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

InflationInflation, cost of capital and related volatility in the economy could negatively impact our results of operations and our tenants.

Inflation in the United States accelerated rapidly during 2021 and 2022. During 20232022 and 2024,has since moderated. Though significantly lower than the peaks of 2021 and 2022, current inflation decreasedstill butsurpasses remainedlevels at an elevated level relativeprior to the years preceding 2021,2021 and inflation may increase again in the future. Rising inflation, and any related impacts, including increased prices for consumer goods and higher interest rates and wages, and any fiscal or other policy interventions by the U.S. government in reaction to such events, could negatively impact our results of operations, and could also negatively impact our tenants’ businesses. Most of our leases require tenants to pay their share of operating expenses, including common area maintenance, real estate taxes and insurance, although some larger tenants have capped the amount of these operating expenses they are responsible for under their lease. However, there can be no assurance that our tenants will be able to absorb these expense increases and be able to continue to pay us their portion of operating expenses, capital expenditures and rent. While our leases generally provide for fixed annual rent increases, high levels of inflation would likely outpace our contractual rent increases. As a result, our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations and to pay dividends and distributions to shareholders could be adversely affected over time. The duration and extent of any prolonged periods of inflation, and any related adverse effects on our results of operationsoperations, financial condition or cost of capital, remain inherently uncertain and financialcould condition,also remainadversely unknownimpact atour thisfuture time.business plans and ability to accretively fund future growth.

Additionally, inflationary pricing has had and may continue to have a negative effect on the construction costs necessary to complete our development and redevelopment projects, including, but not limited to, costs of construction materials, labor and services from third-party contractors and suppliers. Certain mitigating factors and contingencies are built into our contracts; however, no assurance can be given that our efforts at mitigation will be successful. Higher construction costs could adversely impact our investments in real estate assets and expected yields on our redevelopment projects.

International trade disputes, including U.S. trade tariffs and retaliatory tariffs, or anticipation of the same, could adversely impact our business.

International trade disputes, including threatened or implemented tariffs imposed by the U.S. and threatened or implemented tariffs imposed by foreign countries in retaliation, could adversely impact our business. Many of our tenants sell imported goods, and tariffs or other trade restrictions could materially increase costs for these tenants. To the extent our tenants are unable to pass these costs on to their customers, our tenants’ operations could be adversely impacted, which among other things, could weaken demand by those tenants for our real estate. If the operations of potential future tenants are similarly adversely impacted, overall demand for our real estate may also weaken. In addition, international trade disputes, including those related to tariffs, could result in inflationary pressures that directly impact our costs, such as costs for steel, lumber and other materials applicable to our development and redevelopment projects. Trade disputes could also adversely impact global supply chainschains, which could further increase costs for us and our tenants or delay delivery of key inventories and supplies.

E-commerce is a vital part of our tenants’ businessbusinesses and continues to gain popularity, with growth in internet sales likely to continue in the future. E-commerceAdditionally, many of our tenants face increasing competition from E-commerce, which has previously affected, and could resultcontinue to affect in the future, decisions made by current and prospective tenants in leasing space and how they compete and innovate in a downturnrapidly inchanging retail environment, including potentially reducing the businesssize of some of our current tenants and could affect the way other current and future tenants lease space. For example, the migration towards e-commerce has led many omnichannel retailers to prune theor number and size of their traditional “brick and mortar” retail locations toin increasinglythe relyfuture and increasing reliance on e-commerceE-commerce and alternative distribution channels. ManyFor example, many tenants also permit merchandise purchased on their websites to be picked up at, or returned to, their physical store locations, which may have the effect of decreasing the reported amount of their in-store sales and the amount of rent we are able to collect from them (particularly with respect to those tenants who pay rent based on a percentage of their in-store sales). We cannot predict with certainty how growth in e-commerce will impact the demand for space at our properties or how much revenue will be generated at traditional store locations in the future. If the continued shift towards e-commerce causes declinesresults in theany “brick and mortar” sales generated by our tenants and/or causes our tenants to reduceof the sizeimpacts ornoted number of their retail locations in the future,above, our cash flow, financial condition and results of operations could be materially and adversely affected.

