Urban Edge Properties
For the period ended Mar 31, 2024. Filed May 7, 2024.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2024 · Filed May 7, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 1A. RISK FACTORS
Except to the extent additional factual information disclosed elsewhere in this Quarterly Report on Form 10-Q relates to such risk factors (including, without limitation, the matters discussed in Part I, “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations”), there were no material changes to the risk factors disclosed in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 14, 2024.
Urban Edge Properties
(a) Recent Sales of Unregistered Securities: Not applicable.
(b) Use of Proceeds from Sales of Registered Securities: Not applicable.
(c) Issuer Purchases of Equity Securities:
| Period · (a) Total Number of Shares Purchased · (b)Average Price Paid per Share · (c)Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs · (d)Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Plans or Programs(1) | |||||
|---|---|---|---|---|---|
| January 1, 2024 - January 31, 2024 | — | $— | — | $145,900,000 | |
| February 1, 2024 - February 29, 2024 | 11,117 | (2) | 17.66 | — | $145,900,000 |
| March 1, 2024 - March 31, 2024 | — | — | — | $145,900,000 | |
| Total | 11,117 | $17.66 | — | ||
(1) In March 2020, the Board of Trustees authorized a share repurchase program for up to $200 million of the Company’s common shares. Under the program, the Company may repurchase its shares from time to time in the open market or in privately negotiated transactions in compliance with SEC Rule 10b-18. The share repurchase program does not obligate the Company to acquire any particular amount of common shares and may be suspended or discontinued at any time at the Company’s discretion.
(2) Represents common shares surrendered by employees to us, to satisfy such employees’ tax withholding obligations in connection with the vesting of restricted common shares.
Urban Edge Properties LP
(a) Recent Sales of Unregistered Securities: Each time the Company issues common shares (other than in exchange for common units of the Operating Partnership when such common units are presented for redemption), it contributes the proceeds of such issuance to the Operating Partnership in return for an equivalent number of partnership units with rights and preferences analogous to the shares issued. During the three months ended March 31, 2024, in connection with shares issued under the ATM Program, the Operating Partnership issued an aggregate of 1,082,945 common units to the Company in exchange for approximately$18.7 million, the aggregate proceeds of such issuance of common shares to the Company. Such units were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
(b) Use of Proceeds from Sales of Registered Securities: Not applicable.
(c) Issuer Purchases of Equity Securities:
| Period · (a) Total Number of Units Purchased · (b)Average Price Paid per Unit · (c)Total Number of Units Purchased as Part of Publicly Announced Plans or Programs · (d)Maximum Number (or Approximate Dollar Value) of Units that May Yet be Purchased Under the Plans or Programs | |||||
|---|---|---|---|---|---|
| January 1, 2024 - January 31, 2024 | — | $— | — | $— | |
| February 1, 2024 - February 29, 2024 | 11,117 | (1) | 17.66 | — | $— |
| March 1, 2024 - March 31, 2024 | — | — | — | $— | |
| Total | 11,117 | $17.66 | — | ||
(1) Represents OP Units previously held by the Company that were redeemed in connection with the surrender of restricted common shares by employees to the Company to satisfy such employees’ tax withholding obligations in connection with the vesting of restricted common shares.
None.
Not applicable.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.