← Back to AHH filing summaryOriginal filing text · Part I
Item 2 — Management's Discussion and Analysis
Ah Realty Trust, Inc. · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
View complete filing on SEC EDGAR ↗This is the extracted source text from the SEC filing. Formatting may differ from the original document.
References to "we," "our," "us," and "our company" refer to AH Realty Trust, Inc., a Maryland corporation, together with our consolidated subsidiaries, including AH Realty Trust, LP, a Virginia limited partnership (the "Operating Partnership"), of which we are the sole general partner. The following discussion should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this report.
Forward-Looking Statements
This report contains forward-looking statements within the meaning of the federal securities laws. We caution investors that any forward-looking statements presented in this report, or which management may make orally or in writing from time to time, are based on beliefs and assumptions made by, and information currently available to, management. When used, the words "anticipate," "believe," "expect," "intend," "may," "might," "plan," "estimate," "project," "should," "will," "result," and similar expressions, which do not relate solely to historical matters, are intended to identify forward-looking statements. Such statements are subject to risks, uncertainties, and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, or projected. We caution you that while forward-looking statements reflect our good faith beliefs when we make them, they are not guarantees of future performance and are impacted by actual events when they occur after we make such statements. We expressly disclaim any responsibility to update forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Accordingly, investors should use caution in relying on past forward-looking statements, which are based on results and trends at the time they are made, to anticipate future results or trends.
Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data, or methods which may be incorrect or imprecise, and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:
•adverse economic or real estate developments, either nationally or in the markets in which our properties are located;
•our failure to generate sufficient cash flows to service our outstanding indebtedness;
•defaults on, early terminations of, or non-renewal of leases by tenants, including significant tenants;
•bankruptcy or insolvency of a significant tenant or a substantial number of smaller tenants;
•difficulties in identifying or completing development, acquisition, or disposition opportunities;
•our ability to commence or continue development projects on the timeframes and terms currently anticipated;
•our failure to successfully operate developed and acquired properties;
•fluctuations in interest rates;
•the impact of inflation, including increases in operating costs;
•our failure to obtain necessary outside financing on favorable terms or at all;
•our inability to extend the maturity of or refinance existing debt or comply with the financial covenants in the agreements that govern our existing debt;
•financial market fluctuations;
•risks that affect the general retail environment or the market for office properties or multifamily units;
•the competitive environment in which we operate;
•decreased rental rates or increased vacancy rates;
•conflicts of interests with our officers and directors;
•lack or insufficient amounts of insurance;
•environmental uncertainties and risks related to adverse weather conditions and natural disasters;
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•other factors affecting the real estate industry generally;
•our failure to maintain our qualification as a real estate investment trust ("REIT") for U.S. federal income tax purposes;
•limitations imposed on our business and our ability to satisfy complex rules in order for us to maintain our qualification as a REIT for U.S. federal income tax purposes;
•changes in governmental regulations or interpretations thereof, such as real estate and zoning laws and increases in real property tax rates and taxation of REITs; and
•potential negative impacts from changes to U.S. tax laws.
While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We caution investors not to place undue reliance on these forward-looking statements and urge investors to carefully review the disclosures we make concerning risks and uncertainties in the sections entitled "Risk Factors" and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our most recent Annual Report on Form 10-K, as well as risks, uncertainties, and other factors discussed in this Quarterly Report on Form 10-Q, and other documents that we file from time to time with the Securities and Exchange Commission (the "SEC").
Business Description
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. Our focus is to deliver long-term, sustainable shareholder value by consistently investing in and operating the highest-quality assets, maintaining a robust and resilient balance sheet, and fostering a dynamic, highly skilled team. We focus on well-positioned secondary and tertiary markets that demonstrate strong population growth, favorable demand drivers, and attractive long-term fundamentals.
Refer to Note 1 to our condensed consolidated financial statements in Item 1 of this Quarterly Report on Form 10-Q for the composition of properties in our operating property portfolio, as well as properties not yet stabilized.
Discontinued Operations
During the first quarter, the Company completed a strategic review of its business and elected to divest its real estate financing and multifamily segments, which, together with the general contracting and real estate services segment, are now reported as discontinued operations. The decision to exit these segments was made in connection with the Company’s broader initiative to simplify its business model and focus on its core retail and office real estate operations. Management believes that the divestiture of these segments will allow the Company to further strengthen its balance sheet and focus on its core competencies, while reducing complexity and risk associated with non-core activities.
The Company entered into a letter of intent relating to the potential sale of its general contracting and real estate services business during the period, and subsequently closed on this sale on April 30, 2026. The transaction included a transition services agreement for a 90 day period of time following the closing to provide human resources, payroll services, and information technology services.
On March 13, 2026, certain wholly owned subsidiaries of the Company entered into a purchase and sale agreement with an unrelated third-party to sell eleven out of the Company's fourteen multifamily properties for a combined purchase price of $562.0 million in cash, subject to certain adjustments, with a $15.0 million non-refundable deposit (the "Multifamily Portfolio Sale"). The Multifamily Portfolio Sale is not contingent on the receipt of financing by the buyer. On May 20, 2026, the Company completed the disposition of nine properties, which included the disposition of retail components of five of the properties and the office component of one of the properties, for aggregate proceeds of $485.0 million (the "First Closing"). The nine properties that were disposed of were: (1) Encore Apartments, (2) The Cosmopolitan, (3) Allied | Harbor Point, (4) 1405 Point Street, (5) 1305 Dock Street, (6) Chronicle Mill Apartments, (7) Chandler Residences, (8) The Edison and (9) Liberty Apartments. The Company expects to complete the disposition of the remaining assets included in the Multifamily Portfolio Sale as follows: Greenside Apartments by the end of 2026 and Premier Apartments by mid-2027. Two of the Company's other multifamily assets, The Everly and Solis Gainesville II, became subject to a purchase and sale agreement as of July 17, 2026 and are expected to close by the end of the third quarter of 2026.
In addition, on March 27, 2026, the Company sold two of the real estate financing investments and on April 30, 2026, the investment secured by The Allure at Edinburgh was fully redeemed. The remaining investment, Solis Kennesaw, is expected to close by the end of the first quarter of 2027.
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There can be no assurances that the Multifamily Portfolio Sale or the sale of the Company's other assets will occur on the timeline or on the terms the Company anticipates, if at all.
The material terms of these transactions included cash consideration, the transfer of related assets and liabilities, and the settlement of certain contingent obligations. As a result of these actions, the results of operations, assets, and liabilities of the general contracting and real estate services, multifamily, and real estate financing segments have been reclassified as discontinued operations for all periods presented.
The following discussion should be read in conjunction with the condensed consolidated financial statements and notes thereto appearing in Item 1 of this Quarterly Report on Form 10-Q. All historical financial information has been retrospectively adjusted to reflect the general contracting and real estate services, multifamily, and real estate financing businesses as discontinued operations. The decision to exit these segments resulted in the reclassification of approximately $21.1 million in revenue for the three months ended June 30, 2026 to discontinued operations.
Operating Segments
Following the discontinuation of the general contracting and real estate services, multifamily, and real estate financing segments, we operate our business through two reportable segments:
1.Retail real estate: The Company’s retail portfolio is concentrated in high-barrier-to-entry markets and is anchored by credit-worthy tenants, including grocery stores and big-box retailers. As of June 30, 2026, the retail portfolio had a leased occupancy level of 95.1%, and renewal spreads (on a GAAP basis) of 11.5% .
2.Office real estate: The office portfolio consists primarily of Class A office space located in mixed-use town centers, such as the Town Center of Virginia Beach and Harbor Point in Baltimore. The segment continues to benefit from the "flight to quality" trend, maintaining an occupancy level of 96.7% and new leasing spreads (on a GAAP basis) of 20.5%.
Second Quarter 2026 and Recent Highlights
The following highlights our results of operations and significant transactions for the three months ended June 30, 2026 and other recent developments:
•As part of its ongoing governance enhancements supporting the Company’s strategic transformation, the Company advanced its board refreshment process by electing Theodore Bigman and Lori Wittman as independent directors at the Company’s 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). Following the 2026 Annual Meeting, Dennis Gartman and George Allen retired from the Board and each of Mr. Bigman and Ms. Wittman were appointed to the board’s Audit Committee. Additionally, F. Blair Wimbush was appointed Chair of the Board's Nominating and Corporate Governance Committee and was appointed to the Board's Compensation Committee.
•On May 20, 2026, we completed the sale of nine multifamily properties and six of the retail and office components of the properties, for aggregate gross proceeds of $485.0 million, generating a net gain on sale of $18.8 million, after transaction costs and escrow amounts. Using these proceeds, we repaid $265.5 million of secured debt and $195.0 million of unsecured debt on our revolving credit facility. Two multifamily properties remain under contract for $77.0 million.
