Armada Hoffler Properties, Inc.

Previous wording

We are a vertically-integrated, self-managed REIT with over four decades of experience managing high-quality properties located primarily in the Mid-Atlantic and Southeastern United States. As of December 31, 2024, our stabilized operating property portfolio was comprised of 46 retail properties, 14 office properties, and 11 multifamily properties. In addition to our operating property portfolio, we had 2 retail properties, 1 office property, and 1 multifamily property in various stages of predevelopment, development, redevelopment, or stabilization as of December 31, 2024. We also provide general contracting services to third parties and invest in development projects through mezzanine lending arrangements and equity investments.

Current wording

We are a self-managed REIT with over four decades of experience managing high-quality properties located primarily in the Mid-Atlantic and Southeastern United States. As of December 31, 2025, our stabilized operating property portfolio was comprised of 46 retail properties, 14 office properties, and 11 multifamily properties. In addition to our operating property portfolio, we had three retail properties, two office properties, and three multifamily properties in various stages of predevelopment, development, redevelopment, or stabilization as of December 31, 2025. We also have historically provided general contracting services to third parties and invested in development projects through mezzanine lending arrangements and equity investments.

Previous wording

Substantially all of our assets are held by, and all of our operations are conducted through, our Operating Partnership. We are the sole general partner of our Operating Partnership and, as of December 31, 2024, we owned, through a combination of direct and indirect interests, 78.6% of the outstanding OP Units in our Operating Partnership.

Current wording

Substantially all of our assets are held by, and all of our operations are conducted through, our Operating Partnership. We are the sole general partner of our Operating Partnership and, as of December 31, 2025, we owned, through a combination of direct and indirect interests, 77.3% of the outstanding OP Units in our Operating Partnership.

Previous wording

General Contracting and Real Estate Services Revenues

Current wording

The following discussion should be read in conjunction with the consolidated financial statements and notes thereto appearing in Item 8 of this Annual Report on Form 10-K. All historical financial information has been retrospectively adjusted to reflect the general contracting and real estate services segment as discontinued operations. The decision to exit the general contracting and real estate services segment resulted in the reclassification of approximately $132.5 million in revenue for the year ended December 31, 2025 to discontinued operations.

Previous wording

As of December 31, 2024, we operated our business in five segments: (i) retail real estate, (ii) office real estate, (iii) multifamily residential real estate, (iv) general contracting and real estate services, and (v) real estate financing. See “—Real Estate Financing Segment Data” below for additional information regarding the real estate financing segment and its introduction as a reportable segment during the year ended December 31, 2024. Our general contracting and real estate services segment is conducted through our TRS.

Current wording

As of December 31, 2025, we operated our business in four segments: (i) retail real estate, (ii) office real estate, (iii) multifamily residential real estate, and (iv) real estate financing.

Previous wording

NOI is the primary measure used by our chief operating decision-maker to assess segment performance and allocate our resources among our segments. We calculate NOI as segment revenues less segment expenses. Segment revenues include rental revenues for our property segments, general contracting and real estate services revenues for our general contracting and real estate services segment, and interest income for our real estate financing segment. Segment expenses include rental expenses and real estate taxes for our property segments, general contracting and real estate services expenses for our general contracting and real estate services segment, and interest expense for our real estate financing segment. NOI is not a measure of operating income or cash flows from operating activities as measured by GAAP and is not indicative of cash available to fund cash needs. As a result, NOI should not be considered an alternative to cash flows as a measure of liquidity. Not all companies calculate NOI in the same manner. We consider NOI to be an appropriate supplemental measure to net income because it assists both investors and management in understanding the core operations of our real estate, construction, and real estate financing businesses. See Note 3 to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K for a reconciliation of NOI to net income, the most directly comparable GAAP measure.

Current wording

NOI is the primary measure used by our chief operating decision-maker to assess segment performance and allocate our resources among our segments. We calculate NOI as segment revenues less segment expenses. Segment revenues include rental revenues for our property segments and interest income for our real estate financing segment. Segment expenses include rental expenses and real estate taxes for our property segments and interest expense for our real estate financing segment. NOI is not a measure of operating income or cash flows from operating activities as measured by GAAP and is not indicative of cash available to fund cash needs. As a result, NOI should not be considered an alternative to cash flows as a measure of liquidity. Not all companies calculate NOI in the same manner. We consider NOI to be an appropriate supplemental measure to net income because it assists both investors and management in understanding the core operations of our real estate and real estate financing businesses. See Note 3 to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K for a reconciliation of NOI to net income, the most directly comparable GAAP measure.

