers’ compensation and automobile-related liabilities. However, all such policies are subject to the terms, conditions, exclusions, deductibles and sub-limits, among other limiting factors.
We maintain numerous insurance policies including for general liability, property, pollution, acts of terrorism, trustees’ and officers’, cyber, workers’ compensation and automobile-related liabilities which we believe are of the types and amounts customarily obtained for or by owners of similar types of real property assets located in the areas where our properties are located.
We may also incur additional costs to remedy damages caused by such disruptions. We face risks associated with security and cyber security breaches.
RISKS RELATED TO BUSINESS CONTINUITY We face risks associated with security and cyber security breaches.
The incurrence of uninsured losses, costs or uncovered premiums could materially and adversely affect our business, results of operations and financial condition.
As a result, we may reduce the insurance we procure or we may elect or be compelled to self-insure certain lines of coverage up to certain limits, such as through our wholly-owned captive insurance program. Incurring uninsured losses, costs or uncovered premiums could materially and adversely affect our business, results of operations and financial condition.
Removed
Trade disputes could also adversely impact global supply chains which could further increase costs for us and our tenants or delay delivery of key inventories and supplies.
Added
Though significantly lower than the peaks of 2021 and 2022, current inflation still surpasses levels prior to 2021 and may increase again in the future.
Removed
For example, the migration towards e-commerce has led many omnichannel retailers to prune the number and size of their traditional “brick and mortar” locations to increasingly rely on e-commerce and alternative distribution channels.
Added
Additionally, many of our tenants face increasing competition from E-commerce, which has previously affected, and could continue to affect in the future, decisions made by current and prospective tenants in leasing space and how they compete and innovate in a rapidly changing retail environment, including potentially reducing the size or number of their traditional “brick and mortar” retail locations in the future and increasing reliance on E-commerce and alternative distribution channels.
Removed
If the shift towards e-commerce causes declines in the “brick and mortar” sales generated by our tenants and/or causes our tenants to reduce the size or number of their retail locations in the future, our cash flow, financial condition and results of operations could be materially and adversely affected. Retail real estate is a competitive business.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe SVP, Chief Information Officer researches the latest technologies and trends used by cybercriminals through publications, conferences and discussions with peers. Cyber threats identified are communicated to all members of the Company via email to promote awareness and assist with protecting us from potential risks or breaches.
Biggest changeThe SVP, Chief Information Officer researches the latest technologies and trends used by cybercriminals through publications, conferences and discussions with peers and advisors. Cyber threats identified are communicated to all members of the Company via email to promote awareness and assist with protecting us from potential risks or breaches.
The Company utilizes advanced endpoint protection, firewalls, intrusion detection and prevention, threat intelligence, security event logging and correlation, and backup and redundancy systems.
The Company utilizes advanced endpoint protection, firewalls, intrusion detection and prevention, threat intelligence, security event logging and correlation, backup and redundancy systems.
They also simulate attacks on the Company as part of their audit procedures to gauge if our incident response is repeatable and effective and provide recommendations for areas of 19 improvement. Our vendor management program requires that critical and/or significant third-party service providers furnish information about their cyber policies to ensure compliance with cybersecurity standards.
They also simulate attacks on the Company as part of their audit procedures to gauge if our incident response is repeatable and effective and provide recommendations for areas of improvement. Our vendor management program requires that critical and/or significant third-party service providers furnish information about their cyber policies to ensure compliance with cybersecurity standards.
Any control deficiencies that represent cybersecurity risks, as well as any recommended changes to our processes, if appropriate, would be reported to senior management and the Board of Trustees.
Any control deficiencies that 19 represent cybersecurity risks, as well as any recommended changes to our processes, if appropriate, would be reported to senior management and the Board of Trustees.

Item 2. Properties

Properties — owned and leased real estate

16 edited+1 added−2 removed3 unchanged
Biggest changeMaxx Rutherford Commons (leased through 2099) (3) 196,000 100.0% 13.98 Lowe's Stelton Commons (leased through 2039) (3) 56,000 100.0% 21.99 Staples, Party City Tonnelle Commons 410,000 100.0% 23.29 BJ's Wholesale Club, Walmart, PetSmart Totowa Commons 272,000 100.0% 21.49 The Home Depot, Staples, Tesla (lease not commenced), Lidl (lease not commenced), Boot Barn (lease not commenced) Town Brook Commons 231,000 98.7% 14.45 Stop & Shop, Kohl's West Branch Commons 279,000 98.7% 16.74 Lowe's, Burlington West End Commons 241,000 100.0% 11.89 Costco, The Tile Shop, La-Z-Boy, Petco, Da Vita Dialysis Woodbridge Commons 225,000 100.0% 14.04 Walmart, Dollar Tree, Advance Auto Parts New York: 21 Amherst Commons 311,000 98.1% 11.35 BJ's Wholesale Club, Burlington, LA Fitness, Bob's Discount Furniture, Ross (lease not commenced) Bruckner Commons (5) 335,000 82.0% 43.76 ShopRite, Burlington, BJ's Wholesale Club (lease not commenced) Shops at Bruckner (5) 113,000 100.0% 39.72 Aldi, Marshalls, Five Below, Old Navy Burnside Commons 100,000 91.4% 17.90 Bingo Wholesale Cross Bay Commons 44,000 95.8% 41.62 Northwell Health Dewitt (leased through 2041) (3) 46,000 100.0% 19.36 Best Buy Forest Commons 165,000 89.5% 26.49 Western Beef, Planet Fitness, Advance Auto Parts, NYC Public School Gun Hill Commons 81,000 100.0% 38.79 Aldi, Planet Fitness Henrietta Commons (leased through 2056) (3) 165,000 97.9% 4.71 Kohl's Huntington Commons 208,000 98.0% 22.19 ShopRite, Marshalls, Old Navy, Petco, Burlington Kingswood Crossing 107,000 84.4% 47.58 Target, Marshalls, Maimonides Medical, Visiting Nurse Services Meadowbrook Commons (leased through 2040) (3) 44,000 100.0% 22.31 Bob's Discount Furniture Mount Kisco Commons 189,000 100.0% 18.08 Target, Stop & Shop New Hyde Park (leased through 2029) (3) 101,000 100.0% 23.41 Stop & Shop Yonkers Gateway 448,000 95.5% 20.55 Burlington, Marshalls, HomeSense, Best Buy, DSW, PetSmart, Alamo Drafthouse Cinema, Wren Kitchens Pennsylvania: Broomall Commons (5) 170,000 100.0% 15.43 Amazon Fresh, Planet Fitness, PetSmart, Nemours Children's Hospital, Picklr (lease not commenced) Lincoln Plaza 228,000 100.0% 5.35 Lowe's, Community Aid, Mattress Firm MacDade Commons 102,000 100.0% 13.00 Walmart Marten Commons 185,000 100.0% 15.23 Kohl's, Ross Dress for Less, Staples, Petco Springfield (leased through 2025) (3) 41,000 100.0% 25.29 PetSmart Wilkes-Barre Commons 184,000 100.0% 13.34 Bob's Discount Furniture, Ross Dress for Less, Marshalls, Petco, Wren Kitchen Wyomissing (leased through 2065) (3) 76,000 100.0% 14.83 LA Fitness, PetSmart South Carolina: Charleston (leased through 2063) (3) 45,000 100.0% 15.96 Best Buy Virginia: Norfolk (leased through 2069) (3) 114,000 100.0% 7.79 BJ's Wholesale Club Puerto Rico: Shops at Caguas 356,000 96.6% 33.46 Sector Sixty6, Forever 21, Old Navy The Outlets at Montehiedra (5) 531,000 97.1% 24.21 The Home Depot, Marshalls, Caribbean Cinemas, Old Navy, Ralph's Food Warehouse, T.J.
Biggest changeMaxx Rutherford Commons (leased through 2099) (3) 196,000 100.0% 13.96 Lowe's Stelton Commons (leased through 2039) (3) 56,000 100.0% 22.22 Staples, Party City Tonnelle Commons 410,000 100.0% 23.47 BJ's Wholesale Club, Walmart, PetSmart Totowa Commons 272,000 100.0% 22.58 The Home Depot, Staples, Tesla, Lidl (lease not commenced), Boot Barn (lease not commenced) Town Brook Commons 232,000 87.0% 14.94 Stop & Shop, Kohl's West Branch Commons 279,000 98.7% 17.50 Lowe's, Burlington West End Commons 241,000 100.0% 11.99 Costco, The Tile Shop, La-Z-Boy, Petco, Da Vita Dialysis Woodbridge Commons 225,000 100.0% 14.38 Walmart, Dollar Tree, Advance Auto Parts New York: Amherst Commons 311,000 98.1% 11.35 BJ's Wholesale Club, Burlington, LA Fitness, Ross Dress for Less, Bob's Discount Furniture Bruckner Commons (5) 335,000 90.2% 42.18 ShopRite, Burlington, BJ's Wholesale Club (lease not commenced), national off-price retailer (lease not commenced) Burnside Commons 100,000 90.2% 18.55 Bingo Wholesale Cross Bay Commons 44,000 100.0% 43.08 Northwell Health Dewitt (leased through 2041) (3) 46,000 100.0% 19.36 Best Buy Forest Commons 165,000 92.6% 26.94 Western Beef, Planet Fitness, Advance Auto Parts, NYC Public School Gun Hill Commons 81,000 100.0% 40.82 Aldi, Planet Fitness Henrietta Commons (leased through 2056) (3) 165,000 97.9% 4.76 Kohl's Huntington Commons 208,000 99.7% 23.01 ShopRite, Marshalls, Old Navy, Petco, Burlington Kingswood Crossing 108,000 100.0% 48.15 Target, Marshalls, Maimonides Medical, Visiting Nurse Services, Emblem Health Meadowbrook Commons (leased through 2040) (3) 44,000 100.0% 24.54 Bob's Discount Furniture Mount Kisco Commons 189,000 100.0% 18.15 Target, Stop & Shop New Hyde Park (leased through 2029) (3) 101,000 100.0% 23.41 Stop & Shop Shops at Bruckner (5) 113,000 100.0% 40.01 Aldi, Marshalls, Five Below, Old Navy Yonkers Gateway 448,000 98.6% 22.09 Burlington, Marshalls, HomeSense, Best Buy, DSW, PetSmart, Alamo Drafthouse Cinema, Wren Kitchens, national grocer (lease not commenced) 21 Pennsylvania: Broomall Commons (5) 170,000 100.0% 15.86 Amazon Fresh, Planet Fitness, PetSmart, Nemours Children's Hospital, Picklr (lease not commenced) Lincoln Plaza 228,000 100.0% 5.67 Lowe's, Community Aid, Mattress Firm Marten Commons 185,000 100.0% 15.98 Kohl's, Ross Dress for Less, Staples, Petco Wilkes-Barre Commons 184,000 100.0% 13.55 Bob's Discount Furniture, Ross Dress for Less, Marshalls, Petco, Wren Kitchens Wyomissing (leased through 2065) (3) 76,000 100.0% 16.58 LA Fitness, PetSmart South Carolina: Charleston (leased through 2063) (3) 45,000 100.0% 15.96 Best Buy Virginia: Norfolk (leased through 2069) (3) 114,000 100.0% 8.56 BJ's Wholesale Club Puerto Rico: Shops at Caguas 356,000 96.9% 33.07 Sector Sixty6, Old Navy, Foot Locker The Outlets at Montehiedra (5) 538,000 96.9% 24.37 Ralph's Food Warehouse, The Home Depot, Marshalls, Caribbean Cinemas, Old Navy, T.J.
The majority of our leases provide for reimbursements of real estate taxes, insurance and common area maintenance charges (including roof and structure in shopping centers, unless it is the tenant’s direct responsibility), and percentage rents based on tenant sales volume. Percentage rents accounted for approximately 1% of our total revenues for the year ended December 31, 2024.
