AKR 10-K & 10-Q changes, risk factors and insider trading

Certain of our properties are supported by “anchor” tenants. Anchor tenants pay a significant portion of total rents at a property and contribute to the success of other tenants by drawing large numbers of customers to a property. Vacated anchor space not only directly reduces rental revenues, but, if not re-tenanted with a tenant with comparable consumer attraction, could adversely affect the rest of the property primarily through the loss of customer-drawing power. This can also occur through the exercise of the right that most anchor tenants have to vacate and prevent re-tenanting by paying rent for the balance of the lease term, a practice known as “going dark”, such as the case of the departure of a “shadow” anchor tenant that is owned by another landlord. In addition, if certain anchor tenants cease to occupy a property, such action could trigger certain contractual rights for a significant number of other tenants to terminate their leases, or pay a reduced rent based on a percentage of the tenant’s sales at the affected property, which could adversely affect the future incomerevenue from such property. Such rights are also known as “co-tenancy” conditions. Although it may not directly reduce our rental revenues, and there are no contractual co-tenancy conditions, vacant retail space adjacent to, or even on the same block as our street and urban properties may similarly affect shopper traffic and re-tenanting activities at our properties. See Item 2. Properties—Major Tenants.

HistoricallyHistorically, and from time to time, certain of our tenants experienced financial difficulties and filed for bankruptcy protection, typically under Chapter 11 of the United States Bankruptcy Code. Pursuant to bankruptcy law, tenants have the right to reject some or all of their leases. In the event a tenant exercises this right, the landlord generally has the right to file a claim for lost rent equal to the greater of either one year’s rent (including tenant expense reimbursements) for remaining terms greater than one year, or 15% of the rent remaining under the balance of the lease term, but not to exceed three years rent. Actual amounts to be received in satisfaction of those claims will be subject to the tenant’s final bankruptcy plan and the availability of funds to pay its creditors. There can be no assurance that our major tenants will not declare bankruptcy, in which case we may be unable to recoup past and future rent in full, or re-lease a terminated or rejected space on comparable terms or at all.

Upon the expiration of current leases for space located in our properties, we may not be able to re-let all or a portion of that space, or the terms of re-letting (including the cost of concessions to tenants) may be less favorable to us than current lease terms. If we are unable to promptly re-let all or a substantial portion of the space located in our properties or if the rental rates we receive upon re-letting are significantly lower than current rates, our net income and ability to make expected distributions to our shareholders will be adversely affected due to the resulting reduction in revenues. There can be no assurance that we will be able to retain tenants in any of our properties upon the expiration of their leases. See Item 2. Properties—Lease Expirations for additional information regarding the scheduled lease expirations in our portfolio. InAlthough addition, currentoverall inflation levelshas aremoderated, greaterthere thanwere periods during 2025 when inflation exceeded the contractual rent increases weprovided obtainfor fromin many of our tenantleases. base. As a result,To the Companyextent couldinflation experienceoutpaces these contractual rent escalations, we may face pricing pressure on rents that it is able to charge tofor new or renewing tenants, suchwhich thatcould adversely affect future rents and rent spreads could be negatively impacted.spreads.

The use of the Internet by retail consumers continuesremains to gain in popularitypopular and the migration toward e-commerce is expected to continue. The increase in Internet sales could result in a downturn in the business of our current tenants in their “brick and mortar” locations, adversely impacting their ability to satisfy their rent obligations and potentially affecting the way future tenants lease space.

Many of our real estate costs are fixed, even if incomerevenue from our properties decreases, which would cause a decrease in net income.

Our financial results depend primarily on leasing space at our properties to tenants on terms favorable to us. Costs associated with real estate investment, such as real estate taxes, insurance, and maintenance costs, generally are not reduced even when a property is not fully occupied, rental rates decrease, or other circumstances cause a reduction in incomerevenue from the property. As a result, cash flow from the operations of our properties may be reduced if a tenant does not pay its rent or we are unable to fully lease our properties on favorable terms. Additionally, properties that we develop or redevelop may not produce any significant revenue immediately, and the cash flow from existing operations may be insufficient to pay the operating expenses and debt service associated with such projects until they are fully occupied.

