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FEDERAL REALTY INVESTMENT TRUST

For the period ended Mar 31, 2025. Filed May 8, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 8, 2025

FRT$112.58-0.6%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-09-30; filed 2024-10-30.

0000034903-24-000069

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Current report: 10-Q

Period ended 2025-03-31; filed 2025-05-08.

0000034903-25-000037

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 202 previous paragraphs and 145 current paragraphs.

72 unchanged; 55 reworded; 16 added; 65 removed; 10 previous and 2 current paragraphs rearranged.

Tables are not compared: 8 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (16)

Current report

During the three months ended March 31, 2025, we sold a portion of our White Marsh Other property for $3.4 million.

Current report

On January 9, 2025, we repaid a $1.2 million mortgage loan at our Hoboken property, at par.

Current report

On March 20, 2025, we amended and restated our $600.0 million unsecured term loan, extending the maturity date to March 20, 2028, plus two one-year extensions, at our option. In addition, we have the right until December 20, 2025 to borrow up to an additional $150.0 million in the form of one or more unsecured term loans. Under an accordion feature, we have the right to request additional loans, subject to an aggregate maximum of $1.0 billion borrowed under the restated agreement. Debt issuance costs included in our consolidated Balance Sheet related to this amendment were $4.8 million as of March 31, 2025. Additionally, on May 1, 2025, the interest rate was reduced by removing the 0.10% adjustment to SOFR.

Current report

During the three months ended March 31, 2025, the maximum amount of borrowings outstanding under our $1.25 billion revolving credit facility was $109.0 million. The weighted average amount of borrowings outstanding was $35.1 million and the weighted average interest rate, before amortization of debt fees, was 5.2% for the three months ended March 31, 2025. At March 31, 2025, our revolving credit facility had $44.6 million outstanding.

Current report

Our revolving credit facility, term loan, and certain notes require us to comply with various financial covenants, including the maintenance of minimum shareholders' equity and debt coverage ratios and a maximum ratio of debt to net worth. As of March 31, 2025, we were in compliance with all default related debt covenants.

Current report

During the three months ended March 31, 2025, we settled our remaining open forward sales agreements by issuing 476,497 common shares for net cash proceeds of $54.5 million including paying $0.1 million in additional offering expenses.

Current report

On April 10, 2025, we announced that our Board of Trustees had approved a new common share repurchase program, under which we may purchase up to $300.0 million of our outstanding common shares of beneficial interest, $0.01 par value per share from time to time using a variety of methods, including open market, privately negotiated transactions or otherwise. The specific timing and amount of common share repurchases, if any, will depend on a number of factors, including prevailing share prices, trading volume and general market conditions, along with our working capital requirements, cash flow, and other factors. The program does not require us to repurchase any dollar amount or number of common shares and may be suspended or discontinued at any time. As of May 8, 2025, no common shares have been repurchased through the program.

Current report

•an increase of $9.4 million from 2024 and 2025 acquisitions, and

Current report

Rental expenses increased $6.1 million, or 10.0%, to $67.8 million in the three months ended March 31, 2025 compared to $61.7 million in the three months ended March 31, 2024 due primarily to the following:

Current report

•an increase of $2.1 million from 2024 and 2025 acquisitions,

Current report

Interest expense decreased $1.2 million, or 2.8%, to $42.5 million in the three months ended March 31, 2025 compared to $43.7 million in the three months ended March 31, 2024. This decrease is due primarily to the following:

Current report

•a decrease of $0.1 million due to lower weighted average borrowings,

Current report

On March 20, 2025, we amended and restated our $600.0 million unsecured term loan, extending the maturity date to March 20, 2028, plus two one-year extensions, at our option. In addition, we have the right until December 20, 2025 to borrow up to an additional $150.0 million in the form of one or more unsecured term loans. In the next twelve months, we have $644.6 million of debt maturing, of which, $200.0 million is the mortgage loan secured by Bethesda Row, which has two one-year extensions, at our option, that would extend the maturity date to December 28, 2027.

Current report

•a $32.1 million increase in net borrowings on our revolving credit facility to $44.6 million of net borrowings during the three months ended March 31, 2025, as compared to $12.5 million of net borrowings during the three months ended March 31, 2024, and
Removed paragraphs (65)

Previous report

During the nine months ended September 30, 2024, we sold our Third Street Promenade property for $103.0 million, resulting in a gain on sale of $52.0 million.

Previous report

On January 11, 2024, our Operating Partnership issued $485.0 million aggregate principal amount of 3.25% Exchangeable Senior Notes due 2029 (the “Notes”) in a private placement. The notes bear interest at an annual rate of 3.25%, payable semiannually in arrears on January 15 th and July 15 th of each year, beginning July 15, 2024. The notes mature on January 15, 2029, unless earlier exchanged, purchased or redeemed. Net proceeds after the initial purchaser’s discount and offering costs were approximately $471.5 million. Interest expense related to these Notes for the three and nine months ended September 30, 2024 was $4.6 million and $13.3 million, respectively, including debt issuance cost amortization.

Previous report

Prior to the close of business on July 15, 2028, the Notes will be exchangeable at the option of holders only upon certain circumstances and during certain periods. On or after July 15, 2028, until the close of business on the second scheduled trading day immediately preceding the maturity date of the Notes, holders may exchange their Notes at any time. The Operating Partnership will settle exchanges of the Notes by delivering cash up to the principal amount of the Notes exchanged, and if applicable, cash, common shares of the Trust, or a combination thereof at our option, in respect of the remainder, if any, of the exchange obligation in excess of the principal amount. If we elect to settle any portion of the exchange obligation in excess of the principal amount with shares of the Trust, an equivalent number of common units will be issued by the Operating Partnership to the Trust. The exchange rate initially equals 8.1436 common shares per $1,000 principal amount of the Notes (which is equivalent to an exchange price of approximately $122.80 per common share and reflects an exchange premium of approximately 20% based on the closing price of $102.33 on January 8, 2024). The initial exchange rate is subject to adjustment upon the occurrence of certain events, including in the event of a payment of a quarterly common dividend in excess of $1.09 per share, but will not be adjusted for any accrued and unpaid interest.

Previous report

The Operating Partnership may redeem the Notes, at its option, in whole or in part, on or after January 20, 2027 if the last reported sales price of the common shares has been at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive) during any 30 day consecutive trading period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Operating Partnership provides notice of redemption. The redemption price will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

Previous report

In connection with the Notes, we entered into privately negotiated capped call transactions with certain of the initial purchasers of the notes or their affiliates or other financial institutions. The capped call transactions cover, subject to customary adjustments, the number of our common shares that initially underlie the Notes. The capped call transactions are expected generally to reduce the potential dilution to our common shares upon exchange of any Notes and/or offset any cash payments we are required to make in excess of the principal amount of the Notes, with such reduction and/or offset subject to a cap. The cap price of the capped call transaction initially is approximately $143.26 per share, which represents a premium of approximately 40% over the last reported sale price of our common shares of $102.33 on the New York Stock Exchange on January 8, 2024, and is subject to certain adjustments under the terms of the capped call transactions. A portion of the proceeds from the Notes were used to pay the capped call premium of $19.4 million, which is recorded in shareholders' equity for the Trust and capital for the Operating Partnership.

Previous report

On February 6, 2024, we exercised our first option and extended the maturity date of our $600.0 million unsecured term loan to April 16, 2025, with an additional one year extension at our option still available to further extend the loan to April 16, 2026.

Previous report

For the three months ended September 30, 2024, we issued 1,282,938 common shares at a weighted average price per share of $113.27 for net cash proceeds of $143.8 million including paying $1.5 million in commissions and $0.1 million in additional offering expenses related to the sales of these common shares. For the nine months ended September 30, 2024, we issued 2,059,654 common shares (of which, 62,895 were sold during 2023 under our previous ATM equity program) at a weighted average price per share of $109.20 for net cash proceeds of $222.4 million, including paying $2.2 million in commissions and $0.3 million in additional offering expenses related to the sales of these common shares.

Previous report

We also entered into forward sales contracts for the three and nine months ended September 30, 2024 for 709,925 common shares under our ATM equity program at a weighted average offering price of $115.91. The forward price that we will receive upon physical settlement of the agreements is subject to the adjustment for (i) commissions, (ii) floating interest rate factor equal to a specified daily rate less a spread, (iii) the forward purchasers' stock borrowing costs and (iv) schedule dividends during the term of the forward sale agreements. The open forward shares may be settled at any time on or before multiple required settlement dates ranging from September 2025 to December 2025. As of September 30, 2024, we have the capacity to issue up to $199.4 million in common shares under our ATM equity program.

Previous report

On April 1, 2024, we acquired the approximately 10% noncontrolling interest in the partnership that owns our CocoWalk property for $12.4 million, bringing our ownership to 100%.

Previous report

Total property revenue increased $17.0 million, or 5.9%, to $303.6 million in the three months ended September 30, 2024 compared to $286.6 million in the three months ended September 30, 2023. The percentage occupied at our shopping centers was 94.0% and 92.3% at September 30, 2024 and 2023, respectively. Changes in the components of property revenue are discussed below.

Previous report

•an increase of $7.0 million from 2024 acquisitions, and

Previous report

Rental expenses increased $5.3 million, or 9.1%, to $63.9 million in the three months ended September 30, 2024 compared to $58.6 million in the three months ended September 30, 2023. This increase is primarily due to the following:

Previous report

•an increase of $3.1 million from comparable properties due primarily to higher repairs and maintenance costs, utilities, and insurance costs,

Previous report

•an increase of $0.9 million from non-comparable properties due primarily to openings at Pike & Rose Phase IV and Huntington Shopping Center,

Previous report

•an increase of $1.5 million from non-comparable properties due primarily to a successful tax appeal in 2023, and openings at Pike & Rose Phase IV and Darien Commons,

Previous report

Property operating income increased $8.7 million, or 4.5%, to $203.7 million in the three months ended September 30, 2024 compared to $195.0 million in the three months ended September 30, 2023. This increase is primarily driven by higher rental rates and occupancy, 2024 acquisitions, and 2023 and 2024 openings at our non-comparable properties, partially offset by property dispositions, higher rental expenses after recoveries from tenants, and lower lease termination fee income.

Previous report

Operating income increased $5.7 million, or 5.7%, to $105.8 million in the three months ended September 30, 2024 compared to $100.1 million in the three months ended September 30, 2023. This increase is primarily driven by higher rental rates and occupancy, 2024 acquisitions, and 2023 and 2024 openings at our non-comparable properties, partially offset by property dispositions, higher rental expenses after recoveries from tenants, and lower lease termination fee income.

Previous report

Interest expense increased $1.5 million, or 3.5%, to $44.2 million in the three months ended September 30, 2024 compared to $42.7 million in the three months ended September 30, 2023. This increase is due primarily to the following:

Previous report

•an increase of $0.3 million due to higher weighted average borrowings.

Previous report

RESULTS OF OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

Previous report

Total property revenue increased $50.7 million, or 6.0%, to $891.0 million in the nine months ended September 30, 2024 compared to $840.3 million in the nine months ended September 30, 2023. The percentage occupied at our shopping centers was 94.0% and 92.3% at September 30, 2024 and 2023, respectively. Changes in the components of property revenue are discussed below.

Previous report

•an increase of $26.8 million from comparable properties primarily related to higher rental rates of approximately $17.4 million, a $10.6 million increase in recoveries from tenants on higher expenses, and higher average occupancy of approximately $1.6 million, partially offset by a $2.3 million decrease in lease termination fee income and a $1.7 million increase in collectibility related adjustments,

Previous report

•an increase of $13.0 million from non-comparable properties primarily driven by occupancy increases at Pike & Rose Phase IV, Huntington Shopping Center, and Darien Commons,

Previous report

•an increase of $9.6 million from 2024 and 2023 acquisitions, and

Previous report

•an increase of $5.0 million from Escondido Promenade, which was reconsolidated in the second quarter of 2023 after we gained control of the property (see our Annual Report on Form 10-K for the year ended December 31, 2023 for additional information),

Previous report

Total property expenses increased $22.4 million, or 8.4%, to $289.9 million in the nine months ended September 30, 2024 compared to $267.4 million in the nine months ended September 30, 2023. Changes in the components of property expenses are discussed below.

Previous report

Rental expenses increased $15.0 million, or 8.9%, to $184.4 million in the nine months ended September 30, 2024 compared to $169.4 million in the nine months ended September 30, 2023 due primarily to the following:

Previous report

•an increase of $2.6 million from non-comparable properties due primarily to openings at Pike & Rose Phase IV, Huntington Shopping Center, and Darien Commons,

Previous report

•an increase of $1.0 million from Escondido Promenade, which was reconsolidated in the second quarter of 2023 after we gained control of the property,

Showing the first 40 of 65 passages. Open the source sections for the rest.

Reworded paragraphs (55)

Previous wording

•risks associated with general economic conditions, including inflation and local economic conditions in our geographic markets;

Current wording

•risks associated with general economic conditions, including inflation, tariffs, and local economic conditions in our geographic markets;

Previous wording

•risks related to natural disasters, climate change and public health crises (such as the outbreak and worldwide spread of COVID-19), and the measures that international, federal, state and local governments, agencies, law enforcement and/or health authorities implement to address them, may precipitate or materially exacerbate one or more of the above-mentioned risks, and may significantly disrupt or prevent us from operating our business in the ordinary course for an extended period.

Current wording

•risks related to natural disasters, climate change and public health crises (such as worldwide pandemics), and the measures that international, federal, state and local governments, agencies, law enforcement and/or health authorities implement to address them, may precipitate or materially exacerbate one or more of the above-mentioned risks, and may significantly disrupt or prevent us from operating our business in the ordinary course for an extended period.

Previous wording

Federal Realty Investment Trust (the "Parent Company" or the "Trust") is an equity real estate investment trust ("REIT"). Federal Realty OP LP (the "Operating Partnership") is the entity through which the Trust conducts substantially all of its operations and owns substantially all of its assets. The Trust owns 100% of the limited liability company interests of, and is sole member and exercises exclusive control over Federal Realty GP LLC (the "General Partner"), which in turn, is the sole general partner of the Operating Partnership. Unless stated otherwise or the context otherwise requires, "we," "our," and "us" means the Trust and its business and operations conducted through its directly and indirectly owned subsidiaries, including the Operating Partnership. We specialize in the ownership, management, and redevelopment of high quality retail and mixed-use properties. As of September 30, 2024, we owned or had a majority interest in community and neighborhood shopping centers and mixed-use properties which are operated as 102 predominantly retail real estate projects comprising approximately 26.8 million commercial square feet. In total, the real estate projects were 95.9% leased and 94.0% occupied at September 30, 2024.

Current wording

Federal Realty Investment Trust (the "Parent Company" or the "Trust") is an equity real estate investment trust ("REIT"). Federal Realty OP LP (the "Operating Partnership") is the entity through which the Trust conducts substantially all of its operations and owns substantially all of its assets. The Trust owns 100% of the limited liability company interests of, and is sole member and exercises exclusive control over Federal Realty GP LLC (the "General Partner"), which in turn, is the sole general partner of the Operating Partnership. Unless stated otherwise or the context otherwise requires, "we," "our," and "us" means the Trust and its business and operations conducted through its directly and indirectly owned subsidiaries, including the Operating Partnership. We specialize in the ownership, management, and redevelopment of high quality retail and mixed-use properties.

Previous wording

The economy continues to face several issues including inflation risk, high interest rates, andpotentially worsening economic conditions present risks for our business and tenants. We continue to monitor and address risks related to the general state of the economy. We believe that the actions we have taken to improve our financial position and maximize our liquidity, as described further in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2023 Annual Report on Form 10-K, will continue to mitigate the impact to our cash flow caused by tenants not timely paying contractual rent.

Current wording

Significant uncertainty continues within the macro-economic environment including concerns over inflation risk, high interest rates, the introduction of new tariffs and their impact on trade and prices, andpotentially worsening economic conditions, which presents risks for our business and tenants. We continue to monitor and address risks related to the general state of the economy. We believe that the actions we have taken to maintain a strong financial position and reinforce our liquidity will continue to mitigate the negative short term impacts of the current economic environment.

Previous wording

On July 31, 2024, we acquired the fee interest in Pinole Vista Crossing, a 216,000 square foot retail shopping center in Pinole, California for $60.0 million. Approximately $4.2 million of net assets acquired were allocated to other assets for "acquired lease costs," and $4.0 million of net assets acquired were allocated to other liabilities for "below market leases."

Current wording

On February 25, 2025, we acquired the fee interest in Del Monte Shopping Center, a 675,000 square foot, grocery anchored retail shopping center in Monterey, California, for$123.5 million. Approximately $17.7 million and $0.8 million of net assets acquired were allocated to other assets for "acquired lease costs" and "above market leases," respectively, and $23.5 million of net assets acquired were allocated to other liabilities for "below market leases."

Previous wording

On March 8, 2024, we amended our existing at-the-market ("ATM") equity program under which we may from time to time offer and sell common shares. This amendment reset the aggregate offering price of the program to $500.0 million. Our ATM equity program also allows shares to be sold through forward sales contracts. We intend to use the net proceeds to fund potential acquisition opportunities, fund our development and redevelopment pipeline, repay indebtedness and/or for general corporate purposes.

Current wording

On February 14, 2025, we amended our existing at-the-market ("ATM") equity program under which we may from time to time offer and sell common shares. This amendment reset the aggregate offering price of the program to $750.0 million. Our ATM equity program also allows shares to be sold through forward sales contracts. We intend to use the net proceeds to fund potential acquisition opportunities, fund our development and redevelopment pipeline, repay indebtedness and/or for general corporate purposes. As of March 31, 2025, we have the capacity to issue up to $750.0 million in common shares under this program.

Previous wording

Certain external and internal costs directly related to the development, redevelopment and leasing of real estate, including pre-construction costs, real estate taxes, insurance, construction costs and salaries and related costs of personnel directly involved, are capitalized. We capitalized certain external and internal costs related to both development and redevelopment activities of $102 million and $6 million, respectively, for the nine months ended September 30, 2024, and $155 million and $7 million for the nine months ended September 30, 2023. We capitalized external and internal costs related to other property improvements of $74 million and $4 million, respectively, for the nine months ended September 30, 2024, and $66 million and $3 million, respectively, for the nine months ended September 30, 2023. We capitalized external and internal costs related to leasing activities of $14 million and $3 million, respectively, for the nine months ended September 30, 2024, and $13 million and $3 million, respectively, for the nine months ended September 30, 2023. The amount of capitalized internal costs for salaries and related benefits for development and redevelopment activities, other property improvements, and leasing activities were $6 million, $3 million, and $3 million, respectively, for the nine months ended September 30, 2024, and $7 million, $3 million, and $3 million, respectively, for the nine months ended September 30, 2023. Total capitalized costs were $204 million and $247 million for the nine months ended September 30, 2024 and 2023, respectively.

Current wording

Certain external and internal costs directly related to the development, redevelopment and leasing of real estate, including pre-construction costs, real estate taxes, insurance, construction costs and salaries and related costs of personnel directly involved, are capitalized. We capitalized certain external and internal costs related to both development and redevelopment activities of $32 million and $2 million, respectively, for the three months ended March 31, 2025, and $36 million and $2 million for the three months ended March 31, 2024. We capitalized external and internal costs related to other property improvements of $26 million and $1 million, respectively, for the three months ended March 31, 2025, and $27 million and $1 million, respectively, for the three months ended March 31, 2024. We capitalized external and internal costs related to leasing activities of $5 million and $1 million, for both the three months ended March 31, 2025 and 2024. The amount of capitalized internal costs for salaries and related benefits for development and redevelopment activities, other property improvements, and leasing activities were $2 million, $1 million, and $1 million, respectively, for both the three months ended March 31, 2025 and 2024. Total capitalized costs were $68 million and $72 million for the three months ended March 31, 2025 and 2024, respectively.

Previous wording

•expansion of our portfolio through property acquisitions.

Current wording

•expansion of our portfolio through property acquisitions, and

Previous wording

•growth in our portfolio from property redevelopments and expansions, and

Current wording

•growth in our portfolio from property redevelopments and expansions.

Previous wording

Our comparable property growth is primarily driven by increases in rental rates on new leases and lease renewals, changes in portfolio occupancy, and the redevelopment of those assets. Over the long-term, the infill nature and strong demographics of our properties provide a strategic advantage allowing us to maintain relatively high occupancy and generally increase rental rates. We continue to experience strong demand for our commercial space as evidenced by the 2.1 million square feet of comparable retail space leasing we've completed in the last twelve months, and the 1.9% spread between our leased rate of 95.9% and our occupied rate of 94.0%. However, the effects of high levels of inflation and interest rates continue to negatively impact our business with the largest impacts being higher interest costs, increased material costs, and higher operating costs. We continue to see impacts of increased costs for certain construction and other materials that support our development and redevelopment activities. Worsening supply chain disruptions could also result in extended timeframes and/or increased costs for completion of our projects and tenant build-outs, which could delay the commencement of rent payments under new leases. Similarly, if our tenants experience significant disruptions in supply chains supporting their own products, staffing issues due to labor shortages, or are otherwise impacted by worsening economic conditions, their ability to pay rent may be adversely affected. We continue to monitor these macroeconomic developments and are working with our tenants and our vendors to limit the overall impact to our business.

Current wording

Our comparable property growth is primarily driven by increases in rental rates on new leases and lease renewals, changes in portfolio occupancy, and the redevelopment of those assets. Over the long-term, the infill nature and strong demographics of our properties provide a strategic advantage allowing us to maintain relatively high occupancy and generally increase rental rates. We continue to experience strong demand for our commercial space as evidenced by the 2.2 million square feet of comparable space leasing we've completed in the last twelve months, and the 2.1% spread between our leased rate of 95.7% and our occupied rate of 93.6%. However, the effects of inflationary pressures and elevated interest rates continue to negatively impact our business with the largest impacts being higher interest costs, increased material costs, and higher operating costs. Additionally, significant impacts from supply chain disruptions or tariffs could also result in extended time frames and/or increased costs for completion of our projects and tenant build-outs, which could delay the commencement of rent payments under new leases. Similarly, if our tenants experience significant disruptions in supply chains and unexpected impacts of tariffs supporting their own products, staffing issues due to labor shortages, or are otherwise impacted by worsening economic conditions, their ability to pay rent may be adversely affected. We continue to monitor these macroeconomic developments and are working with our tenants and our vendors to limit the overall impact to our business.

Previous wording

•Phase IV at Pike & Rose is a 276,000 square foot office building (which includes 10,000 square feet of ground floor retail space). Approximately 204,000 square feet of the office space is leased, and all of the retail space is leased. The building is expected to cost between $180 million and $190 million, and began delivering in late September 2023. As of September 30, 2024, approximately 164,000 square feet of office space and 5,000 square feet of retail space is open.

Current wording

•Phase IV at Pike & Rose is a 276,000 square foot office building (which includes 10,000 square feet of ground floor retail space). Approximately 250,000 square feet of the office space is leased, of which, 193,000 square feet is open, and all of the retail space is open. The building is expected to cost between $180 million and $190 million, and began delivering in late September 2023.

Previous wording

•Construction on Santana West includes an eight story 369,000 square foot office building, which is expected to cost between $325 million and $335 million. Approximately 193,000 square feet of space is leased, of which 29,000 square feet of space is open as of September 30, 2024.

Current wording

•Construction on Santana West includes an eight story 369,000 square foot office building, which is expected to cost between $325 million and $335 million. Approximately 302,000 square feet of space is leased.

Previous wording

•Throughout the portfolio, we currently have redevelopment projects underway with a projected total cost of approximately $307 million that we expect to stabilize over the next several years.

Current wording

•Throughout the portfolio, we currently have redevelopment projects underway with a projected total cost of approximately $271 million that we expect to stabilize over the next several years.

Previous wording

The above includes our best estimates based on information currently known, however, the completion of construction, final costs, and the timing of leasing and openings may be further impacted by the current environment including the duration and severity of the economic impacts of broader, as well as local, economic conditions, inflation, higher interest rates, and higher operating costs.

Current wording

The above includes our best estimates based on information currently known, however, the completion of construction, final costs, and the timing of leasing and openings may be further impacted by the current environment including the duration and severity of the economic impacts of broader, as well as local, economic conditions, inflation, tariffs, higher interest rates, and higher operating costs.

Previous wording

At September 30, 2024, the leasable commercial square feet in our properties was 95.9% leased and 94.0% occupied. The leased rate is higher than the occupied rate due to leased spaces that are being redeveloped or improved or that are awaiting permits and, therefore, are not yet ready to be occupied. Our occupancy and leased rates are subject to variability over time due to factors including acquisitions, the timing of the start and stabilization of our redevelopment projects, lease expirations and tenant closings and bankruptcies.

Current wording

At March 31, 2025, the leasable commercial square feet in our properties was 95.7% leased and 93.6% occupied. The leased rate is higher than the occupied rate due to leased spaces that are being redeveloped or improved or that are awaiting permits and, therefore, are not yet ready to be occupied. Our occupancy and leased rates are subject to variability over time due to factors including acquisitions, the timing of the start and stabilization of our redevelopment projects, lease expirations and tenant closings and bankruptcies.

Previous wording

For the third quarter of 2024, we signed retail leases for a total of 593,000 square feet of retail space including 581,000 square feet of comparable space leases (leases for which there was a prior tenant) at an average rental increase of 14% on a cash basis. New leases for comparable spaces were signed for 230,000 square feet, with an average rental increase of 20% on a cash basis. Renewals for comparable spaces were signed for 351,000 square feet at a 11% average rental increase on a cash basis. Tenant improvements and incentives for comparable spaces were $26.28 per square foot, of which $65.91 per square foot was for new leases and $0.36 per square foot was for renewals for the three months ended September 30, 2024.

Current wording

For the first quarter of 2025, we signed retail leases for a total of 430,000 square feet of retail space including 369,000 square feet of comparable space leases (leases for which there was a prior tenant) at an average rental increase of 6% on a cash basis. New leases for comparable spaces were signed for 175,000 square feet, with an average rental increase of 2% on a cash basis. Renewals for comparable spaces were signed for 194,000 square feet at a 8% average rental increase on a cash basis. Tenant improvements and incentives for comparable spaces were $19.36 per square foot, of which $39.22 per square foot was for new leases and $1.48 per square foot was for renewals for the three months ended March 31, 2025.

Previous wording

In the past five years, we have executed comparable space leases for 1.6 to 2.1 million square feet of retail space each year and expect the volume in 2024 will be in line with or slightly above these historical averages. Although we expect overall positive increases in annual rent for comparable spaces, changes in annual rent for any individual lease or combinations of individual leases reported in any particular period may be positive or negative and we can provide no assurance that the annual rents on comparable space leases will continue to increase at historical levels, if at all. A decline in current economic conditions could adversely impact our volume of leasing activity and the amount of rent we are able to charge to new or renewing tenants.

Current wording

In the past five years, we have executed comparable space leases for 1.7 to 2.4 million square feet of retail space each year and expect the volume in 2025 will be in line with these historical averages. Although we expect overall positive increases in annual rent for comparable spaces, changes in annual rent for any individual lease or combinations of individual leases reported in any particular period may be positive or negative and we can provide no assurance that the annual rents on comparable space leases will continue to increase at historical levels, if at all. A decline in current economic conditions could adversely impact our volume of leasing activity and the amount of rent we are able to charge to new or renewing tenants.

Previous wording

Throughout this section, we have provided certain information on a “comparable property” basis. Information provided on a comparable property basis includes the results of properties that we owned and operated for the entirety of both periods being compared except for properties that are currently under development or are being repositioned for significant redevelopment and investment. For the three and nine months ended September 30, 2024, all or a portion of 96 and 95 properties, respectively, were considered comparable properties and seven properties were considered non-comparable properties. For the nine months ended September 30, 2024, one property and two portions of properties were moved from non-comparable properties to comparable properties, two properties and one portion of a property were moved from acquisitions to comparable properties, one property was moved from other to comparable properties, as it was reconsolidated, and two properties were removed from comparable as we no longer own the properties; all compared to the designations as of December 31, 2023. While there is judgment surrounding changes in designations, we typically move non-comparable properties to comparable properties once they have stabilized, which is typically considered 90% physical occupancy or when the growth expected from the redevelopment has been included in the comparable periods. We typically remove properties from comparable properties when the repositioning of the asset has commenced and has or is expected to have a significant impact on property operating income within the calendar year. Acquisitions are moved to comparable properties once we have owned the property for the entirety of comparable periods and the property is not under development or being repositioned for significant redevelopment and investment.