The majority of our leases provide for reimbursements of real estate taxes, insurance and common area maintenance charges (including roof and structure in shopping centers, unless it is the tenant’s direct responsibility), and percentage rents based on tenant sales volume. Percentage rents accounted for approximately 1% of our total revenues for the year ended December 31, 2025.
(4) We own 95% of Walnut Creek (Mt. Diablo) and 82.5% of Sunrise Mall with the remaining portions in each case owned by joint venture partners. (5) Not included in the same-property pool for the purposes of calculating same-property metrics for the quarters ended December 31, 2024 and 2023.
(4) We own 95% of Walnut Creek (Mt. Diablo) and 82.5% of Sunrise Mall with the remaining portions in each case owned by joint venture partners. (5) Not included in the same-property pool for the purposes of calculating same-property metrics for the quarters ended December 31, 2025 and 2024.
Diablo), an 82.5% interest in Sunrise Mall in Massapequa, NY and lease 15 of our shopping centers under ground and/or building leases. As of December 31, 2024, we had $1.6 billion of outstanding mortgage indebtedness which is secured by our properties. The following pages provide details of our properties as of December 31, 2024.
Diablo), an 82.5% interest in Sunrise Mall in Massapequa, NY and lease 14 of our shopping centers under ground and/or building leases. As of December 31, 2025, we had $1.6 billion of outstanding mortgage indebtedness which is secured by our properties. The following pages provide details of our properties as of December 31, 2025.
Excluding the ground leases where the Company is the lessor, the weighted average annual rent per square foot for our retail portfolio is $23.32 per square foot. (3) The Company is a lessee under a ground or building lease. The total square feet disclosed for the building will revert to the lessor upon lease expiration.
Excluding the ground leases where the Company is the lessor, the weighted average annual rent per square foot for our retail portfolio is $24.08 per square foot. (3) The Company is a lessee under a ground or building lease. The total square feet disclosed for the building will revert to the lessor upon lease expiration.
Occupancy The following table sets forth the consolidated retail portfolio leased occupancy rate (excluding industrial and self-storage space), square footage and weighted average annual base rent per square foot of properties in our retail portfolio as of December 31 for the last five years: December 31, 2024 (1) 2023 (1) 2022 (1) 2021 (1) 2020 Total square feet 16,064,000 15,522,000 14,495,000 14,469,000 15,221,000 Occupancy rate 96.8 % 95.9 % 94.3 % 91.1 % 88.7 % Average annual base rent per sf $20.79 $19.93 $19.89 $19.70 $18.97 (1) Excludes Sunrise Mall for the years ended December 31, 2024, 2023, 2022, and 2021 and excludes Kingswood Center for the year ended December 31, 2023.
Occupancy The following table sets forth the consolidated retail portfolio leased occupancy rate (excluding industrial, self-storage space and Sunrise Mall), square footage and weighted average annual base rent per square foot of properties in our retail portfolio as of December 31 for the last five years: December 31, 2025 2024 (1) 2023 (1) 2022 2021 Total square feet 15,894,000 16,064,000 15,522,000 14,495,000 14,469,000 Occupancy rate 96.7 % 96.8 % 95.9 % 94.3 % 91.1 % Average annual base rent per sf $21.50 $20.79 $19.93 $19.89 $19.70 (1) Excludes Kingswood Center for the year ended December 31, 2023.
ITEM 2. PROPERTIES As of December 31, 2024, our portfolio was comprised of 71 shopping centers, two outlet centers and two malls totaling approximately 17.4 million sf. We own our two outlet centers, one mall and 55 shopping centers 100% in fee simple. We own a 95% interest in Walnut Creek (Mt.
ITEM 2. PROPERTIES As of December 31, 2025, our portfolio was comprised of 69 shopping centers, two outlet centers and two malls totaling approximately 17.2 million sf. We own our two outlet centers, one mall and 54 shopping centers 100% in fee simple. We own a 95% interest in Walnut Creek (Mt.
Maxx, LA Fitness Carlstadt Commons (leased through 2050) (3) 78,000 98.3% 21.69 Food Bazaar Garfield Commons 298,000 100.0% 16.38 Walmart, Burlington, Marshalls, PetSmart, Ulta Greenbrook Commons 170,000 98.3% 20.00 BJ's Wholesale Club, Aldi Hackensack Commons 275,000 100.0% 26.29 The Home Depot, 99 Ranch, Staples, Petco Hanover Commons 343,000 100.0% 23.30 The Home Depot, Dick's Sporting Goods, Saks Off Fifth, Marshalls Heritage Square (5) 87,000 100.0% 31.19 HomeSense, Sierra Trading Post, Ulta Hudson Commons 236,000 100.0% 14.33 Lowe's, P.C.
Maxx, LA Fitness 20 Carlstadt Commons (leased through 2050) (3) 78,000 98.3% 21.78 Food Bazaar Garfield Commons 298,000 100.0% 16.75 Walmart, Burlington, Marshalls, PetSmart, Ulta Greenbrook Commons 170,000 100.0% 20.20 BJ's Wholesale Club, Aldi Hackensack Commons 275,000 100.0% 26.53 The Home Depot, 99 Ranch, Staples, Petco Hanover Commons 343,000 100.0% 24.00 The Home Depot, Dick's Sporting Goods, Saks Off 5th, Marshalls Heritage Square 87,000 100.0% 31.74 HomeSense, Sierra Trading Post, Ulta Hudson Commons 236,000 96.1% 14.88 Lowe's, P.C.
Maxx, Marshalls, Home Sense, Sierra Trading, Public Lands, Golf Galaxy, Nordstrom Rack, Hobby Lobby, AMC, Kohl's, Best Buy 20 The Shops at Riverwood 79,000 100.0% 25.80 Price Rite, Planet Fitness, Goodwill Wonderland Marketplace 140,000 100.0% 14.22 Big Lots, Planet Fitness, Marshalls, Get Air Missouri: Manchester Plaza 131,000 100.0% 12.09 Pan-Asia Market, Academy Sports, Bob's Discount Furniture New Hampshire: Salem (leased through 2102) (3) 39,000 100.0% 10.61 Fun City New Jersey: Bergen Town Center - East (7) 253,000 92.1% 22.56 Lowe's, Best Buy, REI Bergen Town Center - West 1,018,000 95.5% 33.58 Target, Whole Foods Market, Burlington, Marshalls, Nordstrom Rack, Saks Off 5th, HomeGoods, H&M, Bloomingdale's Outlet, Nike Factory Store, Old Navy, Kohl's, World Market (lease not commenced) Briarcliff Commons 180,000 100.0% 25.03 Uncle Giuseppe's, Kohl's Brick Commons 277,000 100.0% 22.06 ShopRite, Kohl's, Marshalls, Old Navy Brunswick Commons 427,000 100.0% 16.17 Lowe's, Kohl's, Dick's Sporting Goods, P.C.
Maxx, Marshalls, HomeSense, Sierra Trading, Public Lands, Golf Galaxy, Nordstrom Rack, Hobby Lobby, AMC, Kohl's, Best Buy The Shops at Riverwood 79,000 100.0% 27.45 Price Rite, Planet Fitness, Goodwill Wonderland Marketplace 140,000 100.0% 14.44 Planet Fitness, Marshalls, Burlington, Get Air Missouri: Manchester Plaza 131,000 100.0% 12.18 Pan-Asia Market, Academy Sports, Bob's Discount Furniture New Hampshire: Salem (leased through 2102) (3) 39,000 100.0% 10.82 Fun City New Jersey: Bergen Town Center - East (5) 209,000 100.0% 20.40 Lowe's, Best Buy Bergen Town Center - West 1,011,000 97.3% 34.30 Target, Whole Foods Market, Burlington, Marshalls, Nordstrom Rack, Saks Off 5th, HomeGoods, H&M, Bloomingdale's Outlet, Nike Factory Store, Old Navy, Kohl's, World Market Briarcliff Commons 180,000 100.0% 25.13 Uncle Giuseppe's, Kohl's Brick Commons 281,000 100.0% 22.62 ShopRite, Kohl's, Marshalls, Old Navy Brunswick Commons 427,000 100.0% 16.17 Lowe's, Kohl's, Dick's Sporting Goods, P.C.
Maxx, Burlington (lease not commenced) Total Retail Portfolio 16,064,000 96.8% $20.79 Sunrise Mall (4)(5)(6) 1,228,000 25.6% 7.35 Macy's, Dick's Sporting Goods Total Urban Edge Properties 17,292,000 91.7% $20.52 (1) Percent leased is expressed as the percentage of gross leasable area subject to a lease, excluding temporary tenants. The Company also excludes 58,000 sf of self-storage from the report above.
Maxx, Burlington Total Retail Portfolio 15,894,000 96.7% $21.50 Sunrise Mall (4)(5)(6) 1,228,000 5.1% 20.27 Dick's Sporting Goods Total Urban Edge Properties 17,122,000 90.1% $21.50 (1) Percent leased is expressed as the percentage of gross leasable area subject to a lease, excluding temporary tenants. The Company also excludes 58,000 sf of self-storage from the report above.
Maxx Wheaton (leased through 2060) (3) 66,000 100.0% 18.35 Best Buy Woodmore Towne Centre 712,000 98.8% 18.44 Costco, Wegmans, At Home, Best Buy, LA Fitness, Nordstrom Rack Massachusetts: Cambridge (leased through 2033) (3) 48,000 100.0% 28.32 PetSmart, Central Rock Gym Gateway Center (5) 640,000 100.0% 9.72 Costco, Target, Home Depot, Total Wine Shoppers World (5) 752,000 99.8% 22.50 T.J.
Maxx, LA Fitness Wheaton (leased through 2060) (3) 66,000 100.0% 18.35 Best Buy Woodmore Towne Centre 712,000 98.5% 17.99 Costco, Wegmans, At Home, Best Buy, LA Fitness, Nordstrom Rack Massachusetts: Brighton Mills (5) 91,000 100.0% 26.50 Star Market, Petco Cambridge (leased through 2033) (3) 48,000 100.0% 28.58 PetSmart, Central Rock Gym Gateway Center 640,000 99.6% 9.66 Costco, Target, Home Depot, Total Wine, Boot Barn (lease not commenced) Shoppers World 754,000 100.0% 23.07 T.J.
The following table sets forth the occupancy rate, square footage and weighted average annual base rent per square foot of our industrial properties as of December 31 for the last five years: December 31, 2024 2023 2022 2021 2020 Total square feet — 127,000 1,345,000 1,345,000 1,070,000 Occupancy rate — % 100.0 % 100.0 % 100.0 % 100.0 % Average annual base rent per sf $— $13.35 $8.89 $6.04 $6.34 Major Tenants The following table sets forth information for our ten largest tenants by total revenues for the year ended December 31, 2024: Tenant Number of Stores Square Feet % of Total Square Feet 2024 Revenues (1) (in thousands) % of Total Revenues The TJX Companies (2) 28 873,159 5.0% $22,338 5.0% Walmart 6 872,522 5.0% 17,403 3.9% Kohl’s 9 855,561 4.9% 15,261 3.4% Best Buy 9 409,641 2.4% 15,069 3.4% Lowe’s Companies 6 976,415 5.6% 13,731 3.1% The Home Depot 5 538,742 3.1% 13,200 3.0% Burlington 9 468,606 2.7% 12,077 2.7% PetSmart 12 278,451 1.6% 11,390 2.6% ShopRite 5 361,053 2.1% 9,459 2.1% BJ's Wholesale Club 4 454,297 2.6% 9,422 2.1% (1) Based on contractual revenues as determined by the tenants’ operating lease agreements.