Competition in the retail real estate industry is intense. WeThere competeare with a large number ofnumerous public and private retail real estate companies,companies including property owners and developers. Wethat compete with theseour companiesefforts to attract customers to our properties, as well as to attract anchor, non-anchor and other tenants. We also compete with these companies for development, redevelopment and acquisition opportunities. Other owners and developers may attempt to take existing tenants from our shopping centers by offering lower rents or other incentives to compel them to relocate. This competition could have a material adverse effect on our ability to lease space and on the amount of rent and expense reimbursements that we receive.

From time to time, certain of our tenants have become insolvent or declared bankruptcy and other tenants may declare bankruptcy or become insolvent in the future. Tenants who file for bankruptcy protection have the legal right to reject any or all of their leases and close related stores. A tenant in bankruptcy may also attempt to renegotiate their lease or request significant rent concessions. In the event that a tenant with a significant number of leases in our properties files for bankruptcy and rejects its leases, we could experience a significant reduction in our revenues, and we may not be able to collect all pre-petition amounts owed by that party, which may adversely affect our cash flow, financial condition and results of operations.party. The bankruptcy or insolvency of a major tenant at one of our properties could also result in a lower level of net income and negatively impact our ability to lease other existing or future vacancies at any such property. In addition, our leases generally do not contain restrictions designed to ensure the ongoing creditworthiness of our tenants. The bankruptcy or insolvency of a major tenant and the related potential impacts noted above could result in a lower level of net income, which may adversely affect our cash flow, financial condition and results of operations and decrease funds available to pay our indebtedness or make distributions to shareholders.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” included in Part II, Item 7 in this Annual Report on Form 10-K and the Notes to Consolidatedthe Financialconsolidated Statementsaudited financial statements included in Part II, Item 8 in this Annual Report on Form 10-K.

BecauseEconomic aconditions in markets where our properties are concentrated can greatly influence our financial performance. A significant number of our properties are located in the New York metropolitan area, and, as such, we are particularly susceptible to adverse economic and other developments in that area. Collectively, our New York metropolitan area properties in the aggregate generated approximately 65% of our annualized base rent as of December 31, 2024.2025. Real estate markets are subject to economic downturns, and we cannot predict the economic conditions in the New York metropolitan area in either the short-term or long-term. Poor economic or market conditions in the New York metropolitan area may adversely affect our cash flow, financial condition and results of operations.

The current market for acquisitions of properties in our core markets continues to be competitive. There are numerous commercial developers, publicly-traded and privately-held REITs, private equity investors, institutional investment funds and other investors that compete with us in seeking properties for acquisition or redevelopment. This competition may increase the demand for the types of properties in which we typically invest and, therefore, increase the prices paid for such acquisition properties.properties, Weif alsowe faceare significantable competitionto forattain attractivethem acquisitionat opportunitiesall. fromIn anaddition, indeterminatethese numbercompetitors ofhave, investors,or including publicly-traded and privately-held REITs, private equity investors and institutional investment funds, some of whichmay have access to, greater financial resources, greater ability to borrow funds and the willingness to accept more risk than we can prudently manage,manage. includingThis riskscompetition withmay respectresult in a higher cost than we are willing to thepay geographicor proximitylower ofrents investmentsthan andwe thewish paymentto of higher acquisition prices.collect. This competition will increase if investments in real estate become more attractive relative to other forms of investment. Competition for investments may reduce the number of suitable investment opportunities available to us and may have the effect of increasing prices paid for such acquisition properties and, as a result, adversely affectingaffect our ability to grow through acquisitions.

Real estate is relatively difficult to dispose of quickly. Consequently, we may have limited ability to promptly change our portfolio in response to changes in economic or other conditions. Moreover,Market conditions, including macroeconomic events, interest rate changes and capital availability, may impact our ability to disposesell of,properties oron financeour realpreferred estate may be materiallytiming and adverselyat affectedprices duringand periods of uncertainty or unfavorable conditions in the credit markets asreturns we ordeem potentialacceptable, buyersif ofat our real estate may experience difficulty in obtaining financing.all. To dispose of low basis deferral or tax-protected properties efficientlyefficiently, we from time to time use like-kind exchanges, which are intended to qualify for non-recognition of taxable gain,gain but can be difficult to consummate and result in the property for which the disposed assets are exchanged inheriting their low tax bases and other tax attributes (including tax protection covenants). These challenges related to dispositions may limit our flexibility.