•On April 30, 2026, we fully realized $17.2 million for The Allure at Edinburgh real estate financing investment and used the proceeds to pay down our debt.
•On April 30, 2026, we completed the sale of the general contracting and real estate services business for total economic consideration of $2.4 million, further advancing our strategic plan to simplify the business and focus on core retail and office operations.
•During the quarter ended June 30, 2026, we repurchased 2.0 million shares of common stock for a total of $12.4 million, bringing the total for the year to 5.6 million for a total of $33.2 million.
•Net loss attributable to common stockholders and holders ("OP Unitholders") of units of limited partnership interest in the Operating Partnership ("OP Units") of $24.2 million, or $0.25 per diluted share, compared to net income attributable to common stockholders and OP Unitholders of $3.9 million, or $0.04 per diluted share, for the three months ended June 30, 2025.
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•Funds from operations attributable to common stockholders and OP Unitholders ("FFO") of $15.4 million, or $0.16 per diluted share, compared to $19.0 million, or $0.19 per diluted share, for the three months ended June 30, 2025. See "Non-GAAP Financial Measures."
•FFO, As Adjusted from operations attributable to common stockholders and OP Unitholders ("FFO, As Adjusted") of $14.1 million, or $0.14 per diluted share, compared to $13.8 million, or $0.14 per diluted share, for the three months ended June 30, 2025. See "Non-GAAP Financial Measures."
•As of June 30, 2026, weighted average stabilized portfolio leased occupancy was 95.9%. Retail leased occupancy increased 0.3% to 95.1% and office leased occupancy increased 0.7% to 96.7%.
•As of June 30, 2026, weighted average stabilized portfolio economic occupancy was 90.7%. Retail economic occupancy decreased 1.6% to 90.9%, and office economic occupancy increased 2.8% to 90.5%.
•Executed 11 retail lease renewals and 6 new leases during the second quarter for an aggregate of 107,736 net rentable square feet. Positive spreads on both new leases and renewals:
◦New leasing spreads of 9.4% (GAAP) and 5.2% (Cash).
◦Renewal leasing spreads of 11.5% (GAAP) and 8.7% (Cash).
•Executed 3 office lease renewals and 5 new leases during the second quarter for an aggregate of 55,739 net rentable square feet. Positive spreads on both new leases and renewals:
◦New leasing spreads of 20.5% (GAAP) and 9.5% (Cash).
◦Renewal leasing spreads of 40.2% (GAAP) and 21.6% (Cash).
•Same Store Net Operating Income ("NOI") on a cash basis increased 2.9% for the retail segment and 8.3% for the office segment compared to the quarter ended June 30, 2025.
•During the second quarter of 2026, unrealized losses on non-designated interest rate derivatives that negatively affected FFO were $2.2 million. As of June 30, 2026, the value of the Company’s entire interest rate derivative portfolio, net of unrealized losses, was $4.0 million.
Segment Results of Continuing Operations
As of June 30, 2026, we operated our business in two segments: (i) retail real estate and (ii) office real estate.
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 and segment expenses include rental expenses and real estate taxes for our property segments. NOI is not a measure of operating income or cash flows from operating activities as measured by accounting principles generally accepted in the United States ("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 businesses. See Note 3 to our condensed consolidated financial statements in Item 1 of this Quarterly Report on Form 10-Q for a reconciliation of NOI to net income, the most directly comparable GAAP measure.
We define same store properties as those properties that we owned and operated and that were stabilized for the entirety of both periods presented. We generally consider a property to be stabilized upon the earlier of: (i) the quarter after the property reaches 80% physical 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.
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Retail Segment Data
Retail rental revenues, property expenses, and NOI for the three and six months ended June 30, 2026 and 2025 were as follows (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 Change 2026 2025 Change
Rental revenues $ 24,387 $ 24,144 $ 243 48,885 48,111 $ 774
Property expenses 6,406 6,372 34 13,360 13,002 358
Segment NOI $ 17,981 $ 17,772 $ 209 35,525 35,109 $ 416
Retail segment NOI for the three and six months ended June 30, 2026 was materially consistent with the three and six months ended June 30, 2025.
Retail Same Store Results
Retail same store results for the three and six months ended June 30, 2026 and 2025 exclude Allied | Harbor Point Retail, Liberty Retail, The Edison Retail, Point Street Retail, and Chronicle Mill Retail due to being disposed as part of the First Closing of the Multifamily Portfolio Sale. They also exclude Southern Post Retail, which is not yet stabilized.
Retail same store rental revenues, property expenses, and NOI for the three and six months ended June 30, 2026 and 2025 were as follows (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 Change 2026 2025 Change
Rental revenues $ 23,173 $ 22,681 $ 492 $ 46,125 $ 45,266 $ 859
Property expenses 6,357 6,332 25 13,131 13,085 46
Same Store NOI, cash basis $ 16,816 $ 16,349 $ 467 $ 32,994 $ 32,181 $ 813
GAAP adjustments 1,078 1,301 (223) 2,471 2,468 3
Non-Same Store NOI 87 122 (35) 60 460 (400)
Segment NOI $ 17,981 $ 17,772 $ 209 $ 35,525 $ 35,109 $ 416
Retail same store NOI for the three and six months ended June 30, 2026 increased $0.5 million and $0.8 million, or 2.9% and 2.5%, respectively, compared to the three and six months ended June 30, 2025, primarily due to new leases at Columbus Village due to commencing operations following redevelopment and the favorable resolution of a real estate tax appeal at Patterson Place, which resulted in a reduction of property tax expense during the period.
Office Segment Data
Office rental revenues, property expenses, and NOI for the three and six months ended June 30, 2026 and 2025 were as follows (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 Change 2026 2025 Change
Rental revenues $ 24,675 $ 23,221 $ 1,454 $ 48,596 $ 46,234 $ 2,362
Property expenses 9,232 8,303 929 18,530 16,675 1,855
Segment NOI $ 15,443 $ 14,918 $ 525 $ 30,066 $ 29,559 $ 507
Office segment NOI for the three months ended June 30, 2026 increased $0.5 million, or 3.5%, respectively, compared to the three months ended June 30, 2025. The increase in office segment NOI was primarily due to new leases at 222 Central Park Office, The Interlock Office, and Thames Street Wharf. This is partially offset by an increase in utilities, salaries and compensation, and contracted property services primarily across the Harbor Point properties. Office segment NOI for the six months ended June 30, 2026 was materially consistent with the six months ended June 30, 2025.
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Office Same Store Results
Office same store results for the three and six months ended June 30, 2026 and 2025 exclude Chronicle Mill Office, due to being disposed as part of the First Closing of the Multifamily Portfolio Sale, and Southern Post Office, which is not yet stabilized.
Office same store rental revenues, property expenses, and NOI for the three and six months ended June 30, 2026 and 2025 were as follows (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 Change 2026 2025 Change
Rental revenues $ 22,687 $ 20,698 $ 1,989 $ 44,362 $ 41,520 $ 2,842
Property expenses 8,770 7,852 918 17,596 15,915 1,681
Same Store NOI, cash basis $ 13,917 $ 12,846 $ 1,071 $ 26,766 $ 25,605 $ 1,161
GAAP adjustments 1,321 2,058 (737) 3,269 3,860 (591)
Non-Same Store NOI 205 14 191 31 94 (63)
Segment NOI $ 15,443 $ 14,918 $ 525 $ 30,066 $ 29,559 $ 507
Office same store NOI for the three and six months ended June 30, 2026 increased $1.1 million and $1.2 million, or 8.3% and 4.5%, respectively, compared to the three and six months ended June 30, 2025. The increase in office same store NOI was primarily due to new leases at The Interlock Office, Two Columbus Office, One Columbus, and 222 Central Park Office, partially offset by a partial termination at One City Center in the prior year.