In June 2024, Kingswood Center was foreclosed on, and the lender took possession of the property. 22 The following table sets forth the occupancy rate, square footage and weighted average annual base rent per square foot of our industrial properties as of December 31 for the last five years: December 31, 2025 2024 2023 2022 2021 Total square feet — — 127,000 1,345,000 1,345,000 Occupancy rate — % — % 100.0 % 100.0 % 100.0 % Average annual base rent per sf $— $— $13.35 $8.89 $6.04 Major Tenants The following table sets forth information for our ten largest tenants by total revenues for the year ended December 31, 2025: Tenant Number of Stores Square Feet % of Total Square Feet 2025 Revenues (1) (in thousands) % of Total Revenues The TJX Companies (2) 28 873,159 5.1% $26,524 5.6% Walmart 5 780,788 4.6% 17,531 3.7% Lowe’s Companies 6 976,415 5.7% 14,564 3.1% Burlington 11 532,514 3.1% 14,122 3.0% Kohl’s 9 855,561 5.0% 14,024 3.0% The Home Depot 5 538,742 3.1% 13,891 2.9% Best Buy 9 412,305 2.4% 12,718 2.7% ShopRite 5 361,053 2.1% 9,892 2.1% BJ’s Wholesale Club 4 454,297 2.7% 9,519 2.0% PetSmart 11 237,034 1.4% 8,969 1.9% (1) Based on contractual revenues as determined by the tenants’ operating lease agreements.
Diablo) (4) 7,000 100.0% $69.90 Sweetgreen Walnut Creek (Olympic) 31,000 100.0% 80.50 Anthropologie Connecticut: Newington Commons 189,000 90.0% 9.50 Walmart, Staples Maryland: Goucher Commons 155,000 92.5% 26.61 Sprouts, HomeGoods, Five Below, Ulta, Kirkland's, DSW, Golf Galaxy Rockville Town Center 98,000 100.0% 16.41 Regal Entertainment Group The Village at Waugh Chapel (5) 382,000 97.9% 24.09 Safeway, LA Fitness, Marshalls, Home Goods, T.J.
Diablo) (4) 7,000 100.0% $70.56 Sweetgreen Walnut Creek (Olympic) 31,000 100.0% 80.50 Anthropologie Connecticut: Newington Commons 189,000 90.0% 10.52 Walmart, Bob's Discount Furniture Maryland: Goucher Commons 155,000 100.0% 26.53 Sprouts, HomeGoods, Five Below, Ulta, Kirkland's, DSW, Golf Galaxy, La-Z-Boy Rockville Town Center 98,000 100.0% 13.37 Regal Entertainment Group The Village at Waugh Chapel (5) 382,000 95.7% 24.62 Safeway, Marshalls, HomeGoods, T.J.
Richard & Son Hudson Mall 381,000 73.5% 17.57 Marshalls, Big Lots, Retro Fitness, Staples, Old Navy Kearny Commons 123,000 100.0% 25.33 LA Fitness, Marshalls, Ulta Kennedy Commons 62,000 100.0% 15.67 Food Bazaar Lodi Commons 43,000 100.0% 20.94 Dollar Tree Ledgewood Commons (5) 447,000 99.3% 15.30 Walmart, Ashley Furniture, At Home, Barnes & Noble, Burlington, DSW, Marshalls, Old Navy, Ulta Manalapan Commons 200,000 93.7% 23.44 Best Buy, Raymour & Flanigan, PetSmart, Avalon Flooring, Atlantic Health (lease not commenced), Nordstrom Rack (lease not commenced) Marlton Commons 214,000 100.0% 17.50 ShopRite, Kohl's, PetSmart Millburn 104,000 89.5% 29.93 Trader Joe's, CVS, PetSmart Montclair 18,000 100.0% 32.00 Whole Foods Market Paramus (leased through 2033) (3) 63,000 100.0% 49.97 24 Hour Fitness Plaza at Cherry Hill 417,000 80.7% 13.86 Aldi, Total Wine, LA Fitness, Raymour & Flanigan, Guitar Center, Sam Ash Music Plaza at Woodbridge 293,000 96.7% 21.54 Best Buy, Raymour & Flanigan, Lincoln Tech, UFC Gym, national grocer (lease not commenced) Rockaway River Commons 189,000 96.8% 15.40 ShopRite, T.J.
Richard & Son, Boot Barn Hudson Mall 359,000 80.8% 21.18 Marshalls, Retro Fitness, Staples, Old Navy, Burlington (lease not commenced), national off-price retailer (lease not commenced) Kearny Commons 123,000 100.0% 25.53 LA Fitness, Marshalls, Ulta Ledgewood Commons 447,000 80.0% 17.30 Walmart, Ashley Furniture, Barnes & Noble, Burlington, DSW, Marshalls, Old Navy, Ulta Lodi Commons 43,000 96.3% 23.23 Dollar Tree Manalapan Commons 194,000 99.0% 23.77 Best Buy, Raymour & Flanigan, PetSmart, Avalon Flooring, Atlantic Health, Nordstrom Rack Marlton Commons 224,000 100.0% 19.32 ShopRite, Kohl's, PetSmart Millburn Gateway Center 104,000 92.2% 32.22 Trader Joe's, CVS, PetSmart Montclair 18,000 100.0% 35.20 Whole Foods Market Paramus (leased through 2033) (3) 63,000 100.0% 49.97 24 Hour Fitness Plaza at Cherry Hill 414,000 67.3% 16.28 Aldi, Total Wine, LA Fitness, Raymour & Flanigan, Guitar Center Plaza at Woodbridge 294,000 97.1% 21.92 Best Buy, Raymour & Flanigan, Lincoln Tech, UFC Gym, Trader Joe's, national off-price retailer (lease not commenced) Rockaway River Commons 189,000 100.0% 15.88 ShopRite, T.J.
See “Non-GAAP Financial Measures” included in Part II, Item 7 of this Annual Report on Form 10-K for more information. (6) A portion of the property is under a ground lease through 2069.
See “Non-GAAP Financial Measures” included in Part II, Item 7 of this Annual Report on Form 10-K for more information. (6) A portion of the property is under a ground lease through 2069. As of December 31, 2025, we had approximately 1,100 leases. Tenant leases under 10,000 square feet generally have lease terms of five years or less.
Maxx (5), HomeGoods (3), HomeSense (3), and Sierra Trading Post (1). 23 Lease Expirations The following table sets forth the anticipated expirations of tenant leases in our consolidated retail portfolio for each year from 2025 through 2035 and thereafter, assuming no exercise of renewal options or early termination rights: Percentage of Weighted Average Annual Number of Square Feet of Retail Properties Base Rent of Expiring Leases Year Expiring Leases Expiring Leases Square Feet Total Per Square Foot Month-To-Month 38 185,000 1.2% $ 3,200,500 $ 17.30 2025 76 549,000 3.4% 13,132,080 23.92 2026 125 1,055,000 6.6% 27,735,950 26.29 2027 141 1,374,000 8.6% 26,160,960 19.04 2028 108 1,220,000 7.6% 31,195,400 25.57 2029 160 2,840,000 17.7% 67,677,200 23.83 2030 91 2,372,000 14.8% 34,488,880 14.54 2031 57 1,403,000 8.7% 22,237,550 15.85 2032 59 492,000 3.1% 11,227,440 22.82 2033 61 859,000 5.3% 18,923,770 22.03 2034 67 1,022,000 6.4% 22,381,800 21.90 2035 48 831,000 5.2% 17,708,610 21.31 Thereafter 48 1,347,000 8.2% 27,168,990 20.17 Subtotal/Average 1,079 15,549,000 96.8% $ 323,263,710 $ 20.79 Vacant 113 515,000 3.2% N/A N/A Total (1) 1,192 16,064,000 100.0% $ 323,263,710 N/A (1) Total lease count excludes temporary tenant leases, cart and kiosk leases and Sunrise Mall.
Lease Expirations The following table sets forth the anticipated expirations of tenant leases in our consolidated retail portfolio for each year from 2026 through 2036 and thereafter, assuming no exercise of renewal options or early termination rights: Percentage of Weighted Average Annual Number of Square Feet of Retail Properties Base Rent of Expiring Leases Year Expiring Leases Expiring Leases Square Feet Total Per Square Foot Month-To-Month 27 71,000 0.4% $ 2,082,430 $ 29.33 2026 69 363,000 2.3% 11,296,560 31.12 2027 145 1,486,000 9.3% 27,297,820 18.37 2028 120 1,228,000 7.7% 32,271,840 26.28 2029 168 2,800,000 17.6% 68,348,000 24.41 2030 111 2,546,000 16.0% 41,270,660 16.21 2031 92 1,720,000 10.8% 33,110,000 19.25 2032 66 581,000 3.7% 13,200,320 22.72 2033 61 857,000 5.4% 19,025,400 22.2 2034 67 1,006,000 6.3% 23,510,220 23.37 2035 69 941,000 5.9% 22,367,570 23.77 2036 37 452,000 2.8% 9,360,920 20.71 Thereafter 46 1,311,000 8.5% 27,163,920 20.72 Subtotal/Average 1,078 15,362,000 96.7% $ 330,283,000 $ 21.50 Vacant 103 532,000 3.3% N/A N/A Total (1) 1,181 15,894,000 100.0% $ 330,283,000 N/A (1) Total lease count excludes temporary tenant leases, cart and kiosk leases and Sunrise Mall. 23
Removed
(7) A portion of the property is classified as held for sale as of December 31, 2024. 22 As of December 31, 2024, we had approximately 1,100 leases. Tenant leases under 10,000 square feet generally have lease terms of five years or less.
Added
(2) Includes Marshalls (16), T.J. Maxx (5), HomeGoods (3), HomeSense (3), and Sierra Trading Post (1).
Removed
In June 2024, Kingswood Center was foreclosed on, and the lender took possession of the property.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

1 edited+0 added−0 removed0 unchanged
Biggest changeItem 4. Mine Safety Disclosures 24 PART II Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 25 Item 6. [Reserved] 27 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 28 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 40 Item 8.
Biggest changeItem 4. Mine Safety Disclosures 24 PART II Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 25 Item 6. [Reserved] 27 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 28 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 39 Item 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

16 edited+0 added−1 removed14 unchanged
Biggest changeCumulative (1) Total Return % Total Return $ as of Stock/Index 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 UE 36.7 100.0 71.0 107.7 83.1 112.3 136.7 S&P 500 97.0 100.0 118.4 152.4 124.8 157.6 197.0 Russell 2000 42.9 100.0 120.0 137.7 109.6 128.1 142.9 Dow Jones Equity All REIT 17.7 100.0 95.2 134.4 100.8 112.2 117.7 Dow Jones US Real Estate Strip Centers 15.0 100.0 68.6 98.8 89.2 98.3 115.0 (1) Cumulative total return is for the five years commencing December 31, 2019 and ending December 31, 2024. 26 Urban Edge Properties and Urban Edge Properties LP Market Information and Distributions There is no established public market for our general and common limited partnership interests in the operating partnership (“OP Units”).
Biggest changeCumulative (1) Total Return % Total Return $ as of Stock/Index 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 UE 78.8 100.0 151.7 117.1 158.3 192.6 178.8 S&P 500 96.2 100.0 128.7 105.4 133.1 166.4 196.2 Russell 2000 34.4 100.0 114.8 91.4 106.8 119.1 134.4 Dow Jones Equity All REIT 26.6 100.0 141.2 105.9 117.9 123.6 126.5 Dow Jones US Real Estate Strip Centers 59.7 100.0 143.9 129.9 143.2 167.6 159.7 (1) Cumulative total return is for the five years commencing December 31, 2020 and ending December 31, 2025. 26 Urban Edge Properties and Urban Edge Properties LP Market Information and Distributions There is no established public market for our general and common limited partnership interests in the operating partnership (“OP Units”).
In March 2020, our Board of Trustees authorized a share repurchase program for up to $200 million of the Company’s common shares. During the years ended December 31, 2024 and 2023, no shares were repurchased.
In March 2020, our Board of Trustees authorized a share repurchase program for up to $200 million of the Company’s common shares. During the years ended December 31, 2025 and 2024, no shares were repurchased.
