InvenTrust Properties Corp.
For the period ended Dec 31, 2025. Filed Feb 12, 2026.
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FY2025 · Filed Feb 12, 2026
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Notes to Consolidated Financial Statements
December 31, 2025, 2024 and 2023
- Organization
On October 4, 2004, InvenTrust Properties Corp. (the "Company" or "InvenTrust") was incorporated as Inland American Real Estate Trust, Inc., a Maryland corporation, and elected to operate in a manner to be taxed as a real estate investment trust ("REIT") for federal tax purposes. The Company changed its name to InvenTrust Properties Corp. in April of 2015 and is focused on owning, leasing, redeveloping, acquiring and managing a multi-tenant retail platform.
The accompanying consolidated financial statements include the accounts of the Company, as well as all wholly-owned subsidiaries. Subsidiaries generally consist of limited liability companies ("LLCs") and limited partnerships ("LPs"). All significant intercompany balances and transactions have been eliminated. Each retail property is owned by a separate legal entity that maintains its own books and financial records. Each separate legal entity's assets are not available to satisfy the liabilities of other affiliated entities.
The Company has a single reportable segment, multi-tenant retail, for disclosure purposes in accordance with United States ("U.S.") generally accepted accounting principles ("GAAP"). Unless otherwise noted, all square feet and dollar amounts are stated in thousands, except share, per share and per square foot data. Number of properties and square feet are unaudited.
The following table summarizes the Company's retail portfolio as of December 31, 2025 and 2024:
| As of December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| No. of properties | 73 | 68 |
| Gross Leasable Area (square feet) | 11,589 | 10,972 |
- Basis of Presentation and Summary of Significant Accounting Policies
Estimates, Risks, and Uncertainties
The accompanying consolidated financial statements have been prepared in accordance with GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates, judgments and assumptions are required in a number of areas, including, but not limited to, evaluating the impairment of long-lived assets, allocating the purchase price of acquired retail properties, determining the fair value of debt and evaluating the collectability of accounts receivable. The Company bases these estimates, judgments and assumptions on historical experience and various other factors that the Company believes to be reasonable under the circumstances. Actual results may differ from these estimates.
Variable Interest Entities
The Company evaluates its investments in LLCs and LPs to determine whether each such entity may be a variable interest entity ("VIE"). The accounting standards related to the consolidation of VIEs require qualitative assessments to determine whether the Company is the primary beneficiary. Determination of the primary beneficiary is based on whether the Company has (i) power to direct significant activities of the VIE and (ii) an obligation to absorb losses or the right to receive benefits that could be potentially significant to the VIE. The Company consolidates a VIE if it is deemed to be the primary beneficiary. The equity method of accounting is applied to entities in which the Company is not the primary beneficiary, or if the entity is not a VIE and the Company does not have control, but can exercise significant influence over the entity with respect to its operations and major decisions. As of December 31, 2025 and 2024, the Company had no VIEs.
Revenue Recognition
Lease Income
The majority of revenue recognized from the Company's retail properties is comprised of fixed and variable consideration received from tenants under long-term operating leases with varying terms. Fixed consideration generally consists of minimum lease payments for the rental of retail space while the variable consideration generally consists of reimbursements of the tenant's pro-rata share of certain operating expenses incurred by the Company, including real estate taxes, special assessments, insurance, utilities, common area maintenance, management fees and certain capital repairs. Certain other tenants are subject to net leases whereby the tenant is responsible for fixed minimum lease payments to the Company, as well as directly paying all costs and expenses associated with occupancy to third party providers. Such direct payments to third parties are not recorded as revenue and expense by the Company.
In accordance with Accounting Standards Codification ("ASC") 842, Leases, ("Topic 842"), the Company has elected to not separate lease and non-lease components for all qualifying leases. In effect, this generally relieves the Company from accounting for certain consideration under ASC 606, Revenue from Contracts with Customers("Topic 606"). As a result of the election, all income arising from leases is presented on a combined basis as lease income, net.
Minimum lease payments are recognized on a straight-line basis over the term of each lease. The cumulative difference between fixed consideration recognized on a straight-line basis and the cash payments due under the provisions of the lease agreements is recorded as deferred rent receivable and is included as a component of accounts and rents receivable.
The Company records lease termination income when all conditions of a signed termination agreement have been met, the tenant is no longer occupying the property, and termination income amounts due are considered collectible. The Company defers recognition of contingent lease income until the specified target that triggers the contingent lease income is achieved.
The Company commences revenue recognition on its leases when the lessee takes possession of, or controls the physical use of, the leased asset, unless the lessee is constructing improvements for which the Company is deemed to be the owner for accounting purposes. If the Company is deemed the owner for accounting purposes, the leased asset is the finished space and revenue recognition commences when the lessee takes possession of it, typically when the improvements are substantially complete. Alternatively, if the lessee is deemed to be the owner of the improvements for accounting purposes, then the leased asset is the unimproved space, and any tenant improvement allowances funded under the lease are treated as lease incentives, which reduce lease income recognized over the lease term, and the Company commences revenue recognition when the lessee takes possession of the unimproved space.
The determination of who owns the tenant improvements, for accounting purposes, is based on contractual rights and subject to judgment. In making that judgment, no one factor is determinative. The Company routinely considers:
whether the lease stipulates how and on what a tenant improvement allowance may be spent;
whether the tenant is required to provide evidence supporting the cost of improvements prior to reimbursement;
whether the tenant or landlord retains legal title to the improvements;
the uniqueness of the improvements;
the expected economic life of the tenant improvements relative to the length of the lease; and
who constructs or directs the construction of the improvements.
Credit Losses
The Company reviews the collectability of amounts due from its tenants on a regular basis. Such reviews consider the tenant's financial condition and payment history and other economic conditions impacting the tenant. Changes in collectability occur when the Company no longer believes it is probable that substantially all the lease payments will be collected over the term of the lease. If collection is not probable, the lease payments will be accounted for on a cash basis and revenue will be recorded as cash is received. If reassessed, and the collection of substantially all of the lease payments from the tenant becomes probable, the accrual basis of revenue recognition is reestablished. The provision for estimated credit losses resulting from changes in the expected collectability of lease payments, including variable payments, is recognized as a direct adjustment to lease income, and a direct write-off of the operating lease receivables, including straight-line rent receivable.
Sale of Real Estate
The Company derecognizes real estate and recognizes a gain or loss when a contract exists and control of the property has transferred to the buyer. Control of the property, including controlling financial interest, is generally considered to transfer upon closing through transfer of the legal title and possession of the property, at which point the Company recognizes a gain or loss equal to the difference between the transaction price and the carrying amount of the property.
Acquisition of Real Estate
The Company evaluates the inputs, processes and outputs of each asset acquired to determine if the transaction is a business combination or asset acquisition. If an acquisition qualifies as a business combination, the related transaction costs are expensed. If an acquisition qualifies as an asset acquisition, the related transaction costs are capitalized and amortized over the useful life of the acquired assets. Generally, the Company's acquisitions of real estate qualify as asset acquisitions.
The Company allocates the purchase price of real estate to land, building, other building improvements, tenant improvements, intangible assets and liabilities (such as the value of above- and below-market leases, and in-place leases). The values of above- and below-market leases are recorded as intangible assets and intangible liabilities, respectively, and are amortized as either a decrease (in the case of above-market leases) or an increase (in the case of below-market leases) to lease income, net over the remaining term of the associated lease. The values, if any, associated with in-place leases are recorded as intangible assets and amortized to depreciation and amortization expense over the remaining lease term.
The difference between the contractual rental rates and the Company's estimate of market rental rates is measured over a period equal to the remaining non-cancelable term of the leases plus the term of any below-market renewal options. For the amortization period, the remaining term of leases with renewal options at terms below market reflect the assumed exercise of such below-market renewal options, if reasonably assured.
If a tenant vacates its space prior to the contractual expiration of the lease and no rental payments are being made on the lease, any unamortized balance of the related intangible asset or liability is written off. Tenant improvements are depreciated and origination costs are amortized over the remaining term of the lease or charged against earnings if the lease is terminated prior to its contractual expiration date.
With the assistance of a third-party valuation specialist, the Company performs the following procedures for assets acquired:
Estimate the value of the property "as if vacant" as of the acquisition date;
Allocate the value of the property among land, building, and other building improvements and determine the associated useful life for each;
Calculate the value and associated life of above- and below-market leases on a tenant-by-tenant basis. The difference between the contractual rental rates and the Company’s estimate of market rental rates is measured over a period equal to the remaining term of the leases (using a discount rate which reflects the risks associated with the leases acquired, including geographical location, size of leased area, tenant profile and credit risk);
Estimate the fair value of the tenant improvements, legal costs and leasing commissions incurred to obtain the leases and calculate the associated useful life for each;
Estimate the fair value of assumed debt, if any; and
Estimate the intangible value of the in-place leases based on lease execution costs of similar leases as well as lost rent payments during an assumed lease-up period and their associated useful lives on a tenant-by-tenant basis.
Properties Held for Sale
In determining whether to classify a property as held for sale, the Company considers whether: (i) management has committed to a plan to sell the property; (ii) the property is available for immediate sale, in its present condition; (iii) the Company has initiated a program to locate a buyer; (iv) the Company believes that the sale of the property is probable; (v) the Company has received a significant non-refundable deposit for the purchase of the property; (vi) the Company is actively marketing the property for sale at a price that is reasonable in relation to its estimated fair value; and (vii) actions required for the Company to complete the plan indicate that it is unlikely that any significant changes will be made to the plan. When all criteria are met, the property is classified as held for sale and carried at the lower of cost or estimated fair value less costs to sell. Additionally, if the sale represents a strategic shift that has (or will have) a major effect on the Company's results and operations, the income and expenses for the period are classified as discontinued operations for all periods presented.
Impairment of Long Lived Assets
The Company assesses the carrying values of long-lived tangible and intangible assets whenever events or changes in circumstances indicate that they may not be fully recoverable, such as a reduction in the expected hold period of a property. When such event or circumstances occur, if it is expected that the carrying value is not recoverable because the expected undiscounted cash flows do not exceed that carrying value, the Company recognizes an impairment loss to the extent that the carrying value exceeds the estimated fair value. The valuation and possible subsequent impairment of investment properties is a significant estimate that can and does change based on the Company's continuous process of analyzing each property's economic condition over time and reviewing and updating assumptions about uncertain inherent factors, including observable inputs such as contractual revenues and unobservable inputs such as forecasted revenues and expenses, estimated net disposition proceeds, and discount rate. These unobservable inputs are based on a property's market conditions and expected growth rates. Assumptions and estimates about future cash flows and capitalization rates are complex and subjective. Changes in economic and operating conditions and the Company's ultimate investment intent that occur subsequent to the impairment analyses could impact these assumptions and result in additional impairment.
The Company's assessment of expected hold period for investment properties evaluated for impairment is of particular significance because of the material impact it has on the evaluation of the property's recoverability. Changes in the Company's disposition strategy or changes in the marketplace may alter the hold period of an asset or asset group which may result in an impairment loss and such loss could be material to the Company's financial condition or operating performance.
Real Estate Capitalization and Depreciation
Real estate is reflected at cost less accumulated depreciation within investment properties on the consolidated balance sheets. Ordinary repairs and maintenance are expensed as incurred. Depreciation expense is computed using the straight-line method. A range of estimated useful lives of 5-30 years is used for buildings and other improvements, and a range of 3-20 years is used for furniture, fixtures and equipment.
Tenant improvements are amortized on a straight-line basis over the lesser of the life of the tenant improvement or the lease term. Amortization is included in depreciation and amortization expense. Deferred leasing costs are recognized as a part of deferred costs and other assets, net and are amortized to depreciation and amortization expense over the remaining term of the associated tenant lease.
Direct and indirect costs that are clearly related to the construction and improvements of investment properties are capitalized. Costs incurred for interest, property taxes and insurance are capitalized during periods in which activities necessary to prepare the property for its intended use are in progress.
Cash, Cash Equivalents, and Restricted Cash
The Company considers all demand deposits, money market accounts and investments in certificates of deposit and repurchase agreements with a maturity of three months or less, at the date of purchase, to be cash equivalents. The Company maintains its cash and cash equivalents at financial institutions. The combined account balances at one or more institutions generally exceed the Federal Deposit Insurance Corporation ("FDIC") insurance coverage. The Company periodically assesses the credit risk associated with these financial institutions. The Company believes insignificant credit risk exists related to amounts on deposit in excess of FDIC insurance coverage.
The Company had restricted cash of $5,545 and $3,826 as of December 31, 2025 and 2024, respectively. Restricted cash often consists of lenders' escrows, operating real estate escrows for taxes, insurance, capital expenditures, payments required under certain lease agreements, funds restricted through the Company's wholly-owned captive insurance company, and funds held in escrow for future acquisitions.
Fair Value Measurements
In accordance with ASC 820, Fair Value Measurement and Disclosures ("Topic 820"), the Company defines fair value based on the price that would be received upon sale of an asset or the exit price that would be paid to transfer or settle a liability in an orderly transaction between market participants at the measurement date. The Company uses a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value. The fair value hierarchy consists of the three broad levels described below:
Level 1 - Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.
Level 2 - Observable inputs, other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
The Company has estimated the fair value of its financial instruments and non-financial assets using available market information and valuation methodologies the Company believes to be appropriate for these purposes. Considerable judgment and a high degree of subjectivity are involved in developing these estimates and, accordingly, they are not necessarily indicative of amounts that would be realized upon disposition.
The carrying amounts of cash, cash equivalents, and restricted cash, accounts and rents receivables, other assets, accounts payable, accrued expenses, and other liabilities reasonably approximate fair value, in management’s judgment, because of their short-term nature. Fair value information pertaining to derivative financial instruments, investment properties, and debt is provided in"Note 9. Fair Value Measurements".
Stock-Based Compensation Plans
Incentive Award Plan
Effective June 19, 2015, the Company's board of directors (the "Board") adopted the InvenTrust Properties Corp. 2015 Incentive Award Plan (the "Incentive Award Plan"), under which the Company may grant cash and equity incentive awards to eligible employees, directors, and consultants.
On May 6, 2016, the Board adopted the first amendment to the Incentive Award Plan and on March 20, 2024, the Board adopted the second amendment to the Incentive Award Plan (collectively, the "Amendments"). The Company's stockholders approved the Incentive Award Plan, as amended by the Amendments, on May 7, 2024, which, among other things, increased the aggregate number of shares of common stock that may be issued pursuant to awards granted under the Incentive Award Plan (the "Share Limit") by 2,750,000 shares to 5,750,000 shares. Any forfeited awards or unearned performance shares subject to an award are added back to the Share Limit.
As of December 31, 2025, outstanding awards of restricted stock units ("RSUs") are categorized as either time-based awards or market-based awards, each with tandem dividend equivalents. All awards are granted at fair value, earn dividends throughout the vesting period, and have no voting rights. Compensation expense related to these awards, which are generally equity classified, is recognized as a part of general and administrative expense. The nonforfeitable tandem dividend equivalent cash payments of awards granted during the years ended December 31, 2025, 2024 and 2023 are recognized within equity. Forfeitures of awards are recognized as they occur.
Time-based awards are generally measured at grant date fair value and not subsequently re-measured. Compensation expense related to these awards is recognized on a straight-line basis over the vesting period. Time-based awards granted to employees vest equally on each of the first three orfour anniversaries of the applicable vesting commencement date, subject to the employees' continued service to the Company. The time-based RSU awards granted to directors vest on the earlier of theone-year anniversary of the applicable grant date or the date of the Company's next annual meeting of its shareholders following the grant date, subject to the directors' continued service to the Company.
Market-based awards are valued as of the grant date utilizing a Monte Carlo simulation model that assesses the probability of satisfying certain market performance thresholds over athree year performance period. Shares related to market-based awards are issued within 65 days of the conclusion of the performance period and are generally subject to the recipients' continued service to the Company. The number of common shares ultimately issued is based on the Company's total shareholder return ("TSR") relative to that of the FTSE Nareit Shopping Index peer group on a percentile basis. The resulting compensation expense is recorded over the service period regardless of whether the TSR performance measures are achieved.
Employee Stock Purchase Plan
Effective May 4, 2023, the Company's Board established an Employee Stock Purchase Plan (the "ESPP") through which employees may purchase shares of the Company's common stock semi-annually at a price equal to 85% of the lesser of: (a) the closing price per share on the first day of such period, and (b) the closing price per share on the last day of such period. Compensation expense related to the ESPP is recognized as a part of general and administrative expense.
Derivative Instruments
In the normal course of business, the Company is exposed to the effect of interest rate changes. The Company's objective in using interest rate derivatives is to manage its exposure to interest rate movements and add stability to interest expense. To accomplish this objective, the Company uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable rate amounts from a counterparty in exchange for the Company making fixed rate payments over the life of the agreement without exchange of the underlying notional amount.
The Company has a policy of only entering into contracts with established financial institutions based upon their credit ratings and other factors. When viewed in conjunction with the underlying and offsetting exposure that the derivatives are designed to hedge, the Company has not sustained a material loss from those instruments, nor does it anticipate any material adverse effect on its net income or financial position in the future from the use of derivatives.
The Company recognizes all derivatives on the consolidated balance sheets at fair value. Additionally, changes in fair value will affect either equity or earnings depending on whether the derivative instruments qualify as a hedge for accounting purposes and, if so, the nature of the hedging activity. When the underlying transaction is terminated or completed, all changes in the fair value of the instrument are marked-to-market with changes in value included in earnings each period until the instrument matures. Any derivative instrument used for risk management that does not meet the criteria for hedge accounting is marked-to-market each period in earnings. The Company does not use derivatives for trading or speculative purposes.
Segment Reporting
Single Reportable Segment
The Company's Chief Executive Officer (the "CEO") evaluates the performance of the Company's portfolio of retail properties and determines how resources are allocated. Accordingly, the CEO has been deemed the chief operating decision maker (the "CODM"). The Company generates substantially all of its earnings from multi-tenant essential retail properties located in the Sun Belt, and the CODM regularly evaluates the performance of the Company and its retail portfolio on a consolidated basis. The CODM does not distinguish the Company's principal business, or group its operations, by geography or size for the purposes of measuring performance. As the CODM reviews, analyzes, makes decisions, and allocates resources on a consolidated basis, the Company has determined it has a single operating and reportable segment, its portfolio of multi-tenant retail properties.
Income Taxes
The Company has elected and operates in a manner to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the "Code") for federal income tax purposes commencing with the tax year ended December 31, 2005. To qualify as a REIT, the Company is generally required to distribute at least 90% of its REIT taxable income (subject to certain adjustments) to its stockholders each year (the "90% Distribution Requirement"). As a REIT, the Company is entitled to a tax deduction for some or all of the dividends paid to stockholders. Accordingly, the Company generally will not be subject to federal income taxes as long as it currently distributes to stockholders an amount equal to or in excess of the Company's taxable income. If the Company fails to qualify as a REIT in any taxable year, without the benefit of certain relief provisions, the Company will be subject to federal and state income tax on its taxable income at regular corporate tax rates. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain state and local taxes on its income, property or net worth and federal income and excise taxes on its undistributed income.
From time to time, the Company may elect to treat certain of its consolidated subsidiaries as taxable REIT subsidiaries ("TRSs") pursuant to the Code. Among other activities, TRSs may participate in non-real estate related activities and/or perform non-customary services for tenants and are subject to federal and state income tax at regular corporate tax rates. Income tax expense or benefit is recognized as a part of other income and expense, net. During the years ended December 31, 2025, 2024, and 2023 the Company did not have any operations within TRSs.
Income tax expense for the years ended December 31, 2025, 2024 and 2023 is $568, $543, and $517, respectively. These amounts pertain to Texas margin tax. The Company has no unrecognized tax benefits and no material interest or penalties relating to income taxes. As of December 31, 2025, the Company's 2024, 2023, and 2022 tax years remain subject to examination by U.S. and various state tax jurisdictions.
Recently Issued Accounting Pronouncements Not Yet Adopted
| Standard | Description | Effective date | Effect on the financial statements or other significant matters |
|---|---|---|---|
| ASU No. 2024-03 Disaggregation of Income Statement Expenses (Subtopic 220-40) and related updates | The Accounting Standards Update ("ASU") is intended to improve financial reporting by requiring more granular disclosures about an entity’s expenses so investors can better understand performance, prospects for future cash flows and comparability over time. The primary goal is to improve the decision-usefulness of expense information through disaggregation of relevant expense captions in the notes to the financial statements. | Annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. | The Company continues to evaluate this guidance and expects the impact to be limited to incremental disclosure.The Company does not expect the standard to have an impact on the Company's financial position, results of operations, or cash flows. |
| ASU No. 2025-11 Interim Reporting (Topic 270) and related updates | The ASU is intended to improve the navigability of the interim reporting guidance by clarifying when it applies and creating a comprehensive list of required interim disclosures. The ASU incorporates an interim disclosure principle requiring entities to disclose material events and changes that occur after the end of the most recent annual reporting period. | Interim reporting periods within annual reporting periods beginning after December 15, 2027. | The ASU states that U.S. Securities and Exchange Commission ("SEC") registrants should refer to the relevant form and content requirements under Reg S-X, Rule 10-01 and Reg S-X, Rule 8-03.As the Company is already in compliance with the aforementioned requirements, the Company does not expect this guidance to result in meaningful changes in the Company's interim disclosure. |
Other recently issued accounting standards or pronouncements not disclosed in the foregoing tables have been excluded because they are either not relevant to the Company, or are not expected to have, or did not have, a material effect on the consolidated financial statements of the Company.
- Revenue Recognition
Operating Leases
Minimum lease payments to be received under long-term operating leases and short-term specialty leases, excluding additional percentage rent based on tenants' sales volume and tenant reimbursements of certain operating expenses, and assuming no exercise of renewal options or early termination rights, are as follows:
| For the year ending December 31, | As of December 31, 2025 |
|---|---|
| 2026 | $225,471 |
| 2027 | 204,441 |
| 2028 | 180,226 |
| 2029 | 150,073 |
| 2030 | 121,865 |
| Thereafter | 433,108 |
| Total | $1,315,184 |
The foregoing table includes payments from tenants who have taken possession of their space and tenants who have been moved to the cash basis of accounting for revenue recognition purposes. The remaining lease terms range from less thanone year tofifty-five years.
The following table reflects the disaggregation of lease income, net:
| Year Ended December 31 | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Minimum base rent | $191,082 | $175,068 | $165,267 |
| Real estate tax recoveries | 35,053 | 33,343 | 31,220 |
| Common area maintenance, insurance, and other recoveries | 38,231 | 33,003 | 30,731 |
| Ground rent income | 21,290 | 19,321 | 19,044 |
| Amortization of market-lease intangibles and inducements, net | 4,422 | 2,804 | 3,343 |
| Short-term and other lease income | 4,457 | 4,567 | 4,389 |
| Termination fee income | 308 | 1,364 | 836 |
| Straight-line rent adjustments, net | 3,671 | 3,400 | 3,349 |
| Provision for estimated credit losses | (1,037) | (430) | (1,033) |
| Lease income, net | $297,477 | $272,440 | $257,146 |
- Acquired Properties
The following table reflects the retail properties acquired during the year ended December 31, 2025:
| Month Acquired | Property | Market | Square Feet | Gross Acquisition Price | Assumption of Mortgage Debt |
|---|---|---|---|---|---|
| Apr-25 | Plaza Escondida (a) | Tucson, AZ | 91 | $23,000 | $7,981 |
| Apr-25 | Carmel Village | Charlotte-Gastonia-Concord, NC | 54 | 19,925 | — |
| Jun-25 | West Ashley Station (b) | Charleston-Berkeley-Dorchester, SC | 79 | 26,600 | — |
| Jun-25 | Twelve Oaks Shopping Center | Savannah, GA | 106 | 35,850 | — |
| Jul-25 | The Marketplace at Encino Park | San Antonio, TX | 92 | 38,500 | — |
| Jul-25 | West Broad Marketplace | Richmond Metro Area, VA | 386 | 86,000 | — |
| Aug-25 | Asheville Market (c) | Asheville, NC | 130 | 45,700 | 22,281 |
| Sep-25 | Rea Farms | Charlotte-Gastonia-Concord, NC | 183 | 80,000 | — |
| Dec-25 | Daniels Marketplace (d) | Cape Coral - Fort Myers, FL | 131 | 72,250 | 30,250 |
| Dec-25 | Mesa Shores | Phoenix - Mesa - Chandler, AZ | 111 | 36,750 | — |
| 1,363 | $464,575 | $60,512 | |||
(a)The Company recognized a fair value adjustment of $507 related to the mortgage payable secured by the property.
(b)The Company recognized a finance lease liability of $10,973 associated with the ground lease assumed upon acquisition. See "Note 13. Commitments and Contingencies".
(c)The Company recognized a fair value adjustment of $607 related to the mortgage payable secured by the property.
(d)The Company recognized a fair value adjustment of $967 related to the mortgage payable secured by the property.
The following table reflects the retail properties acquired during the year ended December 31, 2024:
| Month Acquired | Property | Market | Square Feet | Gross Acquisition Price | Assumption of Mortgage Debt |
|---|---|---|---|---|---|
| Feb-24 | The Plant (a) | Phoenix, AZ | 57 | $29,500 | $13,000 |
| Apr-24 | Moores Mill | Atlanta Metro Area, GA | 70 | 28,000 | — |
| Jun-24 | Maguire Groves (b) | Orlando-Kissimmee, FL | 33 | 16,100 | — |
| Aug-24 | Scottsdale North Marketplace | Phoenix, AZ | 66 | 23,000 | — |
| Oct-24 | Stonehenge Village | Richmond, VA | 214 | 62,100 | — |
| Nov-24 | The Forum | Cape Coral-Fort Myers, FL | 186 | 41,370 | — |
| Dec-24 | Market at Mill Creek | Charleston-Berkeley-Dorchester, SC | 80 | 27,300 | — |
| Dec-24 | Nexton Square | Charleston-Berkeley-Dorchester, SC | 134 | 54,700 | — |
| 840 | $282,070 | $13,000 | |||
(a)The Company recognized a fair value adjustment of $410 related to the mortgage payable secured by the property.
(b)Maguire Groves is immediately adjacent to Plantation Grove, a Publix anchored neighborhood center wholly-owned by the Company. The Company operates these properties under the Plantation Grove name.
The following table presents the Company's purchase price allocations of retail properties acquired, accounted for as asset acquisitions, during the year ended December 31, 2025 and 2024:
| 2025 Acquisitions | 2024 Acquisitions | |||
|---|---|---|---|---|
| Amount | Weighted AverageUseful Life (in Years) | Amount | Weighted AverageUseful Life (in Years) | |
| Land | $72,346 | N/A | $50,074 | N/A |
| Building, roofs, and site improvements | 326,873 | 28.1 | 195,281 | 27.2 |
| Finance lease fair value adjustment (a) | (2,008) | 66.6 | — | N/A |
| In-place lease intangibles | 93,735 | 8.5 | 52,652 | 8.3 |
| Above-market lease intangibles | 2,500 | 7.9 | 1,376 | 5.5 |
| Mortgage payable fair value adjustments | 2,081 | 3.6 | 410 | 1.3 |
| Below-market lease intangibles | (32,641) | 14.3 | (17,435) | 16.4 |
| Net assets acquired | 462,886 | 282,358 | ||
| Capitalized acquisition costs | (2,571) | (1,116) | ||
| Closing credits | 4,260 | 828 | ||
| Gross acquisition price | $464,575 | $282,070 | ||
(a)The Company recognized a fair value adjustment to the finance lease right-of-use ("ROU") asset related to the ground lease assumed upon the acquisition of West Ashley Station. See "Note 13. Commitments and Contingencies".
- Disposed Properties
The following table presents the real property disposed of during the year ended December 31, 2025:
| Month Disposed | Property | Market | Square Feet | Gross Disposition Price | Gain on Sale |
|---|---|---|---|---|---|
| Jun-25 | California portfolio (a) | California | 746 | $306,000 | $90,909 |
| Sep-25 | Custer Creek Village (b) | Dallas - Fort Worth - Arlington, TX | N/A | 229 | 52 |
| 746 | $306,229 | $90,961 | |||
(a)The Company disposed offive properties, consisting of River Oaks Shopping Center, Campus Marketplace, Old Grove Marketplace, Bear Creek Village Center, and Pavilion at La Quinta, as part of a portfolio sale.
(b)This disposition was related to the completion of a partial condemnation at one retail property.
The following table presents the real property disposed of during the year ended December 31, 2024:
| Month Disposed | Property | Market | Square Feet | Gross Disposition Price | Gain (Loss) on Sale, net |
|---|---|---|---|---|---|
| Jul-24 | Eldridge Town Center & Windermere Village (a) | Houston-Sugar Land-Baytown, TX | N/A | $602 | $334 |
| Oct-24 | Stevenson Ranch | Los Angeles, CA | 187 | 57,800 | (614) |
| Dec-24 | Eldridge Town Center & Windermere Village (b) | Houston-Sugar Land-Baytown, TX | 31 | 10,150 | 4,137 |
| 218 | $68,552 | $3,857 | |||
(a)This disposition was related to the completion of a partial condemnation at one retail property.
(b)This disposition included the sale of an outparcel at Eldridge Town Center and the entirety of Windermere Village. Subsequent to the transaction, the Company continues to operate the remaining property under the Eldridge Town Center name.
- Investment in Unconsolidated Entities
Joint Venture Interest in IAGM
On April 17, 2013, the Company and PGGM Private Real Estate Fund formed IAGM Retail Fund I, LLC ("IAGM"), a joint venture partnership in which the Company owned a 55% interest, for the purpose of acquiring, owning, managing, and disposing of retail properties and sharing in the profits and losses from those retail properties and their activities.
On January 18, 2023, the Company acquired thefour remaining retail properties from IAGM, for an aggregate purchase price of$222.3 million, by acquiring 100% of the membership interests in each of IAGM's wholly owned subsidiaries. The Company assumed aggregate mortgage debt of$92.5 millionand funded the remaining balance with its available liquidity. IAGM recognized a gain on sale of $45.2 million, of which the Company'sshare was approximately $24.9 million. The Company's aggregate deferred gains related to its previously owned equity interest in real estate acquisitions from IAGM of $39.9 millionare reflected in the basis of the respective acquired assets. Subsequent to the transaction, IAGM proportionately distributed substantially all net proceeds from the sale, of which the Company's share was approximately $71.4 million. In connection with the foregoing, IAGM adopted a liquidation plan on January 11, 2023. On December 15, 2023, IAGM was fully liquidated.
On January 18, 2023, the Company acquired IAGM'stwo interest rate swap agreements which achieved fixed interest rates on an aggregate notional amount of $75.0 million of the assumed pooled mortgage priced in a Secured Overnight Financing Rate ("SOFR"), each of which repriced monthly ("1-Month Term SOFR"). IAGM recognized a gain on sale of $2.6 million representing the fair value of the derivatives, of which the Company'sshare was approximately$1.4 million. The Company deferred its share of IAGM's gain on sale of derivatives, initially reflecting it within accumulated comprehensive income and amortized it to interest expense, net, through the instruments' maturity date of November 2, 2023.
- Intangible Assets, Liabilities, and Deferred Leasing Costs
The following table summarizes the Company's intangible assets, intangible liabilities, and deferred leasing costs:
| As of December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Intangible assets: | ||
| In-place leases | $289,721 | $216,175 |
| Above-market leases | 16,970 | 16,053 |
| Intangible assets | 306,691 | 232,228 |
| Accumulated amortization: | ||
| In-place leases | (104,186) | (87,104) |
| Above-market leases | (8,542) | (7,704) |
| Accumulated amortization | (112,728) | (94,808) |
| Intangible assets, net | $193,963 | $137,420 |
| Intangible liabilities: | ||
| Below-market leases | $91,953 | $65,776 |
| Accumulated amortization | (23,478) | (22,879) |
| Intangible liabilities, net | $68,475 | $42,897 |
| Deferred leasing costs: | ||
| Leasing costs | $26,410 | $25,132 |
| Accumulated amortization | (10,170) | (8,993) |
| Deferred leasing costs, net | $16,240 | $16,139 |
The following table summarizes the amortization related to intangible assets, intangible liabilities, and deferred leasing costs:
| Year ended December 31 | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Intangible assets: | |||
| In-place leases | $36,655 | $28,133 | $32,179 |
| Above-market leases | 2,309 | 2,452 | 2,977 |
| Amortization of intangible assets | $38,964 | $30,585 | $35,156 |
| Intangible liabilities: | |||
| Amortization of below-market leases | $6,273 | $4,879 | $5,976 |
| Deferred leasing costs: | |||
| Amortization of deferred leasing costs | $3,153 | $3,213 | $2,691 |
The following table summarizes the amortization during the next five years and thereafter related to intangible assets, intangible liabilities, and deferred leasing costs as of December 31, 2025:
| Year ending December 31, | In-place leases | Above-market leases | Below-market leases | Deferred leasing costs |
|---|---|---|---|---|
| 2026 | $37,418 | $2,080 | $6,987 | $2,628 |
| 2027 | 29,831 | 1,600 | 6,198 | 2,386 |
| 2028 | 24,941 | 1,236 | 5,705 | 2,109 |
| 2029 | 19,212 | 868 | 5,271 | 1,852 |
| 2030 | 15,375 | 737 | 5,082 | 1,583 |
| Thereafter | 58,758 | 1,907 | 39,232 | 5,682 |
| Total | $185,535 | $8,428 | $68,475 | $16,240 |
- Debt
The Company's debt consists of mortgages payable, unsecured term loans, senior notes, an unsecured revolving line of credit, and a finance lease liability. The Company believes it has the ability to repay, refinance, or extend any of its debt, and that it has adequate sources of funds to meet short-term cash needs. It is anticipated that the Company will use proceeds from property sales, cash on hand, and available capacity on credit agreements, if any, to repay, refinance or extend the mortgages payable maturing in the near term.
The Company's credit agreements and mortgage loans require compliance with certain covenants, such as debt service coverage ratios, investment restrictions, and distribution limitations. As of December 31, 2025 and 2024, the Company was in compliance with all loan covenants.
Mortgages Payable
During the years ended December 31, 2025 and 2024, the Company assumed aggregate mortgages payable of $60.5 million and $13.0 million, respectively.
During the years ended December 31, 2025 and 2024, the Company extinguished aggregate mortgages payable of $35.9 million and $88.2 million, respectively, with its available liquidity.
Credit Agreements
The Company has a $500.0 million revolving credit facility (the "Revolving Credit Facility"). The Revolving Credit Facility is scheduled to mature on January 15, 2029, withone 6-month extension option. On August 25, 2025, the Company entered into an amendment to the Revolving Credit Facility (the "Revolving Credit Facility Amendment," and the Revolving Credit Facility as amended, the "Amended Revolving Credit Facility"), which modified the applicable interest rate thereunder by removing the credit spread adjustment to SOFR, in addition to other modifications. As of December 31, 2025, the Company had available liquidity of $445.0 million under its Amended Revolving Credit Facility.
On August 25, 2025, the Company entered into an amendment (the "Term Loan Amendment") to its $400.0 million Term Loan Credit Agreement (as amended, the "Amended Term Loan Agreement"), which provides for, among other things, an extension of the maturity dates of each tranche. The Amended Term Loan Agreement consists of a $200.0 million 5-year tranche maturing on August 26, 2030, and a $200.0 million 5.5-year tranche maturing February 24, 2031. The Term Loan Amendment also modified the interest rates, with each tranche bearing interest at a rate equal to, at the Company's option, term SOFR, daily simple SOFR or the adjusted base rate (with no credit spread adjustment) plus a margin ranging from 115 to 160 basis points (in the case of SOFR loans) and 15 to 60 basis points (in the case of base rate loans), in each case, based on the Company’s leverage ratio.
Senior Notes
The Company issued $250.0 million aggregate principal amount of senior notes in a private placement, of which (i) $150.0 million are designated as 5.07% Senior Notes, Series A, due August 11, 2029 (the "Series A Notes") and (ii) $100.0 million are designated as 5.20% Senior Notes, Series B, due August 11, 2032 (the "Series B Notes" and, together with the Series A Notes, the "Notes"). The Notes were issued at par and pay interest semiannually on February 11th and August 11th until their respective maturities.
The Company may prepay at any time all or any part of the Notes, in an amount not less than 5% of the aggregate principal amount of any series of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount prepaid plus accrued interest and a Make-Whole Amount (as defined in the Note Purchase Agreement). The Notes are required to be absolutely and unconditionally guaranteed by certain subsidiaries of the Company that guarantee certain material credit facilities of the Company. Currently, there are no subsidiary guarantees of the Notes.
Finance Lease Liability
On June 10, 2025, in connection with its acquisition of West Ashley Station, the Company assumed a ground lease and recognized a related finance lease liability of $10,973. As of December 31, 2025, the balance of thefinance lease liability was $11,082. See "Note 13. Commitments and Contingencies".
The following table summarizes the Company's debt as of December 31, 2025 and 2024:
| Interest Rate Type · As of December 31, 2025 · As of December 31, 2024 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Maturity Date · Interest Rate · Amount · Interest Rate · Amount | ||||||||
| Mortgages Payable | ||||||||
| Total mortgages payable | Various | Fixed | 4.28% (a) | $117,605 | 3.97% (a) | $93,380 | ||
| Total | 117,605 | 93,380 | ||||||
| Term Loans | ||||||||
| $200.0 million 5 year | Aug-30 | Fixed | 2.66% (b) | 100,000 | 2.81% (b) | 100,000 | ||
| $200.0 million 5 year | Aug-30 | Fixed | 2.66% (b) | 100,000 | 2.81% (b) | 100,000 | ||
| $200.0 million 5.5 year | Feb-31 | Fixed | 2.63% (c) | 50,000 | 2.78% (b) | 50,000 | ||
| $200.0 million 5.5 year | Feb-31 | Fixed | 2.69% (c) | 50,000 | 2.84% (b) | 50,000 | ||
| $200.0 million 5.5 year | Feb-31 | Fixed | 4.84% (c) | 100,000 | 4.99% (b) | 100,000 | ||
| Total | 400,000 | 400,000 | ||||||
| Senior Notes | ||||||||
| $150.0 million Series A Notes | Aug-29 | Fixed | 5.07% | 150,000 | 5.07% | 150,000 | ||
| $100.0 million Series B Notes | Aug-32 | Fixed | 5.20% | 100,000 | 5.20% | 100,000 | ||
| Total | 250,000 | 250,000 | ||||||
| Revolving Line of Credit | ||||||||
| $500.0 million total capacity | Jan-29 | Variable | 1M SOFR +1.05% (d)(e) | 55,000 | 1M SOFR + 1.15% (d)(e) | — | ||
| Total secured and unsecured debt | 4.04% | 822,605 | 4.03% | 743,380 | ||||
| Finance Lease Liability | ||||||||
| West Ashley Station Ground Lease | Jan-92 | N/A | N/A | 11,082 | N/A | N/A | ||
| Debt discounts and financing costs, net | (7,806) | (2,965) | ||||||
| Debt, net | $825,881 | $740,415 | ||||||
(a)Interest rates reflect the weighted average of the Company's mortgages payable.
(b)Interest rates reflect the fixed rates achieved through the Company's effective interest rate swaps terminating on September 22, 2026, at which point the fixed interest rate will become 4.50%.
(c)Interest rates reflect the fixed rates achieved through the Company's effective interest rate swaps terminating on March 22, 2027, at which point the weighted average fixed interest rate will become 4.58%.
(d)As of December 31, 2025 and 2024, 1-Month Term SOFR was 3.69% and 4.33%, respectively.
(e)Interest rate applies to drawn balance only. An additional annual facility fee of 0.15% applies to entire line of credit capacity.
The following table summarizes the scheduled payments and maturities of the Company's debt as of December 31, 2025:
| Scheduled maturities by year: · Mortgage Payments · Mortgage Maturities · Term Loan & Senior Notes · Revolving Line of Credit · Total | |||||||
|---|---|---|---|---|---|---|---|
| 2026 | $773 | $— | $— | $— | $773 | ||
| 2027 | 810 | 26,000 | — | — | 26,810 | ||
| 2028 | 495 | 21,321 | — | — | 21,816 | ||
| 2029 | 449 | 61,750 | 150,000 | 55,000 | 267,199 | ||
| 2030 | 154 | 5,853 | 200,000 | — | 206,007 | ||
| Thereafter | — | — | 300,000 | — | 300,000 | ||
| Total | $2,681 | $114,924 | $650,000 | $55,000 | $822,605 | ||
| Finance lease liability | 11,082 | ||||||
| Debt discounts and financing costs, net | (7,806) | ||||||
| Total Debt, net | $825,881 | ||||||
Interest Rate Swaps
As of December 31, 2025, the Company was party tofive effective andfour forward-starting interest rate swap agreements, the latter of which address the periods between the termination dates of the effective swaps and the maturity dates of the Amended Term Loan Agreement. In tandem, the interest rate swaps achieve fixed interest rates for a constant notional amount through the maturity dates of the Amended Term Loan Agreement.
The following table summarizes the Company'sfive effective interest rate swaps as of December 31, 2025 and 2024:
| EffectiveInterest Rate Swaps | Effective Date | Termination Date | InvenTrust Receives | InvenTrust Pays Fixed Rate of | Fixed RateAchieved (a) | Notional Amount |
|---|---|---|---|---|---|---|
| 5.5 year Term Loan | 4/3/23 | 3/22/27 | 1-Month SOFR | 3.69% | 4.84% | $100,000 |
| 5 year Term Loan | 12/21/23 | 9/22/26 | 1-Month SOFR | 1.51% | 2.66% | 100,000 |
| 5 year Term Loan | 12/21/23 | 9/22/26 | 1-Month SOFR | 1.51% | 2.66% | 100,000 |
| 5.5 year Term Loan | 6/21/24 | 3/22/27 | 1-Month SOFR | 1.54% | 2.69% | 50,000 |
| 5.5 year Term Loan | 6/21/24 | 3/22/27 | 1-Month SOFR | 1.48% | 2.63% | 50,000 |
| $400,000 | ||||||
The following table summarizes the Company'sfour forward-starting interest rate swaps as of December 31, 2025:
| Forward-StartingInterest Rate Swaps | Effective Date | Termination Date | InvenTrust Receives | InvenTrust Pays Fixed Rate of | Fixed RateAchieved (a) | Notional Amount |
|---|---|---|---|---|---|---|
| 5 year Term Loan | 9/22/26 | 8/26/30 | Daily SOFR | 3.35% | 4.50% | $100,000 |
| 5 year Term Loan | 9/22/26 | 8/26/30 | Daily SOFR | 3.35% | 4.50% | 100,000 |
| 5.5 year Term Loan | 3/22/27 | 2/24/31 | Daily SOFR | 3.42% | 4.57% | 100,000 |
| 5.5 year Term Loan | 3/22/27 | 2/24/31 | Daily SOFR | 3.43% | 4.58% | 100,000 |
| $400,000 | ||||||
The following table summarizes the effects of derivative financial instruments on the consolidated financial statements for the years ended December 31, 2025, 2024 and 2023:
| Location and amount of (loss) gain recognized in accumulated comprehensive income (loss) · Location and amount of gain (loss) reclassified from accumulated comprehensive income into net income · Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 · 2024 · 2023 · 2025 · 2024 · 2023 · 2025 · 2024 · 2023 | |||||||||||
| Unrealized (loss) gain on derivatives | $(807) | $9,019 | $6,228 | Interest expense, net | $8,858 | $12,667 | $14,875 | Interest expense, net | $34,519 | $37,100 | $38,138 |
- Fair Value Measurements
Recurring Measurements
The following financial instruments are remeasured at fair value on a recurring basis:
| Fair Value Measurements as of | ||||||
|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | |||||
| Cash Flow Hedges: (a) (b) | Level 1 | Level 2 (c) | Level 3 | Level 1 | Level 2 (c) | Level 3 |
| Derivative interest rate swap assets | $— | $5,196 | $— | $— | $14,426 | $— |
| Derivative interest rate swap liabilities | $— | $(435) | $— | $— | $— | $— |
(a)During the twelve months subsequent to December 31, 2025, an estimated $4,267 of derivative interest rate balances recognized in accumulated comprehensive income will be reclassified into earnings.
(b)As of December 31, 2025 and 2024, the Company determined that the credit valuation adjustments associated with nonperformance risk are not significant to the overall valuation of its derivatives. As a result, the Company's derivative valuations in their entirety are classified as Level 2 of the fair value hierarchy.
(c)Derivative assets or liabilities are recognized as a part of deferred costs and other assets, net or other liabilities, respectively.
Level 1
At December 31, 2025 and 2024, the Company hadno Level 1 recurring fair value measurements.
Level 2
To calculate the fair value of the derivative interest rate instruments, the Company primarily uses quoted prices for similar contracts and inputs based on data that are observed in the forward yield curve that is widely observable in the marketplace. The Company also incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements that utilize Level 3 inputs, such as estimates of current credit spreads.
Level 3
At December 31, 2025 and 2024, the Company hadno Level 3 recurring fair value measurements.
Non-Recurring Measurements
Investment Properties
During the year ended December 31, 2025, the Company hadno Level 3 nonrecurring fair value measurements.
During the year ended December 31, 2024, the Company recorded an impairment of real estate assets of $3,854 onone retail property. The property was sold on October 31, 2024 for $57,800, resulting in a loss on sale of $614, which was primarily related to closing costs.
Financial Instruments Not Measured at Fair Value
The following table summarizes the estimated fair value of financial instruments presented at carrying values in the Company's consolidated financial statements as of December 31, 2025 and 2024:
| December 31, 2025 | December 31, 2024 | |||||
|---|---|---|---|---|---|---|
| Carrying Value | Estimated Fair Value | Market Interest Rate | Carrying Value | Estimated Fair Value | Market Interest Rate | |
| Mortgages payable | $117,605 | $111,945 | 6.09% | $93,380 | $87,576 | 6.64% |
| Senior notes | 250,000 | 248,320 | 5.24% | 250,000 | 236,480 | 6.23% |
| Term loans | 400,000 | 398,701 | 4.64% | 400,000 | 400,170 | 5.29% |
| Revolving line of credit | 55,000 | 54,957 | 4.37% | — | — | N/A |
The market interest rates used to estimate the fair value of the Company's mortgages payable, senior notes, term loan, and Revolving Credit Facility reflect the terms currently available on similar borrowing terms to borrowers with credit profiles similar to that of the Company. Debt instrument valuations within Level 2 of the fair value hierarchy.
- Earnings Per Share and Equity Transactions
Basic earnings per share ("EPS") is computed by dividing net income or loss attributed to common shares by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that may occur from awards issued pursuant to stock-based compensation plans.
The following table reconciles the amounts used in calculating basic and diluted EPS:
| Year ended December 31 | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Numerator: | |||
| Net income attributed to common shares - basic and diluted | $111,421 | $13,658 | $5,269 |
| Denominator: | |||
| Weighted average common shares outstanding - basic | 77,598,121 | 70,394,448 | 67,531,898 |
| Dilutive effect of unvested restricted shares | 740,328 | 616,120 | 281,282 |
| Weighted average common shares outstanding - diluted | 78,338,449 | 71,010,568 | 67,813,180 |
| Basic and diluted earnings per common share: | |||
| Net income per common share - basic | $1.44 | $0.19 | $0.08 |
| Net income per common share - diluted | $1.42 | $0.19 | $0.08 |
ATM Program
The Company maintains an at-the-market equity offering program (the "ATM Program") through which the Company may sell from time to time up to an aggregate of $250.0 million of its common stock. In connection with the ATM Program, the Company may sell shares of its common stock to or through sales agents, or may enter into separate forward sale agreements with one of the agents, or one of their respective affiliates, as a forward purchaser. During the year ended December 31, 2025, no shares were issued under the ATM Program. As of December 31, 2025, $236.7 million of common stock remains available for issuance under the ATM Program.
The following table summarizes the Company's activity under the ATM Program:
| Number ofShares Issued | Weighted Average Price | Gross Proceeds | Commissions | Net Proceeds | |
|---|---|---|---|---|---|
| Quarter ended December 31, 2023 | 208,040 | $26.13 | $5,437 | $68 | $5,369 |
| Quarter ended December 31, 2024 | 254,082 | $30.96 | $7,866 | $99 | $7,767 |
Share Repurchase Program
The Company maintains a share repurchase program (the "SRP") of up to $150.0 million of the Company's outstanding shares of common stock. The SRP may be suspended or discontinued at any time, and does not obligate the Company to repurchase any dollar amount or particular amount of shares. As of December 31, 2025, the Company hasnot repurchased any common stock under the SRP.
Common Stock Offering
On September 25, 2024, the Company completed an underwritten public offering of its common stock at a price to the public of $28.00 per share. The Company issued and sold 9,200,000 shares of its common stock, including 1,200,000 shares issued in connection with the full exercise of the underwriters' over-allotment option. The Company received $247.3 million of net proceeds, after deducting $10.3 million in underwriting discounts and commissions.
- Stock-Based Compensation
Incentive Award Plan
As of December 31, 2025, outstanding awards of RSUs were categorized as either time-based awards or market-based awards, each with tandem dividend equivalents. As of December 31, 2025,2,514,805 shares were available for future issuance under the Incentive Award Plan.
Market-based awards are valued as of the grant date utilizing a Monte Carlo simulation model that assesses the probability of satisfying certain market performance thresholds over athree year performance period.
The following table summarizes the Company's significant assumptions used in the Monte Carlo simulation models:
| At Grant Date | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Volatility | 27.00% | 31.00% | 34.00% |
| Risk free interest rate | 4.35% | 4.42% | 4.45% |
| Dividend Yield | 3.30% | 3.40% | 3.20% |
The following table summarizes the Company's RSU activity under the Incentive Award Plan:
| Unvested Time-Based RSUs | Unvested Performanceand Market-Based RSUs | Weighted Average Grant Date Price Per Share | |
|---|---|---|---|
| Outstanding as of January 1, 2023 | 123,427 | 712,051 | $23.35 |
| Shares granted | 152,393 | 445,828 | $18.40 |
| Shares vested | (126,885) | (60,042) | $29.50 |
| Unearned performance shares | — | (69,803) | $31.40 |
| Shares forfeited | (1,343) | (3,263) | $19.51 |
| Outstanding as of December 31, 2023 | 147,592 | 1,024,771 | $19.36 |
| Shares granted | 197,884 | 335,936 | $19.78 |
| Shares vested | (155,511) | (113,954) | $26.33 |
| Unearned performance shares | — | (82,665) | $28.90 |
| Shares forfeited | (2,190) | (17,360) | $17.41 |
| Outstanding as of December 31, 2024 | 187,775 | 1,146,728 | $17.71 |
| Shares granted | 179,267 | 361,634 | $22.98 |
| Shares vested | (162,425) | (188,101) | $20.95 |
| Unearned performance shares | — | (188,100) | $16.41 |
| Shares forfeited | (9,381) | (3,401) | $24.34 |
| Outstanding as of December 31, 2025 | 195,236 | 1,128,760 | $19.12 |
Employee Stock Purchase Plan
Employees may purchase up to an aggregate of 3,300,000 shares of the Company's common stock under the ESPP, of which 3,250,156 shares remain available as of December 31, 2025.
The following table summarizes the Company's activity under the ESPP:
| Year ended December 31 | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Shares purchased | 24,209 | 13,907 | 11,728 |
| Weighted average discounted issuance price | $20.17 | $20.14 | $20.07 |
| Issuance proceeds | $488 | $280 | $235 |
Stock-Based Compensation Expense
The following table summarizes the Company's stock-based compensation expense:
| Year ended December 31 | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Incentive Award Plan, net (a) | $10,765 | $9,759 | $8,953 |
| Employee Stock Purchase Plan (b) | 142 | 137 | 68 |
| Stock-based compensation expense, net | $10,907 | $9,896 | $9,021 |
(a)As of December 31, 2025, there was $11,577 of total estimated unrecognized compensation expense related to the Incentive Award Plan which will be recognized through December 2028.
(b)As of December 31, 2025, there was $179 of total estimated unrecognized compensation expense related to the ESPP which will be recognized through June 2027.
- Segment Information
Segment Performance
The chief operating decision maker (the "CODM") believes net income or loss determined in accordance with GAAP is the most appropriate earnings measurement to assess the Company's overall performance. Additionally, the CODM evaluates the consolidated performance of the Company's portfolio of retail properties based on Net Operating Income ("NOI"), a supplemental non-GAAP measure. NOI excludes general and administrative expenses, depreciation and amortization, other income and expense, net, gains (losses) from sales of properties, gains (losses) on extinguishment of debt, impairment of real estate assets, interest expense, net, lease termination income and expense, and GAAP rent adjustments such as amortization of market lease intangibles, amortization of lease incentives, and straight-line rent adjustments ("GAAP Rent Adjustments").
The CODM believes the supplemental non-GAAP measure of NOI is an important measure in assessing operating performance and provides added comparability across periods when evaluating the Company's financial condition and operating performance that is not readily apparent from "Net income" in accordance with GAAP.
Retail properties generally require capital investments, including value-enhancing development and redevelopment projects and leasing commissions. During the year ended December 31, 2025 and 2024, the Company paid $44,522 and $36,116 of capital investments and leasing costs, respectively. As of December 31, 2025 and 2024, total accrued capital investments and leasing costs were $4,248 and $3,620, respectively.
The measure of segment assets regularly reviewed by the CODM is reported on the consolidated balance sheets as Total assets. No single tenant comprises 10% or more of the Company's Lease income, net for any years presented.
Net Operating Income
The following table reconciles net income, the most directly comparable GAAP measure, to NOI:
| Year Ended December 31 | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Net income | $111,421 | $13,658 | $5,269 |
| Adjustments to reconcile to NOI: | |||
| Other income and expense, net | (3,575) | (3,755) | (5,480) |
| Equity in losses of unconsolidated entities | — | — | 557 |
| Interest expense, net | 34,519 | 37,100 | 38,138 |
| Loss on extinguishment of debt | — | — | 15 |
| Gain on sale of investment properties, net | (90,961) | (3,857) | (2,691) |
| Impairment of real estate assets | — | 3,854 | — |
| Depreciation and amortization | 128,497 | 113,948 | 113,430 |
| General and administrative | 34,925 | 33,172 | 31,797 |
| Other fee income | — | — | (80) |
| Adjustments to NOI (a) | (8,401) | (7,548) | (7,528) |
| NOI | $206,425 | $186,572 | $173,427 |
(a)Adjustments to NOI include lease termination income and expense and GAAP Rent Adjustments.
Significant Expenses
The following table reflects the disaggregation of property operating expenses:
| Year Ended December 31 | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Repairs and maintenance | $16,334 | $13,366 | $14,270 |
| Payroll, benefits, and office | 10,559 | 10,510 | 10,690 |
| Utilities and waste removal | 10,527 | 9,462 | 8,747 |
| Property insurance | 5,507 | 6,668 | 5,552 |
| Security, legal, and other expenses | 3,706 | 3,387 | 3,573 |
| Lease termination expense | — | 20 | — |
| Property operating expenses | $46,633 | $43,413 | $42,832 |
- Commitments and Contingencies
Legal Matters
The Company is subject, from time to time, to various types of third-party legal claims or litigation that arise in the ordinary course of business, including, but not limited to, property loss claims, personal injury or other damages resulting from contact with the Company's properties. These claims and lawsuits and any resulting damages are generally covered by the Company's insurance policies. The Company accrues for legal costs associated with loss contingencies when these costs are probable and reasonably estimable. While the resolution of these matters cannot be predicted with certainty, based on currently available information, management does not expect that the final outcome of any pending claims or legal proceedings will have a material adverse effect on the financial condition, results of operations or cash flows of the Company.
Captive Insurance Company
In April 2023, the Company formed a wholly-owned captive insurance company (the "Captive"), which provides insurance coverage for all losses below the deductibles of the Company's third party liability insurance policies relating to wind, flood, named windstorm, earthquake, fire, and other property-related perils. The Company formed the Captive as part of its overall risk management program and to stabilize insurance costs, manage exposures, and recoup expenses through the function of the captive program. In January 2025, the Captive began underwriting the first layer of general liability insurance. An actuarial analysis is performed to estimate future projected claims, related deductibles, and projected expenses necessary to fund associated risk management programs. The Captive generally establishes annual premiums based on projections derived from the past loss experience. The Captive is capitalized in accordance with the applicable regulatory requirements.
The following table summarizes the activity in the liability for unpaid losses and loss adjustment expenses:
| 2025 | 2024 | |
|---|---|---|
| Balance at the beginning of the year | $820 | $— |
| Incurred related to: | ||
| Current year | 394 | 881 |
| Prior years | 22 | — |
| Total incurred | 416 | 881 |
| Paid related to: | ||
| Current year | (94) | (61) |
| Prior years | (842) | — |
| Total paid | (936) | (61) |
| Balance at the end of the year | $300 | $820 |
Lessee Operating and Finance Lease Commitments
The Company has non-cancelable leases for corporate office space for which the Company recognizes operating lease ROU assets and related lease liabilities.
The land underlying West Ashley Station is subject to a long-term ground lease whereby the Company, as lessee, is required to pay fixed and variable rent. On June 10, 2025, the Company recognized afinance lease ROU asset of $8,965, inclusive of an initial fair value adjustment of $2,008, and related finance lease liability of $10,973. The ground lease expires in January 2092.
For operating and finance leases, the discount rate applied to initially measure each ROU asset and lease liability is based on the Company's incremental borrowing rate ("IBR"), as the rates implicit in the lease are not readily determinable. The Company utilizes a market-based approach to estimate an IBR for each lease, which generally considers market-based interest rates and publicly available data for instruments with similar characteristics. The Company also considers adjustments, as needed, related to tenor, credit spreads, and credit ratings, if not fully incorporated by the aforementioned data sets.
The following table summarizes the Company's operating and finance leases as of December 31, 2025 and December 31, 2024:
| As of | ||||
|---|---|---|---|---|
| Balance Sheet Caption · December 31, 2025 · December 31, 2024 | ||||
| Operating lease ROU assets | Deferred costs and other assets, net | $2,683 | $3,012 | |
| Operating lease ROU accumulated amortization | Deferred costs and other assets, net | $(1,144) | $(1,163) | |
| Operating lease liabilities | Other liabilities | $(2,129) | $(2,528) | |
| Finance lease ROU asset | Building and other improvements | $8,965 | $— | |
| Finance lease ROU accumulated amortization | Accumulated depreciation | $(75) | $— | |
| Finance lease liability | Debt, net | $(11,082) | $— | |
| Weighted-average remaining lease term - Operating leases | 4.5 years | 5.2 years | ||
| Weighted-average remaining lease term - Finance lease | 66.1 years | N/A | ||
| Weighted-average discount rate - Operating leases | 4.48% | 4.49% | ||
| Weighted-average discount rate - Finance lease | 6.80% | N/A | ||
The following table summarizes the Company's lease costs for the years ended December 31, 2025 and 2024:
| Statement of Operations Expense Caption · Year ended December 31 | |||
|---|---|---|---|
| 2025 · 2024 | |||
| Operating lease costs: | |||
| Minimum lease cost | General and administrative | $431 | $559 |
| Variable lease cost | General and administrative | 299 | 300 |
| Short-term lease cost | General and administrative | — | 200 |
| Finance lease costs: | |||
| Amortization of ROU asset | Depreciation and amortization | $75 | $— |
| Interest on lease liability | Interest expense, net | $416 | $— |
| Variable lease cost | Property operating | $79 | $— |
The following table summarizes the Company's future minimum lease obligations as of December 31, 2025:
| Future Minimum Lease Payments | ||
|---|---|---|
| Scheduled minimum payments by year: | Operating Leases | Finance Lease |
| 2026 | $517 | $550 |
| 2027 | 529 | 578 |
| 2028 | 522 | 605 |
| 2029 | 493 | 605 |
| 2030 | 293 | 605 |
| Thereafter | — | 71,211 |
| Total expected minimum lease obligation | 2,354 | 74,154 |
| Less: Amount representing interest (a) | (225) | (63,072) |
| Present value of net minimum lease payments | $2,129 | $11,082 |
(a)Interest includes the amount necessary to reduce the total expected minimum lease obligations to present value calculated at the Company's IBR.
- Subsequent Events
In preparing its consolidated financial statements, the Company evaluated events and transactions occurring after December 31, 2025 through the date the financial statements were issued for recognition and disclosure purposes.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.