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What changed in Veris Residential, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Veris Residential, Inc.'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.

+198 added−160 removedSource: 10-K (2026-02-23) vs 10-K (2025-02-24)

Top changes in Veris Residential, Inc.'s 2025 10-K

198 paragraphs added · 160 removed · 137 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

29 edited+18 added−9 removed27 unchanged
Biggest changeAmong the factors about which we have made assumptions are: • risks and uncertainties affecting the general economic climate and conditions, which in turn may have a negative effect on the fundamentals of our business and the financial condition of our residents and tenants; • the value of our real estate assets, which may limit our ability to dispose of assets at attractive prices or obtain or maintain debt financing secured by our properties or on an unsecured basis; • changes in the supply of and demand for our properties, as well as demand for services or amenities at our properties; • our ability to attract, hire and retain qualified personnel; • forward-looking financial and operational information, including information relating to future development projects, potential acquisitions or dispositions, leasing activities, capitalization rates, and projected revenue and income; • changes in operating costs; • our ability to obtain adequate insurance, including coverage for losses resulting from catastrophes, natural disasters, pandemics and terrorist acts; • our credit worthiness and the availability of financing on attractive terms or at all, which may adversely impact our ability to pursue acquisition and development opportunities and refinance existing debt and our future interest expense; • our ability to lease or re-lease space at current or anticipated rents; • our ability to complete construction and development activities on time and within budget, including without limitation, obtaining regulatory permits and the availability and cost of materials, labor and equipment; • changes in governmental regulation, tax rates and similar matters, including rent stabilization laws or other housing laws and regulations; and • other risks associated with the development and acquisition of properties, including risks that the development may not be completed on schedule, that the residents or tenants will not take occupancy or pay rent, or that development or operating costs may be greater than anticipated.
Biggest changeAmong the factors about which we have made assumptions are: • the satisfaction or waiver of other conditions to closing in the Merger Agreement or the failure of the Mergers to close for any other reason; • the occurrence of any change, effect, event, circumstance, occurrence or state of facts that could give rise to the termination of the Merger Agreement; • the outcome of the legal proceedings that may be instituted against the Company and others related to the Mergers and the Merger Agreement; • unanticipated difficulties or expenditures relating to the Mergers, the response of competitors to the announcement and pendency of the Mergers, and potential difficulties in employee retention as a result of the announcement and pendency of the Mergers; • the Company’s exclusive remedy against the counterparties to the Merger Agreement with respect to any breach of the Merger Agreement being to seek payment of the parent termination fee, which may not be adequate to cover the Company’s damages; • the Company’s restricted ability to pay dividends beyond the quarterly dividend for the quarter ending March 31, 2026 pursuant to the Merger Agreement; • unexpected costs, liabilities or delays involving the proposed Mergers; • risks related to disruption of management’s attention from the Company’s ongoing business operations due to the proposed Mergers; • risks and uncertainties affecting the general economic climate and conditions, which in turn may have a negative effect on the fundamentals of our business and the financial condition of our residents and tenants; 9 Table of Contents • the value of our real estate assets, which may limit our ability to dispose of assets at attractive prices or obtain or maintain debt financing secured by our properties or on an unsecured basis; • changes in the supply of and demand for our properties, as well as demand for services or amenities at our properties; • our ability to attract, hire and retain qualified personnel; • forward-looking financial and operational information, including information relating to future development projects, potential acquisitions or dispositions, leasing activities, capitalization rates, and projected revenue; • changes in operating costs; • our ability to obtain adequate insurance, including coverage for losses resulting from catastrophes, natural disasters, pandemics and terrorist acts; • our credit worthiness and the availability of financing on attractive terms or at all, which may adversely impact our ability to pursue acquisition and development opportunities and refinance existing debt and our future interest expense; • our ability to lease or re-lease space at current or anticipated rents; • our ability to complete construction and development activities on time and within budget, including without limitation, obtaining regulatory permits and the availability and cost of materials, labor and equipment; • changes in governmental regulation, tax rates and similar matters, including rent stabilization laws or other housing laws and regulations; and • other risks associated with the development and acquisition of properties, including risks that the development may not be completed on schedule, that the residents or tenants will not take occupancy or pay rent, or that development or operating costs may be greater than anticipated.
Equally important is the Company’s focus on supporting the health and well-being of its employees, residents and tenants, which the Company has enhanced through the inclusion of on-site amenity offerings, including hydroponics gardens, fitness centers and on-demand fitness programs, as well as health and safety considerations across the portfolio and within its corporate offices.
Equally important is the Company’s focus on supporting the health and well-being of its employees, residents and tenants, which the Company has enhanced through the inclusion of on-site amenity offerings, including hydroponic gardens, fitness centers and on-demand fitness programs, as well as health and safety considerations across the portfolio and within its corporate offices.
THE COMPANY The Company seeks to own a portfolio comprised primarily of Class A multifamily properties with premium amenities and offerings, including facilities such as clubrooms and lounges, state-of-the-art fitness centers, dog parks and rooftop swimming pools, as well as sustainability-driven features like electric vehicle (EV) charging stations, bee hives, hydroponic gardens and green roofs.
THE COMPANY The Company seeks to own a portfolio comprised primarily of Class A multifamily properties with premium amenities and offerings, including facilities such as clubrooms and lounges, fitness centers, dog parks and rooftop swimming pools, as well as sustainability-driven features including electric vehicle (EV) charging stations, bee hives, hydroponic gardens and green roofs.
The Company also promotes the philanthropic efforts of its employees by providing 24 hours of paid time off toward volunteerism and matching employee charitable contributions dollar for dollar (up to $1,000 per employee per year).
The Company also promotes the philanthropic efforts of its employees by providing 24 hours of paid time off toward volunteering and matching employee charitable contributions dollar for dollar (up to $1,000 per employee per year).
Copies of these documents may be obtained, free of charge, from our website. Any shareholder also may obtain copies of these documents, free of charge, by sending a 8 Table of Contents request in writing to: Veris Residential, Inc. Investor Relations Department, Harborside 3, 210 Hudson St., Ste. 400, Jersey City, NJ 07311 or to investorrelations@verisresidential.com.
Copies of these documents may be obtained, free of charge, from our website. Any shareholder also may obtain copies of these documents, free of charge, by sending a request in writing to: Veris Residential, Inc. Investor Relations Department, Harborside 3, 210 Hudson St., Ste. 400, Jersey City, NJ 07311 or to investorrelations@verisresidential.com.
In connection with the ownership of real estate, we could potentially be liable for environmental liabilities or costs associated with our real estate, whether currently owned, acquired in the future, or owned in the past. The risks related to government regulation, including health, safety and environmental matters, are described in more detail in Item 1A.
In connection with the ownership of real estate, we could potentially be liable for environmental liabilities or costs associated with our real estate, whether currently owned, acquired in the future, or owned in the past. The risks related to government regulation, including health, safety and environmental matters, are described in more detail in Item 1A. Risk Factors – Operating Risks.
The Company publishes an annual report covering its ESG initiatives, which is aligned with the Global Reporting Initiative reporting framework and United Nations Sustainable Development Goals. The report includes the Company’s strategy, key performance indicators, annual like-for-like comparisons and year-over-year achievements.
The Company publishes an annual report covering these initiatives, which is aligned with the Global Reporting Initiative reporting framework and United Nations Sustainable Development Goals. The report includes the Company’s strategy, key performance indicators, annual like-for-like comparisons and year-over-year achievements.
The General Partner controls Veris Residential, L.P., a Delaware limited partnership, together with its subsidiaries (collectively, the “Operating Partnership”), as its sole general partner and owned a 91.5 percent and 91.4 percent common unit interest in the Operating Partnership as of December 31, 2024 and 2023, respectively.
The General Partner controls Veris Residential, L.P., a Delaware limited partnership, together with its subsidiaries (collectively, the “Operating Partnership”), as its sole general partner and owned a 91.6 percent and 91.5 percent common unit interest in the Operating Partnership as of December 31, 2025 and 2024, respectively.
As of December 31, 2024, the Company owned or had interests in 22 multifamily rental properties, as well as non-strategic assets comprised of three parking/retail properties, plus developable land (collectively, the "Properties").
As of December 31, 2025, the Company owned or had interests in 17 multifamily rental properties, as well as non-core assets comprised of three parking/retail properties, plus developable land (collectively, the "Properties").
As an owner and operator of multifamily properties, we also face competition for prospective residents from other operators whose properties may be perceived to offer a better location or better amenities or whose pricing may be perceived as a better value given the quality, location, terms and amenities that the prospective resident seeks.
As an owner and operator of multifamily properties, we also face competition for prospective residents from other operators, including newly developed buildings in our established markets, whose properties may be perceived to offer a better location, amenities, or unit finishes or whose pricing may be perceived as a better value given the quality, location, terms and amenities that the prospective resident seeks.
The Company’s efforts led to the achievement of WELL® Health-Safety rating across all of its managed locations. A significant part of the Company’s commitment to environmental, social and governance (“ESG”) is its commitment to transparent reporting of corporate responsibility performance indicators, as it recognizes the importance of this information to investors, lenders, and other stakeholders.
The Company’s efforts led to the achievement of WELL® Health-Safety rating across all of its managed locations. The Company is committed to transparent reporting of corporate responsibility performance indicators, as it recognizes the importance of this information to investors, lenders, and other stakeholders.
The Properties are comprised of: (a) 19 wholly-owned or Company-controlled properties, comprised of 16 multifamily properties and three non-core assets, and (b) six multifamily properties owned by unconsolidated joint ventures in which the Company has investment interests. The Properties are located in three states in the Northeast, plus the District of Columbia.
The Properties are comprised of: (a) 16 wholly-owned or Company-controlled properties comprised of 13 multifamily properties and three non-core assets, plus developable land and (b) four multifamily properties owned by unconsolidated joint ventures in which the Company has investment interests. The Properties are located in New Jersey, Massachusetts, and the District of Columbia.
Risk Factors – Operating Risks. 7 Table of Contents INDUSTRY SEGMENTS The Company operates in the multifamily real estate and services industry. As of December 31, 2024, the Company does not have any foreign revenues and its business is not seasonal.
INDUSTRY SEGMENTS The Company operates in the multifamily real estate and services industry. As of December 31, 2025, the Company does not have any foreign revenues and its business is not seasonal.
When coupled with our commitment to providing premium resident services, such as concierges and professionally-curated events, the Company seeks to offer a multifamily experience that will maximize resident satisfaction and optimize rental revenue. The Company’s multifamily properties have an average age of eight years, typically requiring lower maintenance capital expenditures than a more mature portfolio.
When coupled with our commitment to providing premium resident services, such as concierges and professionally-curated events, the Company seeks to offer a multifamily experience that will maximize resident satisfaction and optimize rental revenue. The Company's portfolio has an average age of nine years.
Such efforts have included establishing employee affinity groups and introducing company wide diversity training. The Company is a signatory of the CEO Action for Diversity & Inclusion Pledge and the UN Women Empowerment Principles. Currently, five of the nine members (or 56 percent) of the Company’s Board of Directors are female and/or racially diverse.
The Company is a signatory of the CEO Action for Diversity & Inclusion Pledge and the UN Women Empowerment Principles. Currently, five of the nine members (or 56 percent) of the Company’s Board of Directors are female and/or racially or ethnically diverse.
The Company expects to generate internal growth through organic optimization of its existing portfolio by recycling capital from non-strategic asset dispositions into debt repayments, value-add redevelopments, share buybacks, new developments, and acquisitions. These investments will convert low- to no-yielding assets into cash-flowing, high quality assets with strong growth prospects.
The Company expects to generate internal growth through organic optimization of its existing portfolio by recycling capital from non-strategic asset dispositions into debt repayments, value-add redevelopments, share buybacks, new developments, and acquisitions.
The Company is also committed to ensuring that these benefits are attainable and affordable to its employees by limiting health insurance premiums and providing life insurance and short-term and long-term disability insurance at no cost to the employee.
The Company’s competitive offerings help its employees stay healthy, balance their work and personal lives, and meet their financial and retirement goals. The Company is also committed to ensuring that these benefits are attainable and affordable to its employees by limiting health insurance premiums and providing life insurance and short-term and long-term disability insurance at no cost to the employee.
HUMAN CAPITAL RESOURCES As of December 31, 2024, the Company had approximately 188 employees, and 26 percent of its employees have been with the Company for at least 10 years. The Company embraces the diverse and all-inclusive communities it serves and has taken focused efforts to support employees.
HUMAN CAPITAL RESOURCES As of December 31, 2025, the Company had 181 employees, and 24 percent of its employees have been with the Company for at least 10 years. The Company embraces the diverse and all-inclusive communities it serves and has taken focused efforts to support employees. Such efforts have included establishing employee affinity groups and introducing company-wide diversity training.
The Company continued to further enhance its ESG and operational platform by earning a 5-Star rating from GRESB (the highest rating offered for distinguished ESG leadership and performance) for the third year in a row, and earning the Company the designation of Regional Sector Leader for Residential-listed companies in the Americas.
The Company continued to enhance its operational platform, earning a 5-Star rating from the Global Real Estate Sustainability Benchmark (GRESB) for the third consecutive year, the highest distinction awarded for ESG leadership and performance, and being designated a Regional Sector Leader for residential-listed companies in the Americas.
Please see our financial statements attached hereto and incorporated by reference herein for financial information relating to our industry segments. SIGNIFICANT RESIDENTS AND TENANTS As of December 31, 2024, no resident or tenant accounted for more than 10 percent of the Company’s consolidated revenues. RECENT DEVELOPMENTS During 2024, the Company completed its multi-year transformation to a pure play multifamily REIT.
Please see our financial statements attached hereto and incorporated by reference herein for financial information relating to our industry segments. 7 Table of Contents SIGNIFICANT RESIDENTS AND TENANTS As of December 31, 2025, no resident or tenant accounted for more than one percent of the Company’s consolidated revenues.
The Company has a robust and disciplined underwriting process, and experienced investments and capital markets teams.
The Company has a robust and disciplined underwriting process, and experienced investments and capital markets teams. When evaluating investments, the Company considers the impact on leverage, liquidity and overall balance sheet strength.
When considering acquisitions, the Company may seek opportunities that improve the geographic diversity, asset quality, and product offering of its portfolio. Environmental Risk Management & Energy Resilience The Company aims to conduct its business, development and operations of new and existing buildings in a manner that contributes to positive environmental, social and economic outcomes for all its stakeholders.
Environmental Risk Management & Energy Resilience The Company aims to conduct its business, development and operations of new and existing buildings in a manner that contributes to positive environmental, social and economic outcomes for all its stakeholders. The Company’s dedicated in-house team initiates and applies sustainable practices throughout its business, including property operations and the resident experience.
The Company has extensive experience acquiring residential assets nationally as well as in its core focus area of the Northeast, 5 Table of Contents and has the capabilities to generate additional value by acquiring assets through 1031 programs, issuing OP Units, and recycling capital through dispositions of non-strategic assets.
The Company has the capabilities to generate additional value by acquiring assets through 1031 programs, issuing OP Units, 5 Table of Contents and recycling capital through dispositions of non-strategic assets. When considering acquisitions, the Company may seek opportunities that improve the geographic diversity, asset quality, and product offering of its portfolio.
The Company believes that this factor provides it with a competitive advantage as it can retain more capital and generate a higher yield than an older portfolio. The Company has a fully integrated real estate platform with operational, investment, development, financial and management services provided in-house.
The Company has a fully integrated real estate platform with operational, investment, development, financial and management services provided in-house.
The Company believes that its focus on sustainability also enhances value for the Company in the short-term, through savings in utility expenses and higher interest from sustainability conscious residents.
As a result of these efforts, 75% of our managed multifamily communities are green certified (LEED®, ENERGY STAR® or equivalent). The Company believes that its focus on sustainability also enhances value for the Company in the short-term, through cost savings and greater interest from sustainability conscious residents.
The Company has also invested in energy-saving technology, such as those for irrigation, lighting and HVAC, to positively impact resident experience and asset value over the long-term. As a result of these efforts, 79% of our managed multifamily communities are green certified (LEED®, ENERGY STAR® or equivalent).
The Company’s multifamily portfolio has environmental conservation considerations – particularly focused on energy consumption, water consumption and greenhouse gas emissions – integrated into many existing properties. The Company has also invested in energy-saving technology, such as those for irrigation, lighting and HVAC, to positively impact resident experience and asset value over the long-term.
Compared to 2019, the Company met its target validated by the Science Based Target initiative to reduce its like-for-like Scope 1 and 2 greenhouse gas emissions by 54% in 2022, with further reduction by 12% in 2023.
In 2024, the Company achieved a 58% decrease in its comparable Scope 1 and 2 greenhouse gas emissions, thereby maintaining its goal reached in 2022 as confirmed by the Science Based Target initiative, when compared to its performance in 2019.
Workforce diversity as of December 31, 2024 (excluding three employees that did non self-identify): • 58 percent of the Company’s employees identified as male, 41 percent as female and below one percent as non-binary • 52 percent of the Company’s employees were persons of color or other minority groups, consistent with 52 percent a year earlier. 6 Table of Contents Employee Incentives The Company strives to provide career opportunities in an energized, inclusive, and collaborative environment tailored to retain, attract and reward highly performing employees.
Employee Incentives The Company strives to provide career opportunities in an energized, inclusive, and collaborative environment tailored to retain, attract and reward high performing employees. The Company provides a comprehensive benefits package intended 6 Table of Contents to meet and exceed the needs of its employees and their families.
The Company is focused on conducting business in a socially, ethically, and environmentally responsible manner, while seeking to maximize value for all stakeholders. Veris Residential, Inc. was incorporated on May 24, 1994.
The Company's technology-enabled, vertically integrated operating platform delivers a contemporary living experience aligned with residents' preferences while positively impacting the communities it serves to maximize value for all stakeholders. Veris Residential, Inc. was incorporated on May 24, 1994.
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The Company’s dedicated in-house team initiates and applies sustainable practices throughout its business, including property operations and resident experience. The Company’s multifamily portfolio has environmental considerations – particularly focused on energy consumption, water consumption and greenhouse gas emissions – integrated into many existing properties.
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A key component of the Company’s current capital allocation strategy is the reduction of leverage through the use of asset sale proceeds and excess cash flow to repay debt, converting low- to no-yielding assets into earnings growth through improved borrowing costs and credit terms.
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The Company provides a comprehensive benefits package intended to meet and exceed the needs of its employees and their families. The Company’s competitive offerings help its employees stay healthy, balance their work and personal lives, and meet their financial and retirement goals.
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Workforce diversity as of December 31, 2025 (excluding employees that did not self-identify): • 61 percent of the Company’s employees identified as male, 38 percent as female and one percent as non-binary; • 56 percent of the Company’s employees identify as racially or ethnically diverse.
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We also compete against condominiums and single-family homes that are for sale or rent, including those offered through online platforms. Although we often compete against large, sophisticated developers and operators for development opportunities and for prospective residents, real estate developers and operators of any size can provide effective competition for both real estate assets and potential residents.
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We also compete against condominiums and single-family homes that are for sale or rent.
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The Company also announced a three-prong strategy to value creation: Capital Allocation : Initiatives focused on generating cash flow and maximizing shareholder value, including selling assets with little or no cash flow (such as land parcels) and then redeploying proceeds realized from such activities into uses which result in greater cash flow such as debt repayment or capital improvements.
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The number of competitive, alternative opportunities in a market could have an impact on our ability to lease apartment units or increase rental revenue in the short and/or long term, depending on overall market factors including expected market-specific population and income growth, future expected interest rates and household formation trends.
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Balance Sheet Optimization: Initiatives focused on reducing total indebtedness over time to improve the Company's cost of capital. Platform Optimization: Initiatives focused on operational performance through platform and portfolio enhancements including technological improvements, centralized back-office functions and streamlining processes.
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RECENT DEVELOPMENTS In 2025, the Company continued to focus on its three-pronged strategy to value creation — capital allocation, deleveraging and platform optimization — with a particular focus on reducing leverage with proceeds generated from the continued sale of non-strategic assets which were less efficient to operate.
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The Company sold its last office asset and also continued selectively cull the land portfolio to right-size the Company’s equity allocated to its development pipeline and speculative land bank.
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During 2025, the Company completed the disposition of four non-strategic wholly owned multifamily operating assets and one multifamily asset owned in a joint venture for gross proceeds of $387.7 million. In addition, the Company completed the sale of eight land parcels for gross proceeds of $154.4 million.
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Notable activities include: • Closing on the sale of the Company's last office property, Harborside 5 for $85 million, releasing approximately $82 million of net proceeds. • Sold over $230 million of non-strategic assets since the beginning of 2024. • As of February 18, 2025, approximately $45 million of land parcels are under binding contract for sale.
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The Company utilized the majority of the proceeds from its disposition activities to reduce total outstanding debt by $490.2 million (including the assumption of one $41 million mortgage).
Removed
The Company utilized the proceeds from its disposition activities to repay, along with proceeds from the new senior secured term loan and revolving credit facility, $526 million of mortgages maturing throughout 2024. As of December 31, 2024, 99.9% of the Company's total debt portfolio (consolidated and unconsolidated) was hedged or fixed at a weighted average interest rate of 4.95%.
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As a result of this significant reduction in debt, the Company amended its revolving credit facility and term loan to reduce its borrowing spread and introduced a leverage grid to allow for continued improvement in its borrowing spread with further debt repayment.
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The debt portfolio has a weighted average maturity of 3.1 years.
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As of December 31, 2025, the Company had reduced the borrowing spread on its revolving credit facility and term loan by 75 basis points as compared to the prior year.
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The remaining disposition proceeds were utilized to acquire the remaining interest in the Sable (formerly called Urby) for $38.5 million, resulting in the consolidation of the asset along with its $181.0 million mortgage.
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In addition, the Company introduced its technology brand, Prism, in the second quarter of 2025, which represents an approach to technology adoption designed to support on-site teams and enhance the resident experience.
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On February 23, 2026, the General Partner and Operating Partnership entered into an Agreement and Plan of Merger (the “Merger Agreement”) with AC Residential Acquisition LP, a Delaware limited partnership (“Parent”), AC Residential REIT LLC, a Delaware limited liability company (“Merger Sub I”), AC Residential OP LP, a Delaware limited partnership (“Merger Sub II”, together with Merger Sub I, the “Merger Subs”).
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Pursuant to the terms and conditions of the Merger Agreement, upon the closing, the General Partner will be merged with and into Merger Sub I, with Merger Sub I continuing as the surviving corporation as a direct wholly-owned subsidiary of Parent (the “Merger”), and Merger Sub II will merge with and into the Operating Partnership, with the Operating Partnership continuing as the surviving partnership (the “Partnership Merger” and, together with the Merger, the “Mergers”).
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Parent and the Merger Subs are affiliates of investment funds managed by Affinius Capital LLC (“Affinius”), GIC Real Estate Inc. (“GIC”) and Vista Hill Partners, LLC (“Vista Hill”, together with Affinius and GIC, the “Equity Investors”).
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Pursuant to the terms and subject to the conditions of the Merger Agreement, at the date and time the Mergers become effective, (i) each issued and outstanding share of Common Stock (other than shares owned by (a) Parent or Merger Sub I or any of their respective Subsidiaries and (b) any direct or indirect wholly owned Subsidiary of the Company, if any (each such Share referred to in clauses (a) and (b), an “Excluded Share” and, collectively, the “Excluded Shares”)), will automatically be converted into the right to receive $19.00 per Share in cash, without interest thereon (the “Merger Consideration”), (ii) each outstanding Common Unit (other than Common Units owned by (x) Parent, Merger Sub II or any of their respective subsidiaries and (y) the surviving entity in the Merger) will be converted into the right to receive the Merger Consideration and (iii) each outstanding Series A-1 preferred limited partnership unit of the Operating Partnership (each, a “Preferred Unit”) (other than Preferred Units owned by (x) Parent, Merger Sub II or any of their respective Subsidiaries and (y) the surviving entity in the Merger) will be converted into the right to receive the Preferred Unit Merger Consideration as set forth in the Merger Agreement.
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During the period between the signing of the Merger Agreement and the consummation of the Mergers, the Company has agreed that it will not make any dividends other than the regular quarterly cash dividends from the fiscal quarter ending March 31, 2026 on the Common Stock and Common Units not to exceed $0.08 per share or unit, as applicable.
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The Merger Agreement contains customary representations, warranties and covenants by each party. The Merger is subject to certain conditions which are set forth in the Merger Agreement, including the approval of the General Partner’s stockholders. The General Partner’s Board of Directors has approved the Merger Agreement.
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The Merger is expected to close during the second quarter of 2026. 8 Table of Contents The foregoing description of the Merger Agreement and the Mergers does not purport to be complete, and is subject to and is qualified in its entirety by the terms and conditions of the Merger Agreement and any related agreements as further described in the Company’s Current Report on Form 8-K as filed with the SEC on February 23, 2026.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