No assurances can be given regarding what portion, if any, of distributions in 2024 or subsequent years will constitute a return of capital for federal income tax purposes.
No assurances can be given regarding what portion, if any, of distributions in 2025 or subsequent years will constitute a return of capital for federal income tax purposes.
We did not repurchase any of our equity securities during the year ended December 31, 2024. Our employees will at times surrender common shares owned by them to satisfy statutory minimum federal, state and local tax obligations associated with the vesting of their restricted common shares. During the year ended December 31, 2024, 11,117 restricted common shares were surrendered.
We did not repurchase any of our equity securities during the year ended December 31, 2025. Our employees will at times surrender common shares owned by them to satisfy statutory minimum federal, state and local tax obligations associated with the vesting of their restricted common shares. During the year ended December 31, 2025, 11,766 restricted common shares were surrendered.
COMPARISON OF CUMULATIVE TOTAL RETURN (1) (1) $100 invested on December 31, 2019 in stock or index, including reinvestment of dividends.
COMPARISON OF CUMULATIVE TOTAL RETURN (1) (1) $100 invested on December 31, 2020 in stock or index, including reinvestment of dividends.
If we fail to qualify as a REIT for any taxable year, we will be subject to federal income taxes at regular corporate rates and may not be able to qualify as a REIT for the four subsequent taxable years. In addition, the Company’s TRS is subject to income tax at regular corporate rates.
If we fail to qualify as a REIT for any taxable year, we will be subject to federal income taxes at regular corporate rates and may not be able to qualify as a REIT for the four subsequent taxable years. In addition, the Company’s TRSs are subject to income tax at regular corporate rates.
As of February 6, 2025, there were approximately 958 holders of record of our common shares. The Company elected to be taxed as a REIT under sections 856-860 of the Code, commencing with the filing of its 2015 tax return for its tax year ended December 31, 2015.
As of February 6, 2026, there were approximately 1,005 holders of record of our common shares. The Company elected to be taxed as a REIT under sections 856-860 of the Code, commencing with the filing of its 2015 tax return for its tax year ended December 31, 2015.
Such units were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act. Purchases of Equity Securities by the Issuer and Affiliated Purchasers During the year ended December 31, 2024, 6,792 restricted common shares were forfeited by former employees in connection with their departure from the Company.
Such units were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act. Purchases of Equity Securities by the Issuer and Affiliated Purchasers During the year ended December 31, 2025, 35,352 restricted common shares were forfeited by former employees in connection with their departure from the Company.
We have determined the dividends paid on our common shares during 2024 and 2023 qualify for the following tax treatment: Total Distribution per Share Ordinary Dividends Long Term Capital Gains Return of Capital 2024 $ 0.68 $ 0.62 $ 0.06 $ — 2023 0.64 0.56 0.08 — 25 Total Shareholder Return Performance The following performance graph compares the cumulative total shareholder return of our common shares with the Russell 2000 Index, the S&P 500 Index, Dow Jones Equity All REIT (previously SNL U.S.
We have determined the dividends paid on our common shares during 2025 and 2024 qualify for the following tax treatment: Total Distribution per Share Ordinary Dividends Long Term Capital Gains Return of Capital 2025 $ 0.76 $ 0.75 $ 0.01 $ — 2024 0.68 0.62 0.06 — 25 Total Shareholder Return Performance The following performance graph compares the cumulative total shareholder return of our common shares with the Russell 2000 Index, the S&P 500 Index, Dow Jones Equity All REIT (previously SNL U.S.
During the year ended December 31, 2024, in connection with issuances of common shares by the Company pursuant to the Urban Edge Properties 2015 Employee Share Purchase Plan, the Operating Partnership issued an aggregate of 21,551 common limited partnership units to the Company in exchange for approximately $0.3 million, the aggregate proceeds of such common share issuances to the Company.
During the year ended December 31, 2025, in connection with issuances of common shares by the Company pursuant to the Urban Edge Properties 2015 Employee Share Purchase Plan, the Operating Partnership issued an aggregate of 18,370 common limited partnership units to the Company in exchange for approximately $0.3 million, the aggregate proceeds of such common share issuances to the Company.
Our Board of Trustees declared a quarterly dividend of $0.17 and $0.16 per share/unit for each of the four quarters in 2024 and 2023, respectively. During the years ended December 31, 2024 and 2023, respectively, the Company declared distributions on common shares and OP units of $0.68 and $0.64 per share/unit in the aggregate.
Our Board of Trustees declared a quarterly dividend of $0.19 and $0.17 per share/unit for each of the four quarters in 2025 and 2024, respectively. During the years ended December 31, 2025 and 2024, respectively, the Company declared distributions on common shares and OP units of $0.76 and $0.68 per share/unit in the aggregate.
During the year ended December 31, 2024, 301,583 units were redeemed for common shares and no units were redeemed for cash. Recent Sales of Unregistered Shares During the year ended December 31, 2024, the Company issued an aggregate of 301,583 common shares in exchange for 301,583 common limited partnership units held by certain limited partners of the Operating Partnership.
During the year ended December 31, 2025, 442,382 units were redeemed for common shares and no units were redeemed for cash. Recent Sales of Unregistered Shares During the year ended December 31, 2025, the Company issued an aggregate of 442,382 common shares in exchange for 442,382 common limited partnership units held by certain limited partners of the Operating Partnership.
REIT Equity Index) and the Dow Jones US Real Estate Strip Centers (previously SNL U.S. REIT Retail Shopping Center Index) as provided by SNL Financial LC, for the five years commencing December 31, 2019 and ending December 31, 2024, assuming an investment of $100 and the reinvestment of all dividends into additional common shares during the holding period.
REIT Equity Index) and the Dow Jones US Real Estate Strip Centers (previously SNL U.S. REIT Retail Shopping Center Index) as provided by S&P Capital IQ, for the five years commencing December 31, 2020 and ending December 31, 2025, assuming an investment of $100 and the reinvestment of all dividends into additional common shares during the holding period.
The annual dividend amount may differ from dividends as calculated for federal income tax purposes. Distributions to the extent of our current and accumulated earnings and profits for federal income tax purposes generally will be taxable to a shareholder as ordinary dividend income.
The annual dividend amount may differ from dividends as calculated for federal income tax purposes. Distributions to the extent of our current and accumulated earnings and profits for federal income tax purposes generally will be taxable to a shareholder as ordinary dividend income. Current law provides a deduction of 20% of a non-corporate taxpayer’s ordinary REIT dividends.
As of December 31, 2024, the Company has repurchased 5.9 million common shares at a weighted average share price of $9.22, for a total of $54.1 million. All share repurchases by the Company were completed between March and April of 2020. There is approximately $145.9 million remaining for share repurchases under this program.
As of December 31, 2025, the Company has repurchased 5.9 million common shares at a weighted average share price of $9.22, for a total of $54.1 million. There is approximately $145.9 million remaining for share repurchases under this program.
As of February 6, 2025, there were 125,459,966 general partnership units outstanding and 6,959,895 common limited partnership units outstanding, held by approximately 958 and 57 holders of record, respectively.
As of February 6, 2026, there were 125,956,087 general partnership units outstanding and 7,257,997 common limited partnership units outstanding, held by approximately 1,005 and 58 holders of record, respectively.
Removed
However, current law provides a deduction of 20% of a non-corporate taxpayer’s ordinary REIT dividends with such deduction scheduled to expire for taxable years beginning after December 31, 2025.

Item 7. Management's Discussion & Analysis

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

79 edited+17 added−33 removed44 unchanged
Biggest changeWe expect to continue to add value to our portfolio through executing our leasing pipeline, active development, redevelopment and anchor repositioning projects, commencing leases signed but not yet opened and identifying additional accretive capital recycling opportunities. 2024 Highlights Set forth below are highlights of our leasing activities, completed and activated development, redevelopment and anchor repositioning projects, financings, refinancings, and property acquisitions and dispositions: 28 • Signed 79 new leases totaling 485,153 square feet, including 55 new leases on a same-space (1) basis totaling 334,972 square feet at an average rental rate of $31.34 per square foot on a GAAP basis and $27.95 per square foot on a cash basis, generating average rent spreads of 47.3% on a GAAP basis and 25.7% on a cash basis; • Renewed or extended 86 leases totaling 1,910,688 square feet, including 84 leases on a same-space (1) basis totaling 1,682,610 square feet, at an average rental rate of $19.92 per square foot on a GAAP basis and $19.60 per square foot on a cash basis, generating average rent spreads of 11.3% on a GAAP basis and 9.3% on a cash basis; • Acquired three properties in our core market of the Washington, D.C. to Boston corridor, totaling 917,000 square feet, for an aggregate purchase price of $245.3 million, inclusive of transaction costs, at an average capitalization rate of 7%; • Sold three single-tenant and non-core properties, totaling 454,000 square feet, for an aggregate gross price of $108.9 million at an average capitalization rate of 5%; • Completed five development, redevelopment and anchor repositioning projects, aggregating $29.7 million, expected to generate an approximate 16% unleveraged yield; • Activated eight development, redevelopment, and anchor repositioning projects aggregating $14.7 million, expected to generate an approximate 25% unleveraged yield; • Paid off three single-asset, non-recourse, variable rate mortgage loans aggregating $75.7 million in January 2024 that were due to mature in the fourth quarter of 2024 and had interest rates of 7.34% on the date of repayment; • Refinanced two single-asset, non-recourse mortgages with two new loans aggregating $100 million with a weighted average interest rate of 5.8%; • Financed three assets with individual non-recourse mortgages aggregating $111 million with a weighted average interest rate of 5.9%; • Assumed a $60 million fixed rate mortgage with a below-market interest rate of 3.76% in connection with the acquisition of The Village at Waugh Chapel, partially financing the purchase; and • Issued 7,097,124 common shares at a weighted average gross price of $18.71 per share under our $250 million at-the-market equity offering program (the “ATM program”), generating cash proceeds of $131.1 million, net of commissions paid to distribution agents.
Biggest changeWe expect to continue to add value to our portfolio through executing our leasing pipeline, active development, redevelopment and anchor repositioning projects, commencing leases signed but not yet opened and identifying additional accretive capital recycling opportunities. 2025 Highlights Set forth below are highlights of our leasing activities, completed and activated development, redevelopment and anchor repositioning projects, financings, refinancings, and property acquisitions and dispositions: 28 • Signed 58 new leases totaling 360,691 square feet, including 40 new leases on a same-space (1) basis totaling 205,748 square feet at an average rental rate of $35.88 per square foot on a GAAP basis and $32.59 per square foot on a cash basis, generating average rent spreads of 53.4% on a GAAP basis and 32.0% on a cash basis; • Renewed or extended 104 leases totaling 1,139,359 square feet, all of which were on a same-space (1) basis, at an average rental rate of $24.64 per square foot on a GAAP basis and $24.27 per square foot on a cash basis, generating average rent spreads of 12.5% on a GAAP basis and 10.8% on a cash basis; • Acquired one property located in Allston, MA, totaling 91,000 square feet, for a purchase price of $39.2 million, inclusive of transaction costs, at a capitalization rate of 5.4%; • Sold two non-core properties and one property parcel, totaling 208,000 square feet, for an aggregate gross price of $66.2 million at an average capitalization rate of 4.9%; • Completed fourteen development, redevelopment and anchor repositioning projects, aggregating $55.3 million, expected to generate an approximate 19% unleveraged yield; • Activated eleven development, redevelopment, and anchor repositioning projects, aggregating $61.3 million, expected to generate an approximate 14% unleveraged yield; • Paid off two single-asset, non-recourse, mortgage loans aggregating $73.5 million with a weighted average interest rate of 4.86%; • Financed one asset with an individual non-recourse mortgage of $123.6 million with a swapped fixed interest rate of 5.1%; and • Completed the modification of an $80.2 million single-asset, non-recourse mortgage loan, resulting in a reduced interest rate from 6.6% to 6.15% and new maturity date of January 2031 with a three-year extension option.
