Federal Realty Investment Trust
A real estate investment trust that owns, develops, and redevelops retail and mixed-use "live, work, play" properties in densely populated metro areas, including grocery-anchored shopping centers. Founded in 1962 by economist Samuel Gorlitz in Washington, D.C., it took the "Federal" in its name from the region's ties to the federal government and started with a small portfolio of D.C.-area centers. It holds the record for the longest consecutive streak of annual dividend increases of any REIT, the only one to earn the nickname "Dividend King."
Common Stock
10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗
The original filing sections are available below.
Forward-Looking Statements The following discussion should be read in conjunction with the consolidated interim financial statements and notes thereto appearing in Item 1 of this report and the more detailed information contained in our Annual Report on Form 10-K for the year en…
Forward-Looking Statements The following discussion should be read in conjunction with the consolidated interim financial statements and notes thereto appearing in Item 1 of this report and the more detailed information contained in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (the “SEC”) on February 12, 2026. Certain statements included in this Quarterly Report on Form 10-Q are forward-looking statements. Those statements include statements regarding the intent, belief or current expectations of the Company and members of our management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “should” or similar expressions. Actual results may differ materially from those contemplated by such forward-looking statements. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law. The following are some of the risks and uncertainties, although not all risks and uncertainties, that could cause our actual results to differ materially from those presented in our forward-looking statements: •risks that our tenants will not pay rent, may vacate early or may file for bankruptcy or that we may be unable to renew leases or re-let space at favorable rents as leases expire or to fill existing vacancy; 21 Table of Contents •risks that we may not be able to proceed with or obtain necessary approvals for any development, redevelopment or renovation project, and that completion of anticipated or ongoing property development, redevelopment, or renovation projects that we do pursue may cost more, take more time to complete or fail to perform as expected; •risks normally associated with the real estate industry, including risks that occupancy levels at our properties and the amount of rent that we receive from our properties may be lower than expected, that new acquisitions may fail to perform as expected, that competition for acquisitions could result in increased prices for acquisitions, that costs associated with the periodic maintenance and repair or renovation of space, insurance and other operations may increase, that environmental issues may develop at our properties and result in unanticipated costs, and, because real estate is illiquid, that we may not be able to sell properties when appropriate; •risks that our growth will be limited if we cannot obtain additional capital, or if the costs of capital we obtain are significantly higher than historical levels; •risks associated with general economic conditions, including inflation, tariffs, and local economic conditions in our geographic markets; •risks of financing on terms which are acceptable to us, our ability to meet existing financial covenants and the limitations imposed on our operations by those covenants, and the possibility of increases in interest rates that would result in increased interest expense; •risks related to the Trust's status as a real estate investment trust, commonly referred to as a REIT, for federal income tax purposes, such as the existence of complex tax regulations relating to the Trust's status as a REIT, the effect of future changes in REIT requirements as a result of new legislation, and the adverse consequences of the failure to qualify as a REIT; and •risks related to natural disasters, climate change and public health crises (such as worldwide pandemics), and the measures that international, federal, state and local governments, agencies, law enforcement and/or health authorities implement to address them, may precipitate or materially exacerbate one or more of the above-mentioned risks, and may significantly disrupt or prevent us from operating our business in the ordinary course for an extended period. Given these uncertainties, readers are cautioned not to place undue reliance on any forward-looking statements that we make, including those in this Quarterly Report on Form 10-Q. You should carefully review the risks and the risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2025 and under Part II, Item 1A in this Quarterly Report on Form 10-Q, before making any investments in us. Overview Federal Realty Investment Trust is a leader in the ownership, operation, and redevelopment of high-quality retail-based properties located primarily in major coastal markets and select underserved regions that we believe have strong economic and demographic fundamentals. Founded in 1962, our mission is to deliver long-term, sustainable growth through investing in communities where we believe retail demand exceeds supply. This includes a portfolio of open-air shopping centers and mixed-use destinations, which we believe reflect our ability to create distinctive, high-performing environments that serve as vibrant destinations for their communities. The Parent Company, which is a REIT, conducts substantially all of its operations and owns substantially all of its assets through the Operating Partnership. The Parent Company owns 100% of the limited liability company interests of, is the sole member of and exercises exclusive control over Federal Realty GP LLC, which is the sole general partner of the Operating Partnership. The Parent Company does not expect to have substantial assets or liabilities other than through its investment in the Operating Partnership. Unless stated otherwise or the context otherwise requires, "we," "our," and "us" means the Trust and its business and operations conducted through its directly and indirectly owned subsidiaries, including the Operating Partnership. As of June 30, 2026, we owned or had a majority interest in community and neighborhood shopping centers and mixed-use properties which are operated as 103 predominantly retail real estate projects comprising approximately 28.8 million commercial square feet. In total, the real estate projects were 96.1% leased and 93.8% occupied at June 30, 2026. General Economic Conditions Significant uncertainty continues within the macro-economic and political environment including inflation risk, changes in interest rates, geopolitical instability, changes in tariffs and their impact on trade and prices, increases or decreases in federal and state government spending, and potentially worsening economic conditions, which presents risks for our business and tenants. We continue to monitor and address risks related to the general state of the economy. We believe the actions we have taken to maintain a strong financial position and reinforce our liquidity will continue to mitigate the negative short term impacts of the current environment. The extent of the future effects on our business, results of operations, cash flows, and growth strategies is highly uncertain and will ultimately depend on future developments, none of which can be predicted. See further discussion of the impact of current economic conditions on our business throughout Item 2. 