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Consolidated Results of Continuing Operations
The following table summarizes the results of operations for the three and six months ended June 30, 2026 and 2025 (unaudited, in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 Change 2026 2025 Change
Revenues
Rental revenues $ 52,548 $ 50,720 $ 1,828 $ 104,865 $ 100,902 $ 3,963
Total revenues 52,548 50,720 1,828 104,865 100,902 3,963
Expenses
Rental expenses 12,440 11,129 1,311 25,297 22,498 2,799
Real estate taxes 4,797 5,056 (259) 9,532 9,773 (241)
Depreciation and amortization 17,902 16,661 1,241 36,143 35,691 452
General and administrative expenses 5,002 4,220 782 9,718 11,375 (1,657)
Acquisition, development, and other pursuit costs 16 29 (13) 16 83 (67)
Impairment charges 1,894 — 1,894 1,894 — 1,894
Total expenses 42,051 37,095 4,956 82,600 79,420 3,180
Loss on real estate dispositions, net (713) — (713) (854) — (854)
Operating income 9,784 13,625 (3,841) 21,411 21,482 (71)
Interest income 234 263 (29) 296 492 (196)
Interest expense (14,122) (15,282) 1,160 (27,904) (27,719) (185)
Equity in income (loss) of unconsolidated real estate entities 334 179 155 577 (1,236) 1,813
Gain on consolidation of real estate entities — 3,920 (3,920) — 3,920 (3,920)
Loss on extinguishment of debt (523) — (523) (523) — (523)
Change in fair value of derivatives and other 618 688 (70) 1,962 (61) 2,023
Unrealized credit loss (provision) release (96) 242 (338) (96) 242 (338)
Other income (expense), net 3 3 — 16 (86) 102
(Loss) income from continuing operations (3,768) 3,638 (7,406) (4,261) (2,966) (1,295)
Discontinued operations
(Loss) income from discontinued operations (14,271) 2,512 (16,783) (43,797) 4,963 (48,760)
Income tax (provision) benefit from discontinued operations (2,996) 567 (3,563) (3,359) 377 (3,736)
(Loss) income from discontinued operations, net of taxes (17,267) 3,079 (20,346) (47,156) 5,340 (52,496)
Net (loss) income (21,035) 6,717 (27,752) (51,417) 2,374 (53,791)
Net (income) loss attributable to noncontrolling interests in investment entities (243) 77 (320) (265) 80 (345)
Preferred stock dividends (2,887) (2,887) — (5,774) (5,774) —
Net (loss) income attributable to common stockholders and OP Unitholders $ (24,165) $ 3,907 $ (28,072) $ (57,456) $ (3,320) $ (54,136)
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Rental Revenues
Rental revenues for the three and six months ended June 30, 2026 increased $1.8 million and $4.0 million, or 3.6% and 3.9%, respectively, compared to the three and six months ended June 30, 2025 as follows (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 Change 2026 2025 Change
Retail $ 24,387 $ 24,144 $ 243 $ 48,885 $ 48,111 $ 774
Office 24,675 23,221 1,454 48,596 46,234 2,362
Other 3,486 3,355 131 7,384 6,557 827
$ 52,548 $ 50,720 $ 1,828 $ 104,865 $ 100,902 $ 3,963
Retail rental revenues for the three and six months ended June 30, 2026 were materially consistent with the three and six months ended June 30, 2025.
Office rental revenues for the three and six months ended June 30, 2026 increased $1.5 million and $2.4 million, or 6.3% and 5.1%, respectively, compared to the three and six months ended June 30, 2025. The increases in office rental revenues was primarily due to new leases at The Interlock Office, Two Columbus Office, and 222 Central Park Office. In addition, higher expenses, mainly related to utilities and delivery of an expansion space at Thames Street Wharf, contributed to an increase in reimbursable income.
Other rental revenues for the three and six months ended June 30, 2026 increased $0.1 million and $0.8 million, or 3.9% and 12.6%, respectively, compared to the three and six months ended June 30, 2025. The increases in other rental revenues was primarily due to the consolidation of Allied | Harbor Point Garage in May 2025.
Rental Expenses
Rental expenses for the three and six months ended June 30, 2026 increased $1.3 million and $2.8 million, or 11.8% and 12.4%, respectively, compared to the three and six months ended June 30, 2025 as follows (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 Change 2026 2025 Change
Retail $ 4,150 $ 4,120 $ 30 $ 8,772 $ 8,447 $ 325
Office 7,084 6,010 1,074 14,257 12,156 2,101
Other 1,206 999 207 2,268 1,895 373
$ 12,440 $ 11,129 $ 1,311 $ 25,297 $ 22,498 $ 2,799
Retail rental expenses for the three months ended June 30, 2026 were materially consistent with the three months ended June 30, 2025. Retail rental expenses for the six months ended June 30, 2026 increased $0.3 million or 3.8%, respectively, compared to the six months ended June 30, 2025. The increases in retail rental expenses was primarily due to higher utilities at Constellation Retail due to higher rates and Columbus Village due to commencing operations following redevelopment.
Office rental expenses for the three and six months ended June 30, 2026 increased $1.1 million and $2.1 million, or 17.9% and 17.3%, respectively, compared to the three and six months ended June 30, 2025. The increases in office rental expenses was primarily due to an increase in utilities at the Harbor Point properties and 222 Central Park Office due to higher usage and rates, and higher contracted property services related to window cleaning, security, and salaries and compensation at Constellation Office and Thames Street Wharf.
Other rental expenses for the three and six months ended June 30, 2026 were materially consistent with the three and six months ended June 30, 2025.
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Real Estate Taxes
Real estate taxes for the three and six months ended June 30, 2026 decreased $0.3 million and $0.2 million, or 5.1% and 2.5%, respectively, compared to the three and six months ended June 30, 2025 as follows (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 Change 2026 2025 Change
Retail $ 2,256 $ 2,252 $ 4 $ 4,588 $ 4,555 $ 33
Office 2,148 2,293 (145) 4,273 4,519 (246)
Other 393 511 (118) 671 699 (28)
$ 4,797 $ 5,056 $ (259) $ 9,532 $ 9,773 $ (241)
Retail real estate taxes for the three and six months ended June 30, 2026 were materially consistent with the three and six months ended June 30, 2025.
Office real estate taxes for the three and six months ended June 30, 2026 decreased $0.1 million and $0.2 million, or 6.3% and 5.4%, respectively, compared to the three and six months ended June 30, 2025. The decreases in office real estate taxes were primarily due to tax credits received at The Interlock Office and Southern Post Office, decreased tax rates at One City Center Office, and a prior year special benefit tax payment paid in 2025 at Wills Wharf.
Other real estate taxes for the three and six months ended June 30, 2026 were materially consistent with the three and six months ended June 30, 2025.
Depreciation and Amortization
Depreciation and amortization for the three months ended June 30, 2026 increased $1.2 million, or 7.4%, compared to the three months ended June 30, 2025. The increase in depreciation and amortization was primarily due to the non-material correction of a prior year depreciation calculation that resulted in lower expense in the current period. Depreciation and amortization for the six months ended June 30, 2026 was materially consistent with the six months ended June 30, 2025.
General and Administrative Expenses
General and administrative expenses for the three months ended June 30, 2026 increased $0.8 million, or 18.5% compared to the three months ended June 30, 2025 primarily due to professional services fees. General and administrative expenses for the six months ended June 30, 2026 decreased $1.7 million, or 14.6%, compared to the six months ended June 30, 2025 primarily due to the one-time acceleration of the former Chief Executive Officer's performance award in 2025 related to the prior year performance.
Acquisition, Development, and Other Pursuit Costs
Acquisition, development, and other pursuit costs for the three and six months ended June 30, 2026 and 2025 were immaterial.
Impairment Charges
Management determined that certain prospective development projects no longer met the Company's investment and strategic criteria and ceased pursuit of these opportunities. As a result, we recorded an impairment charge of $1.8 million to write off capitalized predevelopment, planning, and pursuit costs associated with these projects for the three and six months ended June 30, 2026, in line with our strategic direction.
Non-Operating Income and Expenses
Interest income for the three and six months ended June 30, 2026 was materially consistent with the three and six months ended June 30, 2025.
Interest expense for the three months ended June 30, 2026 decreased $1.2 million, or 7.6%, compared to the three months ended June 30, 2025, primarily due to approximately $456.0 million of debt repayments (net of additional borrowings) following the First Closing of the Multifamily Portfolio Sale. Interest expense for the six months ended was materially
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consistent with the six months ended June 30, 2025, primarily a result of the current quarter decrease, offset by interest capitalized on a development property in the first quarter of 2025.
Equity in income (loss) of unconsolidated real estate entities for the three months ended June 30, 2026 was materially consistent with the three months ended June 30, 2025. Equity in income (loss) of unconsolidated real estate entities for the six months ended June 30, 2026 increased $1.8 million, compared to the six months ended June 30, 2025. The increase is a result of Harbor Point Parcel 3 being fully operational in 2026 and Harbor Point Parcel 4 losses from the first quarter of 2025 while in lease up.
Gain on consolidation of real estate entities for the three and six months ended June 30, 2025 reflects the consolidation of Harbor Point Parcel 4, otherwise known as Allied | Harbor Point, in the second quarter of 2025.
Loss on extinguishment of debt for the three and six months ended June 30, 2026 represents the unamortized deferred financing costs and prepayment penalties related to the extinguishment of $265.5 million in secured debt using the proceeds from the First Closing of the Multifamily Portfolio Sale. The charge was non-operating in nature and reflects the Company's efforts to optimize its capital structure and reduce future interest expense.