(2) See Note 8 to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for further information. Additional contractual obligations that have been excluded from this table are as follows: • Obligations related to construction and development contracts, since amounts are not fixed or determinable.
(2) See Note 8 to the consolidated audited financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for further information. Additional contractual obligations that have been excluded from this table are as follows: • Obligations related to construction and development contracts, since amounts are not fixed or determinable.
These estimates are prepared using management’s best judgment, after considering past and current events and economic conditions. In addition, certain information relied upon by management in preparing such estimates includes internally generated financial and operating information, external market information, when available, and when necessary, information obtained from 29 consultations with third-party experts. Actual results could differ from these estimates.
These estimates are prepared using management’s best judgment, after considering past and current events and economic conditions. In addition, certain information relied upon by management in preparing such estimates includes internally generated financial and operating information, external market information, when available, and when necessary, information obtained from consultations with third-party experts. Actual results could differ from these estimates.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with the consolidated financial statements and notes thereto included in Part II, Item 8 of this Annual Report on Form 10-K.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with the consolidated audited financial statements and notes thereto included in Part II, Item 8 of this Annual Report on Form 10-K.
The current levels of inflation could also result in reduced discretionary spending by consumers, putting pricing pressure on rents and limiting the amounts we are able to charge new tenants or tenants up for renewals.
The current levels of inflation could result in reduced discretionary spending by consumers, putting pricing pressure on rents and limiting the amounts we are able to charge new tenants or tenants up for renewals.
Estimates are subjective and may change if additional damage is later assessed or if future cash flows are revised. During the year ended December 31, 2024, we have had no changes to the methods or assumptions used in our assessment of fair value of our real estate assets and have not incurred any material impairments.
Estimates are subjective and may change if additional damage is later assessed or if future cash flows are revised. During the year ended December 31, 2025, we have had no changes to the methods or assumptions used in our assessment of fair value of our real estate assets and have not incurred any material impairments.
Comparison of the Year Ended December 31, 2023 to December 31, 2022 Discussions of 2023 items and comparisons between the years ended December 31, 2023 and 2022 that are not included in this Report can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Comparison of the Year Ended December 31, 2024 to December 31, 2023 Discussions of 2024 items and comparisons between the years ended December 31, 2024 and 2023 that are not included in this Report can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
A discussion of 2022 items and year-to-year comparisons between 2023 and 2022 are not included in this Annual Report on Form 10-K but can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
A discussion of 2023 items and year-to-year comparisons between 2024 and 2023 are not included in this Annual Report on Form 10-K but can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
LTIP and OP units are excluded for purposes of calculating earnings per diluted share when their effect is anti-dilutive. 36 Liquidity and Capital Resources Due to the nature of our business, the cash generated from operations is primarily paid to our shareholders and unitholders of the Operating Partnership in the form of distributions.
LTIP and OP units are excluded for purposes of calculating earnings per diluted share when their effect is anti-dilutive. 35 Liquidity and Capital Resources Due to the nature of our business, the cash generated from operations is primarily paid to our shareholders and unitholders of the Operating Partnership in the form of distributions.
Further information on these allocations can be found in Part II, Item 8, Note 4 of this Annual Report on Form 10-K. We have had no changes to our methods of fair value assessment and allocations during the year ended December 31, 2024.
Further information on these allocations can be found in Part II, Item 8, Note 4 of this Annual Report on Form 10-K. We have had no changes to our methods of fair value assessment and allocations during the year ended December 31, 2025.
While there is judgment surrounding changes in designations, a property is removed from the same-property pool 34 when a property is considered to be a redevelopment property because it is undergoing significant renovation or retenanting pursuant to a formal plan and is expected to have a significant impact on property operating income based on the retenanting that is occurring.
While there is judgment surrounding changes in designations, a property is removed from the same-property pool when a property is considered to be a redevelopment property because it is undergoing significant renovation or retenanting pursuant to a formal plan and is expected to have a significant impact on property 33 operating income based on the retenanting that is occurring.
In August 2022, in connection with the launch of the ATM Program, the Company entered into an equity distribution agreement with various financial institutions acting as agents, forward sellers, and forward purchasers (the “Equity Distribution Agreement”).
In August 2025, in connection with the launch of the ATM Program, the Company entered into an equity distribution agreement with various financial institutions acting as agents, forward sellers, and forward purchasers (the “Equity Distribution Agreement”).
Interest on variable rate debt is computed using rates in effect as of December 31, 2024. See Note 6 to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for further information.
Interest on variable rate debt is computed using rates in effect as of December 31, 2025. See Note 6 to the consolidated audited financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for further information.
We believe that cash flows from our current operations, cash on hand, our line of credit, the potential to refinance our loans and our general ability to access the capital markets will be sufficient to finance our operations and fund our obligations in both the short-term and long-term. 39
We believe that cash flows from our current operations, cash on hand, our unsecured line of credit, term loans, the potential to refinance our loans and our general ability to access the capital markets will be sufficient to finance our operations and fund our obligations in both the short-term and long-term. 38
We calculate same-property NOI using net income as defined by GAAP reflecting only those income and expense items that are reflected in NOI (as described above) and excluding properties that were under development, redevelopment or that involve anchor repositioning where a substantial portion of the gross leasable area is taken out of service, and also excluding properties acquired, sold, or that are in the foreclosure process during the periods being compared.
We calculate same-property NOI using net income as defined by GAAP reflecting only those income and expense items that are reflected in NOI (as described above) and excluding properties that were under development, redevelopment or that involve anchor repositioning where a substantial portion of the gross leasable area is taken out of service, and also excluding properties acquired, sold, or that are in the foreclosure process during the periods being compared and results of our captive insurance program.
This section of this Annual Report on Form 10-K generally discusses 2024 and 2023 items and provides a year-to-year comparison between 2024 and 2023.
This section of this Annual Report on Form 10-K generally discusses 2025 and 2024 items and provides a year-to-year comparison between 2025 and 2024.
The increase is primarily attributable to: • $4.5 million increase as a result of property acquisitions net of dispositions; offset by • $0.4 million increase in capitalized real estate taxes due to the commencement of development, redevelopment and anchor repositioning projects, offset by project completions; and • $0.3 million decrease as a result of successful tax appeals and lower assessments.
The decrease is primarily attributable to: • $1.1 million increase in capitalized real estate taxes due to the commencement of development, redevelopment and anchor repositioning projects, offset by project completions; • $0.7 million decrease as a result of successful tax appeals and lower assessments; and • $0.4 million decrease as a result of property dispositions net of acquisitions.
Acquisitions are moved into the same-property pool once we have owned the property for the entirety of the comparable periods and the property is not under significant development or redevelopment. Same-property NOI increased by $9.0 million, or 4.3%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023.
Acquisitions are moved into the same-property pool once we have owned the property for the entirety of the comparable periods and the property is not under significant development or redevelopment. Same-property NOI increased by $10.0 million, or 4.3%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024.
Throughout this section, we have provided certain information on a “same-property” basis which includes the results of operations that were owned and operated for the entirety of the reporting periods being compared, which total 65 properties for the years ended December 31, 2024 and 2023.
Throughout this section, we have provided certain information on a “same-property” basis which includes the results of operations that were owned and operated for the entirety of the reporting periods being compared, which total 63 properties for the years ended December 31, 2025 and 2024.
As such, same-property NOI assists in eliminating disparities in net income due to the development, redevelopment, acquisition, disposition or foreclosure of properties during the periods presented, and thus provides a more consistent performance measure for the comparison of the operating performance of the Company’s properties, which the Company believes to be useful to investors.
As such, same-property NOI assists in eliminating disparities in net income due to the development, redevelopment, acquisition, disposition or foreclosure of properties, and results of our captive insurance program during the periods presented, and thus provides a more consistent performance measure for the comparison of the operating performance of the Company’s properties, which the Company believes to be useful to investors.
The following table reflects the reconciliation of net income to FFO for the years ended December 31, 2024 and 2023.
The following table reflects the reconciliation of net income to FFO for the years ended December 31, 2025 and 2024.
Information provided on a same-property basis excludes properties that were under development, redevelopment or that involve anchor repositioning where a substantial portion of the gross leasable area is taken out of service and also excludes properties acquired, sold, or that are in the foreclosure process during the periods being compared.
Information provided on a same-property basis excludes properties that were under development, redevelopment or that involve anchor repositioning where a substantial portion of the gross leasable area is taken out of service and also excludes properties acquired, sold, or that are in the foreclosure process, and results of our captive insurance program during the periods being compared.
The letters of credit issued under the Revolving Credit Agreement have reduced the amount available under the facility commensurate with their face values but remain undrawn and no separate liability has been recorded in association with them.
The letters of credit issued under the unsecured line of credit have reduced the amount available under the facility commensurate with their face values but remain undrawn and no separate liability has been recorded in association with them.
The Company’s only investment is the Operating Partnership. The VIE’s assets can be used for purposes other than the settlement of the VIE’s obligations and the Company’s partnership interest is considered a majority voting interest. As of December 31, 2024, our portfolio was comprised of 17.4 million square feet including 71 shopping centers, two outlet centers and two malls.
The Company’s only investment is the Operating Partnership. The VIE’s assets can be used for purposes other than the settlement of the VIE’s obligations and the Company’s partnership interest is considered a majority voting interest. As of December 31, 2025, our portfolio was comprised of 17.2 million square feet including 69 shopping centers, two outlet centers and two malls.
Our status as a REIT requires that we generally distribute at least 90% of our REIT’s ordinary taxable income each year. Our Board of Trustees declared a quarterly dividend of $0.17 per common share and OP unit for each of the four quarters in 2024, or an annual rate of $0.68.
Our status as a REIT requires that we generally distribute at least 90% of our REIT’s ordinary taxable income each year. Our Board of Trustees declared a quarterly dividend of $0.19 per common share and OP unit for each of the four quarters in 2025, or an annual rate of $0.76.
(1) Same-space leases represent those leases signed on spaces for which there was a previous lease. 2025 Outlook We intend to create value and grow earnings, funds from operations, and cash flows by: • Adding essential tenants to our properties and positioning our retail assets with a mix of high-quality, credit tenants including grocers, discounters, premium healthcare operators and elevated food offerings; • Managing our balance sheet to allow for flexibility and execution on financing, refinancing, or prepayment opportunities when identified; • Managing and monitoring property operating and general and administrative expenses and identifying opportunities for savings; • Leasing vacant spaces, proactively extending leases, managing the exercise of tenant options and, when possible, replacing underperforming tenants with operators that can pay higher rents and positively impact our properties; • Expediting the delivery of space to tenants and the collection of rents from executed leases that have not yet rent commenced; • Generating additional income from our existing assets by redeveloping underutilized existing space, repositioning anchors, and monetizing unused land by developing new spaces and pad sites and researching additional income producing uses; and • Recycling capital by divesting non-retail and smaller assets in non-core markets and single-tenant assets with low growth, and acquiring assets that meet our investment criteria in our target markets.
(1) Same-space leases represent those leases signed on spaces for which there was a previous lease. 2026 Outlook We intend to create value and grow earnings, funds from operations, and cash flows by: • Adding essential tenants to our properties and positioning our retail assets with a mix of high-quality, credit tenants including grocers, discounters, big-box retailers, premium healthcare operators and elevated food offerings; • Managing our balance sheet to allow for flexibility and execution on financing, refinancing, or prepayment opportunities when appropriate; • Managing and monitoring property operating and general and administrative expenses and identifying opportunities for cost savings and efficiencies; • Leasing vacant spaces, proactively extending leases, managing the exercise of tenant options and, when possible, replacing underperforming tenants with operators that can pay higher rents and positively impact our properties through increased foot traffic and customer retention; • Expediting the delivery of space to tenants and the collection of rents from executed leases that have not yet rent commenced; • Generating additional income from our existing assets by redeveloping underutilized existing space, repositioning anchors, and monetizing unused land by developing new spaces and pad sites and researching additional income producing uses; and • Recycling capital by divesting smaller assets in non-core markets and low growth assets that may provide desirable proceeds, and acquiring assets that meet our investment criteria in our target markets.