22 Table of Contents Critical Accounting Policies There have been no significant changes to the critical accounting policies disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2025 Annual Report on Form 10-K. Property Acquisitions and Dispositions On January 6, 2026, we purchased the fee interest under one of our ground leases at Bethesda Row for $2.5 million. On March 12, 2026, we acquired the fee interest in Congressional North Shopping Center, a 217,000 square foot, grocery-anchored shopping center in Rockville, Maryland for $72.3 million. This purchase was completed in a multi-step transaction, and was funded with a combination of cash and the issuance of 2,513 downREIT operating partnership units, net of the repayment of two mortgage notes receivable that were included on our consolidated balance sheets at December 31, 2025. Approximately $5.2 million and $0.1 million of net assets acquired were allocated to other assets for "acquired lease costs" and "above market leases," respectively, and $1.5 million of net assets acquired were allocated to other liabilities for "below market leases." On April 17, 2026 we acquired the fee interest in an 88,000 square foot retail building and a parking garage, which will be operated as part of Kingstowne Towne Center, for $19.7 million. Approximately $2.2 million and $0.2 million of net assets acquired were allocated to other assets for "acquired lease costs" and "above market leases," respectively, and $2.8 million of net assets acquired were allocated to other liabilities for "below market leases." During the six months ended June 30, 2026, we sold a residential building at our Santana Row property, our Barcroft Plaza property, our Courthouse Center property, and a building at our CocoWalk property for a combined sales price of $224.6 million, resulting in a net gain of $112.8 million. Debt and Equity Transactions On February 19, 2026 we borrowed $250.0 million under the unsecured term loan agreement that we entered into on November 17, 2025. See Note 5 of our Annual Report on Form 10-K for the year ended December 31, 2025 for additional details regarding this term loan. During 2026, we repaid the following debt, at par: Payoff Amount Repayment Date (In millions) 1.25% Senior Notes $ 400.0 February 17, 2026 Two Hoboken mortgage loans $ 2.1 March 2026 Six Hoboken mortgage loans $ 10.5 July 1, 2026 Bell Gardens mortgage loan $ 10.7 July 30, 2026 On April 14, 2026, we amended and restated our revolving credit facility, increasing the borrowing capacity from $1.25 billion to $1.4 billion, lowering the spread over SOFR from 77.5 basis points to 72.5 basis points based on our current credit rating, and extending the maturity date to April 12, 2030, plus two six-month extensions at our option. In addition, we have an option to increase the credit facility through an accordion feature to $2.0 billion.The revolving credit facility requires an annual facility fee which is $2.1 million under the amended credit agreement, based on our current credit rating. For additional information about the amendment and restatement of our revolving credit facility, see the Current Report on Form 8-K we filed on April 15, 2026. During the six months ended June 30, 2026, the maximum amount of borrowings outstanding under our revolving credit facility was $699.5 million. The weighted average amount of borrowings outstanding was $378.3 million and the weighted average interest rate, before amortization of debt fees, was 4.4% for the six months ended June 30, 2026. At June 30, 2026, our revolving credit facility had $286.2 million outstanding. Our revolving credit facility, unsecured term loans, and certain notes require us to comply with various financial covenants, including the maintenance of minimum shareholders' equity and debt coverage ratios and a maximum ratio of debt to net worth. As of June 30, 2026, we were in compliance with all default related debt covenants. Recently Issued Accounting Pronouncements See Note 2 to the consolidated financial statements. 23 Table of Contents Capitalized Costs Certain external and internal costs directly related to the development, redevelopment and leasing of real estate, including pre-construction costs, real estate taxes, insurance, construction costs and salaries and related costs of personnel directly involved, are capitalized. We capitalized certain external and internal costs related to both development and redevelopment activities of $75 million and $4 million, respectively for both the six months ended June 30, 2026 and 2025. We capitalized external and internal costs related to other property improvements of $51 million and $3 million, respectively, for the six months ended June 30, 2026, and $51 million and $2 million, respectively, for the six months ended June 30, 2025. We capitalized external and internal costs related to leasing activities of $9 million and $3 million, respectively, for the six months ended June 30, 2026, and $11 million and $2 million, respectively, for the six months ended June 30, 2025. The amount of capitalized internal costs for salaries and related benefits for development and redevelopment activities, other property improvements, and leasing activities were $4 million, $2 million, and $3 million, respectively, for the six months ended June 30, 2026, and $4 million, $2 million, and $2 million, respectively, for the three months ended June 30, 2025. Total capitalized costs were $145 million for both the six months ended June 30, 2026 and 2025. Outlook Our long-term growth strategy is focused on growth in earnings, funds from operations, and cash flows primarily through a combination of the following: •growth in our comparable property portfolio, •expansion of our portfolio through property acquisitions, and •growth in our portfolio from property redevelopments and expansions. Although general economic impacts of elevated levels of inflation and higher interest rates are impacting us in the short-term, our long-term focus has not changed. See our Annual Report on Form 10-K filed on February 12, 2026, for additional discussion of our long-term strategies. Our comparable property growth is primarily driven by increases in rental rates on new leases and lease renewals, changes in portfolio occupancy, and the redevelopment of those assets. Over the long-term, the infill nature and strong demographics of our properties provide a strategic advantage allowing us to maintain relatively high occupancy and generally increase rental rates. We continue to experience strong demand for our commercial space as evidenced by the 2.8 million square feet of comparable space leasing we've completed in the last twelve months, and the 2.3% spread between our leased rate of 96.1% and our occupied rate of 93.8%. However, the effects of inflationary pressures and elevated interest rates continue to negatively impact our business with the largest impacts being higher interest costs, increased material costs, and higher operating costs. Additionally, significant impacts from tariffs or supply chain disruptions could also result in extended time frames and/or increased costs for completion of our projects and tenant build-outs, which could delay the commencement of rent payments under new leases. Similarly, if our tenants experience unexpected impacts of tariffs supporting their own products, staffing issues due to labor shortages, significant disruptions in supply chains, or are otherwise impacted by worsening economic conditions, their ability to pay rent may be adversely affected. We continue to monitor these macroeconomic developments and are working with our tenants and our vendors to limit the overall impact to our business. We believe the locations and nature of our centers and diverse tenant base partially mitigates any potential negative changes in the economic environment. However, any significant reduction in our tenants' abilities to pay base rent, percentage rent or other charges, will adversely affect our financial condition and results of operations. We seek to maintain a mix of strong national, regional, and local retailers. We continue to have several development projects in process being delivered as follows: •Construction on Santana West includes an eight story 369,000 square foot office building, which is expected to cost between $325 million and $335 million. All of the space is leased, of which 327,000 square feet is occupied. •Construction of a 258-unit residential project at Santana Row, which is expected to cost between $140 million and $148 million. •Throughout the portfolio, we currently have redevelopment projects underway with a projected total cost of approximately $321 million that we expect to stabilize over the next several years. The above includes our best estimates based on information currently known, however, the completion of construction, final costs, and the timing of leasing and openings may be further impacted by the current environment including the duration and severity of the economic impacts of broader, as well as local, economic conditions, inflation, tariffs, higher interest rates, and higher operating costs. 