Real estate is carried at cost, net of accumulated depreciation and amortization. Our properties are individually reviewed for impairment whenever events or changes in circumstancescircumstances, including declines in property operating performance and general market conditions, indicate that the carrying amount of the property may not be recoverable. An impairment exists when the carrying amount of an asset exceeds the aggregate projected future cash flows over the anticipated holding period on an undiscounted basis, taking into account the appropriate capitalization rate in determining a future terminal value. An impairment loss is based on the excess of the property’s carrying amount over its estimated fair value. Recording an impairment charge results in an immediate reduction in our income in the period in which the charge is taken, which could materially and adversely affect our results of operations and financial condition. ForWe example,did not recognize any impairment charges during the years ended December 31, 2025 or 2024. During the year ended December 31, 2023, we recognized such an impairment in the first quarter of 2023charge related to an office and retail property located in Brooklyn, NY.

We have historically used moderate levels of leverage and expect to continue to incur indebtedness to support our activities. As of December 31, 2024,2025, our outstanding indebtedness was $1.6 billion, all of which $100.9 million was variablefixed rate indebtedness. If we are unable to obtain debt financing or refinance existing debt upon maturity on terms favorable to us, or at all, our financial condition and results of operations would likely be adversely affected. As of theDecember date31, of this filing,2025, we have approximately $23.7$113.5 million of mortgage debt, with ana weighted average interest rate of 4.0%,3.9%, maturing within the next 12 months related to a mortgage loanloans encumbering onethree of our properties. We are actively exploring our options to refinance; however, there is no guarantee that we will be able to do so prior to maturity or at a rate that is favorable to us.

As of December 31, 2024,2025, approximatelywe 6%had no variable rate debt outstanding and our only potential exposure is related to our line of ourcredit, currentwhich outstanding debt borebears interest at a variable ratesrate based on the Secured Overnight Financing Rate (“SOFR”), plus an applicable margin per the respective loan agreements.agreement. We are exposed to risks related to a potential rising interest rate environment for our current or any future variable interest rate debt. Interest expense on our variable rate debt at December 31, 2024, excluding the mortgage loan secured by Plaza at Woodbridge as the loan is hedged with an interest rate cap, would increase by approximately $0.5 million annually for every 100-basis-point increase in interest rates. While we may enter into interest rate hedging transactions with counterparties, there can be no guarantee that the future financial condition of these counterparties will enable them to fulfill their obligations under such agreements.

If the cost or amount of our debt increases or we cannot refinance our debt in sufficient amounts or on acceptable terms, we are at risk of default on our obligations, which could have a material adverse effect on ourthe company,Company, including our ability to make distributions to our shareholders.

The mortgages on our properties contain customary covenants such as those that limit our ability, without the prior consent of the lender, to further mortgage the applicable property or toproperty, reduce insurance coverage.coverage, execute certain leases or undertake certain development activities. The Revolvingagreements Creditfor Agreementour contains,unsecured line of credit and term loans contain, and any debt that we may obtain in the future may contain, customary restrictions, requirements and other limitations on our ability to incur indebtedness, including covenants (i) that limit our ability to incur debt based upon (1) our ratio of total debt to total assets, (2) our ratio of secured debt to total assets, (3) our ratio of earnings before interest, tax, depreciation and amortization (“EBITDA”) to interest expense and (4) our ratio of EBITDA to fixed charges, and (ii) that require us to maintain a certain level of unencumbered assets to unsecured debt. Our ability to borrow is subject to compliance with these and other covenants. Failure to comply with our covenants could cause a default under the applicable debt instrument and we may then be required to repay such debt with capital from other sources or to give possession of a secured property to the lender. Under those circumstances, other sources of capital may not be available to us or may be available only on unattractive terms.

