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KITE REALTY GROUP TRUST

For the period ended Jun 30, 2025. Filed Jul 31, 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.

Jun 30, 2025 · Filed Jul 31, 2025

KRG$25.45-1.0%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 2025-03-31; filed 2025-04-30.

0001286043-25-000039

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-30; filed 2025-07-31.

0001286043-25-000090

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 156 previous paragraphs and 184 current paragraphs.

95 unchanged; 55 reworded; 23 added; 6 removed; 0 previous and 11 current paragraphs rearranged.

Tables are not compared: 17 previous and 23 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 (23)

Current report

Effective July 4, 2025, certain changes to U.S. tax law were approved that impact us and our shareholders. Among other changes, this legislation (i) permanently extends the 20% deduction for “qualified REIT dividends” for individuals and other non-corporate taxpayers under Section 199A of the Internal Revenue Code (the “Code”), (ii) increases the percentage limit under the REIT asset test applicable to taxable REIT subsidiaries from 20% to 25% for taxable years beginning after December 31, 2025, and (iii) increases the base on which the 30% interest deduction limit under Section 163(j) of the Code applies by excluding depreciation, amortization, and depletion from the definition of “adjusted taxable income” (i.e., based on EBITDA rather than EBIT) for taxable years beginning after December 31, 2024.

Current report

(1)We contributed this previously wholly owned property into a newly formed joint venture with GIC (the “GIC Portfolio Joint Venture”) and have retained a 52% noncontrolling interest in the property.

Current report

The decrease in fee income is primarily due to development fees earned during the three months ended June 30, 2024 related to the development of a hotel on the Pam Am Plaza site that did not reoccur in 2025.

Current report

Property operating expenses increased $0.3 million, or 1.1%, due to the following(in thousands):

Current report

The net increase of $0.1 million in property operating expenses for properties that were fully operational during 2024 and 2025 is primarily due to increases in the following: (i) $0.2 million in insurance expenses, (ii) $0.2 million in landscaping and repairs and maintenance expenses, and (iii) $0.2 million in administrative expenses, offset by a $0.6 million decrease in non-recoverable operating expenses. As a percentage of revenue, property operating expenses increased from 13.4% to 13.5% due to an increase in revenue in 2025.

Current report

Real estate taxes increased $0.2 million, or 0.6%, due to the following(in thousands):

Current report

General, administrative and other expenses increased $0.4 million, or 3.3%, primarily due to higher costs incurred related to travel and an increase in bank fees in 2025.

Current report

Based on a reduction in the expected future hold period (see Note 4 to the accompanying consolidated financial statements), we recognized a $66.2 million impairment charge during the three months ended June 30, 2024 related to City Center, a retail operating property in the New York MSA. No impairment charges were recorded during the three months ended June 30, 2025.

Current report

We recorded a net gain on sales of operating properties of $103.0 million for the three months ended June 30, 2025 on the sales of Stoney Creek Commons and Fullerton Metrocenter and the contribution of three previously wholly owned properties to the GIC Portfolio Joint Venture compared to a net loss on sales of operating properties of $1.2 million on the sale of Ashland & Roosevelt for the three months ended June 30, 2024.

Current report

Property operating expenses increased $2.1 million, or 3.6%, due to the following(in thousands):

Current report

Real estate taxes increased $1.4 million, or 2.6%, due to the following(in thousands):

Current report

Depreciation and amortization expense decreased $3.6 million, or 1.8%, due to the following(in thousands):

Current report

Based on a reduction in the expected future hold period (see Note 4 to the accompanying consolidated financial statements), we recorded a $66.2 million impairment charge during the six months ended June 30, 2024 related to City Center, a retail operating property in the New York MSA. No impairment charges were recorded during the six months ended June 30, 2025.

Current report

We recorded a net gain on sales of operating properties of $103.1 million for the six months ended June 30, 2025 on the sales of Stoney Creek Commons and Fullerton Metrocenter and the contribution of three previously wholly owned properties to the GIC Portfolio Joint Venture compared to a net loss on sales of operating properties of $1.5 million primarily on the sale of Ashland & Roosevelt for the six months ended June 30, 2024.

Current report

Other income, net decreased $3.4 million primarily due to a decrease in interest income earned during the six months ended June 30, 2025 compared to the prior year.

Current report

(3)Same Property NOI for all periods presented includes 52% of the NOI from the three previously wholly owned properties that were contributed to the GIC Portfolio Joint Venture in June 2025.

Current report

(2)Includes the Company’s pro rata share from unconsolidated joint ventures.

Current report

(1)Pro forma adjustments relate to current quarter GAAP operating income for the sale of Fullerton Metrocenter and the sale of a 48% interest in three previously wholly owned properties that were contributed to the newly formed GIC Portfolio Joint Venture in June 2025, as well as the Legacy West Joint Venture’s acquisition of Legacy West in April 2025, both of which joint ventures the Company owns a 52% noncontrolling interest.

Current report

Comparison of the Six Months Ended June 30, 2025 to the Six Months Ended June 30, 2024

Current report

•We invested $253.9 million in the Legacy West unconsolidated joint venture during the six months ended June 30, 2025;

Current report

•We received net proceeds of $232.5 million from the sale of Stoney Creek Commons and Fullerton Metrocenter and the contribution of three previously wholly owned properties to the GIC Portfolio Joint Venture during the six months ended June 30, 2025 compared to net proceeds of $34.7 million from the sale of Ashland and Roosevelt and four parcels of land during the six months ended June 30, 2024;
Removed paragraphs (6)

Previous report

Property operating expenses increased $1.7 million, or 6.2%, due to the following(in thousands):

Previous report

Real estate taxes increased $1.2 million, or 4.6%, due to the following(in thousands):

Previous report

Comparison of the Three Months Ended March 31, 2025 to the Three Months Ended March 31, 2024

Previous report

•We received net proceeds of $1.8 million from the sale of land at Broadstone Station during the three months ended March 31, 2024. We did not sell any land during the three months ended March 31, 2025; and
Reworded paragraphs (55)

Previous wording

•insurance costs and coverage, especially in Florida and Texas coastal areas;

Current wording

•insurance costs and coverage, especially in Florida and Texas coastal areas and North Carolina;

Previous wording

As of March 31, 2025, we own interests in 180 operating retail properties totaling approximately 27.8 million square feet, excluding two operating retail properties classified as held for sale as of March 31, 2025, and two office properties with 0.4 million square feet. Of the 180 operating retail properties, 10 contain an office component. We also own interests in one development project under construction as of March 31, 2025 and an additional two properties with future redevelopment opportunities.

Current wording

As of June 30, 2025, we own interests in 179 operating retail/mixed-used properties, including 171 wholly owned shopping centers and eight shopping centers owned through four unconsolidated joint ventures, totaling approximately 29.4 million square feet, excluding two operating retail properties classified as held for sale as of June 30, 2025, and two standalone office properties with 0.4 million square feet. Of the 179 operating retail/mixed-use properties, 11 contain an office component. We also own interests in one development project under construction as of June 30, 2025 and an additional two properties with future redevelopment opportunities.

Previous wording

We continue to monitor the impact of inflation and tariffs on our operating and financial performance. Although inflation has moderated significantly from peak levels experienced during 2022, inflation may increase in the near future given the recent enactment of tariffs on all imported goods and targeting specific countries by the U.S. government. These tariffs may lead to higher prices for many of the products that our tenants sell, potentially reducing consumer demand and spending and impacting our tenants’ sales volume. This, in turn, could put downward pricing pressure on rents that we are able to charge to new or renewing tenants, such that rent spreads and, in some cases, our percentage rents could be impacted. Additionally, uncertainty regarding the scope and duration of the current and potential tariffs can lead to significant business uncertainty, affecting our tenants’ strategic planning and store expansion plans. Many of our leases contain provisions designed to mitigate the adverse impact of inflation, including stated rent increases and requirements for tenants to pay a share of operating expenses, including common area maintenance, real estate taxes, insurance, or other operating expenses related to the maintenance of our properties, with escalation clauses in most leases. Over the past two years, we have made significant progress in executing leases that include higher fixed-rent increases while also including consumer price index-based, anti-gouging protection for tenants. However, the stated rent increases or limits on such tenant’s obligation to pay its share of operating expenses could be lower than the increase in inflation at any given time. Inflation may also increase labor or other general and administrative expenses, which cannot be easily reduced.

Current wording

We continue to monitor the impact of inflation and tariffs on our operating and financial performance. Although inflation has moderated significantly from peak levels experienced during 2022, inflation may increase in the near future given the enactment of tariffs on all imported goods and targeting specific countries by the U.S. government in 2025. These tariffs may lead to higher prices for many of the products that our tenants sell, potentially reducing consumer demand and spending and impacting our tenants’ sales volume. This, in turn, could put downward pricing pressure on rents that we are able to charge to new or renewing tenants, such that rent spreads and, in some cases, our percentage rents could be impacted. Additionally, uncertainty regarding the scope and duration of the current and potential tariffs can lead to significant business uncertainty, affecting our tenants’ strategic planning and store expansion plans. Many of our leases contain provisions designed to mitigate the adverse impact of inflation, including stated rent increases and requirements for tenants to pay a share of operating expenses, including common area maintenance, real estate taxes, insurance, or other operating expenses related to the maintenance of our properties, with escalation clauses in most leases. Over the past two years, we have made significant progress in executing leases that include higher fixed-rent increases while also including consumer price index-based, anti-gouging protection for tenants. However, the stated rent increases or limits on such tenant’s obligation to pay its share of operating expenses could be lower than the increase in inflation at any given time. Inflation may also increase labor or other general and administrative expenses, which cannot be easily reduced.

Previous wording

During the first quarter of 2025, we executed new and renewal leases on 182 individual spaces totaling 843,829 square feet (13.7% cash leasing spread on 126 comparable leases). New leases were signed on 58 individual spaces for 169,703 square feet of gross leasable area (“GLA”) (15.6% cash leasing spread on 26 comparable leases), while non-option renewal leases were signed on 91 individual spaces for 331,781 square feet of GLA (20.1% cash leasing spread on 67 comparable leases) and option renewals were signed on 33 individual spaces for 342,345 square feet of GLA (7.0% cash leasing spread). The blended cash spread for comparable new and non-option renewal leases was 18.7%. Comparable new and renewal leases are defined as those for which the space was occupied by a tenant within the last 12 months.

Current wording

During the second quarter of 2025, we executed new and renewal leases on 170 individual spaces totaling 1,214,631 square feet (17.0% cash leasing spread on 133 comparable leases). New leases were signed on 64 individual spaces for 342,658 square feet of gross leasable area (“GLA”) (31.3% cash leasing spread on 38 comparable leases), while non-option renewal leases were signed on 63 individual spaces for 223,294 square feet of GLA (19.7% cash leasing spread on 52 comparable leases) and option renewals were signed on 43 individual spaces for 648,679 square feet of GLA (8.2% cash leasing spread). The blended cash spread for comparable new and non-option renewal leases was 25.5%. Comparable new and renewal leases are defined as those for which the space was occupied by a tenant within the last 12 months.

Previous wording

The comparability of results of operations for the three months ended March 31, 2025 and 2024 is affected by our development, redevelopment, and operating property acquisition and disposition activities during these periods. Therefore, we believe it is most useful to review the comparisons of our results of operations for these periods in conjunction with the discussion of our activities during those periods, which is set forth below.

Current wording

The comparability of results of operations for the three and six months ended June 30, 2025 and 2024 is affected by our development, redevelopment, and operating property acquisition and disposition activities during these periods. Therefore, we believe it is most useful to review the comparisons of our results of operations for these periods in conjunction with the discussion of our transaction activities during those periods, which is set forth below.

Previous wording

Subsequent to March 31, 2025, we acquired a 52% interest in Legacy West, a 344,076 square foot, mixed-use operating retail property in the Dallas/Ft. Worth MSA, in a joint venture with GIC for a gross purchase price of $785.0 million, including the assumption of $304.0 million of debt with an interest rate of 3.80%. Our share of the purchase price is $408.2 million. Legacy West also contains 443,553 square feet of office space and 782 multifamily units.

Current wording

(1)We acquired a 52% interest in Legacy West in a joint venture with GIC for a gross purchase price of $785.0 million, including the assumption of $304.0 million of debt with an interest rate of 3.80%. Our share of the purchase price is $408.2 million. Legacy West also contains 443,553 square feet of office space and 782 multifamily units.

Previous wording

The following operating property was sold during the period from January 1, 2024 through March 31, 2025:

Current wording

The following operating properties were sold during the period from January 1, 2024 through June 30, 2025:

Previous wording

In addition to the above disposition, Stoney Creek Commons, an 84,094 square foot multi-tenant retail property in the Indianapolis MSA, is classified as held for sale as of March 31, 2025 and was sold on April 4, 2025.

Current wording

In addition to the above dispositions, Humblewood Shopping Center, an 85,682 square foot multi-tenant retail property in the Houston MSA, is classified as held for sale as of June 30, 2025 and was sold on July 21, 2025.

Previous wording

Rental income (including tenant reimbursements) increased $13.4 million, or 6.5%, due to the following(in thousands):

Current wording

Rental income (including tenant reimbursements) increased $5.3 million, or 2.6%, due to the following(in thousands):

Previous wording

The net increase of $11.4 million in rental income for properties that were fully operational during 2024 and 2025 is primarily due to increases in the following: (i) base minimum rent of $6.6 million due to contractual rent changes and improving occupancy, (ii) lease termination income of $4.8 million, and (iii) tenant reimbursements of $2.2 million due to higher recoverable common area maintenance expenses. These variances were partially offset by an increase in bad debt expense of $1.4 million and a decrease in overage rent of $0.6 million and ancillary income of $0.2 million. The occupancy of the fully operational properties increased from 91.2% for the three months ended March 31, 2024 to 91.9% for the three months ended March 31, 2025.

Current wording

The net increase of $4.6 million in rental income for properties that were fully operational during 2024 and 2025 is primarily due to increases in the following: (i) base minimum rent of $2.4 million due to contractual rent changes, (ii) lease termination income of $1.9 million, (iii) tenant reimbursements of $0.4 million due to higher recoverable common area maintenance expenses, and (iv) overage rent of $0.3 million. These variances were partially offset by a decrease in ancillary income of $0.3 million. The occupancy of the fully operational properties decreased from 91.3% for the three months ended June 30, 2024 to 90.4% for the three months ended June 30, 2025.

Previous wording

Depreciation and amortization expense decreased $2.1 million, or 2.1%, due to the following(in thousands):

Current wording

Depreciation and amortization expense decreased $1.4 million, or 1.4%, due to the following(in thousands):

Previous wording

The net decrease of $0.3 million in depreciation and amortization at properties that were fully operational during 2024 and 2025 is primarily due to the timing of placing assets in service and writing-off tenant-related assets as a result of tenant move-outs along with certain assets acquired in the October 2021 merger with RPAI that became fully depreciated in 2024.

Current wording

The net increase of $1.0 million in depreciation and amortization at properties that were fully operational during 2024 and 2025 is primarily due to the timing of placing assets in service and writing-off tenant-related assets as a result of tenant move-outs.

Previous wording

Other income, net increased $0.4 million primarily due to an increase in interest income earned during the three months ended March 31, 2025.

Current wording

Other income, net decreased $3.8 million primarily due to a decrease in interest income earned during the three months ended June 30, 2025 compared to the prior year.

Previous wording

Other property-related revenue primarily consists of parking revenues, gains on the sale of land, and other miscellaneous activity. This revenue increased by $0.9 million primarily as a result of the receipt of $0.7 million of insurance proceeds during the three months ended March 31, 2025 related to a hail storm at one of our properties.

Current wording

Other property-related revenue primarily consists of parking revenues, gains on the sale of land, and other miscellaneous activity. This revenue decreased by $0.9 million primarily as a result of no land sales being completed during the six months ended June 30, 2025 compared to $1.9 million of gains on the sale of land realized during the six months ended June 30, 2024, partially offset by the receipt of $0.7 million of insurance proceeds during the six months ended June 30, 2025 related to a hail storm at one of our properties.

Previous wording

We recorded fee income of $0.4 million and $0.3 million during the three months ended March 31, 2025 and 2024, respectively, from property management and development services provided to third parties and unconsolidated joint ventures. The increase in fee income is primarily related to development fees earned related to phase two of the development of a corporate campus for Republic Airways at Hamilton Crossing Centre.

Current wording

We recorded fee income of $1.3 million and $3.8 million during the six months ended June 30, 2025 and 2024, respectively, from property management and development services provided to third parties and unconsolidated joint ventures. The decrease in fee income is primarily due to development fees earned during the six months ended June 30, 2024 related to the development of a hotel on the Pam Am Plaza site that did not reoccur in 2025.

Previous wording

The net increase of $1.4 million in property operating expenses for properties that were fully operational during 2024 and 2025 is primarily due to increases in the following: (i) snow removal expenses of $0.8 million, (ii) insurance expenses of $0.6 million, and (iii) utilities of $0.2 million. As a percentage of revenue, property operating expenses decreased from 13.5% to 13.4% due to an increase in revenue in 2025.

Current wording

The net increase of $1.4 million in property operating expenses for properties that were fully operational during 2024 and 2025 is primarily due to increases in the following: (i) snow removal expenses of $0.8 million, (ii) insurance expenses of $0.7 million, and (iii) utilities of $0.3 million, partially offset by a $0.7 million decrease in non-recoverable expenses. As a percentage of revenue, property operating expenses were flat at 13.5%.

Previous wording

The net increase of $1.2 million in real estate taxes for properties that were fully operational during 2024 and 2025 is primarily due to higher real estate tax assessments at certain properties in the portfolio in 2025 and a decrease in real estate tax refunds received during the three months ended March 31, 2025. The majority of real estate tax expense is recoverable from tenants and such recovery is reflected within “Rental income” in the accompanying consolidated statements of operations and comprehensive income.

Current wording

The net increase of $1.1 million in real estate taxes for properties that were fully operational during 2024 and 2025 is primarily due to higher real estate tax assessments and lower capitalized real estate taxes at certain properties in the portfolio in 2025, partially offset by an increase in real estate tax refunds received during the six months ended June 30, 2025. The majority of real estate tax expense is recoverable from tenants and such recovery is reflected within “Rental income” in the accompanying consolidated statements of operations and comprehensive income (loss).

Previous wording

General, administrative and other expenses decreased $0.5 million, or 4.1%, primarily due to lower costs incurred related to travel and a decrease in corporate communication expenses in 2025.

Current wording

General, administrative and other expenses decreased $0.1 million, or 0.4%, primarily due to a decrease in corporate communication expenses and franchise taxes in 2025.

Previous wording

Interest expense increased $2.6 million, or 8.5%, primarily due to interest incurred on the $350.0 million in aggregate principal amount of 4.95% senior unsecured notes due 2031 (the “Notes Due 2031”) issued in August 2024 and less favorable interest rate swaps in 2025 compared to the prior year, partially offset by a decrease in interest incurred on the unsecured term loans.

Current wording

Interest expense increased $5.7 million, or 9.2%, primarily due to interest incurred on the $350.0 million in aggregate principal amount of 4.95% senior unsecured notes due 2031 (the “Notes Due 2031”) issued in August 2024, an increase in interest incurred on the Company’s unsecured revolving line of credit due to increased borrowings, and less favorable interest rate swaps in 2025 compared to the prior year, partially offset by a decrease in interest incurred on the unsecured term loans and private placement notes.

Previous wording

During the three months ended March 31, 2024, we recognized a $2.3 million gain on sale of unconsolidated property related to our share of the gain on the sale of Glendale Center Apartments. No such gain was recorded during the three months ended March 31, 2025.

Current wording

During the six months ended June 30, 2024, we recognized a $2.3 million gain on sale of unconsolidated property related to our share of the gain on the sale of Glendale Center Apartments. No such gain was recorded during the six months ended June 30, 2025.

Previous wording

We also use same property NOI (“Same Property NOI”), a non-GAAP financial measure, to evaluate the performance of our properties. Same Property NOI is net income excluding properties that have not been owned for the full periods presented. Same Property NOI also excludes (i) net gains from outlot sales, (ii) straight-line rent revenue, (iii) lease termination income in excess of lost rent, (iv) amortization of lease intangibles, and (v) significant prior period expense recoveries and adjustments, if any. When we receive payments in excess of any accounts receivable for terminating a lease, Same Property NOI will include such excess payments as monthly rent until the earlier of the expiration of 12 months or the start date of a replacement tenant. We believe that Same Property NOI is helpful to investors as a measure of our operating performance because it includes only the NOI of properties that have been owned for the full periods presented. We believe such presentation eliminates disparities in net income due to the acquisition or disposition of properties during the particular periods presented and thus provides a more consistent metric for the comparison of our properties. Same Property NOI includes the results of properties that have been owned for the entire current and prior year reporting periods.

Current wording

We also use same property NOI (“Same Property NOI”), a non-GAAP financial measure, to evaluate the performance of our properties. Same Property NOI is net income excluding properties that have not been owned for the full periods presented. Same Property NOI also excludes (i) net gains from outlot sales, (ii) straight-line rent revenue, (iii) lease termination income in excess of lost rent, (iv) amortization of lease intangibles, and (v) significant prior period expense recoveries and adjustments, if any. When we receive payments in excess of any accounts receivable for terminating a lease, Same Property NOI will include such excess payments as monthly rent until the earlier of the expiration of 12 months or the start date of a replacement tenant. We believe that Same Property NOI is helpful to investors as a measure of our operating performance because it includes only the NOI of properties that have been owned for the full periods presented. We believe such presentation eliminates disparities in net income due to the acquisition or disposition of properties during the particular periods presented and thus provides a more consistent metric for the comparison of our properties. Same Property NOI includes the results of properties that have been owned for the entire current and prior year reporting periods. Same Property NOI for all periods presented includes 52% of the NOI from the three previously wholly owned properties that were contributed to the GIC Portfolio Joint Venture in June 2025.

Previous wording

For the three months ended March 31, 2025, the Same Property Pool excludes the following:

Current wording

For the three and six months ended June 30, 2025, the Same Property Pool excludes the following:

Previous wording

•office properties, including Carillon medical office building, which was reclassified from active redevelopment into our office portfolio in December 2024.

Current wording

•standalone office properties, including the Carillon medical office building, which was reclassified from active redevelopment into our office portfolio in December 2024.

Previous wording

The following table presents Same Property NOI and a reconciliation to net income (loss) attributable to common shareholders for the three months ended March 31, 2025 and 2024(dollars in thousands):

Current wording

The following table presents Same Property NOI and a reconciliation to net income (loss) attributable to common shareholders for the three and six months ended June 30, 2025 and 2024(dollars in thousands):

Previous wording

(1)Same Property NOI excludes the following: (i) properties acquired or placed in service during 2024 and 2025; (ii) The Corner – IN, which was reclassified from active development into our operating portfolio in March 2025; (iii) our active development project at One Loudoun Expansion; (iv) Hamilton Crossing Centre and Edwards Multiplex – Ontario, which were reclassified from our operating portfolio into redevelopment in June 2014 and March 2023, respectively; (v) properties sold or classified as held for sale during 2024 and 2025; and (vi) office properties, including Carillon medical office building, which was reclassified from active redevelopment into our office portfolio in December 2024.

Current wording

Loudoun Expansion; (iv) Hamilton Crossing Centre and Edwards Multiplex – Ontario, which were reclassified from our operating portfolio into redevelopment in June 2014 and March 2023, respectively; (v) properties sold or classified as held for sale during 2024 and 2025; and (vi) standalone office properties, including the Carillon medical office building, which was reclassified from active redevelopment into our office portfolio in December 2024.

Previous wording

(3)Includes non-cash activity across the portfolio as well as NOI from properties not included in the same property pool, including properties sold during both periods.

Current wording

(4)Includes non-cash activity across the portfolio as well as NOI from properties not included in the Same Property Pool, including properties sold during both periods.

Previous wording

Our Same Property NOI increased 3.1% for the three months ended March 31, 2025 compared to the same period of the prior year primarily due to contractual rent growth, partially offset by higher bad debt expense.

Current wording

Our Same Property NOI increased 3.3% for the three months ended June 30, 2025 compared to the same period of the prior year primarily due to contractual rent growth.

Previous wording

Funds From Operations (“FFO”) is a widely used performance measure for real estate companies and is provided here as a supplemental measure of our operating performance. We calculate FFO, a non-GAAP financial measure, in accordance with the best practices described in the April 2002 National Policy Bulletin of the National Association of Real Estate Investment Trusts (“NAREIT”), as restated in 2018. The NAREIT white paper defines FFO as net income (calculated in accordance with GAAP), excluding (i) depreciation and amortization related to real estate, (ii) gains and losses from the sale of certain real estate assets, (iii) gains and losses from change in control, and (iv) impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity.

Current wording

NAREIT Funds From Operations (“FFO”) is a widely used performance measure for real estate companies and is provided here as a supplemental measure of our operating performance. We calculate FFO, a non-GAAP financial measure, in accordance with the best practices described in the April 2002 National Policy Bulletin of the National Association of Real Estate Investment Trusts (“NAREIT”), as restated in 2018. The NAREIT white paper defines FFO as net income (calculated in accordance with GAAP), excluding (i) depreciation and amortization related to real estate, (ii) gains and losses from the sale of certain real estate assets, (iii) gains and losses from change in control, and (iv) impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity.

Previous wording

Core Funds From Operations (“Core FFO”) is a non-GAAP financial measure of operating performance that modifies FFO for certain non-cash transactions that result in recording income or expense and impact our period-over-period performance, including (i) amortization of deferred financing costs, (ii) non-cash compensation expense and other, (iii) straight-line rent related to minimum rent and common area maintenance, (iv) market rent amortization income, and (v) amortization of debt discounts, premiums and hedge instruments. We believe that Core FFO is useful to investors in evaluating our core cash flow-generating operations by adjusting for items that we do not consider to be part of our core business operations, allowing for comparison of our core operating performance between periods. Core FFO should not be considered as an alternative to net income as an indicator of our performance or as an alternative to cash flow as a measure of liquidity or our ability to make distributions. Our computation of Core FFO may differ from the methodology for calculating Core FFO used by other REITs and therefore may not be comparable to such other REITs.

Current wording

Core Funds From Operations (“Core FFO”) is a non-GAAP financial measure of operating performance that modifies FFO for certain non-cash transactions that result in recording income or expense and impact our period-over-period performance, including (i) amortization of deferred financing costs, (ii) non-cash compensation expense and other, (iii) straight-line rent related to minimum rent and common area maintenance, (iv) market rent amortization income, and (v) amortization of debt discounts, premiums and hedge instruments, and include adjustments related to our pro rata share from unconsolidated joint ventures for these categories as applicable. We believe that Core FFO is useful to investors in evaluating our core cash flow-generating operations by adjusting for items that we do not consider to be part of our core business operations, allowing for comparison of our core operating performance between periods. Core FFO should not be considered as an alternative to net income as an indicator of our performance or as an alternative to cash flow as a measure of liquidity or our ability to make distributions. Our computation of Core FFO may differ from the methodology for calculating Core FFO used by other REITs and therefore may not be comparable to such other REITs.

Previous wording

Our calculations of FFO and reconciliation to net income and Core FFO for the three months ended March 31, 2025 and 2024 (unaudited) are as follows(dollars in thousands):

Current wording

Our calculations of FFO and reconciliation to net income (loss) and Core FFO for the three and six months ended June 30, 2025 and 2024 (unaudited) are as follows(dollars in thousands):

Previous wording

(1)“FFO of the Operating Partnership” measures 100% of the operating performance of the Operating Partnership’s real estate properties. “FFO attributable to common shareholders” reflects a reduction for the redeemable noncontrolling weighted average diluted interest in the Operating Partnership.

Current wording

(1)“NAREIT FFO of the Operating Partnership” measures 100% of the operating performance of the Operating Partnership’s real estate properties. “FFO attributable to common shareholders” reflects a reduction for the redeemable noncontrolling weighted average diluted interest in the Operating Partnership.

Previous wording

(1)Represents Adjusted EBITDA for the three months ended March 31, 2025 (as shown in the table above) multiplied by four.

Current wording

(2)Represents Adjusted EBITDA for the three months ended June 30, 2025 (as shown in the table above) multiplied by four.

Previous wording

(2)Partner share of consolidated joint venture debt is calculated based upon the partner’s pro rata ownership of the joint venture, multiplied by the related secured debt balance.

Current wording

(3)Partner share of consolidated joint venture debt is calculated based upon the partner’s pro rata ownership of the joint venture, multiplied by the related secured debt balance.

Previous wording

As of March 31, 2025, we had approximately $49.1 million in cash and cash equivalents on hand, $5.8 million in restricted cash and escrow deposits, and $1.1 billion of remaining availability under the $1.1 billion unsecured revolving credit facility (the “Revolving Facility”) compared to $80.0 million of debt maturities over the next 12 months. During the three months ended March 31, 2025, we repaid the $350.0 million principal balance of the 4.00% senior unsecured notes that matured on March 15, 2025 using proceeds from Notes Due 2031. We believe we will have adequate liquidity over the next 12 months and beyond to operate our business and meet our cash requirements.

Current wording

As of June 30, 2025, we had approximately $182.0 million in cash and cash equivalents on hand, $5.6 million in restricted cash and escrow deposits, and $1.1 billion of remaining availability under the $1.1 billion unsecured revolving credit facility (the “Revolving Facility”) compared to $80.0 million of debt maturities over the next 12 months. During the six months ended June 30, 2025, we (i) completed a public offering of $300.0 million in aggregate principal amount of 5.20% senior unsecured notes due 2032 (the “Notes Due 2032”), the proceeds of which were used to repay the $150.0 million unsecured term loan that was scheduled to mature on July 17, 2026 and borrowings on the Revolving Facility, with the remaining proceeds to be used to repay the $80.0 million principal balance of the 4.47% senior unsecured notes that mature on September 10, 2025 and (ii) repaid the $350.0 million principal balance of the 4.00% senior unsecured notes that matured on March 15, 2025 using proceeds from the Notes Due 2031. We believe we will have adequate liquidity over the next 12 months and beyond to operate our business and meet our cash requirements.

Previous wording

As of March 31, 2025, we had $1.1 billion available under the Revolving Facility for future borrowings. We also had $49.1 million in cash and cash equivalents as of March 31, 2025.

Current wording

As of June 30, 2025, we had $1.1 billion available under the Revolving Facility for future borrowings. We also had $182.0 million in cash and cash equivalents as of June 30, 2025.

Previous wording

Near-Term Debt Maturities. As of March 31, 2025, we have no secured debt, excluding scheduled monthly principal payments, and $80.0 million of unsecured debt scheduled to mature over the next 12 months. We believe we have sufficient liquidity to repay this obligation through a combination of cash flows generated from operations, capital markets transactions, and borrowings on the Revolving Facility.

Current wording

Near-Term Debt Maturities. As of June 30, 2025, we have no secured debt, excluding scheduled monthly principal payments, and $80.0 million of unsecured debt scheduled to mature over the next 12 months. We believe we have sufficient liquidity to repay this obligation through a combination of proceeds from the Notes Due 2032, cash flows generated from operations, capital markets transactions, and borrowings on the Revolving Facility.

Previous wording

Other Short-Term Liquidity Needs. The requirements for qualifying as a REIT and for a tax deduction for some or all of the dividends paid to shareholders necessitate that we distribute at least 90% of our taxable income on an annual basis. Such requirements cause us to have substantial liquidity needs over both the short and long term. Our short-term liquidity needs consist primarily of funds necessary to pay operating expenses associated with our operating properties, scheduled interest and principal payments on our debt of approximately $105.0 million and $3.9 million, respectively, for the remainder of 2025, expected dividend payments to our common shareholders and common unit holders, and recurring capital expenditures.

Current wording

Other Short-Term Liquidity Needs. The requirements for qualifying as a REIT and for a tax deduction for some or all of the dividends paid to shareholders necessitate that we distribute at least 90% of our taxable income on an annual basis. Such requirements cause us to have substantial liquidity needs over both the short and long term. Our short-term liquidity needs consist primarily of funds necessary to pay operating expenses associated with our operating properties, scheduled interest and principal payments on our debt of approximately $70.0 million and $2.6 million, respectively, for the remainder of 2025, expected dividend payments to our common shareholders and common unit holders, and recurring capital expenditures.

Previous wording

In February 2025, our Board of Trustees declared a cash distribution of $0.27 per common share and Common Unit for the first quarter of 2025. This distribution was paid on April 16, 2025 to common shareholders and common unit holders of record as of April 9, 2025. Future distributions, if any, are at the discretion of the Board of Trustees, who will continue to evaluate our sources and uses of capital, liquidity position, operating fundamentals, maintenance of our REIT qualification, and other factors they may deem relevant. We believe we have sufficient liquidity to pay any dividend from available cash on hand and borrowings on the Revolving Facility.

Current wording

In April 2025, our Board of Trustees declared a cash distribution of $0.27 per common share and Common Unit for the second quarter of 2025. This distribution was paid on July 16, 2025 to common shareholders and common unit holders of record as of July 9, 2025. Future distributions, if any, are at the discretion of the Board of Trustees, who will continue to evaluate our sources and uses of capital, liquidity position, operating fundamentals, maintenance of our REIT qualification, and other factors they may deem relevant. We believe we have sufficient liquidity to pay any dividend from available cash on hand and borrowings on the Revolving Facility.

Previous wording

Other short-term liquidity needs include expenditures for tenant improvements, external leasing commissions, and recurring capital expenditures. During the three months ended March 31, 2025, we incurred $6.3 million for recurring capital expenditures on operating properties and $31.3 million for tenant improvements and external leasing commissions, which includes costs to re-lease anchor space at our operating properties related to tenants open and operating as of March 31, 2025 (excluding development and redevelopment properties). We currently anticipate incurring approximately $130 million of additional major tenant improvement costs related to executed leases for tenants not yet open at a number of our operating properties over the next 12 to 24 months. We believe we have the ability to fund these costs through cash flows generated from operations or borrowings on the Revolving Facility.

Current wording

Other short-term liquidity needs include expenditures for tenant improvements, external leasing commissions, and recurring capital expenditures. During the six months ended June 30, 2025, we incurred $15.5 million for recurring capital expenditures on operating properties and $53.6 million for tenant improvements and external leasing commissions, which includes costs to re-lease anchor space at our operating properties related to tenants open and operating as of June 30, 2025 (excluding development and redevelopment properties). We currently anticipate incurring approximately $130 million of additional major tenant improvement costs related to executed leases for tenants not yet open at a number of our operating properties over the next 12 to 24 months. We believe we have the ability to fund these costs through cash flows generated from operations or borrowings on the Revolving Facility.

Previous wording

During the three months ended March 31, 2025, we completed major development construction activities at The Corner – IN and reclassified the property from active development into our operating portfolio in March 2025. As of March 31, 2025, the retail and office portions of the expansion project at One Loudoun Downtown (the “One Loudoun Expansion”), our mixed-use lifestyle center in the Washington, D.C. MSA, was under construction. Our share of the total estimated costs for this project is approximately $81.0 million to $91 million, of which our share of the expected funding requirement is approximately $65.0 million to $75.0 million. As of March 31, 2025, we have incurred $4.0 million of these costs. We anticipate incurring the majority of the remaining costs for this project over the next 12 to 24 months and believe we have the ability to fund this project through cash flows generated from operations or borrowings on the Revolving Facility.

Current wording

During the six months ended June 30, 2025, we completed major development construction activities at The Corner – IN and reclassified the property from active development into our operating portfolio in March 2025. As of June 30, 2025, the retail and office portions of the expansion project at One Loudoun Downtown (the “One Loudoun Expansion”), our mixed-use lifestyle center in the Washington, D.C. MSA, was under construction. Our share of the total estimated costs for this project is approximately $81.0 million to $91.0 million, of which our share of the expected funding requirement is approximately $65.0 million to $75.0 million. As of June 30, 2025, we have incurred $7.0 million of these costs. We anticipate incurring the majority of the remaining costs for this project over the next 12 to 24 months and believe we have the ability to fund this project through cash flows generated from operations or borrowings on the Revolving Facility.

Showing the first 40 of 55 pairs. Open the source sections for the rest.

Rearranged current paragraphs (11)

Current report — wording carried from elsewhere

Other property-related revenue primarily consists of parking revenues, gains on the sale of land, and other miscellaneous activity. This revenue decreased by $1.8 million primarily as a result of no land sales being completed during the three months ended June 30, 2025 compared to $1.9 million of gains on the sale of land realized during the three months ended June 30, 2024.

Current report — wording carried from elsewhere

We recorded fee income of $0.9 million and $3.5 million during the three months ended June 30, 2025 and 2024, respectively, from property management and development services provided to third parties and unconsolidated joint ventures.

Current report — wording carried from elsewhere

There was no net change in real estate taxes for properties that were fully operational during 2024 and 2025 primarily due to higher real estate tax assessments and lower capitalized real estate taxes at certain properties in the portfolio in 2025 that were offset by an increase in real estate tax refunds received during the three months ended June 30, 2025. The majority of real estate tax expense is recoverable from tenants and such recovery is reflected within “Rental income” in the accompanying consolidated statements of operations and comprehensive income (loss).

Current report — wording carried from elsewhere

Interest expense increased $3.1 million, or 9.9%, primarily due to an increase in interest incurred on the Company’s unsecured revolving line of credit due to increased borrowings along with less favorable interest rate swaps in 2025 compared to the prior year, partially offset by a decrease in interest incurred on the unsecured term loans.

Current report — wording carried from elsewhere

Comparison of Operating Results for the Six Months Ended June 30, 2025 to the Six Months Ended June 30, 2024

Current report — wording carried from elsewhere

The following table reflects changes in the components of our consolidated statements of operations for the six months ended June 30, 2025 and 2024(in thousands):

Current report — wording carried from elsewhere

Rental income (including tenant reimbursements) increased $18.7 million, or 4.5%, due to the following(in thousands):

Current report — wording carried from elsewhere

The net increase of $15.4 million in rental income for properties that were fully operational during 2024 and 2025 is primarily due to increases in the following: (i) base minimum rent of $8.7 million due to contractual rent changes, (ii) lease termination income of $6.7 million, and (iii) tenant reimbursements of $2.4 million due to higher recoverable common area maintenance expenses. These variances were partially offset by an increase in bad debt expense of $1.5 million and decreases in ancillary income of $0.6 million and overage rent of $0.3 million.

Current report — wording carried from elsewhere

The net increase of $0.8 million in depreciation and amortization at properties that were fully operational during 2024 and 2025 is primarily due to the timing of placing assets in service and writing-off tenant-related assets as a result of tenant move-outs.

Current report — wording carried from elsewhere

•our active development project at One Loudoun Expansion;

Current report — wording carried from elsewhere

(1)Same Property NOI excludes the following: (i) properties acquired or placed in service during 2024 and 2025; (ii) The Corner – IN, which was reclassified from active development into our operating portfolio in March 2025; (iii) our active development project at One