In the case that these assumptions change materially, they could have a material impact on our results and financial statements. During 2024, we acquired three properties and utilized the above factors, including the use of a third party, to allocate the purchase price of these properties among various assets and liabilities.
In the case that these assumptions change materially, they could have a material impact on our results and financial statements. During 2025, we acquired one property and utilized the above factors, including the use of a third party, to allocate the purchase price of the property among various assets and liabilities.
The Operating Partnership’s capital includes general and common limited partnership interests in the operating partnership (“OP Units”). As of December 31, 2024, Urban Edge owned approximately 95.2% of the outstanding common OP Units with the remaining limited OP Units held by members of management, Urban Edge’s Board of Trustees and contributors of property interests acquired.
The Operating Partnership’s capital includes general and common limited partnership interests in the operating partnership (“OP Units”). As of December 31, 2025, Urban Edge owned approximately 94.9% of the outstanding common OP Units with the remaining limited OP Units held by members of management, Urban Edge’s Board of Trustees and contributors of property interests acquired.
As of December 31, 2024, we were counterparty to one interest rate swap agreement and one interest rate cap agreement, both of which qualify for, and are designated as, hedging instruments. We are actively managing our business to respond to the economic and social impacts from events and circumstances such as those described above.
As of December 31, 2025, we were counterparty to two interest rate swap agreements, both of which qualify for, and are designated as, hedging instruments. We are actively managing our business to respond to the economic and social impacts from events and circumstances such as those described above.
Such contracts will generally be due over the next two years; • Obligations related to maintenance contracts, since these contracts typically can be canceled upon 30 to 60 days’ notice without penalty; • Obligations related to employment contracts with certain executive officers, since all agreements are subject to cancellation by either the Company or the executive without cause upon notice; and • Recorded debt premiums or discounts that are not obligations.
Such contracts will generally be due over the next two years; • Obligations related to maintenance contracts, since these contracts typically can be canceled upon 30 to 60 days’ notice without penalty; • Obligations related to employment contracts with certain executive officers, since all agreements are subject to cancellation by either the Company or the executive without cause upon notice; • Obligations related to letters of credit issued under our unsecured line of credit; and • Recorded debt premiums or discounts.
Investing Activities Net cash used in investing activities is impacted by the timing and extent of our real estate development, capital improvements, and acquisition and disposition activities during the period. Net cash used in investing activities for the year ended December 31, 2024 increased by $117.0 million compared to December 31, 2023.
Investing Activities Net cash used in investing activities is impacted by the timing and extent of our real estate development, capital improvements, and acquisition and disposition activities during the period. Net cash used in investing activities for the year ended December 31, 2025 decreased by $159.1 million as compared to December 31, 2024.
Same-property NOI, including properties in redevelopment, increased by $11.6 million, or 5.1%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023. The following table reconciles net income to NOI, same-property NOI and same-property NOI including properties in redevelopment for the years ended December 31, 2024 and 2023.
Same-property NOI, including properties in redevelopment, increased by $12.8 million, or 5.0%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024. The following table reconciles net income to NOI, same-property NOI and same-property NOI including properties in redevelopment for the years ended December 31, 2025 and 2024.
As of the date of this filing, we have approximately $23.7 million of debt maturing within the next 12 months related to a mortgage loan encumbering one of our properties and are actively exploring our options to refinance or pay at maturity.
As of the date of this filing, we have approximately $113.5 million of debt maturing within the next 12 months related to mortgage loans encumbering three of our properties and are actively exploring our options to refinance or pay at maturity.
Property operating expenses include real estate taxes, repairs and maintenance, management expenses, insurance and utilities; general and administrative expenses, which include payroll, professional fees, information technology, office expenses and other administrative expenses; and interest and debt expense primarily consists of interest on our mortgage debt and our line of credit under the Revolving Credit Agreement (our “line of credit”).
Property operating expenses include real estate taxes, repairs and maintenance, management expenses, insurance and utilities; general and administrative expenses include payroll, professional fees, information technology, office expenses and other administrative expenses; and interest and debt expense primarily consists of interest on our mortgage debt, our unsecured line of credit and borrowings under our term loans.
The following summarizes capital expenditures presented on a cash basis for the years ended December 31, 2024 and 2023: Year Ended December 31, (Amounts in thousands) 2024 2023 Capital expenditures: Development and redevelopment costs $ 78,230 $ 83,397 Capital improvements 26,650 27,487 Tenant improvements and allowances 5,222 4,840 Total capital expenditures $ 110,102 $ 115,724 Financing Activities Net cash provided by or used in financing activities is impacted by the timing and extent of issuances of debt and equity securities, distributions paid to common shareholders and unitholders of the Operating Partnership as well as principal and other payments associated with our outstanding indebtedness.
The following summarizes capital expenditures presented on a cash basis for the years ended December 31, 2025 and 2024: Year Ended December 31, (Amounts in thousands) 2025 2024 Capital expenditures: Development and redevelopment costs $ 59,677 $ 78,230 Capital improvements 29,790 26,650 Tenant improvements and allowances 11,454 5,222 Total capital expenditures $ 100,921 $ 110,102 Financing Activities Net cash used in financing activities is impacted by the timing and extent of issuances of debt and equity securities, distributions paid to common shareholders and unitholders of the Operating Partnership as well as principal and other payments associated with our outstanding indebtedness.
Our cash flow activities are summarized as follows: Year Ended December 31, (Amounts in thousands) 2024 2023 Net cash provided by operating activities $ 153,177 $ 163,015 Net cash used in investing activities (234,697) (117,702) Net cash (used in) provided by financing activities (2,088) 161 37 Operating Activities Net cash provided by operating activities primarily consists of cash inflows from rental revenue and cash outflows for property operating expenses, general and administrative expenses and interest and debt expense.
Our cash flow activities are summarized as follows: Year Ended December 31, (Amounts in thousands) 2025 2024 Net cash provided by operating activities $ 182,719 $ 153,177 Net cash used in investing activities (75,605) (234,697) Net cash used in financing activities (118,889) (2,088) Operating Activities Net cash provided by operating activities primarily consists of cash inflows from rental revenue and cash outflows for property operating expenses, general and administrative expenses and interest and debt expense.
Pursuant to the Equity Distribution Agreement, the Company may from time to time offer and sell, through the agents and forward sellers, the Company’s common shares, par value $0.01 per share, having an aggregate offering price of up to $250 million.
Pursuant to the Equity Distribution Agreement, the Company may from time to time offer and sell, through the agents and forward sellers, the Company’s common shares, par value $0.01 per share, having an aggregate offering price of up to $250 million. The ATM Program replaced the Company’s previous at-the-market program established on August 15, 2022.
The Company has obtained seven letters of credit issued under the Revolving Credit Agreement, aggregating $32.1 million, and provided them to mortgage lenders and other entities to secure its obligations in relation to certain reserves and capital requirements.
The Company obtained seven letters of credit issued under the unsecured line of credit, aggregating $30.2 million, and provided them to mortgage lenders and other entities to secure its obligations in relation to certain reserves and capital requirements.
The increase is primarily attributable to: • $4.1 million increase due to the balance on our line of credit, used to finance several acquisitions in 2023 and 2024; • $3.3 million increase due to new financings and refinancings since the fourth quarter of 2023, net of loan repayments; • $1.1 million increase in amortization of deferred financing costs; and • $0.6 million decrease in capitalized interest expense due to the completion of development, redevelopment, and anchor repositioning projects, offset by project commencements; offset by • $2.5 million decrease in interest expense due to the mortgage debt forgiven in connection with the foreclosure of Kingswood Center.
The decrease is primarily attributable to: • $4.9 million decrease due to a lower average balance and lower interest rate on our line of credit; 32 • $2.9 million decrease in interest expense due to the mortgage debt forgiven in connection with the foreclosure of Kingswood Center; and • $1.8 million increase in capitalized interest expense due to the commencement of development, redevelopment, and anchor repositioning projects, offset by project completions; offset by • $4.9 million increase due to new financings and refinancings since the fourth quarter of 2024, net of loan repayments; and • $1.3 million increase in amortization of deferred financing costs.
(2) Refer to page 35 for a reconciliation to the nearest GAAP measure. 32 Comparison of the Year Ended December 31, 2024 to December 31, 2023 Net income for the year ended December 31, 2024 was $75.4 million, compared to net income of $259.9 million for the year ended December 31, 2023.
(2) Refer to page 34 for a reconciliation to the nearest GAAP measure. 31 Comparison of the Year Ended December 31, 2025 to December 31, 2024 Net income for the year ended December 31, 2025 was $97.5 million, compared to net income of $75.4 million for the year ended December 31, 2024.
General and administrative expenses increased by $0.4 million to $37.5 million in the year ended December 31, 2024 from $37.1 million in the year ended December 31, 2023. The increase is primarily attributable to higher employment expenses.
General and administrative expenses increased by $2.5 million to $40.0 million in the year ended December 31, 2025 from $37.5 million in the year ended December 31, 2024. The increase is primarily attributable to higher employment expenses and other corporate level expenses.
The following provides an overview of our key non-GAAP measures based on our consolidated results of operations (refer to NOI, same-property NOI and Funds From Operations applicable to diluted common shareholders (“FFO”) described later in this section): Year Ended December 31, (Amounts in thousands) 2024 2023 Net income $ 75,442 $ 259,876 FFO applicable to diluted common shareholders (1) 186,732 184,438 NOI (2) 273,268 250,129 Same-property NOI (2) 216,836 207,841 (1) Refer to page 36 for a reconciliation to the nearest generally accepted accounting principles (“GAAP”) measure.
The following provides an overview of our key non-GAAP measures based on our consolidated results of operations (refer to NOI, same-property NOI and Funds From Operations applicable to diluted common shareholders (“FFO”) described later in this section): Year Ended December 31, (Amounts in thousands) 2025 2024 Net income $ 97,510 $ 75,442 FFO applicable to diluted common shareholders (1) 186,379 186,732 NOI (2) 289,637 273,268 Same-property NOI (2) 241,597 231,610 (1) Refer to page 35 for a reconciliation to the nearest generally accepted accounting principles (“GAAP”) measure.
The increase is attributed to: • $252.5 million decrease in proceeds from the sale of real estate; offset by • $130.4 million decrease in cash used for acquisitions of real estate; and • $5.1 million decrease in cash used for real estate development and capital improvements.
The decrease is attributed to: • $145.3 million decrease in cash used for acquisitions of real estate; • $9.7 million decrease in cash used for real estate development and capital improvements; and • $4.1 million increase in proceeds from the sale of real estate.
The Company has 26 active development, redevelopment or anchor repositioning projects with total estimated costs of $162.6 million, of which $73.1 million has been incurred and $89.5 million remains to be funded as of December 31, 2024.
The Company has 23 active development, redevelopment or anchor repositioning projects with total estimated costs of $165.5 million, of which $79.9 million has been incurred and $85.6 million remains to be funded as of December 31, 2025.
For the year ended December 31, (Amounts in thousands) 2024 2023 Net income $ 75,442 $ 259,876 Less: net (income) loss attributable to noncontrolling interests in: Operating partnership (3,978) (11,899) Consolidated subsidiaries 1,099 520 Net income attributable to common shareholders 72,563 248,497 Adjustments: Rental property depreciation and amortization 149,009 107,695 Gain on sale of real estate (38,818) (217,708) Real estate impairment loss — 34,055 Limited partnership interests in operating partnership (1) 3,978 11,899 FFO applicable to diluted common shareholders $ 186,732 $ 184,438 (1) Represents earnings allocated to Long-Term Incentive Plan (“LTIP”) and OP unitholders for unissued common shares.