We depend primarily on external financing to fund the growth of our business because one of the requirements of the Code for a REIT is that it distributes at least 90% of its taxable income, excluding net capital gains, to its shareholders. There is a separate requirement to distribute net capital gains or pay a corporate level tax in lieu thereof. Our access to debt or equity financing depends on conditionsseveral factors, including general market conditions, our current and potential future earnings, the market’s perception of our growth potential and risk profile, and our cash distributions. Disruptions in the capitalfinancial markets generallycould impact the overall amount of debt and theequity willingnesscapital available, our ability to access new capital on acceptable terms and loan-to-value ratios which could cause a tightening of thirdlender partiesunderwriting tostandards lendand toterms orand tohigher makeinterest equityrate investments.spreads. ThereAs such, there can be no assurance that new financing or other capital will be available or available on acceptable terms. The failure to obtain financing or other capital could materially and adversely affect our business, results of operations and financial condition. For information about our available sources of funds, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” included in Part II, Item 7 inof this Annual Report on Form 10-K and the Notes to Consolidatedthe Financialconsolidated Statementsaudited financial statements included in Part II, Item 8 in this Annual Report on Form 10-K.

Our two properties in Puerto Rico made up approximately 8% of our net operating income (“NOI”) for the year ended December 31, 2024.2025. Puerto Rico has faced significant fiscal and economic challenges in previous years, including its government filing for bankruptcy protection in 2017, and continues to face challenges resulting from natural disasters such as hurricanes and earthquakes. Such events, individually or in the aggregate, can disrupt the local economy and could result in less disposable income for the purchase of goods sold at our properties and the inability of merchants to pay rent and other charges. Any of these events could negatively impact our ability to lease space on terms and conditions we seek and could have a material adverse effect on our business and results of operations.

Natural disasters and climate change could have a concentrated impact on us.

We own properties near the Atlantic Coast and in Puerto Rico which are subject to natural disasters such as hurricanes, floods, earthquakes and storm surges. We also have two properties in California that could be impacted by earthquakes and wildfires. Changing weather patterns and climatic conditions, resulting primarily from climate change, may affect the predictability and frequency of natural disasters and severe weather conditions and create additional uncertainty as to future trends and exposures, including certain areas in which our portfolio is concentrated, such as the New York metropolitan area. As a result, we could become subject to business interruption, significant losses and repair costs, such as those we experienced from Hurricane Maria in 2017, which damaged and caused the temporary closure of our two properties in Puerto Rico.costs. We maintain comprehensive, all-risk property and rental value insurance coverage on our properties, however losses resulting from a natural disaster may be subject to a deductible or not fully covered and such losses could adversely affect our cash flow, financial condition and results of operations.

We maintain numerous insurance policies including for general liability, property, pollution, acts of terrorism, trustees’ and officers’, cyber, workers’ compensation and automobile-related liabilities.liabilities However,which allwe believe are of the types and amounts customarily obtained for or by owners of similar types of real property assets located in the areas where our properties are located. All such policies are subject to the terms, conditions, exclusions, deductibles and sub-limits, among other limiting factors. For example, our terrorism insurance policy excludes coverage for nuclear, biological, chemical or radiological terrorism events as defined by the Terrorism Risk Insurance Program Reauthorization Act.

We continue to monitor the state of the insurance market and the scope and costs of available coverage. Certain premiums have increased significantly and may continue to do so in the future. We cannot anticipate what coverage will be available on commercially reasonable terms, or at all, and expect premiums across most coverage lines will continue to increase in light of recent events, including hurricanes and flooding in our core markets. TheAs incurrencea result, we may reduce the insurance we procure or we may elect or be compelled to self-insure certain lines of coverage up to certain limits, such as through our wholly-owned captive insurance program. Incurring uninsured losses, costs or uncovered premiums could materially and adversely affect our business, results of operations and financial condition. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” included in Part II, Item 7.7 in this Annual Report on Form 10-K and the Notes to Consolidatedthe Financialconsolidated Statementsaudited financial statements included in Part II, Item 8.8 in this Annual Report on Form 10-K.

Over the past several years, a number of highly publicized terrorist acts and shootings have occurred at domestic and international retail properties. In the event concerns regarding safety were to alter shopping habits or deter customers from visiting shopping centers, our tenants would be adversely affected, as would the general demand for retail space.space and the value of our properties. Additionally, if such incidents were to continue, insurance for such acts may become limited or subject to substantial cost increases. Such an incident at one of our properties, particularly one in which we generate a significant amount of revenue, could materially and adversely affect our business, results of operations and financial condition.

