Urban Edge Properties 10-Q for FY2026 Q3
Urban Edge Properties (UE)
10-Q
2026-10-28
For: 2026-09-30
View Original
Added on
October 28, 2026
About this 10-Q
Urban Edge Properties filed this 10-Q on October 28, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Urban Edge Properties reported nine-month net income of $96.0 million and FFO applicable to diluted common shareholders of $159.5 million, up from $84.7 million and $141.2 million, respectively; third-quarter revenue was $119.6 million and occupancy was 96.4%. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $119.56M
- down 0.5% from $120.13M a year earlier
- Net income
- $51.44M
- up 244.4% from net income of $14.94M a year earlier
- Diluted EPS
- $0.41
- up 241.7% from $0.12 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
For the quarterly period ended September 30, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
For the transition period from __________to__________
Commission File Number: 001-36523 (Urban Edge Properties)
Commission File Number: 333-212951-01 (Urban Edge Properties LP)
(Exact name of Registrant as specified in its charter)
| (Urban Edge Properties) | ||||||||||||||
| (Urban Edge Properties LP) | ||||||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
| Registrant’s telephone number, including area code: | |||||||||||
| Securities registered pursuant to Section 12(b) of the Act: | |||||||||||
| Title of class | Trading symbol | Name of exchange on which registered | |||||||||
_______________________________
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Urban Edge Properties Yes x NO o Urban Edge Properties LP Yes x NO o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Urban Edge Properties Yes x NO o Urban Edge Properties LP Yes x NO o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Urban Edge Properties:
| x | Accelerated Filer | ☐ | Non-Accelerated Filer | ☐ | Smaller Reporting Company | Emerging Growth Company | |||||||||||||||||||||||
Urban Edge Properties LP:
| Large Accelerated Filer | ☐ | Accelerated Filer | ☐ | x | Smaller Reporting Company | Emerging Growth Company | |||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Urban Edge Properties o Urban Edge Properties LP o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Urban Edge Properties YES ☐ NO x Urban Edge Properties LP YES ☐ NO x
As of October 23, 2026, Urban Edge Properties had 126,259,755 common shares outstanding.
URBAN EDGE PROPERTIES AND URBAN EDGE PROPERTIES LP
QUARTERLY REPORT ON FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 2026
TABLE OF CONTENTS
| Item 1. | Financial Statements | |||||||||||||
| Consolidated Financial Statements of Urban Edge Properties: | ||||||||||||||
| Consolidated Balance Sheets as of September 30, 2026 (unaudited) and December 31, 2025 | ||||||||||||||
| Consolidated Statements of Income and Comprehensive Income for the Three and Nine Months Ended September 30, 2026 and 2025 (unaudited) | ||||||||||||||
| Consolidated Statements of Changes in Equity for the Three and Nine Months Ended September 30, 2026 and 2025 (unaudited) | ||||||||||||||
| Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2026 and 2025 (unaudited) | ||||||||||||||
| Consolidated Financial Statements of Urban Edge Properties LP: | ||||||||||||||
| Consolidated Balance Sheets as of September 30, 2026 (unaudited) and December 31, 2025 | ||||||||||||||
| Consolidated Statements of Income and Comprehensive Income for the Three and Nine Months Ended September 30, 2026 and 2025 (unaudited) | ||||||||||||||
| Consolidated Statements of Changes in Equity for the Three and Nine Months Ended September 30, 2026 and 2025 (unaudited) | ||||||||||||||
| Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2026 and 2025 (unaudited) | ||||||||||||||
| Urban Edge Properties and Urban Edge Properties LP | ||||||||||||||
| Notes to Consolidated Financial Statements (unaudited) | ||||||||||||||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | |||||||||||||
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | |||||||||||||
| Item 4. | Controls and Procedures | |||||||||||||
| PART II | ||||||||||||||
| Item 1. | Legal Proceedings | |||||||||||||
| Item 1A. | Risk Factors | |||||||||||||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | |||||||||||||
| Item 3. | Defaults Upon Senior Securities | |||||||||||||
| Item 4. | Mine Safety Disclosures | |||||||||||||
| Item 5. | Other Information | |||||||||||||
| Item 6. | Exhibits | |||||||||||||
| Signatures | ||||||||||||||
EXPLANATORY NOTE
This report combines the quarterly reports on Form 10-Q for the period ended September 30, 2026 of Urban Edge Properties and Urban Edge Properties LP. Unless stated otherwise or the context otherwise requires, references to “UE”, “Urban Edge” and “the REIT” mean Urban Edge Properties, a Maryland real estate investment trust (“REIT”), and references to “UELP” and the “Operating Partnership” mean Urban Edge Properties LP, a Delaware limited partnership. References to the “Company,” “we,” “us” and “our” mean collectively UE, UELP and those entities/subsidiaries consolidated by UE.
UELP is the entity through which we conduct substantially all of our business and own, either directly or through subsidiaries, substantially all of our assets. UE is the sole general partner and also a limited partner of UELP. As the sole general partner of UELP, UE has exclusive control of UELP’s day-to-day management.
As of September 30, 2026, UE owned an approximate 94.7% interest in UELP. The remaining approximate 5.3% interest is owned by other limited partners. The other limited partners of UELP are members of management, our Board of Trustees and contributors of property interests acquired. Under the limited partnership agreement of UELP, unitholders may present their common units of UELP for redemption at any time (subject to restrictions agreed upon at the time of issuance of the units that may restrict such right for a period of time). Upon presentation of a common unit for redemption, UELP must redeem the unit for cash equal to the then value of a share of UE’s common shares, as defined by the limited partnership agreement. In lieu of cash redemption by UELP, however, UE may elect to acquire any common units so tendered by issuing common shares of UE in exchange for the common units. If UE so elects, its common shares will be exchanged for common units on a one-for-one basis. This one-for-one exchange ratio is subject to specified adjustments to prevent dilution. UE generally expects that it will elect to issue its common shares in connection with each such presentation for redemption rather than having UELP pay cash. With each such exchange or redemption, UE’s percentage ownership in UELP will increase. In addition, whenever UE issues common shares other than to acquire common units of UELP, UE must contribute any net proceeds it receives to UELP and UELP must issue to UE an equivalent number of common units of UELP. This structure is commonly referred to as an umbrella partnership REIT, or UPREIT.
The Company believes that combining the quarterly reports on Form 10-Q of UE and UELP into this single report provides the following benefits:
•Enhances investors’ understanding of UE and UELP by enabling investors to view the business as a whole in the same manner as management views and operates the business;
•Eliminates duplicative disclosure and provides a more streamlined and readable presentation because a substantial portion of the disclosure applies to both UE and UELP; and
•Creates time and cost efficiencies throughout the preparation of one combined report instead of two separate reports.
Management operates Urban Edge Properties and the Operating Partnership as one business. The management of Urban Edge Properties consists of the same individuals as the management of the Operating Partnership. These individuals are officers of Urban Edge Properties and employees of the Operating Partnership.
The Company believes it is important to understand the few differences between UE and UELP in the context of how UE and UELP operate as a consolidated company. The financial results of UELP are consolidated into the financial statements of UE. UE does not have any other significant assets, liabilities or operations, other than its investment in UELP, nor does it have employees of its own. UELP, not UE, generally executes all significant business relationships other than transactions involving the securities of UE. UELP holds substantially all of the assets of UE and retains the ownership interests in the Company's joint ventures. UELP conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for the net proceeds from equity offerings by UE, which are contributed to the capital of UELP in exchange for units of limited partnership in UELP, as applicable, UELP generates all remaining capital required by the Company’s business. These sources may include working capital, net cash provided by operating activities, borrowings under its unsecured line of credit and term loans, the issuance of secured and unsecured debt and equity securities and proceeds received from the disposition of certain properties.
Shareholders’ equity, partners’ capital and noncontrolling interests (“NCI”) are the main areas of difference between the consolidated financial statements of UE and UELP. The limited partners of UELP are accounted for as partners’ capital in UELP’s financial statements and as noncontrolling interests in UE’s financial statements. The noncontrolling interests in UELP’s financial statements include the interests of unaffiliated partners in consolidated entities. The noncontrolling interests in UE’s financial statements include the same noncontrolling interests at UELP’s level and limited partners of UELP. The differences between shareholders’ equity and partners’ capital result from differences in the equity issued at UE and UELP levels.
To help investors better understand the key differences between UE and UELP, certain information for UE and UELP in this report has been separated, as set forth below: Item 1. Financial Statements (unaudited), which includes specific disclosures for UE and UELP, Note 14, Equity and Noncontrolling Interest and Note 16, Earnings Per Share and Unit.
This report also includes separate Part I, Item 4. Controls and Procedures sections and separate Exhibits 31 and 32 certifications for each of UE and UELP in order to establish that the requisite certifications have been made and that UE and UELP are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934 and 18 U.S.C. §1350.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
URBAN EDGE PROPERTIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except share and per share amounts)
| September 30, | December 31, | ||||||||||
| 2026 | 2025 | ||||||||||
| ASSETS | |||||||||||
| Real estate, at cost: | |||||||||||
| Land | $ | $ | |||||||||
| Buildings and improvements | |||||||||||
| Construction in progress | |||||||||||
| Furniture, fixtures and equipment | |||||||||||
| Total | |||||||||||
| Accumulated depreciation and amortization | ( | ( | |||||||||
| Real estate, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Cash and cash equivalents | |||||||||||
| Restricted cash | |||||||||||
| Tenant and other receivables | |||||||||||
| Receivables arising from the straight-lining of rents | |||||||||||
Identified intangible assets, net of accumulated amortization of $ | |||||||||||
Deferred leasing costs, net of accumulated amortization of $ | |||||||||||
| Prepaid expenses and other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Liabilities: | |||||||||||
| Mortgages payable, net | $ | $ | |||||||||
| Unsecured line of credit | |||||||||||
| Operating lease liabilities | |||||||||||
| Accounts payable, accrued expenses and other liabilities | |||||||||||
Identified intangible liabilities, net of accumulated amortization of $ | |||||||||||
| Total liabilities | |||||||||||
| Shareholders’ equity: | |||||||||||
Common shares: $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated other comprehensive income (loss) | ( | ||||||||||
| Accumulated earnings | |||||||||||
| Noncontrolling interests: | |||||||||||
| Operating partnership | |||||||||||
| Consolidated subsidiaries | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
See notes to consolidated financial statements (unaudited).
1
URBAN EDGE PROPERTIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)
(In thousands, except per share amounts)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| REVENUE | |||||||||||||||||||||||
| Rental revenue | $ | $ | $ | $ | |||||||||||||||||||
| Other income | |||||||||||||||||||||||
| Total revenue | |||||||||||||||||||||||
| EXPENSES | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Real estate taxes | |||||||||||||||||||||||
| Property operating | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Lease expense | |||||||||||||||||||||||
| Other expense | |||||||||||||||||||||||
| Total expenses | |||||||||||||||||||||||
| Gain on sale of real estate | |||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Interest and debt expense | ( | ( | ( | ( | |||||||||||||||||||
| (Loss) gain on extinguishment of debt | ( | ||||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income tax expense | ( | ( | ( | ( | |||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Less net (income) loss attributable to NCI in: | |||||||||||||||||||||||
| Operating partnership | ( | ( | ( | ( | |||||||||||||||||||
| Consolidated subsidiaries | |||||||||||||||||||||||
| Net income attributable to common shareholders | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per common share - Basic: | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per common share - Diluted: | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average shares outstanding - Basic | |||||||||||||||||||||||
| Weighted average shares outstanding - Diluted | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Effective portion of change in fair value of derivatives | ( | ( | |||||||||||||||||||||
| Comprehensive income | |||||||||||||||||||||||
| Less comprehensive (income) loss attributable to NCI in: | |||||||||||||||||||||||
| Operating partnership | ( | ( | |||||||||||||||||||||
| Less net (income) loss attributable to NCI in: | |||||||||||||||||||||||
| Operating partnership | ( | ( | ( | ( | |||||||||||||||||||
| Consolidated subsidiaries | |||||||||||||||||||||||
| Comprehensive income attributable to common shareholders | $ | $ | $ | $ | |||||||||||||||||||
See notes to consolidated financial statements (unaudited).
2
URBAN EDGE PROPERTIES
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(Unaudited)
(In thousands, except share and per share amounts)
| Common Shares | Noncontrolling Interests (“NCI”) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Earnings (Deficit) | Operating Partnership | Consolidated Subsidiaries | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to common shareholders | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) attributable to NCI | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Limited partnership interests: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Units redeemed for common shares | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Reallocation of noncontrolling interests | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Common shares issued, net | — | ( | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
Dividends to common shareholders ($ | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
Distributions to redeemable NCI ($ | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Contributions from noncontrolling interests | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of LTIP Units | — | — | ( | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Common Shares | Noncontrolling Interests (“NCI”) | ||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Additional Paid-In Capital | Accumulated Other Comprehensive Income | Accumulated Earnings (Deficit) | Operating Partnership | Consolidated Subsidiaries | Total Equity | ||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Net income attributable to common shareholders | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Net income (loss) attributable to NCI | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Limited partnership interests: | |||||||||||||||||||||||||||||||||||||||||||||||
| Units redeemed for common shares | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||
| Reallocation of noncontrolling interests | — | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||
| Common shares issued, net | ( | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
Dividends to common shareholders ($ | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
Distributions to redeemable NCI ($ | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of LTIP Units | — | — | ( | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2026 | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
See notes to consolidated financial statements (unaudited).
3
| Common Shares | Noncontrolling Interests (“NCI”) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Earnings (Deficit) | Operating Partnership | Consolidated Subsidiaries | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to common shareholders | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) attributable to NCI | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Limited partnership interests: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Units redeemed for common shares | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Reallocation of noncontrolling interests | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Common shares issued, net | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Dividends to common shareholders ($ | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
Distributions to redeemable NCI ($ | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Contributions from NCI | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of LTIP Units | — | — | ( | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Share-based awards retained for taxes | ( | — | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Common Shares | Noncontrolling Interests (“NCI”) | ||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Additional Paid-In Capital | Accumulated Other Comprehensive (Loss) Income | Accumulated Earnings (Deficit) | Operating Partnership | Consolidated Subsidiaries | Total Equity | ||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Net income attributable to common shareholders | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Net income (loss) attributable to NCI | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Limited partnership interests: | |||||||||||||||||||||||||||||||||||||||||||||||
| Units redeemed for common shares | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||
| Reallocation of noncontrolling interests | — | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||
| Common shares issued, net | — | ( | — | — | |||||||||||||||||||||||||||||||||||||||||||
Dividends to common shareholders ($ | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
Distributions to redeemable NCI ($ | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Contributions from NCI | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of LTIP Units | — | — | ( | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Share-based awards retained for taxes | ( | — | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2026 | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
See notes to consolidated financial statements (unaudited).