43 edited+27 added−2 removed129 unchanged
Biggest changeBecause few judicial or administrative interpretations of such provisions exist and qualification determinations are fact sensitive, the General Partner cannot assure you that it will qualify as a real estate investment trust for any taxable year. 18 Table of Contents If the General Partner fails to qualify as a real estate investment trust in any taxable year, it will be subject to the following: • it will not be allowed a deduction for dividends paid to shareholders; • it will be subject to federal income tax at regular corporate rates, including any alternative minimum tax, if applicable; and • unless it is entitled to relief under certain statutory provisions, it will not be permitted to qualify as a real estate investment trust for the four taxable years following the year during which was disqualified.
Biggest changeIf the General Partner fails to qualify as a real estate investment trust in any taxable year, it will be subject to the following: • it will not be allowed a deduction for dividends paid to shareholders; • it will be subject to federal income tax at regular corporate rates, including any alternative minimum tax, if applicable; and • unless it is entitled to relief under certain statutory provisions, it will not be permitted to qualify as a real estate investment trust for the four taxable years following the year during which it became disqualified.
Failure to maintain ownership limits could cause the General Partner to lose its qualification as a real estate investment trust : In order for the General Partner to maintain its qualification as a real estate investment trust under the IRS Code, not more than 50 percent in value of its outstanding stock may be actually and/or constructively owned by five or fewer individuals (as defined in the IRS Code to include certain entities).
Failure to maintain ownership limits could cause the General Partner to lose its qualification as a real estate investment trust : In order for the General Partner to maintain its qualification as a real estate investment trust under the Code, not more than 50 percent in value of its outstanding stock may be actually and/or constructively owned by five or fewer individuals (as defined in the Code to include certain entities).
Ownership Limit : In order to preserve the General Partner's status as a real estate investment trust under the IRS Code, its charter generally prohibits any single stockholder, or any group of affiliated stockholders, from beneficially owning more than 9.8 percent of its outstanding capital stock unless its Board of Directors waives or modifies this ownership limit.
Ownership Limit : In order to preserve the General Partner's status as a real estate investment trust under the Code, its charter generally prohibits any single stockholder, or any group of affiliated stockholders, from beneficially owning more than 9.8 percent of its outstanding capital stock unless its Board of Directors waives or modifies this ownership limit.
Although the General Partner believes it will continue to operate in such manner, it cannot guarantee that it will do so. Qualification as a real estate investment trust involves the satisfaction of various requirements (some on an annual and some on a quarterly basis) established under highly technical and complex tax provisions of the IRS Code.
Although the General Partner believes it will continue to operate in such manner, it cannot guarantee that it will do so. Qualification as a real estate investment trust involves the satisfaction of various requirements (some on an annual and some on a quarterly basis) established under highly technical and complex tax provisions of the Code.
Its Board of Directors could waive this restriction if it was satisfied, based upon the advice of tax counsel or otherwise, that such action would be in the best interests of the General Partner and its stockholders and would not affect its qualification as a real estate investment trust under the IRS Code.
Its Board of Directors could waive this restriction if it was satisfied, based upon the advice of tax counsel or otherwise, that such action would be in the best interests of the General Partner and its stockholders and would not affect its qualification as a real estate investment trust under the Code.
The prohibition in the Internal Revenue Code of 1986, as amended (the “IRS Code”), and related regulations on a real estate investment trust holding property for sale also may restrict our ability to sell property. The above limitations on our ability to sell our investments could adversely affect our ability to make distributions or payments to our investors.
The prohibition in the Internal Revenue Code of 1986, as amended (the "Code”), and related regulations on a real estate investment trust holding property for sale also may restrict our ability to sell property. The above limitations on our ability to sell our investments could adversely affect our ability to make distributions or payments to our investors.
We are dependent on external sources of capital for future growth : To qualify as a real estate investment trust under the IRS Code, the General Partner must distribute to its shareholders each year at least 90 percent of its net taxable income, excluding any net capital gain.
We are dependent on external sources of capital for future growth : To qualify as a real estate investment trust under the Code, the General Partner must distribute to its shareholders each year at least 90 percent of its net taxable income, excluding any net capital gain.
Our results of operations, financial condition and ability to service current debt and to pay distributions to our shareholders may be adversely affected by the following, among other potential conditions: • our ability to borrow on terms and conditions that we find acceptable, or at all, may be limited, which could reduce our ability to pursue acquisition and development opportunities and refinance existing debt, reduce our returns from both our existing operations and our acquisition and development activities and increase our future interest expense; • reduced values of our properties may limit our ability to dispose of assets at attractive prices or to obtain debt financing secured by our properties and may reduce the availability of unsecured loans; • the value and liquidity of our short-term investments and cash deposits could be reduced as a result of a deterioration of the financial condition of the institutions that hold our cash deposits or the institutions or assets in which we have made short-term investments, the dislocation of the markets for our short-term investments, increased volatility in market rates for such investments or other factors; • reduced liquidity in debt markets and increased credit risk premiums for certain market participants may impair our ability to access capital; and • one or more lenders under our line of credit could refuse or be unable to fund their financing commitment to us and we may not be able to replace the financing commitment of any such lenders on favorable terms, or at all.
Our results of operations, financial condition and ability to service current debt and to pay distributions to our shareholders may be adversely affected by the following, among other potential conditions: 15 Table of Contents • our ability to borrow on terms and conditions that we find acceptable, or at all, may be limited, which could reduce our ability to pursue acquisition and development opportunities and refinance existing debt, reduce our returns from both our existing operations and our acquisition and development activities and increase our future interest expense; • reduced values of our properties may limit our ability to dispose of assets at attractive prices or to obtain debt financing secured by our properties and may reduce the availability of unsecured loans; • the value and liquidity of our short-term investments and cash deposits could be reduced as a result of a deterioration of the financial condition of the institutions that hold our cash deposits or the institutions or assets in which we have made short-term investments, the dislocation of the markets for our short-term investments, increased volatility in market rates for such investments or other factors; • reduced liquidity in debt markets and increased credit risk premiums for certain market participants may impair our ability to access capital; and • one or more lenders under our line of credit could refuse or be unable to fund their financing commitment to us and we may not be able to replace the financing commitment of any such lenders on favorable terms, or at all.
Inflation and its related impacts, including increased prices for services and goods and higher interest rates and wages, and any policy interventions by the U.S. government, could negatively impact our resident’s ability to pay rents or our results of operations.
Inflation and its related impacts, including increased prices for services and goods and higher interest rates and wages, tariffs, and any policy interventions by the U.S. government, could negatively impact our resident’s ability to pay rents or our results of operations.
If we are unable to refinance our indebtedness on acceptable terms, or at all, events or conditions that may adversely affect our ability to make distributions or payments to our investors include the following: • we may need to dispose of one or more of our properties upon disadvantageous terms or adjust our capital expenditures in general or with respect to our strategy of acquiring multifamily residential properties and development opportunities in particular; • prevailing interest rates or other factors at the time of refinancing could increase interest rates and, therefore, our interest expense; • we may be subject to an event of default pursuant to covenants for our indebtedness; 14 Table of Contents • if we mortgage property to secure payment of indebtedness and are unable to meet mortgage payments, the mortgagee could foreclose upon such property or appoint a receiver to receive an assignment of our rents and leases; and • foreclosures upon mortgaged property could create taxable income without accompanying cash proceeds and, therefore, hinder our ability to meet the real estate investment trust distribution requirements of the IRS Code.
If we are unable to refinance our indebtedness on acceptable terms, or at all, events or conditions that may adversely affect our ability to make distributions or payments to our investors include the following: • we may need to dispose of one or more of our properties upon disadvantageous terms or adjust our capital expenditures in general or with respect to our strategy of acquiring multifamily residential properties and development opportunities in particular; • prevailing interest rates or other factors at the time of refinancing could increase interest rates and, therefore, our interest expense; • we may be subject to an event of default pursuant to covenants for our indebtedness; • if we mortgage property to secure payment of indebtedness and are unable to meet mortgage payments, the mortgagee could foreclose upon such property or appoint a receiver to receive an assignment of our rents and leases; and • foreclosures upon mortgaged property could create taxable income without accompanying cash proceeds and, therefore, hinder our ability to meet the real estate investment trust distribution requirements of the Code.
Our acquisition activities and their success are subject to the following risks: 11 Table of Contents • adequate financing or capital to complete acquisitions may not be available on favorable terms or at all as a result of the continuing volatility in the financial and credit markets; • even if we enter into an acquisition agreement for a property, we may be unable to complete that acquisition and risk the loss of certain non-refundable deposits and incurring certain other acquisition-related costs; and • any acquisition agreement will likely contain conditions to closing, including completion of due diligence investigations to our satisfaction or other conditions that are not within our control, which may not be satisfied.
Our acquisition activities and their success are subject to the following risks: • adequate financing or capital to complete acquisitions may not be available on favorable terms or at all as a result of the continuing volatility in the financial and credit markets; • even if we enter into an acquisition agreement for a property, we may be unable to complete that acquisition and risk the loss of certain non-refundable deposits and incurring certain other acquisition-related costs; and • any acquisition agreement will likely contain conditions to closing, including completion of due diligence investigations to our satisfaction or other conditions that are not within our control, which may not be satisfied.
Although the General Partner currently intends to continue to operate in a manner which will enable it to continue to qualify as a real estate investment trust under the IRS Code, it is possible that future economic, market, legal, tax or other considerations may cause its Board of Directors to revoke the election for the General Partner's to qualify as a real estate investment trust.
Although the General Partner currently intends to continue to operate in a manner which will enable it to continue to qualify as a real estate investment trust under the Code, it is possible that future economic, market, legal, tax or other considerations may cause its Board of Directors to revoke the election for the General Partner to qualify as a real estate investment trust.
Maryland Business Combination Act : The Maryland Business Combination Act provides that unless exempted, a Maryland corporation may not engage in certain business combinations, including mergers, consolidations, share exchanges or, in 17 Table of Contents circumstances specified in the statute, asset transfers, issuances or reclassifications of shares of stock and other specified transactions, with an “interested stockholder” or an affiliate of an interested stockholder, for five years after the most recent date on which the interested stockholder became an interested stockholder, and thereafter unless specified criteria are met.
Maryland Business Combination Act : The Maryland Business Combination Act provides that unless exempted, a Maryland corporation may not engage in certain business combinations, including mergers, consolidations, share exchanges or, in circumstances specified in the statute, asset transfers, issuances or reclassifications of shares of stock and other specified transactions, with an “interested stockholder” or an affiliate of an interested stockholder, for five years after the most recent date on which the interested stockholder became an interested stockholder, and thereafter unless specified criteria are met.
Additionally, inflationary pricing may have a negative effect on the real estate acquisitions and construction costs necessary to complete development and redevelopment projects, including, but not limited to, costs of construction materials, labor, and services from third-party contractors and suppliers.
Additionally, increased tariffs and inflationary pricing may have a negative effect on the real estate acquisitions and construction costs necessary to complete development and redevelopment projects, including, but not limited to, costs of construction materials, labor, and services from third-party contractors and suppliers.
Additionally, there is increased attention on matters of ESG by various regulatory authorities, including the SEC, and the expense and activities necessary to comply with certain regulations or standards, or to decommission prior initiatives in order to comply with new regulations or standards, may be significant.
Additionally, there is increased attention on matters of ESG by various regulatory authorities, and the expense and activities necessary to comply with certain regulations or standards, or to decommission prior initiatives in order to comply with new regulations or standards, may be significant.
For example, various federal, state, and local laws and regulations have been implemented or are under consideration to mitigate the effects of climate change caused by greenhouse gas emissions. Among other things, "green" building codes may seek to reduce emissions through the imposition of standards for design, construction materials, water and energy usage and efficiency, and waste management.
For example, various federal, state, and local laws and regulations have been implemented or are under consideration to mitigate the effects of climate change caused by greenhouse gas emissions. Among other things, building performance standards may seek to reduce emissions through the imposition of standards for design, construction materials, water and energy usage and efficiency, and waste management.
Nevertheless, we might remain obligated for any mortgage debt or other financial obligations related to the property or properties. If any of our properties were to experience a catastrophic loss, it could seriously disrupt our 10 Table of Contents operations, delay revenue and result in large expenses to repair or rebuild the property.
Nevertheless, we might remain obligated for any mortgage debt or other financial obligations related to the property or properties. If any of our properties were to experience a catastrophic loss, it could seriously disrupt our operations, delay revenue and result in large expenses to repair or rebuild the property.
It is uncertain whether we would be able to source the essential commodities, supplies, materials, and skilled labor timely or at all without incurring significant costs or delays, particularly during times of economic 13 Table of Contents uncertainty resulting from events outside of our control.
It is uncertain whether we would be able to source the essential commodities, supplies, materials, and skilled labor timely or at all without incurring significant costs or delays, particularly during times of economic uncertainty resulting from events outside of our control.
These actions could adversely affect our financial condition and results of operations. In addition, our taxable REIT subsidiaries will be subject to federal, state and local income tax for income received in connection with certain non-customary services performed for tenants and/or third parties.
These actions could adversely affect our financial condition and results of operations. In addition, our taxable REIT subsidiaries will be subject to federal, state and local income tax for income 20 Table of Contents received in connection with certain non-customary services performed for tenants and/or third parties.
To the extent climate change causes changes in weather patterns or severity, our markets could experience increase in storm intensity (including floods, tornadoes, hurricanes, or snow and ice storms), rising sea-levels, and changes in precipitation, temperature, air 19 Table of Contents quality, and quality and availability of water.
To the extent climate change causes changes in weather patterns or severity, our markets could experience increase in storm intensity (including floods, tornadoes, hurricanes, or snow and ice storms), rising sea-levels, and changes in precipitation, temperature, air quality, and quality and availability of water.
Among the market conditions that may affect the value of the Company's common stock are the following: • the general reputation of REITs and the attractiveness of the Company's equity securities in comparison to other equity securities, including securities issued by other real estate-based companies; • our financial performance; and • general stock and bond market conditions.
Among the market conditions that may affect the value of the Company's common stock are the following: 17 Table of Contents • the general reputation of REITs and the attractiveness of the Company's equity securities in comparison to other equity securities, including securities issued by other real estate-based companies; • our financial performance; and • general stock and bond market conditions.
Generally, we will not have the ability to control the daily operations of the entity, and we will not have the 15 Table of Contents ability to select or remove a majority of the members of the board of directors, managers, general partner or partners or similar governing body of the entity or otherwise control its operations.
Generally, we will not have the ability to control the daily operations of the entity, and we will not have the ability to select or remove a majority of the members of the board of directors, managers, general partner or partners or similar governing body of the entity or otherwise control its operations.
If voting rights of such control shares are approved at a stockholder’s meeting and the acquirer becomes entitled to vote a majority of the shares of stock entitled to vote, all other stockholders may exercise appraisal rights.
If voting 19 Table of Contents rights of such control shares are approved at a stockholder’s meeting and the acquirer becomes entitled to vote a majority of the shares of stock entitled to vote, all other stockholders may exercise appraisal rights.
Such events or conditions could include: • an oversupply of or reduced demand for multifamily properties caused by a decline in household formation or employment, a lack of employment growth or otherwise; • corporate restructurings and/or layoffs, and industry slowdowns; • decreases in the demand for services or amenities, the convenience and attractiveness of the communities or neighborhoods in which our multifamily rental properties are located or the quality of local schools; • development by competitors of competing multifamily communities; • the inability or unwillingness of residents to pay rent or rent increases; • rent control or rent stabilization laws, or other housing laws and regulations that could prevent us from raising multifamily rents to offset increases in operating costs; • our inability to provide adequate maintenance; • increased operating costs, including insurance premiums, utilities and real estate taxes, due to inflation and other factors which may not necessarily be offset by increased rents; • changes in laws and regulations (including tax, environmental, zoning and building codes, landlord/tenant and other housing laws and regulations) and agency or court interpretations of such laws and regulations and the related costs of compliance; • civil unrest, earthquakes, pandemics, acts of terrorism and other natural disasters or acts of God that may result in uninsured losses.
Such events or conditions could include: • an oversupply of or reduced demand for multifamily properties caused by a decline in household formation or employment, a lack of employment growth or otherwise; • corporate restructurings and/or layoffs, and industry slowdowns; • decreases in the demand for services or amenities, the convenience and attractiveness of the communities or neighborhoods in which our multifamily rental properties are located or the quality of local schools; • development by competitors of competing multifamily communities; • the inability or unwillingness of residents to pay rent or rent increases; • rent control or rent stabilization laws, or other housing laws and regulations that could prevent us from raising multifamily rents to offset increases in operating costs; • our inability to provide adequate maintenance; • increased operating costs that exceed our original estimates due to increased insurance premiums, utilities, real estate taxes, material, labor or other costs or supply chain disruptions, including as a result of inflation, tariffs or 11 Table of Contents changes in immigration laws or their enforcement, and other factors which may not necessarily be offset by increased rents; • changes in laws and regulations (including tax, environmental, zoning and building codes, landlord/tenant and other housing laws and regulations) and agency or court interpretations of such laws and regulations and the related costs of compliance; • civil unrest, earthquakes, pandemics, acts of terrorism and other natural disasters or acts of God that may result in uninsured losses.
We do not have key man life insurance for our key personnel. The terms of the Operating Partnership’s Agreement of Limited Partnership may limit our ability to take certain actions without the consent of some of the limited partners. As of February 18, 2025, the General Partner owned approximately 91.5 percent of the Operating Partnership’s outstanding common partnership units.
We do not have key man life insurance for our key personnel. The terms of the Operating Partnership’s Agreement of Limited Partnership may limit our ability to take certain actions without the consent of some of the limited partners. As of February 16, 2026, the General Partner owned approximately 91.7 percent of the Operating Partnership’s outstanding common partnership units.
Environmental, Social and Governance factors may impose additional costs and/or expose us to new risks : We have communicated certain initiatives and goals regarding ESG matters in our 2023 ESG Update on our website, and we may communicate revised or additional initiatives or goals in the future.
Environmental, Social and Governance factors may impose additional costs and/or expose us to new risks : We have communicated certain initiatives and goals regarding ESG matters in our 2024 Sustainability Report on our website, and we may communicate revised or additional initiatives or goals in the future.
This provision of Maryland law is applicable even if other provisions of Maryland law, the charter or the bylaws provide to the contrary.
This provision of Maryland law is applicable even if other provisions of Maryland law, the charter or the bylaws 18 Table of Contents provide to the contrary.
These laws and regulations may include zoning laws, building codes, landlord/tenant laws and other laws generally applicable to business operations. Noncompliance with applicable laws could expose us to liability.
These laws and regulations may include zoning laws, building codes, landlord/tenant laws and other laws 14 Table of Contents generally applicable to business operations. Noncompliance with applicable laws could expose us to liability.
Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, disrupt our operations, increased cybersecurity insurance premiums and damage our reputation, which could adversely affect our business. We face possible risks associated with the physical effects of climate change.
Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, disrupt our operations, increased cybersecurity insurance premiums and damage our reputation, which could adversely affect our business.
Although we believe that our properties are substantially in compliance with present requirements, noncompliance with the ADA or related laws or regulations could result in the United States government imposing fines or private litigants being awarded damages against us. Such costs may adversely affect our ability to make distributions or payments to our investors.
Although we believe that our properties are substantially in compliance with present requirements, noncompliance with the ADA or related laws or regulations could result in the United States government imposing fines or private litigants being awarded damages against us.
As of December 31, 2024, we had total outstanding indebtedness of $1.7 billion, comprised of $200 million of outstanding borrowings under the Term Loan and $152 million of outstanding borrowings under the Revolving Credit Facility and approximately $1.3 billion of mortgages, loans payable and other obligations.
As of December 31, 2025, we had total outstanding indebtedness of $1.4 billion, comprised of $30 million of outstanding borrowings under the Revolving Credit Facility and approximately $1.3 billion of mortgages, loans payable and other obligations.
Environmental problems are possible and may be costly : Various federal, state and local laws and regulations subject property owners or operators to liability for the costs of removal or remediation of certain hazardous or toxic substances located on or in the property.
Such costs may adversely affect our ability to make distributions or payments to our investors. 13 Table of Contents Environmental problems are possible and may be costly : Various federal, state and local laws and regulations subject property owners or operators to liability for the costs of removal or remediation of certain hazardous or toxic substances located on or in the property.
Inflation could outpace any increases in rent and adversely affect us. We may not be able to mitigate the effects of inflation and related impacts, and the duration and extent of any prolonged periods of inflation, and any related adverse effects on our results of operations and financial condition, are unknown at this time.
We may not be able to mitigate the effects of increased tariffs, inflation and related impacts, and the duration and extent of any prolonged periods of increased tariffs or inflation, and any related adverse effects on our results of operations and financial condition, are unknown at this time.
Failure to comply with these covenants could cause a default under the agreements and, in certain circumstances, our lenders may be entitled to accelerate our debt obligations. Defaults under our debt agreements could materially and adversely affect our financial condition and results of operations.
Failure to comply with these covenants could cause a default under the agreements and, in certain circumstances, our lenders may be entitled to accelerate our debt obligations.
If the General Partner’s ownership interest in the Operating Partnership were to drop below 85 percent as the result of future issuances of partnership units, then the General Partner’s inability to take any of the foregoing actions without the consent of some of the limited partners could have a material adverse effect on the Company’s ability to complete any of those transactions and negatively impact the Company’s business and operations. 16 Table of Contents RISKS RELATED TO OUR ORGANIZATION AND STRUCTURE Certain provisions of Maryland law and the General Partner’s charter and bylaws could hinder, delay or prevent changes in control.
If the General Partner’s ownership interest in the Operating Partnership were to drop below 85 percent as the result of future issuances of partnership units, then the General Partner’s inability to take any of the foregoing actions without the consent of some of the limited partners could have a material adverse effect on the Company’s ability to complete any of those transactions and negatively impact the Company’s business and operations.
Other tax liabilities : Even if the General Partner qualifies as a real estate investment trust under the IRS Code, it is subject to certain federal, state and local taxes on our income and property and, in some circumstances, certain other state and local taxes.
However, such dividends could be eligible for the reduced rate of taxation on "qualified dividend income." Other tax liabilities : Even if the General Partner qualifies as a real estate investment trust under the Code, it is subject to certain federal, state and local taxes on our income and property and, in some circumstances, certain other state and local taxes.
Certain provisions of Maryland law and General Partner's charter and bylaws have the effect of discouraging, delaying or preventing transactions that involve an actual or threatened change in control.
RISKS RELATED TO OUR ORGANIZATION AND STRUCTURE Certain provisions of Maryland law and the General Partner’s charter and bylaws could hinder, delay or prevent changes in control. Certain provisions of Maryland law and General Partner's charter and bylaws have the effect of discouraging, delaying or preventing transactions that involve an actual or threatened change in control.
Some investors use these factors to guide their investment strategies and, in some cases, may choose not to invest in us if they believe our policies relating to ESG are inadequate or objectionable. 12 Table of Contents If we are unsuccessful or perceived to be unsuccessful in the achievement of our ESG initiatives or goals, if we are criticized for the scope of our initiatives or goals, if we fail to meet the expectations of investors, customers, regulators, and other stakeholders, if our initiatives are not executed as planned, or we do not achieve our goals, our reputation and financial results could be adversely impacted.
If we are unsuccessful or perceived to be unsuccessful in the achievement of our ESG initiatives or goals, if we are criticized for the scope of our initiatives or goals, if we fail to meet the expectations of investors, customers, regulators, and other stakeholders, if our initiatives are not executed as planned, or we do not achieve our goals, our reputation and financial results could be adversely impacted.
We cannot predict with certainty whether climate change is occurring and, if so, at what rate. However, the physical effects of climate change could have a material adverse effect on our properties, operations, and business.
However, the physical effects of climate change could have a material adverse effect on our properties, operations, and business.
Property taxes are also impacted by inflationary changes as taxes are regularly reassessed based on changes in the fair value of our properties.
These include expenses for property-related contracted services such as janitorial and engineering services, utilities, repairs and maintenance, and insurance. Property taxes are also impacted by inflationary changes as taxes are regularly reassessed based on changes in the fair value of our properties.
Rising interest rates may adversely affect our cash flow : As of December 31, 2024, we have $200 million of outstanding borrowings under the Term Loan and $152 million of outstanding borrowings under the Revolving Credit Facility, and approximately $241.5 million of our mortgage indebtedness bears interest at variable rates, of which we have hedged $591.5 million.
Defaults under our debt agreements could materially and adversely affect our financial condition and results of operations. 16 Table of Contents Rising interest rates may adversely affect our cash flow : As of December 31, 2025, we have $30 million of outstanding borrowings under the Revolving Credit Facility, and approximately $185 million of our mortgage indebtedness bears interest at variable rates, all of which we have hedged.
An interested stockholder is generally a person owning or controlling, directly or indirectly, 10 percent or more of the voting power of the outstanding stock of the Maryland corporation. The General Partner's board of directors has exempted from this statute business combinations between the Company and certain affiliated individuals and entities.
An interested stockholder is generally a person owning or controlling, directly or indirectly, 10 percent or more of the voting power of the outstanding stock of the Maryland corporation.
Some of our costs, such as operating and general and administrative expenses, interest expense, and real estate acquisition and construction costs, are subject to inflation : A portion of our operating expenses is sensitive to inflation. These include expenses for property-related contracted services such as janitorial and engineering services, utilities, repairs and maintenance, and insurance.
Inflation and related volatility in the economy could negatively impact some of our costs, such as operating and general and administrative expenses, interest expense, and real estate acquisition and construction costs : A portion of our 12 Table of Contents operating expenses is sensitive to inflation.
Removed
The Company refers to itself as “Veris,” “we” or “our” in the following risk factors. 9 Table of Contents OPERATING RISKS Our performance is subject to risks associated with the operation of multifamily properties.
Added
The Company refers to itself as “Veris,” “we” or “our” in the following risk factors. RISK RELATING TO THE MERGERS The announcement and pendency of the transactions contemplated by the Merger Agreement may have an adverse effect on our business, financial condition, operating results and cash flows.
Removed
However, unless its board adopts other exemptions, the provisions of the Maryland Business Combination Act will be applicable to business combinations with other persons.
Added
Uncertainty about the effect of the proposed Mergers may disrupt our sales and marketing or other key business activities and may have a material adverse effect on our business, financial condition, operating results and cash flows. Current and prospective employees may experience uncertainty about their roles following the Mergers, and this may have an effect on our corporate culture.
Added
There can be no assurance we will be able to attract and retain key talent to the same extent that we have previously been able to attract and retain employees. Any loss or distraction of such employees could have a material adverse effect on our business, financial condition and operating results.
Added
In addition, we have devoted, and will continue to devote, significant management and other internal resources towards the completion of the Mergers and planning for integration, which could materially adversely affect our business, financial condition, operating results and cash flows.
Added
The Merger Agreement generally requires us to operate our business in the ordinary course pending consummation of the proposed Mergers and generally restricts us from taking certain specified actions until the Mergers are completed.
Added
These restrictions may affect our ability to execute our business strategies, to respond effectively to competitive pressures and industry developments, and to attain our financial and other goals and may otherwise harm our business, financial condition, operating results and cash flows.
Added
The failure to complete the Mergers in a timely manner or at all could negatively impact the market price of our common shares as well as adversely affect our business, financial condition, operating results and cash flows. The Mergers cannot be completed until the conditions to closing are satisfied or (if permissible under applicable law) waived.
Added
We cannot guarantee that the remaining closing conditions set forth in the Merger Agreement will be satisfied or, even if satisfied, that no event of termination will take place.
Added
In the event that the Mergers are not completed for any reason, the holders of our common stock will not receive any payment for their shares of common stock in connection with the proposed Mergers.
Added
Instead, we will remain an independent public company and the holders of our common shares will continue to own their shares of stock. 10 Table of Contents If the Mergers or a similar transaction is not completed, the share price of our common shares may drop to the extent that the current market price of our common shares reflects an assumption that a transaction will be completed.
Added
If the Mergers are significantly delayed or not completed, we may suffer other consequences that could adversely affect our business, results of operations and share price, including the following: • we could be required to pay a termination fee of $60 million to Parent, under certain circumstances as described in the Merger Agreement; • we would have incurred significant costs in connection with the Mergers that we would be unable to recover; • we may be subject to negative publicity or be negatively perceived by the investment or business communities; • we may be subject to legal proceedings related to any delay or failure to complete the Mergers; • any disruptions to our business resulting from the announcement and pendency of the Mergers may continue or intensify in the event the Mergers are not consummated; and • we may not be able to take advantage of alternative business opportunities or effectively respond to competitive pressures.
Added
There can be no assurance that our business, financial condition, operating results and cash flows will not be adversely affected, as compared to our condition prior to the announcement of the Mergers, if the Mergers are not consummated.
Added
The Merger Agreement contains provisions that could discourage or deter a potential competing acquirer that might be willing to pay more to effect an alternative transaction with us.
Added
The Merger Agreement contains provisions that, subject to certain exceptions, limit our ability to initiate, solicit or knowingly encourage, or engage in discussions or negotiations with respect to, or provide non-public information in connection with, a proposal from a third party with respect to an alternative transaction.
Added
In addition, under specified circumstances in which the Merger Agreement is terminated, we could be required to pay a termination fee of $60 million to Parent.
Added
It is possible that these or other provisions in the Merger Agreement might discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of our company from considering or proposing an acquisition or might result in a potential competing acquirer proposing to pay a lower per share price to acquire our common shares than it might otherwise have proposed to pay.
Added
We will incur substantial transaction fees and costs in connection with the Mergers. We expect to incur fees for professional services and other transaction costs in connection with the Mergers. A material portion of these expenses will be payable by us whether or not the Mergers are completed.
Added
While we have assumed that a certain amount of transaction expenses will be incurred, factors beyond our control could affect the total amount or the timing of these expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately. These expenses may exceed the costs historically borne by us.
Added
These costs could adversely affect our business, financial condition, operating results and cash flows. OPERATING RISKS Our performance is subject to risks associated with the operation of multifamily properties.
Added
Inflation or other increased costs resulting from tariffs could outpace any increases in rent and adversely affect us.
Added
Some investors use these factors to guide their investment strategies and, in some cases, may choose not to invest in us if they believe our policies relating to ESG are inadequate or objectionable.
Added
Because the interpretation of such provisions is often uncertain and qualification determinations are fact sensitive, the General Partner cannot assure you that it will qualify as a real estate investment trust for any taxable year.
Added
Finally, the General Partner is also potentially subject to certain REIT-related taxes, most notably the 100% tax on gains recognized pursuant to “prohibited transactions.” While we intend to only engage in sales of properties that will not be treated as prohibited transactions, there is no guarantee that we will be able to do so.
Added
We are subject to possible risks relating to the use of technology based on artificial intelligence and machine learning. We use artificial intelligence and machine learning technology (collectively, “AI”) capabilities with the goal of enhancing efficiencies in conducting our business. Our deployment and application of AI remains ongoing.
Added
While these AI tools hold promise in optimizing our work processes and driving efficiencies, they also present risks, challenges and unintended consequences that could adversely affect our business and results of operations or those of our clients.
Added
These include, but are not limited to: • the release, leak or disclosure of proprietary, confidential, sensitive or otherwise valuable information as a result of or in connection with our use of AI tools, • the incorporation of AI by our clients, vendors, contractors and other third-parties into their products or services, with or without our knowledge, in a manner that could give rise to issues pertaining to data privacy, information security and intellectual property considerations, and • the evolving legal regulations relating to AI, which may require significant resources to modify and maintain business practices to comply with applicable law or otherwise result in legal or regulatory action or create additional liabilities, the nature of which cannot be determined at this time. 21 Table of Contents While we endeavor to use AI responsibly and securely and attempt to mitigate ethical and legal issues presented by its use, we may ultimately be unsuccessful in identifying or resolving issues before they arise.
Added
There can be no assurance that we will properly implement AI, and the failure to do so could adversely affect our business. We face possible risks associated with the physical effects of climate change. We cannot predict with certainty whether climate change is occurring and, if so, at what rate.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