The change in fair value of derivatives and other for the three and six months ended June 30, 2026 included a decrease in interest receipts for non-designated derivatives due to lower SOFR rates on our non-designated hedges compared to the prior year, and a decrease in the fair value of our derivative instruments due to the changes in the forward SOFR curve.
Changes in unrealized credit loss (provision) release for the three and six months ended June 30, 2026 were immaterial.
Changes in other income (expense), net for the three and six months ended June 30, 2026 were immaterial.
Discontinued Operations Data
General Contracting and Real Estate Services Segment Data
General contracting and real estate services revenues, expenses, and gross profit for the three and six months ended June 30, 2026 and 2025 were as follows ($ in thousands). The 2026 amounts reflect activity through April 30, 2026, the date on which the Company completed the sale of its general contracting and real estate services business:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 Change 2026 2025 Change
General contracting and real estate services revenues $ 5,328 $ 31,975 $ (26,647) $ 18,829 $ 78,590 $ (59,761)
General contracting and real estate services expenses $ 5,219 $ 30,592 $ (25,373) $ 18,634 $ 75,842 $ (57,208)
Segment gross profit in discontinued operations $ 109 $ 1,383 $ (1,274) $ 195 $ 2,748 $ (2,553)
Operating margin(1) 2.0 % 4.3 % (2.3) % 1.0 % 3.5 % (2.5) %
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(1)50% of the gross profit attributable to our T. Rowe Price Global HQ project is not reflected within general contracting & real estate services revenues due to elimination. For the Allied | Harbor Point development project, 77% of gross profit was eliminated through April 2025. In April 2025, the project was brought on balance sheet through consolidation and as a result, all associated revenue and cost are eliminated in consolidation. The Company remains entitled to receive cash proceeds related to the eliminated amounts. Prior to the impact of these gross profit eliminations, operating margin was 2.0% and 1.0% for the three and six months ended June 30, 2026, and 3.8% and 3.4% for the three and six months ended June 30, 2025.
General contracting and real estate services gross profit for the three and six months ended June 30, 2026 decreased $1.3 million and $2.6 million, or 92.0% and 93.0%, respectively, compared to the three and six months ended June 30, 2025 primarily due to the reduction in revenue as third-party project backlog was completed and the sale of the general contracting and real estate services business on April 30, 2026.
On April 30, 2026, the Company completed the sale of its general contracting and real estate services business. Economic consideration for the deal of $2.4 million included assumed severance contracts with certain members of the general contracting and real estate services management, as well as GAAP consideration of a nominal amount of cash and a note
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receivable recorded at fair value of $0.8 million. The Company recognized a loss on sale of approximately $2.2 million, which is included in discontinued operations.
Income from discontinued operations related to the general contracting and real estate services business was also impacted by an income tax provision of $3.0 million for the three months ended June 30, 2026 compared to a benefit recognized in the prior year. The tax provision was primarily attributable to the sale of the general contracting and real estate services business. As a result of the disposition, it was determined that certain deferred tax assets previously expected to be realized through the future taxable income of the disposed business were no longer realizable.
The changes in third party construction backlog for the three and six months ended June 30, 2026 and 2025 were as follows (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Beginning backlog $ 55,972 $ 80,423 $ 68,703 $ 123,784
New contracts/change orders (372) 57,909 373 61,230
Work performed (5,321) (31,769) (18,798) (78,452)
Contracts disposed as a result of the general contracting disposition (50,279) — (50,278) —
Ending backlog $ — $ 106,563 $ — $ 106,562
Multifamily Segment Data
Multifamily rental revenues, property expenses, and NOI for the six months ended June 30, 2026 and 2025 were as follows (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 Change 2026 2025 Change
Rental revenues $ 10,765 $ 14,427 $ (3,662) $ 27,508 $ 28,046 $ (538)
Property expenses $ 5,431 $ 6,482 $ (1,051) $ 12,885 $ 11,958 $ 927
Segment NOI $ 5,334 $ 7,945 $ (2,611) $ 14,623 $ 16,088 $ (1,465)
Multifamily segment NOI for the three and six months ended June 30, 2026 decreased $2.6 million and $1.5 million, or 33.0% and 9.0%, respectively, compared to the three and six months ended June 30, 2025. The decrease in multifamily segment NOI was due to the sale of nine multifamily properties during the quarter.
On May 20, 2026, the Company completed the First Closing of the Multifamily Portfolio Sale for aggregate gross proceeds of $485.0 million. The Company recognized a gain of approximately $18.8 million on the sale, of which a $19.5 million gain is included in discontinued operations, and a $0.7 million loss relating to the six commercial properties sold is recorded in continuing operations. The Company used proceeds from the sale to repay or pay down approximately $265.5 million of secured debt and $195.0 million of our revolving credit facility. As a result of the extinguishment of the secured debt, the Company recognized a $2.1 million loss on extinguishment of debt, which represents the unamortized deferred financing costs and prepayment penalties related to the extinguishment.
Under the terms of the purchase and sale agreement for the Multifamily Portfolio Sale, the contractual sales price of Greenside Apartments is $50.0 million. As a result, the Company recorded impairment of $8.7 million during the three months ended June 30, 2026.
The Company also executed a purchase and sale agreement on July 17, 2026 for The Everly and Solis Gainesville II. Under the terms of the purchase and sale agreement for these two assets, the contractual sale price of the two assets combined is $95.5 million. As a result, the Company recorded impairment of $12.2 million during the three months ended June 30, 2026.
Real Estate Financing Segment Data
Real estate financing interest income, interest expense, and gross profit for the three and six months ended June 30, 2026 and 2025 were as follows (in thousands):
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Three Months Ended June 30, Six Months Ended June 30,
2026 2025 Change 2026 2025 Change
Interest income $ 4,962 $ 3,673 $ 1,289 $ 7,217 $ 7,409 $ (192)
Interest expense $ 221 $ 1,927 $ (1,706) $ 1,760 $ 3,641 $ (1,881)
Segment gross profit $ 4,741 $ 1,746 $ 2,995 $ 5,457 $ 3,768 $ 1,689
Operating margin 95.5 % 47.5 % 48.0 % 75.6 % 50.9 % 24.7 %
Real estate financing gross profit for the three and six months ended June 30, 2026 increased $3.0 million and $1.7 million, or 172.0% and 45.0%, respectively, compared to the three and six months ended June 30, 2025. The increase in real estate financing gross profit was primarily due to the gain on the redemption of interest in The Allure at Edinburgh of $4.9 million offset by Solis Kennesaw being placed on non-accrual status in the second quarter.
On March 27, 2026, we signed a purchase and sale agreement with a buyer for the disposition of the Solis North Creek and Solis Peachtree Corners real estate financing investments for a combined purchase price of $63.8 million. We used the proceeds from the sale to pay down debt. Prior to the disposition, the investments were classified as held for sale as a result of the strategic repositioning announced on February 16, 2026, and as a result, we recorded impairment of $5.4 million.
During the first quarter, we reclassified the Solis Kennesaw real estate financing investment to held for sale as a result of the strategic repositioning announced on February 16, 2026 to exit the real estate financing line of business. As a result, the Company recorded impairment of $23.8 million using an approximation of fair value as a level 3 input in the fair value hierarchy.
On April 30, 2026, we fully realized $17.2 million for the real estate financing investment secured by The Allure at Edinburgh and used the proceeds to repay debt.
During the second quarter, we received bids on the Solis Kennesaw real estate financing investment, and further recorded impairment of $13.5 million using an approximation of fair value as a level 3 input in the fair value.
Results of Discontinued Operations
Summarized results of discontinued operations for the three and six months ended June 30, 2026 and 2025 are shown below (in thousands):
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Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Rental revenues $ 10,765 $ 14,427 $ 27,508 $ 28,046
General contracting and real estate services revenues 5,328 31,975 18,829 $ 78,590
Interest income (real estate financing) 4,962 3,673 7,217 $ 7,409
Rental expenses (3,596) (4,948) (9,521) $ (9,203)
Real estate taxes (1,835) (1,534) (3,364) $ (2,755)
General contracting and real estate services expenses (5,219) (30,592) (18,634) $ (75,842)
Interest expense (real estate financing)(1) (221) (1,927) (1,760) $ (3,641)
Depreciation and amortization, net (1,788) (5,091) (8,003) $ (9,277)
General and administrative expenses (293) (1,776) (868) $ (2,008)
Impairment of real estate assets(2) (34,370) — (63,599) $ —
Gain on disposition, net 17,317 — 17,317 $ —
Non-operating income and expenses(3)(4) (5,321) (1,695) (8,919) $ (6,356)
(Loss) income before taxes (14,271) 2,512 (43,797) 4,963
Income tax (provision) benefit from discontinued operations (2,996) 567 (3,359) $ 377
(Loss) income from discontinued operations, net of tax(5) $ (17,267) $ 3,079 $ (47,156) $ 5,340
(1) Interest expense within the real estate financing segment is allocated based on the average outstanding principal of notes receivable in the real estate financing portfolio, and the effective interest rate on the credit facility, the M&T term loan facility, and the TD term loan facility, each as defined in Note 8.