4
URBAN EDGE PROPERTIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Gain on sale of real estate | ( | ( | |||||||||
| Loss (gain) on extinguishment of debt | ( | ||||||||||
| Amortization of deferred financing costs and premiums/discounts on debt obligations | |||||||||||
| Amortization of above and below market leases, net | ( | ( | |||||||||
| Amortization of lease incentives | |||||||||||
| Noncash lease expense | |||||||||||
| Straight-lining of rent | ( | ( | |||||||||
| Share-based compensation expense | |||||||||||
| Rental revenue deemed uncollectible | |||||||||||
| Change in operating assets and liabilities: | |||||||||||
| Tenant and other receivables | ( | ||||||||||
| Deferred leasing costs | ( | ( | |||||||||
| Prepaid expenses and other assets | |||||||||||
| Lease liabilities | ( | ( | |||||||||
| Accounts payable, accrued expenses and other liabilities | |||||||||||
| Net cash provided by operating activities | |||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||||
| Real estate development and capital improvements | ( | ( | |||||||||
| Acquisitions of real estate | ( | ( | |||||||||
| Acquisitions of leasehold interest | ( | ||||||||||
| Proceeds from sale of real estate | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||||
| Proceeds from mortgage loan borrowings | |||||||||||
| Borrowings from unsecured line of credit | |||||||||||
| Contributions from noncontrolling interests | |||||||||||
| Costs related to the issuance of common shares | ( | ( | |||||||||
| Taxes withheld for vested restricted shares | ( | ( | |||||||||
| Distributions to redeemable noncontrolling interests | ( | ( | |||||||||
| Debt issuance costs | ( | ( | |||||||||
| Debt repayments | ( | ( | |||||||||
| Dividends to common shareholders | ( | ( | |||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||
| Net increase in cash and cash equivalents and restricted cash | |||||||||||
| Cash and cash equivalents and restricted cash at beginning of period | |||||||||||
| Cash and cash equivalents and restricted cash at end of period | $ | $ | |||||||||
See notes to consolidated financial statements (unaudited).
5
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | |||||||||||
Cash payments for interest, net of amounts capitalized of $ | $ | $ | |||||||||
| Cash payments for income taxes | |||||||||||
| NON-CASH INVESTING AND FINANCING ACTIVITIES | |||||||||||
| Debt assumed by buyer in connection with disposition of real estate | |||||||||||
| Accrued capital expenditures included in accounts payable and accrued expenses | |||||||||||
| Write-off of fully depreciated assets | |||||||||||
| Issuance of LTIP Units | |||||||||||
| Issuance of note receivable used as capital contribution from noncontrolling interests | |||||||||||
| RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | |||||||||||
| Cash and cash equivalents at beginning of period | $ | $ | |||||||||
| Restricted cash at beginning of period | |||||||||||
| Cash and cash equivalents and restricted cash at beginning of period | $ | $ | |||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
| Restricted cash at end of period | |||||||||||
| Cash and cash equivalents and restricted cash at end of period | $ | $ | |||||||||
See notes to consolidated financial statements (unaudited).
6
URBAN EDGE PROPERTIES LP
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except unit amounts)
| September 30, | December 31, | ||||||||||
| 2026 | 2025 | ||||||||||
| ASSETS | |||||||||||
| Real estate, at cost: | |||||||||||
| Land | $ | $ | |||||||||
| Buildings and improvements | |||||||||||
| Construction in progress | |||||||||||
| Furniture, fixtures and equipment | |||||||||||
| Total | |||||||||||
| Accumulated depreciation and amortization | ( | ( | |||||||||
| Real estate, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Cash and cash equivalents | |||||||||||
| Restricted cash | |||||||||||
| Tenant and other receivables | |||||||||||
| Receivables arising from the straight-lining of rents | |||||||||||
Identified intangible assets, net of accumulated amortization of $ | |||||||||||
Deferred leasing costs, net of accumulated amortization of $ | |||||||||||
| Prepaid expenses and other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Liabilities: | |||||||||||
| Mortgages payable, net | $ | $ | |||||||||
| Unsecured line of credit | |||||||||||
| Operating lease liabilities | |||||||||||
| Accounts payable, accrued expenses and other liabilities | |||||||||||
Identified intangible liabilities, net of accumulated amortization of $ | |||||||||||
| Total liabilities | |||||||||||
| Equity: | |||||||||||
| Partners’ capital: | |||||||||||
General partner: | |||||||||||
Limited partners: | |||||||||||
| Accumulated other comprehensive income (loss) | ( | ||||||||||
| Accumulated earnings | |||||||||||
| Total partners’ capital | |||||||||||
| Noncontrolling interest in consolidated subsidiaries | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
See notes to consolidated financial statements (unaudited).
7
URBAN EDGE PROPERTIES LP
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)
(In thousands, except per unit amounts)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| REVENUE | |||||||||||||||||||||||
| Rental revenue | $ | $ | $ | $ | |||||||||||||||||||
| Other income | |||||||||||||||||||||||
| Total revenue | |||||||||||||||||||||||
| EXPENSES | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Real estate taxes | |||||||||||||||||||||||
| Property operating | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Lease expense | |||||||||||||||||||||||
| Other expense | |||||||||||||||||||||||
| Total expenses | |||||||||||||||||||||||
| Gain on sale of real estate | |||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Interest and debt expense | ( | ( | ( | ( | |||||||||||||||||||
| (Loss) gain on extinguishment of debt | ( | ||||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income tax expense | ( | ( | ( | ( | |||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Less net loss attributable to NCI in consolidated subsidiaries | |||||||||||||||||||||||
| Net income attributable to unitholders | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per unit - Basic: | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per unit - Diluted: | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average units outstanding - Basic | |||||||||||||||||||||||
| Weighted average units outstanding - Diluted | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Effective portion of change in fair value of derivatives | ( | ( | |||||||||||||||||||||
| Comprehensive income | |||||||||||||||||||||||
| Less net loss attributable to NCI in consolidated subsidiaries | |||||||||||||||||||||||
| Comprehensive income attributable to unitholders | $ | $ | $ | $ | |||||||||||||||||||
See notes to consolidated financial statements (unaudited).
8
URBAN EDGE PROPERTIES LP
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(Unaudited)
(In thousands, except unit and per unit amounts)
| Total Shares | General Partner | Total Units | Limited Partners(1) | Accumulated Other Comprehensive Loss | Accumulated Earnings (Deficit) | NCI in Consolidated Subsidiaries | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to unitholders | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Net loss attributable to NCI | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Common units issued as a result of common shares issued by Urban Edge, net | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Equity redemption of OP units | ( | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Reallocation of noncontrolling interests | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
Distributions to Partners ($ | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Contributions from noncontrolling interests | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of LTIP Units | — | ( | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
(1) Limited partners had a 5.1 % common limited partnership interest in the Operating Partnership as of September 30, 2025 in the form of Operating Partnership Units (“OP Units”) and Long-Term Incentive Plan Units (“LTIP Units”).
| Total Shares | General Partner | Total Units | Limited Partners(2) | Accumulated Other Comprehensive Income | Accumulated Earnings (Deficit) | NCI in Consolidated Subsidiaries | Total Equity | ||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
| Net income attributable to unitholders | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Net loss attributable to NCI | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Common units issued as a result of common shares issued by Urban Edge, net | ( | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Equity redemption of OP Units | ( | ( | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Reallocation of noncontrolling interests | — | — | ( | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Distributions to Partners ($ | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of LTIP Units | — | ( | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2026 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
(2) Limited partners had a 5.3 % common limited partnership interest in the Operating Partnership as of September 30, 2026 in the form of OP Units and LTIP Units.
See notes to consolidated financial statements (unaudited).
9
| Total Shares | General Partner | Total Units | Limited Partners(1) | Accumulated Other Comprehensive Income (Loss) | Accumulated Earnings (Deficit) | NCI in Consolidated Subsidiaries | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to unitholders | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Net loss attributable to NCI | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Common units issued as a result of common shares issued by Urban Edge, net | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Equity redemption of OP Units | ( | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Reallocation of noncontrolling interests | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
Distributions to Partners ($ | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Contributions from NCI | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of LTIP Units | — | ( | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Share-based awards retained for taxes | ( | ( | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
(1) Limited partners had a 5.1 % common limited partnership interest in the Operating Partnership as of September 30, 2025 in the form of OP Units and LTIP Units.
| Total Shares | General Partner | Total Units | Limited Partners(2) | Accumulated Other Comprehensive (Loss) Income | Accumulated Earnings (Deficit) | NCI in Consolidated Subsidiaries | Total Equity | ||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Net income attributable to unitholders | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Net loss attributable to NCI | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Common units issued as a result of common shares issued by Urban Edge, net | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||
| Equity redemption of OP Units | ( | ( | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Reallocation of noncontrolling interests | — | — | ( | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Distributions to Partners ($ | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Contributions from NCI | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of LTIP Units | — | ( | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Share-based awards retained for taxes | ( | ( | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2026 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
(2) Limited partners had a 5.3 % common limited partnership interest in the Operating Partnership as of September 30, 2026 in the form of OP Units and LTIP Units.
See notes to consolidated financial statements (unaudited).
10
URBAN EDGE PROPERTIES LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Gain on sale of real estate | ( | ( | |||||||||
| Loss (gain) on extinguishment of debt | ( | ||||||||||
| Amortization of deferred financing costs and premiums/discounts on debt obligations | |||||||||||
| Amortization of above and below market leases, net | ( | ( | |||||||||
| Amortization of lease incentives | |||||||||||
| Noncash lease expense | |||||||||||
| Straight-lining of rent | ( | ( | |||||||||
| Share-based compensation expense | |||||||||||
| Rental revenue deemed uncollectible | |||||||||||
| Change in operating assets and liabilities: | |||||||||||
| Tenant and other receivables | ( | ||||||||||
| Deferred leasing costs | ( | ( | |||||||||
| Prepaid expenses and other assets | |||||||||||
| Lease liabilities | ( | ( | |||||||||
| Accounts payable, accrued expenses and other liabilities | |||||||||||
| Net cash provided by operating activities | |||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||||
| Real estate development and capital improvements | ( | ( | |||||||||
| Acquisitions of real estate | ( | ( | |||||||||
| Acquisitions of leasehold interest | ( | ||||||||||
| Proceeds from sale of real estate | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||||
| Proceeds from mortgage loan borrowings | |||||||||||
| Borrowings from unsecured line of credit | |||||||||||
| Contributions from noncontrolling interests | |||||||||||
| Costs related to the issuance of common shares | ( | ( | |||||||||
| Taxes withheld for vested restricted units | ( | ( | |||||||||
| Debt issuance costs | ( | ( | |||||||||
| Debt repayments | ( | ( | |||||||||
| Distributions to partners | ( | ( | |||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||
| Net increase in cash and cash equivalents and restricted cash | |||||||||||
| Cash and cash equivalents and restricted cash at beginning of period | |||||||||||
| Cash and cash equivalents and restricted cash at end of period | $ | $ | |||||||||
See notes to consolidated financial statements (unaudited).
11
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | |||||||||||
Cash payments for interest, net of amounts capitalized of $ | $ | $ | |||||||||
| Cash payments for income taxes | |||||||||||
| NON-CASH INVESTING AND FINANCING ACTIVITIES | |||||||||||
| Debt assumed by buyer in connection with disposition of real estate | |||||||||||
| Accrued capital expenditures included in accounts payable and accrued expenses | |||||||||||
| Write-off of fully depreciated assets | |||||||||||
| Issuance of LTIP Units | |||||||||||
| Issuance of note receivable used as capital contribution from noncontrolling interests | |||||||||||
| RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | |||||||||||
| Cash and cash equivalents at beginning of period | $ | $ | |||||||||
| Restricted cash at beginning of period | |||||||||||
| Cash and cash equivalents and restricted cash at beginning of period | $ | $ | |||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
| Restricted cash at end of period | |||||||||||
| Cash and cash equivalents and restricted cash at end of period | $ | $ | |||||||||
See notes to consolidated financial statements (unaudited).
12
URBAN EDGE PROPERTIES AND URBAN EDGE PROPERTIES LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1.ORGANIZATION
Urban Edge Properties (“UE”, “Urban Edge” or the “Company”) (NYSE: UE) is a Maryland real estate investment trust focused on owning, managing, acquiring, developing, and redeveloping retail real estate in urban communities, primarily in the Washington, D.C. to Boston corridor. Urban Edge Properties LP (“UELP” or the “Operating Partnership”) is a Delaware limited partnership formed to serve as UE’s majority-owned partnership subsidiary and to own, through affiliates, all of the Company’s real estate properties and other assets. Unless the context otherwise requires, references to “we”, “us” and “our” refer to Urban Edge Properties and UELP and their consolidated entities/subsidiaries.
The Operating Partnership’s capital includes general and common limited partnership interests in the Operating Partnership (“OP Units”). As of September 30, 2026, Urban Edge owned approximately 94.7 % of the outstanding common OP Units with the remaining limited OP Units held by members of management, Urban Edge’s Board of Trustees, and contributors of property interests acquired. Urban Edge serves as the sole general partner of the Operating Partnership. The third-party unitholders have limited rights over the Operating Partnership such that they do not have characteristics of a controlling financial interest. As such, the Operating Partnership is considered a variable interest entity (“VIE”), and the Company is the primary beneficiary which consolidates it. The Company’s only investment is the Operating Partnership. The VIE’s assets can be used for purposes other than the settlement of the VIE’s obligations and the Company’s partnership interest is considered a majority voting interest.
As of September 30, 2026, our portfolio consisted of 70 shopping centers, two outlet centers and two malls totaling approximately 16.0 million square feet (“sf”), which is inclusive of a 95 % controlling interest in our property in Walnut Creek, CA (Mt. Diablo), and an 82.5 % controlling interest in Sunrise Mall, in Massapequa, NY.
2.BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions of Form 10-Q. Certain information and footnote disclosures included in our annual financial statements have been condensed or omitted. In the opinion of management, the consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position of the Company and the Operating Partnership and the results of operations and cash flows for the interim periods presented. Operating results for the three and nine months ended September 30, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2026. Accordingly, these consolidated financial statements should be read in conjunction with our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission (the “SEC”).
In accordance with ASC 205 Presentation of Financial Statements, certain prior year balances have been reclassified in order to conform to the current period presentation.
The consolidated balance sheets as of September 30, 2026 and December 31, 2025 reflect the consolidation of wholly-owned subsidiaries and those entities in which we have a controlling financial interest. As of September 30, 2026 and December 31, 2025, excluding the Operating Partnership, we consolidated two VIEs with total assets of $48.7 million and $43.5 million, respectively, and total liabilities of $5.6 million and $9.5 million, respectively. The consolidated statements of income and comprehensive income for the three and nine months ended September 30, 2026 and 2025, include the consolidated accounts of the Company, the Operating Partnership and the two
Our primary business is the ownership, management, acquisition, development, and redevelopment of retail shopping centers and malls. We do not distinguish our primary business or group our operations on a geographical basis for purposes of measuring performance and allocating resources. The Company’s Chief Operating Decision Maker (“CODM”) reviews operating and financial information at the individual operating segment. We aggregate all of our properties into a single reportable segment due to their similarities with regard to the nature and economics of the properties, tenants and operations, as well as long-term average financial performance. Refer to Note 17, Segment Reporting in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information regarding reportable segments.
None of our tenants accounted for more than 10% of our total revenues as of September 30, 2026.
13
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Real Estate — Real estate is carried at cost, net of accumulated depreciation and amortization. Expenditures for ordinary maintenance and repairs are expensed to operations as they are incurred. Significant renovations that improve or extend the useful lives of assets are capitalized. As real estate is undergoing redevelopment activities, all property operating expenses directly associated with and attributable to the redevelopment, including interest, are capitalized to the extent the capitalized costs of the property do not exceed the estimated fair value of the property when completed. If the cost of the redeveloped property, including the net book value of the existing property, exceeds the estimated fair value of redeveloped property, the excess is charged to impairment expense. The capitalization period begins when redevelopment activities are under way and ends when the project is substantially complete and ready for its intended use. Depreciation is recognized on a straight-line basis over estimated useful lives which range from to 40 years.