10 edited+1 added−2 removed8 unchanged
Biggest changeThe Company seeks to engage reliable, reputable service providers. Depending upon the nature of the services and the sensitivity of the data that a third-party service provider processes, the Company’s vendor management procedures including reviewing the cybersecurity procedures, imposing contractual requirements, and conducting periodic reassessments as needed.
Biggest changeDepending upon the nature of the services and the sensitivity of the data that a third-party service provider processes, the Company’s vendor management procedures including reviewing the cybersecurity procedures, imposing contractual requirements, and conducting periodic reassessments as needed. The Company seeks to further enhance this review to expand the scope and depth of this analysis.
The Company prepares a quarterly report from the Chief Operating Officer and the CISO which includes updates on the Company’s current cybersecurity maturity, progress on the Company’s previously mentioned multi-year cybersecurity plan, strategy updates to combat changes in the threat landscape, education of employees and executive management on cybersecurity awareness, enhanced cybersecurity defenses, incident response programs and regulatory reporting obligations.
The Company prepares a quarterly report from the Chief Operating Officer and the CIO which includes updates on the Company’s current cybersecurity maturity, progress on the Company’s previously mentioned multi-year cybersecurity plan, strategy updates to combat changes in the threat landscape, education of employees and executive management on cybersecurity awareness, enhanced cybersecurity defenses, incident response programs and regulatory reporting obligations.
The Cyber ERM is responsible for implementing a rapid response and incident program in the event of an identified cybersecurity threat and is responsible for reporting all incidents to the Audit Committee and Board of Directors in the case of any cybersecurity incident to enable the Audit Committee and Board of Directors to assess the materiality of any such incident and determine any Exchange Act reporting obligations of the Company in connection therewith. 21 Table of Contents
The Cyber ERM is responsible for implementing a rapid response and incident program in the event of an identified cybersecurity threat and is responsible for reporting all incidents to the Audit Committee and Board of Directors in the case of any cybersecurity incident to enable the Audit Committee and Board of Directors to assess the materiality of any such incident and determine any Exchange Act reporting obligations of the Company in connection therewith. 23 Table of Contents
During the year ended December 31, 2024, the Company utilized the National Institute of Standards and Technology (NIST) Cyber Security Framework (CSF), to assess and report to the Company’s executive management and Board of Directors on the current maturity of operational and procedural controls for securing and safeguarding the Company’s information technology assets.
During the year ended December 31, 2025, the Company utilized the National Institute of Standards and Technology (NIST) Cyber Security Framework (CSF), to assess and report to the Company’s executive management and Board of Directors on the current maturity of operational and procedural controls for securing and safeguarding the Company’s information technology assets.
The Audit Committee delivers a summary of these reports to the full Board of Directors on a quarterly basis. Furthermore, the Board of Directors receives a direct report from the CISO on no less than an annual basis, with interim reports provided when appropriate or necessary.
The Audit Committee delivers a summary of these reports to the full Board of Directors on a quarterly basis. Furthermore, the Board of Directors receives a direct report from the CIO on no less than an annual basis, with interim reports provided when appropriate or necessary.
The CISO has over 30 years of experience in corporate enterprise infrastructure and data security management held at a senior management level, acting in both a corporate as well as consulting role within many highly regulated industries.
The CIO has over 30 years of experience in corporate enterprise infrastructure and data security management held at a senior management level, acting in both a corporate as well as consulting role within many highly regulated industries.
The Company will continue to utilize the NIST CSF to evaluate its cybersecurity controls. In addition to the NIST CSF, the Company also completed third-party technical testing of its information technology systems architecture. 20 Table of Contents To operate its business, the Company engages certain third-party vendors to perform a variety of functions.
The Company will continue to utilize the NIST CSF to evaluate its cybersecurity controls. In addition to the NIST CSF, the Company also completed third-party technical testing of its information technology systems architecture. To operate its business, the Company engages certain third-party vendors to perform a variety of functions. The Company seeks to engage reliable, reputable service providers.
This plan is not meant to be all encompassing as the cybersecurity landscape shifts and evolves, and the Company is continually assessing its risks and the evolving cybersecurity threat landscape.
As a result of these factors, the Company has adopted a strategic multi-year cybersecurity plan. This plan is not meant to be all encompassing as the cybersecurity landscape shifts and evolves, and the Company is continually assessing its risks and the evolving cybersecurity threat landscape.
The Company’s cybersecurity risk management relies on a multidisciplinary team, including its information technology and cybersecurity team, legal department, executive management, and third-party service providers to identify, assess, and manage cybersecurity threats and risks.
The Company’s cybersecurity risk management relies on a multidisciplinary team, including its information technology and cybersecurity team, legal department, executive management, and third-party service providers to identify, assess, and manage cybersecurity threats and risks. The Company's Chief Information Officer (CIO), reporting directly to the Chief Operating Officer, is responsible for managing the internal and external cybersecurity resources.
The CISO is responsible for having successfully developed and implemented several cyber security programs within prominent companies within the retail, financial and life science sectors. The Company identifies and assesses risks from cybersecurity threats by monitoring and evaluating the cybersecurity threat environment and the Company’s risk profile. This multi-faceted approach to cybersecurity includes physical, administrative, and technical safeguards.
The Company identifies and assesses risks from cybersecurity threats by monitoring and evaluating the cybersecurity threat environment and the Company’s risk profile. This multi-faceted approach to cybersecurity includes physical, administrative, and technical safeguards.
Removed
In 2023, the Company expanded its team by adding a full-time Chief Information Security Officer (CISO), reporting directly to the Chief Operating Officer, responsible for managing the internal and external cybersecurity resources.
Added
The cybersecurity team includes an Information Security Administrator and a Chief Information Security Officer (CISO) with over 25 years of 22 Table of Contents experience in enterprise infrastructure and security. Reporting directly to the CIO, the CISO is responsible for implementing security strategy, overseeing reporting, and leading policy development and governance.
Removed
The Company seeks to further enhance this review to expand the scope and depth of this analysis. As a result of these factors, the Company has adopted a strategic multi-year cybersecurity plan.

