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NYSE Real estate · REIT

Federal Realty Investment Trust FRT

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The 10-K against last year's

106 changes: 19 added, 18 removed, 69 reworded

10-K Feb 12, 2026 vs Feb 13, 2025
Risk Factors 5.9% of the text changed · 8,546 words now · 0 new paragraphs, 1 gone MD&A 27.8% of the text changed · 9,474 words now · 19 new paragraphs, 17 gone Legal Proceedings 24.6% of the text changed · 1,272 words now Accounting Policies 21.7% of the text changed · 5,055 words now

10-K 0000034903-26-000017 (Feb 12, 2026) vs 10-K 0000034903-25-000016 (Feb 13, 2025)

This paragraph in every 10-K

Risk Factors, paragraph 42 of the latest 10-K, and the closest paragraph in each one before it. Each version is marked against the one before.

2 versions
  1. 10-K filed Feb 12, 2026
    Our financial results depend primarily on leasing space in 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 income 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 rent our properties on favorable terms. Under those circumstances, we might not be able to enforce our rights as landlord without delays and may incur substantial legal costs. Additionally, new properties that we may acquire 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 new properties until they are fully occupied.
    The 10-K at sec.gov
  2. 10-K filed Feb 13, 2025 First 10-K with it
    Our financial results depend primarily on leasing space in 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 income 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 rent our properties on favorable terms. Under those circumstances, we might not be able to enforce our rights as landlord without delays and may incur substantial legal costs. Additionally, new properties that we may acquire 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 new properties until they are fully occupied.
    The 10-K at sec.gov

It is in every 10-K stored here, back to Feb 13, 2025. Back to every paragraph

Every paragraph, and how much of it changed

One bar per paragraph, in the order of the 10-K. Height and colour show the share of its words not in the closest paragraph a year earlier; the tallest bars are new paragraphs.