Our performance depends on the economic conditions in markets where our properties are geographically concentrated. We have significant exposure to the greater New York and Chicago metropolitan regions, from which we derive 44.0%44.8% and 17.3%18.4% of the annual base rents within our CoreREIT Portfolio, respectively. In addition, Investment Management derives 21.8%,34.8%, 22.0%31.8%, and 32.7%17.1%, of its annual base rents from the Northeast,Southeast, SoutheastNew York, and New YorkNortheast metropolitan regions of the United States, respectively. Our operating results could be adversely affected if market conditions, such as an oversupply of space or a reduction in demand for real estate, occur in these areas.

There can be no assurance that our joint ventures will continue to operate profitably and thus provide additional Promote (as defined below) income in the future. These factors could limit the return that we receive from such investments or cause our cash flows to be lower than our estimates. In addition, a partner or co-venturer may not have access to sufficient capital to satisfy its funding obligations to the joint venture.

We may not be able to recover our investments in marketableother securitiesretail or otheroperations investments, which may result in significant losses to us.

The economic performance and value of our other retail operations investments, which we do not control, are subject to risks associated with owning and operating retail businesses, as outlined in our other risk factors provided herein. Adverse operating results, changes in market conditions, or other factors affecting these businesses may reduce the value of our investments and limit our ability to recover our invested capital. A decline in the value of our otherthese investments may require us to recognizerecord an other-than-temporary impairment (“OTTI”)charge. against such assets. WhenIf the estimated fair value of an investment is determined to be less than its amortizedcarrying costvalue at the balance sheet date, we assess whetherand the decline is temporarydetermined orto other-than-temporary.be Ifother than temporary, we intend to sell an impaired asset, or it is more likely than not that we will beare required to sell the impaired asset before any anticipated recovery, then we must recognize an OTTIimpairment throughloss chargesin toearnings. earnings equal to the entire difference between the asset’s amortized cost and itsOur fair value atestimates theinvolve balancesignificant sheet date. When an OTTI is recognized through earnings, a new cost basis is established for the asset,judgment and theassumptions newbased coston basismarket conditions that may not ultimately be adjusted through earnings for subsequent recoveries in fair value.realized.

Epidemics, pandemics, or other public health crises,crises that impact economic and market conditions, particularly in the markets where our properties are located, and preventative measures taken to alleviate their impact, may have a material adverse effect on our and our tenants’ businesses, financial condition, results of operations, liquidity, and ability to access capital markets and satisfy debt service obligations.

Our earnings growth strategy is based on the acquisition and development of additional properties, including acquisitions of CoreREIT Portfolio properties through our Operating Partnership and our high return investment programs through Investment Management. The consummation of any future acquisitions will be subject to satisfactory completion of our extensive valuation analysis and due diligence review and to the negotiation of definitive documentation. We cannot be sure that we will be able to implement our strategy because we may have difficulty finding new properties, obtaining necessary entitlements, negotiating with new or existing tenants or securing acceptable financing.

Our success depends on the contribution of key management members. The loss of the services of Kenneth F. Bernstein, President and Chief Executive Officer,Officer (“CEO”), or other key executive-level employees could have a material adverse effect on our business, financial condition, and results of operations. Management continues to strengthen our team and we have CEO succession planning in place, as well as an emergency transition plan, but there can be no assurance that such planning will be capable of implementation or that our efforts will be successful. We have obtained key-man life insurance for Mr. Bernstein. In addition, we have entered into an employment agreement with Mr. Bernstein and into severance agreements with other senior executives; however, Mr. Bernstein and such executives may terminate their employment with us at will.