24 Table of Contents The development of future phases of Assembly Row, Pike & Rose, Santana Row, and other properties will be pursued opportunistically based on, among other things, market conditions, tenant demand, and our evaluation of whether those phases will generate an appropriate financial return. We continue to review acquisition opportunities that complement our portfolio and provide long-term growth opportunities. Initially, some of our acquisitions do not contribute significantly to earnings growth; however, we believe they provide long-term re-leasing growth, redevelopment opportunities, and other strategic opportunities. Any growth from acquisitions is contingent on our ability to find properties that meet our qualitative standards at prices that meet our financial hurdles. Changes in interest rates may affect our success in achieving earnings growth through acquisitions by affecting both the price that must be paid to acquire a property, as well as our ability to economically finance the property acquisition. Generally, our acquisitions are initially financed by available cash and/or borrowings under our revolving credit facility which may be repaid later with funds raised through the issuance of new equity or new long-term debt. We may also finance our acquisitions through the issuance of common shares, preferred shares, or units in the Operating Partnership, as well as through assumed mortgages and property sales. At June 30, 2026, the leasable commercial square feet in our properties was 96.1% leased and 93.8% occupied. The leased rate is higher than the occupied rate due to leased spaces that are being redeveloped or improved or that are awaiting permits and, therefore, are not yet ready to be occupied. Our occupancy and leased rates are subject to variability over time due to factors including acquisitions, the timing of the start and stabilization of our redevelopment projects, lease expirations and tenant closings and bankruptcies. Lease Rollovers For the second quarter of 2026, we signed leases for a total of 852,000 square feet of retail space including 819,000 square feet of comparable space leases (leases for which there was a prior tenant) at an average rental increase of 15% on a cash basis. New leases for comparable spaces were signed for 376,000 square feet, with an average rental increase of 34% on a cash basis. Renewals for comparable spaces were signed for 444,000 square feet at a 5% average rental increase on a cash basis. Tenant improvements and incentives for comparable spaces were $27.04 per square foot, of which $57.52 per square foot was for new leases and $1.23 per square foot was for renewals for the three months ended June 30, 2026. For the six months ended June 30, 2026, we signed leases for a total of 1,513,000 square feet of retail space including 1,468,000 square feet of comparable space leases (leases for which there was a prior tenant) at an average rental increase of 14% on a cash basis. New leases for comparable spaces were signed for 618,000 square feet, with an average rental increase of 30% on a cash basis. Renewals for comparable spaces were signed for 850,000 square feet at a 5% average rental increase on a cash basis. Tenant improvements and incentives for comparable spaces were $24.81 per square foot, of which $56.86 per square foot was for new leases and $1.48 per square foot was for renewals for the six months ended June 30, 2026. The rental increases associated with comparable spaces generally include all leases signed for retail space in arms-length transactions reflecting market leverage between landlords and tenants during the period, excluding leases at properties sold or under contract to be sold. The comparison between the rent for expiring leases and new leases is determined by including contractual rent on the expiring lease, including percentage rent considered to part of base rent, and the comparable annual rent and in some instances, projections of percentage rent, to be paid on the new lease. In atypical circumstances, management may exercise judgment as to how to most effectively reflect the comparability of spaces reported in this calculation. The change in rental income on comparable space leases is impacted by numerous factors including current market rates, location, individual tenant creditworthiness, use of space, market conditions when the expiring lease was signed, capital investment made in the space and the specific lease structure. Tenant improvements and incentives include the total dollars committed for the improvement (fit out) of a space as it relates to a specific lease. Incentives include amounts paid to tenants as an inducement to sign a lease that do not represent building improvements. Costs related to tenant improvements require judgment by management in determining what are costs specific to the tenant and not deferred maintenance on the space. In the past four years, we have executed comparable space leases for 2.0 to 2.4 million square feet of retail space each year and expect the volume in 2026 will be in line with these historical averages. Although we expect overall positive increases in annual rent for comparable spaces, changes in annual rent for any individual lease or combinations of individual leases reported in any particular period may be positive or negative and we can provide no assurance that the annual rents on comparable space leases will continue to increase at historical levels, if at all. A decline in current economic conditions could adversely impact our volume of leasing activity and the amount of rent we are able to charge to new or renewing tenants. The leases signed in 2026 generally become effective over the following two years though some may not become effective until 2029 and beyond. Further, there is risk that some new tenants will not ultimately take possession of their space and that tenants for both new and renewal leases may not pay all of their contractual rent due to operating, financing or other matters. However, 25 Table of Contents our historical increases in rental rates do provide information about the tenant/landlord relationship and the potential increase we may achieve in rental income over time. Comparable Properties Throughout this section, we have provided certain information on a “comparable property” basis. Information provided on a comparable property basis includes the results of properties that we owned and operated for the entirety of both periods being compared except for properties that are currently under development or are being repositioned for significant redevelopment and investment. For the three and six months ended June 30, 2026, all or a portion of 96 properties and 95 properties, respectively, were considered comparable properties and seven properties were considered non-comparable properties. For the six months ended June 30, 2026, two properties and two portions of properties were removed from comparable properties, as they were sold; all compared to the designations as of December 31, 2025. While there is judgment surrounding changes in designations, we typically move non-comparable properties to comparable properties once they have stabilized, which is typically considered 90% physical occupancy or when the growth expected from the redevelopment has been included in the comparable periods. We typically remove properties from comparable properties when the repositioning of the asset has commenced and has or is expected to have a significant impact on property operating income within the calendar year. Acquisitions are moved to comparable properties once we have owned the property for the entirety of comparable periods and the property is not under development or being repositioned for significant redevelopment and investment. RESULTS OF OPERATIONS - THREE MONTHS ENDED JUNE 30, 2026 AND 2025 Change 2026 2025 Dollars % (Dollar amounts in thousands) Rental income $ 325,896 $ 302,477 $ 23,419 7.7 % Other property income 9,797 8,769 1,028 11.7 % Mortgage interest income 13 277 (264) (95.3) % Total property revenue 335,706 311,523 24,183 7.8 % Rental expenses 64,491 61,609 2,882 4.7 % Real estate taxes 39,077 36,681 2,396 6.5 % Total property expenses 103,568 98,290 5,278 5.4 % Property operating income (1) 232,138 213,233 18,905 8.9 % General and administrative expense (13,470) (11,925) (1,545) 13.0 % Depreciation and amortization (100,623) (89,241) (11,382) 12.8 % Gain on sale of real estate 20,617 76,501 (55,884) (73.1) % New market tax credit transaction income — 14,176 (14,176) (100.0) % Operating income 138,662 202,744 (64,082) (31.6) % Other interest income 563 905 (342) (37.8) % Interest expense (50,008) (44,598) (5,410) 12.1 % (Loss) income from partnerships (664) 905 (1,569) (173.4) % Total other, net (50,109) (42,788) (7,321) 17.1 % Net income 88,553 159,956 (71,403) (44.6) % Net income attributable to noncontrolling interests (2,851) (4,040) 1,189 (29.4) % Net income attributable to the Trust $ 85,702 $ 155,916 $ (70,214) (45.0) % (1)Property operating income is a non-GAAP measure that consists of total property revenue, less rental expenses and real estate taxes. This measure is used internally to evaluate the performance of property operations and we consider it to be a significant measure. Property operating income should not be considered an alternative measure of operating results or cash flow from operations as determined in accordance with GAAP. The reconciliation of operating income to property operating income for the three months ended June 30, 2026 and 2025 is as follows: 26 Table of Contents 2026 2025 (in thousands) Operating income $ 138,662 $ 202,744 General and administrative 13,470 11,925 Depreciation and amortization 100,623 89,241 Gain on sale of real estate (20,617) (76,501) New market tax credit transaction income — (14,176) Property operating income $ 232,138 $ 213,233 Property Revenues Total property revenue increased $24.2 million, or 7.8%, to $335.7 million in the three months ended June 30, 2026 compared to $311.5 million in the three months ended June 30, 2025. The percentage occupied at our shopping centers was 93.8% and 93.6% at June 30, 2026 and 2025, respectively. Rental income consists primarily of minimum rent, cost reimbursements from tenants and percentage rent, and is net of collectibility related adjustments. Other property income includes revenue for our Pike & Rose hotel, parking income, and other incidental income from our properties. The increase in property revenue is due primarily to the following: •an increase of $20.6 million from acquisitions, •an increase of $7.7 million from comparable properties primarily related to a $3.1 million increase in lease termination fee income, higher rental rates of approximately $2.4 million, a $1.1 million increase in parking income, a $1.1 million increase in recoveries from tenants on higher occupancy and expenses, and higher average occupancy of approximately $1.0 million, and •an increase of $5.6 million from non-comparable properties primarily driven by occupancy increases, partially offset by •a decrease of $9.7 million from property dispositions. Property Expenses Total property expenses increased $5.3 million, or 5.4%, to $103.6 million in the three months ended June 30, 2026 compared to $98.3 million in the three months ended June 30, 2025. Changes in the components of property expenses are discussed below. Rental Expenses Rental expenses increased $2.9 million, or 4.7%, to $64.5 million in the three months ended June 30, 2026 compared to $61.6 million in the three months ended June 30, 2025. This increase is primarily due to the following: •an increase of $2.9 million from acquisitions, •an increase of $1.6 million from non-comparable properties due primarily to openings at Pike & Rose Phase IV and Santana West, and •an increase of $0.9 million from comparable properties due primarily to higher repairs and maintenance costs and higher utilities, partially offset by •a decrease of $2.5 million from property dispositions. As a result of the changes in rental income and rental expenses as discussed above, rental expenses as a percentage of rental income decreased to 19.8% in the three months ended June 30, 2026 from 20.4% in the three months ended June 30, 2025. Real Estate Taxes Real estate tax expense increased $2.4 million, or 6.5%, to $39.1 million in the three months ended June 30, 2026 compared to $36.7 million in the three months ended June 30, 2025. This increase is primarily due to the following: •an increase of $2.4 million from acquisitions, and •an increase of $1.2 million from comparable properties due primarily to higher assessments, partially offset by •a decrease of $1.3 million from property dispositions. 27 Table of Contents Property Operating Income Property operating income increased $18.9 million, or 8.9%, to $232.1 million in the three months ended June 30, 2026 compared to $213.2 million in the three months ended June 30, 2025. This increase is primarily driven by acquisitions, openings at Santana West and Pike & Rose Phase IV, and higher rental rates and average occupancy, partially offset by property dispositions. Other Operating General and Administrative Expense General and administrative expense increased $1.5 million, or 13.0%, to $13.5 million in the three months ended June 30, 2026 compared to $11.9 million in the three months ended June 30, 2025. This increase is due primarily to higher personnel related costs. Depreciation and Amortization Depreciation and amortization expense increased $11.4 million, or 12.8%, to $100.6 million in the three months ended June 30, 2026 compared to $89.2 million in the three months ended June 30, 2025. This increase is due primarily to acquisitions, openings at Santana West, and our investment in comparable properties, partially offset by property dispositions. Gain on Sale of Real Estate The $20.6 million gain on sale of real estate for the three months ended June 30, 2026 is primarily due to the sale our Barcroft Plaza property and a building at our CocoWalk property. The $76.5 million gain on sale of real estate for the three months ended June 30, 2025 is primarily due to the sale of a residential building at Santana Row and our Hollywood Boulevard property. New Market Tax Credit Transaction Income The $14.2 million new market tax credit transaction income for the three months ended June 30, 2025 is due to the sale of the new market tax credits related to Freedom Plaza. Operating Income Operating income decreased $64.1 million, or 31.6%, to $138.7 million in the three months ended June 30, 2026 compared to $202.7 million in the three months ended June 30, 2025. This decrease is primarily driven by lower gains on sale of real estate, the prior year income related to the sale of new market tax credits, and property dispositions, partially offset by acquisitions, openings at Santana West, and higher rental rates and average occupancy. Other Interest Expense Interest expense increased $5.4 million, or 12.1%, to $50.0 million in the three months ended June 30, 2026 compared to $44.6 million in the three months ended June 30, 2025. This increase is due primarily to the following: •an increase of $3.3 million due to higher weighted average borrowings, •an increase of $1.8 million due to a higher overall weighted average borrowing rate, and •a decrease of $0.3 million in capitalized interest. Gross interest costs were $52.7 million and $47.6 million in the three months ended June 30, 2026 and 2025, respectively. Capitalized interest was $2.7 million and $3.0 million for the three months ended June 30, 2026 and 2025, respectively. (Loss) income from partnerships Income from partnerships decreased $1.6 million, or 173.4%, to a loss from partnerships of $0.7 million in the three months ended June 30, 2026 compared to income from partnerships of $0.9 million in the three months ended June 30, 2025. This decrease is primarily due to certain investments in partnerships that were written off during the period. Net Income attributable to noncontrolling interests Net income attributable to noncontrolling interests decreased $1.2 million, or 29.4%, to $2.9 million in the three months ended June 30, 2026 compared to $4.0 million in the three months ended June 30, 2025. This decrease is primarily attributable to the new market tax credit transaction income in 2025. 