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

Our performance and asset value are subject to risks associated with our properties and with the real estate industry. Real estate investments are subject to various risks and fluctuations in value and demand, many of which are beyond our control. Our performance and the value of our real estate assets may decline due to conditions in the general economy and the real estate industry, which could adversely affect our financial position, results of operations, cash flows or ability to make expected distributions to our shareholders. These conditionsconditions, include, but are not limited to:

>•downturns in national, regional and local economic environments, including increases in the unemployment rate and inflation or deflation;

>•competition from other properties;

>•deteriorating local real estate market conditions, such as oversupply, reduction in demand and decreasing rental rates;

>•declining real estate valuations;

>•adverse developments concerning our tenants, which could affect our ability to collect rents and execute lease renewals;

>•increasing operating costs, including real estate taxes, utilities, insurance and other expenses, some of which we may not be able to passrecover through tofrom tenants;

>•increasing vacancies and the need to periodically repair, renovate and re-lease space;

>•trends in office real estate that may adversely affect future demand, including remote work and flexible work arrangements, open workspaces and coworking spaces;

>•increasing interest rates and unavailability of financing on acceptable terms or at all;

>•unavailability of financing for potential purchasers of our properties;

>potential •impact of prolonged government shutdowns or budgetary reductions or impasses, such as a reduction of rental revenues, non-renewal of leases and/or reduced or delayed demand for additional space by existing or new tenants;

>•potential additional costs, such as capital improvements, fees and penalties, associated with environmental laws and regulations;

>•adverse changes from other government actions and initiatives, such as changes in taxation, zoning laws or other regulations;

>•potential inability to secure adequate insurance;

>•adverse consequences resulting from civil disturbances, natural disasters, terrorist acts or acts of war; and >adverse consequences resulting from climate-related risks.

Our business may be affected by adverse economic conditions. Our business may be affected by adverse economic conditions in the United States, real estate industry as a whole or local markets in which our properties are located, including the impact of high unemployment, inflation or deflation, constrained credit and shortages of goods or services. Such conditions could potentially be triggered by geopolitical or other world events. Adverse economic conditions could increase the likelihood of tenants encountering financial difficulties, including bankruptcy, insolvency or general downturn of business, and as a result could increase the likelihood of tenants defaulting on their lease obligations to us. Such conditions could also decrease our likelihood of successfully renewing tenants at favorable terms or at all or leasing vacant space in existing properties or newly-developed properties. In addition, such conditions could disrupt the operations or profitability of our business or increase the levelrisk of risk that we mayus not bebeing able to obtain new financing for development activities, refinancing of existing debt, acquisitions or other capital requirements at reasonable terms, if at all, or to execute dispositions of our properties on a satisfactory time frame or on satisfactory terms, if at all.

Most of our leases with the USG provide for one-year terms, with a series of one-year renewal options. The USG may terminate its leases if, among other reasons, the United States Congress fails to provide funding. We would be harmed if any of our largest tenants fail to make rental payments to us over an extended period of time, including as a result of a prolonged government shutdown, or if the USG elects to terminate some or all of its leases and the space cannot be re-leased on satisfactory terms. For the 43-day long government shutdown in 2025, the most significant effect on us was that it delayed our ability to progress, or finalize, leasing activities, but our existing USG leases remained in effect and most rent payments continued to occur in a timely manner.

As of December 31, 2024,2025, 90.3% of our ARR was from our Defense/IT Portfolio. A temporary or permanent reduction in government spending targeting the activities of the USG or its contractors in this portfolio’s demand drivers could adversely affect our tenants’ ability to fulfill lease obligations, renew leases or enter into new leases and limit our future growth from properties whose demand rely on such activities. In addition, uncertaintyUncertainty regarding the potential foramount of future government spending for such activities could also decrease or delay leasing activity from existing or new tenants engaged in these activities. Our Defense/IT Portfolio growth could be adversely affected by USG decisions to own properties rather than lease them from us, which could affect our ability to renew existing leases or enter into new ones with it, or could prompt it to elect to acquire existing properties from us in exchange for just compensation. In addition, to the extent that the USG enacts changes to its secured-space requirements over time, certain of our secured-space properties not meeting new requirements could become less attractive to existing or prospective tenants, or we may need to incur additional capital investments for these properties to meet such requirements in order to retain existing tenants or attract new ones.

Our future ability to fuel growth through data center shell development may be adversely affected should we suffer a loss of future development opportunities with our data center shell customer or are unable to locate suitable developable land. Data center shells have been a growth driver for our Defense/IT Locations strategy.strategy, Sinceincluding 2013,the we have developed 3133 data center shells in Northern Virginia totaling 5.96.3 million square feet that we developed for a Fortune 100 Company cloud computing customer, andwhose wetotal hadleased anspace additionalfrom twous under development totaling 418,000 square feetaccounted for that11.3% tenantof our ARR as of December 31, 2024.2025. Historically, these properties have also garnered the interest of outside investors, enabling us to raise capital by selling ownership interests through joint venture structures at favorable profit margins, and to apply the proceeds towards other development opportunities. Our ability to continue to use data center shell development as a growth driver and possible future source of capital may be limited if our cloud computing customer no longer chooses to allocate development opportunities to us or if we are unable to acquire suitable land for development.

We may suffer economic harm in the event of a decline in the real estate market or general economic conditions in the Mid-Atlantic region, particularly in the Greater Washington, DC/Baltimore region, or in particular business parks. Most of our properties are located in the Mid-Atlantic region of the United States, particularly in the Greater Washington, DC/Baltimore region. Many of our properties are also concentrated in business parks in which we own most of the properties. Consequently,As a result, our portfolio of properties is not broadly distributed geographically. As a result, we could be harmed by a decline in the real estate market or general economic conditions in the Mid-Atlantic region, the Greater Washington, DC/Baltimore region or markets, submarkets or business parks in which our properties are located. While the Greater Washington, DC/Baltimore region’s economy in 2025 was adversely affected by the federal government’s spending reduction initiatives, workforce reductions and 43-day long government shutdown, we have not to date been significantly affected by these government activities and resulting regional economic effects due primarily to the unique demand associated with our Defense/IT Portfolio, which, we believe, is less susceptible to the effects of overall economic conditions than typical office properties.

We may be adversely affected by trends in the office real estate industry. Certain businesses have implemented remote work and flexible work arrangements (although some businesses have subsequently curtailed such arrangements) and/or utilized open workspaces and coworking spaces. These practices could enable businesses to reduce their office space requirements. A continuation or acceleration of these trends could erode demand for commercial office space and, in turn, place downward pressure on occupancy, rental rates and property valuations. These trends have not significantly affected us to date due to our high concentration of Defense/IT Portfolio properties, which have a higher preponderance of tenants who require their employees to work in the properties for security purposes.

We may not be able to compete successfully with other entities that operate in our industry. The commercial real estate market is highly competitive. Numerous commercial properties compete with our properties for tenants; some of the properties competing with ours may be newernewer, better equipped to meet tenant needs or in more desirable locations, or the competing properties’ owners may be willing to accept lower rates than are acceptable to us. In addition, we compete for the acquisition of land and commercial properties with many entities, including other publicly-traded REITs and large private equity-backed entities and funds; competitors for such acquisitions may have substantially greater financial resources than ours, or may be willing to accept lower returns on their investments or incur higher leverage.

We may be unable to successfully execute our plans to develop additional properties. Although the majority of our investments are in operating properties, we also develop and redevelop properties, including some that are not fully pre-leased. When we develop or redevelop properties, we assume a number of risks, including, but not limited to, the risk of: actual costs exceeding our budgets; conditions or events occurring that delay or preclude our ability to complete the project as originally planned or at all; projected leasing not occurring as expected or at all, or occurring at lower than expected rental rates; and not being able to fund property development activities. Inflation and, to a lesser extent, supply chain disruptions, including such conditions triggered by geopolitical or other world events, could negatively impact our development activities; continually escalating development costs would require us to commensurately escalate rents on development properties, which may affect demand for space in such properties.

We may suffer adverse effects from acquisitions of commercial real estate properties. We may pursue acquisitions of existing commercial real estate properties as part of our propertyexternal investmentgrowth strategy. Acquisitions of commercial properties entail risks, such as the risk that we may not be in a position, or have the opportunity in the future, to make suitable property acquisitions on advantageous terms and/or that such acquisitions fail to perform as expected.

We may be adversely affected by the impact of climate-related risks. We may be adversely affected by extreme weather events, such as heavy rainstorms,storms, hurricanes, floods and tornadoes, which could result in significant property damage and make it more difficult for us to obtain affordable insurance coverage in the future. Longer term, we could also face the potential for more frequent or destructive severe weather events and shifts in temperature and precipitation amounts. Such events could adversely affect our properties in a number of ways, including, but not limited to: declining demand for space; our ability to operate them effectively and profitably; their valuations; and our ability to sell them or use them as collateral for future debt.

We may be adversely affected by legislation and regulatory changes relating to combating climate change. We may be adversely affected by legislation and regulatory changes aimed at combating climate change. For example, the State of Maryland enacted legislation that will subject our properties in the state (approximately half of our operating portfolio atas of year end) to future energy performance standards (with potential monetary penalties for failing to meet such standards), building code changes and other requirements. In order to meet these performance standards and other requirements, we expect that we will need to make additional investments in building systems for new and existing properties. Other jurisdictions in which our properties are located have also either enacted similar legislation or are considering doing so in the future. We believe that our future additional capital investments and potential fees and penalties resulting from the State of Maryland legislation, and other similar federal, state or local laws or regulations in the future, could potentially be substantial and may not be recoverable from our tenants. Other risks and uncertainties we may encounter as a result of such laws or regulations include, but are not limited to, limited availability of equipment, contractors and services required to complete the resulting capital improvements and potential future effects of increased electrification requirements, such as increased electricity rates and power grid constraints.

We are dependent on external sources of capital for growth.growth and other business purposes. Because COPT Defense is a REIT, it must distribute at least 90% of its annual taxable income to its shareholders. This requirement may limit the extent to which we are able to fund our investment activities using retained cash flow from operations. Therefore, our ability to fund much of these activities is dependent on our ability to externally generate capital through issuances of new debt, common shares, preferred shares, common or preferred units in CDPLP or sales of interests in properties. These capital sources may not be available to us on favorable terms or at all. Moreover, additionaldue to the difference in time between when we receive revenue and pay expenses and when we report such items for distribution purposes, it is possible that we may need to borrow funds for COPT Defense to meet the 90% distribution requirement. Additional debt financing may substantially increase our leverage and subject us to covenants that restrict management’s flexibility in directing our operations. Our inability to obtain capital when needed could have a material adverse effect on our ability to expand our business and fund other cash requirements.

We often use our primary revolving credit facility (the “Revolving Credit Facility”) and a separate facility that we use for funding development activities (the “Revolving Development Facility”) to initially financefund much of our investing activities and certain financing activities. Our lenders under thisthese and other facilities could, for financial hardship or other reasons, fail to honor their commitments to fund our requests for borrowings under these facilities. If lenders default under these facilities by not being able or willing to fund a borrowing request, it would adversely affect our ability to access borrowing capacity under these facilities.

We may suffer adverse effects as a result of the indebtedness that we carry and the terms and covenants that relate to this debt. As of December 31, 2024,2025, we had $2.4$2.8 billion in debt with future maturities as set forth in Note 8 to our consolidated financial statements. Payments of principal and interest on our debt may leave us with insufficient cash to operate our properties or pay distributions to COPT Defense’s shareholders required to maintain COPT Defense’s qualification as a REIT. We are also subject to the risks that:

>•we may not be able to refinance our existing indebtedness, or may only be able to do so on terms that are less favorable to us than the terms of our existing indebtedness;

>•in the event ofthat ourwe default under the terms of our Revolving Credit Facility and Revolving Development Facility, CDPLP could be restricted from making cash distributions to COPT Defense unless such distributions are required to maintain COPT Defense’s qualification as a REIT, which could result in reduced distributions to our equityholders or the need for us to incur additional debt to fund such distributions; and >if we are unable to pay our debt service on time or are unable to comply with restrictive financial covenants for certain of our debt, our lenders could foreclose on our properties securing such debt.

A downgrade in our credit ratings would materially adversely affect our business and financial condition. OurThe three major rating agencies currently rate our Senior Notes are currently ratedas investment grade, with either stable or positive outlooks, by the three major rating agencies.outlooks. These credit ratings are subject to ongoing evaluation by the credit rating agencies and can change. Any downgrades of our ratings or a negative outlook by the credit rating agencies would have a materially adverse impact on our cost and availability of capital and also could have a materially adverse effect on the market price of our common shares. In addition, since the variable interest rate spread and facility fees on certain of our debt, including our Revolving Credit Facility, Revolving Development Facility and a term loan facility, is determined based on our credit ratings, a downgrade in our credit ratings would increase the payments required on such debt.

>•market perception of REITs in general and office REITs in particular;

>•market perception regarding our major tenants and property concentrations;

>•the level of institutional investor interest in us;

>•general economic and business conditions;

>•prevailing interest rates;

>•our financial performance;

>•our underlying asset value;

>•our actual, or market perception of our, financial condition, performance, dividends and growth potential;

>•adverse changes in tax laws; and

>•market perception regarding our commitment to environmental, social and governance matters.

>•continued property occupancy and timely receipt of rent from our tenants;

>•the amount of future capital expenditures and expenses for our properties;

>•our leasing activity and future rental rates;

>•the strength of the commercial real estate market;

>•our ability to compete with other entities, including with other publicly-traded commercial REITs;

>•governmental actions and initiatives, including risks associated with the impact of a prolonged government shutdown or budgetary reductions or impasses;

>•our costs of compliance with environmental and other laws;

>•our corporate overhead levels; and

>•our amount of uninsured losses.

In addition, we can make distributions to holders of our common shares only after we make preferential distributions to holders of any outstanding preferred equity. Furthermore, any new common or preferred equity that we may issue in the future for raising capital, financing acquisitions, share-based compensation arrangements or otherwise will increase the cash required to continue to pay cash distributions at current levels.

>•disrupt the proper functioning of our networks and systems and therefore our operations and/or those of certain of our tenants;

>•increase the likelihood of missed reporting or permitting deadlines;

>•general economic and business conditions, which will, among other things, affect office property and data center demand and rents, tenant creditworthiness, interest rates, financing availability, property operating and construction costs, and property values;

>•adverse changes in the real estate markets, including, among other things, increased competition with other companies;

>•our ability to borrow on favorable terms or at all;

>•risks of property acquisition and development activities, including, among other things, risks that development projects may not be completed on schedule, that tenants may not take occupancy or pay rent or that development or operating costs may be greater than anticipated;

>•risks of investing through joint venture structures, including risks that our joint venture partners may not fulfill their financial obligations as investors or may take actions that are inconsistent with our objectives;

>•changes in our plans for properties or views of market economic conditions or failure to obtain development rights, either of which could result in recognition of significant impairment losses;

>•potential impact of prolonged government shutdowns or budgetary reductions or impasses, such as a reduction of rental revenues, non-renewal of leases and/or reduced or delayed demand for additional space by existing or new tenants;

>•potential additional costs, such as capital improvements, fees and penalties, associated with environmental laws or regulations;

>•adverse changes resulting from other government actions and initiatives, such as changes in taxation, zoning laws or other regulations;

>•our ability to satisfy and operate effectively under federal income tax rules relating to real estate investment trusts and partnerships;

>the dilutive effects of issuing additional common shares; and >•security breaches relating to cyber attacks, cyber intrusions or other factors, and other significant disruptions of our information technology networks and related systems.

>•achieved year end occupancy of 93.6%94.0% for our total portfolio and 95.6%95.5% for our Defense/IT PortfolioPortfolio, both of which increased from year end 2024;

Our business is driven by our Defense/IT Portfolio segment, which as of year end represented 91.3%92.1% of our property square footage and 90.3% of our ARR. We believe that the critical nature of the activities served by this segment’s properties has helped fuel strong demand for space, enabling the segment to consistently achieve year end occupancy of at least 93% infor recenteach of the last nine years. In 2024,2025, our Defense/IT Portfolio:

>•achieved a near-record tenant retention rate of 88.6%,79.3%, our 10th consecutive year with a retention rate of at least 75%, with average increases in rent per renewed square foot of 1.0%2.7% for cash rents (with a compound annual growth rate of 2.8%) and 8.9%11.0% for straight-line rents; and >leased 388,000 of its vacant space, which exceeded the expiring lease square footage that was vacated.

DemandThroughout 2025, we experienced strong demand from defense contractors looking for securenew or incremental space wasto strong,support mission programs and contracts, a significant amount of which werequired believesecured was bolstered in part by the nation’s challenges associated with global conflicts and the continued need to boost cybersecurity capabilities, and enabled us to improve lease economics by increasing cash rental rates, with fewer rent concessions.space. We believe that this demand drove ourthe strong retentionperformance rate for the properties inof this segment, along with the following unique advantages associated with our Defense/IT strategy: proximity of the properties to the demand drivers they serve; prevalence of significant investments in high security improvements, which may make tenants unable, or less likely, to relocate; and the high level of technical proficiency and credentials of our operations team (many of whom are credentialed) charged with managing these spaces. Our Defense/IT Portfolio also benefited from continued defense budget appropriation increases, with bipartisan support in recent years. As global threats to our national security and that of our allies continue to evolve and, in some cases, escalate, we believe that defense spending for the critical missions that our portfolio supports, such as intelligence, surveillance and cyber, will continue to be considered vital for the foreseeable future.

Strong Defense/IT Portfolio demand coupled with limited vacancy in our operating portfolio drove our need to continue to invest in additional space, which we addressed in 20242025 bythrough the following external growth investments:

>acquiring vacant•developing space in two operatingnew properties, including:

We funded these property investments primarily using excess available cash flow from operations and cashborrowings under our Revolving Credit Facility and cashRevolving equivalentsDevelopment thatFacility we(discussed had remaining from our issuance of unsecured senior notes in 2023.below).

In 2024,2025, our total portfolio also included eightsix office properties in our Other segment, which as of year end represented 8.7%7.9% of our property square footage and 9.7% of our ARR.ARR, and accounted for 31% of the portfolio’s vacant space. These properties, which have experienced a challenging leasing environment for several years, hadincreased antheir average occupancy rate offrom 72.7%72.5% in 2024.2024 to 75.5% in 2025, and we were successful in leasing 133,000 square feet of this segment’s vacant space in 2025, which exceeded the expiring lease square footage that was vacated. One property accounted for 37% of this segment’s vacant space and 11% of our total portfolio’s vacant space. We do not consider theseour Other segment’s properties to be strategic holdings since they do not align with our Defense/IT strategy. While we intend to sell them when market conditions and opportunities position us to optimize our return on investment, we did not initiate plans for sales in 20242025 due in large part to thecontinued effectsunfavorable ofcapital increasedmarkets interest rates and debt availability onfor potential buyers.

Our 2024total portfolio’s 2025 year end occupancy rate decreasedincreased (relative to 20232024) from 94.2%93.6% to 93.6%94.0% fordue primarily to improved occupancy in our totalOther portfoliosegment andresulting from 96.2%vacant tospace 95.6%leasing, with occupancy for our Defense/IT Portfolio dueincreasing primarilyslightly from 95.4% to the95.5%. vacantThe space that we acquired and placed in service in 2024 to feed demand in highly-leased business parks. Conversely, the 20242025 year end occupancy rate of our Same Property pool (which excludes the effect of properties acquired and placed in service in 2024 and 2025) increaseddecreased (relative to 20232024) from 93.8%94.4% to 94.1%94.2% for our total portfolio and from 96.0%96.4% to 96.4%95.8% for the Defense/IT Portfolio component due primarily to leaseseveral commencementsleases onnot vacantrenewed spaceupon leasingexpiration in our Fort Meade/BW Corridor and strongRedstone tenantArsenal retention (86.0% for the total portfolio and 88.6% for the Defense/IT Portfolio).sub-segments. As of December 31, 2024,2025, we had scheduled lease expirations for 3.02.9 million square feet in 2025,2026, representing 13.0%12.3% of our total occupied square feet and 19.2%19.3% of our total ARR, including:

>•2.8 million square feet in our Defense/IT Portfolio segment, a high proportion of which weincluded several large USG leases whose renewals were affected by the federal government shutdown. We expect to renew virtually all of these scheduled lease expirations due to the strong demand for space and unique retention advantages associated with our Defense/IT strategy discussed above; and >144,000 square feet in our Other segment, the renewal of which we believe was highly uncertain.

>•$400.0 million in 2.25% Notes maturing in March 2026 and no significant debt maturing thereafter until 20262028;

>$525.0•$746.0 million in available borrowing capacity under our Revolving Credit Facility;

>•no variable-rate debt exposure, including the effect of interest rate swaps, although a $200.0 million notional amount of these swaps expired in February 2026;

>only 2.9% of our outstanding debt encumbered by properties; and >•the ability to fund the equity portion of our investing activities with cash flow from operations for the foreseeable future.

During the threesix months ended MarchJune 31,30, 2026, we:

•achieved a tenant retention rate of 90.8%,84.4%, which was driven by our Defense/IT Portfolio; and

We refer to the measures annualized rental revenue (“ARR”), “tenant retention rate,” “investment space leasing,” and “vacant space leasing” in this Quarterly Report on Form 10-Q. ARR is a measure that we use to evaluate the sources of our rental revenue as of a point in time. It is computed by multiplying by 12 the sum of monthly contractual base rents and estimated monthly expense reimbursements under active leases as of a point in time (ignoring free rent then in effect and rent associated with tenant funded landlord assets). Our computation of ARR excludes the effect of lease incentives. We consider ARR to be a useful measure for analyzing revenue sources because, since it is point-in-time based, it does not contain increases and decreases in revenue associated with periods in which lease terms were not in effect; historical revenue under generally accepted accounting principles in the United States of America (“GAAP”) does contain such fluctuations. We find the measure particularly useful for leasing, tenant, segment, and industry analysis. In instances in which we report ARR per occupied square foot, the measure excludes revenue from leases not associated with our buildings. Tenant retention rate is a measure we use that represents the percentage of square feet renewed in a period relative to the total square feet scheduled to expire in that period, including the effect of early renewals. Investment space leasing represents vacant space leased within two years of the shell completion date for development properties or the acquisition date for operating property acquisitions. Vacant space leasing represents our vacated second-generation space leased and vacant space leased in development properties and operating property acquisitions after two years from such properties’ shell completion or acquisition date.

During the threesix months ended MarchJune 31,30, 2026, we leased 1.62.2 million square feet, including: 1.21.5 million square feet of renewal leasing (representing a tenant retention rate of 90.8%84.4%); 92,000231,000 square feet of vacant space leasing; and 384,000416,000 square feet of investment space leasing.

Our Same Property pool consisted of 203 properties, comprising 97.6%97.1% of our portfolio’s square footage as of MarchJune 31,30, 2026 and 95.8% of NOI from real estate operations for the threesix months then ended. This pool of properties changed from the pool used for purposes of comparing 2025 and 2024 in our 2025 Annual Report on Form 10-K due to the addition of three properties placed in service and 100% operational on or before January 1, 2025 and two properties acquired in 2024.

Comparison of Statements of Operations for the Three Months Ended MarchJune 31,30, 2026 and 2025

•developed properties placed in service reflects the effect of threefour properties placed in service in 2025 and 2026; and

•acquired property includes onean operating office property acquired in 2025.2025 and a parcel of land subject to a ground lease that we acquired in 2026 and recorded as an investment in a sales-type lease.

Interest expense increased in the current period due primarily to increaseda debthigher outstandinginterest resultingrate from our issuance in October 2025 ofon $400.0 million of our unsecured senior notes due to the refinancing of our 2.25% Notes that matured on March 16, 2026 with our 4.50% Senior Notes due 2030 (the “4.50% Notes”) toissued prefundin theOctober repayment at maturity of our 2.25% Notes on March 16, 2026.2025.

Interest and other income, net increased in the current period due in large part to interestnet incomecredit earnedloss byrecoveries arecognized portionon ofour investing receivables in the proceedscurrent from the 4.50% Notes being invested in short-term interest-bearing money market accounts prior to repayment of the 2.25% Notes on March 16, 2026.period.

The table below presents the major components of our additions to properties for the threesix months ended MarchJune 31,30, 2026 (in thousands):

Net cash flow from operating activities increased $24.3$27.5 million when comparing the threesix months ended MarchJune 31,30, 2026 and 2025,2025 whichdue was driven byto increased cash flow from real estate operations dueattributable in large part to increased rental and occupancy rates and growth in our operating portfolio.portfolio, partially offset by higher cash paid for interest expense due primarily to our issuance in October 2025 of 4.50% Notes to refinance and prefund the repayment at maturity of our 2.25% Notes.

Net cash flow used in investing activities increased $12.8$36.9 million when comparing the threesix months ended MarchJune 31,30, 2026 and 2025 due primarily to increasedour cashacquisition outlaysof foran propertyinvestment developmentin activitiesa sales-type lease in the current period, offset in part by the effect of investing receivables funded in the prior period.

Net cash flow used in financing activities in the threesix months ended MarchJune 31,30, 2026 was $260.2$254.3 million, and included primarily the following:

Net cash flow used in financing activities in the threesix months ended MarchJune 31,30, 2025 was $16.2$27.7 million, and included primarily the following:

As of MarchJune 31,30, 2026, CDPLP had several series of unsecured senior notes outstanding that were issued in transactions registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended. These notes are CDPLP’s direct, senior unsecured and unsubordinated obligations and rank equally in right of payment with all of CDPLP’s existing and future senior unsecured and unsubordinated indebtedness. However, these notes are effectively subordinated in right of payment to CDPLP’s existing and future secured indebtedness. The notes are also effectively subordinated in right of payment to all existing and future liabilities and other indebtedness, whether secured or unsecured, of CDPLP's subsidiaries. COPT Defense fully and unconditionally guarantees CDPLP’s obligations under these notes. COPT Defense’s guarantees of these notes are senior unsecured obligations that rank equally in right of payment with other senior unsecured obligations of, or guarantees by, COPT Defense. COPT Defense itself does not hold any indebtedness, and its only material asset is its investment in CDPLP.

As of MarchJune 31,30, 2026, we had $28.6$24.2 million in cash and cash equivalents.

We have a Revolving Credit Facility with a maximum borrowing capacity of $800.0 million. The facility matures in October 2029 and may be extended by two six-month periods at our option, provided that there is no default under the facility and we pay an extension fee of 0.0625% of the total availability under the facility for each extension period. Our available borrowing capacity under the facility totaled $610.0$528.0 million as of MarchJune 31,30, 2026.

We also have a Revolving Development Facility with a maximum borrowing capacity of $200.0 million. The facility matures in October 2029 and may be extended by a 12-month period at our option, provided that there is no default under the facility and we pay an extension fee of 0.250% of the total amount available under the facility. Our available borrowing capacity under the facility totaled $62.0$64.0 million as of MarchJune 31,30, 2026.

During the remainder of 2026, we expect to spend $125$85 million to $155$105 million on costs for properties actively under development, most of which was contractually obligated as of MarchJune 31,30, 2026, and have $45.6$10.0 million in debt balloon payments maturing in 2026. During the remainder of 2026 and beyond, we expect to continue to actively develop additional properties and also could opportunistically acquire operating properties. We expect to fund these activities using, in part, available cash flow from operations, with the balance funded using any excess available cash and cash equivalents and borrowings under our Revolving Development Facility and Revolving Credit Facility.

Certain of our debt instruments require that we comply with a number of restrictive financial covenants, including maximum leverage ratio, unencumbered leverage ratio, minimum net worth, minimum fixed charge coverage, minimum unencumbered interest coverage ratio, minimum debt service, and maximum secured indebtedness ratio. As of MarchJune 31,30, 2026, we were compliant with these covenants.