(2) Impairment recognized for the three months ended June 30, 2026 represents impairment of the multifamily properties Greenside Apartments, Solis Gainesville II, and The Everly, and notes receivable secured by the Solis Kennesaw real estate financing investments. Impairment recognized for the six months ended June 30, 2026 additionally includes impairment of notes receivable secured by the Solis North Creek, Solis Peachtree Corners, and Solis Kennesaw real estate financing investments.
(3) Non-operating income and expenses includes interest income (excluding real estate financing), acquisition, development, and other pursuit costs, interest expense (excluding real estate financing), gain (loss) on consolidation of real estate entities, loss on extinguishment of debt, change in fair value of derivatives and other, equity in income of unconsolidated real estate entities, unrealized credit loss release (provision), and other income (expense), net.
(4) Interest expense (excluding real estate financing segment) is allocated by first allocating secured debt to the relevant properties. Unsecured debt is then allocated using the total value of unencumbered income producing property, and allocated based on property classification.
(5) The 2026 results of the general contracting and real estate services business reflect activity through April 30, 2026, the date on which the Company completed the sale of the general contracting and real estate services business. The 2026 multifamily real estate results include results for all 13 properties classified within discontinued operations through May 20, 2026, the date on which the Company completed the first closing of the Multifamily Portfolio Sale and sold 9 of the 13 properties; results after that date reflect only the remaining properties included in discontinued operations.
Liquidity and Capital Resources
Overview
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, 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 credit facility (as defined below), and net proceeds from the opportunistic sale of common stock through our ATM Program, which is discussed below.
Our long-term liquidity needs consist primarily of funds necessary for the repayment of debt at or prior to maturity, property 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 acquisitions and capital improvements using our credit facility pending long-term financing.
As of June 30, 2026, we had unrestricted cash and cash equivalents of $20.7 million attributable to continuing operations available for both current liquidity needs as well as development and redevelopment activities. We also had restricted cash in escrow of $1.5 million attributable to continuing operations, some of which is available for capital
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expenditures and certain operating expenses at our operating properties. As of June 30, 2026, we had $203.7 million of available borrowings under our revolving credit facility to meet our short-term liquidity requirements. During the three months ended June 30, 2026, we decreased outstanding borrowings on our revolving credit facility by $190.0 million from proceeds from the First Closing of the Multifamily Portfolio Sale and the redemption of The Allure at Edinburgh. Additionally, we repaid $265.5 million in secured debt using proceeds from the First Closing of the Multifamily Portfolio Sale.
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 three months ended June 30, 2026 and intend to continue to implement this transformation in the current fiscal year. As of June 30, 2026, fixed-rate debt and variable-rate debt before the impact of derivatives represented 21.3% and 78.7%, respectively, compared to 14.7% and 85.3% as of June 30, 2025. As of June 30, 2026, unsecured debt represented 69.0% of our total borrowings compared to 54.5% as of June 30, 2025. However, we intend to maintain a certain level of property secured debt as part of our risk management strategy.
As of June 30, 2026, we had the $121.8 million loan secured by the Constellation Energy Building that will mature during the remainder of 2026, for which we are in the process of refinancing.
ATM Program
On March 10, 2020, we commenced an at-the-market continuous equity offering program (the "ATM Program") through which we may, from time to time, issue and sell shares of our common stock and shares of our 6.75% Series A Cumulative Redeemable Perpetual Preferred Stock (the "Series A Preferred Stock") having an aggregate offering price of up to $300.0 million, to or through our sales agents and, with respect to shares of our common stock, may enter into separate forward sales agreements to or through the forward purchaser. The Company's ATM Program has no expiration date.
During the six months ended June 30, 2026, 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 July 31, 2026.
Share Repurchase Program
On June 15, 2023, we adopted a $50.0 million share repurchase program (the "Share Repurchase Program"). Under the Share Repurchase Program, we may repurchase shares of our common stock and Series A Preferred Stock from time to time in the open market, in block purchases, through privately negotiated transactions, the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other means permitted. The Share Repurchase Program does not obligate us to acquire any specific number of shares or acquire shares over any specific period of time. The Share Repurchase Program may be suspended or discontinued at any time by us and does not have an expiration date.
During the six months ended June 30, 2026, we repurchased 5.6 million shares of common stock for a total of $33.2 million, at a weighted average price of $5.92. During the six months ended June 30, 2026, we did not repurchase any shares of Series A Preferred Stock. As of June 30, 2026, $54.1 million remained available for repurchases under the Share Repurchase Program.
Credit Facility
On August 23, 2022, we entered into an amended and restated credit agreement (the "Credit Agreement"), which provides for a $550.0 million credit facility comprised of a $250.0 million senior unsecured revolving credit facility (the "revolving credit facility") and a $300.0 million senior unsecured term loan facility (the "term loan facility" and, together with the revolving credit facility, the "credit facility"), with a syndicate of banks. Subject to available borrowing capacity, we intend to use future borrowings under the credit facility for general corporate purposes, including funding acquisitions and redevelopment of properties in our portfolio, and for working capital.
The credit facility includes an accordion feature that allows the total commitments to be increased to $1.0 billion, subject to certain conditions, including obtaining commitments from any one or more lenders. The revolving credit facility has a scheduled maturity date of January 22, 2027, with two six-month extension options, subject to certain conditions, including payment of a 0.075% extension fee at each extension. The term loan facility has a scheduled maturity date of January 21, 2028.
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On August 29, 2023, we increased the capacity of the revolving credit facility by $105.0 million by exercising the accordion feature in part, bringing the revolving credit facility capacity to $355.0 million and the total credit facility capacity to $655.0 million.
On June 14, 2024, the term loan facility commitment increased to $350.0 million as a result of an existing lender increasing its outstanding commitment.
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 $224.7 million, as of June 30, 2026.
The Operating Partnership is the borrower under the credit facility, and its obligations under the credit facility are guaranteed by us and certain of our subsidiaries that are not otherwise prohibited from providing such guaranty.
The Credit Agreement contains customary representations and warranties and financial and other affirmative and negative covenants. Our ability to borrow under the credit facility is subject to our ongoing compliance with a number of financial covenants, affirmative covenants and other restrictions, including the following:
•Total leverage ratio of not more than 60% (or 65% for the two consecutive quarters following any acquisition with a purchase price of at least $100.0 million, but only up to two times during the term of the credit facility);
•Ratio of adjusted EBITDA (as defined in the Credit Agreement) to fixed charges of not less than 1.50 to 1.0;
•Tangible net worth of not less than the sum of (i) $825.2 million and (ii) an amount equal to 75% of the net equity proceeds received by us after June 30, 2022;
•Ratio of secured indebtedness (excluding the credit facility if it becomes secured indebtedness) to total asset value of not more than 40%;
•Ratio of secured recourse debt (excluding the credit facility if it becomes secured indebtedness) to total asset value of not more than 20%;
•Total unsecured leverage ratio of not more than 60% (or 65% for the two consecutive quarters following any acquisition with a purchase price of at least $100.0 million, but only up to two times during the term of the credit facility);
•Unencumbered interest coverage ratio (as defined in the Credit Agreement) of not less than 1.75 to 1.0;
•Maintenance of a minimum of at least 15 unencumbered properties (as defined in the Credit Agreement) with an unencumbered asset value (as defined in the Credit Agreement) of not less than $500.0 million at any time; and
•Minimum occupancy rate (as defined in the Credit Agreement) for all unencumbered properties of not less than 80% at any time.
The Credit Agreement limits our ability to pay cash dividends if a default has occurred and is continuing or would result therefrom. However, if certain defaults or events of default exist, we may pay cash dividends to the extent necessary to (i) maintain our status as a REIT and (ii) avoid federal or state income excise taxes. The Credit Agreement also restricts the amount of capital that we can invest in specific categories of assets, such as unimproved land holdings, development properties, notes receivable, mortgages, mezzanine loans, and unconsolidated affiliates, and restricts our ability to repurchase stock and OP Units during the term of the credit facility.
We may, at any time, voluntarily prepay any loan under the credit facility in whole or in part without significant premium or penalty, except for those portions subject to an interest rate swap agreement.