28 Table of Contents RESULTS OF OPERATIONS - SIX MONTHS ENDED JUNE 30, 2026 AND 2025 Change 2026 2025 Dollars % (Dollar amounts in thousands) Rental income $ 658,554 $ 604,771 $ 53,783 8.9 % Other property income 17,687 15,354 2,333 15.2 % Mortgage interest income 549 552 (3) (0.5) % Total property revenue 676,790 620,677 56,113 9.0 % Rental expenses 139,188 129,413 9,775 7.6 % Real estate taxes 78,048 73,248 4,800 6.6 % Total property expenses 217,236 202,661 14,575 7.2 % Property operating income (1) 459,554 418,016 41,538 9.9 % General and administrative expense (25,395) (22,800) (2,595) 11.4 % Depreciation and amortization (199,840) (176,187) (23,653) 13.4 % Gain on sale of real estate 113,328 77,672 35,656 45.9 % New market tax credit transaction income — 14,176 (14,176) (100.0) % Operating income 347,647 310,877 36,770 11.8 % Other interest income 1,603 1,648 (45) (2.7) % Interest expense (99,124) (87,073) (12,051) 13.8 % (Loss) income from partnerships (503) 1,082 (1,585) (146.5) % Total other, net (98,024) (84,343) (13,681) 16.2 % Net income 249,623 226,534 23,089 10.2 % Net income attributable to noncontrolling interests (4,822) (6,850) 2,028 (29.6) % Net income attributable to the Trust $ 244,801 $ 219,684 $ 25,117 11.4 % (1)Property operating income is a non-GAAP measure that consists of total property revenue, less rental expenses and real estate taxes. This measure is used internally to evaluate the performance of property operations and we consider it to be a significant measure. Property operating income should not be considered an alternative measure of operating results or cash flow from operations as determined in accordance with GAAP. The reconciliation of operating income to property operating income for the six months ended June 30, 2026 and 2025 is as follows: 2026 2025 (in thousands) Operating income $ 347,647 $ 310,877 General and administrative 25,395 22,800 Depreciation and amortization 199,840 176,187 Gain on sale of real estate (113,328) (77,672) New market tax credit transaction income — (14,176) Property operating income $ 459,554 $ 418,016 Property Revenues Total property revenue increased $56.1 million, or 9.0%, to $676.8 million in the six months ended June 30, 2026 compared to $620.7 million in the six months ended June 30, 2025. The percentage occupied at our shopping centers was 93.8% and 93.6% at June 30, 2026 and 2025, respectively. Rental income consists primarily of minimum rent, cost reimbursements from tenants and percentage rent, and is net of collectibility related adjustments. Other property income includes revenue for our Pike & Rose hotel, parking income, and other incidental income from our properties. The increase in property revenues is due primarily to the following: •an increase of $40.6 million from acquisitions, 29 Table of Contents •an increase of $22.1 million from comparable properties primarily related to higher rental rates of approximately $7.8 million, a $5.5 million increase in lease termination fee income, a $4.9 million increase in recoveries from tenants on higher occupancy and expenses, a $2.5 million increase in parking income, and higher average occupancy of approximately $2.4 million, and •an increase of $12.1 million from non-comparable properties primarily driven by occupancy increases, partially offset by •a decrease of $19.1 million from property dispositions. Property Expenses Total property expenses increased $14.6 million, or 7.2%, to $217.2 million in the six months ended June 30, 2026 compared to $202.7 million in the six months ended June 30, 2025. Changes in the components of property expenses are discussed below. Rental Expenses Rental expenses increased $9.8 million, or 7.6%, to $139.2 million in the six months ended June 30, 2026 compared to $129.4 million in the six months ended June 30, 2025 due primarily to the following: •an increase of $6.5 million from acquisitions, •an increase of $5.3 million from comparable properties due primarily to higher snow removal costs and higher utilities, and •an increase of $3.8 million from non-comparable properties due primarily to occupancy increases, partially offset by •a decrease of $4.9 million from property dispositions. As a result of the changes in rental income and rental expenses as discussed above, rental expenses as a percentage of rental income decreased to 21.1% in the six months ended June 30, 2026 from 21.4% in the six months ended June 30, 2025. Real Estate Taxes Real estate tax expense increased $4.8 million, or 6.6%, to $78.0 million in the six months ended June 30, 2026 compared to $73.2 million in the six months ended June 30, 2025 due primarily to the following: •an increase of $4.8 million from acquisitions, •an increase of $1.8 million from comparable properties due primarily to higher assessments, and •an increase of $0.8 million from non-comparable properties due primarily to openings at Santana West, partially offset by •a decrease of $2.5 million from property dispositions. Property Operating Income Property operating income increased $41.5 million, or 9.9%, to $459.6 million in the six months ended June 30, 2026 compared to $418.0 million in the six months ended June 30, 2025. This increase is primarily driven by acquisitions, higher rental rates and average occupancy, openings at Santana West and Pike & Rose Phase IV, and higher lease termination fee income, partially offset by property dispositions. Other Operating General and Administrative Expense General and administrative expense increased $2.6 million, or 11.4%, to $25.4 million in the six months ended June 30, 2026 compared to $22.8 million in the six months ended June 30, 2025. This increase is due primarily to higher personnel related costs. Depreciation and Amortization Depreciation and amortization expense increased $23.7 million, or 13.4%, to $199.8 million in the six months ended June 30, 2026 compared to $176.2 million in the six months ended June 30, 2025. This increase is due primarily to acquisitions, openings at Santana West, and our investment in comparable properties, partially offset by property dispositions. 30 Table of Contents Gain on Sale of Real Estate The $113.3 million gain on sale of real estate for the six months ended June 30, 2026 is primarily due to the sale of a residential building at our Santana Row property, our Barcroft Plaza property, our Courthouse Center property, and a building at our CocoWalk property. The $77.7 million gain on sale of real estate for the six months ended June 30, 2025 is primarily due to the sale of a residential building at Santana Row, our Hollywood Boulevard property, and a portion of our White Marsh Other property. New Market Tax Credit Transaction Income The $14.2 million new market tax credit transaction income for the six months ended June 30, 2025 is primarily due to sale of new market tax credits related to Freedom Plaza. Operating Income Operating income increased $36.8 million, or 11.8%, to $347.6 million in the six months ended June 30, 2026 compared to $310.9 million in the six months ended June 30, 2025. This increase is primarily driven by higher gains on sale of real estate, higher rental rates and average occupancy, acquisitions, higher lease termination fee income, and openings at Santana West, partially offset by income related to the sale of new market tax credits in 2025, and property dispositions. Other Interest Expense Interest expense increased $12.1 million, or 13.8%, to $99.1 million in the six months ended June 30, 2026 compared to $87.1 million in the six months ended June 30, 2025. This increase is due primarily to the following: •an increase of $7.7 million due to higher weighted average borrowings, •a decrease of $2.2 million in capitalized interest, and •an increase of $2.1 million due to a higher overall weighted average borrowing rate. Gross interest costs were $104.8 million and $94.9 million in the six months ended June 30, 2026 and 2025, respectively. Capitalized interest was $5.7 million and $7.9 million for the six months ended June 30, 2026 and 2025, respectively. (Loss) income from partnerships Income from partnerships decreased $1.6 million, or 146.5%, to a loss from partnerships of $0.5 million in the six months ended June 30, 2026 compared to income from partnerships of $1.1 million in the six months ended June 30, 2025. This decrease is primarily due to certain investments in partnerships that were written off during the period. Net income attributable to noncontrolling interests Net income attributable to noncontrolling interests decreased $2.0 million, or 29.6%, to $4.8 million in the six months ended June 30, 2026 compared to $6.9 million in the six months ended June 30, 2025. This decrease is primarily attributable to the new market tax credit transaction income in 2025. 31 Table of Contents Liquidity and Capital Resources Due to the nature of our business and strategy, we typically generate significant amounts of cash from operations which is largely paid to our common and preferred shareholders in the form of dividends because as a REIT, the Trust is generally required to make annual distributions to shareholders of at least 90% of our taxable income (cash dividends paid in the six months ended June 30, 2026 were approximately $199.1 million). Remaining cash flow from operations after regular debt service requirements (including debt service relating to additional or replacement debt, as well as scheduled debt maturities) and dividend payments is used to fund recurring and non-recurring capital projects (such as tenant improvements and redevelopments). We maintain an unsecured $1.4 billion revolving credit facility to fund short term cash flow needs and also look to the public and private debt and equity markets, joint venture relationships, and property dispositions to fund capital expenditures on a long-term basis. During 2026, we sold properties for net sales proceeds of $220.1 million. On April 14, 2026, we amended and restated our revolving credit facility increasing the borrowing capacity from $1.25 billion to $1.4 billion, lowering the spread over SOFR from 77.5 basis points to 72.5 basis points based on our current credit rating, and extending the maturity date to April 12, 2030, plus two six-month extensions, at our option. In addition, we have an option to increase the credit facility through an accordion feature to $2.0 billion. Excluding the $21.2 million of mortgage loans that were repaid subsequent to June 30, 2026, we have $829.3 million of debt maturing through July 2027, of which $200.0 million is the mortgage loan secured by Bethesda Row, for which we have a one-year extension option to extend the maturity date to December 28, 2027. As of June 30, 2026, we had cash and cash equivalents of $107.2 million and $286.2 million outstanding on our $1.4 billion revolving credit facility. We also have the capacity to issue up to $688.9 million in common shares under our ATM equity program. For the six months ended June 30, 2026, the weighted average amount of borrowings outstanding on our revolving credit facility was $378.3 million, and the weighted average interest rate, before amortization of debt fees, was 4.4%. Our overall capital requirements for the remainder of 2026 will depend on acquisition opportunities, the level and general timing of our redevelopment and development activities, and the overall economic environment. We currently have development and redevelopment projects in various stages of constructions with remaining costs of $304 million. We expect to incur the majority of these costs in the next two years. We expect overall capital costs (excluding acquisitions) to be at levels consistent with 2025. Year to date through July 2026, we've acquired two properties for $92.0 million, and continue to evaluate additional opportunities. We believe cash flow from operations, the cash on our balance sheet, and our $1.4 billion revolving credit facility will allow us to continue to operate our business in the short-term. Given our ability to access the capital markets, we also expect debt or equity financing to be available to us, although newly issued debt would likely be at higher interest rates than the debt we are refinancing. We also have the ability to delay the timing of certain development and redevelopment projects as well as limit future acquisitions, reduce our operating expenditures, or re-evaluate our dividend policy. We expect these sources of liquidity and opportunities for operating flexibility to allow us to meet our financial obligations over the long term. We intend to operate with and to maintain our long term commitment to a conservative capital structure that will allow us to maintain strong debt service coverage and fixed-charge coverage ratios as part of our commitment to investment-grade debt ratings. Summary of Cash Flows Six Months Ended June 30, 2026 2025 Change (In thousands) Net cash provided by operating activities $ 338,331 $ 329,737 $ 8,594 Net cash used in investing activities (9,957) (116,322) 106,365 Net cash used in financing activities (331,295) (145,236) (186,059) (Decrease) increase in cash, cash equivalents and restricted cash (2,921) 68,179 (71,100) Cash, cash equivalents, and restricted cash at beginning of year 117,706 135,443 (17,737) Cash, cash equivalents, and restricted cash at end of period $ 114,785 $ 203,622 $ (88,837) Net cash provided by operating activities increased $8.6 million to $338.3 million during the six months ended June 30, 2026 from $329.7 million during the six months ended June 30, 2025. The increase was primarily due to higher net income after adjusting for non-cash items and gain on sale of real estate, offset by the timing of collections related to year end recovery billings. 32 Table of Contents Net cash used in investing activities decreased $106.4 million to $10.0 million during the six months ended June 30, 2026 from $116.3 million during the six months ended June 30, 2025. The change was primarily attributable to: •a $79.0 million increase in net proceeds from the sale of real estate primarily due to $220.1 million of net proceeds from the sale of a residential building at our Santana Row property, our Barcroft Plaza property, our Courthouse Center property, and a building at our CocoWalk property during the six months ended June 30, 2026, as compared to $141.2 million of net proceeds from the sale of a residential building at Santana Row, our Hollywood Boulevard property, and a portion of our White Marsh Other property during the six months ended June 30, 2025, and •a $35.0 million decrease in acquisition of real estate, partially offset by •a $10.4 million increase in capital expenditures. Net cash used in financing activities increased $186.1 million to $331.3 million during the six months ended June 30, 2026 from $145.2 million during the six months ended June 30, 2025. The increase was primarily attributable to: •$400.0 million from the February 2026 repayment of our $400.0 million 1.25% senior unsecured notes at maturity, •a $48.3 million decrease in net borrowings on our revolving credit facility, and •a $5.9 million increase in dividends paid to common and preferred shareholders due to an increase to the common share dividend rate and an increase in the number of outstanding shares, partially offset by •$250.0 million in borrowings under our unsecured term loan in 2026 that we entered into during November 2025, •a $7.1 million decrease in distributions to and redemptions of noncontrolling interests primarily related to the redemption of 77,983 downREIT operating partnership units for $7.0 million during the six months ended June 30, 2025, and •a $6.0 million increase in net proceeds from the issuance of common shares under our ATM program. 33 Table of Contents Debt Financing Arrangements The following is a summary of our total debt outstanding as of June 30, 2026: Description of Debt Original Debt Issued Principal Balance as of June 30, 2026 Stated Interest Rate as of June 30, 2026 Maturity Date (Dollars in thousands) Mortgages payable Bell Gardens (1) Acquired $ 10,715 4.06 % August 1, 2026 Bethesda Row (2) 200,000 200,000 SOFR + 0.95% December 28, 2026 Plaza El Segundo 125,000 125,000 3.83 % June 5, 2027 The Grove at Shrewsbury (East) 43,600 43,600 3.77 % September 1, 2027 Azalea (3)(4) 55,000 55,000 SOFR + 0.85% October 30, 2028 Brook 35 11,500 11,500 4.65 % July 1, 2029 Hoboken (24 Buildings) (5) 56,450 49,761 SOFR + 1.95% December 15, 2029 Various Hoboken (10 Buildings) (6) Acquired 21,051 3.91% to 5.00% Various through 2029 Chelsea Acquired 2,818 5.36 % January 15, 2031 Subtotal 519,445 Net unamortized debt issuance costs and discount (1,074) Total mortgages payable, net 518,371 Notes payable $750 million term loan (3)(7)(9) 750,000 750,000 SOFR + 0.85% March 20, 2028 Revolving credit facility (3)(7) (8) 286,200 SOFR + 0.725% April 12, 2030 $250 million term loan (3)(7) 250,000 250,000 SOFR + 0.85% January 31, 2031 Various 2,462 1,108 Various Various through 2059 Subtotal 1,287,308 Net unamortized debt issuance costs (4,452) Total notes payable, net 1,282,856 Senior notes and debentures (7) Unsecured fixed rate 7.48% debentures 50,000 29,200 7.48 % August 15, 2026 3.25% notes 475,000 475,000 3.25 % July 15, 2027 6.82% medium term notes 40,000 40,000 6.82 % August 1, 2027 5.375% notes 350,000 350,000 5.375 % May 1, 2028 3.25% exchangeable notes 485,000 485,000 3.25 % January 15, 2029 3.20% notes 400,000 400,000 3.20 % June 15, 2029 3.50% notes 400,000 400,000 3.50 % June 1, 2030 4.50% notes 550,000 550,000 4.50 % December 1, 2044 3.625% notes 250,000 250,000 3.625 % August 1, 2046 Subtotal 2,979,200 Net unamortized debt issuance costs and premium (12,515) Total senior notes and debentures, net 2,966,685 Total debt, net $ 4,767,912 _____________________ (1)On July 30, 2026, we repaid this mortgage loan, at par. (2)We have one one-year extension, at our option to extend the maturity date of this mortgage loan to December 28, 2027. (3)Our Azalea mortgage loan, revolving credit facility SOFR loans, and our unsecured term loans bear interest at Daily Simple SOFR, as defined in the respective credit agreements, plus a spread, based on our current credit rating. (4)The Operating Partnership is a co-borrower on this mortgage loan. Additionally, we have two one-year extensions, at our option to extend the maturity date of this mortgage loan to October 30, 2030. (5)The interest rate on this mortgage loan is fixed at 3.67% through two interest rate swap agreements. (6)On July 1, 2026 we repaid $10.5 million of these mortgage loans related to six buildings, at par. (7)The Operating Partnership is the named obligor under our revolving credit facility, term loans, senior notes and debentures. A wholly owned subsidiary of the Operating Partnership is also a co-obligor of the $750.0 million term loan. 34 Table of Contents (8)The maximum amount drawn under our revolving credit facility during the three and six months ended June 30, 2026 was $427.7 million and $699.5 million, respectively, and the weighted average interest rate on borrowings under our revolving credit facility, before amortization of debt fees, was 4.4% for both periods. (9)The interest rate on $450.0 million of our $750.0 million term loan is fixed at a weighted average interest rate of 4.17% through March 1, 2028 through interest rate swap agreements. Our revolving credit facility, unsecured term loans, and other debt agreements include financial and other covenants that may limit our operating activities in the future. As of June 30, 2026, we were in compliance with all financial and other covenants related to our revolving credit facility, unsecured term loans, and senior notes. Additionally, we were in compliance with all of the financial and other covenants that could trigger a loan default on our mortgage loans. If we were to breach any of these financial and other covenants and did not cure the breach within an applicable cure period, our lenders could require us to repay the debt immediately and, if the debt is secured, could immediately begin proceedings to take possession of the property securing the loan. Many of our debt arrangements, including our public notes and our revolving credit facility, are cross-defaulted, which means that the lenders under those debt arrangements can put us in default and require immediate repayment of their debt if we breach and fail to cure a default under certain of our other debt obligations. As a result, any default under our debt covenants could have an adverse effect on our financial condition, our results of operations, our ability to meet our obligations and the market value of our shares. Our organizational documents do not limit the level or amount of debt that we may incur. The following is a summary of our scheduled principal repayments as of June 30, 2026: Unsecured Secured Total (In thousands) 2026 $ 29,271 $ 222,475 (1) $ 251,746 2027 515,037 178,282 693,319 2028 1,100,000 (2) 57,511 (3) 1,157,511 2029 885,000 60,434 945,434 2030 686,200 (4) 684 686,884 Thereafter 1,051,000 59 1,051,059 $ 4,266,508 $ 519,445 $ 4,785,953 (5) __________________ (1)Our $200.0 million mortgage loan secured by Bethesda Row matures on December 28, 2026, plus one one-year extension at our option to December 28, 2027. (2)Our $750.0 million term loan matures on March 20, 2028, plus two one-year extensions at our option to March 20, 2030. (3)Our $55.0 million mortgage loan secured by Azalea matures on October 30, 2028, plus two one-year extensions at our option to October 30, 2030. (4)Our $1.4 billion revolving credit facility matures on April 12, 2030, plus two six-month extensions at our option to April 12, 2031. As of June 30, 2026, there was $286.2 million outstanding under our revolving credit facility. (5)The total debt maturities differ from the total reported on the consolidated balance sheets due to the unamortized net debt issuance costs and premium/discount on mortgage loans, notes payable, and senior notes as of June 30, 2026. Interest Rate Hedging We may use derivative instruments to manage exposure to variable interest rate risk. We generally enter into interest rate swaps to manage our exposure to variable interest rate risk and treasury locks to manage the risk of interest rates rising prior to the issuance of debt. We enter into derivative instruments that qualify as cash flow hedges and do not enter into derivative instruments for speculative purposes. Interest rate swaps associated with cash flow hedges are recorded at fair value on a recurring basis. Effectiveness of cash flow hedges is assessed both at inception and on an ongoing basis. The effective portion of changes in fair value of the interest rate swaps associated with cash flow hedges is recorded in other comprehensive income which is included in "accumulated other comprehensive income (loss)" on the balance sheet and statement of shareholders' equity. Cash flow hedges become ineffective if critical terms of the hedging instrument and the debt instrument do not perfectly match such as notional amounts, settlement dates, reset dates, calculation period and SOFR rate. In addition, we evaluate the default risk of the counterparty by monitoring the credit-worthiness of the counterparty which includes reviewing debt ratings and financial performance. If a cash flow hedge 35 Table of Contents is deemed ineffective, the ineffective portion of changes in fair value of the interest rate swaps associated with cash flow hedges is recognized in earnings in the period affected. As of June 30, 2026, we have interest rate swap agreements that effectively fix the rate on the following debt instruments: Debt Notional Amount of Related Swap Agreements Weighted Average Fixed Rate Maturity Date of Related Swap Agreements (in millions) Consolidated Debt $750 million term loan $ 450.0 4.17 % March 1, 2028 Hoboken mortgage loan $ 49.8 3.67 % December 15, 2029 Unconsolidated Debt Assembly Row Hotel $ 37.5 6.11 % May 30, 2028 Chandler Festival $ 51.0 4.93 % October 4, 2030 Chandler Gateway $ 22.3 4.93 % October 4, 2030 All swaps were designated and qualify as cash flow hedges. Hedge ineffectiveness has not impacted earnings as of June 30, 2026. REIT Qualification We intend to maintain the Trust's qualification as a REIT under Section 856(c) of the Code. As a REIT, we generally will not be subject to corporate federal income taxes on income we distribute to our shareholders as long as we satisfy certain technical requirements of the Code, including the requirement to distribute at least 90% of our taxable income to our shareholders. Funds From Operations Nareit Funds From Operations (“Nareit FFO”) is a supplemental non-GAAP financial measure of real estate companies’ operating performance. The National Association of Real Estate Investment Trusts (“Nareit”) defines FFO as follows: net income, computed in accordance with U.S. GAAP, plus real estate related depreciation and amortization, and excluding gains and losses on the sale of real estate or changes in control, net of tax, and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity. We compute Nareit FFO in accordance with the Nareit definition, and we have historically reported our Nareit FFO available for common shareholders in addition to our net income and net cash provided by operating activities. It should be noted that Nareit FFO: •does not represent cash flows from operating activities in accordance with GAAP (which, unlike FFO, generally reflects all cash effects of transactions and other events in the determination of net income); •should not be considered an alternative to net income as an indication of our performance; and •is not necessarily indicative of cash flow as a measure of liquidity or ability to fund cash needs, including the payment of dividends. We consider Nareit FFO available for common shareholders a meaningful, additional measure of operating performance primarily because it excludes the assumption that the value of the real estate assets diminishes predictably over time, as implied by the historical cost convention of GAAP and the recording of depreciation. We use Nareit FFO primarily as one of several means of assessing our operating performance in comparison with other REITs. Comparison of our presentation of Nareit FFO to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in the application of the Nareit definition used by such REITs. An increase or decrease in Nareit FFO available for common shareholders does not necessarily result in an increase or decrease in aggregate distributions because our Board of Trustees is not required to increase distributions on a quarterly basis. However, we must distribute at least 90% of our annual taxable income to remain qualified as a REIT. Therefore, a significant increase in Nareit FFO will generally require an increase in distributions to shareholders although not necessarily on a proportionate basis. Core Funds From Operations ("Core FFO") is a supplemental non-GAAP financial measure of performance that adjusts Nareit FFO to exclude the impact of certain items that management considers are not indicative of the Company’s ongoing operating and financial performance. These adjustments include, when applicable, (1) gains or losses on early extinguishment of debt, (2) new market tax credit transaction income, (3) executive transition costs, (4) collection of prior period rents which were 36 Table of Contents contractually deferred or payments renegotiated related to the COVID-19 pandemic, and (5) other items as determined by management. Management believes Core FFO provides enhanced comparability across periods and additional insight into the Company’s underlying operating results, by excluding items that may reflect short-term fluctuations in net income and Nareit FFO. Core FFO is not intended to be a substitute for net income or Nareit FFO. Comparison of our presentation of Core FFO to similarly titled measures for other REITs may not be meaningful due to possible differences in the way Core FFO is defined or applied by other REITs. The reconciliation of net income to Nareit FFO and Core FFO available to common shareholders is as follows: Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 (In thousands, except per share data) Reconciliation of net income to Nareit FFO available to common shareholders Net income $ 88,553 $ 159,956 $ 249,623 $ 226,534 Net income attributable to noncontrolling interests (2,851) (4,040) (4,822) (6,850) Gain on sale of real estate (20,617) (76,501) (113,328) (77,672) Depreciation and amortization of real estate assets 86,531 78,598 171,309 155,096 Amortization of initial direct costs of leases 13,027 9,358 26,260 18,435 Funds from operations 164,643 167,371 329,042 315,543 Dividends on preferred shares (1) (1,875) (1,875) (3,750) (3,750) Income attributable to downREIT operating partnership units 595 603 1,191 1,272 Income attributable to unvested shares (569) (559) (1,135) (1,049) Nareit FFO $ 162,794 $ 165,540 $ 325,348 $ 312,016 Weighted average number of common shares, diluted (1)(2) 86,803 86,611 86,733 86,393 Nareit FFO, per diluted share (2) $ 1.88 $ 1.91 $ 3.75 $ 3.61 Reconciliation of Nareit FFO to Core FFO Nareit FFO $ 162,794 $ 165,540 $ 325,348 $ 312,016 Adjustments: New market tax credit transaction income, net — (13,004) — (13,004) Collection of prior period rents deferred during COVID — (69) — (136) Core FFO $ 162,794 $ 152,467 $ 325,348 $ 298,876 Core FFO per diluted share (2) $ 1.88 $ 1.76 $ 3.75 $ 3.46 _____________________ (1)For the three and six months ended June 30, 2026 and 2025, dividends on our Series 1 preferred stock were not deducted in the calculation of FFO available to common shareholders, as the related shares were dilutive and included in "weighted average number of common shares, diluted." (2)The weighted average common shares used to compute Nareit and Core FFO per diluted common share includes downREIT operating partnership units that were excluded from the computation of diluted EPS for the three months ended June 30, 2026. Conversion of these operating partnership units is dilutive in the computation of Nareit and Core FFO per diluted share for all periods presented. 37 Table of Contents
Our use of financial instruments, such as debt instruments, subjects us to market risk which may affect our future earnings and cash flows, as well as the fair value of our assets. Market risk generally refers to the risk of loss from changes in interest rates and market prices.…
Our use of financial instruments, such as debt instruments, subjects us to market risk which may affect our future earnings and cash flows, as well as the fair value of our assets. Market risk generally refers to the risk of loss from changes in interest rates and market prices. We manage our market risk by attempting to match anticipated inflow of cash from our operating, investing and financing activities with anticipated outflow of cash to fund debt payments, dividends to common and preferred shareholders, investments, capital expenditures and other cash requirements. We may enter into certain types of derivative financial instruments to further reduce interest rate risk. We use interest rate protection and swap agreements, for example, to convert some of our variable rate debt to a fixed-rate basis or to hedge anticipated financing transactions. We use derivatives for hedging purposes rather than speculation and do not enter into financial instruments for trading purposes. Interest Rate Risk The following discusses the effect of hypothetical changes in market rates of interest on interest expense for our variable rate debt and on the fair value of our total outstanding debt, including our fixed-rate debt. Interest rate risk amounts were determined by considering the impact of hypothetical interest rates on our debt. Quoted market prices were used to estimate the fair value of our marketable senior notes and debentures and discounted cash flow analysis is generally used to estimate the fair value of our mortgages and notes payable. Considerable judgment is necessary to estimate the fair value of financial instruments. This analysis does not purport to take into account all of the factors that may affect our debt, such as the effect that a changing interest rate environment could have on the overall level of economic activity or the action that our management might take to reduce our exposure to the change. This analysis assumes no change in our financial structure. Fixed Interest Rate Debt The majority of our outstanding debt obligations (maturing at various times through 2059) have fixed interest rates which limit the risk of fluctuating interest rates. However, interest rate fluctuations may affect the fair value of our fixed rate debt instruments. At June 30, 2026, we had $3.7 billion of fixed-rate debt outstanding, including $450.0 million of our $750.0 million unsecured term loan and $49.8 million of mortgage payables for which the rate is effectively fixed by interest rate swap agreements. If market interest rates used to calculate the fair value on our fixed-rate debt instruments at June 30, 2026 had been 1.0% higher, the fair value of those debt instruments on that date would have decreased by approximately $137.8 million. If market interest rates used to calculate the fair value on our fixed-rate debt instruments at June 30, 2026 had been 1.0% lower, the fair value of those debt instruments on that date would have increased by approximately $139.1 million. Variable Interest Rate Debt Generally, we believe that our primary interest rate risk is due to fluctuations in interest rates on our outstanding variable rate debt. At June 30, 2026, we had $1.1 billion of variable rate debt outstanding, comprised of $550.0 million of our unsecured term loans, $286.2 million outstanding on our revolving credit facility, our $200.0 million mortgage loan at Bethesda Row, and our $55.0 million mortgage loan at Azalea. Based upon this amount of variable rate debt and the specific terms, if market interest rates increased 1.0%, our annual interest expense would increase approximately $10.9 million with a corresponding decrease in our net income and cash flows for the year. Conversely, if market interest rates decreased 1.0%, our annual interest expense would decrease by approximately $10.9 million with a corresponding increase in our net income and cash flows for the year.
Read original filing text →There have been no material developments in any of our legal proceedings since the disclosure contained in our Annual Report to Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 12, 2026.
There have been no material developments in any of our legal proceedings since the disclosure contained in our Annual Report to Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 12, 2026.
Read original filing text →There have been no material changes to the risk factors previously disclosed in our Annual Report to our Form 10-K for the year ended December 31, 2025 filed with the SEC on February 12, 2026.
There have been no material changes to the risk factors previously disclosed in our Annual Report to our Form 10-K for the year ended December 31, 2025 filed with the SEC on February 12, 2026.
Read original filing text →