Item 2. Properties

Properties — owned and leased real estate

7 edited+2 added−0 removed1 unchanged
Biggest changeFt. % Leased 12/31/24 (%) (b) 2024 Total Rental Revenue ($000’s) (c) Port Imperial South - Garage Weehawken, NJ 2013 (d) n/a 3,659 Port Imperial South - Retail Weehawken, NJ 2013 18,064 92.0 745 Port Imperial North - Garage Weehawken, NJ 2016 (d) n/a 1,069 Port Imperial North - Retail Weehawken, NJ 2016 8,400 100.0 102 Riverwalk at Port Imperial West New York, NJ 2008 29,923 80.0 1,149 TOTAL RETAIL/GARAGE PROPERTIES 56,387 86.8 6,724 22 Table of Contents Developable Land Property Location Ownership Percentage Potential Units NEW JERSEY WATERFRONT Plaza 8 Jersey City, NJ 100% 680 Plaza 9 Jersey City, NJ 100% 597 PI South - Building 2 Weehawken, NJ 50% 245 Total New Jersey Waterfront Developable Land 1,522 MASSACHUSETTS Overlook Site 15 Revere, MA 100% 310 Overlook Site 1 (Retail) Revere, MA 100% (d) Overlook Site 13 Malden, MA 100% 307 Overlook Site 14 (Retail) Malden, MA 100% (e) Overlook Site 14 Malden, MA 100% 120 Total Massachusetts Developable Land 737 OTHER Wall Land Wall Township, NJ 100% 228 Short Hills (Hotel) Short Hills, NJ 100% 160 keys 1633 Littleton (Office) Parsippany, NJ 100% (f) 65 Livingston Roseland, NJ 100% 252 1 Water Street White Plains, NY 100% 299 Total Other Developable Land 939 TOTAL DEVELOPABLE LAND 3,198 Unconsolidated Joint Venture Properties Unconsolidated Joint Ventures - Multifamily Properties Property Location Year Built Ownership Percentage Apartment Units % Occupied 12/31/24 (%) 2024 Average Revenue Per Home ($) (a) NEW JERSEY WATERFRONT Urby Harborside Jersey City, NJ 2017 85.00% 762 94.4 4,135 RiverTrace West New York, NJ 2014 22.50% 316 94.0 3,812 Capstone West New York, NJ 2021 40.00% 360 95.3 4,451 Total New Jersey Waterfront Multifamily Properties 1,438 94.5 4,143 OTHER Riverpark at Harrison Harrison, NJ 2014 45.00% 141 95.0 2,907 Metropolitan at 40 Park Morristown, NJ 2010 25.00% 130 93.8 3,722 Station House Washington, DC 2015 50.00% 378 91.5 2,933 Total Other Multifamily Properties 649 92.8 3,085 TOTAL MULTIFAMILY PROPERTIES 2,087 94.0 3,814 Unconsolidated Joint Ventures - Developable Land Property Location Ownership Percentage Potential Units PI North - Land West New York, NJ 20.00% 829 TOTAL DEVELOPABLE LAND 829 (a) Average Revenue per Home is calculated as total apartment revenue for the year divided by the average percent occupied for the year, divided by the number of apartments. 23 Table of Contents (b) Percentage leased includes all leases in effect as of the period end date, some of which have commencement dates in the future.
Biggest changeFt. % Leased 12/31/25 (%) (b) 2025 Total Rental Revenue ($000’s) (c) Port Imperial South - Garage Weehawken, NJ 2013 (d) n/a 3,795 Port Imperial South - Retail Weehawken, NJ 2013 18,064 84.0 692 Port Imperial North - Garage Weehawken, NJ 2016 (d) n/a 1,138 Port Imperial North - Retail Weehawken, NJ 2016 8,400 100.0 588 Riverwalk at Port Imperial West New York, NJ 2008 29,923 88.0 1,519 TOTAL RETAIL/GARAGE PROPERTIES 56,387 88.5 7,732 Developable Land Property Location Ownership Percentage Potential Units MASSACHUSETTS Overlook Site 15 Revere, MA 100% 310 Overlook Site 1 (Retail) Revere, MA 100% (e) Overlook Site 13 Malden, MA 100% 306 Overlook Site 14 (Retail) Malden, MA 100% (e) Overlook Site 14 Malden, MA 100% 120 Total Massachusetts Developable Land 736 OTHER Short Hills (f) Short Hills, NJ 100% 115 1633 Littleton (Office) Parsippany, NJ 100% (g) Total Other Developable Land 115 TOTAL DEVELOPABLE LAND 851 Unconsolidated Joint Venture Properties Unconsolidated Joint Ventures - Multifamily Properties Property Location Year Built Ownership Percentage Apartment Units % Occupied 12/31/25 (%) 2025 Average Revenue Per Home ($) (a) NEW JERSEY WATERFRONT RiverTrace West New York, NJ 2014 22.50% 316 94.9 3,840 Capstone West New York, NJ 2021 40.00% 360 95.0 4,643 Total New Jersey Waterfront Multifamily Properties 676 94.9 4,268 OTHER Riverpark at Harrison Harrison, NJ 2014 45.00% 141 93.6 2,971 Station House Washington, DC 2015 50.00% 378 94.7 2,985 Total Other Multifamily Properties 519 94.4 2,981 TOTAL MULTIFAMILY PROPERTIES 1,195 94.7 3,709 (a) Average Revenue per Home is calculated as total apartment revenue for the year divided by the average percent occupied for the year, divided by the number of apartments.
For leases whose rent commences after January 1, 2025, annualized base rental revenue is based on the first full month’s billing. As annualized base rental revenue is not derived from historical GAAP results, historical results may differ from those set forth above.
For leases whose rent commences after January 1, 2026, annualized base rental revenue is based on the first full month’s billing. As annualized base rental revenue is not derived from historical GAAP results, historical results may differ from those set forth above.
OCCUPANCY The following table sets forth the year-end occupancy of the Company’s Consolidated Multifamily Portfolio for the last five years: December 31, Percent Occupied (%) 2024 93.7 2023 94.8 2022 94.4 2021 96.4 2020 85.4 MARKET DIVERSIFICATION The following table lists the Company’s markets, based on annualized contractual base rent of the Company's Consolidated Multifamily Portfolio: Market Annualized Base Rental Revenue ($ in thousands) (a) (b) Percentage Of Annualized Base Rental Revenue (%) New Jersey Waterfront 176,514 72.2 Massachusetts 38,664 15.8 Other 29,303 12.0 Totals 244,481 100.0 (a) Annualized base rental revenue is based on annualizing actual December 2024 billings.
(g) Property is approved for office consisting of 5.19 acres. 25 Table of Contents OCCUPANCY The following table sets forth the year-end occupancy of the Company’s Consolidated Multifamily Portfolio for the last five years: December 31, Percent Occupied (%) 2025 94.3 2024 93.7 2023 94.8 2022 94.4 2021 96.4 MARKET DIVERSIFICATION The following table lists the Company’s markets, based on annualized contractual base rent of the Company's Consolidated Multifamily Portfolio: Market Annualized Base Rental Revenue ($ in thousands) (a) (b) Percentage Of Annualized Base Rental Revenue (%) New Jersey Waterfront 217,278 85.0 Massachusetts 29,052 11.3 Other 9,388 3.7 Totals 255,718 100.0 (a) Annualized base rental revenue is based on annualizing actual December 2025 billings.
ITEM 2. PROPERTIES PROPERTY LIST As of December 31, 2024, the Company's properties consisted of 22 multifamily rental properties (consolidated and unconsolidated), three parking/retail properties, and several developable land parcels. The properties are located in the Northeast and Washington D.C. The properties contain a total of 7,681 apartment units and approximately 56 thousand square feet of retail space.
ITEM 2. PROPERTIES PROPERTY LIST As of December 31, 2025, the Company's properties consisted of 17 multifamily rental properties (consolidated and unconsolidated), three parking/retail properties, and several developable land parcels. The properties are located in the Northeast and Washington D.C.
Consolidated Properties Multifamily Properties Property Location Year Built Apartment Units % Occupied 12/31/24 (%) 2024 Average Revenue Per Home ($) (a) NEW JERSEY WATERFRONT Haus25 Jersey City, NJ 2022 750 96.0 4,892 Liberty Towers Jersey City, NJ 2003 648 83.8 4,244 BLVD 401 Jersey City, NJ 2016 311 96.5 4,233 BLVD 425 Jersey City, NJ 2003 412 95.6 4,092 BLVD 475 Jersey City, NJ 2011 523 94.4 4,157 Soho Lofts Jersey City, NJ 2017 377 95.8 4,805 RiverHouse 9 at Port Imperial Weehawken, NJ 2021 313 94.9 4,356 RiverHouse 11 at Port Imperial Weehawken, NJ 2018 295 96.3 4,376 Total New Jersey Waterfront Multifamily 3,629 93.5 4,426 MASSACHUSETTS Portside at East Pier East Boston, MA 2015 180 97.1 3,237 Portside 2 at East Pier East Boston, MA 2018 296 93.8 3,399 145 Front at City Square Worcester, MA 2018 365 93.4 2,514 The Emery at Overlook Ridge Revere, MA 2020 326 92.6 2,809 Total Massachusetts Multifamily 1,167 93.9 2,932 OTHER The Upton Short Hills, NJ 2021 193 92.2 4,547 The James Park Ridge, NJ 2021 240 95.8 3,114 Signature Place Morris Plains, NJ 2018 197 95.4 3,220 Quarry Place at Tuckahoe Eastchester, NY 2016 108 96.3 4,422 Total Other Multifamily 738 94.8 3,708 TOTAL MULTIFAMILY PROPERTIES 5,534 93.7 4,015 Retail/Garage Properties Property Location Year Built Rentable Sq.
Consolidated Properties Multifamily Properties Property Location Year Built Apartment Units % Occupied 12/31/25 (%) 2025 Average Revenue Per Home ($) (a) NEW JERSEY WATERFRONT Haus25 Jersey City, NJ 2022 750 95.7 5,068 Liberty Towers Jersey City, NJ 2003 648 87.1 4,566 BLVD 401 Jersey City, NJ 2016 311 95.4 4,323 BLVD 425 Jersey City, NJ 2003 412 95.3 4,195 BLVD 475 Jersey City, NJ 2011 523 95.3 4,307 Sable Jersey City, NJ 2017 762 95.0 4,220 Soho Lofts Jersey City, NJ 2017 377 96.0 4,862 RiverHouse 9 at Port Imperial Weehawken, NJ 2021 313 95.8 4,546 RiverHouse 11 at Port Imperial Weehawken, NJ 2018 295 95.9 4,417 Total New Jersey Waterfront Multifamily 4,391 94.3 4,523 MASSACHUSETTS Portside at East Pier East Boston, MA 2015 180 95.3 3,347 Portside 2 at East Pier East Boston, MA 2018 296 95.2 3,556 The Emery at Overlook Ridge Revere, MA 2020 326 94.0 2,910 Total Massachusetts Multifamily 802 94.7 3,247 OTHER The Upton Short Hills, NJ 2021 193 93.5 4,558 Total Other Multifamily 193 93.5 4,558 TOTAL MULTIFAMILY PROPERTIES 5,386 94.3 4,334 24 Table of Contents Retail/Garage Properties Property Location Year Built Rentable Sq.
(e) The Company has an additional 34,375 square feet of potential retail space within land developments that is not represented in this table. (f) Property is approved for office zoning consisting of 5.19 acres.
(d) Port Imperial South - Garage and Port Imperial North - Garage include approximately 850 and 686 parking spaces, respectively. (e) The Company has an additional 34,375 square feet of potential retail space within land developments that is not represented in this table.
(c) Total Rental Revenue for the year ended December 31, 2024 is calculated by adding base rents, escalations and recoveries from tenants, and parking income. (d) Port Imperial South - Garage and Port Imperial North - Garage include approximately 850 and 686 parking spaces, respectively.
(b) Percentage leased includes all leases in effect as of the period end date, some of which have commencement dates in the future. (c) Total Rental Revenue for the year ended December 31, 2025 is calculated by adding base rents, escalations and recoveries from tenants, and parking income.
Added
The properties contain a total of 6,581 apartment units and approximately 208 thousand square feet of retail space, including ground floor retail space at our multifamily properties.
Added
(f) The Company is in the process of rezoning the parcel in Short Hills, NJ from 160 hotel keys to 115 multifamily units.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

5 edited+1 added−0 removed4 unchanged
Biggest changeOn July 3, 2024, the General Partner filed with the NYSE its annual CEO Certification and Annual Written Affirmation pursuant to Section 303A.12 of the NYSE Listed Company Manual, each certifying that the General Partner was in compliance with all of the listing standards of the NYSE. 24 Table of Contents GRAPH The following graph compares total stockholder returns from the last five fiscal years to the Standard & Poor’s 500 Index (“S&P 500”) and to the National Association of Real Estate Investment Trusts, Inc.’s FTSE NAREIT Equity REIT Index (“NAREIT”).
Biggest changeGRAPH 26 Table of Contents The following graph compares total stockholder returns from the last five fiscal years to the Standard & Poor’s 500 Index (“S&P 500”) and to the National Association of Real Estate Investment Trusts, Inc.’s FTSE NAREIT Equity REIT Index (“NAREIT”).
The holders of the common units were limited partners of the Operating Partnership and accredited investors under Rule 501 of the Securities Act. The common units were redeemed for an equal number of shares of common stock. The Company has registered the resale of such shares under the Securities Act.. (b) Not applicable 25 Table of Contents (c) Not applicable
The holders of the common units were limited partners of the Operating Partnership and accredited investors under Rule 501 of the Securities Act. The common units were redeemed for an equal number of shares of common stock. The Company has registered the resale of such shares under the Securities Act. (b) Not applicable (c) Not applicable 27 Table of Contents
RECENT SALES OF UNREGISTERED SECURITIES; USES OF PROCEEDS FROM REGISTERED SECURITIES (a) COMMON STOCK During the three months ended December 31, 2024, the Company issued 11,123 shares of common stock to holders of common units in the Operating Partnership upon the redemption of such common units in private offerings pursuant to Section 4(a)(2) of the Securities Act.
RECENT SALES OF UNREGISTERED SECURITIES; USES OF PROCEEDS FROM REGISTERED SECURITIES (a) COMMON STOCK During the three months ended December 31, 2025, the Company issued 4,000 shares of common stock to holders of -common units in the Operating Partnership upon the redemption of such common units in private offerings pursuant to Section 4(a)(2) of the Securities Act.
The graph assumes that the value of the investment in the General Partner's Common Stock and in the S&P 500 and NAREIT indices was $100 at December 31, 2019 and that all dividends were reinvested. The price of the General Partner's Common Stock on December 31, 2019 (on which the graph is based) was $23.13.
The graph assumes that the value of the investment in the General Partner's Common Stock and in the S&P 500 and NAREIT indices was $100 at December 31, 2020 and that all dividends were reinvested. The price of the General Partner's Common Stock on December 31, 2020 (on which the graph is based) was $12.46.
HOLDERS On February 18, 2025, the General Partner had 190 common shareholders of record (this does not include beneficial owners for whom Cede & Co. or others act as nominee) and the Operating Partnership had 65 owners of limited partnership units and one owner of General Partnership Units.
HOLDERS On February 16, 2026, the General Partner had 181 common shareholders of record (this does not include beneficial owners for whom Cede & Co. or others act as nominee) and the Operating Partnership had 60 owners of limited partnership units and one owner of General Partnership Units.
Added
On June 17, 2025, the General Partner filed with the NYSE its annual CEO Certification and Annual Written Affirmation pursuant to Section 303A.12 of the NYSE Listed Company Manual, each certifying that the General Partner was in compliance with all of the listing standards of the NYSE.

Item 7. Management's Discussion & Analysis

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

35 edited+12 added−9 removed28 unchanged
Biggest changeCapitalization rates and discount rates utilized in these models are based upon unobservable rates that the Company believes to be within a reasonable range of current market rates. 26 Results From Operations: Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Years Ended December 31, Dollar Change Percent Change (dollars in thousands) 2024 2023 Revenue from rental operations and other: Revenue from leases $ 245,690 $ 235,117 $ 10,573 4.5 % Parking income 15,463 15,498 (35) (0.2) Other income 6,583 5,812 771 13.3 Total revenues from rental operations 267,736 256,427 11,309 4.4 Property expenses: Real estate taxes 37,424 34,687 2,737 7.9 Utilities 8,151 7,700 451 5.9 Operating services 48,239 50,769 (2,530) (5.0) Total property expenses 93,814 93,156 658 0.7 Non-property revenues: Management fees 3,338 3,868 (530) (13.7) Total non-property revenues 3,338 3,868 (530) (13.7) Non-property expenses: Property management 17,247 14,188 3,059 21.6 General and administrative 39,059 44,443 (5,384) (12.1) Transaction-related costs 1,565 7,627 (6,062) (79.5) Depreciation and amortization 82,774 86,235 (3,461) (4.0) Land and other impairments, net 2,619 9,324 (6,705) (71.9) Total non-property expenses 143,264 161,817 (18,553) (11.5) Operating income (loss) 33,996 5,322 28,674 538.8 Other (expense) income: Interest expense (87,976) (89,355) 1,379 (1.5) Interest cost of mandatorily redeemable noncontrolling interests — (49,782) 49,782 (100.0) Interest and other investment income (loss) 2,366 5,515 (3,149) (57.1) Equity in earnings (loss) of unconsolidated joint ventures 3,934 3,102 832 26.8 Gain (loss) on disposition of developable land 11,515 7,068 4,447 62.9 Gain (loss) on sale from unconsolidated joint ventures 6,946 — 6,946 100.0 Gain (loss) from extinguishment of debt, net (777) (5,606) 4,829 (86.1) Other income (loss), net (701) 2,871 (3,572) (124.4) Total other (expense) income (64,693) (126,187) 61,494 (48.7) Income (loss) from continuing operations before income tax expenses (30,697) (120,865) 90,168 (74.6) Provision for income taxes (276) (492) 216 (43.9) Income (loss) from continuing operations after income tax (30,973) (121,357) 90,384 (74.5) Discontinued operations: Income (Loss) from discontinued operations 862 (32,686) 33,548 (102.6) Realized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, net 3,447 41,682 (38,235) (91.7) Total discontinued operations 4,309 8,996 (4,687) (52.1) Net income (loss) $ (26,664) $ (112,361) $ 85,697 (76.3) % 27 Revenue from leases.
Biggest changeCapitalization rates and discount rates utilized in these models are based upon unobservable rates that the Company believes to be within a reasonable range of current market rates. 28 Results From Operations: Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Years Ended December 31, Dollar Change Percent Change (dollars in thousands) 2025 2024 Revenue from rental operations and other: Revenue from leases $ 264,459 $ 245,690 $ 18,769 7.6 % Parking income 15,834 15,463 371 2.4 Other income 5,580 6,583 (1,003) (15.2) Total revenues from rental operations and other 285,873 267,736 18,137 6.8 Property expenses: Real estate taxes 38,361 37,424 937 2.5 Utilities 9,290 8,151 1,139 14.0 Operating services 47,962 48,239 (277) (0.6) Total property expenses 95,613 93,814 1,799 1.9 Non-property revenues: Management fees 2,561 3,338 (777) (23.3) Total non-property revenues 2,561 3,338 (777) (23.3) Non-property expenses: Property management 16,673 17,247 (574) (3.3) General and administrative 36,753 39,059 (2,306) (5.9) Transaction-related costs 3,750 1,565 2,185 139.6 Depreciation and amortization 86,263 82,774 3,489 4.2 Land and other impairments, net 17,984 2,619 15,365 586.7 Total non-property expenses 161,423 143,264 18,159 12.7 Operating income (loss) 31,398 33,996 (2,598) (7.6) Other (expense) income: Interest expense (88,579) (87,976) (603) 0.7 Interest and other investment income 370 2,366 (1,996) (84.4) Equity in earnings (losses) of unconsolidated joint ventures 5,257 3,934 1,323 33.6 Realized gains (losses) and unrealized gains (losses) on disposition of rental property, net 90,831 — 90,831 100.0 Gain (loss) on disposition of developable land 34,040 11,515 22,525 195.6 Gain (loss) on sale of unconsolidated joint venture interests 5,122 6,946 (1,824) (26.3) Gain (loss) from extinguishment of debt, net (3,530) (777) (2,753) 354.3 Other income (expense), net 148 (701) 849 (121.1) Total other income (expense), net 43,659 (64,693) 108,352 (167.5) Income (loss) from continuing operations before income tax expense 75,057 (30,697) 105,754 (344.5) Provision for income taxes (231) (276) 45 (16.3) Income (loss) from continuing operations after income tax expense 74,826 (30,973) 105,799 (341.6) Discontinued operations: Income (loss) from discontinued operations 4,115 862 3,253 377.4 Realized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, net — 3,447 (3,447) (100.0) Total discontinued operations, net 4,115 4,309 (194) (4.5) Net income (loss) $ 78,941 $ (26,664) $ 105,605 (396.1) % 29 Revenue from leases.
Off-Balance Sheet Arrangements Unconsolidated Joint Venture Debt The debt of the Company’s unconsolidated joint ventures generally provides for recourse to the Company for customary matters such as intentional misuse of funds, environmental conditions and material misrepresentations. The Company may 32 agree to guarantee repayment of a portion of the debt of its unconsolidated joint ventures.
Off-Balance Sheet Arrangements Unconsolidated Joint Venture Debt The debt of the Company’s unconsolidated joint ventures generally provides for recourse to the Company for customary matters such as intentional misuse of funds, environmental conditions and material misrepresentations. The Company may agree to guarantee repayment of a portion of the debt of its unconsolidated joint ventures.
As of December 31, 2024, there was no outstanding balance of such debt that was guaranteed by the Company. The Company’s off-balance sheet arrangements are further discussed in Note 4: Investments in Unconsolidated Joint Ventures to the Consolidated Financial Statements.
As of December 31, 2025, there was no outstanding balance of such debt that was guaranteed by the Company. The Company’s off-balance sheet arrangements are further discussed in Note 4: Investments in Unconsolidated Joint Ventures to the Consolidated Financial Statements.
Dividend Reinvestment and Stock Purchase Plan The Company has a Dividend Reinvestment and Stock Purchase Plan (the “DRIP”) which commenced in March 1999 under which approximately 5.4 million shares of the General Partner’s common stock have been reserved for future issuance.
Dividend Reinvestment and Stock Purchase Plan The General Partner has a Dividend Reinvestment and Stock Purchase Plan (the “DRIP”) which commenced in March 1999 under which approximately 5.4 million shares of the General Partner’s common stock have been reserved for future issuance.
Results From Operations: Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 For a discussion of our results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2022, please refer to Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 21, 2024. 29 Liquidity and Capital Resources Overview Liquidity is a measurement of the Company's ability to meet cash requirements, including ongoing commitments to repay borrowings, pay dividends, fund acquisitions of real estate assets and other general business needs.
Results From Operations: Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 For a discussion of our results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023, please refer to Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 24, 2025. 31 Liquidity and Capital Resources Overview Liquidity is a measurement of the Company's ability to meet cash requirements, including ongoing commitments to repay borrowings, pay dividends, fund acquisitions of real estate assets and other general business needs.
The DRIP also permits participants to make optional cash investments up to $5,000 a month without restriction and, if the Company waives this limit, for additional amounts subject to certain restrictions and other conditions set forth in the DRIP prospectus filed as part of the Company’s effective registration statement on Form S-3 filed with the Securities and Exchange Commission (“SEC”) for the approximately 5.4 million shares of the General Partner’s common stock reserved for issuance under the DRIP.
The DRIP also permits participants to make optional cash investments up to $5,000 a month without restriction and, if the General Partner waives this limit, for additional amounts subject to certain restrictions and other conditions set forth in the DRIP prospectus filed as part of the General ’s effective registration statement on Form S-3/ASR filed with the Securities and Exchange Commission (“SEC”) for the approximately 5.4 million shares of the General Partner’s common stock reserved for issuance under the DRIP.
(b) Excludes $4.7 million of unamortized deferred financing costs recorded in Deferred charges and other assets, net, pertaining to the Company's Revolving Credit Facility as of December 31, 2024. 31 Debt Maturities Scheduled principal payments and related weighted average annual effective interest rates for the Company’s debt as of December 31, 2024 are as follows: Period Scheduled Amortization ($000’s) Principal Maturities ($000’s) Total ($000’s) Weighted Avg.
(b) Excludes $3.7 million of unamortized deferred financing costs recorded in Deferred charges and other assets, net, pertaining to the Company's Revolving Credit Facility as of December 31, 2025. 33 Debt Maturities Scheduled principal payments and related weighted average annual effective interest rates for the Company’s debt as of December 31, 2025 are as follows: Period Scheduled Amortization ($000’s) Principal Maturities ($000’s) Total ($000’s) Weighted Avg.
The General Partner and the Operating Partnership also have an effective shelf registration statement on Form S-3 filed with the SEC for an aggregate amount of $2.5 billion in common stock, preferred stock, depositary shares and guarantees of the General Partner and debt securities of the Operating Partnership, under which no securities have been sold as of December 31, 2024.
Also since 2008, the General Partner and the Operating Partnership maintained a shelf registration statement on Form S-3/ASR filed with the SEC for an aggregate amount of $2.5 billion in common stock, preferred stock, depositary shares and guarantees of the General Partner and debt securities of the Operating Partnership, under which no securities had been sold as of December 31, 2025.
Equity Financing and Registration Statements Shelf Registration Statements The General Partner has an effective shelf registration statement on Form S-3 filed with the SEC for an aggregate amount of $2.0 billion in common stock, preferred stock, depositary shares, and/or warrants of the General Partner, under which $100 million of shares of common stock have been allocated for sale pursuant to the Company's ATM Program commenced in November 2023 and 133,759 shares have been sold, for gross proceeds of $2.1 million, as of December 31, 2024.
Equity Financing and Registration Statements Access to Capital Markets Since 2008, the General Partner maintained a shelf registration statement on Form S-3/ASR filed with the SEC for an aggregate amount of $2.0 billion in common stock, preferred stock, depositary shares, and/or warrants of the General Partner, under which $100 million of shares of common stock were previously allocated for sale pursuant to the Company's ATM Program commenced in November 2023 and 133,759 shares have been sold, for gross proceeds of $2.1 million, as of December 31, 2025.
The Company will seek to refinance or retire its debt obligations at maturity with available proceeds received from the Company’s planned non-strategic asset sales, as well as with new corporate or property level indebtedness on or before the applicable maturity dates.
Debt Financing Debt Strategy The Company has historically utilized a combination of corporate and property level indebtedness. The Company will seek to refinance or retire its debt obligations at maturity with available proceeds received from the Company’s planned non-strategic asset sales, as well as with new corporate or property level indebtedness on or before the applicable maturity dates.
As the Company considers its primary earnings measure, net income available to common shareholders, as defined by GAAP, to be the most comparable earnings measure to FFO, the following table presents a reconciliation of net income available to common shareholders to FFO, as calculated in accordance with NAREIT’s current definition, for the years ended December 31, 2024, 2023 and 2022 ( in thousands ): Year Ended December 31, 2024 2023 2022 Net income (loss) available to common shareholders $ (23,120) $ (107,265) $ (52,066) Add (deduct): Noncontrolling interests in Operating Partnership (2,531) (11,174) (5,688) Noncontrolling interests in discontinued operations 371 779 414 Real estate-related depreciation and amortization on continuing operations (a) 92,164 95,695 87,572 Real estate-related depreciation and amortization on discontinued operations 635 12,689 33,901 Property impairments on discontinued operations — 32,516 94,811 Continuing operations: (Gain) loss on sale from unconsolidated joint ventures (6,946) — — Discontinued operations: (Gain) loss on sale from unconsolidated joint ventures — — (7,677) Discontinued operations: Realized (gains) losses and unrealized (gains) losses on disposition of rental property, net (1,548) (2,411) (61,676) Funds from operations available to common stock and Operating Partnership unitholders (b) (c) $ 59,025 $ 20,829 $ 89,591 (a) Includes the Company’s share from unconsolidated joint ventures, and adjustments for noncontrolling interests, of $10.2 million, $10.3 million and $10.4 million for the years ended December 31, 2024, 2023 and 2022, respectively.
As the Company considers its primary earnings measure, net income available to common shareholders, as defined by GAAP, to be the most comparable earnings measure to FFO, the following table presents a reconciliation of net income available to common shareholders to FFO, as calculated in accordance with NAREIT’s current definition, for the years ended December 31, 2025, 2024 and 2023 ( in thousands ): Year Ended December 31, 2025 2024 2023 Net income (loss) available to common shareholders (a) $ 75,239 $ (23,120) $ (107,265) Add (deduct): Noncontrolling interests in Operating Partnership 6,569 (2,531) (11,174) Noncontrolling interests in discontinued operations 347 371 779 Real estate-related depreciation and amortization on continuing operations (b) 89,806 92,164 95,695 Real estate-related depreciation and amortization on discontinued operations — 635 12,689 Property impairments on discontinued operations — — 32,516 Continuing operations: (Gain) loss on sale from unconsolidated joint ventures (5,122) (6,946) — Continuing operations: Realized (gains) losses and unrealized (gains) losses on disposition of rental property, net (90,831) — — Discontinued operations: Realized (gains) losses and unrealized (gains) losses on disposition of rental property, net — (1,548) (2,411) Funds from operations available to common stock and Operating Partnership unitholders $ 76,008 $ 59,025 $ 20,829 35 (a) Includes land impairment charges, after allocations to Noncontrolling interests in consolidated joint ventures, of $16.4 million, $2.6 million, and $9.3 million for the years ended December 31, 2025, 2024, and 2023, respectively.
Cash Flows Cash, cash equivalents and restricted cash decreased by $30.3 million to $24.3 million at December 31, 2024, compared to $54.6 million at December 31, 2023. This decrease is comprised of the following net cash flow items: (1) $52.3 million provided by operating activities.
Cash Flows Cash, cash equivalents and restricted cash increased by $5.1 million to $29.4 million at December 31, 2025, compared to $24.3 million at December 31, 2024. This increase is comprised of the following net cash flow items: (1) $76.0 million provided by operating activities.
Unencumbered Properties As of December 31, 2024, the Company had two unencumbered properties, with a carrying value of $33.4 million.
Unencumbered Properties As of December 31, 2025, the Company had four unencumbered properties, with a carrying value of $180.3 million.
(3) $244.6 million used in financing activities, consisting primarily of the following: (a) $535.0 million used for repayments of mortgages, loans payable and other obligations; (b) $24.1 million used for payments of common dividends and distributions; (c) $22.0 million used for repayments of revolving credit facility; (d) $17.3 million used for payments of financing and derivative premium costs; (e) $15.7 million used for the redemption of redeemable noncontrolling interests; (f) $4.0 million used for other financing actives; (g) $2.1 million used for distributions to noncontrolling interests; (h) $0.5 million used for distributions to redeemable noncontrolling interests; (i) $200.0 million received from borrowings from the term loan; (j) $174.0 million received from borrowings from the revolving credit facility; and (k) $1.8 million received from share issuance proceeds, net.
(3) $516.3 million used in financing activities, consisting primarily of the following: (a) $370.0 million used for repayments of the revolving credit facility; (b) $200.0 million used for repayments of the term loan; (c) $135.2 million used for repayments of mortgages, loans payable and other obligations; (d) $33.0 million used for payments of common dividends and distributions; (e) $19.6 million used for distributions to noncontrolling interests; (f) $4.4 million used for payment for taxes related to the net share settlement of stock compensation awards; (g) $1.6 million used for payments of financing and derivative premium costs; and (h) $248.0 million received from borrowings from the revolving credit facility.
Debt Summary The following is a breakdown of the Company’s debt between fixed and variable-rate financing as of December 31, 2024: Balance ($000’s) % of Total Weighted Average Interest Rate Weighted Average Maturity in Years Fixed Rate & Hedged Debt, including Term Loan and Revolving Credit Facility (a) $ 1,683,966 99.88 % 5.05 % 2.76 Unhedged portion of Revolving Credit Facility 2,000 0.12 % 7.08 % 2.31 Totals/Weighted Average: $ 1,685,966 100.00 % 5.05 % 2.76 Unamortized deferred financing costs (b) (13,653) Total Debt, Net $ 1,672,313 (a) Includes debt with interest rate caps outstanding with a notional amount of $591.5 million.
Debt Summary The following is a breakdown of the Company’s debt between fixed and variable-rate financing as of December 31, 2025: Balance ($000’s) % of Total Weighted Average Interest Rate Weighted Average Maturity in Years Fixed Rate & Hedged Debt, including Revolving Credit Facility (a) $ 1,369,574 100.00 % 4.90 % 1.99 Totals/Weighted Average: $ 1,369,574 100.00 % 4.90 % 1.99 Unamortized deferred financing costs (b) (7,416) Total Debt, Net $ 1,362,158 (a) Includes debt with interest rate caps outstanding with a notional amount of $330.0 million.
(2) $162.1 million provided by investing activities, consisting primarily of the following: (a) $89.0 million received from proceeds of the sales of rental property in continuing operations; (b) $79.1 million received from proceeds of rental properties included in discontinued operations; (c) $12.4 million received from distributions in excess of cumulative earnings from unconsolidated joint ventures; (d) $6.1 million received from proceeds from the sale of investments in unconsolidated joint ventures; (e) $18.4 million used for additions to rental property and improvements and other costs; and (f) $6.1 million used for the development of rental property and other related costs.
(2) $445.4 million provided by investing activities, consisting primarily of the following: (a) $340.1 million received from proceeds from the sale of rental property; (b) $163.0 million received from proceeds of the sale of developable land; (c) $10.4 million received from distributions in excess of cumulative earnings from unconsolidated joint ventures; (d) $7.1 million received from proceeds from the sale of investments in unconsolidated joint ventures; (e) $36.5 million used for the purchase of unconsolidated joint venture interest, net of cash acquired; (f) $31.4 million used for additions to rental property and improvements and other costs; and (g) $7.4 million used for the development of rental property and other related costs.
Interest and other investment income decreased $3.1 million, or 57.1 percent, for 2024 compared to 2023, primarily related to interest income earned on higher cash balances from sales proceeds received in 2023. Equity in earnings (loss) of unconsolidated joint ventures.
Interest and other investment income decreased $2.0 million, or 84.4 percent, for 2025 compared to 2024, primarily due to interest income earned on higher cash balances in 2024. Equity in earnings (losses) of unconsolidated joint ventures.
Equity in earnings of unconsolidated joint ventures increased $0.8 million or 26.8 percent, for 2024 as compared to 2023, due primarily to the improved operating performance of its unconsolidated joint ventures as a result of higher rental rates, and distributions recorded as equity in earnings. 28 Gain (loss) on disposition of developable land.
Equity in earnings of unconsolidated joint ventures increased $1.3 million or 33.6 percent, for 2025 as compared to 2024, primarily due to the disposition of the Company's interest in two unconsolidated joint ventures in 2025 and improved operating performance of its unconsolidated joint ventures as a result of higher rental rates.
Excludes non-real estate-related depreciation and amortization of $0.8 million, $1.0 million and $1.3 million for the years ended December 31, 2024, 2023 and 2022, respectively.
(b) Includes the Company's share from unconsolidated joint ventures, and adjustments for noncontrolling interests of $4.2 million, $10.2 million, and $10.3 million for the years ended December 31, 2025, 2024, and 2023 , respectively. Excludes non-real estate-related depreciation and amortization of $0.6 million, $0.8 million, and $1.0 million for the years ended December 31, 2025, 2024, and 2023, respectively.
Transaction-related costs. Transaction costs decreased $6.1 million, or 79.5 percent. In 2023, the Company recorded transaction-related costs primarily associated with the purchase of the Rockpoint interest. In 2024, the Company recorded transaction-related costs primarily related to the sale of the former Office Portfolio and the withdrawal of its public offering of common stock. Depreciation and amortization.
In 2024, the Company recorded transaction-related costs primarily related to the sale of the former Office Portfolio (as defined in Note 7) and the withdrawal of its public offering of common stock. Depreciation and amortization.
General and administrative expenses decreased $5.4 million, or 12.1 percent, for 2024 compared to 2023 due to higher stock compensation expenses in 2023, and higher severance and related costs in 2023, partially offset by compensation costs incurred as a result of the satisfaction of stay-on award conditions in 2024. See Note 12: Commitments and Contingencies to the Financial Statements.
Property management expenses decreased $0.6 million, or 3.3 percent, for 2025 as compared to 2024, due primarily to the satisfaction of stay-on award conditions in 2024. See Note 12: Commitments and Contingencies to the Consolidated Financial Statements. General and administrative.
Management fees. Management fee revenue, which is primarily related to management fees and reimbursement of property personnel costs from the Company's third party/joint ventures management businesses, decreased $0.5 million, or 13.7 percent for 2024 as compared to 2023 due primarily to a reduction in reimbursement of personnel costs due to property sales in 2024. Property management.
Management fees, which primarily relate to management fees and reimbursement of property personnel costs from the Company's third party/joint ventures management businesses, decreased $0.8 million, or 23.3 percent for 2025 as compared to 2024 due primarily to dispositions of unconsolidated joint ventures in 2025. See Note 3: Investments in Rental Property to the Consolidated Financial Statements. Property management.
In 2024, the Company accrued legal costs associated with reverse real estate tax appeals, insurance claim deductibles, partially offset by proceeds received from a litigation settlement. In 2023, the Company received insurance proceeds of $2.9 million. Discontinued operations. The Company recognized income from discontinued operations of $0.9 million in 2024 and loss from discontinued operations of $32.7 million in 2023.
During 2024, the Company wrote off $0.8 million of unamortized deferred financing costs relating to the early extinguishment of two mortgage loans. Other income (expense), net. During 2024, the Company accrued legal costs associated with reverse real estate tax appeals, insurance claim deductibles, partially offset by proceeds received from a litigation settlement. Discontinued operations.
(b) Net loss available to common shareholders in 2024, 2023 and 2022 included $2.6 million, $9.3 million and $9.4 million, respectively, of land impairment charges and $13.4 million, $46.3 million and $57.3 million, respectively, from a gain on disposition of developable land, which are included in the calculation to arrive at funds from operations as such gains and charges relate to non-depreciable assets.
Also includes gains (losses) on disposition of developable land, after allocations to Noncontrolling interests in consolidated joint ventures, of $34.6 million, $13.4 million, and $46.3 million for the years ended December 31, 2025, 2024, and 2023, respectively. These balances are included in the calculation to arrive at funds from operations as such charges relate to non-depreciable assets.
In January 2024, the Company's joint venture sold the Lofts at 40 Park multifamily rental property for $30.3 million and the Company recorded a gain on the sale for its interest of approximately $7.1 million.
During 2025, the Company sold its interests in two unconsolidated joint ventures and recorded a gain on sale for its interest of $5.1 million. During 2024, the Company's joint 30 ventures sold their underlying multifamily rental and retail properties and recorded a net gain on the sales for its interest of $6.9 million .
Revenue from leases increased $10.6 million, or 4.5 percent, for 2024 as compared to 2023, due primarily to an increase in market rental rates. Other income. Other income increased $0.8 million, or 13.3 percent for 2024 as compared to 2023 due primarily to lease termination fees. Real estate taxes.
Other income decreased $1.0 million, or 15.2 percent for 2025 as compared to 2024 due primarily to lease termination fees recognized in 2024. Real estate taxes.
See Note 3: Investments in Rental Property – Dispositions of Rental Properties and Developable Land – to the Financial Statements. Gain (loss) on sale from unconsolidated joint ventures .
In both 2025 and 2024, the Company sold several parcels of land and as a result, recognized a total net gains on disposition of developable land of $34.0 million and $11.5 million, respectively. See Note 3: Investments in Rental Property to the Consolidated Financial Statements. Gain (loss) on sale from unconsolidated joint venture interests .
In 2024 and 2023, the Company recognized realized gains (losses) and unrealized gains (losses) on disposition of rental property and impairments, net, of $3.4 million and $41.7 million, respectively, on these properties. See Note 7: Discontinued Operations to the Financial Statements for additional details.
Realized gains (losses) and unrealized (gains) losses on disposition of rental property, net. During 2025, the Company sold four multifamily properties, and as a result, recognized realized gains, net of impairment charges of $90.8 million. See Note 3: Investments in Rental Property to the Consolidated Financial Statements. Gain (loss) on disposition of developable land.
Utilities increased $0.5 million, or 5.9 percent, for 2024 as compared to 2023 due primarily to higher electric usage. Operating services. Operating services decreased $2.5 million, or 5.0 percent for 2024 as compared to 2023 due primarily to reduced insurance renewal rates in 2024, non-recurring legal expenses recognized and the stock-based compensation expenses adjustment of $0.6 million recorded in 2023.
General and administrative expenses decreased $2.3 million, or 5.9 percent, for 2025 compared to 2024 primarily due to higher stock and cash compensation costs in 2024 Transaction-related costs. Transaction costs increased $2.2 million, or 139.6 percent. During 2025, the Company recorded costs primarily related to compensation attributable to completed transactions and non-recurring strategic advisory matters.
Interest expense decreased $1.4 million, or 1.5 percent, for 2024 as compared to 2023. The decrease is primarily due to lower interest expense as a result of the payoff of various mortgage loans in 2024, partially offset by interest expense incurred on the 2024 Credit Facility. Interest cost of mandatorily redeemable noncontrolling interests.
Interest expense increased $0.6 million, or 0.7 percent, for 2025 as compared to 2024, primarily due to the consolidation of Sable in April 2025, offset by the payoff of various mortgage loans. Interest and other investment income.
Effective Interest Rate of Future Repayments 2025 $ 9,419 $ — $ 9,419 3.68 % 2026 7,879 467,904 475,783 4.65 % 2027 5,326 657,318 662,644 5.11 % 2028 2,396 343,061 345,457 6.03 % 2029 2,289 127,792 130,081 4.58 % Thereafter 1,770 60,812 62,582 3.21 % Sub-total 29,079 1,656,887 1,685,966 5.05 % Unamortized deferred financing costs (a) (13,653) — (13,653) Totals/Weighted Average $ 15,426 $ 1,656,887 $ 1,672,313 5.05 % (a) Excludes $4.7 million of unamortized deferred financing costs recorded in Deferred charges and other assets, net, pertaining to the Company's Revolving Credit Facility as of December 31, 2024.
Effective Interest Rate of Future Repayments 2026 $ 6,121 $ 411,404 $ 417,525 4.44 % 2027 3,791 294,494 298,285 3.93 % 2028 733 343,061 343,794 6.04 % 2029 573 309,397 309,970 5.18 % Sub-total 11,218 1,358,356 1,369,574 4.90 % Unamortized deferred financing costs (a) (7,416) — (7,416) Totals/Weighted Average $ 3,802 $ 1,358,356 $ 1,362,158 4.90 % (a) Excludes $3.7 million of unamortized deferred financing costs recorded in Deferred charges and other assets, net, pertaining to the Company's Revolving Credit Facility as of December 31, 2025.
Depreciation and amortization decreased $3.5 million, or 4.0 percent, for 2024 as compared to 2023, primarily due to lease intangibles acquired in 2022 that were fully amortized prior to 2024. Land and other impairments, net . In 2024 and 2023, the Company recorded net $2.6 million and $9.3 million of impairment charges on developable land parcels, respectively. Interest expense.
Depreciation and amortization increased $3.5 million, or 4.2 percent, for 2025 as compared to 2024, primarily due to incremental capital expenditures in 2025, the consolidation of Sable in April 2025, partially offset by multifamily properties sold during 2025. Land and other impairments, net .
The Board of Directors considers a variety of factors when setting the Company's dividends including the Company’s earnings, income tax projections, cash flows, financial condition, capital requirements, debt maturities, the availability of debt and equity capital, applicable REIT and legal restrictions, economic conditions and other 30 factors.
The Board of Directors considers a variety of factors when setting the Company's dividends including the Company’s earnings, income tax projections, cash flows, financial condition, capital requirements, debt maturities, the availability of debt and equity capital, applicable REIT and legal restrictions, economic conditions and other factors. 32 Dividends declared (on a per share basis) for the year ended December 31, 2025 were as follows: Date of Declaration Date of Record Date of Payment Dividend Declared February 27, 2025 March 31, 2025 April 10, 2025 $0.0800 May 28, 2025 June 30, 2025 July 10, 2025 $0.0800 August 25, 2025 September 30, 2025 October 10, 2025 $0.0800 November 5, 2025 December 31, 2025 January 9, 2026 $0.0800 The General Partner, as of the taxable year ended December 31, 2024, the most recent year for which tax returns have been filed, has net operating losses of $320.8 million and $47.2 million of capital loss carryovers.
During 2024, the Company wrote off unamortized deferred financing costs of $0.8 million relating to the early payoff of the Soho Lofts and 145 Front Street mortgage loans.
See Note 3: Investments in Rental Property to the Consolidated Financial Statements. Gain (loss) from extinguishment of debt, net. During 2025, the Company wrote off unamortized deferred financing costs of $3.5 million relating to the extinguishment of the 2024 Term Loan and three mortgage loans.
Real estate taxes increased $2.7 million, or 7.9 percent, for 2024 as compared to 2023 due primarily to prior period tax appeal refunds received in 2023, increased PILOT taxes based upon higher revenues in 2024, and the accrual of an estimated liability related to reverse real estate tax appeals recorded in 2024. Utilities.
Real estate taxes increased $0.9 million, or 2.5 percent, for 2025 as compared to 2024 due primarily to the consolidation of Sable in April 2025, partially offset by the impact of multifamily properties sold during 2025. Utilities.
Removed
Property management expenses include off-site expenses associated with the self-management of the Company's properties as well as administrative and personnel expenses for the Company's third-party/joint venture management businesses. Property management expenses increased $3.1 million, or 21.6 percent, for 2024 as compared to 2023, due primarily to satisfaction of stay-on award conditions in 2024.
Added
Revenue from leases increased $18.8 million, or 7.6 percent, for 2025 as compared to 2024 due primarily to an increase in market rental rates and the consolidation of Sable in April 2025, partially offset by the impact of multifamily properties sold during 2025. Other income.
Removed
See Note 12: Commitments and Contingencies to the Financial Statements. General and administrative.
Added
Utilities increased $1.1 million, or 14.0 percent, for 2025 as compared to 2024 due primarily to an increase in electric and gas consumption and rates. Management fees.
Removed
During 2023, the Company recognized $49.8 million in interest cost of mandatorily redeemable noncontrolling interests related to the Company's redemption of Rockpoint's interests. Interest and other investment income (loss).
Added
In 2025 and 2024, the Company recorded net $18.0 million and $2.6 million of impairment charges on land parcels, respectively. See Note 11: Disclosure of Fair Value of Assets and Liabilities to the Consolidated Financial Statements. Interest expense.
Removed
In 2024, the Company recognized a gain of $11.5 million on the sale of several developable land parcels throughout New Jersey. In 2023, the Company recorded a gain of $7.1 million on the sale of a developable land parcel in Parsippany-Troy Hills, New Jersey, as well as reversals of estimated accrued expenses from previously sold developable land holdings.
Added
Total discontinued operations, net, decreased $0.2 million, or 4.5 percent, from $4.1 million in 2025 compared to $4.3 million in 2024. In 2025, the Company recognized income primarily from the successful resolution of real estate tax appeals related to formerly owned office properties.
Removed
In October 2024, the Company's joint venture sold the Shops at 40 Park retail property for $15.7 million and the Company recorded a loss on the sale of its interest of approximately $0.2 million. See Note 3: Investments in Rental Property – Dispositions of Unconsolidated Joint Venture - to the Financial Statements. Gain (loss) from extinguishment of debt, net.
Added
In 2024, the Company recognized income primarily from the result of operations from its final office property sold in early 2024, the return of escrow balances from previously sold properties, and successful resolution of real estate tax appeals related to formerly owned office properties. See Note 7: Discontinued Operations to the Financial Statements.
Removed
In 2023, the Company wrote off $5.6 million of unamortized deferred financing costs related to the termination of the 2021 Credit Facility, repayment of the 2023 Term Loan, and refinancing of the Haus25 mortgage loan. Other income (expense), net.
Added
Restrictions per the Merger Agreement Pursuant to the terms of the Merger Agreement, the Company agreed to certain capital restrictions as we conduct our business until the closing of the Merger Agreement, which includes, but is not limited to: • Declaration and payment of the regularly quarterly dividend for the quarter ending March 31, 2026, not to exceed $0.08 per share or unit.
Removed
The General Partner, as of the taxable year ended December 31, 2023, the most recent year for which tax returns have been filed, has net operating losses of $240.0 million.
Added
No additional dividends or distributions are permitted without the written consent of Parent, except as necessary to preserve the Company’s tax status as a real estate investment trust or to avoid the imposition of income or excise taxes; • Certain equity activity is prohibited, including the issuance of additional securities, and splits or repurchases of any shares of the Company or its subsidiaries, with limited exceptions; • No additional debt shall be incurred unless under certain specified circumstances; • The Company will not make capital expenditures outside of those set forth in the Merger Agreement and normal, recurring capital expenditures necessary to fulfil obligations under existing contracts and agreements; and • Restriction on the purchase, transfer, or disposition of any properties of Company, unless under certain defined circumstances as set forth in the Merger Agreement.
Removed
Dividends declared (on a per share basis) for the year ended December 31, 2024 were as follows: Date of Declaration Date of Record Date of Payment Dividend Declared February 27, 2024 April 3, 2024 April 16, 2024 $0.0525 May 6, 2024 July 3, 2024 July 16, 2024 $0.0600 August 5, 2024 September 30, 2024 October 16, 2024 $0.0700 November 13, 2024 December 31, 2024 January 10, 2025 $0.0800 Debt Financing Debt Strategy The Company has historically utilized a combination of corporate and property level indebtedness.
Added
No shares were sold pursuant to the ATM Program during the year ended December 31, 2025. On February 23, 2026, this $2.0 billion shelf registration statement on Form S-3/ASR expired pursuant to Rule 415(a)(5) of the Securities Act, and as a result, no further shares may be issued.
Removed
(c) Includes $49.8 million of interest cost related to the mandatorily redeemable noncontrolling interests for the year ended December 31, 2023.
Added
On February 23, 2026, this $2.5 billion shelf registration statement on Form S-3/ASR expired pursuant to Rule 415(a)(5) of the Securities Act, and as a result, no further shares may be issued.
Added
As well-known season issuers, the General Partner and Operating Partnership are eligible to use Form S-3/ASR for the automatically effective registration of any amount and any class of equity or debt securities as the General Partner may deem necessary or appropriate at any time in the future.
Added
On February 23, 2026, the registration statement on Form S-3/ASR for the DRIP expired pursuant to Rule 415(a)(5) of the Securities Act, and as a result, no further shares may be issued under the DRIP.
Added
Share Repurchase Program 34 On February 19, 2025, the Board of Directors approved a $100 million share repurchase program, with share repurchases under the new program authorized to begin on March 26, 2025. The repurchase program is set to expire in February 2027. During the year ended December 31, 2025, the Company did not repurchase any shares.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

8 edited+0 added−1 removed4 unchanged
Biggest changeDecember 31, 2024 Debt, including current portion ($ in thousands) 2025 2026 2027 2028 2029 Thereafter Sub-total Other (a) Total Fair Value Fixed Rate & Hedged Debt, including Term Loan and Revolving Credit Facility $9,419 $475,783 $660,644 $345,457 $130,081 $62,582 $1,683,966 $(13,653) $1,670,313 $1,644,445 Weighted Average Interest Rate 3.68% 4.65% 5.10% 6.03% 4.58% 3.21% 5.05% Unhedged portion of Revolving Credit Facility $— $— $2,000 $— $— $— $2,000 $— $2,000 $2,000 Weighted Average Interest Rate 7.08% 7.08% (a) Adjustment for unamortized debt discount/premium, net, unamortized deferred financing costs, net, and unamortized mark-to-market, net, as of December 31, 2024.
Biggest changeDecember 31, 2025 Debt, including current portion ($ in thousands) 2026 2027 2028 2029 Sub-total Other (a) Total Fair Value Fixed Rate & Hedged Debt, including Revolving Credit Facility $417,525 $298,285 $343,794 $309,970 $1,369,574 $(7,416) $1,362,158 $1,393,128 Weighted Average Interest Rate 4.44% 3.93% 6.04% 5.18% 4.90% (a) Adjustment for unamortized debt discount/premium, net, unamortized deferred financing costs, net, and unamortized mark-to-market, net, as of December 31, 2025.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The Consolidated Financial Statements of the Company and the Report of PricewaterhouseCoopers LLP, together with the notes to the Consolidated Financial Statements of the Company, as set forth in the index in Item 15: Exhibits and Financial Statements, are filed under this Item 8: Financial Statements and Supplementary Data and are incorporated herein by reference.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The Consolidated Financial Statements of the Company and the Report of PricewaterhouseCoopers LLP, together with the notes to the Consolidated Financial Statements of the Company, as set forth in the index in Item 15: Exhibits and Financial Statements, are filed under this Item 8: Financial Statements and Supplementary Data and are incorporated herein by reference. 36
Assuming interest-rate caps are not in effect as of December 31, 2024, if market rates of interest on the Company’s variable rate debt increased or decreased by 100 basis points, then the increase or decrease in interest costs on the Company’s variable rate debt would be approximately $5.9 million annually.
Assuming interest-rate caps are not in effect as of December 31, 2025, if market rates of interest on the Company’s variable rate debt increased or decreased by 100 basis points, then the increase or decrease in interest costs on the Company’s variable rate debt would be approximately $2.2 million annually.
Approximately $1.1 billion of the Company’s long-term debt as of December 31, 2024 bears interest at fixed rates with a weighted average coupon of 4.62% and therefore the fair value of these instruments is affected by changes in market interest rates.
Approximately $1.2 billion of the Company’s long-term debt as of December 31, 2025 bears interest at fixed rates with a weighted average coupon of 4.87% and therefore the fair value of these instruments is affected by changes in market interest rates.
(b) Excludes $4.7 million of unamortized deferred financing costs recorded in Deferred charges and other assets, net, pertaining to the Company's Revolving Credit Facility as of December 31, 2024.
(b) Excludes $3.7 million of unamortized deferred financing costs recorded in Deferred charges and other assets, net, pertaining to the Company's Revolving Credit Facility as of December 31, 2025.
The Company manages its exposure 33 to interest rate risk by utilizing fixed rate indebtedness or by hedging the majority of its floating rate indebtedness with interest rate swaps or caps, as appropriate. As of December 31, 2024, the Company's indebtedness with an aggregate principal balance of $1.7 billion had an estimated aggregate fair value of $1.6 billion.
The Company manages its exposure to interest rate risk by utilizing fixed rate indebtedness or by hedging the majority of its floating rate indebtedness with interest rate swaps or caps, as appropriate. As of December 31, 2025, the Company's indebtedness with an aggregate principal balance of $1.4 billion had an estimated aggregate fair value of $1.4 billion.
If market rates of interest increased or decreased by 100 basis points, the fair value of the Company’s fixed rate debt as of December 31, 2024 would be approximately $29.8 million lower or higher, respectively.
If market rates of interest increased or decreased by 100 basis points, the fair value of the Company’s fixed rate debt as of December 31, 2025 would be approximately $24.4 million lower or higher, respectively.
The effective interest rates on the Company’s $591.5 million variable rate debt hedged by interest-rate caps, as of December 31, 2024 ranged from SOFR plus 141 basis points to SOFR plus 275 basis points.
The effective interest rates on the Company’s $215.0 million variable rate debt hedged by interest-rate caps, as of December 31, 2025 ranged from SOFR plus 141 basis points to SOFR plus 222 basis points.
Removed
Additionally, the effective interest rate on the Company’s $2.0 million variable rate debt, which is not hedged by interest-rate caps, as of December 31, 2024 was SOFR plus 272 basis points.

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