Shareholders' Equity, Noncontrolling Interests and Other Comprehensive Loss

6 Months Ended

Jun. 30, 2025

Equity, Including Portion Attributable to Noncontrolling Interest [Abstract]

Shareholders' Equity, Noncontrolling Interests and Other Comprehensive Loss

10. Shareholders’ Equity, Noncontrolling Interests and Other Comprehensive Loss

ATM Program

The Company has an at-the-market equity issuance program (“ATM Program”) that provides the Company with an efficient vehicle for raising public equity capital to fund its needs. In February 2025, the Company entered into its current $500.0 million ATM Program, which includes an optional “forward sale” component, and concurrently terminated its existing $400.0 million ATM Program. As of June 30, 2025, $443.7 million remains available for future share issuance under the current program.

As of June 30, 2025, the Company had 2,445,106 forward shares outstanding under its ATM Program. All forward sales agreements require settlement within one-year of the various effective dates. The net forward sales price per share of the forward shares under the ATM program was $22.71 and would result in the Company receiving $55.5 million in net cash proceeds if it were to physically settle all outstanding forward shares.

In March 2025, the Company physically settled 11,172,699 shares outstanding under the ATM Program’s forward, and received net proceeds of $277.9 million.

The Company did not receive any proceeds from the sale of shares at the time it entered into each of the respective forward sale agreements. The Company determined that the ATM forward sales agreements meet the criteria for equity classification and, therefore, are exempt from derivative

accounting. The Company recorded the ATM forward sales agreements at fair value at inception, which was determined to be zero, and no subsequent fair value adjustments are required under equity classification.

Common Shares and Units

During the six months ended June 30, 2025, the Company withheld 5,635 shares of its restricted Common Shares (“Restricted Shares”) to pay the employees’ statutory minimum income tax withholding obligations upon vesting. For the six months ended June 30, 2025, the Company recognized $5.3 million in connection with Restricted Shares and Common OP Units (Note 13).

Share Repurchase Program

In 2018, the Company’s board of trustees (the “Board”) approved a new share repurchase program, which authorizes management, at its discretion, to repurchase up to $200.0 million of its outstanding Common Shares. The program does not obligate the Company to repurchase any specific number of Common Shares and may be discontinued or extended at any time. No shares were repurchased during the six months ended June 30, 2025 or 2024. As of June 30, 2025, $122.5 million remains available under the share repurchase program.

Dividends and Distributions

During the three months ended June 30, 2025 and 2024, the Company declared distributions of $0.20 and $0.18 per Common Share/OP Unit, respectively. During the six months ended June 30, 2025 and 2024, the company declared distributions of $0.40 and $0.36 per Common Share/Unit in the aggregate, respectively.

Noncontrolling Interests

The following tables summarize the change in the noncontrolling interests for the three and six months ended June 30, 2025 and 2024 (dollars in thousands, except per unit data):

	Noncontrolling Interests in Operating Partnership (a)			Noncontrolling Interests in Partially-Owned Affiliates (b)			Total			Redeemable Noncontrolling Interests (c)
Balance as of April 1, 2025	$	95,628		$	369,158		$	464,786		$	25,897
Distributions declared of $0.20 per Common OP Unit and distributions on Preferred OP Units		(1,447	)		—			(1,447	)		—
Net income (loss) for the three months ended June 30, 2025		175			(21,356	)		(21,181	)		(1,724	)
Conversion of 23,118 Common OP Units to Common Shares by limited partners of the Operating Partnership		(395	)		—			(395	)		—
Other comprehensive income - unrealized loss on valuation of swap agreements		(301	)		(274	)		(575	)		—
Reclassification of realized interest expense on swap agreements		(4	)		(596	)		(600	)		—
City Point Loan accrued interest		—			—			—			(3,009	)
Noncontrolling interest contributions		—			377			377			10
Noncontrolling interest distributions		—			(4,875	)		(4,875	)		—
Employee Long-term Incentive Plan Unit Awards		2,969			—			2,969			—
Reallocation of noncontrolling interests (d)		(2,026	)		—			(2,026	)		—
Balance as of June 30, 2025	$	94,599		$	342,434		$	437,033		$	21,174
Balance as of April 1, 2024	$	92,707		$	372,462		$	465,169		$	45,462
Distributions declared of $0.18 per Common OP Unit and distributions on Preferred OP Units		(1,228	)		—			(1,228	)		—
Net income (loss) for the three months ended June 30, 2024		193			2,238			2,431			(2,292	)
Conversion of 255,304 Common OP Units and 41,599 Series C Preferred Units to Common Shares by limited partners of the Operating Partnership		(6,427	)		—			(6,427	)		—
Other comprehensive income - unrealized gain on valuation of swap agreements		86			2,282			2,368			—
Reclassification of realized interest expense on swap agreements		(50	)		(3,637	)		(3,687	)		—
City Point Loan accrued interest		—			—			—			(2,290	)
Capital call receivable		—			6,153			6,153			—
Noncontrolling interest contributions		—			—			—			—
Noncontrolling interest distributions		—			(7,960	)		(7,960	)		(6	)
Employee Long-term Incentive Plan Unit Awards		2,473			—			2,473			—
Reallocation of noncontrolling interests (d)		(2,071	)		—			(2,071	)		—
Balance as of June 30, 2024	$	85,683		$	371,538		$	457,221		$	40,874