Upon the acquisition of real estate, we assess the fair value of acquired assets (including land, buildings and improvements, identified intangibles, such as acquired above and below-market leases, acquired in-place leases and tenant relationships) and assumption of liabilities and we allocate the purchase price based on these assessments on a relative fair value basis. We assess fair value based on estimated cash flow projections utilizing appropriate discount and capitalization rates, and available market information, including market-based rental revenues. Estimates of future cash flows are based on a number of factors including historical operating results, known trends, and market/economic conditions. We record acquired intangible assets (including acquired above-market leases, acquired in-place leases and tenant relationships) and acquired intangible liabilities (including below-market leases) at their estimated fair value. 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.
Our properties and development projects are individually evaluated for impairment quarterly and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Such events and changes include macroeconomic conditions, operating performance, and environmental and regulatory changes, which may result in property operational disruption and could indicate that the carrying amount 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 measured based on the excess of the property’s carrying amount over its estimated fair value. Estimated fair value may be based on discounted future cash flows utilizing appropriate discount and capitalization rates, future market rental rates and, in addition to available market information, third-party appraisals, broker selling estimates or sale agreements under negotiation. Impairment assessments are based on our current plans, intended holding periods and available market information at the time the assessments are prepared. If our estimates of the projected future cash flows change based on uncertain market conditions, our evaluation of impairment losses may be different and such differences could be material to our consolidated financial statements.
Real estate assets to be sold are reported at the lower of their carrying value or estimated fair value less costs to sell and are classified as real estate held for sale and included in prepaid expenses and other assets on the Company’s consolidated balance sheets. If the estimated fair value less costs to sell is less than the carrying value, the difference will be recorded as an impairment charge and included in real estate impairment loss on the consolidated statements of income and comprehensive income. Once a real estate asset is classified as held for sale, depreciation expense is no longer recorded.
The Company classifies real estate assets as held for sale in the period in which all of the following conditions are met: (i) the Company commits to a plan and has the authority to sell the asset; (ii) the asset is available for sale in its current condition; (iii) the Company has initiated an active marketing plan to locate a buyer for the asset; (iv) the sale of the asset is both probable and expected to qualify for full sales recognition within a period of 12 months; (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (vi) the Company does not anticipate changes to its plan to sell the asset or that the plan will be withdrawn.
Tenant and Other Receivables and Changes in Collectibility Assessment — Tenant receivables include unpaid amounts billed to tenants, disputed enforceable charges and accrued revenues for future billings to tenants for property expenses. We evaluate the collectibility of amounts due from tenants and disputed enforceable charges on both a lease-by-lease and a portfolio-level basis, which result from the inability of tenants to make required payments under their operating lease agreements. We recognize changes in the collectibility assessment of these operating leases as adjustments to rental revenue in accordance with ASC 842 Leases. Management exercises judgment in assessing collectibility and considers payment history, current credit status and publicly available information about the financial condition of the tenant, among other factors. Tenant receivables, and receivables arising from the straight-lining of rents are written-off directly when management deems the collectibility of substantially all future lease payments from a specific lease is not probable, at which point, the Company will begin recognizing revenue from such leases prospectively, based on actual amounts received. This write-off effectively reduces cumulative non-cash rental income recognized from the straight-lining of rents since lease commencement. If the Company subsequently
14
determines that it is probable it will collect substantially all of the lessee’s remaining lease payments under the lease term, the Company will reinstate the receivables balance, including those arising from the straight-lining of rents.
Recently Issued Accounting Literature
The following table provides a brief description of recently issued Accounting Standards Updates (“ASUs”) and the expected impact on the Company’s consolidated financial statements:
| Standard | Description | Date of adoption | Effect on the consolidated financial statements or other significant matters | |||||||||||||||||
| Recently adopted: | ||||||||||||||||||||
ASU 2023-09 Income Tax (Topic 740): Improvements to Income Tax Disclosures | Requires public business entities to provide additional information related to tax rate reconciliations, disaggregation of income taxes paid, and other disclosures. | December 31, 2025 | The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements other than additional annual disclosure. | |||||||||||||||||
| Recently issued: | ||||||||||||||||||||
ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (Subtopic 220-40): Disaggregation of Income Statement Expenses | Requires public business entities to provide disaggregation of relevant expense captions if they contain certain natural expense categories including purchases of inventory, employee compensation, depreciation, and intangible asset amortization. | Fiscal years beginning January 1, 2027 and interim periods for fiscal years beginning January 1, 2028 | The Company has evaluated the impact of this ASU and we do not expect it to have a material impact on the Company’s consolidated financial statements other than enhanced disclosure. The Company will adopt the required disclosures in its Annual Report on Form 10-K for the year ended December 31, 2027. The ASU is to be applied prospectively with a retrospective option. Early adoption is permitted. | |||||||||||||||||
Any other recently issued accounting standards or pronouncements not disclosed above have been excluded as they are not relevant to the Company or the Operating Partnership, or they are not expected to have a material impact on our consolidated financial statements or disclosures.
4. ACQUISITIONS AND DISPOSITIONS
Acquisitions
During the nine months ended September 30, 2026, the Company closed on the following acquisitions:
| Date Purchased | Property Name | City | State | Square Feet | Purchase Price(1) (in thousands) | |||||||||||||||||||||||||||
| March 30, 2026 | The Village at Bridgewater Commons | Bridgewater | NJ | $ | ||||||||||||||||||||||||||||
| July 17, 2026 | The Shops at West Falls Church | Falls Church | VA | |||||||||||||||||||||||||||||
| 2026 Total | $ | |||||||||||||||||||||||||||||||
(1) The total purchase price for the properties acquired during the nine months ended September 30, 2026 includes $0.1 million of transaction costs, net of credits.
On March 30, 2026, the Company closed on the acquisition of The Village at Bridgewater Commons, located in Bridgewater, NJ, for a purchase price of $54.3 million, including credits net of transaction costs. The center comprises 92,000 sf and the acquisition was funded using cash on hand.
On July 17, 2026, the Company closed on the acquisition of The Shops at West Falls Church, located in Falls Church, VA, for a purchase price of $40.5 million, including transaction costs. The grocery-anchored center comprises 85,000 sf and the acquisition was funded using proceeds from the Company’s unsecured line of credit.
No acquisitions were completed by the Company during the nine months ended September 30, 2025.
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The aggregate purchase prices of the above property acquisitions have been allocated as follows:
| (amounts in thousands) Property Name | Land | Buildings and Improvements | Identified Intangible Assets(1) | Identified Intangible Liabilities(1) | Total Purchase Price | ||||||||||||||||||||||||||||||||||||||||||||||||
| The Village at Bridgewater Commons | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| The Shops at West Falls Church | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 Total | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||
(1) As of September 30, 2026, the remaining weighted average amortization periods of the identified intangible assets and identified intangible liabilities acquired in 2026 were 5.9 years and 11.4 years, respectively.
On May 21, 2026, the Company entered into a purchase and sale agreement (“PSA”) with the ground lessor of certain ground leased premises at Shoppers World in Framingham, MA, to acquire its interest in the ground lease, allowing the Company to take over as lessor for the underlying tenant. Under the terms of the PSA, the Company agreed to pay $10.7 million, including transaction costs, which was paid on June 25, 2026.
On October 14, 2026, the Company closed on the acquisition of Regency Court, located in Boca Raton, FL, for a gross purchase price of $90.3 million. The grocery-anchored center comprises 140,000 sf and the acquisition was funded with borrowings from the Company’s unsecured line of credit and mortgage proceeds from a loan modification.
Dispositions
During the nine months ended September 30, 2026, the Company disposed of one property, receiving proceeds of $26.4 million, net of selling costs, resulting in a $36 million gain on sale of real estate.
On September 2, 2026, the Company completed the sale of Briarcliff Commons, located in Morris Plains, NJ, for a gross sales price of $60.5 million and recognized a gain on sale of real estate of $36 million. The outstanding $30 million mortgage encumbering the property was assumed by the buyer at closing. The sale was structured as part of a reverse Section 1031 exchange with the acquisition of The Village at Bridgewater Commons which closed on March 30, 2026 and the purchase of a lessor position at Shoppers World which closed on June 25, 2026, allowing for the deferral of capital gains resulting from the sale for income tax purposes.
As of September 30, 2026, the Company is under contract to sell a parcel of its Sunrise Mall property, located in Massapequa, NY, for a price of $75.9 million. The transaction is subject to certain closing conditions and regulatory approvals. The property does not meet the criteria to be classified as held for sale as of September 30, 2026.
During the nine months ended September 30, 2025, the Company disposed of two properties and one property parcel and received proceeds of $64.5 million, net of selling costs, resulting in a $49.7 million gain on sale of real estate.
On June 23, 2025, the Company completed the sale of MacDade Commons, located in Glenolden, PA, for a gross sales price of $18.0 million and recognized a gain on sale of real estate of $16.1 million. The sale was structured as part of a forward Section 1031 exchange with the acquisition of Brighton Mills which closed on October 23, 2025, allowing for the deferral of capital gains resulting from the sale for income tax purposes.
On June 9, 2025, the Company completed the sale of Kennedy Commons, located in North Bergen, NJ, for a gross sales price of $23.2 million and recognized a gain on sale of real estate of $20.4 million. The sale was structured as part of a forward Section 1031 exchange with the acquisition of Brighton Mills which closed on October 23, 2025, allowing for the deferral of capital gains resulting from the sale for income tax purposes.
On April 25, 2025, the Company completed the sale of a parcel of its Bergen Town Center East property, located in Paramus, NJ, for a gross sales price of $25.0 million and recognized a gain on sale of real estate of $13.1 million. The sale was structured as part of a reverse Section 1031 exchange with the acquisition of The Village at Waugh Chapel which closed on October 29, 2024, allowing for the deferral of capital gains resulting from the sale for income tax purposes.
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5. IDENTIFIED INTANGIBLE ASSETS AND LIABILITIES
The following table summarizes our intangible assets and liabilities:
| (Amounts in thousands) | September 30, 2026 | December 31, 2025 | |||||||||
| In-place leases | $ | $ | |||||||||
| Accumulated amortization | ( | ( | |||||||||
| Above-market leases | |||||||||||
| Accumulated amortization | ( | ( | |||||||||
| Identified intangible assets, net of accumulated amortization | |||||||||||
| Below-market leases | |||||||||||
| Accumulated amortization | ( | ( | |||||||||
| Identified intangible liabilities, net of accumulated amortization | $ | $ | |||||||||
Amortization of acquired below-market leases, net of acquired above-market leases, resulted in additional rental income of $2.6 million and $9.9 million for the three and nine months ended September 30, 2026, respectively, and $7.1 million and $12.2 million for the same periods in 2025.
Amortization of acquired in-place leases inclusive of customer relationships resulted in additional depreciation and amortization expense of $5.2 million and $15.3 million for the three and nine months ended September 30, 2026, respectively, and $7.3 million and $21.2 million for the same periods in 2025.
The following table sets forth the estimated annual amortization (expense) and income related to acquired intangible assets and liabilities for the remainder of 2026 and the five succeeding years:
| (Amounts in thousands) | Below-Market | Above-Market | In-Place Lease | |||||||||||||||||
| Year | Operating Lease Amortization | Operating Lease Amortization | Amortization | |||||||||||||||||
2026(1) | $ | $ | ( | $ | ( | |||||||||||||||
| 2027 | ( | ( | ||||||||||||||||||
| 2028 | ( | ( | ||||||||||||||||||
| 2029 | ( | ( | ||||||||||||||||||
| 2030 | ( | ( | ||||||||||||||||||
| 2031 | ( | ( | ||||||||||||||||||
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6. MORTGAGES PAYABLE
The following is a summary of mortgages payable as of September 30, 2026 and December 31, 2025.
| (Amounts in thousands) | Maturity | Interest Rate at September 30, 2026 | September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Mortgages secured by: | ||||||||||||||||||||||||||
| Town Brook Commons | 12/1/2026 | $ | $ | |||||||||||||||||||||||
| Rockaway River Commons | 12/1/2026 | |||||||||||||||||||||||||
| Hanover Commons | 12/10/2026 | |||||||||||||||||||||||||
| Tonnelle Commons | 4/1/2027 | |||||||||||||||||||||||||
| Manchester Plaza | 6/1/2027 | |||||||||||||||||||||||||
| Millburn Gateway Center | 6/1/2027 | |||||||||||||||||||||||||
| Totowa Commons | 12/1/2027 | |||||||||||||||||||||||||
| Woodbridge Commons | 12/1/2027 | |||||||||||||||||||||||||
| Brunswick Commons | 12/6/2027 | |||||||||||||||||||||||||
| Rutherford Commons | 1/6/2028 | |||||||||||||||||||||||||
| Hackensack Commons | 3/1/2028 | |||||||||||||||||||||||||
| Marlton Commons | 12/1/2028 | |||||||||||||||||||||||||
| Yonkers Gateway Center | 4/10/2029 | |||||||||||||||||||||||||
| Ledgewood Commons | 5/5/2029 | |||||||||||||||||||||||||
| The Shops at Riverwood | 6/24/2029 | |||||||||||||||||||||||||
| Shops at Bruckner | 7/1/2029 | |||||||||||||||||||||||||
Shoppers World(1) | 8/15/2029 | |||||||||||||||||||||||||
| Greenbrook Commons | 9/1/2029 | |||||||||||||||||||||||||
| Huntington Commons | 12/5/2029 | |||||||||||||||||||||||||
| Bergen Town Center | 4/10/2030 | |||||||||||||||||||||||||
| The Outlets at Montehiedra | 6/1/2030 | |||||||||||||||||||||||||
Montclair(2) | 8/15/2030 | |||||||||||||||||||||||||
| Garfield Commons | 12/1/2030 | |||||||||||||||||||||||||
| Shops at Caguas | 1/31/2031 | |||||||||||||||||||||||||
The Village at Waugh Chapel(3) | 12/1/2031 | |||||||||||||||||||||||||
| Brick Commons | 12/10/2031 | |||||||||||||||||||||||||
| Woodmore Towne Centre | 1/6/2032 | |||||||||||||||||||||||||
Plaza at Woodbridge(4) | 3/18/2033 | |||||||||||||||||||||||||
| Newington Commons | 7/1/2033 | |||||||||||||||||||||||||
Briarcliff Commons(5) | 10/1/2034 | |||||||||||||||||||||||||
Mount Kisco Commons(6) | 11/15/2034 | |||||||||||||||||||||||||
| Total mortgages payable | ||||||||||||||||||||||||||
| Total unamortized debt issuance costs | ( | ( | ||||||||||||||||||||||||
| Total mortgages payable, net | $ | $ | ||||||||||||||||||||||||
(1)Bears interest at SOFR plus 170 bps. The variable component of the debt is hedged with an interest rate swap agreement, fixing the rate at 5.12 %, which expires at the maturity of the loan.
(2)Bears interest at SOFR plus 257 bps. The fixed and variable components of the debt are hedged with an interest rate swap agreement, fixing the rate at 3.15 %, which expires at the maturity of the loan.
(3)The mortgage payable balance includes unamortized debt mark-to-market discount of $3.7 million.
(4)Bears interest at SOFR plus 155 bps. The variable component of the debt is hedged with an interest rate swap agreement, fixing the rate at 5.03 %, which expires on March 18, 2031.
(5)On September 2, 2026, the Company sold the property and the outstanding $30 million mortgage was assumed by the buyer at closing.
(6)The mortgage payable balance includes unamortized debt mark-to-market discount of $0.5 million.
The net carrying amount of real estate collateralizing the above indebtedness amounted to approximately $1.6 billion as of September 30, 2026. Our mortgage loans contain covenants that limit our ability to incur additional indebtedness on these properties and in certain circumstances require lender approval of tenant leases and/or yield maintenance upon repayment prior to maturity. As of September 30, 2026, we were in compliance with all debt covenants.
