Sentences and paragraphs of FRT's Risk Factors and MD&A, 10-K 2026-02-12 against 10-K 2025-02-13.
Each links to the text at sec.gov.
Show the other 36
AddedMD&A
During the year ended December 31, 2025, we acquired the following properties:Date Acquired Property City/State Gross Leasable Area (GLA) Purchase Price
Read it in 10-K 2026-02-12 at sec.gov ↗
AddedMD&A
February 25, 2025 Del Monte Shopping Center Monterey, California 675,000 $123.5 (1)
Read it in 10-K 2026-02-12 at sec.gov ↗
AddedMD&A
July 1, 2025 Town Center Crossing and Town Center Plaza Leawood, Kansas 552,000 $289.0 (2)
Read it in 10-K 2026-02-12 at sec.gov ↗
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 2026-02-12 at sec.gov ↗
AddedMD&A
On January 9, 2025 and October 1, 2025 we repaid two mortgage loans at our Hoboken property totaling $4.3 million,at par.
Read it in 10-K 2026-02-12 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 2026-02-12 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 2026-02-12 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 2026-02-12 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 2026-02-12 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 2026-02-12 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 2026-02-12 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 2026-02-12 at sec.gov ↗
RemovedMD&A
stations in numerous properties throughout our portfolio. We currently have over 400 charging stations in operation with more under construction.
Read it in 10-K 2025-02-13 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 2025-02-13 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 2025-02-13 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 2025-02-13 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 2025-02-13 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 2025-02-13 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 2025-02-13 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 2025-02-13 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 2025-02-13 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 2025-02-13 at sec.gov ↗
RemovedMD&A
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 2025-02-13 at sec.gov ↗
RemovedMD&A
•an increase of $1.0 million from Escondido Promenade, which was reconsolidated in the second quarter of 2023 after we gained control of the property,
Read it in 10-K 2025-02-13 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 2026-02-12 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 2026-02-12 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 2026-02-12 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 2026-02-12 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 2026-02-12 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 2026-02-12 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 2026-02-12 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 2026-02-12 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 2026-02-12 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 2026-02-12 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 2026-02-12 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 2026-02-12 at sec.gov ↗