Our operations and properties are subject to various federal, state and local laws and regulations concerning the protection of the environment including air and water quality, hazardous or toxic substances and health and safety. These laws often impose liability without regard to whether the owner knew of, or was responsible for, the presence of hazardous or toxic substances. The cost of any required remediation may exceed the value of the property and/or the aggregate assets of the owner or the responsible party. The presence of, or the failure to properly remediate, hazardous or toxic substances may adversely affect our ability to sell or lease a contaminated property or to use the property as collateral for a loan. We can provide no assurance that we are aware of all potential environmental liabilities; that any previous owner, occupant or tenant did not create any material environmental condition not known to us; that our properties will not be affected by tenants or nearby properties or other unrelated third parties; and that future uses or conditions, or changes in environmental laws and regulations will not result in additional material environmental liabilities to us.

In March 2024, the SEC issued their final ruling on the “Enhancement and Standardization of Climate-Related Disclosures for Investors” which includes extensive rules aimed at creating consistency, comparability and reliability of climate-related information among public issuers. In April 2024, in response to petitions and litigation from state officials, business and environmental groups alike, the SEC issued an order staying the rules until the litigation process is complete. Subsequently, the SEC withdrew its defense of the rules, but requested that the litigation be resolved on the merits. In September 2025, it was ordered that the litigation would be held in abeyance until the SEC reconsiders or renews its defense of the rules. As of the date of this filing, the timeline for resolution is not easily determinable and it is uncertain whether the rules will be upheld, amended or abolished. The rules would require public issuers to include prescribed climate-related information in their registration statements and annual reports, including information regarding greenhouse gas emissions and climate-related risks and opportunities and related financial impacts, capital expenditures, governance and strategy. Additionally, we may become subject to new compliance requirements and/or new costs or taxes associated with natural resource or energy usage and related emissions (such as a “carbon tax”), which could increase our operating costs. All of these factors could result in additional costs and devoting additional resources to monitor, report and implement various Corporate Responsibility practices.

The Americans with Disabilities Act (“ADA”) generally requires that public buildings, including our properties, meet certain federal requirements related to access and use by disabled persons. NoncomplianceInvestigation of a property may reveal non-compliance with the ADA and could result in the imposition of fines by the federal government or the award of damages to private litigants and/or legal fees to their counsel. We could be required under the ADA to make substantial alterations to, and capital expenditures at, one or more of our properties, including the removal of access barriers, which could materially and adversely affect our business, results of operations and financial condition.

Our properties are also subject to various federal, state and local regulatory requirements such as state and local fire and life safety regulations. If we fail to comply with these requirements, we could incur fines or private damage awards. We do not know whether existing requirements will change or whether compliance with future requirements will require significant unanticipated expenditures. If we incur substantial costs to comply with the ADA and any other legislation, our cash flow, financial condition and results of operations could be adversely affected.

The following discussion should be read in conjunction with the consolidated audited financial statements and notes thereto included in Part II, Item 8 of this Annual Report on Form 10-K.

InDuring September 2024,2025, the Federal Reserve cutlowered ratesits target range for the federal funds rate by 5075 basisbps points,via rate cuts in September, October and December. The decision to lower the target range was driven in part by positivemoderate economic reportsgrowth, a weakened labor market and thean decreaseincrease in inflationunemployment levels. This was followed by additional rate cuts in November and December of 2024, lowering theThe target rate tonow sits at a range of 4.25%3.50% to 4.50%.3.75%. While interestinflation rates and inflation have decreased slightly compared to the prior year, boththey remain at elevated levelsin relativerelation to the yearsFederal precedingReserve’s 2021target andof could remain at these levels in the near-term and long-term.2%. The current levels of inflation could also result in reduced discretionary spending by consumers, putting pricing pressure on rents and limiting the amounts we are able to charge new tenants or tenants up for renewals.

Notwithstanding the foregoing, the Company continued to see strong demand from grocers,a discounters,variety quick-service restaurants and otherof tenants wanting to operate in our core marketmarkets ofwithin the Washington, D.C. to Boston corridor. TheWe Companybelieve wasdemand alsofor ableour centers is, in part, driven by our portfolio being primarily concentrated in first-ring suburban areas within high household income communities and limited new construction, creating high barriers to entry. We continue to maintain a strong balance sheet enabling us to pay off, finance and refinance several mortgage loans during the yearyear, and continuesour tomortgage maintaindebt anow consists entirely of fixed-rate, single asset, non-recourse loans. We believe our strong balance sheet thatand weadequate believeliquidity provides us with financial flexibility.flexibility Ourand debtthe consistscapacity primarilyto ofexecute well-laddered,on singletransactions asset,that non-recoursemeet mortgagesour criteria and align with approximatelyour 9%growth of debt maturing through 2026.strategy. We expect to continue to add value to our portfolio through executing our leasing pipeline, active development, redevelopment and anchor repositioning projects, commencing leases signed but not yet opened and identifying additional accretive capital recycling opportunities.