Previous wording

We define same store properties as those that we owned and operated and that were stabilized for the entirety of both periods compared. We generally consider a property to be stabilized upon the earlier of: (i) the quarter after the property reaches 80% occupancy or (ii) the thirteenth quarter after the property receives its certificate of occupancy. Additionally, any property that is fully or partially taken out of service for the purpose of redevelopment is no longer considered stabilized until the redevelopment activities are complete, the asset is placed back into service, and the stabilization criteria above are again met. A property may also be fully or partially taken out of service as a result of a partial disposition, depending on the significance of the portion of the property disposed. Finally, any property classified as held for sale is taken out of service for the purpose of computing same store operating results.

Current wording

We define same store properties as those that we owned and operated and that were stabilized for the entirety of both periods compared. We generally consider a property to be stabilized upon the earlier of: (i) the quarter after the property reaches 80% occupancy or (ii) the thirteenth quarter after the property receives its certificate of occupancy. Additionally, any property that is fully or partially taken out of service for the purpose of redevelopment or is impacted by significant disruptive events (e.g. fire, flood) is no longer considered stabilized until the redevelopment or repair activities are complete, the asset is placed back into service, and the stabilization criteria above are again met. A property may also be fully or partially taken out of service as a result of a partial disposition, depending on the significance of the portion of the property disposed. Finally, any property classified as held for sale is taken out of service for the purpose of computing same store operating results.

Previous wording

(1) Same store excludes Chronicle Mill Retail, Southern Post Retail, The Interlock Retail, and Columbus Village II, as well as Nexton Square and Market at Mill Creek which were disposed in the fourth quarter of 2024.

Current wording

(2)Same store excludes Chronicle Mill Retail, Southern Post Retail, The Interlock Retail, and Columbus Village II, as well as Nexton Square and Market at Mill Creek which were disposed in the fourth quarter of 2024.

Previous wording

(1)Same store excludes Chronicle Mill Office, Southern Post Office, and The Interlock Office.

Current wording

(2)Same store excludes Chronicle Mill Office, Southern Post Office, and The Interlock Office.

Previous wording

(3)Same Store NOI for the year ended December 31, 2024 excludes a $4.0 million termination fee received from one of our tenants at the Wills Wharf property and the effect of $0.7 million of accelerated straight-line rent resulting from the termination of such tenant's lease. The impact of the same is included in Non-Same Store NOI for the year ended December 31, 2024.

Current wording

(3)Same Store NOI for the year ended December 31, 2025 excludes $3.8 million in termination fees and assignment fees received from tenants at The Interlock Office and Wills Wharf Office. The impact of the same is included in Non-Same Store NOI for the year ended December 31, 2025.

Previous wording

Same store rental revenues and same store NOI for the year ended December 31, 2024 increased $4.8 million, or 6.2%, and $3.7 million, or 7.7%, respectively, compared to the year ended December 31, 2023. The increases in same store rental revenues and same store NOI resulted primarily due to the receipt of a termination fee from one of our tenants at Wills Wharf and the addition of new tenants at Wills Wharf

Current wording

Same store rental revenues and same store NOI for the year ended December 31, 2025 increased $5.2 million, or 5.7%, and $3.7 million, or 6.3%, respectively, compared to the year ended December 31, 2024. The increases in same store rental revenues and same store NOI resulted primarily due to the increased occupancy at Armada Hoffler Tower Office, The Interlock Office, and Thames Street Office.

Previous wording

(1)Same store excludes Chronicle Mill Apartments and Chandler Residences.

Current wording

(2) Same store excludes Chronicle Mill Apartments and Chandler Residences.

Previous wording

The following table summarizes our results of operations for the years ended December 31, 2024, 2023, and 2022 (in thousands):

Current wording

The following table summarizes our results of continuing operations for the years ended December 31, 2025, 2024, and 2023 (in thousands). The 2024 and 2023 columns have been restated to exclude the general contracting and real estate services segment:

Previous wording

General contracting and real estate services segment gross profit for the year ended December 31, 2024 was materially consistent with the year ended December 31, 2023. We expect general contracting and real estate services revenues to gradually decrease over time.

Current wording

Depreciation and amortization for the year ended December 31, 2025 was materially consistent with the year ended December 31, 2024.

Previous wording

Acquisition, development, and other pursuit costs for the year ended December 31, 2024 related to the write off of development costs related to an undeveloped land parcel in predevelopment located in Charlotte, North Carolina. Refer to Note 5 to our condensed consolidated financial statements of this Annual Report on Form 10-K for more information. Acquisition, development, and other pursuit costs for the year ended December 31, 2023 were immaterial.

Current wording

Acquisition, development, and other pursuit costs for the year ended December 31, 2025 related primarily to pursuit costs on potential new construction contracts. Acquisition, development, and other pursuit costs for the year ended December 31, 2024 related to the write off of development costs related to an undeveloped land parcel in predevelopment located in Charlotte, North Carolina. Refer to Note 6 to our consolidated financial statements of this Annual Report on Form 10-K for more information.

Previous wording

Impairment charges during the year ended December 31, 2024 relate to the impairment of an undeveloped land parcel in predevelopment located in Charlotte, North Carolina. Refer to Note 5 in our consolidated financial statements in Item 8 of this Annual Report on Form 10-K for more information. Impairment charges during the year ended December 31, 2023 were immaterial.

Current wording

Impairment charges during the year ended December 31, 2025 relate to the leasehold improvements of our corporate offices due to the consolidation and relocation of the Company's operations to accommodate office space demand. Impairment charges during the year ended December 31, 2024 relate to the impairment of an undeveloped land parcel in predevelopment located in Charlotte, North Carolina. Refer to Note 6 in our consolidated financial statements in Item 8 of our 2024 Annual Report on Form 10-K for more information.

Previous wording

Gain on real estate dispositions, net for the year ended December 31, 2024 were due to the disposition of the Nexton Square and Market at Mill Creek retail properties.

Current wording

There was no gain on real estate dispositions, net for the year ended December 31, 2025. The gain on real estate dispositions, net for the year ended December 31, 2024 were due to the dispositions of the Market at Mill Creek and Nexton Square retail properties.

Previous wording

The loss on extinguishment of debt for the year ended December 31, 2024 was due to the payoff of the loans secured by the Chronicle Mill, Premier Retail and Apartments, Market at Mill Creek, Nexton Square, and Southgate Square properties. There was no loss on extinguishment of debt for the year ended December 31, 2023.

Current wording

The loss on extinguishment of debt for the year ended December 31, 2025 was due to the repayment of the loan secured by the Southern Post mixed-use property. The loss on extinguishment of debt for the year ended December 31, 2024 was due to the repayment of the loans secured by the Chronicle Mill, Premier Retail and Apartments, Market at Mill Creek, Nexton Square, and Southgate Square properties.

Previous wording

Change in fair value of derivatives and other for the year ended December 31, 2024 includes an increase in interest receipts for non-designated derivatives due to an increase in the amount of non-designated derivatives, and a decrease in the fair value of our derivative instruments due to decreases in forward SOFR (the Secured Overnight Financing Rate).

Current wording

Change in fair value of derivatives and other for the year ended December 31, 2025 includes an increase in interest receipts for non-designated derivatives due to a higher notional amount of derivatives not designated as cash flow hedges outstanding, and a decrease in the fair value of our derivative instruments due to decreases in the forward Secured Overnight Financing Rate ("SOFR") curve.

Previous wording

General contracting and real estate services revenues, expenses, and gross profit for the years ended December 31, 2024, 2023, and 2022 were as follows ($ in thousands):

Current wording

General contracting and real estate services revenues, expenses, and gross profit reported in discontinued operations, net for the years ended December 31, 2025, 2024, and 2023 were as follows ($ in thousands):

Previous wording

(1)50% and 90% of gross profit attributable to our T. Rowe Price Global HQ and Allied | Harbor Point development projects, respectively, is not reflected within general contracting and real estate services revenues due to elimination. The Company is still entitled to receive cash proceeds in relation to the eliminated amounts. Prior to any gross profit eliminations attributable to these projects, operating margin for the years ended December 31, 2024, 2023, and 2022 was 3.5%, 3.7%, and 3.7%, respectively.

Current wording

(1)50% and 90% of gross profit attributable to our T. Rowe Price Global HQ and Allied | Harbor Point development projects, respectively, is not reflected within general contracting and real estate services revenues due to elimination. The Company is still entitled to receive cash proceeds in relation to the eliminated amounts. Prior to any gross profit eliminations attributable to these projects, operating margin for the years ended December 31, 2025, 2024, and 2023 was 5.4%, 3.5%, and 3.7%, respectively.

Previous wording

The changes in third party construction backlog for each of the years ended December 31, 2024, 2023, and 2022 were as follows (in thousands):

Current wording

The changes in third party construction backlog reported in discontinued operations, net for each of the years ended December 31, 2025, 2024, and 2023 were as follows (in thousands):

Previous wording

During the year ended December 31, 2023, we executed new contracts or change orders with Beatty Development Group related to the Harbor Point development in Baltimore totaling $89.6 million in addition to $64.8 million with Terwilliger Pappas in connection with the development of Solis Kennesaw, and $49.6 million with Dominion Realty Partners. Ending backlog as of December 31, 2023 included $225.0 million in contracts with Beatty Development Group, $162.7 million in contracts with Dominion Realty Partners, and $58.3 million in contracts with Terwilliger Pappas.

Current wording

During the year ended December 31, 2025, we executed new contracts or change orders with Dominion Realty Partners totaling $61.4 million. Ending backlog as of December 31, 2025 included $2.8 million in contracts with Beatty Development Group, and $65.6 million in contracts with Dominion Realty Partners.

Previous wording

We believe our primary short-term liquidity requirements consist of general contractor expenses, operating expenses, and other expenditures associated with our properties, including tenant improvements, leasing commissions and leasing incentives, dividend payments to our stockholders required to maintain our REIT qualification, debt service, capital expenditures, new real estate development projects, mezzanine loan funding requirements, and strategic acquisitions. We expect to meet our short-term liquidity requirements through net cash provided by operations, reserves established from existing cash, borrowings under construction loans to fund new real estate development and construction, borrowings available under our amended credit facility, and net proceeds from the opportunistic sale of common stock through our at-the-market continuous equity offering program (the "ATM Program"), which is discussed below.

Current wording

We believe our primary short-term liquidity requirements consist of operating expenses and other expenditures associated with our properties, including tenant improvements, leasing commissions and leasing incentives, dividend payments to our stockholders required to maintain our REIT qualification, debt service, capital expenditures, new real estate development projects, mezzanine loan funding requirements, and strategic acquisitions. We expect to meet our short-term liquidity requirements through net cash provided by operations, reserves established from existing cash, borrowings available under our amended credit facility, and net proceeds from the opportunistic sale of common stock through our at-the-market continuous equity offering program (the "ATM Program"), which is discussed below.

Previous wording

Our long-term liquidity needs consist primarily of funds necessary for the repayment of debt at or prior to maturity, general contracting expenses, property development and acquisitions, tenant improvements, and capital improvements. We expect to meet our long-term liquidity requirements with net cash from operations, long-term secured and unsecured indebtedness, the issuance of equity and debt securities, and the opportunistic disposition of non-core properties. We also may fund property development and acquisitions and capital improvements using our credit facility pending long-term financing.

Current wording

Our long-term liquidity needs consist primarily of funds necessary for the repayment of debt at or prior to maturity, property development and acquisitions, tenant improvements, and capital improvements. We expect to meet our long-term liquidity requirements with net cash from operations, long-term secured and unsecured indebtedness, the issuance of equity and debt securities, and the opportunistic disposition of non-core properties. We also may fund property development and acquisitions and capital improvements using our credit facility pending long-term financing.

Previous wording

As of December 31, 2024, we had unrestricted cash and cash equivalents of $70.6 million available for both current liquidity needs as well as development and redevelopment activities. As of December 31, 2024, we also had restricted cash in escrow of $1.6 million, some of which is available for capital expenditures and certain operating expenses at our operating properties. As of December 31, 2024, we had $113.0 million of available borrowings under our revolving credit facility to meet our short-term liquidity requirements and $13.4 million of available borrowings under our construction loans to fund development activities. During the three months ended December 31, 2024, we decreased outstanding borrowings on our revolving credit facility by $19.0 million. The funds used to pay down the debt were procured through the closing of a loan secured by the Premier mixed-use retail and multifamily property and through the disposition of the Market at Mill Creek and Nexton Square retail properties.

Current wording

As of December 31, 2025, we had unrestricted cash and cash equivalents of $49.2 million available for both current liquidity needs as well as development and redevelopment activities. As of December 31, 2025, we also had restricted cash in escrow of $3.2 million, some of which is available for capital expenditures and certain operating expenses at our operating properties. As of December 31, 2025, we had $52.3 million of available borrowings under our revolving credit facility to meet our short-term liquidity requirements. During the three months ended December 31, 2025, we increased outstanding borrowings on our revolving credit facility by $41.0 million. On December 10, 2025, we borrowed $35.0 million under the revolving credit facility to finance the purchase of Solis Gainesville II. The remaining borrowings were used for general corporate purposes.

Previous wording

During the year ended December 31, 2022, we began to implement a strategic transformation of the composition of borrowings by refinancing secured property debt with unsecured property debt in order to increase the flexibility of our financing cash flows. We continued to implement this transformation during the year ended December 31, 2024 and intend to continue to implement the transformation during the year ended December 31, 2025. As of December 31, 2024, unsecured debt represented 55.9% of our total borrowings compared to 54.4% as of December 31, 2023.

Current wording

During the year ended December 31, 2022, we began to implement a strategic transformation of the composition of borrowings by refinancing secured property debt with unsecured property debt in order to increase the flexibility of our financing cash flows. Additionally, we have begun transforming our debt portfolio from variable-rate to fixed-rate borrowings. We continued to implement this transformation during the year ended December 31, 2025 and intend to continue to implement the transformation during the year ended December 31, 2026. During the year ended December 31, 2025, we entered into $115.0 million of inaugural fixed-rate private placement notes. As of December 31, 2025, fixed-rate debt and variable-rate debt before the impact of derivatives represented 21.3% and 78.7%, respectively, compared to 17.0% and 83.0% as of December 31, 2024. As of December 31, 2025, unsecured debt represented 61.3% of our total borrowings compared to 55.9% as of December 31, 2024. However, we intend to maintain a certain level of property secured debt as part of our risk management strategy.

Previous wording

During the year ended December 31, 2024, we issued and sold 2,288,541 shares of common stock at a weighted average price of $11.58 per share under the ATM Program, receiving net proceeds, after offering costs and commissions, of $26.1 million. During the year ended December 31, 2024, we did not issue any shares of Series A Preferred Stock under the ATM Program. Shares having an aggregate offering price of $178.5 million remained unsold under the ATM Program as of February 21, 2025.

Current wording

During the year ended December 31, 2025, we did not issue any shares of common stock or Series A Preferred Stock under the ATM Program. Shares having an aggregate offering price of $178.5 million remained unsold under the ATM Program as of February 20, 2026.

Previous wording

The revolving credit facility bears interest at SOFR plus a margin ranging from 1.30% to 1.85% and a credit spread adjustment of 0.10%, and the term loan facility bears interest at SOFR plus a margin ranging from 1.25% to 1.80% and a credit spread adjustment of 0.10%, in each case depending on our total leverage. We also are obligated to pay an unused commitment fee of 15 or 25 basis points on the unused portions of the commitments under the revolving credit facility, depending on the amount of borrowings under the revolving credit facility. If the Company or the Operating Partnership attains investment grade credit ratings from both S&P Global Ratings and Moody’s Investors Service, Inc., we may elect to have borrowings become subject to interest rates based on such credit ratings. Our unencumbered borrowing pool will support revolving borrowings of up to $258.0 million, as of December 31, 2024.

Current wording

The revolving credit facility bears interest at SOFR plus a margin ranging from 1.30% to 1.85% and a credit spread adjustment of 0.10%, and the term loan facility bears interest at SOFR plus a margin ranging from 1.25% to 1.80% and a credit spread adjustment of 0.10%, in each case depending on our total leverage. We also are obligated to pay an unused commitment fee of 15 or 25 basis points on the unused portions of the commitments under the revolving credit facility, depending on the amount of borrowings under the revolving credit facility. If the Company or the Operating Partnership attains investment grade credit ratings from both S&P Global Ratings and Moody’s Investors Service, Inc., we may elect to have borrowings become subject to interest rates based on such credit ratings. Our unencumbered borrowing pool will support revolving borrowings of up to $293.3 million, as of December 31, 2025.

Previous wording

On May 19, 2023, we entered into a term loan agreement (the "TD term loan agreement") with Toronto Dominion (Texas) LLC, as administrative agent, and TD Bank, N.A. as lender, which provides a $75.0 million senior unsecured term loan facility (the "TD term loan facility"), with the option to increase the total capacity to $150.0 million, subject to our satisfaction of certain conditions. The TD term loan facility has a scheduled maturity date of May 19, 2025, with a one-year extension option, subject to our satisfaction of certain conditions, including an extension fee payment of 0.15% of the outstanding amount of the loan as of such date.

Current wording

On May 19, 2023, we entered into a term loan agreement (the "TD term loan agreement") with Toronto Dominion (Texas) LLC, as administrative agent, and TD Bank, N.A. as lender, which provides a $75.0 million senior unsecured term loan facility (the "TD term loan facility"), with the option to increase the total capacity to $150.0 million, subject to our satisfaction of certain conditions. On June 26, 2025, we exercised our option to extend the maturity date of the TD term loan facility by one year, which will now mature on May 19, 2026. We paid a nominal extension fee.

Previous wording

The TD term loan facility bears interest at a rate elected by us based on term SOFR, Daily Simple SOFR, or the Base Rate (as defined below), and in each case plus a margin. A term SOFR or Daily Simple SOFR loan is also subject to a credit spread adjustment of 0.10%. The margin under each interest rate election depends on our total leverage. The "Base Rate" is equal to the highest of: (a) the Federal Funds Rate for such day, plus 0.50% (b) the rate of interest in effect for such day as publicly announced from time to time by the administrative agent as its “prime rate” for such day, (c) one month term SOFR for such day plus 0.01 basis points and (d) 1.00%. We have elected for the loan to bear interest at term SOFR plus margin. If we attain investment grade credit ratings from both S&P Global Ratings and Moody's Investor Service, Inc., we may elect to have borrowings become subject to interest rates based on such credit ratings.

Current wording

The TD term loan facility bears interest at a rate elected by us based on term SOFR, Daily Simple SOFR, or the Base Rate (as defined below), and in each case plus a margin. A term SOFR or Daily Simple SOFR loan is also subject to a credit spread adjustment of 0.10%. The margin under each interest rate election depends on our total leverage. The "Base Rate" is equal to the highest of: (a) the Federal Funds Rate for such day, plus 0.50% (b) the rate of interest in effect for such day as publicly announced from time to time by the administrative agent as its “prime rate” for such day, (c) one month term SOFR for such day plus 100 basis points and (d) 1.00%. We have elected for the loan to bear interest at term SOFR plus margin. If we attain investment grade credit ratings from both S&P Global Ratings and Moody's Investor Service, Inc., we may elect to have borrowings become subject to interest rates based on such credit ratings.

Previous wording

The TD term loan agreement includes customary events of default, in certain cases subject to customary cure periods. The occurrence of an event of default, if not cured within the applicable cure period, would permit the lenders to, among other things, declare the unpaid principal, accrued and unpaid interest, and all other amounts payable under the TD term loan facility to be immediately due and payable. A default under the Credit Agreement would also constitute a default under the TD term loan agreement.

Current wording

The occurrence of an event of default, if not cured within the applicable cure period, would permit the lenders to, among other things, declare the unpaid principal, accrued and unpaid interest, and all other amounts payable under the TD term loan facility to be immediately due and payable. A default under the Credit Agreement would also constitute a default under the TD term loan agreement.

Previous wording

(a) SOFR is determined by individual lenders.

Current wording

(1)The Secured Overnight Financing Rate ("SOFR") is determined by individual lenders.

Previous wording

(d) Represents the fair value of additional ground lease payments at 1405 Point over the approximately 38-year remaining lease term.

Current wording

(6) Represents the fair value of additional ground lease payments at 1405 Point over the approximately 37-year remaining lease term.

Previous wording

(g) We novated an existing 3.43% fixed rate swap with a $100.0 million notional and assigned (A) $11.1 million notional to the loan secured by Market at Mill Creek, effective April 17, 2024, and (B) $21.0 million to the loan secured by Liberty Retail & Apartments, effective February 1, 2024. Once the Market at Mill Creek loan was repaid, the $67.9 million swap on the senior unsecured loan increased to $79.0 million.

Current wording

(5) The Company novated an existing 3.43% fixed rate swap with a $100.0 million notional and assigned (A) $11.1 million notional to the loan secured by Market at Mill Creek, effective April 17, 2024 and (B) $21.0 million to the loan secured by Liberty Retail & Apartments, effective February 1, 2024. Once the Market at Mill Creek loan was repaid, the $67.9 million swap on the senior unsecured loan increased to $79.0 million.

Previous wording

(1)For long-term debt that bears interest at variable rates, we estimated future interest payments using the SOFR forward curve as of December 31, 2024. As of December 31, 2024, SOFR was 4.32%.

Current wording

(1)For long-term debt that bears interest at variable rates, we estimated future interest payments using the SOFR forward curve as of December 31, 2025. As of December 31, 2025, SOFR was 3.69%.

Previous wording

(2)Assumes the $145.0 million revolving credit facility balance outstanding as of December 31, 2024 remains constant through maturity of the facility. Amounts also include unused credit facility fees assuming the balance outstanding as of December 31, 2024 remains constant through maturity of our revolving credit facility.

Current wording

(2)Assumes the $241.0 million revolving credit facility balance outstanding as of December 31, 2025 remains constant through maturity of the facility. Amounts also include unused credit facility fees assuming the balance outstanding as of December 31, 2025 remains constant through maturity of our revolving credit facility.

Previous wording

(3)Contractual obligations above do not include funding obligations to non-wholly owned development projects as well as unfunded real estate financing investment commitments due to the uncertainty of the timing and amounts of certain of these obligations. Refer to "Item 1. Business" for information about our development projects and real estate financing investments.

Current wording

(3)Contractual obligations above do not include funding obligations to non-wholly owned projects as well as unfunded real estate financing investment commitments due to the uncertainty of the timing and amounts of certain of these obligations. Refer to "Item 1. Business" for information about our equity method investment project and real estate financing investments.

Previous wording

In connection with certain of our real estate financing activities and equity method investments, we have provided guarantees to pay portions of certain senior loans of third parties associated with the development projects. As of December 31, 2024, we had an outstanding guarantee liability of $0.1 million related to the $32.9 million guarantee of the senior loan secured by Harbor Point Parcel 4.

Current wording

In connection with certain of our real estate financing activities and equity method investments, we have provided guarantees to pay portions of certain senior loans of third parties associated with the development projects. As of December 31, 2025, we had no outstanding guarantee liabilities.

Previous wording

We may be a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our borrowers. These commitments are not reflected on the consolidated balance sheet. As of December 31, 2024, our off-balance sheet arrangements consisted of $32.7 million of unfunded commitments of our notes receivable. These unfunded commitments consist of $24.2 million of unfunded principal and $8.5 million of unfunded contingency. We consider the probability of contingency funding to be remote. We have recorded a $0.5 million credit loss reserve in conjunction with the total unfunded commitments. Such commitments are subject to our borrowers’ satisfaction of certain financial and nonfinancial covenants and involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated balance sheets. The commitments may or may not be funded depending on a variety of circumstances including timing, credit metric hurdles, and other nonfinancial events occurring.

Current wording

We may be a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our borrowers. These commitments are not reflected on the consolidated balance sheet. As of December 31, 2025, our off-balance sheet arrangements consisted of $6.5 million of unfunded commitments of our notes receivable, all of which relates to unfunded contingencies. We consider the probability of contingency funding to be remote. We have recorded a less than $0.1 million credit loss reserve in conjunction with the total unfunded commitments. Such commitments are subject to our borrowers’ satisfaction of certain financial and nonfinancial covenants and involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated balance sheets. The commitments may or may not be funded depending on a variety of circumstances including timing, credit metric hurdles, and other nonfinancial events occurring.

Previous wording

Net cash provided by operating activities for the year ended December 31, 2024 increased by $18.7 million compared to the year ended December 31, 2023. The change was primarily attributable to an increase in portfolio NOI and timing of receipts and payables for the construction business.

Current wording

Net cash provided by operating activities of continuing operations for the year ended December 31, 2025 decreased by $17.7 million compared to the year ended December 31, 2024. The change was primarily attributable to an increase in interest expense and timing of receipts and payables for the portfolio.