For the year ended December 31, (Amounts in thousands) 2025 2024 Net income $ 97,510 $ 75,442 Less: net (income) loss attributable to noncontrolling interests in: Operating partnership (4,992) (3,978) Consolidated subsidiaries 1,017 1,099 Net income attributable to common shareholders 93,535 72,563 Adjustments: Rental property depreciation and amortization 137,547 149,009 Gain on sale of real estate (49,695) (38,818) Limited partnership interests in operating partnership (1) 4,992 3,978 FFO applicable to diluted common shareholders $ 186,379 $ 186,732 (1) Represents earnings allocated to Long-Term Incentive Plan (“LTIP”) and OP unitholders for unissued common shares.
Most of our leases require tenants to pay their share of operating expenses, including common area maintenance, real estate taxes and insurance, thereby reducing our exposure to increases in costs and operating expenses resulting from inflation, although some larger tenants have capped the amount of these operating expenses they are responsible for under their lease.
While most of our leases require tenants to pay their share of operating expenses, including common area maintenance, real estate taxes and insurance, thereby reducing our exposure to increases in costs and operating expenses, there is no guarantee we will be able to recoup all such amounts, and some larger tenants have capped the amount of these operating expenses they are responsible for under their lease.
Interest rates still remain at elevated levels compared to the years preceding 2021, and could remain at this level in the near-term and long-term. We occasionally utilize interest rate derivative agreements to hedge the effect of rising interest rates on our variable rate debt.
While interest rates and inflation have decreased compared to the prior year, both remain at elevated levels compared to the Federal Reserve’s target of 2%, and could remain at this level in the near-term and long-term. We occasionally utilize interest rate derivative agreements to hedge the effect of rising interest rates on our variable rate debt.
Property operating expenses increased by $10.2 million to $78.8 million in the year ended December 31, 2024 from $68.6 million in the year ended December 31, 2023.
Property operating expenses increased by $7.7 million to $86.4 million in the year ended December 31, 2025 from $78.8 million in the year ended December 31, 2024.
The increase is primarily attributable to: • $7.3 million higher expenses incurred for increased insurance premiums, snow removal, and higher common area maintenance expenses across the portfolio as compared to 2023; and • $2.9 million increase as a result of property acquisitions net of dispositions.
The increase is primarily attributable to: • $6.6 million higher expenses incurred for common area maintenance and utilities across the portfolio as compared to 2024; and • $1.1 million increase as a result of property acquisitions net of dispositions.
Notwithstanding the foregoing, the Company continued to see strong demand from grocers, discounters, quick-service restaurants and other tenants wanting to operate in our core market of the Washington, D.C. to Boston corridor.
Notwithstanding the foregoing, the Company continued to see strong demand from a variety of tenants wanting to operate in our core markets within the Washington, D.C. to Boston corridor.
Our only variable rate debt exposure is related to our line of credit which has an outstanding balance of $50 million as of December 31, 2024 and is indexed to SOFR, plus an applicable margin per the Revolving Credit Agreement.
As of December 31, 2025, all of our outstanding mortgage debt is fixed rate or hedged with interest rate derivative agreements, and our only variable rate debt exposure is related to our unsecured line of credit which has no outstanding balance as of December 31, 2025 and is indexed to SOFR, plus an applicable margin per the agreement.
The increase is primarily attributable to: • $20.6 million increase as a result of property acquisitions net of dispositions; • $17.5 million increase in property rentals and tenant reimbursements due to rent commencements and contractual rent increases, partially offset by tenant vacates; and • $1.2 million decrease in rental revenue deemed uncollectible; offset by • $9.9 million decrease in other income primarily driven by a litigation settlement payment received in the fourth quarter of 2023; and • $1.4 million decrease in non-cash revenues driven by accelerated amortization of below-market intangible liabilities in the fourth quarter of 2023 related to a tenant termination.
The increase is primarily attributable to: • $21.9 million increase in property rentals and tenant reimbursements due to rent commencements and contractual rent increases, partially offset by tenant vacates; and • $8.9 million increase as a result of property acquisitions net of dispositions; offset by • $1.7 million increase in rental revenue deemed uncollectible; • $1.1 million decrease in non-cash revenues driven by accelerated amortization of below-market lease intangibles in connection with tenant vacates during 2024; • $0.8 million decrease in lease termination and other income; and • $0.2 million decrease in percentage rent primarily due to timing of recognition as compared to 2024.
Depreciation and amortization increased by $41.4 million to $150.4 million in the year ended December 31, 2024 from $109.0 million in the year ended December 31, 2023.
Depreciation and amortization decreased by $11.2 million to $139.2 million in the year ended December 31, 2025 from $150.4 million in the year ended December 31, 2024.
At December 31, 2024, we had cash and cash equivalents, including restricted cash, of $90.6 million and $717.9 million available under our Revolving Credit Agreement. These amounts are readily available to fund the debt obligations discussed above which are coming due within the next year.
These amounts are readily available to fund the debt obligations discussed above which are coming due within the next year. 36 Summary of Cash Flows Cash and cash equivalents, including restricted cash, was $78.9 million at December 31, 2025, compared to $90.6 million as of December 31, 2024, a decrease of $11.8 million.
Real estate tax expense increased by $3.8 million to $68.7 million in the year ended December 31, 2024 from $64.9 million in the year ended December 31, 2023.
Real estate tax expense decreased by $2.2 million to $66.4 million in the year ended December 31, 2025 from $68.7 million in the year ended December 31, 2024.
Our significant accounting policies are more fully described in Note 3 to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
Management considers an accounting estimate to be critical if changes in the estimate could have a material impact on our consolidated results of operations or financial condition. 29 Our significant accounting policies are more fully described in Note 3 to the consolidated audited financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
The discontinuation of LIBOR did not have an impact on our ability to borrow or maintain already outstanding borrowings. Further information on our mortgage loans can be found in Note 6 to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
Further information on our mortgage loans and unsecured line of credit can be found in Note 6 to the consolidated audited financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
For the year ended December 31, (Amounts in thousands) 2024 2023 Net income $ 75,442 $ 259,876 Other expense (income) 897 (9,097) Depreciation and amortization 150,389 108,979 General and administrative expense 37,474 37,070 Real estate impairment loss — 34,055 Gain on sale of real estate (38,818) (217,708) Interest income (2,667) (3,037) Interest and debt expense 81,587 74,945 Gain on extinguishment of debt (21,423) (41,144) Income tax expense 2,386 17,800 Non-cash revenue and expenses (11,999) (11,610) NOI 273,268 250,129 Adjustments: Sunrise Mall net operating loss 1,733 2,427 Tenant bankruptcy settlement income and lease termination income (1,762) (1,428) Non-same property NOI and other (1) (56,403) (43,287) Same-property NOI $ 216,836 $ 207,841 NOI related to properties being redeveloped 22,668 20,017 Same-property NOI including properties in redevelopment $ 239,504 $ 227,858 (1) Non-same property NOI includes NOI related to properties being redeveloped and properties acquired, disposed, or that are in the foreclosure process during the periods being compared. 35 Funds From Operations FFO applicable to diluted common shareholders for the year ended December 31, 2024 was $186.7 million compared to $184.4 million for the year ended December 31, 2023.
For the year ended December 31, (Amounts in thousands) 2025 2024 Net income $ 97,510 $ 75,442 Other expense 1,211 897 Depreciation and amortization 139,166 150,389 General and administrative expense 39,975 37,474 Gain on sale of real estate (49,695) (38,818) Interest income (2,768) (2,667) Interest and debt expense 78,232 81,587 Loss (gain) on extinguishment of debt 534 (21,423) Income tax expense 2,601 2,386 Non-cash revenue and expenses (17,129) (11,999) NOI 289,637 273,268 Adjustments: Sunrise Mall net operating loss 1,099 1,733 Tenant bankruptcy settlement income and lease termination income (185) (1,762) Non-same property NOI and other (1) (48,954) (41,629) Same-property NOI $ 241,597 $ 231,610 NOI related to properties being redeveloped 25,472 22,668 Same-property NOI including properties in redevelopment $ 267,069 $ 254,278 (1) Non-same property NOI includes NOI related to properties being redeveloped and properties acquired, disposed, or that are in the foreclosure process in the periods being compared, and results of the Company’s captive insurance program. 34 Funds From Operations FFO applicable to diluted common shareholders for the year ended December 31, 2025 was $186.4 million compared to $186.7 million for the year ended December 31, 2024.
We have an $800 million line of credit under the Revolving Credit Agreement which has a maturity date of February 9, 2027 and includes two six-month extension options.
At December 31, 2025, we had an $800 million unsecured line of credit which had a maturity date of February 9, 2027 and included two six-month extension options.
Net cash provided by operating activities for the year ended December 31, 2024 decreased by $9.8 million as compared to December 31, 2023.
Net cash used in financing activities of $118.9 million for the year ended December 31, 2025 increased by $116.8 million as compared to December 31, 2024.
The following table summarizes certain line items from our consolidated statements of income and comprehensive income that we believe are important in understanding our operations and/or those items which changed significantly in the year ended December 31, 2024 as compared to the same period in 2023: For the Year Ended December 31, (Amounts in thousands) 2024 2023 $ Change Total revenue $ 444,966 $ 416,922 $ 28,044 Depreciation and amortization 150,389 108,979 41,410 Real estate taxes 68,651 64,889 3,762 Property operating expenses 78,776 68,563 10,213 General and administrative 37,474 37,070 404 Real estate impairment loss — 34,055 (34,055) Gain on sale of real estate 38,818 217,708 (178,890) Interest income 2,667 3,037 (370) Interest and debt expense 81,587 74,945 6,642 Gain on extinguishment of debt 21,423 41,144 (19,721) Income tax expense 2,386 17,800 (15,414) Total revenue increased by $28.0 million to $445.0 million in the year ended December 31, 2024 from $416.9 million in the year ended December 31, 2023.
The following table summarizes certain line items from our consolidated statements of income and comprehensive income that we believe are important in understanding our operations and/or those items which changed significantly in the year ended December 31, 2025 as compared to the same period in 2024: For the Year Ended December 31, (Amounts in thousands) 2025 2024 $ Change Total revenue $ 471,935 $ 444,966 $ 26,969 Depreciation and amortization 139,166 150,389 (11,223) Real estate taxes 66,428 68,651 (2,223) Property operating expenses 86,435 78,776 7,659 General and administrative 39,975 37,474 2,501 Gain on sale of real estate 49,695 38,818 10,877 Interest and debt expense 78,232 81,587 (3,355) (Loss) gain on extinguishment of debt (534) 21,423 (21,957) Income tax expense 2,601 2,386 215 Total revenue increased by $27.0 million to $471.9 million in the year ended December 31, 2025 from $445.0 million in the year ended December 31, 2024.
Our results of operations are affected by national, regional and local economic conditions, as well as macroeconomic conditions, which are at times subject to volatility and uncertainty. In recent years, inflation levels were elevated resulting in increased costs for certain goods and services.
Our results of operations are affected by national, regional and local economic conditions, as well as macroeconomic conditions, which are at times subject to volatility and uncertainty such as recent market volatility resulting from changes in tariff policies and the geopolitical climate.
During the year ended December 31, 2023, we recognized a $41.1 million gain on the extinguishment of debt attributable to the refinancing of the Shops at Caguas loan in August 2023, partially offset by a $0.5 million loss on extinguishment of debt recognized in the second quarter of 2023 related to the early payoff of the mortgage loan secured by Plaza at Cherry Hill.
We recognized a $1.0 million loss on the extinguishment of debt for the year ended December 31, 2025 related to the modification of the loan secured by the Shops at Caguas due to the substantial change in terms and the prepayment of the mortgage loan secured by the Plaza at Woodbridge, partially offset by a $0.5 million gain on the extinguishment of debt attributable to the return of escrow funds related to the Kingswood Center foreclosure.