Our Board is authorized by our Declaration of Trust to establish and issue one or more series of preferred shares of beneficial interest without shareholder approval. We have not established any series of preferred shares other than the Series A and Series C Preferred OP Units in the Operating Partnership. However, the establishment and issuance of a class or series of preferred shares could make a change of control of the Company, including one that could be in the best interests of our shareholders more difficult. In addition, we have entered into an employment agreement with our Chief Executive OfficerCEO and severance agreements with certain of our executives, which provide that, upon the occurrence of a change in control of us and either the termination of their employment without “cause” or their resignation for “good reason” (each, as defined in the respective agreement), such executive officers would be entitled to certain termination or severance payments made by us (which may include a lump sum payment equal to defined percentages of annual salary and prior years’ average bonuses, paid in accordance with the terms and conditions of the respective agreement), which could deter a change of control of us that could be in the best interests of our shareholders generally.

At December 31, 2024,2025, we had investments through our Investment Management platform in co-investment ventures. There can be no assurance that we will be able to form new co-investment ventures, or attract third-party investment or that additional investments in new or existing ventures to develop, redevelop or acquire properties will be successful. Further, there can be no assurance that we are able to realize value from our existing or future investments. The same factors that impact the valuation of our CoreREIT Portfolio also impact the portfolios held by the Investment Management platform and could result in other than temporary impairment of our investment and a reduction in fee revenues.

our relationships with our partners are generally contractual in nature and may include the right to trigger a buy-sell, put right or forced sale arrangement, which could cause us to sell our interest, or acquire our partner’s interest, or to sell the underlying asset, at a time when we otherwise would not have initiated such a transaction, without our consent or on unfavorable terms; and disputes between us and our partners may result in litigation or arbitration that would increase our expenses and prevent our officers and directorstrustees from focusing their time and effort on our business and result in subjecting the properties owned by the applicable co-investment venture to additional risk.

We believe that we have consistently met the requirements for qualification as a REIT for federal income tax purposes beginning with our taxable year ended December 31, 1993, and we intend to continue to meet these requirements in the future. However, qualification as a REIT involves the application of highly technical and complex provisions of the Code, for which there may be only limited judicial or administrative interpretations. No assurance can be given that we have qualified or will remain qualified as a REIT. The Code provisions and income tax regulations applicable to REITs differ significantly from those applicable to other entities. The determination of various factual matters and circumstances not entirely within our control can potentially affect our ability to continue to qualify as a REIT. In addition, no assurance can be given that future legislation, regulations, administrative interpretations, or court decisions will not significantly change the requirements for qualification as a REIT or adversely affect the Federal income tax consequences of such qualification. Under current law, if we fail to qualify as a REIT, and do not qualify for any statutory relief provisions, we would not be allowed a deduction for dividends paid to shareholders in computing our net taxable income. In addition, our income would be subject to U.S. federal income tax, including any applicable alternative minimum tax, on our taxable income at the regular corporate rates and we could be subject to the one-percent excise tax on share repurchases imposed pursuant to Section 4501(a) of the Code. Also, we could be disqualified from treatment as a REIT for the four taxable years following the year during which qualification was lost.lost, unless we were entitled to relief under applicable statutory provisions. Cash available for distribution to our shareholders would be significantly reduced for each year in which we do not qualify as a REIT. In that event, we would not be required to continue to make distributions. Although we currently intend to continue to qualify as a REIT, it is possible that future economic, market, legal, tax or other considerations may cause us, without the consent of our shareholders, to revoke the REIT election or to otherwise take action that would result in disqualification.

Certain qualified dividends paid by corporations to individuals, trusts and estates that are U.S. shareholders are taxed at capital gain rates, which are lower than ordinary income rates. Dividends of current and accumulated earnings and profits payable by REITs, however, are taxed at ordinary income rates as opposed to the capital gain rates. Pursuant to section 199A of the Code, from 2018 through 2025, certain REIT shareholders will be permitted to deduct 20% of ordinary REIT dividends received. Dividends payable by REITs in excess of these earnings and profits generally are treated as a non-taxable reduction of the shareholders’ basis in the shares to the extent thereof and thereafter as taxable gain. The more favorable rates applicable to regular corporate dividends could cause investors who are individuals, trusts, and estates to perceive investments in REITs, including us, to be relatively less attractive than investments in the stock of non-REIT corporations that pay dividends, which may negatively impact the trading prices of our securities.

