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Fair Value Measurements
6 Months Ended
Jun. 30, 2026
Fair Value Disclosures [Abstract]  
Fair Value Measurements

13. Fair Value Measurements

All financial instruments of the Company are reflected in the accompanying Condensed Consolidated Balance Sheets at amounts which, in management’s estimation, based upon an interpretation of available market information and valuation methodologies, reasonably approximate their fair values except those listed below, for which fair values are disclosed. The valuation method used to estimate fair value for fixed-rate and variable-rate debt and mortgage and other finance receivables is based on discounted cash flow analyses, with assumptions that include credit spreads, market yield curves, trading activity, loan amounts and debt maturities. The fair values for marketable securities are based on published values, securities dealers’ estimated market values or comparable market sales. The fair value for embedded derivative liability was based on using the “with-and-without” method. The interest rate swaps are measured at fair value using a market standard methodology that incorporates the net present value of estimated future fixed and variable cash flows. The variable cash flows are based on forward interest rate curves derived from observable market data. Such fair value estimates are not necessarily indicative of the amounts that would be realized upon disposition. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements for interest rate swaps.

As a basis for considering market participant assumptions in fair value measurements, the FASB’s Fair Value Measurements and Disclosures guidance establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). The Company’s Exchangeable Senior Notes are not publicly traded, and are classified as Level 2 in the fair value hierarchy given the use of observable inputs such as quoted prices in active markets for similar liabilities or other inputs using observable market data. Valuations are based on expected future payments discounted at risk-adjusted and quoted market prices.

The following table presents the carrying amount and estimated fair value of the Company's financial instruments not measured at fair value as of June 30, 2026 and December 31, 2025 (in thousands):

 

 

 

 

June 30, 2026

 

 

December 31, 2025

 

 

Fair Value Hierarchy

 

Carrying
Amount

 

 

Estimated
Fair Value

 

 

Carrying
Amount

 

 

Estimated
Fair Value

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage and other financing receivables (1)

 

Level 3

 

$

412,730

 

 

$

403,256

 

 

$

383,935

 

 

$

392,222

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes payable, net (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior unsecured notes

 

Level 2

 

$

7,448,436

 

 

$

7,108,100

 

 

$

6,859,458

 

 

$

6,550,537

 

Unsecured term loans

 

Level 3

 

$

859,597

 

 

$

860,110

 

 

$

859,272

 

 

$

860,685

 

Mortgages payable, net (3)

 

Level 3

 

$

431,616

 

 

$

415,841

 

 

$

467,203

 

 

$

455,214

 

 

(1)
The carrying value includes, and the fair value excludes, allowance for credit losses of $5.4 million as of both June 30, 2026 and December 31, 2025.
(2)
The carrying value includes, and the fair value excludes, deferred financing costs of $70.5 million and $62.5 million as of June 30, 2026 and December 31, 2025, respectively.
(3)
The carrying value includes, and the fair value excludes, deferred financing costs of $0.9 million and $0.8 million as of June 30, 2026 and December 31, 2025, respectively.

The Company has certain financial instruments that must be measured under the FASB’s Fair Value Measurements and Disclosures guidance, including available for sale securities, interest rate swap derivative assets/liabilities and embedded derivative liabilities. The Company currently does not have non-financial assets and non-financial liabilities that are required to be measured at fair value on a recurring basis.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level of the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

The tables below present the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025, aggregated by the level of the fair value hierarchy within which those measurements fall (in thousands):

 

 

Balance at
June 30, 2026

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Marketable equity securities

 

$

2,471

 

 

$

2,471

 

 

$

-

 

 

$

-

 

Interest rate swaps derivative assets

 

$

3,154

 

 

$

-

 

 

$

3,154

 

 

$

-

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps derivative liabilities

 

$

18

 

 

$

-

 

 

$

18

 

 

$

-

 

 

 

Balance at
 December 31, 2025

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Marketable equity securities

 

$

2,649

 

 

$

2,649

 

 

$

-

 

 

$

-

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps derivative liabilities

 

$

8,570

 

 

$

-

 

 

$

8,570

 

 

$

-

 

Embedded derivative liability

 

$

5,440

 

 

$

-

 

 

$

-

 

 

$

5,440

 

 

The significant unobservable input (Level 3 inputs) used in measuring the Company’s embedded derivative liability, which is categorized with Level 3 of the fair value hierarchy, was the discount rate of 5.30% as of December 31, 2025.

The table below summarizes the change in the fair value of the embedded derivative liability measured using Level 3 inputs for the six months ended June 30, 2026 and 2025 (in thousands):

 

 

Six Months Ended June 30,

 

 

2026

 

 

2025

 

Balance as of January 1,

 

$

5,440

 

 

$

19,864

 

Settlements

 

 

(5,440

)

 

 

(370

)

Change in fair value (included in Other (expense)/income, net)

 

 

-

 

 

 

(2,459

)

Balance as of June 30,

 

$

-

 

 

$

17,035

 

 

Assets measured at fair value on a non-recurring basis at June 30, 2026 and December 31, 2025, were as follows (in thousands):

 

 

Balance at
 June 30, 2026

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Real estate

 

$

114

 

 

$

-

 

 

$

-

 

 

$

114

 

 

 

Balance at
 December 31, 2025

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Real estate

 

$

9,718

 

 

$

-

 

 

$

-

 

 

$

9,718

 

 

During the six months ended June 30, 2026, the Company recognized a $5.6 million impairment charge related to its investment in preferred stock following the investee’s bankruptcy restructuring filing. This investment was included in Other assets on the Company’s Condensed Consolidated Balance Sheets.

 

During the six months ended June 30, 2026 and 2025, the Company recognized impairment charges related to adjustments to property carrying values of $1.1 million and $8.2 million, respectively. The Company’s estimated fair values of these assets were primarily based upon estimated sales prices from signed contracts or letters of intent from third-party offers, which were less than the carrying value of the assets. The Company did not have access to the unobservable inputs used to determine the estimated fair values of third-party offers. Based on these inputs, the Company determined that its valuation of these investments was classified within Level 3 of the fair value hierarchy.