Risk Factors

140 paragraphs · 0 new · 17 reworded · 1 gone · 10-K Feb 12, 2026 against Feb 13, 2025
New paragraph Reworded (5% of its words or more) Same or nearly
Paragraph 78 · 49% changed Every version of it
Our growth strategy is focused on the development and redevelopment of properties we already own and the acquisition of additional properties. We believe that it will be difficult to fund our expected growth with cash from operating activities because, in addition to other requirements, we are generally required to distribute to our shareholders at least 90% of our taxable income each year to continue to qualify as a REIT for federal income tax purposes. As a result, we must rely primarily upon the availability of debt or equity capital, which may or may not be available on favorable terms or at all. Debt could include the sale of debt securities and mortgage loans from third parties. If economic conditions and conditions in the capital markets are not favorable at the time we need to raise capital, we may need to obtain capital on less favorable terms.
Paragraph 110 · 48% changed Every version of it
Certain provisions contained in the Parent Company's declaration of trust and bylaws and the Maryland General Corporation Law, as applicable to Maryland REITs, may discourage a third party from making a tender offer or acquisition proposal to us. If this were to happen, it could delay, deter or prevent a change in control or the removal of existing management. These provisions also may delay or prevent the shareholders from receiving a premium for their common shares over then-prevailing market prices. These provisions include:
Paragraph 139 · 43% changed Every version of it
We rely extensively on information technology systems to process transactions and manage our business, and our business is at risk from and may be impacted by cybersecurity incidents. These could include attempts to gain unauthorized access to our data and computer systems as well as attacks on third party's information technology systems that we rely on to provide important information technology services relating to key business functions, such as payroll. Cyber attacks can be both individual and/or highly organized attempts by very sophisticated hacking organizations. A cyber attack could compromise the confidential information of our employees, tenants, and vendors. A successful attack could adversely affect our business operations, results of operations, or financial condition by, among other things, disrupting our collection of revenue, interfering with our ability to satisfy our financial obligations by restricting access to our assets, or causing inaccuracies in our financial reporting. We employ a number of measures to prevent, detect, and mitigate these threats, which include password encryption, multi-factor
Paragraph 42 · 40% changed Every version of it
Our financial results depend primarily on leasing space in 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 income 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 rent our properties on favorable terms. Under those circumstances, we might not be able to enforce our rights as landlord without delays and may incur substantial legal costs. Additionally, new properties that we may acquire 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 new properties until they are fully occupied.
Paragraph 79 · 28% changed Every version of it
because, in addition to other requirements, we are generally required to distribute to our shareholders at least 90% of our taxable income each year to continue to qualify as a REIT for federal income tax purposes. As a result, we must rely primarily upon the availability of debt or equity capital, which may or may not be available on favorable terms or at all. Debt could include the sale of debt securities and mortgage loans from third parties. If economic conditions and conditions in the capital markets are not favorable at the time we need to raise capital, we may need to obtain capital on less favorable terms. Additionally, we cannot guarantee that additional financing, refinancing, or other capital will be available in the amounts we desire or on favorable terms. Our access to debt or equity capital depends on a number of factors, including the market’s perception of our growth potential and risk profile, our ability to pay dividends, and our current and potential future earnings. Depending on the outcome of these factors as well as the impact of the economic environment, we could experience delay or difficulty in implementing our growth strategy on satisfactory terms, or be unable to implement this strategy.
Paragraph 50 · 24% changed Every version of it
The availability of insurance coverage may decrease and the prices for insurance may increase as a consequence of significant losses incurred by the insurance industry and other factors outside our control. As a result, we may be unable to renew or duplicate our current insurance coverage in adequate amounts or at reasonable prices. In addition, insurance companies may no longer offer coverage against certain types of losses, such as losses due to terrorist acts, pandemics, and toxic mold, or, if offered, the expense of obtaining these types of insurance may not be justified. We therefore may cease to have insurance coverage against certain types of losses and/or there may be decreases in the limits of insurance available. If an uninsured loss or a loss in excess of our insured limits occurs, we could lose all or a portion of the capital we have invested in a property, as well as the anticipated future revenue from the property, but still remain obligated for any mortgage debt or other financial obligations related to the property. We cannot guarantee that material losses in excess of insurance proceeds will not occur in
Paragraph 140 · 23% changed Every version of it
We rely extensively on information technology systems to process transactions and manage our business, and our business is at risk from and may be impacted by cybersecurity incidents. These could include attempts to gain unauthorized access to our data and computer systems as well as attacks on third party's information technology systems that we rely on to provide important information technology services relating to key business functions, such as payroll. Cyber attacks can be both individual and/or highly organized attempts by very sophisticated hacking organizations. A cyber attack could compromise the confidential information of our employees, tenants, and vendors. A successful attack could adversely affect our business operations, results of operations, or financial condition by, among other things, disrupting our collection of revenue, interfering with our ability to satisfy our financial obligations by restricting access to our assets, or causing inaccuracies in our financial reporting. We employ a number of measures to prevent, detect, and mitigate these threats, which include password encryption, multi-factor authentication, frequent password change events, firewall detection systems, anti-virus software in-place, frequent backups, a redundant data system for core applications, and penetration testing; however, there is no guarantee such efforts will be successful in preventing a material cybersecurity incident.
Paragraph 51 · 22% changed Every version of it
coverage against certain types of losses and/or there may be decreases in the limits of insurance available. If an uninsured loss or a loss in excess of our insured limits occurs, we could lose all or a portion of the capital we have invested in a property, as well as the anticipated future revenue from the property, but still remain obligated for any mortgage debt or other financial obligations related to the property. We cannot guarantee that material losses in excess of insurance proceeds will not occur in the future. If any of our properties were to experience a catastrophic loss, it could seriously disrupt our operations, delay revenue and result in large expenses to repair or rebuild the property. Also, due to inflation, changes in codes and ordinances, environmental considerations and other factors, it may not be feasible to use insurance proceeds to replace a building after it has been damaged or destroyed. Further, we may be unable to collect insurance proceeds if our insurers are unable to pay or contest a claim. Events such as these could adversely affect our results of operations and our ability to meet our obligations, including distributions to our shareholders.

MD&A

153 paragraphs · 19 new · 75 reworded · 17 gone · 10-K Feb 12, 2026 against Feb 13, 2025
New paragraph Reworded (5% of its words or more) Same or nearly
Paragraph 8 · 49% changed
We actively endeavor to operate and develop our properties in a sustainable, responsible, and effective manner with the objective being to drive long-term growth and aid in value creation for our shareholders, tenants, employees, and local communities. We have aligned our program and efforts with the United Nations Sustainable Development Goals, as described in our Sustainability Policy and our 2023 Environmental Social and Governance Report, 2024 sustainability report, which are provided only for informational purposes on our website and not incorporated by reference herein.
Paragraph 5 · 48% changed
The economy Significant uncertainty continues to face several issues within the macro-economic environment including inflation risk, high concerns over inflation, changing interest rates, new or higher tariffs and their impact on trade and prices, increases or decreases in federal government spending, and potentially worsening economic conditions, which presents risks for our business and our tenants. We continue to monitor and address risks related to the general state of the economy. We believe that the actions we have taken to improve our maintain a strong financial position and maximize reinforce our liquidity will continue to mitigate the impact to negative short term impacts of the current economic environment. The extent of the future effects on our business, results of operations, cash flow caused by tenants not timely paying contractual rent. flows, and growth strategies is highly uncertain and will ultimately depend on future developments, none of which can be predicted.
Paragraph 28 · 48% changed
During the year ended December 31, 2024, On February 5, 2026, we sold a residential building at our Third Street Promenade Santana Row property and a portion of our White Marsh Other Courthouse Center property for sales prices totaling $106.8 million, resulting in a gain on sale of $53.8 $158.5 million.
Paragraph 49 · 48% changed
•Construction on of a 258-unit residential project at Santana West includes an eight story 369,000 square foot office building, Row, which is expected to cost between $325 $140 million and $335 $148 million. Approximately 241,000 square feet of space is leased, of which 29,000 square feet of space is open as of December 31, 2024.
Paragraph 82 · 47% changed
Rental expenses Net income attributable to noncontrolling interests increased $17.9 $3.4 million, or 7.7%, 37.7%, to $249.6 $12.6 million in 2024 2025 compared to $231.7 $9.1 million in 2023. This 2024. The increase is primarily due attributable to the following: new market tax credit transaction income in 2025, as well as higher income at our properties where there is a noncontrolling interest.
Paragraph 99 · 44% changed
•an increase of $5.3 •$14.4 million in net proceeds from Escondido Promenade, which was reconsolidated in the second quarter of 2023 after we gained control refinance of the property $40.0 million loan at Azalea, with a new $55.0 million mortgage loan (see Note 3 5 to the consolidated financial statements for additional information),
Paragraph 85 · 43% changed
(1)The weighted average interest rate on On March 20, 2025, we amended and restated our fixed and variable rate debt is 3.9% as of December 31, 2024. Of the $848.1 million of debt maturing in the next twelve months as of December 31, 2024, $600.0 million is related to our unsecured term loan, which has a one-year option to extend extending the April 2025 maturity date to April 2026. Additionally, we have March 20, 2028, plus two one-year extensions, at our option, to extend option. We also increased the December 2025 maturity date size of our term loan by $150.0 million, which we exercised in September 2025, bringing our total amount outstanding under this agreement to $750.0 million as of December 31, 2025. In October 2025, we refinanced the $40.0 million loan at Azalea, with a new $55.0 million mortgage loan. In the next twelve months, we have $652.4 million of debt maturing, of which $200.0 million is the mortgage loan secured by Bethesda Row Row, for which we have one additional one-year extension remaining, under which we could extend the maturity date to December 28, 2027.
Paragraph 37 · 42% changed
We also entered into forward sales contracts for the three months and year ended December 31, 2024 for 476,497 common shares and 1,186,422 common shares, respectively under our ATM equity program at a weighted average offering price of $115.43 and $115.72, respectively. During the three months and year ended December 31, 2024, 2025, we settled a portion of the our open forward sales agreements entered into during the year by issuing 709,925 476,497 common shares for net proceeds of $81.7 $54.2 million.

A paragraph is matched with the one last year that shares the most of its words; under half in common makes it new. The paragraphs shown are the 8 reworded the most in each section.

The paragraph that changed most in each section

The redline

Marked against last year's 10-K: cut words struck through, new words highlighted.

Accounting Policies163 words changed in this paragraph; it is 61% similar to last year's version.
Our leases with our tenants are classified as operating leases. When collection of substantially all lease payments during the lease term is considered probable, the lease qualifies for accrual accounting. Lease payments are recognized on a straight-line basis from the point in time when the tenant controls the space through the term of the related lease. Variable lease payments relating to percentage rent are recognized at the end of the lease year or earlier if we have determined the required sales level is achieved. Real estate tax and other cost reimbursements are recognized on an accrual basis over the periods in which the related expenditures are incurred. Many of our leases contain tenant options that enable the tenant to extend the term of the lease at expiration at pre-established rental rates that often include fixed rent increases, consumer price index adjustments or other market rate adjustments from the prior base rent. For a tenant to terminate its lease agreement prior to the end of the agreed term, we may require that they pay a fee to cancel the lease agreement. Lease termination fees are generally recognized on the termination date if the tenant has relinquished control of the space. When a lease is terminated early but the tenant continues to control the space under a modified lease agreement, the lease termination fee is generally recognized evenly over the remaining term of the modified lease agreement. Lease concessions are evaluated to determine whether the concession represents a modification of the original lease contract. Modifications generally result in a reassessment of the lease term and lease classification, and remeasurement of lease payments received. Remeasured lease payments are recognized on a straight-line basis over the remaining term of the modified lease contract.

Source: 10-K text, Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0000034903-26-000017 vs 10-K text, Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0000034903-25-000016

Risk Factors148 words changed in this paragraph; it is 75% similar to last year's version.
Of our $4.5 $5.0 billion of debt outstanding as of December 31, 2024, 2025, approximately $852.1 million $1.4 billion bears interest at a variable rate, rate. We have entered into interest rate swaps on $500.6 million of which, $600.0 million is our unsecured term loan that bears interest at a this variable rate of SOFR plus 85 basis points plus 0.10%. The remaining $252.1 million is comprised of a $200.0 million mortgage payable that bears interest at a debt to effectively fix the rate and limit our exposure to variable rate of SOFR plus 95 basis points, which is effectively fixed by three interest rate swap agreements through the initial maturity date, and $52.1 million in mortgages payable that bear interest at a variable rate of SOFR plus 195 basis points and are effectively fixed by two interest rate swap agreements. rates. We also have a $1.25 billion revolving credit facility, on which no balance was outstanding at December 31, 2024, that bears interest at SOFR plus 77.5 basis points, of which $310.0 million was outstanding at December 31, 2025, and we have a $250.0 million term loan that bears interest at SOFR plus 0.10%. 85 basis points, of which no amount was outstanding at December 31, 2025. We may borrow additional funds at variable interest rates in the future. Increases in interest rates would increase the interest expense on our variable rate debt and reduce our cash flow, which could adversely affect our ability to service our debt and meet our other obligations and also could reduce the amount we are able to distribute to our shareholders. We may enter into additional hedging arrangements or other transactions for all or a portion of our variable rate debt to limit our exposure to rising interest rates. However, the amounts we are required to pay under variable rate debt to which hedging or similar arrangements relate may increase in the event of non-performance by the counterparties to any such hedging arrangements. In addition, an increase in market interest rates may lead purchasers of our debt securities and preferred shares to demand a higher annual yield, which could adversely affect the market price of our outstanding debt securities and preferred shares and the cost and/or timing of refinancing or issuing additional debt securities or preferred shares.

Source: Item 1A, 10-K 0000034903-26-000017 vs Item 1A, 10-K 0000034903-25-000016

MD&A97 words changed in this paragraph; it is 52% similar to last year's version.
The economy Significant uncertainty continues to face several issues within the macro-economic environment including inflation risk, high concerns over inflation, changing interest rates, new or higher tariffs and their impact on trade and prices, increases or decreases in federal government spending, and potentially worsening economic conditions, which presents risks for our business and our tenants. We continue to monitor and address risks related to the general state of the economy. We believe that the actions we have taken to improve our maintain a strong financial position and maximize reinforce our liquidity will continue to mitigate the impact to negative short term impacts of the current economic environment. The extent of the future effects on our business, results of operations, cash flow caused by tenants not timely paying contractual rent. flows, and growth strategies is highly uncertain and will ultimately depend on future developments, none of which can be predicted.

Source: Item 7, 10-K 0000034903-26-000017 vs Item 7, 10-K 0000034903-25-000016

Legal Proceedings65 words changed in this paragraph; it is 80% similar to last year's version.
We are currently a party to various legal proceedings. We accrue a liability for litigation if an unfavorable outcome is probable and the amount of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, we accrue the best estimate within the range; however, if no amount within the range is a better estimate than any other amount, the minimum within the range is accrued. Legal fees related to litigation are expensed as incurred. We do not believe that the ultimate outcome of these matters, either individually or in the aggregate, could have a material adverse effect on our financial position or overall trends in results of operations; however, litigation is subject to inherent uncertainties. Also under our leases, tenants are typically obligated to indemnify us from and against all liabilities, costs and expenses imposed upon or asserted against us (1) as owner of the properties due to certain matters relating to the operation of the properties by the tenant, and (2) where appropriate, due to certain matters relating to the ownership of the properties prior to their acquisition by us.

Source: Item 3, via Note 7 – COMMITMENTS AND CONTINGENCIES, 10-K 0000034903-26-000017 vs Item 3, via Note 7 – COMMITMENTS AND CONTINGENCIES, 10-K 0000034903-25-000016

Sentences and paragraphs added, removed or reworded

Every change, by type

Sentences and paragraphs of FRT's Risk Factors and MD&A, 10-K Feb 12, 2026 against 10-K Feb 13, 2025. Each links to the text at sec.gov.

All 106 Added 19Removed 18Reworded 69Quiet changes 0

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word list

adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would

RewordedRisk Factors
Of our $4.5 $5.0 billion of debt outstanding as of December 31, 2024, 2025, approximately $852.1 million $1.4 billion bears interest at a variable rate, of which, $600.0 million is our unsecured term loan that bears interest at a variable rate of SOFR plus 85 basis points plus 0.10%. rate.
Read it in 10-K Feb 12, 2026 at sec.gov
RewordedRisk Factors
Although as of December 31, 2024, 2025, we held the controlling interests in all of our existing co-investments (except the hotel investment discussed above, above and the investment investments in the La Alameda shopping center acquired in 2017, and the investment in the Alameda, Chandler Festival Festival, and Chandler Gateway shopping centers acquired in 2022), centers), we generally must obtain the consent of the co-investor or meet defined criteria to sell or to finance these properties.
Read it in 10-K Feb 12, 2026 at sec.gov
RewordedRisk Factors
Economic, legal, and/or competitive conditions, such as well as public health concerns, impacts from higher tariffs, changing interest rates, the cost and availability of labor, and changes in federal government spending, may impact the success of our tenants’ retail operations and therefore the amount of rent and expense reimbursements we receive from our tenants.
Read it in 10-K Feb 12, 2026 at sec.gov
RewordedRisk Factors
As of December 31, 2024, 2025, approximately 86.7% 82.6% of our debt is fixed rate or is fixed via interest rate swap agreements, which includes all of our property secured debt and our unsecured senior notes. agreements.
Read it in 10-K Feb 12, 2026 at sec.gov
RewordedRisk Factors
These could include attempts to gain unauthorized access to our data and computer systems as well as attacks on third party's information technology systems that we rely on to provide important information technology services relating to key business functions, such as payroll.
Read it in 10-K Feb 12, 2026 at sec.gov
Show the other 36
AddedMD&A
Property Sales Price Gain (in millions) (in millions) Pike & Rose (one residential building) $ 125.0 $ 41.9 Santana Row (one residential building) 73.9 49.1 Hollywood Boulevard 69.0 27.2 Bristol Plaza 44.4 30.6 White Marsh Other (portion) 3.4 0.8 $ 315.7 $ 149.6
Read it in 10-K Feb 12, 2026 at sec.gov
AddedMD&A
On March 20, 2025, we amended and restated our $600.0 million unsecured term loan, extending the maturity date to March 20, 2028, plus two one-year extensions, at our option. We also had the right to borrow up to an additional $150.0 million, which we exercised on September 22, 2025, bringing our total amount outstanding under this agreement to $750.0 million as of December 31, 2025. Debt issuance costs related to our term loan were $4.9 million. Under an accordion feature, we have the right to request additional loans, subject to an aggregate maximum of $1.0 billion borrowed under the restated agreement. Additionally, on May 1, 2025, the interest rate was reduced by removing the 0.10% adjustment to SOFR.
Read it in 10-K Feb 12, 2026 at sec.gov
AddedMD&A
On October 30, 2025, we refinanced the $40.0 million mortgage loan at Azalea, with a new $55.0 million mortgage loan that bears interest at SOFR + 85 basis points, based on our credit rating, and matures on October 30, 2028, plus two one-year extensions, at our option. Debt issuance costs related to this mortgage loan were $0.6 million.
Read it in 10-K Feb 12, 2026 at sec.gov
AddedMD&A
On November 17, 2025, we entered into an additional unsecured term loan agreement, which gives us the capacity to borrow up to $250.0 million at an interest rate of SOFR + 85 basis points, based on our current credit rating. The loan matures on January 31, 2031, and as of December 31, 2025, we do not have any outstanding borrowings under this agreement. Debt issuance costs related to this term loan were $1.5 million. Under an accordion feature, we have the right to request additional loans, subject to an aggregate maximum of $500.0 million.
Read it in 10-K Feb 12, 2026 at sec.gov
AddedMD&A
Our revolving credit facility, term loans, and certain notes require us to comply with various financial covenants, including the maintenance of minimum shareholders’ equity and debt coverage ratios and a maximum ratio of debt to net worth. As of December 31, 2025, we were in compliance with all default related debt covenants.
Read it in 10-K Feb 12, 2026 at sec.gov
AddedMD&A
In April 2025, our Board of Trustees approved a new common share repurchase program, under which we may purchase up to $300.0 million of our outstanding common shares of beneficial interest, $0.01 par value per share from time to time using a variety of methods, including open market, privately negotiated transactions or otherwise. The specific timing and amount of common share repurchases, if any, will depend on a number of factors, including prevailing share prices, trading volume and general market conditions, along with our working capital requirements, cash flow, and other factors. The program does not require us to repurchase any dollar amount or number of common shares and may be suspended or discontinued at any time. As of December 31, 2025, no common shares have been repurchased through the program.
Read it in 10-K Feb 12, 2026 at sec.gov
AddedMD&A
In June 2018, we formed a joint venture to develop Freedom Plaza (formerly Jordan Downs Plaza), for which we own 92%. The investment in this development qualified for tax credits under the New Market Tax Credit ("NMTC") Program, established by the Community Renewal Tax Relief Act of 2000. In 2018, we transferred the earned tax credits to a third-party bank in exchange for cash proceeds. The proceeds received and related transaction costs were deferred until the end of the seven-year NMTC compliance period, which concluded in June 2025. As a result, for the year ended December 31, 2025, we recognized $14.2 million ($13.0 million, net of income attributable to noncontrolling interest) in income related to the sale of the new market tax credits.
Read it in 10-K Feb 12, 2026 at sec.gov
AddedMD&A
Similarly, if our tenants experience significant disruptions in supply chains and unexpected impacts of tariffs supporting their own products, staffing issues due to labor shortages, or are otherwise impacted by worsening economic conditions, their ability to pay rent may be adversely affected. We continue to monitor these macroeconomic developments and are working with our tenants and our vendors to limit the overall impact to our business.
Read it in 10-K Feb 12, 2026 at sec.gov
RemovedMD&A
Our chief information officer, who has over 30 years of experience in managing information systems for real estate companies, heads our internal team of technology professionals who are responsible for managing our cybersecurity risks, which includes identifying our primary areas of risk, establishing processes, procedures, and systems to mitigate those risks and identifying and remediating any breaches that may occur. Cybersecurity risk management falls under our general counsel as part of our overall risk management program, which is ultimately overseen by the Audit Committee of the Board of Trustees. Our team is supported by a third party company that we have retained to act as our chief information security officer based on the third party company's experience in preventing cybersecurity incidents, advising clients about appropriate cybersecurity procedures and processes, and assessing the integrity of those procedures and processes. The assessment and management of our cybersecurity risks covers all of our internal systems as well as the systems of third parties who maintain our data.
Read it in 10-K Feb 13, 2025 at sec.gov
RemovedMD&A
We rely on our management team's experience in risk management, in consultation with our third party advisor, to appropriately address cybersecurity threats. As part of our processes to manage risks from cybersecurity threats, we have developed and enforce company-wide policies related to password encryption, strength and expiration, we require multi-factor authentication where appropriate, and we conduct regular employee training about our policies and cybersecurity threats. We make use of firewalls, anti-virus software, backups, redundancies, regular penetration testing, and our systems monitor and flag irregularities in how our information systems are accessed or used. Any known cybersecurity incidents would be reported by our chief information officer to our general counsel and disclosure committee for evaluation and remediation, and for a determination of how we might develop further security systems and procedures to address evolving cybersecurity threats. Management provides written and verbal updates to the Audit Committee at least quarterly identifying our primary areas of risk, actions taken or planned to be taken to mitigate those risks, and specific activities undertaken during the quarter, including employee training and the results of that training. Management would also provide updates to seek oversight from the Audit Committee on an ad hoc basis in connection with any material cybersecurity incident, should one occur.
Read it in 10-K Feb 13, 2025 at sec.gov
RemovedMD&A
We have not experienced any cybersecurity incident that has had a material impact on our business strategy, results of operations, or financial condition. For more information, see Item 1A. Risk Factors ("We face risks relating to cybersecurity threats that could cause loss of confidential information and other business distributions").
Read it in 10-K Feb 13, 2025 at sec.gov
RemovedMD&A
On January 11, 2024, our Operating Partnership issued $485.0 million aggregate principal amount of 3.25% Exchangeable Senior Notes due 2029 (the “Notes”) in a private placement. The notes bear interest at an annual rate of 3.25%, payable semiannually in arrears on January 15th and July 15th of each year, beginning July 15, 2024. The notes mature on January 15, 2029, unless earlier exchanged, purchased, or redeemed. Net proceeds after the initial purchaser's discount and offering costs were approximately $471.5 million. Interest expense, including $2.6 million of debt issuance cost amortization, was $17.9 million related to these Notes for the year ended December 31, 2024. Including the debt cost amortization, the current effective interest rate on these notes is approximately 3.9%. The unamortized debt issuance costs related to the Notes were $10.9 million at December 31, 2024.
Read it in 10-K Feb 13, 2025 at sec.gov
RemovedMD&A
Prior to the close of business on July 15, 2028, the Notes will be exchangeable at the option of the holders only upon certain circumstances and during certain periods. On or after July 15, 2028, until the close of business on the second scheduled trading day immediately preceding the maturity date of the Notes, holders may exchange their Notes at any time. The Operating Partnership will settle exchanges of the Notes by delivering cash up to the principal amount of the Notes exchanged, and if applicable, cash, common shares of the Trust, or a combination thereof at our option, in respect of the remainder, if any, of the exchange obligation in excess of the principal amount. If we elect to settle any portion of the exchange obligation in excess of the principal amount with shares of the Trust, an equivalent number of common units will be issued by the Operating Partnership to the Trust. The exchange rate initially equals 8.1436 common shares per $1,000 principal amount of the Notes (which is equivalent to an exchange price of approximately $122.80 per common share and reflects an exchange premium of approximately 20% based on the closing price of $102.33 on January 8, 2024). The initial exchange rate is subject to adjustment upon the occurrence of certain events, including in the event of a payment of a quarterly common dividend in excess of $1.09 per share, but will not be adjusted for any accrued and unpaid interest. While our quarterly common dividend per share currently exceeds $1.09, the exchange rate has not materially changed.
Read it in 10-K Feb 13, 2025 at sec.gov
RemovedMD&A
The Operating Partnership may redeem the Notes, at its option , in whole or in part, on or after January 20, 2027 if the last reported sales price of the common shares has been at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive) during any 30 day consecutive trading period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Operating Partnership provides notice of redemption. The redemption price will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding the redemption date.
Read it in 10-K Feb 13, 2025 at sec.gov
RemovedMD&A
In connection with the Notes, we entered into privately negotiated capped call transactions with certain of the initial purchasers of the notes or their affiliates or other financial institutions. The capped call transactions cover, subject to customary adjustments, the number of our common shares that initially underlie the Notes. The capped call transactions are expected generally to reduce the potential dilution to our common shares upon exchange of any Notes and/or offset any cash payments we are required to make in excess of the principal amount of the Notes, with such reduction and/or offset subject to a cap. The cap price of the capped call transaction initially is approximately $143.26 per share, which represents a premium of approximately 40% over the last reported sale price of our common shares of $102.33 on the New York Stock Exchange on January 8, 2024, and is subject to certain adjustments under the terms of the capped call transactions. A portion of the proceeds from the Notes were used to pay the capped call premium of $19.4 million, which will be recorded in shareholders' equity for the Trust and capital for the Operating Partnership.
Read it in 10-K Feb 13, 2025 at sec.gov
RemovedMD&A
For the year ended December 31, 2024, we issued 2,059,654 common shares at a weighted average price per share of $109.20 for net cash proceeds of $222.3 million including paying $2.2 million in commissions and $0.4 million in additional offering expenses related to the sales of these common shares. For the year ended December 31, 2023, we issued 1,309,994 common shares at a weighted average price per share of $101.74 for net cash proceeds of $131.7 million including paying $1.3 million in commissions and $0.2 million in additional offering expenses related to the sales of these common shares.
Read it in 10-K Feb 13, 2025 at sec.gov
RemovedMD&A
The forward price that we will receive upon physical settlement of the agreements is subject to the adjustment for (i) commissions, (ii) floating interest rate factor equal to a specified daily rate less a spread, (iii) the forward purchasers' stock borrowing costs and (iv) scheduled dividends during the term of the forward sale agreements. The remaining open forward shares may be settled at any time on or before December 2025. As of December 31, 2024, we have the remaining capacity to issue up to $144.4 million in common shares under our ATM equity program.
Read it in 10-K Feb 13, 2025 at sec.gov
RewordedMD&A
Year Ended December 31, 2025 2024 2023 2022 (In thousands, except per share data) Reconciliation of net income attributable to common shareholders to Nareit FFO Net income $ 423,648 $ 304,334 $ 247,217 $ 395,661 Net income attributable to noncontrolling interests (12,571) (9,126) (10,232) (10,170) Gain on deconsolidation of a VIE — — (70,374) Gain on sale of real estate (150,111) (54,040) (9,881) (93,483) Impairment charge 7,425 — — Depreciation and amortization of real estate assets 320,311 302,455 285,689 266,741 Amortization of initial direct costs of leases 42,671 33,377 31,208 27,268 Funds from operations 631,373 577,000 544,001 515,643 Dividends on preferred shares (1) (7,500) (7,500) (7,500) Income attributable to downREIT operating partnership units 2,463 2,743 2,767 2,810 Income attributable to unvested shares (2,080) (2,004) (1,955) (1,797) Funds from operations available for common shareholders $ 624,256 $ 570,239 $ 537,313 $ 509,156 Weighted average number of common shares, diluted (1)(2) 86,498 84,286 82,044 80,603 Funds from operations available for common shareholders, per diluted share $ 7.22 $ 6.77 $ 6.55 Reconciliation of Nareit FFO to Core FFO Nareit FFO $ 6.32 624,256 $ 570,239 $ 537,313 Adjustments:
Read it in 10-K Feb 12, 2026 at sec.gov
RewordedMD&A
This increase is primarily driven by higher gains on sale of real estate, higher rental rates and average occupancy, income related to the sale of the new market tax credits, and 2025 and 2024 acquisitions, 2023 and 2024 openings at our non-comparable properties, and the reconsolidation of Escondido Promenade during the second quarter of 2023, partially offset by property dispositions, impairment charge, and higher rental expenses after recoveries from tenants, and lower lease termination fee income. collectibility related adjustments.
Read it in 10-K Feb 12, 2026 at sec.gov
RewordedMD&A
The $9.9 (3)The $13.0 million gain on sale of real estate net new market tax credit transaction income for the year ended December 31, 2023 2025 is due primarily to the sale of our Town Center of New Britain shopping center and a portion of Third Street Promenade new market tax credits related to Freedom Plaza (see Note 3 7 to the consolidated financial statements for additional information).
Read it in 10-K Feb 12, 2026 at sec.gov
RewordedMD&A
The $9.9 $14.2 million gain on sale of real estate new market tax credit transaction income for the year ended December 31, 2023 2025 is due primarily to the sale of our Town Center of New Britain shopping center and a portion of Third Street Promenade new market tax credits related to Freedom Plaza (see Note 3 7 to the consolidated financial statements for additional information).
Read it in 10-K Feb 12, 2026 at sec.gov
RewordedMD&A
Year Ended December 31, 2025 2024 2023 Change (In thousands) Net cash provided by operating activities $ 622,378 $ 574,563 $ 555,830 $ 18,733 47,815 Net cash used in investing activities (743,068) (446,826) (358,325) (88,501) (296,242) Net cash used in provided by (used in) financing activities 102,953 (252,298) (33,849) (218,449) (Decrease) increase 355,251 Decrease in cash and cash equivalents (17,737) (124,561) 163,656 (288,217) 106,824 Cash, cash equivalents, and restricted cash, beginning of year 135,443 260,004 96,348 163,656 (124,561) Cash, cash equivalents, and restricted cash, end of year $ 117,706 $ 135,443 $ 260,004 $ (124,561) (17,737)
Read it in 10-K Feb 12, 2026 at sec.gov
RewordedMD&A
The economy Significant uncertainty continues to face several issues within the macro-economic environment including inflation risk, high concerns over inflation, changing interest rates, new or higher tariffs and their impact on trade and prices, increases or decreases in federal government spending, and potentially worsening economic conditions, which presents risks for our business and our tenants.
Read it in 10-K Feb 12, 2026 at sec.gov
RewordedMD&A
For the year ended December 31, 2024, 2025, one property and two portions of properties were was moved from non-comparable comparable properties to comparable non-comparable properties, and two properties and one portion of a property were moved from acquisitions to comparable properties, and two three properties were removed from comparable properties, as we no longer own the properties, they were sold, compared to the designations as of December 31, 2023. 2024.
Read it in 10-K Feb 12, 2026 at sec.gov
RewordedMD&A
Cash Requirements by Period Total Next Twelve Months Greater than Twelve Months (In thousands) Fixed and variable rate debt (principal only) (1) $ 4,496,724 4,963,602 $ 848,130 655,595 $ 3,648,594 4,308,007 Fixed and variable rate debt - our share of unconsolidated real estate partnerships (principal only)(2) 62,467 34,877 27,590 62,384 378 62,006 Lease obligations (minimum rental payments) (3) 287,930 6,608 281,322 281,338 6,331 275,007 Redevelopments/capital expenditure contracts 252,365 228,394 23,971 314,158 238,613 75,545 Real estate commitments (4) 9,713 — 9,713 10,438 2,500 7,938 Total estimated cash requirements $ 5,109,199 5,631,920 $ 1,118,009 903,417 $ 3,991,190 4,728,503
Read it in 10-K Feb 12, 2026 at sec.gov
RewordedMD&A
(5)The maximum The weighted average amount drawn under our $1.25 billion revolving credit facility during 2024 of borrowings outstanding was $202.7 million $153.2 million, and the weighted average effective interest rate on borrowings under our revolving credit facility, rate, before amortization of debt fees, was 6.1%. 5.0%.
Read it in 10-K Feb 12, 2026 at sec.gov
RewordedMD&A
This decrease is primarily driven by lower employee compensation expense and higher amounts allocated to operations as a result of higher revenues, partially offset by a the $3.7 million one-time charge in 2024 related to the departure of an executive officer. officer, partially offset by higher employee compensation expense.
Read it in 10-K Feb 12, 2026 at sec.gov
RewordedMD&A
We specialize in the ownership, management, and redevelopment of high quality retail and mixed-use properties located primarily in communities where we believe demand exceeds supply, in strategically selected metropolitan markets in the Northeast and Mid-Atlantic regions of the United States, California, and South Florida. properties.
Read it in 10-K Feb 12, 2026 at sec.gov
RewordedMD&A
We believe that the actions we have taken to improve our maintain a strong financial position and maximize reinforce our liquidity will continue to mitigate the impact to our cash flow caused by tenants not timely paying contractual rent. negative short term impacts of the current economic environment.
Read it in 10-K Feb 12, 2026 at sec.gov

Sources

The two latest 10-Ks on EDGAR, section by section. Each change links to the text at sec.gov.

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New risk factors: paragraphs with nothing like them last year, quoted in full.

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