•Renewed or extended 86104 leases totaling 1,910,6881,139,359 square feet, includingall 84of leaseswhich were on a same-space(1) basis totaling 1,682,610 square feet,basis, at an average rental rate of $19.92$24.64 per square foot on a GAAP basis and $19.60$24.27 per square foot on a cash basis, generating average rent spreads of 11.3%12.5% on a GAAP basis and 9.3%10.8% on a cash basis;

•Acquired threeone propertiesproperty located in ourAllston, core market of the Washington, D.C. to Boston corridor,MA, totaling 917,00091,000 square feet, for an aggregatea purchase price of $245.3$39.2 million, inclusive of transaction costs, at an averagea capitalization rate of 7%5.4%;

•Sold threetwo single-tenantnon-core properties and non-coreone properties,property parcel, totaling 454,000208,000 square feet, for an aggregate gross price of $108.9$66.2 million at an average capitalization rate of 5%4.9%;

•Completed fivefourteen development, redevelopment and anchor repositioning projects, aggregating $29.7$55.3 million, expected to generate an approximate 16%19% unleveraged yield;

•Activated eighteleven development, redevelopment, and anchor repositioning projectsprojects, aggregating $14.7$61.3 million, expected to generate an approximate 25%14% unleveraged yield;

•RefinancedPaid off two single-asset, non-recoursenon-recourse, mortgages with two newmortgage loans aggregating $100$73.5 million with a weighted average interest rate of 5.8%4.86%;

•Financed threeone assetsasset with an individual non-recourse mortgagesmortgage aggregatingof $111$123.6 million with a weightedswapped averagefixed interest rate of 5.9%5.1%; and

•Adding essential tenants to our properties and positioning our retail assets with a mix of high-quality, credit tenants including grocers, discounters, big-box retailers, premium healthcare operators and elevated food offerings;

•Managing our balance sheet to allow for flexibility and execution on financing, refinancing, or prepayment opportunities when identifiedappropriate;

•Managing and monitoring property operating and general and administrative expenses and identifying opportunities for cost savings and efficiencies;

•Leasing vacant spaces, proactively extending leases, managing the exercise of tenant options and, when possible, replacing underperforming tenants with operators that can pay higher rents and positively impact our properties through increased foot traffic and customer retention;

•Recycling capital by divesting non-retail and smaller assets in non-core markets and single-tenantlow growth assets withthat lowmay growth,provide desirable proceeds, and acquiring assets that meet our investment criteria in our target markets.

Our significant accounting policies are more fully described in Note 3 to the consolidated audited financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. The following accounting estimates are considered critical because they are particularly dependent on management’s judgment about matters that have a significant level of uncertainty at the time the accounting estimates are made, and changes to those estimates could have a material impact on our financial condition or operating results.

In allocating the purchase price to identified intangible assets and liabilities of an acquired property, the value of above-market and below-market leases is estimated based on the present value of the difference between the contractual amounts, including fixed rate below-market renewal options, to be paid pursuant to the in-place leases and our estimate of the market lease rates and other lease provisions for comparable leases measured over a period equal to the estimated remaining term of the lease. Tenant related intangibles and improvements are amortized on a straight-line basis over the related lease term, including any bargain renewal options. We amortize identified intangibles that have finite lives over the period they are expected to contribute directly or indirectly to the future cash flows of the property or business acquired. We consider qualitative and quantitative factors in evaluating the likelihood of a tenant exercising a below marketbelow-market renewal option and include such renewal options in the calculation of in-place leases. If the value of below-market lease intangibles includes renewal option periods, we include such renewal periods in the amortization period utilized. If a lease terminates prior to its stated expiration, all unamortized amounts relating to that lease are written off.

Since the assessment of fair value and allocation of these amounts is made at the time of acquisition, they are subject to future changes in market conditions and tenants’ ability to continue operations and their exercise of options and renewals. In the case that these assumptions change materially, they could have a material impact on our results and financial statements. During 2024,2025, we acquired threeone propertiesproperty and utilized the above factors, including the use of a third party, to allocate the purchase price of thesethe propertiesproperty among various assets and liabilities. Further information on these allocations can be found in Part II, Item 8, Note 4 of this Annual Report on Form 10-K. We have had no changes to our methods of fair value assessment and allocations during the year ended December 31, 2024.2025.

During the year ended December 31, 2024,2025, we have had no changes to the methods or assumptions used in our assessment of fair value of our real estate assets and have not incurred any material impairments. During 2023, we recognized a $34.1 million impairment charge related to one of our properties located in Brooklyn, NY. Further information on impairments can be found in Part II, Item 8, Note 9 of this Annual Report on Form 10-K. We operate in a business that has significant investments in real estate and our estimates of valuation are subject to current market conditions and tenant operations, which drive future cash flows, and are beyond our control. As these factors can result in changes to our estimates and result in material impairment losses, this is deemed a critical accounting estimate.

SeeRefer to Note 3 to the consolidated audited consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for information regardingabout recentrecently issued and recently adopted accounting pronouncements that may affect us. Additionally, see Note 7 to the audited consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for information regarding recent amendments to the Code.principles.

Our primary cash expenditures consist of our property operating and capital costs, general and administrative expenses, and interest and debt expense. Property operating expenses include real estate taxes, repairs and maintenance, management expenses, insurance and utilities; general and administrative expenses, whichexpenses include payroll, professional fees, information technology, office expenses and other administrative expenses; and interest and debt expense primarily consists of interest on our mortgage debt anddebt, our unsecured line of credit and borrowings under the Revolving Credit Agreement (our “lineterm of credit”).loans. In addition, we incur substantial non-cash charges for depreciation and amortization on our properties. We also capitalize certain expenses, such as taxes, interest and salaries related to properties under development or redevelopment until the property is ready for its intended use.

Our consolidated results of operations often are not comparable from period to period due to the impact of property acquisitions, dispositions, developments, redevelopments and changes in accounting policies. The results of operations of any acquired properties are included in our financial statements as of the date of acquisition. Our results of operations are affected by national, regional and local economic conditions, as well as macroeconomic conditions, which are at times subject to volatility and uncertainty.uncertainty Insuch as recent years,market inflation levels were elevatedvolatility resulting from changes in increasedtariff costspolicies forand the geopolitical climate. Increased tariffs on foreign imports could have a material impact on the cost of certain raw materials and goods and services.adversely Mostaffect the results of our operations or the operations of our tenants, and could also temper consumer spending. While 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 expensesexpenses, resultingthere fromis inflation,no althoughguarantee we will be able to recoup all such amounts, and some larger tenants have capped the amount of these operating expenses they are responsible for under their lease.

In responserecent to theyears, rising inflation has resulted in several interest rate ofhikes inflation,by the Federal ReserveReserve, raisedsignificantly benchmark interest rates several times between 2022 and 2023, resulting in an increase inincreasing the cost of borrowing. InDuring 2024,2025, inflation began to abate and the Federal Reserve cutlowered its target range for the federal funds rate by 75 bps to a range of 3.50% to 3.75%. While interest rates driven in part by positive economic reports and a decrease in inflation levels.have Interestdecreased ratescompared stillto the prior year, both remain at elevated levels compared to the yearsFederal precedingReserve’s 2021,target of 2%, and could remain at this level in the near-term and long-term. We occasionally utilize interest rate derivative agreements to hedge the effect of rising interest rates on our variable rate debt. As of December 31, 2024,2025, all of our outstanding mortgage debt is fixed rate or hedged with interest rate derivative agreements.agreements, Ourand our only variable rate debt exposure is related to our unsecured line of credit which has anno outstanding balance of $50 million as of December 31, 20242025 and is indexed to SOFR, plus an applicable margin per the Revolvingagreement. CreditOn Agreement.January 22, 2026, we amended and restated our line of credit and entered into agreements for two delayed draw term loans which are also indexed to SOFR, plus an applicable margin per the respective agreements. As of December 31, 2024,2025, we were counterparty to onetwo interest rate swap agreement and one interest rate cap agreement,agreements, both of which qualify for, and are designated as, hedging instruments. We are actively managing our business to respond to the economic and social impacts from events and circumstances such as those described above. See “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K for more information.