The Credit Agreement includes customary events of default, in certain cases subject to customary periods to cure. The occurrence of an event of default, following 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 credit facility to be immediately due and payable.
We are currently in the process of recasting the credit facility, to include the M&T term loan facility and TD term loan facility as described below. Management is working with its lending group to finalize the revised financing arrangements and currently expects the recasting process to be completed by the end of 2026. The proposed recasting is intended to simplify our capital structure and extend maturities. While the definitive terms remain subject to negotiation and execution of final agreements, we expect the recast facility to continue to provide sufficient liquidity and financial flexibility to support our
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operating, investing, and financing activities, and the terms and covenants are expected to be materially similar to the current facility. Until the recasting is completed, the existing credit agreements remain in effect. We do not anticipate any disruption to our access to credit or our ability to meet our short-term or long-term liquidity requirements during the transition process. However, we can provide no assurances that the recasting will be completed on the timeline or terms currently anticipated, or at all.
M&T Term Loan Facility
On December 6, 2022, we entered into a term loan agreement (the "M&T term loan agreement") with Manufacturers and Traders Trust Company, which provides a $100.0 million senior unsecured term loan facility (the "M&T term loan facility"), with the option to increase the total capacity to $200.0 million, subject to our satisfaction of certain conditions. The M&T term loan facility has a scheduled maturity date of March 8, 2027, with a one-year extension option, subject to our satisfaction of certain conditions, including payment of a 0.075% extension fee.
On June 21, 2024, the M&T term loan facility commitment increased to $135.0 million as a result of adding a new lender to the facility.
The M&T 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 rate of interest in effect for such day as publicly announced from time to time by M&T Bank as its “prime rate” for such day, (b) the Federal Funds Rate for such day, plus 0.50%, (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.
The Operating Partnership is the borrower under the M&T term loan facility, and its obligations under the M&T term loan facility are guaranteed by us and certain of its subsidiaries that are not otherwise prohibited from providing such guaranty.
The M&T term loan agreement contains customary representations and warranties and financial and other affirmative and negative covenants. Our ability to borrow under the M&T term loan facility is subject to ongoing compliance with a number of financial covenants, affirmative covenants, and other restrictions, including the following:
•Total leverage ratio of not more than 60% (or 65% for the two consecutive quarters following any acquisition with a purchase price of at least $100.0 million, but only up to two times during the term of the M&T term loan facility);
•Ratio of adjusted EBITDA (as defined in the M&T term loan agreement) to fixed charges of not less than 1.50 to 1.0;
•Tangible net worth of not less than the sum of (i) $825.2 million and (ii) an amount equal to 75% of the net equity proceeds received by us after June 30, 2022;
•Ratio of secured indebtedness (excluding the M&T term loan facility if it becomes secured indebtedness) to total asset value of not more than 40%;
•Ratio of secured recourse debt (excluding the M&T term loan facility if it becomes secured indebtedness) to total asset value of not more than 20%;
•Total unsecured leverage ratio of not more than 60% (or 65% for the two consecutive quarters following any acquisition with a purchase price of at least $100.0 million, but only up to two times during the term of the M&T term loan facility);
•Unencumbered interest coverage ratio (as defined in the M&T term loan agreement) of not less than 1.75 to 1.0;
•Maintenance of a minimum of at least 15 unencumbered properties (as defined in the M&T term loan agreement) with an unencumbered asset value (as defined in the M&T term loan agreement) of not less than $500.0 million at any time; and
•Minimum occupancy rate (as defined in the M&T term loan agreement) for all unencumbered properties of not less than 80% at any time.
The M&T term loan agreement limits our ability to pay cash dividends if a default has occurred and is continuing or would result therefrom. However, if certain defaults or events of default exist, we may pay cash dividends to the extent necessary to (i) maintain our status as a REIT and (ii) avoid federal or state income excise taxes. The M&T term loan agreement also restricts the amount of capital that we can invest in specific categories of assets, such as unimproved land holdings, development properties, notes receivable, mortgages, mezzanine loans and unconsolidated affiliates, and restricts our ability to
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repurchase stock and OP Units during the term of the M&T term loan facility.
We may, at any time, voluntarily prepay the M&T term loan facility in whole or in part without premium or penalty, provided certain conditions are met.
The M&T 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 M&T term loan facility to be immediately due and payable. A default under the Credit Agreement would also constitute a default under the M&T term loan agreement.
TD Term Loan Facility
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 to May 19, 2026. We paid a nominal extension fee.
Effective May 14, 2026, we executed a 12-month extension on the TD Term Loan, extending the loan maturity to May 19, 2027. We paid a nominal extension fee.
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.
On June 29, 2023, the TD term loan facility commitment increased to $95.0 million as a result of the addition of a second lender to the facility.
The Operating Partnership is the borrower under the TD term loan facility, and its obligations under the TD term loan facility are guaranteed by us and certain of its subsidiaries that are not otherwise prohibited from providing such guaranty.
The TD term loan agreement contains customary representations and warranties and financial and other affirmative and negative covenants. Our ability to borrow under the TD term loan facility is subject to ongoing compliance with a number of financial covenants, affirmative covenants, and other restrictions, including the following:
•Total leverage ratio of not more than 60% (or 65% for the two consecutive quarters following any acquisition with a purchase price of at least $100.0 million, but only up to two times during the term of the TD term loan facility);
•Ratio of adjusted EBITDA (as defined in the TD term loan agreement) to fixed charges of not less than 1.50 to 1.0;
•Tangible net worth of not less than the sum of (i) $825.2 million and (ii) an amount equal to 75% of the net equity proceeds received by us after June 30, 2022;
•Ratio of secured indebtedness (excluding the TD term loan facility if it becomes secured indebtedness) to total asset value of not more than 40%;
•Ratio of secured recourse debt (excluding the TD term loan facility if it becomes secured indebtedness) to total asset value of not more than 20%;
•Total unsecured leverage ratio of not more than 60% (or 65% for the two consecutive quarters following any acquisition with a purchase price of at least $100.0 million, but only up to two times during the term of the TD term loan facility);
•Unencumbered interest coverage ratio (as defined in the TD term loan agreement) of not less than 1.75 to 1.0;
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•Maintenance of a minimum of at least 15 unencumbered properties (as defined in the TD term loan agreement) with an unencumbered asset value (as defined in the TD term loan agreement) of not less than $500.0 million at any time; and
•Minimum occupancy rate (as defined in the TD term loan agreement) for all unencumbered properties of not less than 80% at any time.
The TD term loan agreement limits our ability to pay cash dividends if a default has occurred and is continuing or would result therefrom. However, if certain defaults or events of default exist, we may pay cash dividends to the extent necessary to (i) maintain our status as a REIT and (ii) avoid federal or state income excise taxes. The TD term loan agreement also restricts the amount of capital that we can invest in specific categories of assets, such as unimproved land holdings, development properties, notes receivable, mortgages, mezzanine loans and unconsolidated affiliates, and restricts our ability to repurchase stock and OP Units during the term of the TD term loan facility.
We may, at any time, voluntarily prepay the TD term loan facility in whole or in part without premium or penalty, provided certain conditions are met.
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.
Private Placement Notes
On July 22, 2025, we and the Operating Partnership entered into a note purchase agreement (the “Note Purchase Agreement”) with institutional investors pursuant to which the Operating Partnership sold, and the institutional investors purchased, $115.0 million aggregate principal amount of unsecured notes, consisting of (a) $25.0 million aggregate principal amount of 5.57% Senior Notes, Series A, due July 22, 2028, (b) $45.0 million aggregate principal amount of 5.78% Senior Notes, Series B, due July 22, 2030, and (c) $45.0 million aggregate principal amount of 6.09% Senior Notes, Series C, due July 22, 2032 (collectively, the "Notes").
The Notes bear interest on the outstanding principal balance at the stated rates per annum from the date of issuance, payable semiannually on January 22 and July 22 of each year, commencing January 22, 2026 until such principal becomes due and payable. The Notes are the senior unsecured obligations of the Operating Partnership and rank at least pari passu in right of payment with all other unsecured senior indebtedness of the Operating Partnership. The Operating Partnership’s obligations under the Notes are guaranteed by us and certain of our subsidiaries that are not otherwise prohibited from providing such guaranty.
The Note Purchase Agreement contains customary representations and warranties. Under the Note Purchase Agreement, we are also subject to a number of financial covenants, affirmative covenants, and other restrictions, including the following, which are subject to a “most favored lender” provision, which automatically incorporates any changes to corresponding covenants under the Credit Agreement into the Note Purchase Agreement:
•Ratio of Secured Recourse Debt (as defined in the Note Purchase Agreement), excluding the Notes if they become Secured Indebtedness (as defined in the Note Purchase Agreement)), to total asset value of not more than 20%;
•Maintenance of a minimum of at least 15 Unencumbered Properties (as defined in the Note Purchase Agreement) with an Unencumbered Asset Value (as defined in the Note Purchase Agreement) of not less than $500.0 million at any time; and
•Minimum Occupancy Rate (as defined in the Note Purchase Agreement) for all Unencumbered Properties of not less than 80% at any time.
The following financial covenants are not subject to the most favored lender provision:
•Total leverage ratio of not more than 60% (or 65% for the two consecutive quarters following any acquisition with a purchase price of at least $100.0 million, but only up to two times during the term of the Note Purchase Agreement;
•Ratio of adjusted EBITDA (as defined in the Note Purchase Agreement) to Fixed Charges (as defined in the Note Purchase Agreement) of not less than 1.5 to 1.0;
•Tangible Net Worth (as defined in the Purchase Agreement) of not less than the sum of (i) $825.2 million and (ii) an amount equal to 75% of the net equity proceeds received by us after June 30, 2022;
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•Ratio of Secured Indebtedness, excluding the Notes if they become Secured Indebtedness, to total asset value of not more than 40%;
•Total Unsecured Leverage Ratio (as defined in the Note Purchase Agreement) of not more than 60% (or 65% for the two consecutive quarters following any acquisition with a purchase price of at least $100.0 million, but only up to two times during the term of the Note Purchase Agreement);
•Unencumbered Interest Coverage Ratio (as defined in the Note Purchase Agreement) of not less than 1.75 to 1.0;
The Note Purchase Agreement also restricts the amount of capital that we can invest in specific categories of assets, such as unimproved land holdings, development properties, notes receivable, mortgages, mezzanine loans and unconsolidated affiliates while the Notes are outstanding.
We may, at any time, voluntarily prepay all of, or from time to time any part of, any series of the Notes in an amount not less than 5% of the aggregate principal amount of such series of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, plus the applicable Make‑Whole Amount (as defined in the Note Purchase Agreement), which will be calculated based on the prepayment date with respect to such principal amount, as set forth in the Note Purchase Agreement.
The Note Purchase Agreement includes customary events of default, including but not limited to non-payment, breach of covenants, representations or warranties, cross defaults, bankruptcy or other insolvency events, judgments, Employee Retirement Income Security Act 1974 (ERISA) events, and if any guarantee ceases to be in full force and effect. In certain cases, the events of default are subject to customary periods to cure. The occurrence of an event of default, following the applicable cure period, would permit holders of more than 50% in aggregate principal amount of the Notes to, among other things, declare the unpaid principal, accrued and unpaid interest, and all other amounts payable under the Notes to be immediately due and payable.
We are currently in compliance with all covenants under the Credit Agreement, the M&T term loan agreement, the TD term loan agreement, and the Note Purchase Agreement, all of which are substantially similar.
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Consolidated Indebtedness
The following table sets forth our consolidated indebtedness as of June 30, 2026 ($ in thousands):
Amount Outstanding Interest Rate(1) Effective Rate for Variable-Rate Debt Maturity Date(2) Balance at Maturity
Secured Debt
Constellation Energy Building $ 121,800 SOFR+ 1.50 % 5.27 % November 1, 2026 $ 121,800
The Everly (3) 28,000 SOFR+ 1.50 % 5.15 % March 17, 2027 28,000
Greenbrier Square 18,579 3.74 % October 10, 2027 18,049
Lexington Square 12,807 4.50 % September 1, 2028 12,106
Red Mill North 3,649 4.73 % December 31, 2028 3,333
Premier Apartments and Retail (3) 29,415 5.53 % December 1, 2029 29,415
Greenside Apartments (3) 29,209 3.17 % December 15, 2029 26,320
Thames Street Wharf 65,579 SOFR+ 1.30 % 2.33 % (4) September 30, 2031 58,414
Smith's Landing 12,047 4.05 % June 1, 2035 642
Total - Secured Debt $ 321,085 $ 298,077
Unsecured Debt
Senior Unsecured Revolving Credit Facility $ 21,000 SOFR+ 1.30% - 1.85% 5.25 % January 22, 2027 $ 21,000
M&T Unsecured Term Loan 35,000 SOFR+ 1.25% - 1.80% 5.20 % March 6, 2027 35,000
M&T Unsecured Term Loan (Fixed) 100,000 SOFR+ 1.25% - 1.80% 5.05 % (4) March 6, 2027 100,000
TD Unsecured Term Loan 95,000 SOFR+ 1.35% - 1.90% 5.30 % May 19, 2027 (5) 95,000
Senior Unsecured Term Loan 250,000 SOFR+ 1.25% - 1.80% 5.20 % January 21, 2028 250,000
Senior Unsecured Term Loan (Fixed) 100,000 SOFR+ 1.25% - 1.80% 4.98 % (4) January 21, 2028 100,000
Senior Notes, Series A 25,000 5.57 % July 22, 2028 25,000
Senior Notes, Series B 45,000 5.78 % July 22, 2030 45,000
Senior Notes, Series C 45,000 6.09 % July 22, 2032 45,000
Total - Unsecured Debt $ 716,000 $ 716,000
Total Principal Balances $ 1,037,085 $ 1,014,077
Unamortized GAAP adjustments (4,350)
Loans reclassified to liabilities of discontinued operations (76,873)
Indebtedness, Net $ 955,862
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(1) SOFR is determined by individual lenders.
(2) Does not reflect the effect of any maturity extension options.
(3) Debt attributable to assets under purchase and sale agreements, expected to be repaid utilizing proceeds from the sale.
(4) Includes debt subject to interest rate swap locks.
(5) Effective May 14, 2026, we executed a 12-month extension on this loan.
As of June 30, 2026, we were in compliance with all loan covenants on our outstanding indebtedness.
As of June 30, 2026, our scheduled principal payments and maturities during each of the next five years and thereafter are as follows ($ in thousands):
Year(1)(2) Amount Due Percentage of Total
2026 (excluding the six months ended June 30, 2026) $ 123,996 12 %
2027(3) 301,281 29 %
2028(3) 394,223 38 %
2029 59,075 6 %
2030 47,706 5 %
Thereafter 110,804 11 %
Total $ 1,037,085 100 %
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(1) Does not reflect the effect of any maturity extension options.
(2) Includes debt incurred in connection with the development of properties.
(3) We are currently in the process of recasting the credit facility, M&T term loan facility, and TD term loan facility.
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Interest Rate Derivatives
As of June 30, 2026, we held the following interest rate swap agreements ($ in thousands):
Related Debt Notional Amount Index Swap Fixed Rate Debt Effective Rate Effective Date Expiration Date
Floating Rate Pool of Loans $ 320,000 (1) 1-month SOFR 2.25 % 3.83 % 8/1/2025 8/1/2026
Floating Rate Pool of Loans 320,000 (1) 1-month SOFR 2.25 % 3.83 % 8/1/2025 8/1/2026
Harbor Point Parcel 3 Senior Construction Loan 90,000 (2) 1-month SOFR 2.25 % 4.62 % 8/1/2025 8/1/2026
Floating Rate Pool of Loans 90,000 (2) 1-month SOFR 2.25 % 3.83 % 8/1/2025 8/1/2026
Thames Street Wharf Loan 61,482 (3) Daily SOFR 0.93 % 2.33 % 4/3/2023 9/30/2026
Floating Rate Pool of Loans 150,000 (4) 1-month SOFR 2.50 % 4.08 % 1/2/2025 1/1/2027
M&T Unsecured Term Loan 100,000 (3) 1-month SOFR 3.50 % 5.05 % 12/6/2022 12/6/2027
Senior Unsecured Term Loan 100,000 (5) 1-month SOFR 3.43 % 4.98 % 4/1/2024 1/21/2028
Total Effective Swaps $ 1,231,482
Related Debt Notional Amount Index Swap Fixed Rate Debt Effective Rate Effective Date Expiration Date
Thames Street Wharf Loan $ 65,103 (3)(6) Daily SOFR 3.86 % N/A 9/30/2026 9/30/2031
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(1) We paid $5.5 million to reduce the swap fixed rate on July 28, 2025.
(2) We paid $1.5 million to reduce the swap fixed rate on July 28, 2025.
(3) Designated as a cash flow hedge.
(4) We paid $4.6 million to reduce the swap fixed rate on January 3, 2025.
(5) 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 on September 27, 2024, the $67.9 million swap on the senior unsecured loan increased to $79.0 million. Once the Liberty Retail & Apartments loan was repaid on May 20, 2026, the $79.0 million swap on the senior unsecured loan increased to $100.0 million.