A discussion of possible risks which may affect these estimates is included in Part I, Item 1A. “Risk Factors” of this Annual Report on Form 10-K. Management considers an accounting estimate to be critical if changes in the estimate could have a material impact on our consolidated results of operations or financial condition.
A discussion of possible risks which may affect these estimates is included in Part I, Item 1A. “Risk Factors” of this Annual Report on Form 10-K.
The decrease is primarily due to: • $136.2 million decrease in proceeds from mortgage loan and credit facility borrowings, net of repayments; and • $8.9 million increase in distributions to shareholders and unitholders of the Operating Partnership; offset by • $136.2 million increase in proceeds from the issuance of common shares; • $4.4 million decrease in deferred financing fees paid in connection with financings and refinancings; and • $2.2 million increase in cash contributed by noncontrolling interests.
The increase is attributed to: • $137.0 million decrease in proceeds from the issuance of common shares; • $13.6 million increase in distributions to shareholders and unitholders of the Operating Partnership; and • $3.5 million decrease in cash contributed by noncontrolling interests; offset by • $36.1 million increase in proceeds from mortgage loan and credit facility borrowings, net of repayments; and 37 • $1.2 million decrease in debt issuance costs driven by the financing and refinancing of multiple properties during 2024.
See Note 3 to the audited consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for information regarding recent accounting pronouncements that may affect us.
See Note 6 to the consolidated audited financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for more information on our unsecured line of credit and delayed draw term loans.
We operate in a business that has significant investments in real 30 estate and our estimates of valuation are subject to current market conditions and tenant operations, which drive future cash flows, and are beyond our control. As these factors can result in changes to our estimates and result in material impairment losses, this is deemed a critical accounting estimate.
Further information on impairments can be found in Part II, Item 8, Note 9 of this Annual Report on Form 10-K. We operate in a business that has significant investments in real estate and our estimates of valuation are subject to current market conditions and tenant operations, which drive future cash flows, and are beyond our control.
We recognized a gain on sale of real estate of $217.7 million in 2023 related to the sale of two properties and one property parcel. 33 Interest income decreased by $0.4 million to $2.7 million in the year ended December 31, 2024 from $3.0 million in the year ended December 31, 2023.
We recognized a gain on sale of real estate of $49.7 million in 2025 related to the sale of two properties and one property parcel. We recognized a gain on sale of real estate of $38.8 million in 2024 related to the sale of three properties.
The Company was also able to pay off, finance and refinance several mortgage loans during the year and continues to maintain a strong balance sheet that we believe provides us with financial flexibility. Our debt consists primarily of well-laddered, single asset, non-recourse mortgages with approximately 9% of debt maturing through 2026.
We continue to maintain a strong balance sheet enabling us to pay off, finance and refinance several mortgage loans during the year, and our mortgage debt now consists entirely of fixed-rate, single asset, non-recourse loans.
Income tax expense decreased by $15.4 million to $2.4 million in the year ended December 31, 2024 from $17.8 million in the year ended December 31, 2023. The decrease is primarily attributable to the income tax impact of the Shops at Caguas loan refinancing in August 2023.
Income tax expense increased by $0.2 million to $2.6 million in the year ended December 31, 2025 from $2.4 million in the year ended December 31, 2024. The increase is primarily attributable to the income tax impact of the Company’s captive insurance program.
The decrease is attributed to a $10 million litigation settlement payment received in the fourth quarter of 2023, offset by higher rental revenue from new tenant rent commencements and the timing of cash receipts and payments related to tenant collections and operating expenses.
Net cash provided by operating activities for the year ended December 31, 2025 increased by $29.5 million as compared to December 31, 2024. The increase is attributed to higher rental revenue from new tenant rent commencements and the timing of cash receipts and payments related to tenant collections and operating expenses.
The decrease is attributable to lower average cash balances and lower interest rates on our deposits. Interest and debt expense increased by $6.6 million to $81.6 million in the year ended December 31, 2024 from $74.9 million in the year ended December 31, 2023.
Interest and debt expense decreased by $3.4 million to $78.2 million in the year ended December 31, 2025 from $81.6 million in the year ended December 31, 2024.
The increase is primarily attributable to: • $26.4 million increase as a result of property acquisitions net of dispositions; and • $15.0 million increase due to assets placed in service for completion of redevelopment projects during the year.
The decrease is primarily attributable to: • $20.3 million decrease primarily related to accelerated depreciation in 2024 on buildings taken out of service for redevelopment; offset by • $9.1 million increase as a result of property acquisitions net of dispositions.
Below is a summary of our contractual obligations as of December 31, 2024: Commitments Due by Period (Amounts in thousands) Total Less than 1 year 1 to 3 years 3 to 5 years More than 5 years Contractual cash obligations Long-term debt obligations (1) $ 1,993,430 $ 112,055 $ 580,259 $ 503,614 $ 797,502 Operating lease obligations (2) 75,174 8,730 16,352 13,884 36,208 Finance lease obligations (2) 6,531 109 251 254 5,917 $ 2,075,135 $ 120,894 $ 596,862 $ 517,752 $ 839,627 (1) Includes interest and principal payments.
Below is a summary of our contractual obligations as of December 31, 2025: Commitments Due by Period (Amounts in thousands) Total Less than 1 year 1 to 3 years 3 to 5 years More than 5 years Contractual cash obligations Long-term debt obligations (1) $ 1,930,476 $ 208,643 $ 542,235 $ 814,104 $ 365,494 Operating lease obligations (2) 66,444 8,307 15,909 12,282 29,946 Finance lease obligations (2) 6,423 124 254 254 5,791 $ 2,003,343 $ 217,074 $ 558,398 $ 826,640 $ 401,231 (1) Includes interest and principal payments.
Additionally, see Note 7 to the audited consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for information regarding recent amendments to the Code. 31 Results of Operations We derive substantially all of our revenue from rents received from tenants under existing leases on each of our properties.
Results of Operations We derive substantially all of our revenue from rents received from tenants under existing leases on each of our properties.
See Note 14 , Equity and Noncontrolling Interest in Part II, Item 8 of this Annual Report on Form 10-K for more information regarding the ATM Program. Contractual Obligations We have contractual obligations related to our mortgage loans and unsecured line of credit that are both fixed and variable.
The loan was repaid using proceeds from the Company’s line of credit. Contractual Obligations We have contractual obligations related to our mortgage loans and unsecured line of credit that are both fixed and variable.
The loan bears interest at a fixed rate of 5.47%; 38 • On August 29, 2024, the Company obtained a 5-year $31 million mortgage loan secured by Greenbrook Commons, located in Watchung, NJ.
Prior to modification the loan was bearing interest at a fixed rate of 6.6% and maturing in August 2033. • On August 4, 2025, the Company obtained a 4-year, $123.6 million interest-only mortgage loan secured by its property, Shoppers World, located in Framingham, MA.
This was followed by additional rate cuts in November and December of 2024, lowering the target rate to a range of 4.25% to 4.50%. While interest rates and inflation have decreased compared to the prior year, both remain at elevated levels relative to the years preceding 2021 and could remain at these levels in the near-term and long-term.
The decision to lower the target range was driven in part by moderate economic growth, a weakened labor market and an increase in unemployment levels. The target rate now sits at a range of 3.50% to 3.75%. While inflation rates have decreased slightly compared to the prior year, they remain elevated in relation to the Federal Reserve’s target of 2%.
As of December 31, 2024, there was $50 million drawn under the Revolving Credit Agreement with an available remaining balance of $717.9 million under the facility, including undrawn letters of credit. See Note 6 to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for more information on our Revolving Credit Agreement.
As of December 31, 2025, there was no outstanding balance under the unsecured line of credit with an available remaining capacity of $769.8 million under the facility, including undrawn letters of credit.
Removed
Economic Considerations In recent years, microeconomic and macroeconomic conditions have caused volatility in the financial markets. Inflation began to increase rapidly during 2021 through 2022, resulting in increased costs for certain goods and services.

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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 changeAs of December 31, 2024, our variable rate debt outstanding had rates indexed to SOFR. 2024 2023 (Amounts in thousands) December 31, Balance Weighted Average Interest Rate Effect of 1% Change in Base Rates December 31, Balance Weighted Average Interest Rate Variable Rate $ 100,905 5.36% $ 500 (3) $ 280,969 6.53% Fixed Rate 1,532,915 5.02% — (2) 1,462,766 4.88% $ 1,633,820 (1) $ 500 $ 1,743,735 (1) (1) Excludes unamortized mortgage debt issuance costs of $14.1 million and $12.6 million as of December 31, 2024 and December 31, 2023, respectively.
Biggest changeAs of December 31, 2025, we had no variable rate debt outstanding. 2025 2024 (Amounts in thousands) December 31, Balance Weighted Average Interest Rate Effect of 1% Change in Base Rates December 31, Balance Weighted Average Interest Rate Variable Rate $ — N/A $ — $ 100,905 5.36% Fixed Rate 1,619,388 5.03% — (2) 1,532,915 5.02% $ 1,619,388 (1) $ — $ 1,633,820 (1) (1) Excludes unamortized mortgage debt issuance costs of $12.6 million and $14.1 million as of December 31, 2025 and 2024, respectively.
As of December 31, 2024, the Company was a counterparty to two interest rate derivative agreements which have been designated as cash flow hedges. These derivatives are assessed quarterly for hedge effectiveness and as of December 31, 2024, both meet the criteria of an effective hedge.
As of December 31, 2025, the Company was a counterparty to two interest rate derivative agreements which have been designated as cash flow hedges. These derivatives are assessed quarterly for hedge effectiveness and as of December 31, 2025, both meet the criteria of an effective hedge.
In making this determination and for purposes of the SEC’s market risk disclosure requirements, we have estimated the fair value of our financial instruments at December 31, 2024 based on pertinent information available to management as of that date.
In making this determination and for purposes of the SEC’s market risk disclosure requirements, we have estimated the fair value of our financial instruments at December 31, 2025 based on pertinent information available to management as of that date.
As of December 31, 2024, the estimated fair value of our consolidated debt was $1.5 billion. Other Market Risks As of December 31, 2024, we had no material exposure to any other market risks (including foreign currency exchange risk or commodity price risk).
As of December 31, 2025, the estimated fair value of our consolidated debt was $1.5 billion. Other Market Risks As of December 31, 2025, we had no material exposure to any other market risks (including foreign currency exchange risk or commodity price risk).
Although management is not aware of any factors that would significantly affect the estimated amounts as of December 31, 2024, future estimates of fair value and the amounts which may be paid or realized in the future may differ significantly from amounts presented. 40
Although management is not aware of any factors that would significantly affect the estimated amounts as of December 31, 2025, future estimates of fair value and the amounts which may be paid or realized in the future may differ significantly from amounts presented. 39
(2) If the weighted average interest rate of our fixed rate debt increased by 1% (i.e. due to refinancing at higher rates), annualized interest expense would increase by approximately $15.3 million based on outstanding balances as of December 31, 2024.
(2) If the weighted average interest rate of our fixed rate debt increased by 1% (i.e. due to refinancing at higher rates), annualized interest expense would increase by approximately $16.2 million based on outstanding balances as of December 31, 2025.
Debt issuance costs related to our Revolving Credit Agreement are included within prepaid expenses and other assets on the consolidated balance sheets.
Debt issuance costs related to our unsecured line of credit are included within prepaid expenses and other assets on the consolidated balance sheets. Includes the Shoppers World and Montclair mortgage loans that are hedged with interest rate swap agreements, fixing the interest rates at 5.12% and 3.15%, respectively.
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(3) Excludes the impact of a 1% increase on our $50.9 million variable rate mortgage on Plaza at Woodbridge as the loan is hedged with an interest rate cap to limit the maximum SOFR to 3.0%.
Removed
See Note 9 to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for further information on the Plaza at Woodbridge interest rate cap.

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