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As of September 30, 2026, the principal repayments of the Company’s total outstanding debt for the remainder of 2026, the five succeeding years, and thereafter are as follows:
| (Amounts in thousands) | ||||||||
| Year Ending December 31, | ||||||||
2026(1) | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| 2031 | ||||||||
| Thereafter | ||||||||
(1) Remainder of 2026.
Unsecured Line of Credit
On January 15, 2015, we entered into a $500 million credit agreement for an unsecured line of credit with certain financial institutions. On March 7, 2017, we amended and extended the agreement which increased the credit facility size by $100 million to $600 million and extended the maturity date to March 7, 2021, with two six-month extension options. On July 29, 2019, we entered into a second amendment to the agreement to extend the maturity date to January 29, 2024, with two six-month extension options. On June 3, 2020, we entered into a third amendment to the credit agreement, which included modifications to certain definitions and the measurement period for certain financial covenants to a trailing four-quarter period instead of the most recent quarter period annualized. On August 9, 2022, we amended and restated the credit agreement to increase the facility size by $200 million to $800 million and extend the maturity date to February 9, 2027, with two six-month extension options.
On January 22, 2026, we entered into a second amendment and restatement of the credit agreement for our unsecured line of credit to reduce the facility size by $100 million to $700 million, and extend the maturity date to June 28, 2030, with two six-month extension options. Borrowings under the unsecured line of credit are subject to interest at SOFR plus 1.00 % with an annual facility fee of 0.15 % based on the Company’s current leverage ratio as defined in the agreement.
The Company has obtained seven letters of credit issued under the unsecured line of credit, aggregating $20.5 million. The letters of credit were provided to mortgage lenders and other entities to secure the Company’s obligations in relation to certain reserves and capital requirements and have reduced the amount available under the facility commensurate with their face values. As of September 30, 2026, the letters of credit remain undrawn and no separate liability has been recorded in association with them.
As of September 30, 2026, there was $75 million outstanding under the unsecured line of credit which had an available capacity of $604.5 million under the facility, net of undrawn letters of credit. On October 9, 2026, the Company borrowed an additional $63 million under its unsecured line of credit, increasing the outstanding balance to $138 million.
Term Loans
On January 22, 2026, the Company executed agreements for two term loans aggregating $250 million. The term loans are $125 5 -year maturity and a 7 -year maturity, both of which have a 12 -month delayed-draw feature, with rates of SOFR plus 1.15 % and SOFR plus 1.50 %, respectively, and a ticking fee of 0.15 % for any amounts undrawn beginning 90 days after closing. The 5-year loan and 7-year loan have maturity dates of June 30, 2031 and January 22, 2033, respectively. As of September 30, 2026, there was no
Financing costs associated with executing the credit agreement for our unsecured line of credit and the term loan agreements of $7.4 million and $1.8 million as of September 30, 2026 and December 31, 2025, respectively, are included in the prepaid expenses and other assets line item of the consolidated balance sheets, as deferred financing costs, net.
Mortgage on Plaza at Woodbridge
On March 18, 2026, the Company obtained a 7 -year, $62.5 million interest-only mortgage loan secured by its property, Plaza at Woodbridge, located in Woodbridge, NJ. The loan bears interest at a rate of SOFR plus 1.55 %, of which the variable component is hedged with an interest rate swap agreement, fixing the interest rate at 5.03 %. The mortgage has a maturity date of March 18, 2033.
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Mortgage on The Outlets at Montehiedra
In connection with the refinancing of the loan secured by The Outlets at Montehiedra in the second quarter of 2020, the Company provided a $12.5 million limited corporate guarantee which was reduced commensurate with the loan amortization schedule and was terminated as of October 8, 2026.
On October 6, 2026, the Company modified its existing mortgage loan (the “A-note”) to obtain $17 million of additional proceeds through a new interest-only B-note and extend the maturity date from June 2030 to October 2033. The B-note bears interest at a fixed rate of 6.95 % through maturity of October 2033. The A-note continues to bear interest at a fixed rate of 5.0 % through June 2030, at which time the rate will reset to a fixed rate of the 3 -year U.S. Treasury yield plus 250 bps for the remainder of the term. The Company accounted for the transaction as a debt modification in accordance with ASC 470 Debt Modifications and Extinguishments, and capitalized $0.4 million of lender fees which will be amortized to interest expense over the remaining term of the loan.
7. INCOME TAXES
The Company elected to be taxed as a REIT under sections 856-860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with the filing of its 2015 tax return for its tax year ended December 31, 2015. So long as the Company qualifies as a REIT under the Code, the Company will not be subject to U.S. federal income tax on net taxable income that it distributes annually to its shareholders. If we fail to qualify as a REIT for any taxable year, we will be subject to federal income taxes at regular corporate rates and may not be able to qualify as a REIT for the four subsequent taxable years. The Company is subject to certain foreign and state and local income taxes, in particular income taxes arising from its operating activities in Puerto Rico, which are included in income tax expense on the consolidated statements of income and comprehensive income. In addition, the Company’s taxable REIT subsidiaries (“TRSs”) are subject to income tax at regular corporate rates.
For U.S. federal income tax purposes, the REIT and other minority members are partners in the Operating Partnership. As such, the partners are required to report their share of taxable income on their respective tax returns. However, during the nine months ended September 30, 2026 and 2025, certain non-real estate operating activities that could not be performed by the REIT, occurred through the Company’s TRSs, which are subject to federal, state and local income taxes. These income taxes are included in income tax expense on the consolidated statements of income and comprehensive income.
During the nine months ended September 30, 2026 and 2025, the REIT was subject to Puerto Rico corporate income taxes on its allocable share of Puerto Rico operating activities. The Puerto Rico corporate income tax consists of a flat 18.5 % tax rate plus a graduated income surcharge tax for a maximum corporate income tax rate of 37.5 %. In addition, the REIT is subject to a 10 % branch profits tax on the earnings and profits generated from its allocable share of Puerto Rico operating activities and such tax is included in income tax expense on the consolidated statements of income and comprehensive income.
For the three and nine months ended September 30, 2026, the Puerto Rico income tax expense was $0.8 million and $1.7 million, respectively, and $0.5 million and $1.6 million for the same periods in 2025. The REIT was not subject to any material state and local income tax expense or benefit for the three and nine months ended September 30, 2026 and 2025. For the three and nine months ended September 30, 2026, the Company’s TRSs were subject to federal income tax of $0.1 million and $0.3 million, respectively, and $0.1 million and $0.2 million for the same periods in 2025. All amounts for the three and nine months ended September 30, 2026 and 2025 are included in income tax expense on the consolidated statements of income and comprehensive income.
8. LEASES
All rental revenue was generated from operating leases for the three and nine months ended September 30, 2026 and 2025. The components of rental revenue for the three and nine months ended September 30, 2026 and 2025 were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (Amounts in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Rental Revenue | |||||||||||||||||||||||
| Fixed lease revenue | $ | $ | $ | $ | |||||||||||||||||||
Variable lease revenue(1) | |||||||||||||||||||||||
| Total rental revenue | $ | $ | $ | $ | |||||||||||||||||||
(1) Percentage rents for the three and nine months ended September 30, 2026 were $0.8 million and $2.2 million, respectively, and $1.0 million and $2.1 million for the same periods in 2025.
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9. FAIR VALUE MEASUREMENTS
ASC 820 Fair Value Measurement and Disclosures defines fair value and establishes a framework for measuring fair value. The objective of fair value is to determine the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price). ASC 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels: Level 1 - quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities; Level 2 - observable prices based on inputs not quoted in active markets, but corroborated by market data; and Level 3 - unobservable inputs used when little or no market data is available. The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as consider counterparty credit risk in our assessment of fair value.
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
Financial assets and liabilities that are measured at fair value on our consolidated balance sheets consist of three interest rate swaps as of September 30, 2026 and two interest rate swaps as of December 31, 2025. We rely on third-party valuations that use market observable inputs, such as credit spreads, yield curves and discount rates, to assess the fair value of these instruments. In accordance with the fair value hierarchy established by ASC 820, these financial instruments have been classified as Level 2 as quoted market prices are not readily available for valuing the assets. The tables below summarize the recorded amount of assets and liabilities measured at fair value on a recurring basis as of September 30, 2026 and December 31, 2025:
| As of September 30, 2026 | ||||||||||||||||||||||||||
| (Amounts in thousands) | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||
Interest rate swaps(1) | $ | $ | $ | $ | ||||||||||||||||||||||
As of December 31, 2025 | ||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||
Interest rate swap(1) | $ | $ | $ | $ | ||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||
Interest rate swap(2) | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
(1) Included in Prepaid expenses and other assets on the consolidated balance sheets.
(2) Included in Accounts payable, accrued expenses and other liabilities on the consolidated balance sheets.
Derivatives and Hedging
When we designate a derivative as a hedge, depending on the nature of the hedge, changes in the fair value of the instrument will be recognized in Other Comprehensive Income (“OCI”) until the gains or losses are reclassified to earnings. Derivatives that are not designated as hedges are adjusted to fair value through earnings. Cash flows from the derivative are included in the prepaid expenses and other assets, or accounts payable, accrued expenses and other liabilities line item in the statement of cash flows, depending on whether the hedged item is recognized as an asset or a liability. As of September 30, 2026, the Company was a counterparty to three interest rate derivative agreements which have been designated as cash flow hedges.
The tables below summarize our derivative instruments, which are used to hedge the corresponding variable rate debt, as of September 30, 2026 and December 31, 2025:
| (Amounts in thousands) | As of September 30, 2026 | |||||||||||||||||||||||||||||||||||||
| Hedged Instrument | Fair Value | Notional Amount | Spread | Interest Rate | Effective Interest Rate | Expiration | ||||||||||||||||||||||||||||||||
| Shoppers World interest rate swap | $ | $ | SOFR + | 8/15/2029 | ||||||||||||||||||||||||||||||||||
| Montclair interest rate swap | SOFR + | 8/15/2030 | ||||||||||||||||||||||||||||||||||||
| Plaza at Woodbridge interest rate swap | SOFR + | 3/18/2031 | ||||||||||||||||||||||||||||||||||||
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As of December 31, 2025 | ||||||||||||||||||||||||||||||||||||||
| Hedged Instrument | Fair Value | Notional Amount | Spread | Interest Rate | Effective Interest Rate | Expiration | ||||||||||||||||||||||||||||||||
| Shoppers World interest rate swap | $ | ( | $ | SOFR + | 8/15/2029 | |||||||||||||||||||||||||||||||||
| Montclair interest rate swap | SOFR + | 8/15/2030 | ||||||||||||||||||||||||||||||||||||
The table below summarizes the effect of our derivative instruments on our consolidated statements of income and comprehensive income for the three and nine months ended September 30, 2026 and 2025:
| Unrealized Gain (Loss) Recognized in OCI on Derivatives | ||||||||||||||||||||||||||
| (Amounts in thousands) | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||
| Hedged Instrument | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Shoppers World interest rate swap | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
| Montclair interest rate swap | ( | ( | ||||||||||||||||||||||||
Plaza at Woodbridge interest rate swap(1) | ||||||||||||||||||||||||||
Plaza at Woodbridge interest rate cap(2) | ( | |||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
(1) On March 18, 2026, the Company financed the property and obtained an interest rate swap to hedge the variable component of the debt.
(2) The instrument has expired and the corresponding loan was repaid on June 26, 2025.
Financial Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
There were no financial assets or liabilities measured at fair value on a non-recurring basis as of September 30, 2026 and December 31, 2025.
Financial Assets and Liabilities not Measured at Fair Value
Financial assets and liabilities that are not measured at fair value on the consolidated balance sheets include cash and cash equivalents, mortgages payable and borrowings under the unsecured line of credit and term loans. Cash and cash equivalents are carried at cost, which approximates fair value. The fair value of mortgages payable and borrowings under the unsecured line of credit and term loans are calculated based on current market prices and discounted cash flows at the current rate at which similar loans would be made to borrowers with similar credit ratings for the remaining term of such debt, which is provided by a third-party specialist. The fair value of cash and cash equivalents is classified as Level 1 and the fair value of mortgages payable and borrowings under the unsecured line of credit and term loans are classified as Level 3. The table below summarizes the carrying amounts and fair value of our Level 3 financial instruments as of September 30, 2026 and December 31, 2025:
| As of September 30, 2026 | As of December 31, 2025 | |||||||||||||||||||||||||
| (Amounts in thousands) | Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||||||||||
Mortgages payable(1) | $ | $ | $ | $ | ||||||||||||||||||||||
Unsecured line of credit(2) | ||||||||||||||||||||||||||
(1) Carrying amounts exclude unamortized debt issuance costs of $10.2 million and $12.6 million as of September 30, 2026 and December 31, 2025, respectively.
(2) Debt issuance costs related to our unsecured line of credit and term loans are included within prepaid expenses and other assets on the consolidated balance sheets.
Nonfinancial Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
We assess the carrying value of our properties for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. Such events and changes include macroeconomic conditions, operating performance, and environmental and regulatory changes, which may result in property operational disruption and could indicate that the carrying amount may not be recoverable.
10. COMMITMENTS AND CONTINGENCIES
Legal Matters
From time to time, we are a party to various legal proceedings, claims or regulatory inquiries and investigations arising out of, or incident to, our ordinary course of business. While we are unable to predict with certainty the outcome of any particular
22
matter, management does not currently expect, when such matters are resolved, that our resulting exposure to loss contingencies, if any, will have a material adverse effect on our results of operations or consolidated financial position.
Redevelopment and Anchor Repositioning
The Company has 18 active development, redevelopment or anchor repositioning projects with total estimated costs of $151.6 million, of which $56.6 million remains to be funded as of September 30, 2026. We continue to monitor the stabilization dates of these projects, which can be impacted from economic conditions affecting our tenants, vendors and supply chains. We have identified future projects in our development pipeline, but we are under no obligation to execute and fund any of these projects and each of these projects is being further evaluated based on market conditions.
Insurance
On January 1, 2025, the Company established SC Risk Solutions LLC (“the Captive”), a wholly-owned captive insurance company, which provides excess flood and general liability insurance for our properties. The Captive establishes annual premiums based on projections derived from past loss experience, actuarial analysis of future projected claims and market rates. The actuarial analysis is also used to assist in projecting funding requirements for losses. The Company has issued a guaranty of performance and payment related to the general liability policy under the Captive. All operating expenses incurred by the Captive, including estimated insurance losses, both reported and unreported, are included in property operating expenses on the consolidated statements of income and comprehensive income. As of September 30, 2026 and December 31, 2025, the Company has accrued estimated unpaid loss reserves of $7.2 million and $3.9 million, respectively, related to its insurance policies under the Captive which are included in accounts payable, accrued expenses and other liabilities on the consolidated balance sheets.
The Company also maintains numerous insurance policies provided by third-parties including for general liability, property, pollution, acts of terrorism, trustees’ and officers’, cyber, workers’ compensation and automobile-related liabilities. However, all such policies are subject to terms, conditions, exclusions, deductibles and sub-limits, amongst other limiting factors.
Insurance premiums are typically charged directly to each of the properties but not all of the cost of such premiums are recovered. The Company is responsible for deductibles, losses in excess of insurance coverage, and the portion of premiums not reimbursable by tenants at our properties, which could be material.
We continue to monitor the state of the insurance market and the scope and costs of available coverage. Certain insurance 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 and expect premiums across most coverage lines to continue to increase in light of recent events including hurricanes and flooding in our core markets. The incurrence of uninsured losses, costs or uncovered premiums could materially and adversely affect our business, results of operations and consolidated financial position.
Certain of our loans and other agreements contain customary covenants requiring the maintenance of insurance coverage. Although we believe that we currently have adequate insurance coverage for purposes of these agreements, we may not be able to obtain an equivalent amount of coverage at reasonable costs in the future. If lenders or other counterparties insist on greater coverage than we are able to obtain, such requirement could materially and adversely affect our ability to finance our properties and expand our portfolio.
Environmental Matters
Each of our properties has been subjected to varying degrees of environmental assessment at various times. Based on these assessments, we have accrued costs of $1.0
During the first quarter of 2026, the Company received a reimbursement of $8.1 million pursuant to the Brownfields Redevelopment Incentive Program. The reimbursement is related to previously incurred environmental remediation costs and is included in other income on the consolidated statements of income and comprehensive income.
Bankruptcies
Although our rental revenue is supported by long-term leases, leases may be rejected in a bankruptcy proceeding and the related tenant stores may permanently vacate prior to lease expiration. In the event a tenant with a significant number of leases or square footage in our shopping centers files for bankruptcy and rejects its leases with us, we could experience a reduction in our
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revenues. We monitor the operating performance and rent collections of all tenants in our shopping centers, especially those tenants in arrears or operating retail formats that are experiencing significant changes in competition, business practice, or store closings in other locations.
Letters of Credit
As of September 30, 2026, the Company had seven letters of credit issued under our unsecured line of credit aggregating $20.5 million. These letters were provided to mortgage lenders and other entities to secure the Company’s obligations in relation to certain reserves and capital requirements. If a lender or other entity were to draw on a letter of credit, the Company would have the option to pay the capital commitment directly to the holder of the letter or to record the draw as a liability on its unsecured line of credit, bearing interest at SOFR plus an applicable margin per the credit agreement. As of September 30, 2026, the letters of credit remain undrawn and there is no separate liability recorded in connection with their issuance.
Lease Termination
On January 2, 2026, the Company entered into a termination agreement with a tenant to regain possession of a leased premises. Under the terms of the agreement, the Company agreed to pay the tenant a termination fee totaling $25 million, payable in two equal installments of $12.5 million. The first installment was paid on January 7, 2026. On April 30, 2026, the tenant returned possession of the premises and the final installment of $12.5 million was paid on May 4, 2026. The total payment of $25 million is included in construction in progress on the consolidated balance sheets.
11. PREPAID EXPENSES AND OTHER ASSETS
The following is a summary of the composition of the prepaid expenses and other assets on the consolidated balance sheets:
| Balance at | |||||||||||
| (Amounts in thousands) | September 30, 2026 | December 31, 2025 | |||||||||
| Deferred tax asset, net | $ | $ | |||||||||
| Deposits for assets under contract | |||||||||||
| Other assets | |||||||||||
| Derivative instruments | |||||||||||
Deferred financing costs, net of accumulated amortization of $ | |||||||||||
| Prepaid expenses: | |||||||||||
| Real estate taxes | |||||||||||
| Insurance | |||||||||||
| Licenses/fees | |||||||||||
| Total prepaid expenses and other assets | $ | $ | |||||||||
12. ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES
The following is a summary of the composition of accounts payable, accrued expenses and other liabilities on the consolidated balance sheets:
| Balance at | |||||||||||
| (Amounts in thousands) | September 30, 2026 | December 31, 2025 | |||||||||
| Deferred tenant revenue | $ | $ | |||||||||
| Accrued capital expenditures and leasing costs | |||||||||||
| Accrued interest payable | |||||||||||
| Security deposits | |||||||||||
| Other liabilities and accrued expenses | |||||||||||
| Accrued payroll expenses | |||||||||||
| Total accounts payable, accrued expenses and other liabilities | $ | $ | |||||||||
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13. INTEREST AND DEBT EXPENSE
The following table sets forth the details of interest and debt expense on the consolidated statements of income and comprehensive income:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (Amounts in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Interest expense | $ | $ | $ | $ | |||||||||||||||||||
| Amortization of deferred financing costs | |||||||||||||||||||||||
| Total interest and debt expense | $ | $ | $ | $ | |||||||||||||||||||
14. EQUITY AND NONCONTROLLING INTEREST
At-The-Market Program
On August 11, 2025, the Company and the Operating Partnership entered into an equity distribution agreement (the “Equity Distribution Agreement”) with various financial institutions acting as agents, forward sellers, and forward purchasers. Pursuant to the Equity Distribution Agreement, the Company may from time to time offer and sell, through the agents and forward sellers, the Company’s common shares, par value $0.01 per share, having an aggregate offering price of up to $250 million (the “ATM Program”). Concurrently with the Equity Distribution Agreement, the Company entered into separate master forward confirmations (each a “Master Confirmation” and collectively, the “Master Confirmations”) with each of the forward purchasers. Sales under the ATM Program may be made from time to time, as needed, by means of ordinary brokers’ transactions or other transactions that are deemed to be “at the market” offerings, in privately negotiated transactions, which may include block trades, or as otherwise agreed with the sales agents. The ATM Program replaced the Company’s previous at-the-market program established on August 15, 2022.
The Equity Distribution Agreement provides that the Company may also enter into forward sale agreements pursuant to any Master Confirmation and related supplemental confirmations with the forward purchasers. In connection with any forward sale agreement, a forward purchaser will, at the Company’s request, borrow from third parties, through its forward seller, and sell a number of shares equal to the amount provided in such agreement.
During the nine months ended September 30, 2026 and 2025, the Company did not issue any common shares under the current or prior ATM Program, however, we incurred $0.3 million and $0.7 million, respectively, of offering expenses related to fees for potential issuance. Actual future sales will depend on a variety of factors including, but not limited to, market conditions, the trading price of our common shares, and our capital needs. The Company has no obligation to sell any shares under the ATM Program.
Share Repurchase Program
The Company has a share repurchase program for up to $200 million, under which the Company may repurchase its shares from time to time in the open market or in privately negotiated transactions in compliance with SEC Rule 10b-18. The amount and timing of the purchases will depend on a number of factors including the price and availability of the Company’s shares, trading volume and general market conditions. The share repurchase program does not obligate the Company to acquire any particular amount of common shares and may be suspended or discontinued at any time at the Company’s discretion.
During the nine months ended September 30, 2026 and 2025, no 145.9 million remaining for share repurchases under this program.
Units of the Operating Partnership
The Operating Partnership’s capital includes general and common limited partnership interests in the Operating Partnership. As of September 30, 2026, Urban Edge owned approximately 94.7 % of the outstanding common OP Units with the remaining limited OP Units held by members of management, Urban Edge’s Board of Trustees and contributors of property interests acquired. Urban Edge serves as the sole general partner of the Operating Partnership. The third-party unitholders have limited rights over the Operating Partnership such that they do not have characteristics of a controlling financial interest. As such, the Operating Partnership is considered a VIE, and the Company is the primary beneficiary which consolidates it. The Company’s only investment is the Operating Partnership. The VIE’s assets can be used for purposes other than the settlement of the VIE’s obligations and the Company’s partnership interest is considered a majority voting interest.
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Dividends and Distributions
During the three months ended September 30, 2026 and 2025, the Company declared distributions on common shares and OP Units of $0.21 and $0.19 per share/unit, respectively. During the nine months ended September 30, 2026 and 2025, the Company declared distributions on common shares and OP Units of $0.63 and $0.57 per share/unit, respectively.
Noncontrolling Interests in Operating Partnership
Noncontrolling interests in the Operating Partnership reflected on the consolidated balance sheets of the Company are comprised of OP Units and limited partnership interests in the Operating Partnership in the form of LTIP Unit awards. LTIP Unit awards were granted to certain executives pursuant to our 2024 Omnibus Share Plan and 2015 Omnibus Share Plan (collectively the “Omnibus Share Plans”), as well as the 2018 Inducement Equity Plan. OP Units were issued to contributors in exchange for their property interests in connection with the Company’s property acquisitions in 2017.
The total of the OP Units and LTIP Units together represent a 5.3 two years from the date of issuance, redeem their LTIP Units for cash, or for the Company’s common shares on a one -for-one basis, solely at our election. Holders of outstanding OP Units may redeem their units for cash or the Company’s common shares on a one -for-one basis, solely at our election. During the nine months ended September 30, 2026 and 2025, 313,454 and 352,346 units, respectively, were redeemed for an equivalent amount of common shares of the Company.
Noncontrolling Interests in Consolidated Subsidiaries
The Company’s noncontrolling interests relate to the 5 % interest held by others in our property in Walnut Creek, CA (Mt. Diablo) and 17.5 % held by others in our property in Massapequa, NY. The net income attributable to noncontrolling interests is presented separately on our consolidated statements of income and comprehensive income.
During the three months ended June 30, 2026, the Company issued a $3.8 million note receivable to a joint venture partner, secured by a 12.5 % equity interest in the joint venture, in a non-cash exchange for the Company funding the joint venture partner's portion of required capital contribution in cash. The note receivable was recorded as a reduction to noncontrolling interests in consolidated subsidiaries on the consolidated balance sheets as of September 30, 2026.
15. SHARE-BASED COMPENSATION
Share-Based Compensation Expense
Share-based compensation expense, which is included in general and administrative expenses on our consolidated statements of income and comprehensive income, is summarized as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (Amounts in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Share-based compensation expense components: | |||||||||||||||||||||||
Time-based LTIP expense(1) | $ | $ | $ | $ | |||||||||||||||||||
Performance-based LTIP expense(2) | |||||||||||||||||||||||
| Restricted share expense | |||||||||||||||||||||||
| Deferred share unit (“DSU”) expense | |||||||||||||||||||||||
| Total Share-based compensation expense | $ | $ | $ | $ | |||||||||||||||||||
(1) Expense for the three and nine months ended September 30, 2026 includes the 2026, 2025, 2024, 2023, and 2022 LTI Plans.
(2) Expense for the three and nine months ended September 30, 2026 includes the 2026, 2025, 2024, 2023, 2022, and 2021 LTI Plans.
Equity award activity during the nine months ended September 30, 2026 included: (i) 784,052 LTIP Units vested, (ii) 550,476 LTIP Units granted, (iii) 360,306 LTIP Units earned upon completion of the 2023 LTI Plan, (iv) 41,246 restricted shares vested, (v) 33,366 restricted shares granted, and (vi) 1,916 restricted shares forfeited.
2026 Long-Term Incentive Plan
On January 27, 2026, the Company established the 2026 Long-Term Incentive Plan (“2026 LTI Plan”) under the 2024 Omnibus Share Plan. The plan is a multi-year, equity compensation program under which participants, including our Chairman and Chief Executive Officer, receive awards in the form of LTIP Units that, with respect to one half of the program, vest based solely on the passage of time. With respect to the other half of the program, the awards are earned and vest if certain relative and absolute
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total shareholder return (“TSR”) and/or funds from operations (“FFO”) and same-property net operating income (“SP NOI”) growth targets are achieved by the Company over a three-year performance period. As part of the 2026 LTI Plan, participants other than our named executive officers may receive restricted stock awards or LTIP Unit awards subject to a three-year vesting period. The total grant date fair value under the 2026 LTI Plan was $9.0 million, comprising both performance-based and time-based awards as described further below:
Performance-based awards
For the performance-based awards under the 2026 LTI Plan, participants have the opportunity to earn awards in the form of LTIP Units if Urban Edge’s absolute and/or relative TSR meets certain criteria over the three-year performance measurement period beginning on January 27, 2026 and ending on January 26, 2029. Participants also have the opportunity to earn awards in the form of LTIP Units if Urban Edge’s FFO growth component and SP NOI growth component meet certain criteria over the three-year performance measurement period beginning January 1, 2026 and ending on December 31, 2028. The Company granted performance-based awards under the 2026 LTI Plan representing 285,874 units. The fair value of the performance-based award portion of the 2026 LTI Plan on the grant date was $3.9 million using a Monte Carlo simulation to estimate the fair value of the Absolute and Relative components through a risk-neutral premise. Assumptions include historical volatility (24.2 %), risk-free interest rates (3.7 %), and historical daily return as compared to certain peer companies.
Time-based awards
The time-based awards granted under the 2026 LTI Plan, also granted in the form of LTIP Units, vest ratably over three years except in the case of our Chairman and Chief Executive Officer, where the vesting is ratable over four years . As of September 30, 2026, the Company granted time-based awards under the 2026 LTI Plan that represent 259,208 LTIP Units with a grant date fair value of $4.6 million.
Restricted stock awards
The restricted stock awards granted under the 2026 LTI Plan for participants other than our named executive officers vest ratably over three years . As of September 30, 2026, the Company granted restricted stock awards under the 2026 LTI Plan that represent 27,656 restricted shares with a grant date fair value of $0.5 million.
2025 Equity Matching Award
The Compensation Committee approved a matching award pursuant to which officers of the Company may elect to forgo all or a portion (in 25 % increments) of their 2025 cash bonuses, and instead, receive LTIP Units with a grant date fair value equal to the cash forgone, 20 % of which are matched by the Company and all of which vest ratably over three years . The program is designed to enhance retention and increase employee ownership in the Company to further align with shareholder interests. On January 27, 2026, the Compensation Committee approved the grant of $6.6 million under the matching award, which reflects both the cash bonus forgone and the portion matched by the Company.
16. EARNINGS PER SHARE AND UNIT
Urban Edge Earnings per Share
We calculate earnings per share (“EPS”) under the two-class method. The two-class method is an earnings allocation methodology whereby EPS for each class of Urban Edge common shares and participating securities is calculated according to dividends declared and participating rights in undistributed earnings. Restricted shares issued pursuant to our share-based compensation program are considered participating securities, and as such have non-forfeitable rights to receive dividends.
The computation of diluted EPS reflects potential dilution of securities by adding potential common shares, including stock options and unvested restricted shares, to the weighted average number of common shares outstanding for the period. The effect of the redemption of OP and vested LTIP Units is not reflected in the computation of basic EPS, as they are redeemable for common shares on a one-for-one basis. The income allocable to such units is allocated on this same basis and reflected as noncontrolling interests in the accompanying consolidated financial statements. The assumed redemption of OP and vested LTIP Units is included in the determination of diluted earnings per share when they have a dilutive effect on the calculation.
The following table sets forth the computation of our basic and diluted EPS:
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| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (Amounts in thousands, except per share amounts) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income attributable to common shareholders | $ | $ | $ | $ | |||||||||||||||||||
| Less: earnings allocated to unvested participating securities | ( | ( | ( | ( | |||||||||||||||||||
| Net income available for common shareholders - basic | $ | $ | $ | $ | |||||||||||||||||||
| Impact of assumed conversions: | |||||||||||||||||||||||
| LTIP Units | |||||||||||||||||||||||
| Net income available for common shareholders - dilutive | $ | $ | $ | $ | |||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted average common shares outstanding - basic | |||||||||||||||||||||||
Effect of dilutive securities(1): | |||||||||||||||||||||||
| Restricted share awards | |||||||||||||||||||||||
| Assumed conversion of LTIP Units | |||||||||||||||||||||||
| Weighted average common shares outstanding - diluted | |||||||||||||||||||||||
| Earnings per share available to common shareholders: | |||||||||||||||||||||||
| Earnings per common share - Basic | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per common share - Diluted | $ | $ | $ | $ | |||||||||||||||||||
(1) For the three and nine months ended September 30, 2026 and 2025, the effect of the redemption of certain OP and LTIP Units for Urban Edge common shares would have an anti-dilutive effect on the calculation of diluted EPS. Accordingly, the impact of such redemptions has not been included in the determination of diluted EPS for these periods.
Operating Partnership Earnings per Unit
The following table sets forth the computation of basic and diluted earnings per unit:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (Amounts in thousands, except per unit amounts) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income attributable to unitholders | $ | $ | $ | $ | |||||||||||||||||||
| Less: net income attributable to participating securities | ( | ( | ( | ( | |||||||||||||||||||
| Net income available for unitholders | $ | $ | $ | $ | |||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted average units outstanding - basic | |||||||||||||||||||||||
| Effect of dilutive securities issued by Urban Edge | |||||||||||||||||||||||
| Weighted average units outstanding - diluted | |||||||||||||||||||||||
| Earnings per unit available to unitholders: | |||||||||||||||||||||||
| Earnings per unit - Basic | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per unit - Diluted | $ | $ | $ | $ | |||||||||||||||||||
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17. SEGMENT REPORTING
Our primary business is the ownership, management, acquisition, development, and redevelopment of retail shopping centers and malls. Substantially all of our revenues are derived from contractual rents and tenant expense reimbursements as outlined within individual lease agreements. We do not distinguish our primary business or group our operations on a geographical basis for purposes of measuring performance and allocating resources. We review operating and financial information for each property on an individual basis and therefore each property represents an individual operating segment. Our properties are aggregated into a single reportable segment due to the similarities with regard to the nature and economics of the properties, tenants and operations, as well as long-term average financial performance and the fact that they are operated using consistent business strategies.
The Company’s CODM, its Chief Executive Officer, reviews operating and financial information at the individual operating segment using property net operating income (“Property NOI”) as the key measure to assess performance and allocate resources. Property NOI is defined as all revenues and expenses incurred at the property level excluding non-cash rental income and expenses, impairments on depreciable real estate, lease termination income, interest and debt expense, and gains or losses from sale of real estate and debt extinguishments. Property NOI excludes corporate level transactions. The CODM also uses Property NOI and its components to monitor budget versus actual results, perform variance analysis of current results to prior period results, and forecast future performance. Company resources are allocated by evaluating the operating results of the individual segments and business as a whole as well as considering capital needs and future projections, and deploying them across the various business functions as deemed necessary while ensuring the uses align with the Company’s overall business strategy. The CODM does not review asset information as a measure to assess performance.
The following table provides the components of Property NOI related to our single reportable segment for the three and nine months ended September 30, 2026 and 2025:
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (Amounts in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| REVENUE | ||||||||||||||||||||||||||
| Property rentals | $ | $ | $ | $ | ||||||||||||||||||||||
| Tenant expense reimbursements | ||||||||||||||||||||||||||
| Total property revenues | ||||||||||||||||||||||||||
| EXPENSES | ||||||||||||||||||||||||||
| Real estate taxes | ||||||||||||||||||||||||||
| Property operating | ||||||||||||||||||||||||||
| Lease expense | ||||||||||||||||||||||||||
| Total property operating expenses | ||||||||||||||||||||||||||
| Property net operating income | $ | $ | $ | $ | ||||||||||||||||||||||
| Reconciliation of Property NOI to income before income taxes | ||||||||||||||||||||||||||
| Depreciation and amortization | ( | ( | ( | ( | ||||||||||||||||||||||
| Interest and debt expense | ( | ( | ( | ( | ||||||||||||||||||||||
| General and administrative expense | ( | ( | ( | ( | ||||||||||||||||||||||
| (Loss) gain on extinguishment of debt | ( | |||||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||||
| Straight-line rents, amortization of above and below-market leases, and other | ||||||||||||||||||||||||||
| Gain on sale of real estate | ||||||||||||||||||||||||||
Other income and expenses(1) | ||||||||||||||||||||||||||
| Income before income taxes | $ | $ | $ | $ | ||||||||||||||||||||||
(1) Includes intercompany eliminations, lease termination income and other income and expenses related to corporate activities, including the captive insurance program.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Certain statements contained herein constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are not guarantees of future performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Our future results, financial condition, business and targeted occupancy may differ materially from those expressed in these forward-looking statements. You can identify many of these statements by words such as “approximates,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “would,” “may” or other similar expressions in this Quarterly Report on Form 10-Q. Many of the factors that will determine the outcome of forward-looking statements are beyond our ability to control or predict and include, among others: (i) macroeconomic conditions, including geopolitical conditions and instability, and international trade disputes, including any related tariffs, which may lead to rising inflation, adverse impacts to supply chains, and disruption of, or lack of access to, the capital markets, as well as potential volatility in the Company’s share price; (ii) the economic, political and social impact of, and uncertainty relating to, epidemics and pandemics; (iii) the loss or bankruptcy of major tenants; (iv) the ability and willingness of the Company’s tenants to renew their leases with the Company upon expiration and the Company’s ability to re-lease its properties on the same or better terms, or at all, in the event of non-renewal or in the event the Company exercises its right to replace an existing tenant; (v) the impact of e-commerce on our tenants’ business; (vi) the Company’s success in implementing its business strategy and its ability to identify, underwrite, finance, consummate and integrate diversifying acquisitions and investments; (vii) changes in general economic conditions or economic conditions in the markets in which the Company competes, and their effect on the Company’s revenues, earnings and funding sources, and on those of its tenants; (viii) increases in the Company’s borrowing costs as a result of changes in interest rates, rising inflation, and other factors; (ix) the Company’s ability to pay down, refinance, hedge, restructure or extend its indebtedness as it becomes due and potential limitations on the Company’s ability to borrow funds under its existing credit facility as a result of covenants relating to the Company’s financial results; (x) potentially higher costs associated with the Company’s development, redevelopment and anchor repositioning projects, and the Company’s ability to lease the properties at projected rates; (xi) the Company’s liability for environmental matters; (xii) damage to the Company’s properties from catastrophic weather and other natural events, and the physical effects of climate change; (xiii) the Company’s ability and willingness to maintain its qualification as a REIT in light of economic, market, legal, tax and other considerations; (xiv) information technology security breaches; (xv) the loss of key executives; and (xvi) the accuracy of methodologies and estimates regarding our environmental, social and governance (collectively, our Corporate Responsibility or “CR”) metrics, goals and targets, tenant willingness and ability to collaborate towards reporting CR metrics and meeting CR goals and targets, and the impact of governmental regulation on our CR efforts. For further discussion of factors that could materially affect the outcome of our forward-looking statements, 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 and the other documents filed by the Company with the Securities and Exchange Commission (the “SEC”), including the information contained in this Quarterly Report on Form 10-Q.
We claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for any forward-looking statements included in this Quarterly Report on Form 10-Q. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q.
The following discussion should be read in conjunction with the consolidated financial statements and notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Overview
Urban Edge Properties (“UE”, “Urban Edge” or the “Company”) (NYSE: UE) is a Maryland real estate investment trust that owns, manages, acquires, develops, and redevelops retail real estate, primarily in the Washington, D.C. to Boston corridor. Urban Edge Properties LP (“UELP” or the “Operating Partnership”) is a Delaware limited partnership formed to serve as UE’s majority-owned partnership subsidiary and to own, through affiliates, all of the Company’s real estate properties and other assets. Unless the context otherwise requires, references to “we”, “us” and “our” refer to Urban Edge Properties and UELP and their consolidated entities/subsidiaries.
The Operating Partnership’s capital includes general and common limited partnership interests (“OP Units”). As of September 30, 2026, Urban Edge owned approximately 94.7% 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.
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As of September 30, 2026, our portfolio consisted of 70 shopping centers, two outlet centers and two malls totaling approximately 16.0 million square feet of gross leasable area with a consolidated occupancy of 96.4%.
Critical Accounting Estimates
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 nine months ended September 30, 2026, there were no material changes to these estimates.
Recent Accounting Pronouncements
Refer to Note 3 to the unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for information regarding recent accounting pronouncements that may affect us.
Results of Operations
We derive substantially all of our revenue from rents received from tenants under existing leases on each of our properties. This revenue includes fixed base rents, recoveries of expenses that we have incurred and that we pass through to the individual tenants and percentage rents that are based on specified percentages of tenants’ revenue, in each case as provided in the respective leases.
Our primary cash expenditures consist of 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 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, unsecured line of credit and term 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, which are at times subject to volatility and uncertainty. During 2026, these conditions have included evolving U.S. trade policy, including tariffs implemented or modified during the year and the possibility of additional tariffs; geopolitical conflict and resulting elevated energy prices; renewed inflationary pressure; and rising interest rates.
Inflation remained elevated during the three months ended September 30, 2026 and may continue to remain elevated. On September 16, 2026, the Federal Reserve announced that it was increasing its target range for the federal funds rate to 3.75% to 4.00%, its first increase since 2023. Higher interest rates may increase our borrowing costs on our variable-rate debt and upon the refinancing of fixed-rate debt. They may also affect the availability and cost of debt and equity capital and the pricing of real estate transactions, which could adversely affect our acquisition, disposition and redevelopment activity.
These conditions may also impact our results of operations by affecting the financial condition of our tenants, including as a result of tariffs on imported goods and materials or tempering or shifting consumer spending, which may result in bankruptcies, store closures and reduced percentage rent. While most of our leases require tenants to pay their share of operating expenses, including common area maintenance, utilities, real estate taxes and insurance, thereby reducing our exposure to cost increases, there is no guarantee that we will recoup all such amounts, and some larger tenants have capped the amount of these expenses they are responsible for under their leases. Additionally, the costs of our development and redevelopment projects may be materially increased.
We occasionally utilize interest rate derivative agreements to hedge the effect of changing interest rates on our variable rate debt. As of September 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 $75 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 September 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.
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The following provides an overview of our key financial metrics, including non-GAAP measures, based on our consolidated results of operations (refer to Net Operating Income (“NOI”), same-property NOI and Funds From Operations (“FFO”) applicable to diluted common shareholders described later in this section):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (Amounts in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net income | $ | 53,801 | $ | 15,541 | $ | 95,995 | $ | 84,716 | |||||||||||||||
FFO applicable to diluted common shareholders(1) | 50,435 | 51,951 | 159,487 | 141,188 | |||||||||||||||||||
NOI(1) | 77,464 | 72,464 | 229,463 | 217,067 | |||||||||||||||||||
Same-property NOI(1) | 70,879 | 67,847 | 197,049 | 190,374 | |||||||||||||||||||
(1) Refer to pages 35-36 for a reconciliation to the most directly comparable generally accepted accounting principles (“GAAP”) measure.
Comparison of the Three Months Ended September 30, 2026 to the Three Months Ended September 30, 2025
Net income for the three months ended September 30, 2026 was $53.8 million, compared to net income of $15.5 million for the three months ended September 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 September 30, 2026 as compared to the same period in 2025:
| Three Months Ended September 30, | |||||||||||||||||||||||
| (Amounts in thousands) | 2026 | 2025 | $ Change | ||||||||||||||||||||
| Total revenue | $ | 119,556 | $ | 120,126 | $ | (570) | |||||||||||||||||
| Depreciation and amortization | 32,906 | 36,831 | (3,925) | ||||||||||||||||||||
| Real estate taxes | 16,011 | 16,791 | (780) | ||||||||||||||||||||
| Property operating expenses | 20,612 | 19,401 | 1,211 | ||||||||||||||||||||
| General and administrative expenses | 8,776 | 8,976 | (200) | ||||||||||||||||||||
| Gain on sale of real estate | 36,006 | 233 | 35,773 | ||||||||||||||||||||
| Interest and debt expense | 19,962 | 19,374 | 588 | ||||||||||||||||||||
| Income tax expense | 872 | 600 | 272 | ||||||||||||||||||||
Total revenue decreased by $0.6 million to $119.6 million in the third quarter of 2026 from $120.1 million in the third quarter of 2025. The decrease is primarily attributable to:
•$5.9 million decrease in non-cash revenues driven by the accelerated amortization of below-market lease intangibles in the third quarter of 2025;
•$0.7 million decrease in other income and lease termination income; and
•$0.2 million decrease in percentage rent primarily due to the timing of recognition as compared to the third quarter of 2025; offset by
•$3.2 million increase as a result of property acquisitions, net of dispositions since the third quarter of 2025; and
•$3.0 million increase in property rentals and tenant reimbursements due to rent commencements and contractual rent increases.
Depreciation and amortization decreased by $3.9 million to $32.9 million in the third quarter of 2026 from $36.8 million in the third quarter of 2025. The decrease is primarily attributable to:
•$5.6 million decrease primarily related to the accelerated depreciation and write-off of in-place leases and tenant improvements since the third quarter of 2025; offset by
•$1.7 million increase as a result of property acquisitions, net of dispositions since the third quarter of 2025.
Real estate tax expense decreased by $0.8 million to $16.0 million in the third quarter of 2026 from $16.8 million in the third quarter of 2025. The decrease is primarily attributable to:
•$1.0 million decrease as a result of successful tax appeals and lower assessments; and
•$0.1 million increase in capitalized real estate taxes due to the commencement of development, redevelopment, and anchor repositioning projects since the third quarter of 2025, net of project completions; offset by
•$0.3 million increase as a result of property acquisitions, net of dispositions since the third quarter of 2025.
Property operating expenses increased by $1.2 million to $20.6 million in the third quarter of 2026 from $19.4 million in the third quarter of 2025. The increase is primarily attributable to:
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•$0.9 million increase due to higher insurance premiums, utilities expense and common area maintenance due to the timing of repairs as compared to the third quarter of 2025; and
•$0.3 million increase as a result of property acquisitions, net of dispositions since the third quarter of 2025.
General and administrative expenses decreased by $0.2 million to $8.8 million in the third quarter of 2026 from $9.0 million in the third quarter of 2025. The decrease is primarily attributable to lower professional fees.
We recognized a gain on sale of real estate of $36.0 million in the third quarter of 2026 related to the sale of Briarcliff Commons.
Interest and debt expense increased by $0.6 million to $20.0 million in the third quarter of 2026 from $19.4 million in the third quarter of 2025. The increase is primarily attributable to:
•$0.7 million increase as a result of new financings since the third quarter of 2025, net of loan repayments;
•$0.6 million increase due to a higher average balance on our unsecured line of credit; and
•$0.1 million increase in amortization of deferred financing costs; offset by
•$0.8 million increase in capitalized interest expense due to the commencement of development, redevelopment, and anchor repositioning projects, net of project completions.
Income tax expense increased by $0.3 million to $0.9 million in the third quarter of 2026 from $0.6 million in the third quarter of 2025. The increase is primarily attributable to the performance of the Puerto Rico properties.
Comparison of the Nine Months Ended September 30, 2026 to the Nine Months Ended September 30, 2025
Net income for the nine months ended September 30, 2026 was $96.0 million, compared to net income of $84.7 million for the nine months ended September 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 nine months ended September 30, 2026 as compared to the same period in 2025:
| Nine Months Ended September 30, | |||||||||||||||||||||||
| (Amounts in thousands) | 2026 | 2025 | $ Change | ||||||||||||||||||||
| Total revenue | $ | 374,961 | $ | 352,375 | $ | 22,586 | |||||||||||||||||
| Depreciation and amortization | 100,254 | 106,628 | (6,374) | ||||||||||||||||||||
| Real estate taxes | 49,488 | 49,731 | (243) | ||||||||||||||||||||
| Property operating expenses | 68,867 | 62,334 | 6,533 | ||||||||||||||||||||
| General and administrative expenses | 27,592 | 30,224 | (2,632) | ||||||||||||||||||||
| Gain on sale of real estate | 36,006 | 49,695 | (13,689) | ||||||||||||||||||||
| Interest and debt expense | 58,482 | 58,666 | (184) | ||||||||||||||||||||
| (Loss) gain on extinguishment of debt | (212) | 323 | (535) | ||||||||||||||||||||
| Income tax expense | 1,999 | 1,862 | 137 | ||||||||||||||||||||
Total revenue increased by $22.6 million to $375.0 million in the nine months ended September 30, 2026 from $352.4 million in the nine months ended September 30, 2025. The increase is primarily attributable to:
•$14.1 million increase in property rentals and tenant reimbursements due to rent commencements, contractual rent increases and higher operating expenses;
•$7.7 million increase in other income primarily related to the reimbursement of environmental remediation costs received in the first quarter of 2026;
•$5.1 million increase as a result of property acquisitions, net of dispositions;
•$2.1 million increase in lease termination income; and
•$0.1 million increase in percentage rent primarily due to the timing of recognition as compared to 2025; offset by
•$5.3 million decrease in non-cash revenues driven by the accelerated amortization of below-market lease intangibles in the third quarter of 2025; and
•$1.2 million increase in rental revenue deemed uncollectible.
Depreciation and amortization decreased by $6.4 million to $100.3 million in the nine months ended September 30, 2026 from $106.6 million in the nine months ended September 30, 2025. The decrease is primarily attributable to:
•$9.8 million decrease primarily related to accelerated depreciation of in-place leases and tenant improvements in the first nine months of 2025, net of accelerated depreciation of tenant improvements in the first nine months of 2026; offset by
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•$3.4 million increase as a result of property acquisitions, net of dispositions.
Real estate tax expense decreased by $0.2 million to $49.5 million in the nine months ended September 30, 2026 from $49.7 million in the nine months ended September 30, 2025. The decrease is primarily attributable to:
•$0.1 million increase in capitalized real estate taxes due to the commencement of development, redevelopment, and anchor repositioning projects, offset by project completions; and
•$0.1 million decrease for successful appeals, lower assessments and real estate tax refunds in the first nine months of 2026, net of real estate tax increases.
Property operating expenses increased by $6.5 million to $68.9 million in the nine months ended September 30, 2026 from $62.3 million in the nine months ended September 30, 2025. The increase is primarily attributable to:
•$5.9 million increase in insurance premiums, utilities and common area maintenance expenses, primarily driven by snow removal in the first quarter of 2026; and
•$0.6 million increase as a result of property acquisitions, net of dispositions.
General and administrative expenses decreased by $2.6 million to $27.6 million in the nine months ended September 30, 2026 from $30.2 million in the nine months ended September 30, 2025. The decrease is primarily attributable to severance expenses and professional fees incurred in the first nine months of 2025.
We recognized a $36.0 million gain on sale of real estate during the nine months ended September 30, 2026 related to the sale of Briarcliff Commons. We recognized a $49.7 million gain on sale of real estate during the nine months ended September 30, 2025 related to the sale of two non-core properties and one property parcel.
Interest and debt expense decreased by $0.2 million to $58.5 million in the nine months ended September 30, 2026 from $58.7 million in the nine months ended September 30, 2025. The decrease is primarily attributable to:
•$2.5 million increase in capitalized interest expense due to the commencement of development, redevelopment, and anchor repositioning projects, net of project completions; and
•$0.5 million decrease due to a lower average balance and lower interest rate on our unsecured line of credit; offset by
•$2.4 million increase as a result of new financings and refinancings, net of loan repayments; and
•$0.4 million increase in amortization of deferred financing costs.
We recognized a $0.2 million loss on extinguishment of debt for the nine months ended September 30, 2026 related to the write-off of deferred financing fees for the amendment and restatement of our unsecured line of credit. During the nine months ended September 30, 2025, we recognized a $0.5 million gain on extinguishment of debt for the return of escrow funds related to the Kingswood Center foreclosure, partially offset by a $0.2 million loss on extinguishment of debt related to the prepayment of the mortgage loan secured by the Plaza at Woodbridge.
Income tax expense increased by $0.1 million to $2.0 million in the nine months ended September 30, 2026 from $1.9 million in the nine months ended September 30, 2025. The increase is primarily attributable to the performance of the Puerto Rico properties and higher taxable income on the Company’s taxable REIT subsidiaries.
Non-GAAP Financial Measures
We use NOI internally to make investment and capital allocation decisions and to compare the unlevered performance of our properties to our peers. Further, we believe NOI is useful to investors as a performance measure because, when compared across periods, NOI reflects the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition and disposition activity on an unleveraged basis, providing perspective not immediately apparent from net income. The most directly comparable GAAP financial measure to NOI is net income. NOI excludes certain components from net income in order to provide results that are more closely related to a property’s results of operations. We calculate NOI by adjusting net income to add back depreciation and amortization expense, general and administrative expenses, casualty and real estate impairment losses, interest and debt expense, income tax expense and non-cash lease expense, and deduct management and development fee income from non-owned properties, gains on sale of real estate, interest income, non-cash rental income resulting from the straight-lining of rents and amortization of acquired below market leases net of above market leases. NOI should not be considered a substitute for net income and may not be comparable to similarly titled measures employed by others.
We calculate same-property NOI using net income as defined by GAAP reflecting only those income and expense items that are reflected in NOI (as described above) and excluding properties that were under development, redevelopment or that involve anchor repositioning where a substantial portion of the gross leasable area is taken out of service, and also excluding properties acquired, sold, held for sale, or that are in the foreclosure process during the periods being compared, and results of our captive insurance program. We also exclude the following items in calculating same-property NOI: lease termination fees, bankruptcy settlement income, and income and expenses that we do not believe are representative of ongoing operating results, if any. As such, same-property NOI assists in eliminating disparities in net income due to the development, redevelopment, acquisition,
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disposition or foreclosure of properties, and results of our captive insurance program during the periods presented, and thus provides a more consistent performance measure for the comparison of the operating performance of the Company’s properties, which the Company believes to be useful to investors. Same-property NOI should not be considered a substitute for net income and may not be comparable to similarly titled measures employed by others.
Throughout this section, we have provided certain information on a “same-property” basis which includes the results of operations that were owned and operated for the entirety of the reporting periods being compared, totaling 67 and 65 properties for the three and nine months ended September 30, 2026 and 2025, respectively. Information provided on a same-property basis excludes properties that were under development, redevelopment or that involve anchor repositioning where a substantial portion of the gross leasable area is taken out of service and also excludes properties acquired, sold, held for sale, or that are in the foreclosure process during the periods being compared, and results of our captive insurance program. While there is judgment surrounding changes in designations, a property is removed from the same-property pool when a property is considered to be a redevelopment property because it is undergoing significant renovation or retenanting pursuant to a formal plan and is expected to have a significant impact on property operating income based on the retenanting that is occurring. A development or redevelopment property is moved back to the same-property pool once a substantial portion of the NOI growth expected from the development or redevelopment is reflected in both the current and comparable prior year period, generally one year after at least 80% of the expected NOI from the project is realized on a cash basis. Acquisitions are moved into the same-property pool once we have owned the property for the entirety of the comparable periods and the property is not under significant development or redevelopment.
Same-property NOI increased by $3.0 million, or 4.5%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025 and increased by $6.7 million, or 3.5%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. Same-property NOI including properties in redevelopment increased by $3.3 million, or 4.6%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025 and increased by $7.5 million, or 3.6%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025.
The following table reconciles net income to NOI, same-property NOI, and same-property NOI including properties in redevelopment for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (Amounts in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net income | $ | 53,801 | $ | 15,541 | $ | 95,995 | $ | 84,716 | |||||||||||||||
| Depreciation and amortization | 32,906 | 36,831 | 100,254 | 106,628 | |||||||||||||||||||
| Interest and debt expense | 19,962 | 19,374 | 58,482 | 58,666 | |||||||||||||||||||
| General and administrative expense | 8,776 | 8,976 | 27,592 | 30,224 | |||||||||||||||||||
| Gain on sale of real estate | (36,006) | (233) | (36,006) | (49,695) | |||||||||||||||||||
| Loss (gain) on extinguishment of debt | — | — | 212 | (323) | |||||||||||||||||||
| Other expense (income) | 394 | (40) | (7,237) | 882 | |||||||||||||||||||
| Income tax expense | 872 | 600 | 1,999 | 1,862 | |||||||||||||||||||
| Interest income | (549) | (824) | (1,541) | (2,098) | |||||||||||||||||||
| Non-cash revenue and expenses | (2,692) | (7,761) | (10,287) | (13,795) | |||||||||||||||||||
| NOI | 77,464 | 72,464 | 229,463 | 217,067 | |||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Sunrise Mall net operating loss | 165 | 134 | 689 | 769 | |||||||||||||||||||
| Tenant bankruptcy settlement income and lease termination income | — | (98) | (2,315) | (167) | |||||||||||||||||||
Non-same property NOI and other(1) | (6,750) | (4,653) | (30,788) | (27,295) | |||||||||||||||||||
| Same-property NOI | $ | 70,879 | $ | 67,847 | $ | 197,049 | $ | 190,374 | |||||||||||||||
| NOI related to properties being redeveloped | 3,736 | 3,507 | 20,180 | 19,317 | |||||||||||||||||||
| Same-property NOI including properties in redevelopment | $ | 74,615 | $ | 71,354 | $ | 217,229 | $ | 209,691 | |||||||||||||||
(1) Non-same property NOI includes NOI related to properties being redeveloped and properties acquired, disposed, held for sale, or that are in the foreclosure process during the periods being compared, and results of the Company’s captive insurance program.
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Funds From Operations
FFO applicable to diluted common shareholders was $50.4 million for the three months ended September 30, 2026 compared to $52.0 million for the three months ended September 30, 2025, and $159.5 million for the nine months ended September 30, 2026 compared to $141.2 million for the nine months ended September 30, 2025.
We calculate FFO in accordance with the National Association of Real Estate Investment Trusts’ (“Nareit”) definition. Nareit defines FFO as net income (computed in accordance with GAAP), excluding gains (or losses) from sales of depreciable real estate and land when connected to the main business of a REIT, impairments on depreciable real estate or land related to a REIT's main business, earnings from consolidated partially owned entities, and rental property depreciation and amortization expense. We believe FFO is a meaningful non-GAAP financial measure useful in comparing our levered operating performance from period to period both internally and among our peers because this non-GAAP measure excludes net gains on sales of depreciable real estate, real estate impairment losses, rental property depreciation and amortization expense which implicitly assumes that the value of real estate diminishes predictably over time rather than fluctuating based on market conditions. We believe the presentation of comparable period operating results generated from FFO provides useful information to investors because the definition excludes items included in net income that do not relate to, or are not, indicative of our operating and financial performance, such as depreciation and amortization related to real estate, and items which can make periodic and peer analyses of operating and financial performance more difficult, such as gains (or losses) from sales of depreciable real estate and land when connected to the main business of a REIT and impairments on depreciable real estate or land related to a REIT's main business. FFO does not represent cash flows from operating activities in accordance with GAAP, should not be considered an alternative to net income as an indication of our performance, and is not indicative of cash flow as a measure of liquidity or our ability to make cash distributions. FFO may not be comparable to similarly titled measures employed by others.
The following table reflects the reconciliation of net income to FFO for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (Amounts in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net income | $ | 53,801 | $ | 15,541 | $ | 95,995 | $ | 84,716 | |||||||||||||||
| Less net (income) loss attributable to noncontrolling interests in: | |||||||||||||||||||||||
| Consolidated subsidiaries | 235 | 230 | 715 | 721 | |||||||||||||||||||
| Operating partnership | (2,596) | (836) | (4,703) | (4,326) | |||||||||||||||||||
| Net income attributable to common shareholders | 51,440 | 14,935 | 92,007 | 81,111 | |||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Rental property depreciation and amortization | 32,405 | 36,413 | 98,783 | 105,446 | |||||||||||||||||||
Limited partnership interests in operating partnership(1) | 2,596 | 836 | 4,703 | 4,326 | |||||||||||||||||||
| Gain on sale of real estate | (36,006) | (233) | (36,006) | (49,695) | |||||||||||||||||||
| FFO applicable to diluted common shareholders | $ | 50,435 | $ | 51,951 | $ | 159,487 | $ | 141,188 | |||||||||||||||
(1) Represents earnings allocated to LTIP and OP unitholders for unissued common shares. LTIP and OP Units are excluded for purposes of calculating earnings per diluted share when their effect is anti-dilutive.
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Liquidity and Capital Resources
Due to the nature of our business, the cash generated from operations is primarily paid to our shareholders and unitholders of the Operating Partnership in the form of distributions. Our status as a REIT requires that we generally distribute at least 90% of our REIT’s ordinary taxable income each year. Our Board of Trustees declared a quarterly dividend of $0.21 per common share and OP Unit for the first three quarters of 2026, or an annual rate of $0.84. Historically, we have paid regular cash dividends; however, the timing, declaration, amount and payment of distributions to shareholders and unitholders of the Operating Partnership fall within the discretion of our Board of Trustees. Our Board of Trustees’ decisions regarding the payment of dividends depend on many factors, such as maintaining our REIT status, our financial condition, earnings, capital requirements, debt service obligations, limitations under our financing arrangements, industry practice, legal requirements, regulatory constraints, and other factors.
Property rental income is our primary source of cash flow and is dependent on a number of factors, including our occupancy level and rental rates, as well as our tenants’ ability to pay rent. Our properties have historically provided us with a relatively consistent stream of cash flow that enables us to pay operating expenses, debt service and recurring capital expenditures. Other sources of liquidity to fund cash requirements include proceeds from financings, equity offerings and asset sales.
On January 22, 2026, we amended and restated the credit agreement for our unsecured line of credit which reduced the facility size by $100 million to $700 million and extended the maturity date to June 28, 2030, with two six-month extension options. In conjunction with the amendment and restatement of the unsecured line of credit we executed agreements for two term loans aggregating $250 million which includes a 5-year maturity and a 7-year maturity of $125 million each, both of which have a 12-month delayed-draw feature (collectively, the “term loans”). As of September 30, 2026, there was $75 million outstanding under the unsecured line of credit bearing interest at SOFR plus an applicable margin per the credit agreement and no amounts drawn on either of the 5-year or 7-year term loans. The Company has obtained seven letters of credit issued under the unsecured line of credit, aggregating $20.5 million. The letters of credit were provided to mortgage lenders and other entities to secure its obligations in relation to certain reserves and capital requirements and have reduced the amount available under the facility commensurate with their face values. As of September 30, 2026, the letters of credit remain undrawn and no separate liability has been recorded in association with them. As of September 30, 2026, we had an available remaining capacity of $604.5 million under the unsecured line of credit, net of undrawn letters of credit, and $250 million available under the term loans, aggregating $854.5 million of capacity under the unsecured line of credit and term loans. See Note 6 to the consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information regarding the unsecured line of credit and delayed-draw term loans.
In August 2025, in connection with the launch of the ATM Program, the Company entered into an equity distribution agreement with various financial institutions acting as agents, forward sellers, and forward purchasers (the “Equity Distribution Agreement”). Pursuant to the Equity Distribution Agreement, the Company may from time to time offer and sell, through the agents and forward sellers, the Company’s common shares, par value $0.01 per share, having an aggregate offering price of up to $250 million (the “ATM Program”). The ATM Program replaced the Company’s previous at-the-market program established on August 15, 2022. During the nine months ended September 30, 2026 and 2025, the Company did not issue any common shares under the current or prior ATM Program. See Note 14, Equity and Noncontrolling Interest in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information regarding the ATM Program.
Our short-term cash requirements consist of normal recurring operating expenses, lease obligations, regular debt service requirements, general and administrative expenses, expenditures related to leasing activity and distributions to shareholders and unitholders of the Operating Partnership. Our long-term capital requirements consist primarily of maturities under our long-term debt agreements, development and redevelopment costs and potential acquisitions. As of the date of this filing, we have approximately $236.7 million of debt maturing within the next 12 months related to mortgage loans encumbering six of our properties and are actively exploring our options to repay or refinance the loans.
At September 30, 2026, we had cash and cash equivalents, including restricted cash, of $86.2 million and approximately $854.5 million available under our unsecured line of credit and term loans. The available balance under our unsecured line of credit, term loans and cash on hand are readily available to fund the debt obligations discussed above which are coming due within the next year.
Summary of Cash Flows
Cash and cash equivalents, including restricted cash, was $86.2 million at September 30, 2026, compared to $78.9 million at December 31, 2025 and $144.8 million at September 30, 2025, an increase of $7.3 million and a decrease of $58.6 million, respectively. Our cash flow activities are summarized as follows:
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| Nine Months Ended September 30, | |||||||||||||||||
| (Amounts in thousands) | 2026 | 2025 | $ Change | ||||||||||||||
| Net cash provided by operating activities | $ | 171,083 | $ | 131,734 | $ | 39,349 | |||||||||||
| Net cash used in investing activities | (197,087) | (11,148) | (185,939) | ||||||||||||||
| Net cash provided by (used in) financing activities | 33,314 | (66,432) | 99,746 | ||||||||||||||
Operating Activities
Net cash flow provided by operating activities primarily consists of cash inflows from rental revenue and cash outflows for property operating expenses, general and administrative expenses and interest and debt expense.
Net cash provided by operating activities of $171.1 million for the nine months ended September 30, 2026 increased by $39.3 million from $131.7 million for the nine months ended September 30, 2025. The increase is due to higher rental revenues for tenant rent commencements, reimbursement for previously incurred environmental remediation costs, lease termination income, real estate tax refunds received during 2026, and the timing of cash receipts and payments related to tenant collections and operating expenses.
Investing Activities
Net cash flow used in investing activities is impacted by the timing and extent of our real estate development, capital improvements, and acquisition and disposition activities during the period.
Net cash used in investing activities of $197.1 million for the nine months ended September 30, 2026 increased by $185.9 million from cash used in investing activities of $11.1 million for the nine months ended September 30, 2025. The change in investing activity cash flows is primarily due to:
•$115.0 million increase in cash used for the acquisition of real estate and the purchase of a leasehold interest in the first nine months of 2026;
•$38.0 million decrease in cash provided by the sale of real estate driven by dispositions in the second quarter of 2025, partially offset by a disposition in the third quarter of 2026; and
•$32.9 million increase in cash used for real estate development and capital improvements in the first nine months of 2026.
The Company had 18 active development, redevelopment or anchor repositioning projects with total estimated costs of $151.6 million, of which $95.0 million had been incurred and $56.6 million remained to be funded as of September 30, 2026.
The following summarizes capital expenditures presented on a cash basis for the nine months ended September 30, 2026 and 2025:
| Nine Months Ended September 30, | ||||||||||||||
| (Amounts in thousands) | 2026 | 2025 | ||||||||||||
| Capital expenditures: | ||||||||||||||
| Redevelopment and repositioning | $ | 41,905 | $ | 34,843 | ||||||||||
| New development and outparcels | 44,724 | 11,350 | ||||||||||||
| Maintenance capital expenditures | 6,065 | 13,736 | ||||||||||||
| Tenant improvements and leasing landlord work | 14,292 | 14,194 | ||||||||||||
| Total capital expenditures | $ | 106,986 | $ | 74,123 | ||||||||||
Financing Activities
Net cash flow provided by or used in financing activities is impacted by the timing and extent of issuances of debt and equity securities, distributions paid to common shareholders and unitholders of the Operating Partnership, as well as principal and other payments associated with our outstanding indebtedness.
Net cash provided by financing activities of $33.3 million for the nine months ended September 30, 2026 increased by $99.7 million from cash used in financing activities of $66.4 million for the nine months ended September 30, 2025. The change in financing activity cash flows is primarily due to:
•$154.1 million decrease in debt repayments;
•$0.8 million increase in cash contributed by noncontrolling interests; and
•$0.2 million decrease in costs for the potential issuance of common shares; offset by
38
•$41.1 million decrease in mortgage proceeds, net of credit facility borrowings;
•$8.9 million increase in distributions to shareholders and unitholders of the Operating Partnership; and
•$5.4 million increase in debt issuance costs driven by the amendment and extension of our unsecured line of credit and the Plaza at Woodbridge mortgage financing in the first nine months of 2026.
Contractual Obligations
We have contractual obligations related to our mortgage loans, unsecured line of credit and term loans that are both fixed and variable. As of September 30, 2026, our only variable rate exposure was related to our unsecured line of credit that bears interest at a floating rate based on SOFR plus an applicable margin of 1.00%. Further information on our mortgage loans, unsecured line of credit and term loans can be found in Note 6 to the consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
In addition, we have contractual obligations for certain properties that are subject to long-term ground and building leases where a third party owns and has leased the underlying land to us. We also have non-cancelable operating leases pertaining to office space from which we conduct our business.
Additional contractual obligations that are not considered to be long-term, fixed in amount or easily determinable include:
•Obligations related to construction and development contracts. Such contracts or obligations will generally be due over the next two years;
•Obligations related to maintenance contracts, which can typically be canceled upon 30 to 60 days’ notice without penalty;
•Obligations related to employment contracts with certain executive officers which are subject to cancellation by either the Company or the executive without cause upon notice;
•Obligations related to letters of credit issued under our unsecured line of credit; and
•Recorded debt premiums or discounts.
We believe that cash flows from our current operations, cash on hand, unsecured line of credit, term loans, the potential to refinance our loans and our general ability to access the capital markets will be sufficient to finance our operations and fund our obligations in both the short-term and long-term.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
We have exposure to fluctuations in interest rates, which are sensitive to many factors that are beyond our control. The following table discusses our exposure to hypothetical changes in market rates of interest on interest expense for our variable rate debt and fixed rate debt. This analysis does not take into account all of the factors that may affect our debt, such as the effect that a changing interest rate environment could have on the overall level of economic activity or the action that our management might take to reduce our exposure to the change. This analysis assumes no change in our financial structure. As of September 30, 2026, our variable rate debt outstanding had rates indexed to SOFR.
| 2026 | 2025 | ||||||||||||||||||||||||||||
| (Amounts in thousands) | September 30, Balance | Weighted Average Interest Rate | Effect of 1% Change in Base Rates | December 31, Balance | Weighted Average Interest Rate | ||||||||||||||||||||||||
| Variable rate debt | $ | 75,000 | 4.88% | $ | 750 | $ | — | N/A | |||||||||||||||||||||
| Fixed rate debt | 1,640,064 | (3) | 5.02% | — | (2) | 1,619,388 | 5.03% | ||||||||||||||||||||||
| $ | 1,715,064 | (1) | $ | 750 | $ | 1,619,388 | (1) | ||||||||||||||||||||||
(1) Excludes unamortized debt issuance costs of $10.2 million and $12.6 million as of September 30, 2026 and December 31, 2025, respectively. Debt issuance costs related to our unsecured line of credit and term loans are included within prepaid expenses and other assets on the consolidated balance sheets.
(2) If the weighted average interest rate of our fixed rate debt increased by 1% (i.e. due to refinancing at higher rates), annualized interest expense would have increased by approximately $16.4 million based on outstanding balances as of September 30, 2026.
(3) Includes the Shoppers World, Montclair, and Plaza at Woodbridge mortgage loans that are hedged with interest rate swap agreements, fixing the interest rates at 5.12%, 3.15%, and 5.03%, respectively.
We may utilize various financial instruments to mitigate the impact of interest rate fluctuations on our cash flows and earnings, including hedging strategies, depending on our analysis of the interest rate environment and the costs and risks of such strategies. We do not enter into any financial instrument agreements, such as derivative agreements, for speculation or trading purposes. As of September 30, 2026, the Company was a counterparty to three interest rate derivative agreements which have been designated as cash flow hedges. These derivative instruments are assessed quarterly and as of September 30, 2026, all meet the criteria of an effective hedge.
Fair Value of Debt
The estimated fair value of our consolidated debt is calculated based on current market prices and discounted cash flows at the current rate at which similar loans would be made to borrowers with similar credit ratings for the remaining term of such debt. As of September 30, 2026, the estimated fair value of our consolidated debt was $1.6 billion.
Other Market Risks
As of September 30, 2026, we had no material exposure to any other market risks (including foreign currency exchange risk or commodity price risk).
In making this determination and for purposes of the SEC’s market risk disclosure requirements, we have estimated the fair value of our financial instruments at September 30, 2026 based on pertinent information available to management as of that date. Although management is not aware of any factors that would significantly affect the estimated amounts as of September 30, 2026, future estimates of fair value and the amounts which may be paid or realized in the future may differ significantly from amounts presented.
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ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures (Urban Edge Properties)
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. Because of inherent limitations, disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of disclosure controls and procedures are met.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective.
There have not been any changes in our internal control over financial reporting (as defined in Rule 13a-15(f)) that occurred during the three months ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Evaluation of Disclosure Controls and Procedures (Urban Edge Properties LP)
The Operating Partnership’s management maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer of our general partner, as appropriate to allow timely decisions regarding required disclosures. Because of inherent limitations, disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of disclosure controls and procedures are met.
The Operating Partnership’s management, with the participation of the Chief Executive Officer and Chief Financial Officer of our general partner, evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer of our general partner concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective.
There have not been any changes in our internal control over financial reporting (as defined in Rule 13a-15(f)) that occurred during the three months ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are party to various legal actions that arise in the ordinary course of business. In our opinion, after consultation with legal counsel, the outcome of such matters is not expected to have a material adverse effect on our financial position, results of operations or cash flows.
ITEM 1A. RISK FACTORS
Except to the extent additional factual information disclosed elsewhere in this Quarterly Report on Form 10-Q relates to such risk factors (including, without limitation, the matters discussed in Part I, “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations”), there were no material changes to the risk factors disclosed in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 11, 2026.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Urban Edge Properties
(a) Recent Sales of Unregistered Securities: Not applicable.
(b) Use of Proceeds from Sales of Registered Securities: Not applicable.
(c) Issuer Purchases of Equity Securities:
| Period | (a) Total Number of Shares Purchased | (b) Average Price Paid per Share | (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | (d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Plans or Programs(1) | ||||||||||||||||||||||
| July 1, 2026 - July 31, 2026 | — | $ | — | — | $ | 145,900,000 | ||||||||||||||||||||
| August 1, 2026 - August 31, 2026 | — | — | — | $ | 145,900,000 | |||||||||||||||||||||
| September 1, 2026 - September 30, 2026 | — | — | — | $ | 145,900,000 | |||||||||||||||||||||
| Total | — | $ | — | — | ||||||||||||||||||||||
(1) In March 2020, the Board of Trustees authorized a share repurchase program for up to $200 million of the Company’s common shares. Under the program, the Company may repurchase its shares from time to time in the open market or in privately negotiated transactions in compliance with SEC Rule 10b-18. The share repurchase program does not obligate the Company to acquire any particular amount of common shares and may be suspended or discontinued at any time at the Company’s discretion.
Urban Edge Properties LP
(a) Recent Sales of Unregistered Securities: Not applicable.
(b) Use of Proceeds from Sales of Registered Securities: Not applicable.
(c) Issuer Purchases of Equity Securities: Not applicable.
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
During the three months ended September 30, 2026, none of the Company’s trustees or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, terminated or modified
ITEM 6. EXHIBITS
The exhibits listed below are included in, or incorporated by reference into, this Quarterly Report on Form 10-Q.
INDEX TO EXHIBITS
The following exhibits are included as part of this Quarterly Report on Form 10-Q:
| Exhibit Number | Exhibit Description | |||||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema | |||||||
| 101.CAL* | Inline XBRL Extension Calculation Linkbase | |||||||
| 101.LAB* | Inline XBRL Extension Labels Linkbase | |||||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase | |||||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase | |||||||
| 104* | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*) | |||||||
* Filed herewith
** In accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.
| URBAN EDGE PROPERTIES | |||||
| (Registrant) | |||||
| /s/ Mark Langer | |||||
Mark Langer, Chief Financial Officer | |||||
Date: October 28, 2026 | |||||
| URBAN EDGE PROPERTIES LP | |||||
| By: Urban Edge Properties, General Partner | |||||
| /s/ Mark Langer | |||||
Mark Langer, Chief Financial Officer | |||||
Date: October 28, 2026 | |||||
44
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Jeffrey S. Olson, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Urban Edge Properties;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of trustees (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| October 28, 2026 | ||||||||
| /s/ Jeffrey S. Olson | ||||||||
| Jeffrey S. Olson | ||||||||
| Chairman of the Board of Trustees and Chief Executive Officer of Urban Edge Properties | ||||||||
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Mark Langer, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Urban Edge Properties;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of trustees (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| October 28, 2026 | ||||||||
| /s/ Mark Langer | ||||||||
| Mark Langer | ||||||||
| Chief Financial Officer of Urban Edge Properties | ||||||||
EXHIBIT 31.3
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Jeffrey S. Olson, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Urban Edge Properties LP;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of trustees (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| October 28, 2026 | ||||||||
| /s/ Jeffrey S. Olson | ||||||||
| Jeffrey S. Olson | ||||||||
| Chairman of the Board of Trustees and Chief Executive Officer of Urban Edge Properties, general partner of Urban Edge Properties LP | ||||||||
EXHIBIT 31.4
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Mark Langer, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Urban Edge Properties LP;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of trustees (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| October 28, 2026 | ||||||||
| /s/ Mark Langer | ||||||||
| Mark Langer | ||||||||
| Chief Financial Officer of Urban Edge Properties, general partner of Urban Edge Properties LP | ||||||||
EXHIBIT 32.1
CERTIFICATION
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsection (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code)
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code), the undersigned officer of Urban Edge Properties, hereby certifies, to such officer’s knowledge, that:
The Quarterly Report on Form 10-Q for the period ended September 30, 2026 (the “Report”) of Urban Edge Properties fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Urban Edge Properties.
| October 28, 2026 | /s/ Jeffrey S. Olson | ||||||||||
| Name: | Jeffrey S. Olson | ||||||||||
| Title: | Chairman of the Board of Trustees and Chief Executive Officer of Urban Edge Properties | ||||||||||
| October 28, 2026 | /s/ Mark Langer | ||||||||||
| Name: | Mark Langer | ||||||||||
| Title: | Chief Financial Officer of Urban Edge Properties | ||||||||||
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
The foregoing certification is being furnished as an exhibit to the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 and, accordingly, is not being filed with the Securities and Exchange Commission as part of the Report and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing).
EXHIBIT 32.2
CERTIFICATION
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsection (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code)
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code), the undersigned officer of Urban Edge Properties, hereby certifies, to such officer’s knowledge, that:
The Quarterly Report on Form 10-Q for the period ended September 30, 2026 (the “Report”) of Urban Edge Properties LP fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Urban Edge Properties LP.
| October 28, 2026 | /s/ Jeffrey S. Olson | ||||||||||
| Name: | Jeffrey S. Olson | ||||||||||
| Title: | Chairman of the Board of Trustees and Chief Executive Officer of Urban Edge Properties, general partner of Urban Edge Properties LP | ||||||||||
| October 28, 2026 | /s/ Mark Langer | ||||||||||
| Name: | Mark Langer | ||||||||||
| Title: | Chief Financial Officer of Urban Edge Properties, general partner of Urban Edge Properties LP | ||||||||||
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
The foregoing certification is being furnished as an exhibit to the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 and, accordingly, is not being filed with the Securities and Exchange Commission as part of the Report and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing).