SITE Centers Corp.
For the period ended Mar 31, 2026. Filed May 7, 2026.
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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, 2026 · Filed May 7, 2026
SITC$0.67-81.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-05.
0001193125-25-267060
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-07.
0001193125-26-211986
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe 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 167 previous paragraphs and 143 current paragraphs.
56 unchanged; 52 reworded; 32 added; 57 removed; 2 previous and 3 current paragraphs rearranged.
Tables are not compared: 22 previous and 14 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 (32)
Current report
For the three months ended March 31, 2026, the decrease in Net income, as compared to the prior-year period, primarily was the result of impairment charges and a decrease in rental income as a result of property dispositions, offset by the gain on the sale of joint venture interests, increases on gains on the disposition of real estate and interest income and decreases in interest expense, condemnation revenue and depreciation and amortization.
Current report
The Company continues to pursue the marketing and sale of its remaining wholly-owned properties and the monetization of its investment in the Dividend Trust Portfolio (“DTP”) joint venture. The timing of asset sales may be impacted by general economic conditions, local conditions in the markets in which our remaining properties are situated and other property-specific considerations. The Company’s ability and timing to monetize the value of its investment in the DTP joint venture may be impacted by the degree of cooperation of the joint venture partner and the limited rights afforded the Company under the joint venture agreement (including the requirement that the Company obtain the joint venture partner’s consent to the sale of individual joint venture properties or to the Company’s sale of its interest in the joint venture). For risks related to the Company’s strategy, see Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Current report
The Company expects to use proceeds from additional asset sales to pay operating expenses, manage overall liquidity levels, make distributions to shareholders and establish a reserve fund to satisfy projected expenses and known and unknown claims that might arise during the anticipated wind-up of its business. The Company expects to incur significant expenses in connection with the eventual wind-up of its business, including but not limited to the fee applicable to any early termination of the Shared Services Agreement, employee severance costs, discretionary bonuses upon completion of the sales process, costs to terminate office leases, licenses and other operating contracts, professional fees (including fees of accountants and law firms), costs to comply with ongoing reporting requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) (until such time as the Company qualifies for relief therefrom), insurance premiums and potential deductibles (including with respect to a “tail” insurance policy for directors and officers), vendor expenses, costs to resolve and streamline the Company’s subsidiaries and corporate structure and any claims arising under sale agreements for completed dispositions.
Current report
The Company expects that rental income and net income will decrease in future periods as compared to corresponding prior year periods as a result of the significant disposition activity and declining property revenues. However, the Company’s general and administrative expenses will remain elevated prior to the termination of the Shared Services Agreement as a result of the contractual obligations and services owing to Curbline thereunder.
Current report
Leased approximately 18,000 square feet of GLA, including one new lease and eight renewals. As of March 31, 2026, the remaining 2026 lease expirations aggregated approximately 0.2 million square feet of GLA.
Current report
The decrease in Comparable Portfolio Properties is due to lower occupancy, partially offset by an increase in annualized base rent per occupied square foot.
Current report
The net amount reported was primarily attributable to the impact of tenants on the cash basis of accounting and related reserve adjustments.
Current report
The Company recorded $17.5 million of impairment charges for the three months ended March 31, 2026 triggered by a purchase offer received which is currently under negotiation. Impairment charges are presented in Note 6, “Impairment Charges,” to the Company’s consolidated financial statements included herein.
Current report
In 2026, the Company sold its partnership interests in the RVIP IIIB joint venture that owned Deer Park Town Center (Deer Park, Illinois).
Current report
The Company sold two wholly-owned shopping centers in the period ended March 31, 2026.
Current report
FFO and Operating FFO were as follows (in thousands):
Current report
(A)
Current report
The Company requires capital to fund its operating expenses, redevelopment activities and capital expenditures. The Company’s primary capital sources include cash on hand, cash flow from operations and proceeds from ongoing asset sales. The Company does not maintain a revolving credit facility and therefore plans to closely monitor and conservatively manage its liquidity and cash position as it pursues the sale of its remaining properties and monetization of its investment in the DTP joint venture and returns capital to shareholders. The Company expects to maintain sufficient cash reserves with proceeds from asset sales in order to satisfy and discharge expenses projected to be incurred, and any unknown or contingency claims or obligations which might arise, during the subsequent wind-up of its operations. The Company also expects to maintain an elevated cash balance pending resolution of the DTP joint venture in order to maximize the Company’s alternatives for monetizing its joint venture investment, including through the possible exercise of the joint venture’s buy/sell provision.
Current report
The Company had no consolidated indebtedness outstanding at March 31, 2026. As of March 31, 2026, the Company’s unconsolidated joint ventures had $380.6 million of indebtedness ($76.1 million at SITE Centers’ share).
Current report
Investing Activities: Cash from investing activities increased by $82.9 million primarily due to increased proceeds from disposition of real estate of $61.8 million and increased proceeds from the disposition of unconsolidated joint venture interests of $20.7 million.
Current report
No dividends were declared or paid on the Company’s common shares during the three months ended March 31, 2026 and 2025.
Current report
The decision to declare and pay future dividends on the Company’s common shares, as well as the timing, amount and composition of any such future dividends, will be at the discretion of the Company’s Board of Directors. The Company does not currently expect to make regular quarterly dividend payments in the future. The Company expects that the frequency and timing of future dividends will be influenced by operations, sales of its remaining assets and the resolution of the DTP joint venture, though the Company plans to closely monitor and conservatively manage its cash position in order to maintain sufficient cash reserves to satisfy and discharge expenses projected to be incurred, and any unknown or contingency claims or obligations which might arise, during the subsequent wind-up of its operations. The Company also expects to maintain an elevated cash balance pending resolution of the DTP joint venture in order to maximize the Company’s alternatives for monetizing its joint venture investment, including through the possible exercise of the joint venture’s buy/sell provision.
Current report
The Company currently operates in a manner that allows it to qualify as a REIT and generally not be subject to U.S. federal income tax. U.S. federal income tax law generally requires that a REIT distribute annually to holders of its capital stock at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pay tax at regular corporate rates to the extent that it annually distributes less than 100% of its REIT taxable income. The Company may elect to surrender its REIT status in connection with the sale of its remaining assets and the anticipated wind-up of its operations in the event the Company determines that the anticipated benefits to the Company and its shareholders of maintaining REIT qualification do not exceed the related compliance costs or if the nature of the Company’s remaining operations makes compliance with REIT requirements impracticable.
Current report
The Company remains committed to maintaining sufficient liquidity in order to fund its operating expenses, capital expenditures and expenses and liabilities to be incurred during the wind-up of its operations. The Company’s primary capital sources include cash on hand, cash flow from operations and proceeds from sales of its remaining wholly-owned properties and monetization of its investment in the DTP joint venture. The Company does not maintain a revolving credit facility and therefore plans to closely monitor and conservatively manage its cash position and expects to maintain an elevated cash balance pending resolution of the DTP joint venture in order to maximize the Company’s alternatives for monetizing its joint venture investment, including through the possible exercise of the joint venture’s buy/sell provision.
Current report
Future Sales of Wholly-Owned Properties
Current report
The Company continues to pursue the marketing and sale of its remaining wholly-owned properties. The timing of asset sales may be impacted by general economic conditions, local conditions in the markets in which our remaining properties are situated and other property-specific considerations. The majority of the Company’s wholly-owned retail properties are in various stages of contract negotiation or in the process of being marketed for sale, though no assurances can be given that such efforts will result in additional asset sales.
Current report
DTP Joint Venture
Current report
The Company owns a 20% interest in, and acts as the general partner of, the DTP joint venture, a joint venture with certain Chinese institutional investors which owns ten shopping centers located in the United States aggregating approximately 3.4 million square feet of GLA. As of March 31, 2026, the joint venture’s properties were encumbered by a mortgage loan in the aggregate principal amount of approximately $380.6 million which matures on January 11, 2029. The terms of the joint venture agreement contain restrictions on when and how the Company can monetize the value of its interests in the joint venture and generally requires the partner’s consent in order for the Company to sell its interest in the joint venture or the underlying properties owned by the joint venture. The Company is in discussions with its joint venture partner regarding options to resolve the joint venture and continues to maintain an elevated cash balance in order to maximize the Company’s alternatives for monetizing its joint venture investment, including through the possible exercise of the joint venture’s buy-sell provision.
Current report
2026 Transactions Activity
Current report
We expect that the NYSE would commence the de-listing of the Company’s common shares from the exchange if (i) the average closing price of the Company’s common shares were to fall below $1.00 per share over a 30-consecutive-day trading period, (ii) the Company’s average market capitalization were to fall below $15 million over a 30‑consecutive-day trading period or (iii) the Company were to lose or terminate its REIT qualification (unless the resulting entity qualifies for an original listing as a corporation). The NYSE also has certain discretionary authority to de-list the Company’s common shares on an involuntary basis. The Company expects to voluntarily de-list its common shares from the NYSE as future distributions cause its stock price to approach levels that would trigger involuntary de-listing. If the Company’s common shares are de-listed, shareholders may have difficulty trading their common shares on the secondary market. De-listing would also eliminate the requirement that the Company’s Board of Directors be composed of a majority of independent directors.
Current report
The Company continues to witness retailer demand for space at shopping centers located in communities exhibiting favorable demographics, population growth and limited new construction of competing retail properties, though leasing conditions at certain of the Company’s remaining wholly-owned properties are challenged by local conditions, existing vacancy and other property-specific complexities.
Current report
The Company may have difficulty realizing value from its DTP joint venture on account of its limited control over the joint venture and contractual restrictions set forth in the joint venture agreement;
Current report
The Company may be unable to accurately project costs and expenses relating to its disposition and wind-up strategy and may encounter exposure to unexpected claims, liabilities or costs in connection therewith;
Current report
The Company may encounter loss of key personnel or disruptions in its property management or accounting functions in connection with the decreasing size of its operations;
Current report
The Company may require greater time and financial resources to complete redevelopment projects (including construction obligations owing to Curbline Properties under the Shared Services Agreement) as a result of various factors, many of which are beyond the Company’s control, resulting in increased construction costs;
Current report
The Company does not maintain a revolving credit facility or investment grade rating and may encounter difficulties in obtaining financing on reasonable terms, or at all, to operate its business;
Current report
Any de-listing of the Company’s common shares from the NYSE could adversely impact shareholders’ ability to sell shares when desired and the price obtained therefor;
Removed paragraphs (57)
Previous report
On October 1, 2024, the Company completed the spin-off of Curbline Properties Corp. (“Curbline” or “Curbline Properties”), pursuant to which the Company contributed 79 convenience properties, $800 million of unrestricted cash and certain other assets, liabilities and obligations to Curbline Properties. The spin-off was effected pursuant to the Separation and Distribution Agreement, dated as of October 1, 2024, among the Company, Curbline, and Curbline Properties LP, a subsidiary of Curbline (the “Operating Partnership”). To govern certain ongoing relationships between the Company, Curbline and the Operating Partnership, the Company entered into a Tax Matters Agreement, an Employee Matters Agreement, a Shared Services Agreement and other agreements. The spin-off of the convenience properties represented a strategic shift in the Company’s business and, as such, the Curbline properties were considered as held for sale as of October 1, 2024, and are reflected as discontinued operations for the three and nine months ended September 30, 2024. Except as otherwise noted, operating statistics cited in this Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2024 have been adjusted to exclude discontinued operations and properties sold during the year ended December 31, 2024.
Previous report
From July 1, 2023 to December 31, 2024, the Company generated approximately $3.1 billion of gross proceeds from sales of properties for the purpose of acquiring additional convenience properties, capitalizing Curbline and, together with proceeds from the closing and funding of a $530.0 million mortgage loan (the “Mortgage Facility”), redeeming and/or repaying all of the Company’s outstanding unsecured indebtedness and preferred shares. As of November 5, 2025, the Company had generated approximately $380.9 million of additional gross proceeds from the sale of seven shopping centers during 2025, of which approximately $60.4 million was used to repay indebtedness outstanding under the Mortgage Facility. As of November 5, 2025, the Company had also entered into agreements to sell five properties for an aggregate sales price of approximately $292.1 million (subject to adjustment for certain closing pro-rations, allocations, credits and closing costs and prior to the required repayment of approximately $160.8 million of related mortgage indebtedness and payment of an estimated make-whole premium of approximately $7.3 million) for which the buyers’ general due diligence periods had expired. These transactions are expected to close in the fourth quarter of 2025. The
Previous report
Going forward, the Company intends to realize value through operations and to consider various factors, including market conditions and differences between the public and private valuations of its portfolio, in evaluating when to pursue additional asset sales. The timing of any additional sales may also be impacted by interim leasing, tactical redevelopment activities and other asset management initiatives intended to maximize value. The Company generally expects to use proceeds from any additional asset sales to fund operations, repay outstanding indebtedness where applicable and make distributions to shareholders.
Previous report
The Company expects that rental income and net operating income will decrease in future periods as compared to corresponding prior year periods as a result of the spin-off of Curbline, the significant volume of dispositions completed in 2024 and 2025 and the impact of tenant bankruptcies. The Company expects that its future dividend policy will be influenced by operations and asset sales, though the Company’s distribution of any sale proceeds to shareholders will be subject to collateral release and repayment requirements set forth in the terms of the Company’s indebtedness and management of liquidity and overall leverage levels in connection with ongoing operations.
Previous report
Growth opportunities within the Company’s portfolio include rental rate increases, continued lease-up of the portfolio, and rent commencement with respect to recently executed leases.
Previous report
Transaction and Investment Highlights
Previous report
Sold seven wholly-owned shopping centers for an aggregate sales price of $380.9 million, of which approximately $60.4 million was utilized to repay indebtedness;
Previous report
Declared special cash dividends of $1.50 and $3.25 per common share on June 17, 2025 and August 1, 2025 which were paid on July 15, 2025 and August 29, 2025, respectively, and
Previous report
Announced a special cash dividend of $1.00 per common share on October 21, 2025 to be paid on November 14, 2025.
Previous report
Leased approximately 457,000 square feet of GLA, including 15 new leases and 53 renewals all on a pro-rata basis. As of September 30, 2025, the Company has addressed substantially all of its remaining 2025 lease expirations.
Previous report
The decrease in Lease termination fees, ancillary and other rental income is primarily due to asset sales and lease termination fees for the nine months ended September 30, 2024 of $1.3 million.
Previous report
The Company recorded impairment charges in the current and prior year triggered by a change in the hold period assumptions.
Previous report
The decrease in General and administrative expenses for the nine months ended September 30, 2025 is primarily due to the transfer of some of the Company’s employees to Curbline at the time of the spin-off.
Previous report
The weighted-average debt outstanding and related weighted-average interest rate are as follows:
Previous report
In 2025, consisted of write-offs of loan costs and payments of debt extinguishment costs due the release of sold properties from the Mortgage Facility of $1.1 million. In 2024, primarily related to write-offs of loan costs and commitment fees and payment of debt extinguishment costs due to the termination of a mortgage financing commitment ($21.2 million), a revolving credit facility ($3.9 million), redemption of certain senior unsecured notes ($6.7 million), pay-off of a term loan ($0.9 million) and the release of properties from the Mortgage Facility ($10.1 million).
Previous report
(D)
Previous report
Related to the prior year repurchase of senior unsecured notes due in 2025, 2026 and 2027 for total cash consideration, including expenses, of $87.1 million and fair value discount write-off.
Previous report
(E)
Previous report
In 2024, derivative mark-to-market impact related to the partial hedge on the potential interest rate impact to yield maintenance premiums on outstanding senior unsecured notes. The hedge was terminated in conjunction with the redemption of certain senior unsecured notes and the Company received a cash payment of $1.3 million during the three months ended September 30, 2024.
Previous report
(F)
Previous report
In May 2024, the Company acquired its partner’s 80% interest in one asset previously owned by the DDRM Properties Joint Venture (Meadowmont Village, Chapel Hill, North Carolina) for $35.4 million and stepped up its 20% interest due to change in control.
Previous report
(C)
Previous report
The Company sold six wholly-owned shopping centers in 2025 and sold 40 wholly-owned shopping centers and one parcel at a wholly-owned shopping center in 2024. See “— Sources and Uses of Capital”.
Previous report
(D)
Previous report
The spin-off of the convenience properties to Curbline on October 1, 2024, represented a strategic shift in the Company’s business and, as such, the Curbline properties are reflected as discontinued operations in the consolidated financial statements on a retrospective basis.
Previous report
The decrease in net income, as compared to the prior-year period, primarily was the result of an increase in impairment charges, lower gains from dispositions of real estate recognized in 2025 as compared to the prior-year period, a decrease in rental income due to net property dispositions and the Curbline spin-off in 2024 and a decrease in interest income, partially offset by a decrease in the write-off of fees related to a mortgage financing commitment, Curbline transaction costs, interest expense, preferred dividend expense and an increase in fee and other income.
Previous report
FFO and Operating FFO attributable to common shareholders were as follows (in thousands):
Previous report
(B) For the three and nine months ended September 30, 2024, includes $32.6 million and $42.8 million, respectively, of debt extinguishment costs.
Previous report
The Company requires capital to fund its operating expenses, capital expenditures and obligations. The Company’s primary capital sources include cash flow from operations, debt financings and proceeds from asset sales. The Company remains committed to monitoring the duration of its indebtedness, to maintaining prudent leverage levels in an effort to manage its overall risk profile while maintaining strategic flexibility and to closely monitoring liquidity and its cash position following the termination of its revolving credit facility in August 2024.
Previous report
As of September 30, 2025, the Company had $251.3 million aggregate principal amount of consolidated indebtedness outstanding consisting of the Mortgage Facility secured by 10 assets having an outstanding principal balance of $152.6 million and a mortgage loan secured by Nassau Park Pavilion having an outstanding principal balance of $98.7 million. As a result of asset sales and related loan repayments consummated subsequent to quarter-end, as of November 5, 2025, the Mortgage Facility had an outstanding principal balance of $146.5 million and was secured by nine assets. In addition, as of September 30, 2025, the Company’s unconsolidated joint ventures had $441.0 million of indebtedness ($106.2 million at SITE Centers’ share).
Previous report
The Company’s consolidated and unconsolidated debt obligations generally require monthly payments of principal and/or interest over the term of the obligation. While the Company currently believes it may be able to obtain additional debt financing in order to fund its business, no assurance can be provided that these obligations will be refinanced or repaid as currently anticipated. Any new debt financings may also entail higher rates of interest than the indebtedness being refinanced, which could have an adverse effect on the Company’s operations.
Previous report
The outstanding indebtedness of the Company’s unconsolidated joint ventures at September 30, 2025, which matures in the subsequent 13-month period (i.e., through October 2026), consists of $60.4 million ($30.0 million at SITE Centers’ share) which can be extended in accordance with the loan documents.
Previous report
Investing Activities: Cash provided by investing activities decreased $1,501.3 million primarily due to the following:
Previous report
Decrease in real estate assets acquired, developed and improved of $274.6 million;
Previous report
Decrease in proceeds from disposition of real estate of $1,775.2 million and
Previous report
Decrease in distributions from unconsolidated joint ventures of $0.9 million.
Previous report
Decrease in repayment of senior unsecured notes, mortgage debt, debt issuance costs, Curbline loan costs and loan commitment fees of $1,823.6 million; partially offset by a decrease in proceeds from the Mortgage Facility of $530.0 million;
Previous report
Decrease in repurchase of common shares in conjunction with equity award plans and dividend reinvestment plan of $4.7 million and
Previous report
Increase in dividends paid of $126.3 million.
Previous report
The Company declared special cash common dividends of $250.3 million during the nine months ended September 30, 2025. The Company declared common and preferred cash dividends of $63.1 million for the nine months ended September 30, 2024.
Showing the first 40 of 57 passages. Open the source sections for the rest.
Reworded paragraphs (52)
Previous wording
The Company is a self-administered and self-managed Real Estate Investment Trust (“REIT”) in the business of owning, leasing, acquiring, redeveloping and managing shopping centers. As of September 30, 2025, the Company’s portfolio consisted of 27 shopping centers (including 11 shopping centers owned through unconsolidated joint ventures). At September 30, 2025, the Company owned approximately 7.2 million square feet of gross leasable area (“GLA”) through all its shopping center properties (wholly-owned and joint venture). In addition, the Company owns two adjacent office buildings located in Beachwood, Ohio, totaling approximately 339,000 square feet of GLA, a portion of which currently serves as the Company’s headquarters.
Current wording
The Company is a self-administered and self-managed Real Estate Investment Trust (“REIT”) in the business of owning, leasing, redeveloping and managing shopping centers. As of March 31, 2026, the Company’s portfolio consisted of 16 shopping centers (including 10 shopping centers owned through an unconsolidated joint venture). At March 31, 2026, the Company owned approximately 4.4 million square feet of gross leasable area (“GLA”) through all its shopping center properties (wholly-owned and joint venture). In addition, the Company owns two adjacent office buildings located in Beachwood, Ohio, totaling approximately 339,000 square feet of GLA, a portion of which currently serves as the Company’s headquarters.
Previous wording
Company is also in various stages of marketing or contract negotiations for the sale of several other properties, though no assurances can be given that such efforts will result in additional asset sales, particularly in light of the dynamic interest rate environment and uncertain capital markets and economic conditions.
Current wording
The majority of the Company’s wholly-owned retail properties are in various stages of contract negotiations or in the process of being marketed for sale, though no assurances can be given that such efforts will result in additional asset sales.
Previous wording
Operational highlights for the Company through September 30, 2025, include the following (excluding discontinued operations and properties sold in 2024):
Current wording
Operational highlights for the Company through March 31, 2026, include the following:
Previous wording
For the comparable leases executed in the nine months ended September 30, 2025, the Company generated cash lease spreads on a pro rata basis of (17.6)% for three new leases (9,347 square feet of GLA) and 2.2% for 53 renewals. Leasing spreads are a key metric in real estate, representing the percentage increase of rental rates on new and renewal leases over rental rates on existing leases, though leasing spreads exclude consideration of the amount of capital expended in connection with new leasing activity. The Company’s cash lease spreads calculation includes only those deals that were executed within one year of the date the prior tenant vacated, in addition to other factors that limit comparability;
Current wording
For the comparable leases executed in the three months ended March 31, 2026, the Company generated cash lease spreads on a pro rata basis of 16.7% for new leases and 1.9% for renewals. Leasing spreads are a key metric in real estate, representing the percentage increase of rental rates on new and renewal leases over rental rates on existing leases, though leasing spreads exclude consideration of the amount of capital expended in connection with new leasing activity. The Company’s cash lease spreads calculation includes only those deals that were executed within one year of the date the prior tenant vacated, in addition to other factors that limit comparability, and as a result, is a useful benchmark to compare the average annualized base rent of expiring leases with the comparable executed market rental rates;
Previous wording
Total portfolio average annualized base rent per square foot was $19.62 at September 30, 2025, as compared to $19.64 at December 31, 2024 and $19.60 at September 30, 2024, all on a pro rata basis;
Current wording
Total portfolio average annualized base rent per square foot was $20.00 at March 31, 2026, as compared to $22.61 at December 31, 2025 and $19.75 at March 31, 2025, all on a pro rata basis, respectively;
Previous wording
The aggregate occupancy of the Company’s operating shopping center portfolio was 86.7% at September 30, 2025, as compared to 90.6% at December 31, 2024 and 89.8% at September 30, 2024, all on a pro rata basis and
Current wording
The aggregate occupancy of the Company’s operating shopping center portfolio was 84.9% at March 31, 2026, as compared to 85.9% at December 31, 2025 and 89.4% at March 31, 2025, all on a pro rata basis; and
Previous wording
For new leases executed in the nine months ended September 30, 2025, the Company expended a weighted-average cost of tenant improvements and lease commissions estimated at $6.32 per rentable square foot, on a pro rata basis, over the lease term, as compared to $6.85 per rentable square foot for the full year of 2024. The Company generally does not expend a significant amount of capital on lease renewals.
Current wording
For new leases executed in the three months ended March 31, 2026, the Company expended a weighted-average cost of tenant improvements and lease commissions estimated at $3.53 per rentable square foot, on a pro rata basis, over the lease term, as compared to $6.26 per rentable square foot for the full year of 2025. The Company generally does not expend a significant amount of capital on lease renewals.
Previous wording
The comparability of year-over-year and period-over-period operating metrics has been increasingly impacted by the level and composition of the Company’s disposition activities and the reduced size of the Company’s portfolio.
Current wording
The comparability of year-over-year operating metrics has been increasingly impacted by the level and composition of the Company’s disposition activities and the reduced size of the Company’s portfolio.
Previous wording
The spin-off of Curbline Properties in October 2024 represented a strategic shift in the Company’s business and, as such, the Curbline properties are reflected in the financial results as discontinued operations for all periods presented. Consolidated shopping center properties owned as of January 1, 2024, are referred to herein as the “Comparable Portfolio Properties.”
Current wording
Consolidated shopping center properties owned as of January 1, 2025, are referred to herein as the “Comparable Portfolio Properties.”
Previous wording
The following tables summarize the key components of the rental income (in thousands):
Current wording
The following table summarizes the key components of Rental income (in thousands):
Previous wording
The changes in base and percentage rental income for the nine months ended September 30, 2025, were due to the following (in millions):
Current wording
The changes in base and percentage rental income were due to the following (in millions):
Previous wording
At September 30, 2025 and 2024, the Company owned 16 and 22 wholly-owned shopping center properties, respectively, with an aggregate occupancy rate of 86.0% and 89.7%, respectively, and average annualized base rent per occupied square foot of $19.80 and $19.78, respectively. The decrease in occupancy rate was primarily due to transactional activity.
Current wording
At March 31, 2026 and 2025, the Company owned six and 22 wholly-owned properties as of each balance sheet date that had an aggregate occupancy rate of 80.3% and 89.2% and an average annualized base rent per occupied square foot of $25.02 and $19.95, respectively. The decrease in occupancy rate and increase in average annualized base rent per occupied square foot was due to a combination of transactional activity, the mix of properties sold and overall decreases in occupancy.
Previous wording
Recoveries from tenants were approximately 68.6% and 82.3% of operating expenses and real estate taxes for the nine months ended September 30, 2025 and 2024, respectively. The decrease in the recovery percentage primarily was due to transactional activity and the remaining mix of properties.
Current wording
Recoveries from tenants were approximately 43.2% and 70.9% of operating expenses and real estate taxes for the three months ended March 31, 2026 and 2025, respectively. The decrease in the recovery percentage was due to a combination of transactional activity, the mix of properties sold and overall decreases in occupancy.
Previous wording
For the nine months ended September 30, 2025, Fee and other income included $8.4 million of other property revenues in conjunction with the resolution of a condemnation proceeding with the State of Florida relating to business damages and compensation for land taken in 2022 at the Shoppes at Paradise Pointe. Otherwise, Fee and other income was primarily earned from the Company’s unconsolidated joint ventures and Curbline Properties. Changes in the number of assets under management will impact the amount of revenue recorded in future periods. The Company or its joint venture partners may also elect to terminate their joint venture arrangements in connection with a change in investment strategy or otherwise.
Current wording
The decrease in Fee and other income primarily resulted from $8.4 million of other property revenue recorded during the three months ended March 31, 2025 in conjunction with the resolution of the condemnation proceedings with the State of Florida relating to business damages and compensation for land taken in 2022 at the Shoppes at Paradise Pointe partially offset by the increase in fees from Curbline Properties. Fee and other income is primarily earned from Curbline Properties and the Company’s unconsolidated joint ventures.
Previous wording
The changes for the nine months ended September 30, 2025, were due to the following (in millions):
Current wording
The changes were due to the following (in millions):
Previous wording
In 2024, the Company simplified its debt structure. As of September 30, 2025, the Company’s consolidated indebtedness consisted of two outstanding mortgages (the Mortgage Facility and a mortgage loan encumbering Nassau Park Pavilion) with an aggregate outstanding balance of $251.3 million and a weighted average interest rate (based on contractual rates and excluding amortization of debt issuance costs) of 6.8% at September 30, 2025. At September 30, 2025, the weighted-average maturity (without extensions) was 1.8 years.
Current wording
As of March 31, 2026, the Company had no outstanding indebtedness. As of March 31, 2025, the Company’s consolidated indebtedness consisted of a cross-collateralized mortgage facility and a mortgage loan encumbering Nassau Park Pavilion with an aggregate outstanding balance of $306.3 million and a weighted-average interest rate (based on contractual rates excluding amortization of debt issuance costs) of 6.9% per annum.
Previous wording
Related to excess cash primarily as a result of sale proceeds maintained in money market accounts.
Current wording
Related to excess cash as a result of sale proceeds maintained in money market accounts.
Previous wording
In 2025, primarily consists of an adjustment to reflect the fair value of services provided to Curbline relative to the fees and fair value of the services received from Curbline under the Shared Services Agreement.
Current wording
Primarily consists of the adjustment to reflect the fair value of services provided to Curbline Properties relative to the fees and fair value of services received from Curbline Properties under the Shared Services Agreement.
Previous wording
The reduction in Equity in net (loss) income of joint ventures is the result of the gains recognized in 2024 from joint venture property sales and an increase in interest expense in 2025. During the nine months ended September 30, 2024, the DDRM Properties Joint Venture sold one shopping center for $36.5 million ($7.3 million at the Company’s share) in addition to selling its remaining asset to the Company for $44.2 million ($35.4 million at the Company’s share), for which the Company recorded a Gain on sale and change in control of interest. At both September 30, 2025 and 2024, the Company had an economic investment in unconsolidated joint ventures which owned 11 shopping center properties. Joint venture property sales or the termination of joint venture arrangements could significantly impact the amount of income or loss recognized in future periods, and the amount of proceeds allocated to the Company from the conclusion of the Company’s joint venture relationships may vary based on joint venture return calculations and promoted structures.
Current wording
At March 31, 2026 and 2025, the Company had an economic investment in unconsolidated joint ventures which owned ten and 11 shopping center properties, respectively. The termination of joint venture or joint venture property sales could significantly impact the amount of income or loss recognized in future periods. See Note 2, “Investments in and Advances to Joint Ventures,” in the Company’s consolidated financial statements included herein.
Previous wording
For the nine months ended September 30, 2025, the decrease in net income, as compared to the prior-year period, primarily was the result of an increase in impairment charges, lower gains from dispositions of real estate recognized in 2025 as compared to the prior-year period, a decrease in rental income due to net property dispositions and the Curbline spin-off in 2024 and a decrease in interest income, partially offset by a decrease in the write-off of fees related to a mortgage financing commitment, Curbline transaction costs, interest expense, preferred dividend expense and an increase in fee and other income.
Current wording
The decrease in net income in the period ended March 31, 2026, as compared to the prior-year period, primarily was the result of impairment charges and a decrease in rental income as a result of property dispositions, offset by the gain on the sale of joint venture interests, increases on gains on the disposition of real estate and interest income and decreases in interest expense, condemnation revenue and depreciation and amortization.
Previous wording
The Company believes that Funds from Operations (“FFO”) and Operating FFO, both non-GAAP financial measures, provide additional and useful means to assess the financial performance of REITs. FFO and Operating FFO are frequently used by the real estate industry, as well as securities analysts, investors and other interested parties, to evaluate the performance of REITs. The Company also believes that FFO and Operating FFO more appropriately measure the core operations of the Company and provide benchmarks to its peer group.
Current wording
The Company believes that Funds from Operations (“FFO”) and Operating FFO, both non-GAAP financial measures, provide additional and useful means to assess the financial performance of REITs. FFO and Operating FFO are frequently used by the real estate industry, as well as securities analysts, investors and other interested parties, to evaluate the performance of REITs. The
Previous wording
FFO is generally defined and calculated by the Company as net income (loss) (computed in accordance with GAAP), adjusted to exclude (i) preferred share dividends, (ii) gains and losses from disposition of real estate property and related investments, which are presented net of taxes, (iii) impairment charges on real estate property and related investments, (iv) gains and losses from changes in control and (v) certain non-cash items. These non-cash items principally include real property depreciation and amortization of intangibles, and equity income (loss) from joint ventures and adding the Company’s proportionate share of FFO from its unconsolidated joint ventures determined on a consistent basis. The Company’s calculation of FFO is consistent with the definition of FFO provided by the National Association of Real Estate Investment Trusts ("NAREIT").
Current wording
FFO is generally defined and calculated by the Company as net income (loss) (computed in accordance with GAAP), adjusted to exclude (i) gains and losses from disposition of real estate property and related investments, which are presented net of taxes, (ii) impairment charges on real estate property and related investments and (iii) certain non-cash items. These non-cash items principally include real property depreciation and amortization of intangibles and equity income (loss) from joint ventures and adding the Company’s proportionate share of FFO from its unconsolidated joint ventures, determined on a consistent basis. The Company’s calculation of FFO is consistent with the definition of FFO provided by the National Association of Real Estate Investment Trusts (“NAREIT”).
Previous wording
The Company believes that certain charges, income and gains recorded in its operating results are not comparable or reflective of its core operating performance. Operating FFO is useful to investors as the Company removes non-comparable charges, income and gains to analyze the results of its operations and assess performance of the core operating real estate portfolio. As a result, the Company also computes Operating FFO and discusses it with the users of its financial statements, in addition to other measures such as net income (loss) determined in accordance with GAAP and FFO. Operating FFO is generally defined and calculated by the Company as FFO excluding certain charges, income and gains/losses that management believes are not comparable and indicative of the results of the Company’s operating real estate portfolio. Such adjustments include gains/losses on the early extinguishment of debt, certain transaction fee income, transaction costs and other restructuring type costs, including employee separation costs. The disclosure of these adjustments is regularly requested by users of the Company’s financial statements.
Current wording
The Company believes that certain charges, income and gains recorded in its operating results are not comparable or reflective of its core operating performance. Operating FFO is useful to investors as the Company removes non-comparable charges, income and gains to analyze the results of its operations and assess performance of the core operating real estate portfolio. As a result, the Company also computes Operating FFO and discusses it with the users of its financial statements, in addition to other measures such as net income (loss) determined in accordance with GAAP and FFO. Operating FFO is generally defined and calculated by the Company as FFO excluding certain charges, income and gains/losses that management believes are not comparable and indicative of the results of the Company’s operating real estate portfolio. Such adjustments include condemnation revenue, gains/losses on the early extinguishment of debt, certain transaction fee income, transaction costs and other restructuring type costs, including employee separation costs. The disclosure of these adjustments is regularly requested by users of the Company’s financial statements.
Previous wording
These measures of performance are used by the Company for several business purposes and by other REITs. The Company uses FFO and/or Operating FFO in part (i) as a disclosure to improve the understanding of the Company’s operating results among the investing public, (ii) as a measure of a real estate asset company’s performance, (iii) to influence acquisition, disposition and capital investment strategies and (iv) to compare the Company’s performance to that of other publicly traded shopping center REITs.
Current wording
These measures of performance are used by the Company for several business purposes and by other REITs. The Company uses FFO and/or Operating FFO in part as a disclosure to improve the understanding of the Company’s operating results among the investing public and as a measure of a real estate asset company’s performance.
Previous wording
Management recognizes the limitations of FFO and Operating FFO when compared to GAAP’s net income. FFO and Operating FFO do not represent amounts available for dividends, capital replacement or expansion, debt service obligations or other commitments and uncertainties. Management does not use FFO or Operating FFO as an indicator of the Company’s cash obligations and funding requirements for future commitments, acquisitions or development activities. Neither FFO nor Operating FFO represents cash generated from operating activities in accordance with GAAP, and neither is necessarily indicative of cash available to fund cash needs. Neither FFO nor Operating FFO should be considered an alternative to net income (computed in accordance with GAAP) or as an alternative to cash flow as a measure of liquidity. FFO and Operating FFO are simply used as additional indicators of the
Current wording
Management recognizes the limitations of FFO and Operating FFO when compared to GAAP’s net income. FFO and Operating FFO do not represent amounts available for dividends, capital replacement or expansion or other commitments and uncertainties. Management does not use FFO or Operating FFO as an indicator of the Company’s cash obligations and funding requirements for future commitments or development activities. Neither FFO nor Operating FFO represents cash generated from operating activities in accordance with GAAP, and neither is necessarily indicative of cash available to fund cash needs. Neither FFO nor Operating FFO should be considered an alternative to net income (computed in accordance with GAAP) or as an alternative to cash flow as a measure of liquidity. FFO and Operating FFO are simply used as additional indicators of the Company’s operating performance. The Company believes that to further understand its performance, FFO and Operating FFO should be compared with the Company’s reported net income and considered in addition to cash flows determined in accordance with GAAP, as presented in its consolidated financial statements. Reconciliations of these measures to their most directly comparable GAAP measure of net income have been provided below.
Previous wording
The decrease in FFO for the nine months ended September 30, 2025, as compared to the prior-year period, was primarily attributable to lower NOI as a result of property dispositions and the spin-off of Curbline Properties and lower interest income, partially offset by increased fee and other income, decreased interest expense and preferred dividend expense and decreased debt related charges. The decrease in Operating FFO was primarily due to the spin-off of Curbline Properties, lower NOI as a result of property dispositions and lower interest income, partially offset by decreased interest expense, no preferred dividend expense and decreased debt related charges.
Current wording
The decrease in FFO for the period ended March 31, 2026, as compared to the prior-year period, was primarily attributable to the impact of net property dispositions and condemnation revenue recorded in the prior-year period ended March 31, 2025, partially offset by an increase in interest income and a decrease in interest expense. The decrease in Operating FFO generally was due to the impact of net property dispositions partially offset by decreased interest expense and an increase in interest income.
Previous wording
The Company’s reconciliation of net income attributable to common shareholders computed in accordance with GAAP to FFO attributable to common shareholders and Operating FFO attributable to common shareholders is as follows (in thousands). The Company provides no assurances that these charges and gains are non-recurring. These charges and gains could reasonably be expected to recur in future results of operations:
Current wording
The Company’s reconciliation of net income computed in accordance with GAAP to FFO and Operating FFO is as follows (in thousands). The Company provides no assurances that these charges and gains are non-recurring. These charges and gains could reasonably be expected to recur in future results of operations.
Previous wording
(A) At September 30, 2025 and 2024, the Company had an economic investment in unconsolidated joint ventures which owned 11 shopping center properties. These joint ventures represent the investments in which the Company recorded its share of equity in net income or loss and, accordingly, FFO and Operating FFO.
Current wording
At March 31, 2026 and 2025, the Company had an economic investment in unconsolidated joint ventures which owned ten and 11 shopping center properties, respectively. These joint ventures represent the investments in which the Company recorded its share of equity in net income or loss and, accordingly, FFO and Operating FFO.
Previous wording
The Company expects that operating expenses, redevelopment obligations and capital expenditures will generally be financed through cash provided from operating activities and asset sales. At September 30, 2025, the Company had an unrestricted cash balance of $128.2 million, of which approximately $52.7 million will be used in November 2025 to pay the special cash dividend of $1.00 per common share announced in October 2025. As of September 30, 2025, the Company anticipates that it has approximately $28.4 million to be incurred to complete redevelopment projects at properties owned by Curbline pursuant to the terms of the Separation and Distribution Agreement. The Company believes it has sufficient liquidity to operate its business at this time.
Current wording
At March 31, 2026, the Company had an unrestricted cash balance of $193.5 million. As of March 31, 2026, the Company anticipates that it has approximately $15.4 million to be incurred to complete redevelopment projects at properties owned by Curbline pursuant to the terms of the Separation and Distribution Agreement.
Previous wording
No assurance can be provided that these obligations will be refinanced or repaid as currently anticipated. Any future deterioration in property-level revenues may cause the Company or one or both of its joint ventures to be unable to refinance maturing obligations or satisfy applicable covenants, financial tests or debt service requirements or loan maturity extension conditions in the future, thereby allowing the mortgage lender to assume control of property cash flows, limit distributions of cash to joint venture members, declare a default, increase the interest rate or accelerate the loan’s maturity. In addition, rising interest rates or challenged transaction markets may adversely impact the ability of the Company or its joint ventures to sell assets at attractive prices in order to repay indebtedness.
Current wording
No assurance can be provided that outstanding indebtedness of the Company’s remaining joint venture will be refinanced or repaid as currently anticipated. Any future deterioration in property-level revenues may cause the joint venture to be unable to refinance maturing obligations or satisfy applicable covenants, financial tests or debt service requirements or loan maturity extension conditions in the future, thereby allowing the mortgage lender to assume control of property cash flows, limit distributions of cash to joint venture members, declare a default, increase the interest rate or accelerate the loan’s maturity. In addition, rising interest rates or challenged transaction markets may adversely impact the ability of the Company’s remaining joint venture to sell assets at attractive prices in order to repay indebtedness.
Previous wording
Changes in cash flow for the nine months ended September 30, 2025, compared to the prior comparable period, are as follows:
Current wording
Changes in cash flow for the period ended March 31, 2026, compared to the prior comparable period are as follows:
Previous wording
Operating Activities: Cash provided by operating activities decreased $115.1 million primarily due to changes in working capital from disposition activity and a decrease in interest income partially offset by an increase in fee and other income related to the condemnation proceeds.
Current wording
Operating Activities: Cash provided by operating activities decreased by $10.0 million primarily due to lower operating income as a result of disposition activity partially offset by increase in interest income and a decrease in interest expense.
Previous wording
Financing Activities: Cash used for financing activities decreased $1,171.9 million primarily due to the following:
Current wording
Financing Activities: Cash used for financing activities decreased by $0.5 million primarily due to the scheduled principal payments made on the Company’s mortgage debt during the period ended March 31, 2025.
Previous wording
In 2022, the Company’s Board of Directors authorized a common share repurchase program. Under the terms of the program, the Company is authorized to repurchase up to a maximum value of $100 million of its common shares. Through September 30, 2025, the Company had repurchased 0.5 million of its common shares in open market transactions under this program at an aggregate cost of approximately $26.6 million.
Current wording
In 2022, the Company’s Board of Directors authorized a common share repurchase program. Under the terms of the program, the Company is authorized to repurchase up to a maximum value of $100 million of its common shares. As of March 31, 2026, the Company had repurchased an aggregate of 0.5 million of its common shares under this program at an aggregate cost of $26.6 million.
Previous wording
The Company selectively evaluates additional tactical redevelopment potential within the portfolio, particularly as it relates to the efficient use of the underlying real estate, which includes expanding, improving and re-tenanting various properties. The Company generally expects to commence construction on redevelopment projects only after substantial tenant leasing has occurred. At September 30, 2025, the Company had approximately $4.4 million in construction in progress in various active re-tenanting projects at Company-owned properties. At September 30, 2025, the estimated cost to complete redevelopment projects at properties owned by Curbline pursuant to the terms of the Separation and Distribution Agreement was approximately $28.4 million.
Current wording
At March 31, 2026, the estimated cost to complete redevelopment projects at properties owned by Curbline pursuant to the terms of the Separation and Distribution Agreement was approximately $15.4 million.
Previous wording
At September 30, 2025, the Company’s capitalization consisted of $251.3 million of debt and $472.5 million of market equity (calculated as the common shares outstanding multiplied by $9.01, the closing price of the Company’s common shares on the New York Stock Exchange at September 30, 2025, the last trading day of September 2025).
Current wording
At March 31, 2026, the Company’s capitalization consisted of $283.4 million of market equity (calculated as the number of common shares outstanding multiplied by $5.40, the closing price of the Company’s common shares on the New York Stock Exchange (the “NYSE”) at March 31, 2026).
Previous wording
Management seeks to maintain access to the capital resources necessary to manage the Company’s balance sheet and to repay upcoming maturities. Accordingly, the Company may seek to obtain funds through additional debt financings or asset sales. In connection with the spin-off of Curbline, the Company used proceeds from the Mortgage Facility together with proceeds from asset sales to repay all of the Company’s outstanding unsecured indebtedness and therefore no longer maintains a revolving line of credit or an investment grade rating. The Company may not be able to obtain financing on favorable terms, or at all.
Current wording
In connection with the spin-off of Curbline, the Company used proceeds from the cross-collateralized mortgage facility together with proceeds from asset sales to repay all of the Company’s outstanding unsecured indebtedness and therefore no longer maintains a revolving line of credit or an investment grade rating. The Company may not be able to obtain financing on favorable terms, or at all, and therefore conservatively manages its cash balances and proceeds from asset sales in order to maintain the capital needed to fund its operations.
Previous wording
In conjunction with the re-tenanting of vacancies at its shopping centers, the Company had entered into commitments with general contractors aggregating approximately $0.3 million for its properties (excluding Curbline redevelopment activities noted below) as of September 30, 2025. These obligations, composed principally of construction contracts, are generally due within 12 to 24 months, as the related construction costs are incurred, and are expected to be financed through cash on hand, operating cash flows or asset sales. These contracts typically can be changed or terminated without penalty.
Current wording
In conjunction with the redevelopment and re-tenanting of various shopping centers, the Company had entered into commitments with general contractors aggregating approximately $0.1 million for its properties (excluding Curbline redevelopment noted below) as of March 31, 2026. These obligations, composed principally of construction contracts, are generally due within 12 to 24 months, as the related construction costs are incurred, and are expected to be financed through cash on hand, operating cash flows or asset sales. These contracts typically can be changed or terminated without penalty.
Previous wording
Additionally, the Separation and Distribution Agreement contains obligations to complete certain redevelopment projects at properties that are owned by Curbline. As of September 30, 2025, such redevelopment projects were estimated to cost $28.4 million to complete.
Current wording
Additionally, the Separation and Distribution Agreement contains obligations to complete certain redevelopment projects at properties that are owned by Curbline. As of March 31, 2026, such redevelopment projects were estimated to cost $15.4 million to complete.
Previous wording
The Company routinely enters into contracts for the maintenance of its properties. These contracts typically can be canceled upon 30 to 60 days’ notice without penalty. At September 30, 2025, the Company had purchase order obligations, typically payable within one year, aggregating approximately $0.4 million related to the maintenance of its properties and general and administrative expenses.
Current wording
The Company routinely enters into contracts for the maintenance of its properties. These contracts typically can be canceled upon 30 to 60 days’ notice without penalty. At March 31, 2026, the Company had purchase order obligations, typically payable within one year, aggregating approximately $0.3 million related to the maintenance of its properties and general and administrative expenses.
Showing the first 40 of 52 pairs. Open the source sections for the rest.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
Company also believes that FFO and Operating FFO more appropriately measure the core operations of the Company.
Current report — wording carried from elsewhere
The Company believes it has sufficient liquidity to operate its business at this time.
Current report — wording carried from elsewhere
Potential conflicts of interest with Curbline Properties and
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Transaction and investment highlights through November 5, 2025 include the following:
Previous report — wording carried elsewhere
Company’s operating performance. The Company believes that to further understand its performance, FFO and Operating FFO should be compared with the Company’s reported net income (loss) and considered in addition to cash flows determined in accordance with GAAP, as presented in its consolidated financial statements. Reconciliations of these measures to their most directly comparable GAAP measure of net income (loss) have been provided below.