(6) The Company entered into a swap on May 28, 2026 with an effective date of September 30, 2026. This swap will replace the existing swap assigned to the loan secured by Thames Street Wharf at the effective date of the loan's extension.
Off-Balance Sheet Arrangements
In connection with certain of our equity method investments, we have made guarantees to pay portions of certain senior loans of third parties associated with the development projects. As of June 30, 2026, we had no outstanding guarantee liabilities.
Unfunded Loan Commitments
We continue to have certain contingent obligations and financial commitments related to the real estate financing segment, primarily in the form of unfunded loan commitments. 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 condensed consolidated balance sheet. As of June 30, 2026, our off-balance sheet arrangements consisted of $2.0 million of unfunded contingency. We consider the probability of contingency funding to be remote. We do not have a 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 condensed 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.
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Cash Flows
Six Months Ended June 30,
2026 2025 Change
(in thousands)
Cash flows from continuing operations:
Operating activities $ 41,682 $ 22,789 $ 18,893
Investing activities (20,477) (21,498) 1,021
Financing activities (398,560) 12,776 (411,336)
Cash flows from discontinued operations:
Operating activities 3,544 (11,579) 15,123
Investing activities 358,830 (17,484) 376,314
Financing activities (3,655) (2,626) (1,029)
Net decrease $ (18,636) $ (17,622) $ (1,014)
Cash, cash equivalents, and restricted cash, beginning of period (including discontinued operations) $ 54,183 $ 72,223
Cash, cash equivalents, and restricted cash, end of period (including discontinued operations) $ 35,547 $ 54,601
During the six months ended June 30, 2026, net cash provided by operating activities from continuing operations increased $18.9 million compared to the six months ended June 30, 2025, primarily due to timing of payments on outstanding property liabilities and increased portfolio net operating income.
During the six months ended June 30, 2026, net cash used in investing activities from continuing operations decreased $1.0 million compared to the six months ended June 30, 2025, primarily due to payments of a loan curtailment and tenant improvement allowance for our equity method investment, Harbor Point Parcel 3. Additionally, we funded our partner's share of the curtailment in the equity method investment, as well as a loan curtailment on behalf of our partner as a result of selling 1305 Dock Street, the multifamily portion of our Constellation mixed-use property.
During the six months ended June 30, 2026, net cash used in financing activities from continuing operations increased $411.3 million compared to the six months ended June 30, 2025, primarily due to net debt repayments for the six months ended June 30, 2026 increasing by $381.0 million compared to the same period in the prior year, as well as share repurchases of $33.2 million in the current year compared to none in the prior year.
During the six months ended June 30, 2026, net cash provided by operating activities from discontinued operations increased $15.1 million compared to the six months ended June 30, 2025, primarily due to volume of payments on outstanding construction liabilities, due to decreased contract activity and as a result of the disposition of the general contracting and real estate services business on April 30, 2026.
During the six months ended June 30, 2026, net cash provided by investing activities from discontinued operations increased $376.3 million compared to the six months ended June 30, 2025, primarily due to the First Closing of the Multifamily Portfolio Sale, the sale of two real estate financing investments, secured by Solis North Creek and Solis Peachtree Corners, and the redemption of the real estate financing investment secured by The Allure at Edinburgh.
During the six months ended June 30, 2026, net cash used in financing activities from discontinued operations increased $1.0 million compared to the six months ended June 30, 2025, primarily due to the curtailment payment made for the loan secured by The Everly.
Non-GAAP Financial Measures
We calculate FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts ("Nareit"). Nareit defines FFO as net income (loss) (calculated in accordance with GAAP), excluding depreciation and amortization related to consolidated and unconsolidated real estate, gains or losses from the sales of certain real estate assets, gains or losses from change in control, 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.
FFO is a supplemental non-GAAP financial measure. Management uses FFO as a supplemental performance measure
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because we believe that FFO is beneficial to investors as a starting point in measuring our operational performance. Specifically, in excluding real estate related depreciation and amortization and gains and losses from property dispositions, which do not relate to or are not indicative of operating performance, FFO provides a performance measure that, when compared period-over-period, captures trends in occupancy rates, rental rates, and operating costs.
However, because FFO excludes depreciation and amortization and captures neither the changes in the value of our properties that result from use or market conditions nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effects and could materially impact our results from operations, the utility of FFO as a measure of our performance is limited. In addition, other equity REITs may not calculate FFO in accordance with the Nareit definition as we do, and, accordingly, our calculation of FFO may not be comparable to such other REITs’ calculations of FFO. Accordingly, FFO should be considered only as a supplement to net income as a measure of our performance. FFO should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends or service indebtedness. Also, FFO should not be used as a supplement to or substitute for cash flow from operating activities computed in accordance with GAAP.
We also believe that the computation of FFO in accordance with Nareit’s definition includes certain items that are not indicative of the results provided by our operating property portfolio and affect the comparability of our period-over-period performance. Accordingly, management believes that FFO, As Adjusted is a more useful performance measure that excludes income or loss from discontinued operations related to general contracting and real estate services, multifamily, and real estate financing. Other equity REITs may not calculate FFO, As Adjusted in the same manner as we do, and, accordingly, our FFO, As Adjusted may not be comparable to such other REITs' FFO, As Adjusted.
The following table sets forth a reconciliation of FFO and FFO, As Adjusted for the three and six months ended June 30, 2026 and 2025 to net income, the most directly comparable GAAP measure:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
(in thousands, except per share and unit amounts)
Net (loss) income attributable to common stockholders and OP Unitholders $ (24,165) $ 3,907 $ (57,456) $ (3,320)
Depreciation and amortization, net(1) 19,924 21,979 44,584 46,379
Gain on consolidation of real estate entities — (6,915) — (6,915)
Gain on operating real estate dispositions, net(2) (16,617) — (16,617) —
Impairment of real estate assets(3) 36,263 — 65,492 —
FFO attributable to common stockholders and OP Unitholders 15,405 18,971 36,003 36,144
FFO attributable to general contracting and real estate services 3,081 (149) 3,650 (1,764)
FFO attributable to multifamily 463 (3,185) (2,942) (2,386)
FFO attributable to real estate financing (4,895) (1,817) (7,547) (3,610)
FFO, As Adjusted available to common stockholders and OP Unitholders $ 14,054 $ 13,820 $ 29,164 $ 28,384
Net (loss) income attributable to common stockholders and OP Unitholders per diluted share and unit $ (0.25) $ 0.04 $ (0.57) $ (0.03)
FFO attributable to common stockholders and OP Unitholders per diluted share and unit $ 0.16 $ 0.19 $ 0.36 $ 0.35
FFO, As Adjusted attributable to common stockholders and OP Unitholders per diluted share and unit $ 0.14 $ 0.14 $ 0.29 $ 0.28
Weighted-average common shares and units - diluted 98,009 102,286 100,007 101,930
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(1) The adjustment for depreciation and amortization includes the Company's share of depreciation and amortization attributable to unconsolidated investments. It also excludes amortization of above and below-market ground lease assets. The adjustment for depreciation and amortization for the three and six months ended June 30, 2026 excludes $0.2 million and $0.4 million, respectively, of depreciation attributable to our partners. The adjustment for depreciation and amortization for the three and six months ended June 30, 2025 excludes $0.3 million and $0.6 million, respectively, of depreciation attributable to our partners.
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(2) The adjustment for gain on operating real estate dispositions for the six months ended June 30, 2026 excludes $0.2 million for the loss on the disposition of a non-operating parcel of undeveloped land under predevelopment. The adjustment for gain on operating real estate dispositions for the three and six months ended June 30, 2026 includes the $2.2 million loss on disposition of the general contracting and real estate services business.
(3) Impairment recognized for the three months ended June 30, 2026 represents impairment of the multifamily properties Greenside Apartments, Solis Gainesville II, and The Everly, notes receivable secured by the Solis Kennesaw real estate financing investments, and development projects that management has determined are no longer probably of execution and no longer intends to pursue development of the projects. Impairment recognized for the six months ended June 30, 2026 represents impairment of notes receivable secured by the Solis North Creek, Solis Peachtree Corners, and Solis Kennesaw real estate financing investments.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements that have been prepared in accordance with GAAP. The preparation of these financial statements requires us to exercise our best judgment in making estimates that affect the reported amounts of assets, liabilities, revenues, and expenses. We base our estimates on historical experience and other assumptions that we believe to be reasonable under the circumstances. We evaluate our estimates on an ongoing basis, based upon then-currently available information. Actual results could differ from these estimates. We discuss the accounting policies and estimates that are most critical to understanding our reported financial results in our Annual Report on Form 10-K for the year ended December 31, 2025.