The year ended December 31, 20242025 wascontinued impactedto be affected by significant volatility in global markets, largely driven by risingpersistent inflationinflationary pressures, heightened policy and interesttrade rates,uncertainty, slowingand economic growth,ongoing geopolitical uncertaintytension and conflicts (including as a result of the armed conflict between Russia and Ukraine, and recentcontinued escalationinstability in the conflict between the State of Israel and Hamas, and amongst other conflicts inacross the Middle East). These ongoing and Northevolving Africa), supply-chain disruptionsgeopolitical and instabilityeconomic conditions may continue to create volatility in the bankingfinancial sectormarkets, followingdisrupt multiplesupply bankchains, failures.and adversely affect business and consumer confidence. We cannot predict how current political and economic uncertainty will affect our critical tenants, joint venture partners, lenders, financial institutions, and general economic conditions, including theconsumer health and confidence of the consumer and the volatility of the stock market.market volatility.

In recent periods, central banks have responded to rapidly rising inflation by tightening monetary policies, which could create headwinds to economic growth. Though the Federal Reserve began to decreasedecreased interest rates in the latter half of 2024,2025, the rate hikes they enacted in 2022 andthrough 2023the first half of 2024 have had a significant impact on interest rate indexes, such as SOFR and the Prime Rate. See “Risks Related to Our Liquidity and Indebtedness”. We believe we manage our properties in a cost-conscious manner to minimize recurring operational expenses and utilize multi-year contracts to alleviate the impact of inflation on our business and our tenants. Most of our leases require tenants to pay their share of operating expenses, including common area maintenance, real estate taxes and insurance, thereby reducing our exposure to increases in costs and operating expenses resulting from inflation. While these provisions are designed to partially mitigate the impact of inflation, current inflation levelslevels, arealthough greatermoderating, thanmay thestill exceed contractual rent increases we are able obtain from our tenant base. IncreasedInflationary inflationpressures, couldeven at reduced levels, may also have an adverse effect on consumer spending, which could impact our tenants’ sales and, in turn, our average rents, and in some cases, our percentage rents, where applicable. In addition, renewals of leases or future leases may not be negotiated on current terms, in which event we may recover a smaller percentage of our operating expenses.

There are numerous commercial developers, real estate companies, financial institutions, and other investors that compete with us in seeking properties for acquisition and attracting tenants who will lease from us. Our competitors include other REITs, financial institutions, private funds, insurance companies, pension funds, private companies, family offices, sovereign wealth funds and individuals. In some cases, these entities may have, or may have access to, greater financial resources than the Company. This competition may result in a higher cost for properties than we wish to pay or lower rents than we wish to collect. In addition, retailers at our properties (both in our CoreREIT Portfolio and in the portfolios of the Investment Management portfolio) face increasing competition from outlet malls, discount shopping clubs, e-commerce, direct mail, and telemarketing, which could (i) reduce rents payable to us and (ii) reduce our ability to attract and retain tenants at our properties leading to increased vacancy rates at our properties.

We rely on information technologyIT networks and systems, some of which are owned and operated by third parties, to process, transmit and store electronic information. Any of these systems may be susceptible to outages due to fire, floods, power loss, telecommunications failures, terrorist or cyber-attacks and similar events. Despite the implementation of network security measures, our systems and those of third parties on which we rely may also be vulnerable to computer viruses and similar disruptions. If we or the third parties on whom we rely are unable to prevent such outages and breaches, our operations could be disrupted.

Cyber incidents can result from deliberate attacks or unintentional events. In recent years, there have been an increased number of significant cyber-attacks targeted at the retail, insurance, financial and banking industries that include, but are not limited to, gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data or causing operational disruption. Cyber-attacks may also be carried out in a manner that does not require gaining unauthorized access, such as by causing denial-of-service attacks on websites. Cyber-attacks by third parties or insiders utilize techniques that range from highly sophisticated efforts to electronically circumvent network security or overwhelm a website to more traditional intelligence gathering, and social engineering aimed at obtaining information necessary to gain access. The increasing availability and rapid evolution of AI tools may further enhance the sophistication, automation and effectiveness of these techniques, including by enabling more convincing phishing and impersonation, accelerating vulnerability discovery and exploitation and facilitating attacks at greater scale.

Our failure, or perceived failure, to meet the goals and objectives we set in any corporate responsibility disclosure within the timelines announced or at all, or the expectations of our various stakeholders could negatively impact our reputation, tenant and employee retention, and access to capital. Additionally, we could incur additional costs relating to implementing, monitoring and reporting various corporate responsibility practices and initiatives, as well as complying with applicable laws, some of which could require an increase in corporate responsibility-related activities and others of which could require the opposite. Compliance with seemingly conflicting requirements could place a strain on our personnel, systems and resources.

As of December 31, 2024,2025, therewe wereowned 210or held an ownership interest in 228 properties (through our REIT Portfolio and Investment Management platform, including properties in development or redevelopment), which we own or have an ownership interest in, within our Core Portfolio and Investment Management. Our Core Portfolio consists of those properties either 100% owned, or partially owned through joint venture interests by the Operating Partnership, or subsidiaries thereof, not including those properties owned through Investment Management.redevelopment. These properties primarily consist of street and urban retail, and suburban shopping centers.centers Seelocated Itemin 2.high-barrier Propertiesto forentry, supply-constrained markets. For a detailed summary of our wholly-ownedwholly owned and partially-ownedpartially retailowned properties and their physical occupanciesoccupancy atas of December 31, 2024.2025, see Item 2. Properties.

SIGNIFICANT DEVELOPMENTSACTIVITIES DURING THE year ended December 31, 20242025 AND SUBSEQUENT EVENTS

Investment Management (“IM”): Through its investmentInvestment managementManagement platform, the Company manages opportunistic and value-add retail real estate investments alongside institutional partners through its strategic opportunity funds (Fund II, Fund III, Fund IV, and Fund V) and select co-investment ventures. While Fund III, Fund IV and Fund V currently include institutional partner capital, Fund II is presently wholly owned by the Company and is being managed within the IM platform, with the potential for future third-party capital participation. From time to time, assets previously held in the Company’s strategic opportunity funds may be recapitalized or transitioned into new joint ventures with third-party partners as part of the portfolio lifecycle, while the Company retains an ownership interest and continues its role as operator and manager. The Company earns management fees and, in certain cases, incentive-based performance fees.

All of the Company’s assets are held by, and all of its operations are conducted through, Acadia Realty Limited Partnership (the “Operating Partnership”) and its subsidiaries. As of MarchJune 31,30, 2026, the Trust controlled approximately 96% of the Operating Partnership as its sole general partner.

As of MarchJune 31,30, 2026, the Company owned or had an ownership interest in 231 properties, including development or redevelopment projects (Note 1). The Company’s operating income is primarily derived from rental revenues from operating properties, including tenant expense recoveries, net of property operating and corporate overhead expenses.

The following table summarizes the Company’s wholly owned and partially owned retail properties and related physical occupancy as of MarchJune 31,30, 2026:

SIGNIFICANT ACTIVITIES DURING 2026 AND SUBSEQUENT EVENTS

During the firstsix quartermonths ofended June 30, 2026, the Company completed a number of transactions across its REIT Portfolio and Investment Management segments reflecting continued portfolio growth and deepening of relationships with key institutional partners.

Within the REIT Portfolio, the Company continued to selectively deploy capital into retail assets located in established, high-barrier markets. During thesix quarter,months ended June 30, 2026, the Company completed consolidated acquisitions totaling approximately $78.7$198.4 million, including:

These acquisitions were integrated into the Company’s existing REIT Portfolio and are consolidated.consolidated (Note 2).

During the firstsix quartermonths ofended June 30, 2026, the Company completed several transactions through its Investment Management segment, consisting of equity investments in unconsolidated joint ventures and recapitalizations of existing assets (Note 2, Note 4).

During the firstsix quartermonths ofended June 30, 2026, the Company completed consolidated property dispositions within its Investment Management platform totaling approximately $104.6$128.1 million, including the sale of Landstown Commons for $102.0 million andmillion, the sale of 1964 Union Street for $2.6 million and the sale of New Towne Center for $23.5 million (Note 2).

On April 17, 2026, the Companywe entered into the Fourth Amended and Restated Credit Facility, which extended the maturity of our $525.0 million revolving credit facility (the size of which remained unchanged) from April 15, 2028 to April 17, 2030 (subject to two six-month extension options), increased our existing $400.0 million term loan to $512.5 million and extended its maturity from April 15, 2028 to April 17, 2031, and provided for a new $137.5 million term loan maturing April 17, 2031. The existing $250.0 million term loan maturing May 29, 2030 remained unchanged. The Fourth Amended and Restated Credit Facility also includes an accordion feature permitting the Operating Partnership, at its option and subject to customary conditions, to increase total capacity to up to $2.0 billion. We believe the refinancing extended our weighted average debt maturity and enhanced our liquidity position.position (Note 7).

InDuring Marchthe six months ended June 30, 2026, we settled 2,445,1066,209,562 outstanding forward shares under the Company’s $500.0 million “at-the-market” program (the “ATM Program”) and received proceeds of $128.0 million. This included settlements of $55.9 million,million whichin March and $72.1 million in June. Proceeds were used to reduce outstanding borrowings and fund investment activity.activity (Note 10).

Comparison of Results for the Three Months Ended MarchJune 31,30, 2026 to the Three Months Ended MarchJune 31,30, 2025

The results of operations by reportable segment for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025 are summarized in the table below (in millions, totals may not add due to rounding):

Segment netNet income attributable to Acadia shareholders for ourthe REIT Portfolio decreasedincreased $0.5$1.9 million for the three months ended March 31, 2026 compared to the prior year period as a result of the changes further described below.period.

Interest expense for our REIT Portfolio increased $2.9$2.5 million for the three months ended March 31, 2026 compared to the prior year periodmillion, primarily due to higher average outstanding borrowings inassociated 2026with toacquisitions partiallycompleted fundduring investment2025 activity.and 2026.

Segment netNet income attributable to Acadia shareholders for Investment Management increased $34.1$7.5 million for the three months ended March 31, 2026 compared to the prior year period as a result of the changes described below.period.

Other revenues for Investment Managementrevenue increased $2.7$1.5 million forprimarily the three months ended March 31, 2026 compareddue to the prior year period primarily reflecting higher fee income from new Investment Management acquisitions incompleted during 2025 and 2026.

InterestDepreciation expenseand foramortization, Investmentproperty Managementoperating expenses and real estate taxes decreased $4.2$5.6 millionmillion, for$1.8 themillion, threeand months$1.8 endedmillion, March 31, 2026 compared to the prior year periodrespectively, primarily due to the Fund V recapitalization and the disposition of Landstown Commons in 2026.

Net income attributable to noncontrolling interests for Investment Management increased $119.5$33.3 million for the three months ended March 31, 2026 compared to the prior year period based onreflecting the noncontrolling interests’interests' share of the variances discussed above. Net income attributable to noncontrolling interests in Investment Management includes asset management fees earned by the Company of $2.0$1.7 million for the three months ended MarchJune 31,30, 20262026, compared to $2.3$2.4 million for the prior year period.