Current wording

Throughout this section, we have provided certain information on a “comparable property” basis. Information provided on a comparable property basis includes the results of properties that we owned and operated for the entirety of both periods being compared except for properties that are currently under development or are being repositioned for significant redevelopment and investment. For the three months ended March 31, 2025, all or a portion of 96 properties were considered comparable properties and seven properties were considered non-comparable properties. For the three months ended March 31, 2025, one property was moved from comparable properties to non-comparable properties compared to the designations as of December 31, 2024. While there is judgment surrounding changes in designations, we typically move non-comparable properties to comparable properties once they have stabilized, which is typically considered 90% physical occupancy or when the growth expected from the redevelopment has been included in the comparable periods. We typically remove properties from comparable properties when the repositioning of the asset has commenced and has or is expected to have a significant impact on property operating income within the calendar year. Acquisitions are moved to comparable properties once we have owned the property for the entirety of comparable periods and the property is not under development or being repositioned for significant redevelopment and investment.

Previous wording

Rental income consists primarily of minimum rent, cost reimbursements from tenants and percentage rent, and is net of collectibility related adjustments. Rental income increased $17.0 million, or 5.9%, to $303.4 million in the three months ended September 30, 2024 compared to $286.3 million in the three months ended September 30, 2023 due primarily to the following:

Current wording

Total property revenue increased $17.8 million, or 6.1%, to $309.2 million in the three months ended March 31, 2025 compared to $291.3 million in the three months ended March 31, 2024. The percentage occupied at our shopping centers was 93.6% and 92.0% at March 31, 2025 and 2024, respectively. Rental income consists primarily of minimum rent, cost reimbursements from tenants and percentage rent, and is net of collectibility related adjustments. Other property income includes revenue for our Pike & Rose hotel, parking income, and other incidental income from our properties. The increase in property revenues is due primarily to the following:

Previous wording

•an increase of $7.9 million from comparable properties primarily related to higher rental rates of approximately $5.6 million, a $2.2 million increase in recoveries from tenants on higher expenses, and higher average occupancy of approximately $1.5 million, partially offset by a $1.3 million decrease in lease termination fee income,

Current wording

•an increase of $11.0 million from comparable properties primarily related to higher average occupancy of approximately $3.4 million, higher rental rates of approximately $3.0 million, a $4.5 million increase in recoveries from tenants on higher expenses, and a $0.5 million decrease in collectibility related adjustments,

Previous wording

•an increase of $4.7 million from non-comparable properties primarily driven by occupancy increases at Pike & Rose Phase IV, Huntington Shopping Center, and Darien Commons,

Current wording

•an increase of $1.7 million from non-comparable properties primarily driven by occupancy increases at Santana West, Huntington Shopping Center, and Pike & Rose Phase IV,

Previous wording

Total property expenses increased $8.3 million, or 9.1%, to $100.0 million in the three months ended September 30, 2024 compared to $91.6 million in the three months ended September 30, 2023. Changes in the components of property expenses are discussed below.

Current wording

Total property expenses increased $8.7 million, or 9.0%, to $104.4 million in the three months ended March 31, 2025 compared to $95.7 million in the three months ended March 31, 2024. Changes in the components of property expenses are discussed below.

Previous wording

•an increase of $9.6 million from comparable properties due primarily to higher snow removal costs, higher repairs and maintenance costs and other operating costs, higher utilities and insurance costs, and an increase in management fees on higher revenues,

Current wording

•an increase of $4.7 million from comparable properties due primarily to higher snow removal costs, higher utilities and other operating costs, and an increase in management fees on higher revenues, and

Previous wording

As a result of the changes in rental income and rental expenses as discussed above, rental expenses as a percentage of rental income increased to 21.1% in the three months ended September 30, 2024 from 20.5% in the three months ended September 30, 2023.

Current wording

As a result of the changes in rental income and rental expenses as discussed above, rental expenses as a percentage of rental income increased to 22.4% in the three months ended March 31, 2025 from 21.7% in the three months ended March 31, 2024.

Previous wording

Real estate tax expense increased $3.0 million, or 9.1%, to $36.1 million in the three months ended September 30, 2024 compared to $33.0 million in the three months ended September 30, 2023. This increase is primarily due to the following:

Current wording

Real estate tax expense increased $2.5 million, or 7.4%, to $36.6 million in the three months ended March 31, 2025 compared to $34.1 million in the three months ended March 31, 2024. This increase is primarily due to an increase of $1.4 million from comparable properties primarily due to higher assessments, and an increase of $1.1 million from 2024 and 2025 acquisitions.

Previous wording

Property operating income increased $28.2 million, or 4.9%, to $601.2 million in the nine months ended September 30, 2024 compared to $572.9 million in the nine months ended September 30, 2023. This increase is primarily driven by higher rental rates and average occupancy, 2023 and 2024 openings at our non-comparable properties, 2024 acquisitions, and the reconsolidation of Escondido Promenade during the second quarter of 2023, partially offset by property dispositions, higher rental expenses after recoveries from tenants, and lower lease termination fee income.

Current wording

Property operating income increased $9.2 million, or 4.7%, to $204.8 million in the three months ended March 31, 2025 compared to $195.6 million in the three months ended March 31, 2024. This increase is primarily driven by higher rental rates and average occupancy, 2024 and 2025 acquisitions, 2024 and 2025 openings at our non-comparable properties, and lower collectibility related adjustments, partially offset by property dispositions, and higher rental expenses after recoveries from tenants.

Previous wording

General and administrative expense decreased $2.3 million, or 17.7%, to $10.8 million in the three months ended September 30, 2024 compared to $13.1 million in the three months ended September 30, 2023. This decrease is due primarily to lower personnel related costs.

Current wording

General and administrative expense decreased $1.1 million, or 9.4%, to $10.9 million in the three months ended March 31, 2025 compared to $12.0 million in the three months ended March 31, 2024. This decrease is due primarily to lower personnel related costs.

Previous wording

Depreciation and amortization expense increased $5.3 million, or 6.5%, to $87.0 million in the three months ended September 30, 2024 compared to $81.7 million in the three months ended September 30, 2023. This increase is due primarily to 2024 acquisitions, our investment in comparable properties, the opening of Pike & Rose Phase IV, and placing redevelopment properties into service, partially offset by property dispositions.

Current wording

Depreciation and amortization expense increased $3.5 million, or 4.2%, to $86.9 million in the three months ended March 31, 2025 compared to $83.4 million in the three months ended March 31, 2024. This increase is due primarily to 2024 and 2025 acquisitions, partially offset by property dispositions.

Previous wording

The $52.3 million gain on sale of real estate for the nine months ended September 30, 2024 is due primarily to the sale of Third Street Promenade.

Current wording

The $1.2 million gain on sale of real estate for the three months ended March 31, 2025 is primarily due to the sale of a portion of our White Marsh Other property.

Previous wording

Operating income increased $65.3 million, or 22.0%, to $363.0 million in the nine months ended September 30, 2024 compared to $297.7 million in the nine months ended September 30, 2023. This increase is primarily driven by higher gains on sale of real estate, higher rental rates and average occupancy, 2023 and 2024 openings at our non-comparable properties, 2024 acquisitions, and the reconsolidation of Escondido Promenade during the second quarter of 2023, partially offset by property dispositions, higher rental expenses after recoveries from tenants, and lower lease termination fee income.

Current wording

Operating income increased $7.9 million, or 7.9%, to $108.1 million in the three months ended March 31, 2025 compared to $100.2 million in the three months ended March 31, 2024. This increase is primarily driven by higher rental rates and average occupancy, 2024 and 2025 acquisitions, 2024 and 2025 openings at our non-comparable properties, higher gains on sale of real estate, lower personnel related costs, and lower collectibility related adjustments, partially offset by property dispositions, and higher rental expenses after recoveries from tenants.

Previous wording

•an increase of $0.4 million due to a higher overall weighted average borrowing rate, and

Current wording

•a decrease of $1.6 million due to a lower overall weighted average borrowing rate, and

Previous wording

Gross interest costs were $49.5 million and $48.7 million in the three months ended September 30, 2024 and 2023, respectively. Capitalized interest was $5.2 million and $6.0 million for the three months ended September 30, 2024 and 2023, respectively.

Current wording

Gross interest costs were $47.3 million and $49.0 million in the three months ended March 31, 2025 and 2024, respectively. Capitalized interest was $4.8 million and $5.3 million for the three months ended March 31, 2025 and 2024, respectively.

Previous wording

Due to the nature of our business and strategy, we typically generate significant amounts of cash from operations which is largely paid to our common and preferred shareholders in the form of dividends because as a REIT, the Trust is generally required to make annual distributions to shareholders of at least 90% of our taxable income (cash dividends paid in the nine months ended September 30, 2024 were approximately $277.8 million). Remaining cash flow from operations after regular debt service requirements (including debt service relating to additional or replacement debt, as well as scheduled debt maturities) and dividend payments is used to fund recurring and non-recurring capital projects (such as tenant improvements and redevelopments). We maintain an unsecured $1.25 billion revolving credit facility to fund short term cash flow needs and also look to the public and private debt and equity markets, joint venture relationships, and property dispositions to fund capital expenditures on a long-term basis.

Current wording

Due to the nature of our business and strategy, we typically generate significant amounts of cash from operations which is largely paid to our common and preferred shareholders in the form of dividends because as a REIT, the Trust is generally required to make annual distributions to shareholders of at least 90% of our taxable income (cash dividends paid in the three months ended March 31, 2025 were approximately $96.4 million). Remaining cash flow from operations after regular debt service requirements (including debt service relating to additional or replacement debt, as well as scheduled debt maturities) and dividend payments is used to fund recurring and non-recurring capital projects (such as tenant improvements and redevelopments). We maintain an unsecured $1.25 billion revolving credit facility to fund short term cash flow needs and also look to the public and private debt and equity markets, joint venture relationships, and property dispositions to fund capital expenditures on a long-term basis.

Previous wording

As of September 30, 2024, we had cash and cash equivalents of $97.0 million and no balance outstanding on our $1.25 billion revolving credit facility. For the nine months ended September 30, 2024, the weighted average amount of borrowings outstanding on our revolving credit facility was $37.6 million, and the weighted average interest rate, before amortization of debt fees, was 6.2%. We also have the capacity to issue up to $199.4 million in common shares under our ATM equity program.

Current wording

As of March 31, 2025, we had cash and cash equivalents of $109.2 million and $44.6 million outstanding on our $1.25 billion revolving credit facility. We also have the capacity to issue up to $750.0 million in common shares under our ATM equity program.

Previous wording

Our overall capital requirements for the remainder of 2024 will be impacted by the overall economic environment including impacts of inflation and high interest rates, as well as acquisition opportunities and the level and general timing of our redevelopment and development activities. We currently have development and redevelopment projects in various stages of constructions with remaining costs of $182 million. We expect to incur the majority of these costs in the next two years. We expect overall capital costs to be at levels slightly reduced from 2023 as we complete current redevelopment projects, prepare vacant space for new tenants, and complete the current phase and start on the next phase of our larger mixed use development projects.

Current wording

Our overall capital requirements for the remainder of 2025 will depend on acquisition opportunities, the level and general timing of our redevelopment and development activities, and the overall economic environment. We currently have development and redevelopment projects in various stages of constructions with remaining costs of $204 million. We expect to incur the majority of these costs in the next two years. We expect overall capital costs to be at levels consistent with 2024.

Previous wording

We believe cash flow from operations, the cashon our balance sheet, and our$1.25 billion revolving credit facility will allow us to continue to operate our business in the short-term. Given our ability to access the capital markets, we also expect debt or equity to be available to us, although newly issued debt would likely be at higher interest rates than we currently have outstanding. We also have the ability to delay the timing of certain development and redevelopment projects as well as limit future acquisitions, reduce our operating expenditures, or re-evaluate our dividend policy. We expect these sources of liquidity and opportunities for operating flexibility to allow us to meet our financial obligations over the long term. We intend to operate with and to maintain our long term commitment to a conservative capital structure that will allow us to maintain strong debt service coverage and fixed-charge coverage ratios as part of our commitment to investment-grade debt ratings.

Current wording

We believe cash flow from operations, the cashon our balance sheet, and our$1.25 billion revolving credit facility will allow us to continue to operate our business in the short-term. Given our ability to access the capital markets, we also expect debt or equity financing to be available to us, although newly issued debt would likely be at higher interest rates than we currently have outstanding. We also have the ability to delay the timing of certain development and redevelopment projects as well as limit future acquisitions, reduce our operating expenditures, or re-evaluate our dividend policy. We expect these sources of liquidity and opportunities for operating flexibility to allow us to meet our financial obligations over the long term. We intend to operate with and to maintain our long term commitment to a conservative capital structure that will allow us to maintain strong debt service coverage and fixed-charge coverage ratios as part of our commitment to investment-grade debt ratings.

Previous wording

Net cash provided by operating activities increased $11.8 million to $455.0 million during the nine months ended September 30, 2024 from $443.2 million during the nine months ended September 30, 2023. The increase was primarily due to higher net income after adjusting for non-cash items and gain on sale of real estate, partially offset by the timing of cash receipts related to prepaid rents.

Current wording

Net cash provided by operating activities increased $37.9 million to $179.0 million during the three months ended March 31, 2025 from $141.2 million during the three months ended March 31, 2024. The increase was primarily due to higher collections related to year end recovery billings, timing of cash receipts related to prepaid rent, and higher net income after adjusting for non-cash items and gain on sale of real estate.

Previous wording

Net cash used in investing activities increased $86.8 million to $375.5 million during the nine months ended September 30, 2024 from $288.6 million during the nine months ended September 30, 2023. The increase was primarily attributable to:

Current wording

Net cash used in investing activities increased $114.8 million to $181.8 million during the three months ended March 31, 2025 from $66.9 million during the three months ended March 31, 2024. The increase was primarily attributable to:

Previous wording

•a $214.4 million increase in acquisition of real estate due to the May 2024 acquisition of the fee interest in Virginia Gateway and the July 2024 acquisition of the fee interest in Pinole Vista Crossing (see Note 3 to the consolidated financial statements for additional information), as compared to the January 2023 Huntington Square acquisition and the acquisition of our partner's 22.3% TIC interest in Escondido Promenade in May 2023,

Current wording

•a $120.4 million increase in acquisition of real estate due to the February 2025 acquisition of the fee interest in Del Monte Shopping Center (see Note 3 to the consolidated financial statements for additional information),

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Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

As of March 31, 2025, we owned or had a majority interest in community and neighborhood shopping centers and mixed-use properties which are operated as 103 predominantly retail real estate projects comprising approximately 27.5 million commercial square feet. In total, the real estate projects were 95.7% leased and 93.6% occupied at March 31, 2025.

Current report — wording carried from elsewhere

For the three months ended March 31, 2025, the weighted average amount of borrowings outstanding on our revolving credit facility was $35.1 million, and the weighted average interest rate, before amortization of debt fees, was 5.2%.
Rearranged previous paragraphs (10)

Previous report — wording carried elsewhere

On May 31, 2024, we acquired the fee interest in Virginia Gateway, which is comprised of five adjacent shopping centers in Gainesville, Virginia, totaling 664,000 square feet, for$215.0 million. Approximately $15.8 million and $0.4 million of net assets acquired were allocated to other assets for "acquired lease costs" and "above market leases," respectively, and $13.3 million of net assets acquired were allocated to other liabilities for "below market leases."

Previous report — wording carried elsewhere

For the nine months ended September 30, 2024, we signed retail leases for a total of 1,781,000 square feet of retail space including 1,742,000 square feet of comparable space leases (leases for which there was a prior tenant) at an average rental increase of 11% on a cash basis. New leases for comparable spaces were signed for 766,000 square feet, with an average rental increase of 17% on a cash basis. Renewals for comparable spaces were signed for 977,000 square feet at a 7% average rental increase on a cash basis. Tenant improvements and incentives for comparable spaces were $26.53 per square foot, of which $57.04 per square foot was for new leases and $2.61 per square foot was for renewals for the nine months ended September 30, 2024.

Previous report — wording carried elsewhere

•an increase of $1.1 million from 2024 acquisitions, and

Previous report — wording carried elsewhere

•an increase of $1.1 million from comparable properties due primarily to higher assessments, and

Previous report — wording carried elsewhere

•an increase of $0.7 million from 2024 acquisitions,

Previous report — wording carried elsewhere

(1)Property operating income is a non-GAAP measure that consists of rental income and mortgage interest income, less rental expenses and real estate taxes. This measure is used internally to evaluate the performance of property operations and we consider it to be a significant measure. Property operating income should not be considered an alternative measure of operating results or cash flow from operations as determined in accordance with GAAP. The reconciliation of operating income to property operating income for the nine months ended September 30, 2024 and 2023 is as follows:

Previous report — wording carried elsewhere

Rental income consists primarily of minimum rent, cost reimbursements from tenants and percentage rent, and is net of collectibility related adjustments. Rental income increased $50.7 million, or 6.0%, to $890.2 million in the nine months ended September 30, 2024 compared to $839.5 million in the nine months ended September 30, 2023 due primarily to the following:

Previous report — wording carried elsewhere

•an increase of $1.7 million from 2024 and 2023 acquisitions, and

Previous report — wording carried elsewhere

As a result of the changes in rental income and rental expenses as discussed above, rental expenses as a percentage of rental income increased to 20.7% in the nine months ended September 30, 2024 from 20.2% in the nine months ended September 30, 2023.

Previous report — wording carried elsewhere

•an increase of $5.7 million due to a higher overall weighted average borrowing rate,