	Noncontrolling Interests in Operating Partnership (a)			Noncontrolling Interests in Partially-Owned Affiliates (b)			Total			Redeemable Noncontrolling Interests (c)
Balance at January 1, 2025	$	85,730		$	350,287		$	436,017		$	30,583
Distributions declared of $0.40 per Common OP Unit and distributions on Preferred OP Units		(2,891	)		—			(2,891	)		—
Net income (loss) for the six months ended June 30, 2025		323			(33,100	)		(32,777	)		(3,393	)
Conversion of 136,210 Common OP Units to Common Shares by limited partners of the Operating Partnership		(2,113	)		—			(2,113	)		—
Other comprehensive income - unrealized loss on valuation of swap agreements		(757	)		(1,776	)		(2,533	)		—
Consolidation of previously unconsolidated investment		—			29,573			29,573			—
Reclassification of realized interest expense on swap agreements		(18	)		(1,244	)		(1,262	)		—
City Point Loan accrued interest		—			—			—			(6,026	)
Noncontrolling interest contributions		—			8,368			8,368			10
Noncontrolling interest distributions		—			(9,674	)		(9,674	)		—
Employee Long-term Incentive Plan Unit Awards		5,446			—			5,446			—
Reallocation of noncontrolling interests (d)		8,879			—			8,879			—
Balance at June 30, 2025	$	94,599		$	342,434		$	437,033		$	21,174
Balance at January 1, 2024	$	99,718		$	346,582		$	446,300		$	50,339
Distributions declared of $0.36 per Common OP Unit and distributions on Preferred OP Units		(2,681	)		—			(2,681	)		—
Net income (loss) for the six months ended June 30, 2024		513			(5,654	)		(5,141	)		(4,846	)
Conversion of 1,050,449 Common OP Units and 41,599 Series C Preferred Units to Common Shares by limited partners of the Operating Partnership		(19,341	)		—			(19,341	)		—
Other comprehensive income - unrealized gain on valuation of swap agreements		945			7,660			8,605			—
Reclassification of realized interest expense on swap agreements		(104	)		(7,334	)		(7,438	)		—
City Point Loan accrued interest		—			—			—			(4,613	)
Capital call receivable		—			—			—			—
Noncontrolling interest contributions		—			43,709			43,709
Noncontrolling interest distributions		—			(13,425	)		(13,425	)		(6	)
Employee Long-term Incentive Plan Unit Awards		6,523			—			6,523			—
Reallocation of noncontrolling interests (d)		110			—			110			—
Balance at June 30, 2024	$	85,683		$	371,538		$	457,221		$	40,874

(a)Noncontrolling interests in the Operating Partnership are comprised of (i) the limited partners’ 2,054,386 and 2,065,537 Common OP Units as of June 30, 2025 and 2024, respectively; (ii) 188 Series A Preferred OP Units as of both June 30, 2025 and 2024; (iii) 66,519 and 84,785 Series C Preferred OP Units as of June 30, 2025 and 2024, respectively; and (iv) 5,248,423 and 4,690,993 LTIP units as of June 30, 2025 and 2024, respectively, as discussed in the Amended and Restated 2020 Plan (Note 13). Distributions declared for Preferred OP Units are reflected in net income (loss) in the table above.

(b)Noncontrolling interests in partially-owned affiliates comprise third-party interests in Funds II, III, IV and V, and seven other subsidiaries.

(c)Redeemable noncontrolling interests comprise third-party interests that have been granted put rights, as further described below.

(d)Adjustment reflects the difference between the fair value of the consideration received or paid and the book value of the Common Shares, Common OP Units, Preferred OP Units, and LTIP Units involving changes in ownership.

Redeemable Noncontrolling Interests

Williamsburg Portfolio

In connection with the Williamsburg Portfolio acquisition in February 2022, the venture partner has a one-time right to put its 50.01% interest in the property to the Company for redemption at fair value after five years have passed (“Williamsburg NCI”). As it was unlikely as of the

acquisition date that the venture partner would receive any consideration on redemption due to the Company’s preferential returns, the initial fair value of the Williamsburg NCI was determined to be zero. As of June 30, 2025, the fair value of the Williamsburg NCI was zero.

City Point Loan

In August 2022, the Company provided a loan, through a separate lending subsidiary, to other Fund II investors in City Point, through a separate borrower subsidiary, to fund the investors’ pro-rata contribution necessary to complete the refinancing of the City Point debt, of which $65.9 million was funded at closing (“City Point Loan”). The City Point Loan has a five-year term which matures on August 1, 2027 and is collateralized by the investors' equity in City Point (“City Point NCI”). Because the City Point Loan was granted in return for a capital contribution from the investors, and is collateralized by the City Point NCI, the City Point Loan and accrued interest, net of a $0.9 million allowance for credit loss as of June 30, 2025, is presented as a reduction of the City Point NCI balance. The borrower subsidiary of the City Point Loan was determined to be a VIE for which the Company is not the primary beneficiary. The maximum loss in the VIE is limited to the amount of the City Point Loan and any accrued interest. In connection with the City Point Loan, each partner has a one-time right to put its City Point NCI to the Company for redemption in exchange for the settlement of its proportion of the City Point Loan amount plus either (i) a fixed cash amount or (ii) a cash amount equal to the value of fixed number of Common Shares of the Company on the trading day prior to the election, which began in August 2023 (“Redemption Value”). As a result of granting these redemption rights, the City Point NCI, net of the City Point Loan, has been reclassified and presented as Redeemable noncontrolling interests on the Company’s Consolidated Balance Sheets. Given the carrying value of the City Point NCI at the time of the transaction exceeded the maximum Redemption Value, the Company did not recognize any initial adjustment to accrete the City Point NCI to the Redemption Value. The Company is required to periodically evaluate the maximum redemption amount of the City Point NCI interest and recognize an increase in the carrying value if the redemption value exceeds the then current carrying value. As of June 30, 2025, the Company determined that the carrying value of the City Point NCI exceeded the maximum redemption value and no adjustment was required.

8833 Beverly Boulevard

In July 2023, the Company entered into a limited partnership agreement to own and operate the 8833 Beverly Boulevard property. Following the formation of the partnership, the Company retained a 97.0% controlling interest. At a future point in time, either party may elect a buy-out right, where either the Company may purchase the venture partner’s interest, or the venture partner may sell its 3.0% interest in the partnership (the “8833 Beverly NCI”) to the Company for fair value. As a result of these redemption rights, the 8833 Beverly NCI was initially recorded at fair value. As of June 30, 2025, the redemption value of the 8833 Beverly NCI was $0.1 million. As of June 30, 2025, the Company determined that the carrying value exceeded the maximum redemption value and no adjustment was required.

Preferred OP Units

During 2016, the Operating Partnership issued 442,478 Common OP Units and 141,593 Series C Preferred OP Units to a third party to acquire Gotham Plaza (Note 4). The Series C Preferred OP Units have a value of $100.00 per unit and are entitled to a preferred quarterly distribution of $0.9375 per unit and are convertible into Common OP Units at a rate based on the share price at the time of conversion. If the share price is below $28.80 on the conversion date, each Series C Preferred OP Unit will be convertible into 3.4722 Common OP Units. If the share price is between $28.80 and $35.20 on the conversion date, each Series C Preferred OP Unit will be convertible into a number of Common OP Units equal to $100.00 divided by the closing share price. If the share price is above $35.20 on the conversion date, each Series C Preferred OP Unit will be convertible into 2.8409 Common OP Units. The Series C Preferred OP Units have a mandatory conversion date of December 31, 2025, at which time all units that have not been converted will automatically be converted into Common OP Units based on the same calculations. Through June 30, 2025, 75,074 Series C Preferred OP Units were converted into 260,475 Common OP Units and then into Common Shares.

In 1999, the Operating Partnership issued 1,580 Series A Preferred OP Units in connection with the acquisition of a property, which have a stated value of $1,000 per unit, and are entitled to a preferred quarterly distribution of the greater of (i) $22.50 (9% annually) per Series A Preferred OP Unit or (ii) the quarterly distribution attributable to a Series A Preferred OP Unit if such unit was converted into a Common OP Unit. Through June 30, 2025, 1,392 Series A Preferred OP Units were converted into 185,600 Common OP Units and then into Common Shares. The 188 remaining Series A Preferred OP Units are currently convertible into Common OP Units based on the stated value divided by $7.50. Either the Company or the holders can currently call for the conversion of the Series A Preferred OP Units at the lesser of $7.50 or the market price of the Common Shares as of the conversion date.