The Operating Partnership’s capital includes general and common limited partnership interests (“OP Units”). As of MarchJune 31,30, 2026, Urban Edge owned approximately 94.5%94.6% of the outstanding common OP Units with the remaining limited OP Units held by members of management and the Board of Trustees, and contributors of property interests acquired. Urban Edge serves as the sole general partner of the Operating Partnership.

As of MarchJune 31,30, 2026, our portfolio consisted of 70 shopping centers, two outlet centers and two malls totaling approximately 17.316.1 million square feet of gross leasable area with a consolidated occupancy of 89.9%.96.5%.

The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 contains a description of our critical accounting estimates, including valuing acquired assets and liabilities, and impairments. For the threesix months ended MarchJune 31,30, 2026, there were no material changes to these estimates.

We continue to monitor the impacts of inflation, interest rates and broader macroeconomic conditions on our operations. DuringFollowing a series of rate reductions in the latter part of 2025, inflationary pressures began to moderate and the Federal Reserve loweredhas held its target range for the federal funds rate bysteady anat aggregate3.50% to 3.75%, maintaining that range for the fourth consecutive meeting. Inflation reaccelerated during the first half of 752026, bpsrising to a rangerate of 3.50%3.5% toas 3.75%.of InJune March30, 2026, inflation increased, driven in part by higher energy prices and heightened geopolitical tensions,tensions. andThe current inflation rate remains elevated compared to the Federal Reserve’s long-term target of 2%. We anticipate that inflation could remain at that level in the near-term2%, and long-term.interest Inrates addition,may therise increasingfurther geopoliticalshould tensionsinflationary andpressures relatedpersist. globalThese economic uncertaintyconditions have contributed to volatility in financial markets and rising interest rates. These conditions have increasedcontinued uncertainty with respect to access to capital and pricing dynamics. There can be no assurance that inflationary pressures, interest rates, geopolitical risks, or related market volatility will moderate, and such conditions may persist in the near-term or over a longer period.

We occasionally utilize interest rate derivative agreements to hedge the effect of changing interest rates on our variable rate debt. As of MarchJune 31,30, 2026, all of our outstanding mortgage debt is fixed rate or hedged with interest rate derivative agreements, and our only variable rate exposure is related to our unsecured line of credit which had an outstanding balance of $30$55 million and is indexed to SOFR plus an applicable margin per the credit agreement. There were no amounts drawn on either of the 5-year or 7-year term loans. As of MarchJune 31,30, 2026, we were counterparty to three interest rate swap agreements, all of which qualify for, and are designated as, hedging instruments to manage our exposure to changes in the interest rate environment. We are actively managing our business to respond to any economic and social impacts from events and circumstances such as those described above, however, the extent and duration of these impacts remain uncertain and could adversely affect our operating results, financial condition and liquidity. See “Risk Factors” in Part I, Item 1A, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

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

Net income for the three months ended MarchJune 31,30, 2026 was $23.5$18.6 million, compared to net income of $8.4$60.8 million for the three months ended MarchJune 31,30, 2025. The following table summarizes certain line items from our consolidated statements of income and comprehensive income that we believe are important in understanding our operations and/or those items that significantly changed in the three months ended MarchJune 31,30, 2026 as compared to the same period in 2025:

Total revenue increased by $14.5$8.7 million to $132.6$122.8 million in the firstsecond quarter of 2026 from $118.2$114.1 million in the firstsecond quarter of 2025. The increase is primarily attributable to:

•$0.4$2.3 million increase as a result of property acquisitionsacquisitions, net of dispositions since the first quarter of 2025.;

•$0.2$2.2 million increase in amortizationlease oftermination deferred financing costs.income;

IncomeDepreciation taxand expenseamortization decreased by $0.2$2.4 million to $0.4$67.3 million in the firstsix quartermonths ofended June 30, 2026 from $0.6$69.8 million in the firstsix quartermonths ofended June 30, 2025. The decrease is primarily attributable to the tax impact of the Shops at Caguas loan modification completed in the fourth quarter of 2025.: