UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

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 001-12002

ACADIA REALTY TRUST

(Exact name of registrant as specified in its charter)

Maryland	23-2715194
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

411 Theodore Fremd Avenue, Suite 300 Rye, NY 10580

(Address of principal executive offices)

(914) 288-8100

(Registrant’s telephone number, including area code)

Title of class of registered securities	Trading symbol	Name of exchange on which registered
Common shares of beneficial interest, par value $0.001 per share	AKR	The New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☒ no ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

yes ☐ No ☒

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.

Yes ☒ no ☐

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).

Yes ☒ no ☐

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.

Large Accelerated Filer	☒	Accelerated Filer	☐	Emerging Growth Company	☐
Non-accelerated Filer	☐	Smaller Reporting 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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) YES ☐ NO ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter was approximately $2,432.87 million, based on a price of $18.57 per share, the average sales price for the registrant’s common shares of beneficial interest on the New York Stock Exchange on that date.

The number of shares of the registrant’s common shares of beneficial interest outstanding on February 10, 2026 was 131,039,388.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the proxy statement for the registrant’s 2026 annual meeting of shareholders are incorporated by reference in Part III of this Annual Report on Form 10-K (the “Report”). The proxy statement will be filed by the registrant with the Securities and Exchange Commission (the “SEC”), not later than 120 days after the end of the registrant’s fiscal year.

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ACADIA REALTY TRUST AND SUBSIDIARIES

FORM 10-K

INDEX

Item No.	Description	Page
	PART I
1.	Business	7
1A.	Risk Factors	13
1B.	Unresolved Staff Comments	31
1C.	Cybersecurity	31
2.	Properties	32
3.	Legal Proceedings	41
4.	Mine Safety Disclosures	41
	PART II
5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	41
6.	[Reserved]	43
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	43
7A.	Quantitative and Qualitative Disclosures about Market Risk	56
8.	Financial Statements and Supplementary Data	58
9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	124
9A.	Controls and Procedures	124
9B.	Other Information	126
9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	126
	PART III
10.	Directors, Executive Officers and Corporate Governance	126
11.	Executive Compensation	126
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	127
13.	Certain Relationships and Related Transactions and Director Independence	127
14.	Principal Accountant Fees and Services	127
	PART IV
15.	Exhibits and Financial Statement Schedules	128
16.	Form 10-K Summary	131
	SIGNATURES	132

SPECIAL NOTE REGARDING CERTAIN REFERENCES

All references to “Notes” throughout the document refer to the footnotes to the consolidated financial statements of the registrant referenced in Part II, Item 8. Financial Statements.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Report of Acadia Realty Trust, a Maryland real estate investment trust, (the “Company”), may contain forward-looking statements within the meaning of 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, which are based on certain assumptions and describe our future plans, strategies and expectations are generally identifiable by the use of the words such as “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project,” or the negative thereof, or other variations thereon or comparable terminology. Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause our actual results and financial performance to be materially different from future results and financial performance expressed or implied by such forward-looking statements, including, but not limited to: (i) macroeconomic conditions, including due to geopolitical conditions and instability, which may lead to a disruption of or lack of access to the capital markets, disruptions and instability in the banking and financial services industries and rising inflation; (ii) our success in implementing our business strategy and our ability to identify, underwrite, finance, consummate and integrate diversifying acquisitions and investments; (iii) changes in general economic conditions or economic conditions in the markets in which we may, from time to time, compete, and their effect on our revenues, earnings and funding sources; (iv) increases in our borrowing costs as a result of rising inflation, changes in interest rates and other factors; (v) our ability to pay down, refinance, restructure or extend our indebtedness as it becomes due; (vi) our investments in joint ventures and unconsolidated entities, including our lack of sole decision-making authority and our reliance on our joint venture partners’ financial condition; (vii) our ability to obtain the financial results expected from our development and redevelopment projects; (viii) our tenants’ ability and willingness to renew their leases with us upon expiration, our ability to re-lease our properties on the same or better terms in the event of nonrenewal or in the event we exercise our right to replace an existing tenant, and obligations we may incur in connection with the replacement of an existing tenant; (ix) our potential liability for environmental matters; (x) damage to our properties from catastrophic weather and other natural events, and the physical effects of climate change; (xi) the economic, political and social impact of, and uncertainty surrounding, any public health crisis, which adversely affected the Company and its tenants’ business, financial condition, results of operations and liquidity; (xii) uninsured losses; (xiii) our ability and willingness to maintain our qualification as a real estate investment trust (“REIT”) in light of economic, market, legal, tax and other considerations; (xiv) information technology (“IT”) security breaches, including increased cybersecurity risks relating to the use of remote technology and artificial intelligence (“AI”); (xv) risks associated with our use of AI tools, which could result in reputational harm, and legal or regulatory liability; (xvi) the loss of key executives; and (xvii) the accuracy of our methodologies and estimates regarding corporate responsibility metrics, goals and targets, tenant willingness and ability to collaborate towards reporting such metrics and meeting such goals and targets, and the impact of governmental regulation on our corporate responsibility efforts.

The factors described above are not exhaustive and additional factors could adversely affect the Company’s future results and financial performance, including the risk factors discussed under the section captioned “Risk Factors” set forth under the headings Item 1A. Risk Factors and Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Report. These risks and uncertainties should be considered in evaluating any forward-looking statements contained or incorporated by reference herein. Any forward-looking statements speak only as of the date hereof. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any changes in the Company’s expectations with regard thereto or changes in the events, conditions, or circumstances on which such forward-looking statements are based.

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SUMMARY RISK FACTORS

Set forth below is a summary of the risks described under Item 1A. Risk Factors of this Report:

•There are risks relating to investments in real estate that could adversely affect our financial condition, cash flows, results of operations, and ability to satisfy our debt service obligations and make distributions to our shareholders.

•We rely on revenues derived from tenants, in particular our key tenants, and a decrease in those revenues could adversely affect our ability to make distributions to our shareholders.

•Anchor tenants and co-tenancy are crucial to the success of retail properties and vacated anchor space directly and indirectly affects our rental revenues.

•The bankruptcy of, or a downturn in the business of, any of our major tenants or a significant number of our smaller tenants may adversely affect our financial condition, cash flows, results of operations and property values.

•We may not be able to renew current leases or the terms of re-letting (including the cost of concessions to tenants) may be less favorable to us than current lease terms.

•Our business is significantly influenced by demand for retail space generally, and a decrease in such demand may have a greater adverse effect on our business than if we owned a more diversified real estate portfolio.

•E-commerce may cause a downturn in the business of our current tenants and affect future leases, which could adversely affect our financial condition.

•Many of our real estate costs are fixed, even if income from our properties decreases, which would cause a decrease in net income.

•Our ability to change our portfolio is limited because real estate investments are illiquid.

•We could be adversely affected by conditions in the markets where our properties are geographically concentrated.

•Our development and construction activities could affect our operating results.

•Developments and acquisitions may fail to perform as expected, which could adversely affect our results of operations.

•We may not be able to recover our investments in other retail operations investments, which may result in significant losses to us.

•Our real estate assets may be subject to impairment charges.

•If a third-party vendor fails to provide agreed upon services, we may suffer losses.

•Actual or perceived threats associated with epidemics, pandemics or other public health crises, have had and could continue to have a material adverse effect on our and our tenants’ businesses, financial condition, results of operations, cash flow, liquidity, and ability to access the capital markets and satisfy debt service obligations.

•If we decided to employ higher leverage levels, we would be subject to increased debt service requirements and a higher risk of default on our debt obligations, which could adversely affect our financial conditions, cash flows and ability to make distributions to our shareholders. In addition, increases or changes in interest rates could cause our borrowing costs to rise and may limit our ability to refinance debt.

•Our inability to raise capital or to carry out our growth strategy could adversely affect our financial condition, cash flows and results of operations.

•Our structured financing portfolio is subject to specific risks relating to the structure and terms of the instruments and the underlying collateral.

•We are exposed to possible liability relating to environmental matters.

•Uninsured losses or a loss in excess of insured limits could adversely affect our financial condition, cash flows and results of operations.

•We may from time to time be subject to litigation that could negatively impact our financial condition, cash flows, results of operations and the trading price of our Common Shares (as defined below).

•Compliance with the Americans with Disabilities Act of 1990, as amended (the “ADA”) and fire, safety and other regulations may require us to make unplanned expenditures that could adversely affect our financial condition, cash flows and results of operations.

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•The loss of key management members could have an adverse effect on our business, financial condition, and results of operations.

•We have pursued and may in the future continue to pursue extensive growth opportunities, including investing in new markets, which may result in significant demands on our operational, administrative, and financial resources.

•Our board of trustees (“Board”) may change our investment policy or objectives without shareholder approval.

•Concentration of ownership by certain investors may allow these investors to exert influence over the business and affairs of our Company.

•Restrictions on a potential change of control could prevent changes that would be beneficial to our shareholders.

•Certain provisions of Maryland law may limit the ability of a third party to acquire control of our Company.

•Our rights and our shareholders’ rights to take action against trustees and officers are limited, which could limit recourse in the event of actions not in the best interests of shareholders.

•We operate through a partnership structure, which could have an adverse effect on our ability to manage our assets.

•Our joint venture investments carry additional risks not present in our direct investments.

•We are subject to risks and liabilities in connection with forming and attracting third-party investment in co-investment ventures, investing in new or existing co-investment ventures, and managing properties through co-investment ventures.

•There can be no assurance we have qualified or will remain qualified as a REIT for federal income tax purposes.

•Legislative or regulatory tax changes could have an adverse effect on our status as a REIT for federal income tax purposes.

•We may be required to borrow funds or sell assets to satisfy the REIT distribution requirements.

•Dividends payable by REITs generally do not qualify for reduced tax rates.

•Complying with REIT requirements may cause us to forego otherwise attractive opportunities or liquidate otherwise attractive investments.

•We have limits on ownership of our shares of beneficial interest.

•Distribution requirements imposed by law limit our operating flexibility.

•The economic environment may cause us to lose tenants and may impair our ability to borrow money to purchase properties, refinance existing debt or finance our current development projects.

•Political and economic uncertainty could have an adverse effect on our business.

•Inflation may adversely affect our financial condition, cash flows and results of operations.

•Competition may adversely affect our ability to purchase properties and to attract and retain tenants.

•Changes in market conditions could have an adverse effect on our share price and our ability to access the public equity markets.

•Outages, computer viruses and similar events could disrupt our operations.

•Increased IT security threats and more sophisticated computer crime could pose a risk to our systems, networks, and services.

•AI presents risks and challenges that can impact our business, results of operations, and reputation, including by posing security risks to our confidential information, proprietary information, and personal data.

•Use of social media may adversely impact our reputation and business.

•Climate change and natural disasters could adversely affect our properties and business.

•Future terrorist attacks or civil unrest could harm the demand for, and the value of, our properties.

•Increased scrutiny by and changing expectations from investors, tenants, employees, and other stakeholders regarding our corporate responsibility practices and reporting could cause us to incur additional costs and adversely impact our reputation, tenant and employee acquisition and retention, and access to capital.

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PART I

ITEM 1. BUSINESS.

GENERAL

Acadia Realty Trust (the “Trust”, and collectively with its consolidated subsidiaries, the “Company”, “Acadia”, “we”, “us” or “our”) is a fully-integrated, Maryland-formed equity REIT focused on the ownership, acquisition, development, and management of high-quality retail properties located primarily in high-barrier-to-entry, supply-constrained, densely populated metropolitan areas in the United States. Acadia owns and operates a core real estate portfolio of street and open-air retail properties in the nation’s most dynamic corridors (“REIT Portfolio”), along with an investment management platform that targets opportunistic and value-add investments through its institutional co-investment vehicles (“Investment Management”).

All assets are held by, and operations conducted through, Acadia Realty Limited Partnership (the “Operating Partnership”) and its affiliated entities. As of December 31, 2025, the Trust controlled approximately 96% of the Operating Partnership as the sole general partner, entitling us to share in any cash distributions and profits and losses proportionate to our interest. Limited partners primarily include entities or individuals that contributed property interests in exchange for common or preferred units of limited partnership interest (“Common OP Units” or “Preferred OP Units”, and collectively, “OP Units”), as well as employees awarded restricted Common OP Units as long-term incentive compensation (“LTIP Units”). Holders of Common OP and LTIP Units generally have the right to exchange their units on a one-for-one basis for our common shares of beneficial interest (“Common Shares”). This structure is commonly referred to as an umbrella partnership “REIT”, or “UPREIT”.

As of December 31, 2025, we owned or held an ownership interest in 228 properties through our REIT Portfolio and Investment Management platform (Note 1). The majority of our operating income is derived from rental revenues from operating properties, including expense recoveries from tenants, offset by operating and overhead expenses.

BUSINESS OBJECTIVES AND STRATEGIES

Our primary business objective is to acquire and manage commercial retail properties that generate cash for shareholder distributions and create the potential for capital appreciation to enhance investor returns. We execute on a focused strategy designed to drive long-term, profitable growth by leveraging the strength of our REIT Portfolio and Investment Management platform. Our strategic priorities are organized within our Operating, Investment, and Capital Strategies, as outlined below:

Operating Strategy

•Maximizing Internal Growth: We remain focused on optimizing tenant mix, executing timely re-tenanting of space, and improving operational efficiency across our portfolio, and, when market conditions allow, increasing rental rates to capture embedded growth opportunities. In 2025, our REIT Portfolio delivered continued growth driven by higher revenues and improved operating performance across our stabilized properties.

•Investing in Our People and Platform: We believe our people and fully integrated operating platform are critical differentiators. We are committed to attracting, developing, and retaining talented professionals across leasing, property management, construction, finance, and legal functions. This investment supports disciplined execution, institutional-quality operations, and alignment with our long-term strategic objectives.

Investment Strategy

•Executing Accretive Acquisitions: We pursue acquisitions that align with our strategy of targeting high-growth, residentially dense markets with durable tenant demand. In 2025, we have completed approximately $487.3 million of acquisitions in our REIT Portfolio and Investment Management platform, including high-quality street retail assets in key urban corridors and well-located suburban markets.

•Advancing Development/Redevelopment: We capitalize on value-enhancing development and redevelopment opportunities.

•Scaling Investment Management: Through our institutional co-investment vehicles, we pursue opportunistic and value-add investments that complement our REIT Portfolio. We maintain meaningful ownership stakes in these ventures, aligning our interests with those of our partners.

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Capital Strategy

•Maintaining Financial Flexibility: We are committed to maintaining a strong and flexible balance sheet through conservative financial practices, with the goal of supporting continued investment while preserving liquidity and access to capital markets.

Operating Strategy — Driving Internal Growth Through Active Asset Management

Our operating strategy is centered on maximizing internal growth across our existing portfolio through disciplined, hands-on asset management. We focus on optimizing tenant mix, executing timely re-tenanting, capturing contractual rent escalations and mark-to-market opportunities, and improving occupancy in supply-constrained markets. We also emphasize operating efficiency through expense control and lease structures that generally require tenants to pay their proportionate share of property-level costs, helping to support stable net operating income growth.

We operate a fully integrated platform, with core functions, including: leasing, property management, construction, finance, and legal, typically performed by our in-house team. This vertical integration enhances operational efficiency, supports disciplined execution, and enables us to maintain direct control over all aspects of our business.

Our senior management team brings decades of experience in retail real estate, with a proven track record in acquisitions, development and redevelopment, leasing and property management. We leverage this expertise to create value through strategic initiates such as property repositioning, re-tenanting, and joint ventures, including our Investment Management platform, which provides opportunities to earn promote returns, priority distributions, and management fees in addition to returns on our equity investments.

Investment Strategy — Growth through Dual Platforms

Growth Strategy

Our internal growth is driven by several key factors, including: (i) built-in rent escalations that provide predictable increases over time, (ii) opportunities to reset below-market rents to current levels upon lease expiration, (iii) occupancy gains through proactive leasing, and (iv) disciplined cost control measures, including lease structures that generally require tenants to pay their proportionate share of operating expenses, such as common area maintenance, real estate taxes, and insurance, which help mitigate the impact of inflationary pressures.

Our external growth strategy is grounded in disciplined, long-term accretive growth relative to our cost of capital and ongoing improvement in portfolio quality. We regularly evaluate the relative cost of equity and debt and calibrate acquisition pacing to align investment activity with available capital and market conditions. This approach has supported consistent internal growth and accretive expansion of our street retail footprint in high-barrier, demand-constrained corridors.

Dual Platforms

We execute our growth strategy through two complementary platforms:

REIT Portfolio: A high-quality core portfolio of open-air street retail assets and select urban assets located in premier U.S. retail corridors such as SoHo, Madison Avenue, Williamsburg, and the West Village in New York; Georgetown in Washington, D.C.; Chicago’s Gold Coast; and Henderson Avenue in Dallas, Texas, complemented by suburban properties in supply-constrained trade areas. These properties generally provide durable demand, embedded contractual rent growth, and recurring mark-to-market opportunities.

Investment Management: We manage institutional capital through our strategic opportunity funds: Acadia Strategic Opportunity Fund II, LLC (“Fund II”), Acadia Strategic Opportunity Fund III LLC (“Fund III”), Acadia Strategic Opportunity Fund IV LLC (“Fund IV”), and Acadia Strategic Opportunity Fund V LLC (“Fund V”, and collectively with Fund II, Fund III and Fund IV, “the Funds”), as well as select co-investment ventures. The Funds are no longer pursuing new investments and are focused on the management, operation, and realization of their existing portfolios. We earn revenues through management services and, in certain cases, incentive fees based on investment performance. Additionally, we hold equity method investments (5%-20%) in three unconsolidated ventures and own two assets intended for recapitalization.

Capital Strategy — Balance Sheet Focus and Access to Capital

Our capital strategy prioritizes accretive growth and prudent leverage, balancing external investment opportunities with internal redevelopment initiatives. We intend to continue funding acquisitions and development through a mix of equity and debt, while preserving liquidity and maintaining access to capital markets to support long-term growth.

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Our primary capital objective is to maintain a strong and flexible balance sheet through conservative financial practices, including moderate use of leverage within our REIT Portfolio, while ensuring access to sufficient capital to fund future growth. We finance acquisitions, and development and redevelopment projects through sources we deem most appropriate based on market conditions, pricing, and other commercial factors. These sources include common equity, unsecured debt, property-level mortgage loans and construction loans, and other alternatives such as strategic capital and the issuance of OP Units. We actively manage our interest rate risk through a combination of fixed-rate debt and, where variable-rate debt is utilized, Secured Overnight Financing Rate (“SOFR”) swaps and caps as discussed further in Item 7A. Quantitative and Qualitative Disclosures about Market Risk of this Report.

Balance Sheet Strength and Liquidity

In 2025, we increased total indebtedness to support acquisitions and redevelopment projects while improving the overall risk profile of our balance sheet. We reduced our interest rate exposure by lowering variable-rate debt, reflecting disciplined leverage management and the use of equity capital to fund growth. In addition, we amended our senior unsecured credit facility to reduce borrowing costs and extend maturities, further enhancing liquidity and financial flexibility. We have no significant REIT Portfolio debt maturities until 2028.

Equity Capital Programs

We maintain an at-the-market equity issuance program (the “ATM Program”), which provides an efficient, low-cost mechanism to raise equity capital on an as-needed basis. In February 2025, we expanded our ATM Program to allow for up to $500.0 million in aggregate sales, including the ability to execute forward sales agreements with major financial institutions. This structure enables us to fund our acquisitions and redevelopments over time while employing a price-averaging strategy. In addition to the ATM Program, from time to time, we also utilize follow-on offerings to raise capital. Net proceeds raised through our ATM Program and follow-on offerings are primarily used for acquisitions, both for our REIT Portfolio and our pro-rata share of Investment Management acquisitions, the repayment of outstanding indebtedness and for other general corporate purposes. As of December 31, 2025, we had approximately 14.7 million forward shares remaining to be settled under our ATM Program, which would result in us receiving approximately $295.5 million in net cash proceeds if we were to physically settle the shares (Note 10).

Share Repurchase Program

We maintain a share repurchase authorization of up to $200.0 million of outstanding Common Shares, providing flexibility to return capital to shareholders when appropriate. The program may be discontinued or extended at any time, subject to approval by our Board. As of December 31, 2025, management may repurchase up to approximately $122.5 million of Common Shares under the program (Note 10). No shares were repurchased during 2023, 2024, or 2025.

INVESTING ACTIVITIES

For details on our properties, see Item 2. Properties, and for a discussion of acquisitions, dispositions, and financing activity, refer to Significant Developments under Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

REIT Portfolio

Our REIT Portfolio primarily comprises high-quality street retail and select urban assets, complemented by suburban properties in supply-constrained trade areas. We generally hold these properties for long-term investment and actively manage the portfolio to enhance value through targeted renovation, re-tenanting, and operational improvements. We believe these initiatives strengthen market positioning, attract and retain quality tenants, and support cash flow growth. From time to time, we dispose of non-core assets and redeploy capital into acquisitions or repositioning opportunities with greater potential for appreciation.

Investment Management

Our Investment Management platform invests in suburban shopping centers and urban retail assets through our Funds and other co-investment ventures with institutional partners. While these investments are primarily structured as joint ventures at acquisition, we also acquire assets on a wholly owned basis pending the identification of an institutional partner to recapitalize the asset. These structures enable us to leverage third-party capital while maintaining meaningful ownership interests.

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Structured Finance Program

We selectively invest in first mortgage loans and other notes receivable generally collateralized by real estate through our Structured Finance (“SF”) program, either directly or through entities in which we hold an interest. This program provides an additional avenue for generating returns and diversifying our investment exposure.

Development and Redevelopment Activities

We pursue development and redevelopment projects to unlock embedded value and meet evolving tenant and market demands. As of December 31, 2025, we had 13 REIT Portfolio development projects and 12 REIT Portfolio redevelopment projects, as well as one redevelopment project within Investment Management. For additional details, see Item 2. Properties—Development Activities and Note 2 to the consolidated financial statements.

GOVERNMENT REGULATIONS AND ENVIRONMENTAL LAWS

We are subject to federal, state and local laws and regulations, including those governing environmental matters, health and safety, and accessibility. Based on current requirements, we do not expect compliance costs to have a material impact on our capital expenditures, earnings, or competitive position. See Item 1A. Risk Factors — Risks Related to Litigation, Environmental Matters and Governmental Regulation.

We may be liable for the costs of removal or remediation of certain hazardous or toxic substances at our property sites, as well as certain other potential costs relating to hazardous or toxic substances (including government fines and penalties and damages for injuries to persons and adjacent property). These laws may impose liability without regard to whether we knew of, or were responsible for, the presence or disposal of those substances. This liability may be imposed on us in connection with the activities of an operator or tenant at our properties. The cost of any required remediation, removal, fines or personal or property damages and our liability therefore could exceed the value of the property and/or our aggregate assets. In addition, the presence of such substances, or the failure to properly dispose of or remove such substances, may adversely impact our ability to sell or rent an affected property or to borrow using that property as collateral, which, in turn, would reduce our revenues and ability to make distributions.

Our properties, and any properties we may acquire, as commercial facilities, must comply with the ADA and other building, fire, and safety codes. See Item 1A. Risk Factors — Compliance with the ADA and fire, safety and other regulations may require us to make unplanned expenditures that could adversely affect our financial condition, cash flows and results of operations.

We may also be subject to future compliance requirements and/or new costs or taxes associated with natural resource or energy usage and related emissions (such as a carbon tax), which could increase our operating costs. Compliance with new laws or regulations related to climate change may require us to make improvements to our existing properties or pay additional taxes and fees assessed on us or our properties. See Item 1A. Risk Factors — Climate change, natural disasters or health crises could adversely affect our properties and business.

CORPORATE HEADQUARTERS

Our executive office is located at 411 Theodore Fremd Avenue, Suite 300, Rye, New York 10580, and our telephone number is (914) 288-8100.

HUMAN CAPITAL

As of December 31, 2025, we had 138 employees, of whom 109 were located at our executive office and 29 were located at regional property management offices. None of our employees are covered by collective bargaining agreements and management believes that its relationship with employees is good.

We are committed to fostering an energized and motivated workforce through programs and benefits that promote employee satisfaction, wellness and advancement. We have been recognized as a Great Place to Work® based on employee satisfaction surveys for five consecutive years.

We invest in the training and development of our people. Education opportunities are offered within our organization and through attendance at industry conferences, seminars, and company-offered resources and self-paced work.

Our senior management team focuses on succession planning for senior leadership and business unit lead roles and presents a succession plan to our Board annually. To promote career advancement, leadership training opportunities are available to managers and high-potential employees who are identified as potential successors for senior-level roles.

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We offer a comprehensive benefits package to all eligible employees. All Acadia employees are eligible to participate in our Wellness at Acadia Program which advocates for, and provides resources regarding, nutrition, exercise, mental health, and workplace ergonomics.

CORPORATE RESPONSIBILITY

We seek to drive financial performance while engaging in environmentally and socially responsible business practices grounded in sound corporate governance and compliance with applicable law. Our corporate responsibility strategy and practices are overseen by the Board’s Nominating and Corporate Governance (“NCG”) Committee. The NCG Committee periodically reviews our corporate responsibility strategy, practices and policies, receives regular updates from management regarding our activities and reports to the full Board for further discussion and evaluation as needed and appropriate.

We aim to reduce the environmental impact of our portfolio by maximizing energy efficiency, renewable energy generation, renewable power procurement, and water conservation, in alignment with financial value creation. Our energy efficiency strategy seeks to reduce energy consumption through a variety of measures, including LED lighting and smart lighting controls upgrades in our parking areas, and smart thermostat installations in our vacant tenant spaces. Our complementary renewable energy strategy seeks to incorporate the use of electricity sourced from renewable energy projects, such as solar and wind, for the landlord-controlled common areas of our properties. We engage in renewable energy projects through leasing roof and parking lot space at our properties for solar panel arrays and electric vehicle charging stations.

Our water management program focuses on monitoring and reducing common area water consumption through the use of drought-resistant, native plantings that save water and the installation of smart irrigation systems with features like rain sensors to ensure the irrigation is turned on only when necessary. We also encourage water management practices by our tenants, such as through the use of submeters at certain of our properties to give our retail tenants visibility into their water consumption and a financial incentive to decrease their consumption.

We include a green clause in our standard form of retail leases to align tenant and landlord interests in promoting the sustainability of our properties. We are proud to be named a Green Lease Leader by the Institute for Market Transformation/the U.S. Department of Energy’s Better Buildings Alliance and to have achieved gold status for using green leases to engage our tenants in making our properties more sustainable.

We strive to monitor and mitigate climate-related risks to our business. We assess how climate change, natural disasters, and health crises could impact our properties and operations on an ongoing basis. Our geographically diverse U.S. portfolio reduces exposure to single risk factors. For standing investments, we consider climate-related risks in our enterprise risk management, budgeting, and capital improvement processes. For new acquisitions, we assess climate-related risks during the due diligence stage, considering the potential impact of physical and transition climate risks, both now and in the future. These risks are evaluated alongside other risks for new acquisitions, and necessary mitigation is included in initial capital planning and improvements.

In addition to environmental sustainability and climate risk management, we view health, safety, and well‑being as integral to the long‑term performance of our portfolio. The health and well-being of our tenants and their employees and customers are important to us, and we are committed to maintaining safe and secure shopping centers through responsible property management, safety protocols, and ongoing operational oversight.

We regularly monitor corporate governance developments, recommended best practices, and take into account stakeholder feedback. We believe that sound corporate governance strengthens the accountability of our Board and management and promotes the long-term interests of our shareholders. Governance highlights include: optout of the Board self-classification provisions of Subtitle 8 (as defined below); no shareholder rights plan; annual election of trustees; majority voting standard for trustees in uncontested elections with a resignation policy if an incumbent Trustee fails to receive the required vote for re-election; independent Board with a lead independent trustee; regular succession planning; risk oversight by the full Board and committees; claw-back, anti-hedging and anti-pledging policies; annual Say-on-Pay vote; and shareholders’ ability to call a special meeting.

Additional information about our approach to corporate responsibility is available in our Proxy and Corporate Responsibility Report. Such information is not incorporated by reference into, and is otherwise not part of, this Report.

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COMPANY WEBSITE

All of our filings with the SEC, including our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and any amendments to such reports, are available at no cost on the Investors page of our website at www.acadiarealty.com, as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the SEC. These filings can also be accessed through the SEC’s website at www.sec.gov. Alternatively, we will provide paper copies of our filings, including this Report, at no cost upon request addressed to Investor Relations at Acadia Realty Trust, 411 Theodore Fremd Avenue, Suite 300, Rye, New York 10580, phone number (914) 288-8100 or email investorrelations@acadiarealty.com.

We use, and intend to use, the Investors page of our website as a means of disclosing material nonpublic information and of complying with our disclosure obligations under Regulation FD, including, without limitation, through the posting of investor presentations that may include material nonpublic information. Accordingly, investors should monitor the Investors page, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts.

The information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this Report.

CODE OF ETHICS AND WHISTLEBLOWER POLICIES

Our Board adopted a Code of Business Conduct and Ethics applicable to all employees, as well as a “Whistleblower Policy.” Copies of these documents are available in the Investors – Corporate Governance page of our website at www.acadiarealty.com. We will disclose future amendments to, or waivers from (with respect to our executive officers and trustees), our Code of Business Conduct and Ethics on our website within four business days following the date of such amendment or waiver. The information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this Report.

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ITEM 1A. RISK FACTORS.

Set forth below are the risk factors that we believe are material to our investors. You should carefully consider these risk factors, together with all of the other information included in this Report, including our consolidated financial statements and related notes thereto, before you decide whether to make an investment in our securities. The occurrence of any of the following risks could adversely affect our financial condition, cash flows, results of operations, and ability to satisfy our debt service obligations and to make distributions to our shareholders. In such case, the trading price of our Common Shares could decline, and you may lose all or a significant part of your investment. This section includes or refers to certain forward-looking statements. See “Special Note Regarding Forward-Looking Statements”.

The following risk factors are not exhaustive. Other sections of this Report may include additional factors that could adversely affect our financial condition, cash flows, results of operations, and ability to satisfy our debt service obligations and to make distributions to our shareholders. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time, and it is not possible for us to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may affect our business. Investors should also refer to our quarterly reports on Form 10-Q and current reports on Form 8-K for future periods for material updates to these risk factors.

RISKS RELATED TO OUR BUSINESS, OUR PROPERTIES AND OUR TENANTS

There are risks relating to investments in real estate that could adversely affect our financial condition, cash flows, results of operations, and ability to satisfy our debt service obligations and make distributions to our shareholders.

Real property investments are subject to multiple risks. Real estate values are affected by several factors, including changes in the general economic climate, local conditions (such as an oversupply of space or a reduction in demand), the quality and philosophy of management, competition from other available space, and the ability to provide adequate maintenance and insurance and to control variable operating costs. Retail properties, in particular, may be affected by changing perceptions of retailers or shoppers regarding the convenience and attractiveness of the property and by the overall climate for the retail industry. Real estate values are also affected by such factors as government regulations, interest rate levels, the availability of financing and potential liability under, and changes in, environmental, zoning, tax, and other laws. A significant portion of our income is derived from rental income from real property. Our income and cash flow would be adversely affected if we were unable to rent our vacant space to viable tenants on economically favorable terms or at all. In the event of default by a tenant, we may experience delays in enforcing, as well as incur substantial costs to enforce, our rights as a landlord. In addition, certain significant expenditures associated with each equity investment (such as property mortgage loan payments, real estate taxes and maintenance costs) are generally not reduced even though there may be a reduction in income from the investment.

We rely on revenues derived from tenants, in particular our key tenants, and a decrease in those revenues could adversely affect our ability to make distributions to our shareholders.

Revenue from our properties depends primarily on the ability of our tenants to pay the full amount of rent and other charges due under their leases on a timely basis. We derive significant revenues from a concentration of 20 key tenants, which occupy space at more than one property and collectively account for approximately 16.0% of our consolidated revenue. We could be adversely affected in the event of the bankruptcy or insolvency of, or a downturn in the business of, any of our key tenants, or in the event that any such tenant does not renew its leases as they expire or renews such leases at lower rental rates. See Item 2. Properties—Major Tenants for quantified information with respect to the percentage of our minimum rents received from major tenants.

Anchor tenants and co-tenancy are crucial to the success of retail properties and vacated anchor space directly and indirectly affects our rental revenues.

Certain of our properties are supported by “anchor” tenants. Anchor tenants pay a significant portion of total rents at a property and contribute to the success of other tenants by drawing large numbers of customers to a property. Vacated anchor space not only directly reduces rental revenues, but, if not re-tenanted with a tenant with comparable consumer attraction, could adversely affect the rest of the property primarily through the loss of customer-drawing power. This can also occur through the exercise of the right that most anchor tenants have to vacate and prevent re-tenanting by paying rent for the balance of the lease term, a practice known as “going dark”, such as the case of the departure of a “shadow” anchor tenant that is owned by another landlord. In addition, if certain anchor tenants cease to occupy a property, such action could trigger certain contractual rights for a significant number of other tenants to terminate their leases, or pay a reduced rent based on a percentage of the tenant’s sales at the affected property, which could adversely affect the future revenue from such property. Such rights are also known as “co-tenancy” conditions. Although it may not directly reduce our rental revenues, and there are no contractual co-tenancy conditions, vacant retail space adjacent to, or even on the same block as our street and urban properties may similarly affect shopper traffic and re-tenanting activities at our properties. See Item 2. Properties—Major Tenants.

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The bankruptcy of, or a downturn in the business of, any of our major tenants or a significant number of our smaller tenants may adversely affect our financial condition, cash flows, results of operations and property values.

The bankruptcy of, or a downturn in the business of, any of our major tenants causing them to reject their leases, or to not renew their leases as they expire, or renew at lower rental rates, may adversely affect our cash flows and property values. Furthermore, the impact of vacated anchor space and the potential reduction in customer traffic may adversely impact the balance of tenants at a shopping center.

Historically, and from time to time, certain of our tenants experienced financial difficulties and filed for bankruptcy protection, typically under Chapter 11 of the United States Bankruptcy Code. Pursuant to bankruptcy law, tenants have the right to reject some or all of their leases. In the event a tenant exercises this right, the landlord generally has the right to file a claim for lost rent equal to the greater of either one year’s rent (including tenant expense reimbursements) for remaining terms greater than one year, or 15% of the rent remaining under the balance of the lease term, but not to exceed three years rent. Actual amounts to be received in satisfaction of those claims will be subject to the tenant’s final bankruptcy plan and the availability of funds to pay its creditors. There can be no assurance that our major tenants will not declare bankruptcy, in which case we may be unable to recoup past and future rent in full, or re-lease a terminated or rejected space on comparable terms or at all.

We may not be able to renew current leases or the terms of re-letting (including the cost of concessions to tenants) may be less favorable to us than current lease terms.

Upon the expiration of current leases for space located in our properties, we may not be able to re-let all or a portion of that space, or the terms of re-letting (including the cost of concessions to tenants) may be less favorable to us than current lease terms. If we are unable to promptly re-let all or a substantial portion of the space located in our properties or if the rental rates we receive upon re-letting are significantly lower than current rates, our net income and ability to make expected distributions to our shareholders will be adversely affected due to the resulting reduction in revenues. There can be no assurance that we will be able to retain tenants in any of our properties upon the expiration of their leases. See Item 2. Properties—Lease Expirations for additional information regarding the scheduled lease expirations in our portfolio. Although overall inflation has moderated, there were periods during 2025 when inflation exceeded the contractual rent increases provided for in many of our leases. To the extent inflation outpaces these contractual rent escalations, we may face pricing pressure on rents for new or renewing tenants, which could adversely affect future rents and rent spreads.

Our business is significantly influenced by demand for retail space generally, and a decrease in such demand may have a greater adverse effect on our business than if we owned a more diversified real estate portfolio.

A decrease in the demand for retail space may have a greater adverse effect on our business and financial condition than if we owned a more diversified real estate portfolio. The market for retail space has been, and could continue to be, adversely affected by weakness in the national, regional, and local economies, the adverse financial condition and bankruptcy incidence of some large retailing companies, the ongoing consolidation in the retail sector, the excess amount of retail space in a number of markets and increasing consumer purchases through the Internet. To the extent that any of these conditions occur, they are likely to negatively affect market rents for retail space and could adversely affect our financial condition, cash flows, results of operations, the trading price of our Common Shares and our ability to satisfy our debt service obligations and to pay distributions to our shareholders.

E-commerce may cause a downturn in the business of our current tenants and affect future leases, which could adversely affect our financial condition.

The use of the Internet by retail consumers remains popular and is expected to continue. The increase in Internet sales could result in a downturn in the business of our current tenants in their “brick and mortar” locations, adversely impacting their ability to satisfy their rent obligations and potentially affecting the way future tenants lease space.

While we devote considerable effort and resources to analyze and respond to tenant trends, preferences, and consumer spending patterns, we cannot predict with certainty what future tenants will want, what future retail spaces will look like and how much revenue will be generated at traditional “bricks and mortar” locations. If we are unable to anticipate and promptly respond to trends in the market because of, amongst others, the illiquid nature of real estate, our occupancy levels and financial results could suffer. See the Risk Factor entitled, “Our ability to change our portfolio is limited because real estate investments are illiquid” below.

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Many of our real estate costs are fixed, even if revenue from our properties decreases, which would cause a decrease in net income.

Our financial results depend primarily on leasing space at our properties to tenants on terms favorable to us. Costs associated with real estate investment, such as real estate taxes, insurance, and maintenance costs, generally are not reduced even when a property is not fully occupied, rental rates decrease, or other circumstances cause a reduction in revenue from the property. As a result, cash flow from the operations of our properties may be reduced if a tenant does not pay its rent or we are unable to fully lease our properties on favorable terms. Additionally, properties that we develop or redevelop may not produce any significant revenue immediately, and the cash flow from existing operations may be insufficient to pay the operating expenses and debt service associated with such projects until they are fully occupied.

Our ability to change our portfolio is limited because real estate investments are illiquid.

Equity investments in real estate are relatively illiquid and, therefore, our ability to promptly change our portfolio in response to changed conditions is limited, which could adversely affect our financial condition, cash flows, and ability to satisfy our debt service obligations and to make distributions to our shareholders. In addition, the Internal Revenue Code of 1986, as amended (the “Code”), contains restrictions on a REIT’s ability to dispose of properties that are not applicable to other types of real estate companies. Our Board may establish investment criteria or limitations as it deems appropriate, but it currently does not limit the number of properties in which we may seek to invest or on the concentration of investments in any one geographic region. As discussed under the heading “Our Board may change our investment policy or objectives without shareholder approval” below, we could change our investment, disposition and financing policies and objectives without a vote of our shareholders, but such change may be delayed or more difficult to implement due to the illiquidity of real estate.

We could be adversely affected by conditions in the markets where our properties are geographically concentrated.

Our performance depends on the economic conditions in markets where our properties are geographically concentrated. We have significant exposure to the greater New York and Chicago metropolitan regions, from which we derive 44.8% and 18.4% of the annual base rents within our REIT Portfolio, respectively. In addition, Investment Management derives 34.8%, 31.8%, and 17.1%, of its annual base rents from the Southeast, New York, and Northeast metropolitan regions of the United States, respectively. Our operating results could be adversely affected if market conditions, such as an oversupply of space or a reduction in demand for real estate, occur in these areas.

Our development and construction activities could affect our operating results.

We intend to continue selective development and construction of retail properties. See Item 1. Business — Investing Activities– Investment Management–Development Activities.

As opportunities arise, we may delay construction until sufficient pre-leasing is reached, and financing is in place. Our development and construction activities include, among others, the risks that:

•we may abandon development opportunities after expending resources to determine feasibility;

•construction costs of a project may exceed our original estimates;

•occupancy rates and rents at a newly completed property may not be sufficient to make the property profitable;

•financing for development of a property may not be available to us on favorable terms or at all;

•we may not complete construction and lease-up on schedule, resulting in increased debt service expense and construction costs, including labor and material costs; and

•we may not be able to obtain or may experience delays in obtaining necessary zoning and land use approvals as well as building, occupancy and other required governmental permits and authorizations.

In addition, the entitlement and development of real estate entails extensive approval processes, sometimes involving multiple regulatory jurisdictions. It is common for a project to require multiple approvals, permits and consents from U.S. federal, state and local governing and regulatory bodies. Compliance with these and other regulations and standards is time intensive and costly and may require additional long range infrastructure review and approvals which can add to project cost. In addition, development of properties containing delineated wetlands may require one or more permits from the U.S. federal government and/or state and local governmental agencies. Any of these issues can materially affect the cost, timing and economic viability of our development and redevelopment projects.

At times, we may also be required to use unionized construction workers or to pay the prevailing wage in a jurisdiction to unionized workers, which could increase a project’s costs and the risk of a strike, thereby affecting construction timelines.

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Additionally, the time frames required for development, construction and lease-up of these properties may prevent us from realizing a significant cash return for several years. If any of the above events occur, the development and construction of properties may hinder our growth and could have an adverse effect on our financial condition, cash flows and results of operations. In addition, new development and construction activities typically require substantial time and attention from management, regardless of whether or not they are ultimately successful.

Developments and acquisitions may fail to perform as expected, which could adversely affect our results of operations.

Our investment strategy includes the development and acquisition of retail properties in supply constrained markets in densely populated areas with high average household incomes and significant barriers to entry. The acquisition of such properties is highly competitive. Additionally, the development and acquisition of such properties entails risks that include the following, any of which could adversely affect our financial condition, cash flows, results of operations, and our ability to meet our debt obligations and make distributions to shareholders:

•The property may fail to achieve the returns we have projected, either temporarily or for extended periods;

•We may not be able to identify suitable properties to acquire or may be unable to complete the acquisition of the properties we identify;

•We may not be able to successfully integrate an acquisition into our existing operations;

•Properties we redevelop or acquire may fail to achieve the occupancy or rental rates we project within the time frames we project or at all, which may result in the properties’ failure to achieve the returns we projected;

•Our pre-acquisition evaluation of the physical condition of each new investment may not detect certain defects or identify necessary repairs until after the property is acquired, which could significantly increase our total acquisition costs or decrease cash flow from the property; and

•Our investigation of a property or building prior to our acquisition, and any representations we may receive from the seller of such building or property, may fail to reveal various liabilities, which could reduce the cash flow from the property or increase our acquisition cost.

There can be no assurance that our joint ventures will continue to operate profitably and thus provide additional Promote (as defined below) income in the future. These factors could limit the return that we receive from such investments or cause our cash flows to be lower than our estimates. In addition, a partner or co-venturer may not have access to sufficient capital to satisfy its funding obligations to the joint venture.

We may not be able to recover our investments in other retail operations investments, which may result in significant losses to us.

The economic performance and value of our other retail operations investments, which we do not control, are subject to risks associated with owning and operating retail businesses, as outlined in our other risk factors provided herein. Adverse operating results, changes in market conditions, or other factors affecting these businesses may reduce the value of our investments and limit our ability to recover our invested capital. A decline in the value of these investments may require us to record an impairment charge. If the estimated fair value of an investment is less than its carrying value and the decline is determined to be other than temporary, we are required to recognize an impairment loss in earnings. Our fair value estimates involve significant judgment and assumptions based on market conditions that may not ultimately be realized.

Our real estate assets may be subject to impairment charges.

We periodically assess whether there are any indicators that the value of our real estate assets and other investments may be impaired. A property’s value is considered to be impaired only if the estimated aggregate future undiscounted property cash flows are less than the carrying value of the property. In our estimate of cash flows, we consider factors such as trends and prospects and the effects of demand and competition on expected future operating income. If we are evaluating the potential sale of an asset or redevelopment alternatives, the undiscounted future cash flows consider the most likely course of action as of the balance sheet date based on current plans, intended holding periods and available market information. We are required to make subjective assessments as to whether there are impairments in the value of our real estate assets and other investments. Impairment charges have an immediate direct impact on our earnings. There can be no assurance that we will not take additional charges in the future related to the impairment of our assets. Any future impairment could have a material adverse effect on our operating results in the period in which the charge is taken.

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If a third-party vendor fails to provide agreed upon services, we may suffer losses.

We are dependent and rely on third party vendors, including Cloud providers, for redundancy of our network, system data, security, and data integrity. If a vendor fails to provide services as agreed, suffers outages, business interruptions, financial difficulties, or bankruptcy, we may experience service interruption, delays, or loss of information. Cloud computing is dependent upon having access to an Internet connection in order to retrieve data. If a natural disaster, blackout, or other unforeseen event were to occur that disrupted the ability to obtain an Internet connection, we may experience a slowdown or delay in our operations. We conduct due diligence on all services providers, contractually specify privacy and data security responsibilities, and restrict access, use and disclosure of personal information.

Actual or perceived threats associated with epidemics, pandemics or other public health crises, have had and could continue to have a material adverse effect on our and our tenants’ businesses, financial condition, results of operations, cash flow, liquidity, and ability to access the capital markets and satisfy debt service obligations.

Epidemics, pandemics, or other public health crises that impact economic and market conditions, particularly in the markets where our properties are located, and preventative measures taken to alleviate their impact, may have a material adverse effect on our and our tenants’ businesses, financial condition, results of operations, liquidity, and ability to access capital markets and satisfy debt service obligations.

Our retail tenants depend on in-person interactions with their customers to generate unit-level profitability, and an epidemic, pandemic or other public health crisis may decrease customer willingness to frequent, and “shelter-in-place” or “stay-at-home” orders or recommendations may prevent customers from frequenting our tenants’ businesses, which may result in their inability to maintain profitability and make timely rental payments to us under their leases. Such restrictions may also affect customer behavior in the long term by, among other things, creating a preference for e-commerce, as discussed further in our risk factors above.

RISKS RELATED TO OUR LIQUIDITY AND INDEBTEDNESS

If we decided to employ higher leverage levels, we would be subject to increased debt service requirements and a higher risk of default on our debt obligations, which could adversely affect our financial conditions, cash flows and ability to make distributions to our shareholders. In addition, increases or changes in interest rates could cause our borrowing costs to rise and may limit our ability to refinance debt.

Although we have historically used moderate levels of leverage, we have incurred, and expect to continue to incur, indebtedness to support our activities. As of December 31, 2025, our outstanding indebtedness was $1,873.4 million, of which $370.6 million was variable-rate indebtedness.

None of our Declaration of Trust, our Bylaws or any policy statement formally adopted by our Board limits either the total amount of indebtedness or the specified percentage of indebtedness that we may incur. Accordingly, we could become more highly leveraged, resulting in increased debt service requirements and a higher risk of default on our debt obligations. This in turn could adversely affect our financial condition, cash flows and ability to make distributions to our shareholders.

Although approximately 80.2% of our outstanding debt has fixed or effectively fixed interest rates, we also borrow funds at variable interest rates. We are exposed to risks related to a potential rising interest rate environment for our current or any future variable interest rate debt, which could cause our borrowing costs to rise and may limit our ability to refinance debt. Interest expense on our variable-rate debt as of December 31, 2025 would increase by approximately $3.7 million annually for a 100-basis-point increase in interest rates. This exposure would increase if we sought additional variable-rate financing based on pricing and other commercial and financial terms. We enter into interest rate hedging transactions, including interest rate swap and cap agreements, with counterparties, generally, the same lenders who made the loan in question. There can be no guarantee that the future financial condition of these counterparties will enable them to fulfill their obligations under these agreements.

Our inability to raise capital or to carry out our growth strategy could adversely affect our financial condition, cash flows and results of operations.

Our earnings growth strategy is based on the acquisition and development of additional properties, including acquisitions of REIT Portfolio properties through our Operating Partnership and our high return investment programs through Investment Management. The consummation of any future acquisitions will be subject to satisfactory completion of our extensive valuation analysis and due diligence review and to the negotiation of definitive documentation. We cannot be sure that we will be able to implement our strategy because we may have difficulty finding new properties, obtaining necessary entitlements, negotiating with new or existing tenants or securing acceptable financing.

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Acquisitions of additional properties entail the risk that investments will fail to perform in accordance with expectations, including operating and leasing expectations. In the context of our business plan, “development” generally means an expansion or renovation of an existing property. Development is subject to numerous risks, including risks of construction delays, cost overruns or uncontrollable events that may increase project costs, new project commencement risks such as the receipt of zoning, occupancy and other required governmental approvals and permits, and incurring development costs in connection with projects that are not pursued to completion.

Historically, a component of our growth strategy has been through private-equity type investments, which have included investments in operating retailers. The inability of such retailers to operate profitably would have an adverse impact on income realized from these investments. Through our investments in joint ventures, we have also invested in operating businesses that have operational risk in addition to the risks associated with real estate investments, including human capital issues, adequate supply of product and material, and merchandising issues.

Furthermore, if we were unable to obtain sufficient investor capital commitments, or other sources of strategic capital, our current growth strategy would be adversely impacted. Because the Operating Partnership is the sole general partner or managing member of our Funds and earns Promote distributions or fees for asset management, property management, construction, development, leasing, and legal services from Investment Management, such a situation would also adversely impact the amount of or ability to earn such Promote distributions or fees.

Our structured financing portfolio is subject to specific risks relating to the structure and terms of the instruments and the underlying collateral.

We invest in notes receivables and preferred equity investments that are collateralized by the underlying real estate, a direct interest or the borrower’s ownership interest in the entities that own the properties and/or by the borrower’s personal guarantee. The underlying assets are sometimes subordinate in payment and collateral to more senior loans. The ability of a borrower or entity to make payments on these investments may be subject to the senior lender and/or the performance of the underlying real estate. In the event of a default by the borrower or entity on its senior loan, our investment will only be satisfied after the senior loan and we may not be able to recover the full value of the investment. In the event of a bankruptcy of an entity in which we have a preferred equity interest, or in which the borrower has pledged its interest, the assets of the entity may not be sufficient to satisfy our investment. Our investments may also include contractual payment-in-kind (“PIK”) interest arrangements, which typically represents contractual interest added to a loan balance and due at the end of such loan's term. Higher interest rates of PIK instruments reflect the payment deferral, which may result in a higher principal amount at the maturity of the instrument as compared to the original principal amount of the instrument. PIK instruments generally represent a higher credit risk than the traditional coupon-only loans.

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RISKS RELATED TO LITIGATION, ENVIRONMENTAL MATTERS AND GOVERNMENTAL REGULATION

We are exposed to possible liability relating to environmental matters.

Under various federal, state and local environmental laws, statutes, ordinances, rules, and regulations, as an owner of real property, we may be liable for the costs of removal or remediation of certain hazardous or toxic substances at, on, in or under our property, as well as certain other potential costs relating to hazardous or toxic substances (including government fines and penalties and damages for injuries to persons and adjacent property). These laws may impose liability without regard to whether we knew of, or were responsible for, the presence or disposal of those substances. This liability may be imposed on us in connection with the activities of an operator of, or tenant at, the property. The cost of any required remediation, removal, fines or personal or property damages and our liability therefore could exceed the value of the property and/or our aggregate assets. In addition, the presence of those substances, or the failure to properly dispose of or remove those substances, may adversely affect our ability to sell or rent that property or to borrow using that property as collateral, which, in turn, could reduce our revenues and affect our ability to make distributions.

A property can also be adversely affected either through physical contamination or by virtue of an adverse effect upon value attributable to the migration of hazardous or toxic substances, or other contaminants that have or may have emanated from other properties. Although our tenants are primarily responsible for any environmental damages and claims related to the leased premises, in the event of the bankruptcy or inability of any of our tenants to satisfy any obligations with respect to the property leased to that tenant, we may be required to satisfy such obligations. In addition, we may be held directly liable for any such damages or claims irrespective of the provisions of any lease.

From time to time, in connection with the conduct of our business, and prior to the acquisition of any property from a third party or as required by our financing sources, we authorize the preparation of Phase I environmental reports and, when necessary, Phase II environmental reports, with respect to our properties. Based upon these environmental reports and our ongoing review of our properties, we are currently not aware of any environmental condition with respect to any of our properties that we believe would be reasonably likely to have a material adverse effect on us. There can be no assurance, however, that the environmental reports will reveal all environmental conditions at our properties or that the following will not expose us to material liability in the future:

•The discovery of previously unknown environmental conditions;

•Changes in law;

•Activities of tenants; and

•Activities relating to properties in the vicinity of our properties.

Changes in laws increasing the potential liability for environmental conditions existing on properties or increasing the restrictions on discharges or other conditions may result in significant unanticipated expenditures or may otherwise adversely affect the operations of our tenants, which could adversely affect our financial condition, cash flows and results of operations.

Uninsured losses or a loss in excess of insured limits could adversely affect our financial condition, cash flows and results of operations.

We carry comprehensive general liability, all-risk property, extended coverage, loss of rent, and environmental liability insurance on our properties, with policy specifications and insured limits customarily carried for similar properties. However, with respect to those properties where the leases do not provide for abatement of rent under any circumstances, we maintain a minimum of twelve months loss of rent insurance. In addition, there are certain types of losses, such as losses resulting from wars, terrorism or acts of God that generally are not insured because they are either uninsurable or not economically insurable. Should an uninsured loss or a loss in excess of insured limits occur, we could lose capital invested in a property, as well as the anticipated future revenues from a property, while remaining obligated for any property mortgage loans or other financial obligations related to the property. Any loss of these types could adversely affect our financial condition, cash flows and results of operations.

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We may from time to time be subject to litigation that could negatively impact our financial condition, cash flows, results of operations and the trading price of our Common Shares.

We may from time to time be a defendant in lawsuits and regulatory proceedings relating to our business. Such litigation and proceedings may result in defense costs, settlements, fines, or judgments against us, some of which may not be covered by insurance. Due to the inherent uncertainties of litigation and regulatory proceedings, we cannot accurately predict the ultimate outcome of any such litigation or proceedings. An unfavorable outcome may result in our having to pay significant fines, judgments, or settlements, which, if uninsured, or if exceeding insurance coverage, could adversely impact our financial condition, cash flows, results of operations and the trading price of our Common Shares. Additionally, certain proceedings or the resolution of certain proceedings may affect the availability or cost of some of our insurance coverage and expose us to increased risks that would be uninsured. See Item 3. Legal Proceedings and the Notes to Consolidated Financial Statements as updated by our subsequent filings with the SEC, for pending litigation, if any.

Compliance with the Americans with Disabilities Act and fire, safety and other regulations may require us to make unplanned expenditures that could adversely affect our financial condition, cash flows and results of operations.

All of our properties are required to comply with the ADA. The ADA has separate compliance requirements for “public accommodations” and “commercial facilities,” but generally requires that buildings be made accessible to people with disabilities. Compliance with the ADA requirements could require removal of access barriers, and non-compliance could result in the imposition of fines by the U.S. government or an award of damages to private litigants, or both. While the tenants to whom we lease properties are obligated by law to comply with applicable ADA provisions, and are typically obligated to cover costs of compliance, if required changes involve greater expenditures than anticipated, or if the changes must be made on a more accelerated basis than anticipated, the ability of these tenants to cover costs could be adversely affected. As a result of the foregoing or if a tenant is not obligated to cover the cost of compliance, we could be required to expend funds to comply with the provisions of the ADA, which could adversely affect our financial condition, cash flows and results of operations. In addition, we are required to operate our properties in compliance with fire and safety regulations, building codes and other land use regulations, as they may be adopted by governmental agencies and bodies and become applicable to the properties. We may be required to make substantial capital expenditures to comply with those requirements, and these expenditures could also adversely affect our financial condition, cash flows and results of operations.

RISKS RELATED TO OUR MANAGEMENT AND STRUCTURE

The loss of key management members could have an adverse effect on our business, financial condition, and results of operations.

Our success depends on the contribution of key management members. The loss of the services of Kenneth F. Bernstein, President and Chief Executive Officer (“CEO”), or other key executive-level employees could have a material adverse effect on our business, financial condition, and results of operations. Management continues to strengthen our team and we have CEO succession planning in place, as well as an emergency transition plan, but there can be no assurance that such planning will be capable of implementation or that our efforts will be successful. We have obtained key-man life insurance for Mr. Bernstein. In addition, we have entered into an employment agreement with Mr. Bernstein and into severance agreements with other senior executives; however, Mr. Bernstein and such executives may terminate their employment with us at will.

We have pursued and may in the future continue to pursue extensive growth opportunities, including investing in new markets, which may result in significant demands on our operational, administrative, and financial resources.

We have pursued and may in the future pursue growth opportunities, some of which have been, and in the future may be, in locations in which we have not historically invested. This expansion places significant demands on our operational, administrative, and financial resources. The continued growth of our real estate portfolio can be expected to continue to place a significant strain on our resources. Our future performance will depend in part on our ability to successfully attract and retain qualified management personnel to manage the growth and operations of our business. In addition, the acquired properties may fail to operate at expected levels due to the numerous factors that may affect the value of real estate. There can be no assurance that we will have sufficient resources to identify and manage the newly acquired properties.

Our Board may change our investment policy or objectives without shareholder approval.

Our Board may determine to change our investment and financing policies or objectives, our growth strategy and our debt, capitalization, distribution, acquisition, disposition, and operating policies. Our Board may establish investment criteria or limitations as it deems appropriate, but currently does not limit the number of properties in which we may seek to invest or the concentration of investments in any one geographic region. Although our Board has no present intention to revise or amend our strategies and policies, it may do so at any time without a vote by our shareholders. Accordingly, the results of decisions made by our Board as implemented by management may or may not serve the interests of all of our shareholders and could adversely affect our financial condition, cash flows, results of operations, and ability to satisfy our debt service obligations and to make distributions to our shareholders.

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Concentration of ownership by certain investors may allow these investors to exert influence over the business and affairs of our Company.

As of December 31, 2025, six institutional shareholders own 5% or more individually, and 64.9% in the aggregate, of our Common Shares. While this ownership concentration does not jeopardize our qualification as a REIT for U.S. federal income tax purposes (due to certain “look-through provisions” of the Code), a significant concentration of ownership may allow an investor or a group of investors to exert a greater influence over our management and affairs and may have the effect of delaying, deferring, or preventing a change in control of us. Additionally, our Board may, in its sole discretion, waive or modify the 9.8% Common Shares ownership limit in our Declaration of Trust with respect to one or more persons if it is satisfied that ownership in excess of the limit will not jeopardize our qualification as a REIT for U.S. federal income tax purposes. From time to time, we have entered into waivers with certain institutional investors, subject to certain representations from such investors, including that the Common Shares held by the investors will be held in the ordinary course of business and not with the purpose or effect of changing or influencing control of us.

Restrictions on a potential change of control could prevent changes that would be beneficial to our shareholders.

Our Board is authorized by our Declaration of Trust to establish and issue one or more series of preferred shares of beneficial interest without shareholder approval. We have not established any series of preferred shares other than the Series A and Series C Preferred OP Units in the Operating Partnership. However, the establishment and issuance of a class or series of preferred shares could make a change of control of the Company, including one that could be in the best interests of our shareholders more difficult. In addition, we have entered into an employment agreement with our CEO and severance agreements with certain of our executives, which provide that, upon the occurrence of a change in control of us and either the termination of their employment without “cause” or their resignation for “good reason” (each, as defined in the respective agreement), such executive officers would be entitled to certain termination or severance payments made by us (which may include a lump sum payment equal to defined percentages of annual salary and prior years’ average bonuses, paid in accordance with the terms and conditions of the respective agreement), which could deter a change of control of us that could be in the best interests of our shareholders generally.

Certain provisions of Maryland law may limit the ability of a third party to acquire control of our Company.

Under the provisions of the Maryland General Corporation Law (the “MGCL”) applicable to REITs, certain business combinations, including certain mergers, consolidations, share exchanges and asset transfers and certain issuances and reclassifications of equity securities, between a Maryland REIT and (i) any person who beneficially owns 10% or more of the voting power of the REIT’s outstanding voting shares of beneficial interest or (ii) an affiliate or associate, as defined in the MGCL, of the REIT who, at any time within the two-year period immediately prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then-outstanding shares of beneficial interest of the REIT (an “interested shareholder”) or (iii) an affiliate of the interested shareholder, are prohibited for five years after the most recent date on which the interested shareholder becomes an interested shareholder. After that five-year period, any such business combination must be recommended by the board of trustees of the REIT and approved by the affirmative vote of at least (i) 80% of the votes entitled to be cast by holders of outstanding voting shares of beneficial interest of the REIT and (ii) two-thirds of the votes entitled to be cast by holders of voting shares of beneficial interest of the REIT other than shares held by the interested shareholder with whom, or with whose affiliate, the business combination is to be effected or held by an affiliate or associate of the interested shareholder, unless, among other conditions, the REIT’s common shareholders receive a minimum price, as defined in the MGCL, for their shares and the consideration is received in cash or in the same form as previously paid by the interested shareholder for its common shares.

These provisions of the MGCL do not apply, however, to business combinations that are approved or exempted by the board of trustees of the REIT before the interested shareholder becomes an interested shareholder. A person is not an interested shareholder if the board of trustees approved in advance the transaction by which the person otherwise would have become an interested shareholder. In approving a transaction, the board of trustees may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by the board. We have not elected to opt out of the business combination statute.

The MGCL also provides that holders of “control shares” of a Maryland REIT (defined as voting shares that, when aggregated with all other shares owned by the acquirer or in respect of which the acquirer is entitled to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquirer to exercise one of three increasing ranges of voting power in electing trustees) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of “control shares”) have no voting rights except to the extent approved by the affirmative vote of holders of at least two-thirds of all the votes entitled to be cast on the matter, excluding shares owned by the acquirer, by officers or by employees who are also trustees of the REIT. Our Bylaws contain a provision exempting from the control share acquisition statute any and all acquisitions by any person of our shares of beneficial interest. Our Bylaws can be amended by our Board by majority vote or by our shareholders, pursuant to a binding proposal properly submitted for consideration at a meeting of shareholders, by the affirmative vote of a majority of all votes entitled to be cast on the matter, and there can be no assurance that this provision will not be amended or eliminated at any time in the future.

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Additionally, Title 3, Subtitle 8 of the MGCL (“Subtitle 8”) permits our Board, without shareholder approval and regardless of what is currently provided in our Declaration of Trust or Bylaws, to elect to be subject to certain provisions relating to corporate governance that may have the effect of delaying, deferring or preventing a transaction or a change of control of our Company that might involve a premium to the market price of our Common Shares or otherwise be in the best interests of our shareholders. We are subject to some of these provisions (for example, a two-thirds vote requirement for removing a trustee) by provisions of our Declaration of Trust and Bylaws unrelated to Subtitle 8. However, pursuant to the Articles Supplementary filed with the State Department of Assessments and Taxation of Maryland on November 9, 2017, which are referenced in Part IV Item 15. Exhibits and Financial Statement Schedules hereto, the Board approved a resolution to opt out of Section 3-803 of Subtitle 8 that allows the Board, without shareholder approval, to elect to classify into three classes with staggered three-year terms. The Articles Supplementary prohibit the Company, without the affirmative vote of a majority of the votes cast on the matter by shareholders entitled to vote generally in the election of trustees, from classifying the Board under Subtitle 8.

Becoming subject to, or the potential to become subject to, these provisions of the MGCL could inhibit, delay, or prevent a transaction or a change of control of our Company that might involve a premium price for our shareholders or otherwise be in our or their best interests. In addition, the provisions of our Declaration of Trust on removal of trustees and the provisions of our Bylaws regarding advance notice of shareholder nominations of trustees and other business proposals and restricting shareholder action outside of a shareholders meeting unless such action is taken by unanimous written consent could have a similar effect.

Our rights and shareholders’ rights to take action against trustees and officers are limited, which could limit recourse in the event of actions not in the best interests of shareholders.

As permitted by Maryland law, our Declaration of Trust eliminates the liability of our trustees and officers to the Company and its shareholders for money damages, except for liability resulting from:

•actual receipt of an improper benefit or profit in money, property, or services; or

•a final judgment based upon a finding of active and deliberate dishonesty by the trustee or officer that was material to the cause of action adjudicated.

In addition, our Declaration of Trust authorizes, and our Bylaws obligate, us to indemnify each present or former trustee or officer, to the maximum extent permitted by Maryland law, who is made a party to any proceeding because of his or her service to our Company in those or certain other capacities. As part of these indemnification obligations, we may be obligated to fund the defense costs incurred by our trustees and officers.

We operate through a partnership structure, which could have an adverse effect on our ability to manage our assets.

Our primary property-owning vehicle is the Operating Partnership, of which we are the general partner. Our acquisition of properties through the Operating Partnership in exchange for interests in the Operating Partnership may permit certain tax deferral advantages to limited partners who contribute properties to the Operating Partnership. Since properties contributed to the Operating Partnership may have unrealized gains attributable to the differences between the fair market value and adjusted tax basis in such properties prior to contribution, the sale of such properties could cause adverse tax consequences to the limited partners who contributed such properties. Although we, as the general partner of the Operating Partnership, generally have no obligation to consider the tax consequences of our actions to any limited partner, we own several properties subject to material contractual restrictions for varying periods of time designed to minimize the adverse tax consequences to the limited partners who contributed such properties. Such restrictions may result in significantly reduced flexibility to manage some of our assets.

Our joint venture investments carry additional risks not present in our direct investments.

Partnership or joint venture investments (that may include, among others, tenancy-in common and other similar investments) may involve risks not otherwise present for investments made solely by us, including the possibility that our partner or co-venturer might become bankrupt, and that our partner or co-venturer may take action contrary to our instructions, requests, policies, or objectives, including with respect to maintaining our qualification as a REIT. Actions by, or disputes with, joint venture partners might result in subjecting properties owned by the joint venture to additional risks. Other risks of joint venture investments include impasses on decisions, such as a sale, because neither we nor a joint venture partner may have full control over the joint venture. Also, there is no limitation under our organizational documents as to the amount of our funds that may be invested in joint ventures.

Additionally, our partners or co-venturers may engage in malfeasance in spite of our efforts to perform a high level of due diligence on them, which may jeopardize an investment and/or subject us to reputational risk. Such acts may or may not be covered by insurance.

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Any disputes that may arise between joint venture partners and us may result in potentially costly litigation or arbitration that would prevent our officers and/or trustees from focusing their time and effort on our business. In addition, we may, in certain circumstances, be liable for the actions of our third-party joint venture partners.

We are subject to risks and liabilities in connection with forming and attracting third-party investment in co-investment ventures, investing in new or existing co-investment ventures, and managing properties through co-investment ventures.

At December 31, 2025, we had investments through our Investment Management platform in co-investment ventures. There can be no assurance that we will be able to form new co-investment ventures, or attract third-party investment or that additional investments in new or existing ventures to develop, redevelop or acquire properties will be successful. Further, there can be no assurance that we are able to realize value from our existing or future investments. The same factors that impact the valuation of our REIT Portfolio also impact the portfolios held by the Investment Management platform and could result in other than temporary impairment of our investment and a reduction in fee revenues.

Our Investment Management ventures involve certain additional risks that we may not otherwise face, including:

•lack of exclusive control over the ventures, which may prevent us from taking actions that are in our best interest;

•our partners may seek to redeem their investments, and may do so simultaneously, causing the venture to seek capital to satisfy these requests on less than optimal terms;

•future capital constraints of our partners or failure of our partners to fund their share of required capital contributions, which may require us to contribute more capital than we anticipated to fund developments and/or cover the joint venture's liabilities;

•our partners might have economic or other business interests or goals that are inconsistent with our business interests or goals that would affect our ability to operate the venture;

•the venture or other governing agreements often restrict the transfer of an interest in the venture or may otherwise restrict our ability to sell the interest when we desire or on advantageous terms;

•our relationships with our partners are generally contractual in nature and may include the right to trigger a buy-sell, put right or forced sale arrangement, which could cause us to sell our interest, or acquire our partner’s interest, or to sell the underlying asset, at a time when we otherwise would not have initiated such a transaction, without our consent or on unfavorable terms; and

•disputes between us and our partners may result in litigation or arbitration that would increase our expenses and prevent our officers and trustees from focusing their time and effort on our business and result in subjecting the properties owned by the applicable co-investment venture to additional risk.

We generally seek to maintain sufficient influence over our co-investment ventures to permit us to achieve our business objectives; however, we may not be able to continue to do so indefinitely. If any of the foregoing were to occur, our cash flow, financial condition and results of operations could be adversely affected.

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RISKS RELATED TO OUR REIT STATUS

There can be no assurance we have qualified or will remain qualified as a REIT for federal income tax purposes.

We believe that we have consistently met the requirements for qualification as a REIT for federal income tax purposes beginning with our taxable year ended December 31, 1993, and we intend to continue to meet these requirements in the future. However, qualification as a REIT involves the application of highly technical and complex provisions of the Code, for which there may be only limited judicial or administrative interpretations. No assurance can be given that we have qualified or will remain qualified as a REIT. The Code provisions and income tax regulations applicable to REITs differ significantly from those applicable to other entities. The determination of various factual matters and circumstances not entirely within our control can potentially affect our ability to continue to qualify as a REIT. In addition, no assurance can be given that future legislation, regulations, administrative interpretations, or court decisions will not significantly change the requirements for qualification as a REIT or adversely affect the Federal income tax consequences of such qualification. Under current law, if we fail to qualify as a REIT, and do not qualify for any statutory relief provisions, we would not be allowed a deduction for dividends paid to shareholders in computing our net taxable income. In addition, our income would be subject to U.S. federal income tax, including any applicable alternative minimum tax, on our taxable income at the regular corporate rates and we could be subject to the one-percent excise tax on share repurchases imposed pursuant to Section 4501(a) of the Code. Also, we could be disqualified from treatment as a REIT for the four taxable years following the year during which qualification was lost, unless we were entitled to relief under applicable statutory provisions. Cash available for distribution to our shareholders would be significantly reduced for each year in which we do not qualify as a REIT. In that event, we would not be required to continue to make distributions. Although we currently intend to continue to qualify as a REIT, it is possible that future economic, market, legal, tax or other considerations may cause us, without the consent of our shareholders, to revoke the REIT election or to otherwise take action that would result in disqualification.

Legislative or regulatory tax changes could have an adverse effect on our status as a REIT for Federal income tax purposes.

There are a number of issues associated with an investment in a REIT that are related to the Federal income tax laws, including, but not limited to, the consequences of our failing to continue to qualify as a REIT. At any time, the Federal income tax laws governing REITs, or the administrative interpretations of those laws may be amended or modified. Any new laws or interpretations may take effect retroactively and could adversely affect us or our shareholders.

We may be required to borrow funds or sell assets to satisfy the REIT distribution requirements.

Our cash flows may be insufficient to fund distributions required to maintain our qualification as a REIT as a result of differences in timing between the actual receipt of income and the recognition of income for U.S. Federal income tax purposes, or as a result of our inability to currently deduct certain expenditures that we must currently pay, such as capital expenditures, payments of compensation for which Section 162(m) of the Code denies a deduction, any business interest expense that is disallowed under Section 163 (j) of the Code (unless we elect to be an “electing real property trade or business”), and the creation of reserves or required amortization payments. We have historically satisfied these distribution requirements by making cash distributions to our shareholders, a REIT is permitted to satisfy these requirements by making distributions of cash or other property, including, in limited circumstances, its own stock. Assuming we continue to satisfy these distribution requirements with cash, we may need to borrow funds on a short term basis or sell assets, to meet the REIT distribution requirements and avoid the payment of income and excise taxes even if the then prevailing market conditions are not favorable for these borrowings or sales. These cash needs could result from differences in timing between the actual receipt of cash and inclusion of income for U.S. federal income tax purposes, or the effect of non-deductible capital expenditures, the creation of cash reserves or required debt or amortization payments. These sources, however, may not be available on favorable terms or at all. Our access to third-party sources of capital depends on a number of factors, including the market’s perception of our growth potential, our current debt levels, the market price of our Common Shares, and our current and potential future earnings. Such actions could adversely affect our cash flow and results of operations.

Dividends payable by REITs generally do not qualify for reduced tax rates.

Certain qualified dividends paid by corporations to individuals, trusts and estates that are U.S. shareholders are taxed at capital gain rates, which are lower than ordinary income rates. Dividends of current and accumulated earnings and profits payable by REITs, however, are taxed at ordinary income rates as opposed to the capital gain rates. Pursuant to section 199A of the Code, certain REIT shareholders will be permitted to deduct 20% of ordinary REIT dividends received. Dividends payable by REITs in excess of these earnings and profits generally are treated as a non-taxable reduction of the shareholders’ basis in the shares to the extent thereof and thereafter as taxable gain. The more favorable rates applicable to regular corporate dividends could cause investors who are individuals, trusts, and estates to perceive investments in REITs, including us, to be relatively less attractive than investments in the stock of non-REIT corporations that pay dividends, which may negatively impact the trading prices of our securities.

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Complying with REIT requirements may cause us to forego otherwise attractive opportunities or liquidate otherwise attractive investments.

To qualify to be taxed as a REIT for U.S. federal income tax purposes, we must continually satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets, the amounts we distribute to our shareholders and the ownership of our Common Shares. In order to meet these tests, we may be required to forego investments we might otherwise make and refrain from engaging in certain activities. Thus, compliance with the REIT requirements may hinder our performance.

In addition, if we fail to comply with certain asset ownership tests at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification. As a result, we may be required to liquidate otherwise attractive investments.

We have limits on ownership of our shares of beneficial interest.

For us to qualify as a REIT for federal income tax purposes, among other requirements, not more than 50% of the value of our shares of beneficial interest may be owned, directly or indirectly, by five or fewer individuals (as defined in the Code to include certain entities) at any time during the last half of each taxable year, and such shares of beneficial interest must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of 12 months or during a proportionate part of a shorter taxable year (in each case, other than the first such year). Our Declaration of Trust includes certain restrictions regarding transfers of our shares of beneficial interest and ownership limits that are intended to assist us in satisfying these limitations, among other purposes. These restrictions and limits may not be adequate in all cases, however, to prevent the transfer of our shares of beneficial interest in violation of the ownership limitations. The ownership limits contained in our Declaration of Trust may have the effect of delaying, deferring, or preventing a change of control of us.

Actual or constructive ownership of our shares of beneficial interest in excess of the share ownership limits contained in our Declaration of Trust would cause the violative transfer or ownership to be null and void from the beginning and subject to purchase by us at a price equal to the fair market value of such shares (determined in accordance with the rules set forth in our Declaration of Trust). As a result, if a violative transfer were made, the recipient of the shares would not acquire any economic or voting rights attributable to the transferred shares. Additionally, the constructive ownership rules for these limits are complex and groups of related individuals or entities may be deemed a single owner and consequently in violation of the share ownership limits.

Distribution requirements imposed by law limit our operating flexibility.

To maintain our status as a REIT for Federal income tax purposes, we are generally required to distribute to our shareholders at least 90% of our taxable income for each calendar year. Our taxable income is determined without regard to any deduction for dividends paid and by excluding net capital gains. To the extent that we satisfy the distribution requirement, but distribute less than 100% of our taxable income, we will be subject to Federal corporate income tax on our undistributed net taxable income. In addition, we will incur a 4% nondeductible excise tax on the amount, if any, by which our distributions in any year are less than the sum of (i) 85% of our ordinary income for that year; (ii) 95% of our capital gain net income for that year; and (iii) 100% of our undistributed taxable income from prior years. We intend to continue to make distributions to our shareholders to comply with the distribution requirements of the Code and to minimize exposure to Federal income and excise taxes. Differences in timing between the receipt of income and the payment of expenses in determining our income as well as required debt amortization payments and the capitalization of certain expenses could require us to borrow funds on a short-term basis to meet the distribution requirements that are necessary to achieve the tax benefits associated with qualifying as a REIT. The distribution requirements also severely limit our ability to retain earnings to acquire and improve properties or retire outstanding debt.

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GENERAL RISK FACTORS

The economic environment may cause us to lose tenants and may impair our ability to borrow money to purchase properties, refinance existing debt or finance our current development projects.

Our operations and performance depend on general economic conditions, including consumer health. The U.S. economy has historically experienced financial downturns from time to time, including a decline in consumer spending, credit tightening and high unemployment.

Certain sectors of the U. S. economy have experienced weakness over the past several years. General economic factors that are beyond our control, including, but not limited to, economic recessions, decreases in consumer confidence, reductions in consumer credit availability, increasing consumer debt levels, rising energy costs, higher tax rates, continued business layoffs, downsizing and industry slowdowns, and/or rising inflation, could have a negative impact on the business of our retail tenants. In turn, this could have a material adverse effect on our business because current or prospective tenants may, among other things, (i) have difficulty paying their rent obligations as they struggle to sell goods and services to consumers, (ii) be unwilling to enter into or renew leases with us on favorable terms or at all, (iii) seek to terminate their existing leases with us or request rental concessions on such leases, or (iv) be forced to curtail operations or declare bankruptcy. There can be no assurance that an economic recovery will occur or continue.

While we currently believe we have adequate sources of liquidity, there can be no assurance that, in the event of a financial downturn, we will be able to obtain secured or unsecured loan facilities to meet our needs, including to purchase additional properties, to complete current development projects, or to successfully refinance our properties as loans become due. To the extent that the availability of credit is limited, it would also adversely impact our notes receivable, as counterparties may not be able to obtain the financing required to repay the loans upon maturity.

Political and economic uncertainty could have an adverse effect on our business.

The year ended December 31, 2025 continued to be affected by significant volatility in global markets, driven by persistent inflationary pressures, heightened policy and trade uncertainty, and ongoing geopolitical tension and conflicts (including the armed conflict between Russia and Ukraine, and continued instability across the Middle East). These ongoing and evolving geopolitical and economic conditions may continue to create volatility in the financial markets, disrupt supply chains, and adversely affect business and consumer confidence. We cannot predict how current political and economic uncertainty will affect our critical tenants, joint venture partners, lenders, financial institutions, and general economic conditions, including consumer health and confidence and stock market volatility.

Political and economic uncertainty may cause consumers to postpone discretionary spending in response to tighter credit, reduced consumer confidence and other macroeconomic factors affecting consumer spending behavior, resulting in a downturn in the business of our tenants. In the event current political and economic uncertainty results in further financial turmoil affecting the banking system and financial markets generally or significant financial service institution failures, there could be new or incremental tightening in the credit markets, low liquidity, and extreme volatility in fixed income, credit, currency, and equity markets. Each of these factors could adversely affect our financial condition, cash flows and results of operations.

Inflation may adversely affect our financial condition, cash flows and results of operations.

Rising inflation, or the persistence of elevated rates of inflation, and any related impacts could have a pronounced negative impact on our property mortgage loans and debt interest, development and redevelopment costs, and general and administrative expenses, as such costs and expenses could increase at a rate higher than our rents.

In recent periods, central banks have responded to rapidly rising inflation by tightening monetary policies, which could create headwinds to economic growth. Though the Federal Reserve decreased interest rates in 2025, the rate hikes they enacted in 2022 through the first half of 2024 have had a significant impact on interest rate indexes, such as SOFR and the Prime Rate. See “Risks Related to Our Liquidity and Indebtedness”. We believe we manage our properties in a cost-conscious manner to minimize recurring operational expenses and utilize multi-year contracts to alleviate the impact of inflation on our business and our tenants. Most of our leases require tenants to pay their share of operating expenses, including common area maintenance, real estate taxes and insurance, thereby reducing our exposure to increases in costs and operating expenses resulting from inflation. While these provisions are designed to partially mitigate the impact of inflation, current inflation levels, although moderating, may still exceed contractual rent increases we are able obtain from our tenant base. Inflationary pressures, even at reduced levels, may also have an adverse effect on consumer spending, which could impact our tenants’ sales and, in turn, our average rents, and in some cases, our percentage rents, where applicable. In addition, renewals of leases or future leases may not be negotiated on current terms, in which event we may recover a smaller percentage of our operating expenses.

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Competition may adversely affect our ability to purchase properties and to attract and retain tenants.

There are numerous commercial developers, real estate companies, financial institutions, and other investors that compete with us in seeking properties for acquisition and attracting tenants who will lease from us. Our competitors include other REITs, financial institutions, private funds, insurance companies, pension funds, private companies, family offices, sovereign wealth funds and individuals. In some cases, these entities may have, or may have access to, greater financial resources than the Company. This competition may result in a higher cost for properties than we wish to pay or lower rents than we wish to collect. In addition, retailers at our properties (both in our REIT Portfolio and in the portfolios of the Investment Management portfolio) face increasing competition from outlet malls, discount shopping clubs, e-commerce, direct mail, and telemarketing, which could (i) reduce rents payable to us and (ii) reduce our ability to attract and retain tenants at our properties leading to increased vacancy rates at our properties.

Changes in market conditions could have an adverse effect on our share price and our ability to access the public equity markets.

The market price of our Common Shares may fluctuate significantly in response to many factors, including:

•actual or anticipated variations in our operating results, funds from operations, cash flows or liquidity;

•changes in our earnings estimates or those of analysts;

•changes in our dividend policy;

•impairment charges affecting the carrying value of one or more of our properties or other assets;

•publication of research reports about us, the retail industry, or the real estate industry generally;

•increases in market interest rates that lead purchasers of our securities to seek higher dividend or interest rate yields;

•changes in market valuations of similar companies;

•adverse market reaction to the amount of our outstanding debt at any time, the amount of our maturing debt in the near and medium term and our ability to refinance such debt and the terms thereof or our plans to incur additional debt in the future;

•additions or departures of key management personnel;

•actions by institutional security holders;

•proposed or adopted regulatory or legislative changes or developments;

•speculation in the press or investment community;

•the occurrence of any of the other risk factors included in, or incorporated by reference in, this Report; and

•general market and economic conditions.

Many of the factors listed above are beyond our control. Those factors may cause the market price of our Common Shares to decline significantly, regardless of our financial performance, condition, and prospects. We cannot provide any assurance that the market price of our Common Shares will not fall in the future, and it may be difficult for holders to sell such securities at prices they find attractive, or at all. A decline in our share price, as a result of this or other market factors, could unfavorably impact our ability to raise additional equity in the public markets.

Outages, computer viruses and similar events could disrupt our operations.

We rely on IT networks and systems, some of which are owned and operated by third parties, to process, transmit and store electronic information. Any of these systems may be susceptible to outages due to fire, floods, power loss, telecommunications failures, terrorist or cyber-attacks and similar events. Despite the implementation of network security measures, our systems and those of third parties on which we rely may also be vulnerable to computer viruses and similar disruptions. If we or the third parties on whom we rely are unable to prevent such outages and breaches, our operations could be disrupted.

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Increased IT security threats and more sophisticated computer crime could pose a risk to our systems, networks, and services.

Cyber incidents can result from deliberate attacks or unintentional events. In recent years, there have been an increased number of significant cyber-attacks targeted at the retail, insurance, financial and banking industries that include, but are not limited to, gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data or causing operational disruption. Cyber-attacks may also be carried out in a manner that does not require gaining unauthorized access, such as by causing denial-of-service attacks on websites. Cyber-attacks by third parties or insiders utilize techniques that range from highly sophisticated efforts to electronically circumvent network security or overwhelm a website to more traditional intelligence gathering, and social engineering aimed at obtaining information necessary to gain access. The increasing availability and rapid evolution of AI tools may further enhance the sophistication, automation and effectiveness of these techniques, including by enabling more convincing phishing and impersonation, accelerating vulnerability discovery and exploitation and facilitating attacks at greater scale.

These increased global IT security threats have become more sophisticated and targeted computer crimes pose a risk to the security of our systems and networks and the confidentiality, availability and integrity of our data. The open nature of interconnected technologies may allow for a network or Web outage or a privacy breach that reveals sensitive data or allows the transmission of harmful/malicious code to business partners and clients. Because the techniques used to obtain unauthorized access, disable, or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time, we may be unable to anticipate these techniques or implement adequate preventive measures.

Cyber-attacks may result in substantial financial and reputational cost, including but are not limited to:

•Misappropriation of confidential information;

•Manipulation and destruction of data;

•Loss of trade secrets;

•System downtimes and operational disruptions;

•Remediation costs that may include liability for stolen assets or information and repairing system damage, as well as incentives offered to customers, tenants, or other business partners in an effort to maintain business relationships;

•Loss of revenues resulting from unauthorized use of proprietary information;

•Costs to deploy additional protection strategies, train employees and engage third party experts and consultants;

•Reputational damage adversely affecting investor and tenant confidence; and

•Costly litigation.

The control environment for cybersecurity is an ever-changing risk landscape across the entire attack surface which includes risks from on-premises, cloud infrastructure, software as a service and mobile applications. While we attempt to mitigate these risks by employing a number of cybersecurity measures, along with purchasing cybersecurity insurance coverage, our insurance coverage may be insufficient in the event of an incident and our systems, networks, and services remain potentially vulnerable to advanced threats.

AI presents risks and challenges that can impact our business, results of operations, and reputation, including by posing security risks to our confidential information, proprietary information, and personal data.

Issues in the development and use of AI, combined with an uncertain and rapidly evolving regulatory environment, may result in reputational harm, liability, or other adverse consequences to our business. We have adopted certain generative AI tools for specific use cases that have been reviewed by our legal and information security teams, with the goal of improving operating efficiencies. We continue to evaluate and may in the future adopt other AI tools to support certain internal functions and operations. Implementing and maintaining these tools may require significant investments in software, data management, cybersecurity, governance and controls, and personnel with the requisite skills. If we are unable to effectively adopt AI tools, or if we do not do so as quickly as needed to remain competitive, we may not achieve expected efficiencies, could fall behind competitors, and our business could be adversely affected. Conversely, deploying AI tools too rapidly or without appropriate policies, testing, oversight, and controls could result in ineffective adoption, operational disruptions, and flawed, biased, or misleading outputs (which may appear reliable), leading to incorrect decisions, competitive harm, reputational damage, and legal or regulatory liability.

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Certain of our vendors and other third parties may incorporate AI tools into their services and deliverables, sometimes without disclosing this use to us. They may use or implement such tools improperly or ineffectively, and the providers of such tools may not meet existing or rapidly evolving regulatory or industry standards for security, privacy and data protection. As a result, our use of, or reliance on, such vendors could increase the risk of cybersecurity or privacy incidents, litigation or regulatory action, and reputational harm. If we, our vendors, or other third parties experience an actual or perceived breach or a privacy or security incident because of the use of AI tools, we may lose valuable intellectual property and confidential information, and our reputation and the public perception of the effectiveness of our security measures could be harmed. In addition, bad actors may use AI-enabled techniques to facilitate the theft or misuse of personal information, confidential information and intellectual property.

The legal and regulatory environment governing AI continues to evolve rapidly and remains uncertain. New or changing laws, regulations or industry standards could require us to devote significant resources to compliance, modify or limit our use of AI, implement additional controls or change business practices. Any such requirements could increase our costs, reduce anticipated benefits, restrict our ability to use AI effectively, or expose us to fines, penalties or other enforcement actions.

Use of social media may adversely impact our reputation and business.

There has been a significant increase in the use of social media platforms, including weblogs, social media websites and other forms of Internet-based communications, which allow individuals access to a broad audience, including our significant business constituents. The availability of information through these platforms is virtually immediate, as is its impact, and may be posted at any time without affording us an opportunity to redress or correct it timely. This information may be adverse to our interests, may be inaccurate and may harm our reputation, brand image, goodwill, performance, prospects, or business. Furthermore, these platforms increase the risk of unauthorized disclosure of material non-public Company information.

Climate change and natural disasters could adversely affect our properties and business.

Some of our current or future properties could be subject to natural disasters and may be impacted by climate change. To the extent climate change causes adverse changes in weather patterns, rising sea levels or extreme temperatures, our properties in certain markets may be adversely affected. Specifically, properties located in coastal regions, including Florida, Virginia, Georgia, New York, and Massachusetts could be affected by any future increases in sea levels or in the frequency or severity of hurricanes and storms, whether caused by climate change or other factors. Additionally, we own properties in California, which in recent years has experienced intense drought and wildfires and has had earthquake activity.

Climate change could have a variety of direct or indirect adverse effects on our properties and business, including:

•Property damage to our retail properties;

•Indirect financial and operational impacts from disruptions to the operations of major tenants located in our retail properties from severe weather, such as hurricanes, floods, wildfires or other natural disasters;

•Increased insurance premiums and deductibles, or a decrease in or unavailability of coverage, for properties in areas subject to severe weather, such as hurricanes, floods, wildfires or other natural disasters;

•Increased insurance claims and liabilities;

•Increases in energy costs impacting operational returns;

•Changes in the availability or quality of water or other natural resources on which the tenant’s business depends;

•Decreased consumer demand for products or services resulting from physical changes associated with climate change (e.g., warmer temperatures or decreasing shoreline could reduce demand for residential and commercial properties previously viewed as desirable);

•Incorrect long-term valuation of an equity investment due to changing conditions not previously anticipated at the time of the investment; and

•Economic disruptions arising from the above.

Moreover, compliance with new laws or regulations related to climate change, including compliance with “green” building codes, may require us to make improvements to our existing properties or pay additional taxes and fees assessed on us or our properties. Although we strive to identify, analyze, and respond to the risk and opportunities that climate change presents, at this time there can be no assurance that climate change will not have an adverse effect on us.

Future terrorist attacks or civil unrest could harm the demand for, and the value of, our properties.

Over the past several years, a number of highly publicized terrorist acts and shootings have occurred at domestic and international retail properties. Future terrorist attacks, civil unrest and other acts of terrorism or war could harm the demand for, and the value of, our properties. Terrorist

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attacks could directly impact the value of our properties through damage, destruction, loss or increased security costs, and the availability of insurance for such acts may be limited or may be subject to substantial cost increases. To the extent that our tenants are impacted by future attacks, their ability to continue to honor obligations under their existing leases could be adversely affected. A decrease in retail demand could make it difficult for us to renew or re-lease our properties at lease rates equal to or above historical rates. These acts might erode business and consumer confidence and spending and might result in increased volatility in national and international financial markets and economies. Any one of these events might decrease demand for real estate, decrease or delay the occupancy of our properties, and limit our access to capital or increase our cost of raising capital.

Increased scrutiny by and changing expectations from investors, tenants, employees, and other stakeholders regarding our corporate responsibility practices and reporting could cause us to incur additional costs and adversely impact our reputation, tenant and employee acquisition and retention, and access to capital.

Companies across all industries are facing increasing scrutiny related to their corporate responsibility practices and disclosure. Investors, tenants, employees, and other stakeholders have been increasingly focused on corporate responsibility practices and to place heightened importance on the environmental and social cost of their investments, business decisions and consumer choices. For example, an increasing number of investment funds focus on positive corporate responsibility practices and sustainability scores when making an investment decision. Additionally, certain institutional investors have demonstrated increased activism with respect to their existing investments, including by urging companies to take certain actions in areas of perceived corporate responsibility significance.

Investors, particularly institutional investors, use or may use third-party benchmarks and scores to assess our corporate responsibility practices against our peers and if we are perceived as lagging, such investors may decide not to invest in our Common Shares or to divest from their current investment, and we may face reputational challenges. Alternatively, such investors may decide to actively engage with us to improve corporate responsibility disclosure or performance, and may also make voting decisions on this basis. Given increased investor focus and demand, public disclosure regarding corporate responsibility practices is becoming more broadly expected. Any disclosure we make may include our policies and practices on a variety of corporate responsibility matters, including corporate governance, environmental compliance and human capital management and workforce inclusion. It is possible that stakeholders may not be satisfied with our corporate responsibility practices, reporting and goals, or with our speed of adoption. If our corporate responsibility practices and disclosures do not meet investor, tenant, employee or other stakeholder expectations, which continue to evolve, our reputation and tenant and employee retention, and access to capital may be negatively impacted.

Conversely, recent significant changes in demands from other stakeholders to reduce or eliminate corporate responsibility practices may also affect us and require significant resources to manage the associated legal, regulatory, reputational, and political risks, which are rapidly evolving. In 2022, the SEC proposed extensive rules aimed at enhancing and standardizing climate-related disclosures in an effort to foster greater consistency, comparability and reliability of climate-related information among public issuers. In March 2024, these rules were formally adopted by the SEC and subsequently stayed voluntarily by the SEC pending completion of judicial review of the consolidated U.S. Courts of Appeals for the Eighth Circuit petitions. These new disclosure requirements include information regarding greenhouse gas emissions, climate-related risks and related financial impacts, governance and strategy. The SEC, under the current U.S. administration, is unlikely to defend the Climate Rules in the current Eighth Circuit case, to lift the voluntary stay of the Climate Rules currently in place or to otherwise enforce the Climate Rules. However, we may become subject to similar requirements and increased legislative activity at the state level. Additionally, we may become subject to new compliance requirements and/or new costs or taxes associated with natural resource or energy usage and related emissions (such as a “carbon tax”), which could increase our operating costs.

Our failure, or perceived failure, to meet the goals and objectives we set in any corporate responsibility disclosure within the timelines announced or at all, or the expectations of our various stakeholders could negatively impact our reputation, tenant and employee retention, and access to capital.

Additionally, we could incur additional costs relating to implementing, monitoring and reporting various corporate responsibility practices and initiatives, as well as complying with applicable laws, some of which could require an increase in corporate responsibility-related activities and others of which could require the opposite. Compliance with seemingly conflicting requirements could place a strain on our personnel, systems and resources.

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ITEM 1B. UNRESOLVED STAFF COMMENTS.

There are no unresolved comments from the staff of the SEC as of the date of this Report.

ITEM 1C. CYBERSECURITY.

Governance

Cybersecurity is an integral part of the Board’s risk analysis and discussions with management. At least annually, the full Board is updated on the Company’s cybersecurity risks and risk mitigation strategy by our Vice President of Information Technology, who is responsible for management of our IT program. The Board also receives ad hoc updates, as needed, about material changes to the Company’s cybersecurity program and/or the cybersecurity landscape, including briefings on major legislative and regulatory developments, from our Vice President of Information Technology and representatives from Legal and/or Risk Management, as applicable.

Our Vice President of Information Technology regularly evaluates the Company’s cybersecurity risk profile and leads the development of strategies to mitigate risks and address cybersecurity issues that may arise, in consultation with members of our senior management and Risk Management teams. Our Vice President of Information Technology has approximately 25 years of experience and holds certifications in cybersecurity from accredited information technology certification providers, while our Director of Risk Management has 22 years of experience in risk management.

We have formal policies and procedures that address cybersecurity incident response and disaster recovery from interference with our critical applications. Our Cybersecurity Incident Response Plan provides a documented framework for responding to cybersecurity incidents in coordination across multiple departments. In the event of such an incident, our Cybersecurity Incident Response Team (“CIRT”), which is comprised of our Vice President of Information Technology and representatives from Risk Management, Legal and Financial Reporting, would respond to such incident in accordance with our Cybersecurity Incident Response Plan. Any cybersecurity incident that meets certain criteria will be communicated by the CIRT to senior management and the Board in a timely manner, and will be evaluated by our Executive Management Team, comprised of certain executives, to assess the impact of the incident on the Company, considering qualitative and quantitative factors. In conducting this assessment and responding to an incident, the CIRT and Executive Management Team may utilize the services of third-party consultants.

Cybersecurity user awareness training is mandatory for all new hires and for existing employees on an annual basis to help protect our employees and the Company against cybersecurity threats. This annual training is customized to address specific cybersecurity challenges and scenarios that we may face within the real estate investment industry. Novel cybersecurity threats to the Company that are identified by our IT team are communicated to all employees by email, as needed, in an effort to promote awareness and protect the Company from cyber attacks.

Risk Management and Strategy

We maintain an Enterprise Risk Management (“ERM”) program to identify and respond to the most critical risks to our business, including cybersecurity risks. Risks and vulnerabilities from our increased reliance on information technology systems are assessed at least annually as part of our ERM program. In response to such assessments, controls are embedded into our processes and technology by our Vice President of Information Technology to seek to mitigate risks to our systems and processes from cybersecurity incidents. We continuously evaluate if we have adequate controls in place utilizing a risk-based approach that aligns with the National Institute of Standards and Technology Cybersecurity Framework.

Our daily operations are monitored by a dedicated IT team. We conduct monitoring of our computer networks, and have implemented systems and processes intended to secure our information technology systems and prevent unauthorized access to or loss of sensitive data, including through the use of encryption and authentication technologies. We assess the adequacy of our cybersecurity measures through annual penetration testing of our computer networks by external consultants, and we have performed tabletop simulations and drills at both a technical and management level around scenarios involving the loss of critical information and technology systems.

We maintain a risk-based approach to evaluating and overseeing cybersecurity risks presented by our third-party vendors. Third-party vendors that meet certain criteria, such as owning and operating any information technology networks and systems on which the Company relies, are evaluated to assess their performance across several domains, including data security and operations management. We seek to maintain effective communication with our third-party vendors to facilitate timely notification of cybersecurity incidents that might impact the Company.

Although risks from cybersecurity threats have to date not materially affected, and we do not believe they are reasonably likely to materially affect, us, our business strategy, results of operations or financial condition, like other companies in our industry, we could, from time to time, experience threats and security incidents related to our and our third-party vendors’ information systems. For more information, please see Item 1A. Risk Factors - Increased IT security threats and more sophisticated computer crime could pose a risk to our systems, networks, and services.

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ITEM 2. PROPERTIES.

Retail Properties

The discussion and tables in this Item 2. include wholly-owned and partially-owned properties held through our REIT Portfolio and Investment Management platform. Our REIT Portfolio consists of properties either 100% owned by or partially owned through joint venture interests by the Operating Partnership or subsidiaries thereof not including those properties owned through Investment Management. Our Investment Management segment represents the management of properties owned by our Funds and unconsolidated co-investment joint ventures, as well as two wholly owned properties that we intend to recapitalize with an institutional investor in the near term.

As of December 31, 2025, our REIT Portfolio consisted of 151 operating properties totaling approximately 5.2 million square feet of gross leasable area (“GLA”) (or 4.9 million at our pro-rata share), excluding 25 properties in various stages of development and redevelopment. These properties are located in 12 states and the District of Columbia and primarily consist of street retail and suburban shopping centers located in densely populated markets. Property sizes range from approximately 1,000 to 800,000 square feet. As of December 31, 2025, the REIT Portfolio was 93.8% occupied and 94.8% leased (or 93.9% occupied and 94.7% leased at our pro-rata share), excluding properties under development or redevelopment.

Our Investment Management portfolio included 51 properties totaling approximately 9.2 million square feet in total of GLA (or 2.4 million square feet at our pro-rata share), excluding one property under development or redevelopment. In addition to shopping centers, this portfolio includes mixed-use properties, that generally incorporate retail components. These properties are located in 20 states and the District of Columbia and were 92.5% occupied and 94.1% leased (or 90.1% occupied and 92.2% leased at our pro-rata share), excluding properties under redevelopment.

Across both platforms, we had more than 1,400 retail leases as of December 31, 2025. A significant portion of rental revenues is derived from national retailers under long-term leases, which typically provide for the monthly payment of fixed minimum rent plus the tenants’ pro-rata share of the real estate taxes, insurance, utilities, and common area maintenance. A small number of leases also include percentage rent provisions, based on a tenant’s gross sales above a stipulated annual threshold, either in addition to or in place of minimum rents. For the year ended December 31, 2025, minimum rents and expense reimbursements accounted for predominantly all of our total revenues.

Seven REIT Portfolio properties and four Investment Management properties are subject to long-term ground leases, under which a third party owns the underlying land and leases it to us. We pay rent for land use and are responsible for all costs and expenses associated with the buildings and improvements at these locations.

No individual property or tenant contributed more than 10% of our total revenues for the years ended December 31, 2025, 2024 or 2023. See Note 7 for information on the property mortgage debt pertaining to our properties.

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The following table sets forth more specific information with respect to each of our REIT Portfolio operating properties at December 31, 2025:

Property (a)	Key Tenants	Year Acquired	Acadia's Interest			Gross Leasable Area (GLA)		Economic Occupancy			Leased Occupancy			Annualized Base  Rent (ABR)		ABR/ Per Square Foot
STREET AND URBAN RETAIL
Chicago Metro
Rush and Walton Streets    Collection (7 properties)	Kith, Lululemon, Reformation, Veronica Beard, St. Laurent, Brandy Melville, Mango	2011 2012 2013		100.0	%		57,577		95.1	%		95.1	%	$	11,048,326	$	201.87
Clark Street and W. Diversey    Collection (4 properties)	Starbucks, TJ Maxx, J Crew Factory, Trader Joe's, Sephora	2011 2012		100.0	%		53,099		89.0	%		89.0	%		2,261,842		47.84
Halsted and Armitage    Collection (13 properties)	Serena and Lily, Faherty, Jenny Kayne, Warby Parker, Kiehl's, Solidcore, Rails, Levain Bakery, Huckberry	2011 2012 2019 2020		100.0	%		53,220		100.0	%		100.0	%		3,249,311		61.05
North Lincoln Park Chicago    Collection (6 properties)	Guitar Center, Carhartt	2011 2014		100.0	%		49,921		55.5	%		55.5	%		1,057,532		38.20
State and Washington	Nordstrom Rack, Uniqlo	2016		100.0	%		65,401		100.0	%		100.0	%		2,788,546		42.64
151 N. State Street	Walgreens	2016		100.0	%		27,385		100.0	%		100.0	%		1,573,000		57.44
North and Kingsbury	Old Navy, Backcountry	2016		100.0	%		41,791		100.0	%		100.0	%		2,015,292		48.22
Concord and Milwaukee	—	2016		100.0	%		13,147		100.0	%		100.0	%		490,931		37.34
California and Armitage	—	2016		100.0	%		18,275		90.8	%		90.8	%		806,791		48.63
Roosevelt Galleria	Petco, Vitamin Shoppe, Dollar Tree	2015		100.0	%		37,995		89.7	%		89.7	%		825,979		24.24
Sullivan Center	Target	2016		100.0	%		176,181		83.8	%		83.8	%		5,525,371		37.43
							593,992		89.0	%		89.0	%	$	31,642,921	$	59.82
New York Metro
Soho Collection/West Village    (19 properties) (b)	Reiss, Vuori, Zimmermann, Madewell, John Varvatos Watches of Switzerland, Frame, Theory, Bang & Olufsen, Marine Layer	2011 2014 2019 2020 2022 2024 2025		100.0	%		69,643		89.4	%		96.3	%	$	20,503,770	$	329.32
Flatiron and Union Square Collection    (3 properties)	Nespresso, Dr. Martens			100.0	%		23,781		100.0	%		100.0	%		4,858,992		204.32
200 West 54th Street	—	2007		100.0	%		5,932		98.8	%		98.8	%		1,640,164		279.80
4401 White Plains Road	Walgreens	2011		100.0	%		12,964		100.0	%		100.0	%		625,000		48.21
Bartow Avenue	Wingstop	2005		100.0	%		14,824		100.0	%		100.0	%		509,030		34.34
Greenwich and Westport Collection (4 properties)	Veronica Beard, The RealReal, Blue Mercury, Splendid, Swarvoski, Watches of Switzerland	1998 2012 2014		89.5	%		39,593		100.0	%		100.0	%		4,544,869		114.79
2914 Third Avenue	Planet Fitness	2006		100.0	%		40,603		100.0	%		100.0	%		1,131,422		27.87
313-315 Bowery (b)	John Varvatos	2013		100.0	%		6,600		100.0	%		100.0	%		527,076		79.86
120 West Broadway	Citizens Bank, Citi Bank	2013		100.0	%		13,838		100.0	%		100.0	%		2,506,696		181.15
2520 Flatbush Avenue	Bob's Discount Furniture, Capital One	2014		100.0	%		29,114		100.0	%		100.0	%		1,297,818		44.58
Williamsburg Beford Collection (c)	Sephora, SweetGreen, Levain Bakery, Alo Yoga	2022		100.0	%		50,842		92.9	%		100.0	%		5,284,345		111.87
Williamsburg North 6th Collection (c)	Lululemon, Madewell, On Running, Abercrombie and Fitch, Birkenstock, Patagonia	2024 2025		100.0	%		56,815		94.5	%		98.6	%		7,635,565		142.28
991 Madison Avenue	Vera Wang, Gabriela Hearst	2016		100.0	%		7,512		100.0	%		100.0	%		3,790,095		504.54
Gotham Plaza	Bank of America, Footlocker, Apple Bank	2016		49.0	%		25,931		75.4	%		75.4	%		1,672,235		85.48
							397,992		94.8	%		97.5	%	$	56,527,078	$	149.77
Los Angeles Metro
8833 Beverly Blvd	Luxury Living	2022		97.0	%		9,757		100.0	%		100.0	%	$	1,390,888		142.55
Melrose Place Collection	The Row, Chloe	2019		100.0	%		14,000		100.0	%		100.0	%		3,241,818		231.56
							23,757		100.00	%		100.00	%	$	4,632,706	$	195.00
District of Columbia Metro
1739-53 & 1801-03    Connecticut Avenue	TD Bank	2012		100.0	%		20,669		21.9	%		21.9	%	$	311,541	$	68.97
14th Street Collection (3 properties)	Verizon, Long and Foster, VSV Wine Bar, Tile Bar	2021		100.0	%		19,077		76.4	%		76.4	%		1,396,848		95.83
Rhode Island Place    Shopping Center	Ross Dress for Less	2012		100.0	%		57,667		93.5	%		93.5	%		1,957,308		36.30
M Street and Wisconsin Corridor    (28 Properties) (d)	Lululemon, Duxiana, Reformation, Glossier, Alo Yoga, Aritzia, Skims, J Crew, Google	2011 2016 2019		68.0	%		262,412		93.7	%		94.9	%		19,085,423		77.63
							359,825		88.6	%		89.5	%	$	22,751,120	$	71.35
Boston Metro
165 Newbury Street	Starbucks	2016		100.0	%		1,050		100.0	%		100.0	%	$	321,954	$	306.62
Dallas Metro
Henderson Avenue Portfolio (12 properties)	Sprouts Market, Warby Parker, Tecovas	2022 2024 2025		100.0	%		84,652		83.7	%		85.9	%	$	2,642,593		37.30

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Property (a)	Key Tenants	Year Acquired		Acadia's Interest			Gross Leasable Area (GLA)		Economic Occupancy			Leased Occupancy			Annualized Base  Rent (ABR)		ABR/ Per Square Foot
Total Street and Urban Retail								1,461,268		90.4	%		91.5	%	$	118,518,371	$	89.73
Acadia Share Total Street and Urban Retail		1993						1,359,659		90.3	%		91.5	%	$	111,177,689	$	90.51
SUBURBAN PROPERTIES
New Jersey
Elmwood Park Shopping Center	Walgreens, Lidl, Chase Bank, City MD, Five Below	1998			100.0	%		143,988		94.8	%		100.0	%	$	3,592,469	$	26.32
Marketplace of Absecon	Walgreens, Dollar Tree, Aldi	1998			100.0	%		103,637		79.0	%		79.0	%		1,610,074		19.66
New York
Village Commons Shopping Center	Citibank, Ace Hardware	1998			100.0	%		87,239		88.7	%		92.6	%		2,763,571		35.71
Branch Plaza	LA Fitness	1998			100.0	%		123,345		78.6	%		78.6	%		2,762,924		28.51
Amboy Center	Stop & Shop (Ahold)	2005			100.0	%		63,372		92.1	%		92.1	%		2,129,760		36.49
Crossroads Shopping Center	HomeGoods, PetSmart, BJ's Wholesale Club, O'Reilly Auto Parts	1998			49.0	%		311,528		93.5	%		97.5	%		9,769,104		33.53
New Loudon Center	Price Chopper, Marshalls	1993			100.0	%		258,389		95.3	%		95.3	%		2,332,480		9.47
28 Jericho Turnpike	Kohl's	2012			100.0	%		96,363		100.0	%		100.0	%		1,996,500		20.72
Connecticut
Town Line Plaza (e)	Wal-Mart, Stop & Shop (Ahold)	1998			100.0	%		206,346		98.5	%		98.5	%		1,657,996		15.63
Massachusetts
Methuen Shopping Center	Wal-Mart, Market Basket	1998			100.0	%		130,021		96.6	%		96.6	%		1,390,578		11.07
Crescent Plaza	Home Depot, Shaw's	1993			100.0	%		218,002		99.3	%		100.0	%		2,258,581		10.43
201 Needham Street	Michael's	2014			100.0	%		20,409		100.0	%		100.0	%		711,662		34.87
163 Highland Avenue	Staples, Petco	2015			100.0	%		40,505		100.0	%		100.0	%		1,675,657		41.37
Vermont
The Gateway Shopping Center	Shaw's (Albertsons), Starbucks	1999			100.0	%		102,854		96.7	%		98.2	%		2,306,912		23.19
Illinois
Hobson West Plaza	Garden Fresh Markets	1998			100.0	%		98,962		89.8	%		89.8	%		1,245,840		14.03
Indiana
Merrillville Plaza	Dollar Tree, TJ Maxx, DD's Discount (Ross)	1998			100.0	%		235,926		82.8	%		84.3	%		2,959,547		15.15
Michigan
Bloomfield Town Square	HomeGoods, TJ Maxx, Dick's Sporting Goods, Burlington	1998			100.0	%		234,951		100.0	%		100.0	%		4,423,656		18.83
Delaware
Town Center and Other (1 property)	Lowes, Dick's Sporting Goods, Target, Crunch Fitness		2003		100.0	%		729,879		98.4	%		98.4	%		12,802,040		17.83
Market Square Shopping Center	Trader Joe's, TJ Maxx	2003			100.0	%		102,047		100.0	%		100.0	%		3,445,866		33.77
Naamans Road	Jared Jewelers, American Red Cross	2006			100.0	%		19,865		100.0	%		100.0	%		920,134		46.32
Pennsylvania
Plaza 422	Home Depot	1993			100.0	%		156,279		100.0	%		100.0	%		956,954		6.12
Chestnut Hill	—	2006			100.0	%		36,492		100.0	%		100.0	%		1,000,572		27.42
Abington Towne Center (f)	Target, TJ Maxx	1998			100.0	%		216,871		98.8	%		100.0	%		1,285,513		21.95
Total Suburban Properties								3,737,270		95.2	%		96.0	%	$	65,998,390	$	19.99
Acadia Share Total Suburban Properties								3,578,391		95.2	%		96.0	%	$	61,016,147	$	19.35
Total REIT Properties								5,198,538		93.8	%		94.8	%	$	184,516,761	$	39.91
Acadia Share Total REIT Properties								4,938,049		93.9	%		94.7	%	$	172,193,836	$	39.30

(a)Excludes properties under various stages of development or redevelopment, see “Development and Redevelopment Activities” section below. The above occupancy and rent amounts do not include space that is currently leased, but for which rent payment has not yet commenced as of December 31, 2025 (other than under “Leased Occupancy”). Residential and office GLA are excluded.

(b)Represents the annual base rent paid to the Company pursuant to a master lease and does not reflect the rent paid by the retail tenants at the property.

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(c)The Company’s stated legal ownership is 49.99%. However, given the preferences embedded in its interests, the Company did not attribute any value to the 50.01% non-controlling interest holders.

(d)Excludes 94,000 square feet of office GLA.

(e)Anchor GLA includes a 97,300 square foot Wal-Mart store that is not owned by the Company. This square footage has been excluded for calculating annualized base rent per square foot.

(f)Anchor GLA includes a 157,616 square foot Target store that is not owned by the Company. This square footage has been excluded for calculating annualized base rent per square foot.

The following table sets forth more specific information with respect to each of our Investment Management properties at December 31, 2025:

Property (a)	Key Tenants	Year Acquired	Acadia's  Interest			Gross Leasable Area (GLA)		Economic   Occupancy			Leased Occupancy			Annualized Base Rent (ABR)		ABR/Per Square Foot
Fund II Portfolio Detail
New York
City Point (b)	Primark, Target, Sephora, Basis Schools, Alamo Drafthouse, Trader Joe's, Lululemon	2007		76.0	%		531,982		79.6	%		87.6	%	$	20,764,697	$	49.01
Total - Fund II							531,982		79.6	%		87.6	%	$	20,764,697	$	49.01
Fund IV Portfolio Detail
New York
801 Madison Avenue	—	2015		23.1	%		2,522		100.0	%		100.0	%	$	300,000	$	118.95
210 Bowery	—	2012		23.1	%		2,538		—			—			—		—
27 East 61st Street	—	2014		23.1	%		4,177		—			—			—		—
17 East 71st Street	The Row	2014		23.1	%		8,432		100.0	%		100.0	%		2,129,561		252.56
Massachusetts
Restaurants at Fort Point	Santander Bank	2016		23.1	%		15,711		9.1	%		9.1	%		224,656		157.65
Rhode Island
650 Bald Hill Road (d)	Dick's Sporting Goods, Burlington	2015		20.8	%		160,448		85.3	%		85.3	%		2,092,896		15.28
Georgia
Broughton Street Portfolio (14 properties)	H&M, Warby Parker, Kendra Scott, Starbucks, Lululemon	2014		23.1	%		94,693		93.3	%		93.3	%		3,492,656		39.54
California
Union and Fillmore Collection (1 property)	Bonobos	2015		20.8	%		1,044		100.0	%		100.0	%		82,500		79.02
Total - Fund IV							289,565		82.4	%		82.4	%	$	8,322,270	$	34.87
Fund V Portfolio Detail
New Mexico
Plaza Santa Fe	TJ Maxx, Best Buy, Ross Dress for Less	2017		20.1	%		224,152		99.9	%		99.9	%	$	4,323,989	$	19.31
Texas
Wood Ridge Plaza (d)	Skechers, Diamonds Direct, Office Depot	2022		18.1	%		217,273		84.3	%		91.0	%		4,693,229		25.61
La Frontera Village (d)	Kohl's, Hobby Lobby, Burlington, Marshalls	2022		18.1	%		534,441		95.2	%		99.5	%		7,937,949		15.60
Michigan
New Towne Center	Kohl's, DSW	2017		20.1	%		190,530		81.5	%		81.5	%		1,996,075		12.86
Fairlane Green	TJ Maxx, Michaels, Burlington	2017		20.1	%		270,187		96.2	%		98.3	%		5,149,277		19.82
Maryland
Frederick County (1 property) (d)	Lidl, Advance Auto, Starbucks	2019		18.1	%		236,507		77.1	%		79.6	%		3,591,828		19.69
Connecticut
Tri-City Plaza (d)	TJ Maxx, HomeGoods, ShopRite	2019		18.1	%		295,817		96.2	%		96.9	%		4,632,849		16.27
New Jersey
Midstate	ShopRite, Best Buy, Ross Dress for Less, PetSmart	2021		20.1	%		392,889		94.9	%		95.4	%		7,320,518		19.64
New York
Shoppes at South Hills (d)	ShopRite, Ashley Furniture	2022		18.1	%		512,908		77.0	%		77.0	%		4,540,459		11.50
Mohawk Commons (d)	Lowe's, Target	2023		18.1	%		399,198		99.4	%		99.4	%		5,809,133		14.64
Pennsylvania
Monroe Marketplace	Kohl's, Dick's Sporting Goods, Giant Food	2021		20.1	%		371,652		99.6	%		99.6	%		4,460,933		12.05
Rhode Island
Lincoln Commons	Stop and Shop (Ahold), Marshalls, HomeGoods	2019		20.1	%		460,813		97.1	%		97.1	%		6,208,135		13.87
Vermont

35

Property (a)	Key Tenants	Year Acquired	Acadia's  Interest			Gross Leasable Area (GLA)		Economic   Occupancy			Leased Occupancy			Annualized Base Rent (ABR)		ABR/Per Square Foot
Maple Tree Place (c)	Shaw's, Dick's Sporting Goods, Best Buy, Old Navy	2023		20.1	%		396,778		95.3	%		96.8	%		7,394,723		19.56
Virginia
Landstown Commons	Best Buy, Burlington, Ross Dress for Less	2019		20.1	%		383,236		97.4	%		97.4	%		8,054,369		21.58
Florida
Palm Coast Landing	TJ Maxx, PetSmart, Ross Dress for Less	2019		20.1	%		171,721		97.9	%		97.9	%		3,634,204		21.61
Cypress Creek	Hobby Lobby, Total Wine, HomeGoods	2023		20.1	%		239,659		100.0	%		100.0	%		5,265,164		21.97
North Carolina
Hickory Ridge	Kohl's, Best Buy, Dick's Sporting Goods	2017		20.1	%		380,565		96.1	%		96.1	%		4,649,252		12.71
Alabama
Trussville Promenade	Wal-Mart, Regal Cinemas	2018		20.1	%		463,681		89.6	%		97.3	%		3,957,844		9.53
Georgia
Canton Marketplace	Dick's Sporting Goods, TJ Maxx, Best Buy	2021		20.1	%		347,966		98.1	%		98.1	%		6,359,342		18.63
Hiram Pavilion	Kohl's, HomeGoods	2018		20.1	%		363,391		100.0	%		100.0	%		5,109,256		14.06
California
Elk Grove Commons	Kohl's, HomeGoods	2018		20.1	%		242,078		99.1	%		100.0	%		5,413,855		22.57
Utah
Family Center at Riverdale (d)	Target, Home Goods, Best Buy, Sierra Trading (TJX)	2019		18.0	%		372,408		97.9	%		97.9	%		4,261,462		11.68
Total - Fund V							7,467,850		94.1	%		95.4	%	$	114,763,845	$	16.33
TOTAL FUND PROPERTIES							8,289,397		92.8	%		94.5	%	$	143,850,812	$	18.70
Other Co-investment Vehicles Detail
New York
Shops at Grand Avenue  (d)	Stop & Shop (Ahold), Starbucks	2024		5.0	%		99,837		89.7	%		89.7	%	$	3,292,401	$	36.78
Florida
Walk at Highwoods Preserve (d)	HomeGoods, Michaels	2024		20.0	%		137,756		95.1	%		95.1	%		2,663,811		20.32
Pinewood Square	TJ Maxx, Ross Dress for Less, Five Below	2025		100.0	%		203,917		97.8	%		97.8	%		4,792,309		24.04
Georgia
Avenue at West Cobb	—	2025		100.0	%		254,446		77.3	%		77.3	%		4,625,460		23.52
Nevada
LINQ Promenade (d)	Yard House, Brooklyn Bowl, I Love Sugar, Starbucks, Welcome to Las Vegas, In-N-Out Burger, Magicians Room	2024		15.0	%		181,498		96.1	%		99.3	%		14,175,780		81.28
Total - Other Co-investment Vehicles							877,454		90.1	%		90.8	%	$	29,549,760	$	37.36
TOTAL INVESTMENT MANAGEMENT PROPERTIES							9,166,851		92.5	%		94.1	%	$	173,400,572	$	20.44
Acadia Share of Total Investment Management Properties							2,434,627		90.1	%		92.2	%	$	52,246,181	$	23.83

(a)Excludes properties under development or redevelopment, see “Development and Redevelopment Activities” section below. The above occupancy and rent amounts do not include space which is currently leased, other than “leased occupancy,” but for which rent payment has not yet commenced. Residential and office GLA are excluded.

(b)In place occupancy excludes short-term percentage rent.

(c)Property also includes 93,259 square feet of office space.

(d)Property or properties are unconsolidated.

36

Major Tenants

No individual retail tenant accounted for more than 3.0% of total base rents across the REIT Portfolio and Investment Management for the year ended December 31, 2025, or occupied more than 6.3% of total leased GLA as of that date. The following table presents information for our 20 largest retail tenants by base rent as of December 31, 2025, including our pro-rata share of GLA and annualized base rent for the Operating Partnership’s partial ownership interest in properties within both portfolios (GLA and Annualized Base Rent in thousands):

							Percentage of Total Represented by Retail Tenant
Retail Tenant	Number of Stores in Portfolio (a)		Total GLA		Annualized Base  Rent (a)		Total Portfolio GLA			Annualized Base Rent
Target		5		533	$	9,469		6.3	%		3.0	%
J.Crew Group, Inc. (c)		7		40		5,849		0.5	%		1.6	%
TJX Companies (b)		32		421		5,129		5.0	%		1.4	%
Lululemon		5		24		4,625		0.3	%		1.3	%
Dicks Sporting Goods, Inc.		7		204		3,756		2.4	%		1.1	%
Trader Joe's		5		57		3,728		0.7	%		1.1	%
PetSmart, Inc.		14		115		3,536		1.4	%		1.0	%
ALO Yoga		3		24		2,999		0.3	%		0.8	%
Walgreens		5		71		2,962		0.8	%		0.8	%
Kohl's		7		199		2,750		2.4	%		0.8	%
Lowe's		2		164		2,648		2.0	%		0.7	%
Fast Retailing (d)		2		32		2,579		0.4	%		0.7	%
Supervalu Inc. (f)		3		136		2,278		1.6	%		0.6	%
Bob's Discount Furniture		4		81		2,244		1.0	%		0.6	%
Royal Ahold (e)		7		133		2,180		1.6	%		0.6	%
Five Below		19		84		1,832		1.0	%		0.5	%
Gap, Inc. (g)		11		66		1,810		0.8	%		0.5	%
Watches of Switzerland (h)		2		14		1,809		0.2	%		0.5	%
Sephora		3		11		1,677		0.1	%		0.5	%
Ulta Beauty		15		48		1,673		0.4	%		0.5	%
Total		158		2,457	$	65,533		29.2	%		18.5	%

(a)Does not include tenants that operate at only one Company location. No single tenant or property collectively comprised more than 10% of the Company’s Total revenues.

(b)TJ Maxx (14 locations), HomeGoods (10 locations), Marshalls (6 locations), HomeSense (2 locations)

(c)Madewell (4 locations), J.Crew Factory (3 location)

(d)Uniqlo (1 location), Theory (1 location)

(e)Stop and Shop (5 locations), Giant (2 locations)

(f)Shaw’s (3 locations)

(g)Old Navy (10 locations), Gap (1 location)

(h)Grand Seiko (1 location), Betteridge Jewelers (1 location)

37

Lease Expirations

The following tables show scheduled lease expirations on a pro-rata basis for retail tenants in place as of December 31, 2025, assuming that none of the tenants will exercise renewal options (GLA and Annualized Base Rent in thousands):

REIT Portfolio

			GLA					Annualized Base Rent (a, b)
Leases Maturing in	Number of Leases		Square Feet		Percentage of Total			Current Annual Rent		Percentage of Total
Month to Month		10		40		0.9	%	$	2,172		1.3	%
2026		79		646		14.7	%		20,203		11.7	%
2027		67		364		8.3	%		16,245		9.4	%
2028		68		873		19.9	%		26,459		15.4	%
2029		69		700		16.0	%		19,388		11.3	%
2030		54		344		7.8	%		17,403		10.1	%
2031		23		170		3.9	%		6,228		3.6	%
2032		44		180		4.1	%		14,879		8.6	%
2033		48		205		4.7	%		14,636		8.5	%
2034		18		85		1.9	%		6,226		3.6	%
2035		40		446		10.2	%		15,112		8.8	%
Thereafter		27		329		7.5	%		13,243		7.7	%
Total		547		4,382		100.0	%	$	172,194		100.0	%

Investment Management

			GLA					Annualized Base Rent (a, b)
Leases Maturing in	Number of Leases		Square Feet		Percentage of Total			Current Annual Rent		Percentage of Total
Month to Month		10		5		0.2	%	$	200		0.4	%
2026		122		189		8.6	%		4,127		7.9	%
2027		120		275		12.5	%		5,916		11.3	%
2028		133		309		14.1	%		6,566		12.6	%
2029		129		293		13.3	%		6,716		12.9	%
2030		106		283		12.9	%		4,983		9.5	%
2031		37		87		4.0	%		1,674		3.2	%
2032		42		201		9.2	%		3,045		5.8	%
2033		47		143		6.5	%		3,454		6.6	%
2034		55		110		5.0	%		2,687		5.1	%
2035		49		105		4.8	%		3,492		6.7	%
Thereafter		21		193		8.8	%		9,386		18.0	%
Total		871		2,193		100.0	%	$	52,246		100.0	%

(a)Base rents do not include percentage rents, additional rents for property expense reimbursements, or contractual rent escalations.

(b)No single market, except as discussed below under Geographic Concentrations, represents a material amount of rent exposure to the Company. Given the diversity of our markets, properties and characteristics of the individual spaces, the Company cannot make any general representations relating to the expiring rents and the rates at which these spaces may be re-leased.

38

Geographic Concentrations

The following table summarizes our operating retail properties by region as of December 31, 2025, excluding development and redevelopment properties. Figures include our pro-rata share of GLA and annualized base rent for the Operating Partnership’s partial ownership interests in properties within both the REIT Portfolio and Investment Management (GLA and Annualized Base Rent in thousands):

										Percentage of Total Represented by Region
Region	GLA (a)		% Occupied (b)			Annualized Base Rent (b)		Annualized Base Rent per Occupied Square Foot		GLA			Annualized Base Rent
REIT Portfolio:
New York Metro		1,410		92.2	%	$	77,159	$	59.37		28.6	%		44.8	%
Chicago Metro		594		89.0	%		31,643		59.82		12.0	%		18.4	%
Mid-Atlantic		1,261		98.9	%		20,411		18.71		25.5	%		11.9	%
New England		719		98.3	%		10,323		16.89		14.6	%		6.0	%
Washington D.C. Metro		276		87.3	%		16,795		69.75		5.6	%		9.8	%
Midwest		570		91.1	%		8,629		16.62		11.5	%		5.0	%
Los Angeles Metro		23		100.0	%		4,591		195.66		0.5	%		2.7	%
Dallas Metro		85		83.7	%		2,643		37.30		1.7	%		1.5	%
Total REIT Operating Properties		4,938		93.9	%	$	172,194	$	39.30		100.0	%		100.0	%
Investment Management Portfolio:
New York Metro		413		79.6	%	$	16,508	$	50.17		17.0	%		31.8	%
Northeast		624		91.6	%		8,950		15.65		25.6	%		17.1	%
Southeast		980		91.6	%		18,201		20.26		40.2	%		34.8	%
Southwest		181		94.0	%		3,154		18.53		7.4	%		6.0	%
West		143		98.0	%		3,980		28.45		5.9	%		7.6	%
Midwest		94		90.1	%		1,436		17.22		3.9	%		2.7	%
San Francisco Metro		—		100.0	%		17		79.02		—	%		—	%
Total Investment Management Operating Properties		2,435		90.1	%	$	52,246	$	23.83		100.0	%		100.0	%

(a)Property GLA includes a total of 255,000 square feet, which is not owned by us. This square footage has been excluded for calculating annualized base rent per square foot.

(b)The above occupancy and rent amounts do not include space that is currently leased, but for which payment of rent had not yet commenced as of December 31, 2025.

(c)New York Metro includes the tri-state and surrounding states.

39

Development Activities

As part of our strategy, we invest in retail real estate assets that may require significant development or redevelopment. As of December 31, 2025, we had the following current development and future development projects (dollars in millions):

					Acadia's Pro-rata Share
REIT Portfolio Development Property	AKR Pro-rata share	Location	Estimated Stabilization	Est. Sq ft Upon Completion	Costs incurred from development / redevelopment	Total Costs to Date	Estimated Future Range		Estimated Total Range
Henderson Avenue Expansion	100.0%	Dallas, TX	2027/2028	176,000	$101.7	$101.7	$87.3	$106.2	$189.0	$207.9

Future Development Projects	AKR Pro-rata share	Location
REIT Portfolio
555 9th Street	100.0%	San Francisco, CA
840 N. Michigan Avenue	94.4%	Chicago, IL
Brandywine Holdings	100.0%	Wilmington, DE
Westshore Expressway	100.0%	Staten Island, NY
Mark Plaza	100.0%	Edwardsville, PA
Bedford Green	100.0%	Bedford Hills, NY
2323-2409 Henderson Avenue	100.0%	Dallas, TX
City Center	100.0%	San Francisco, CA
Route 6 Mall	100.0%	Honesdale, PA
651-671 West Diversey	100.0%	Chicago, IL
Investment Management
717 N. Michigan Avenue	23.1%	Chicago, IL

40

ITEM 3. LEGAL PROCEEDINGS.

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 matter, management does not currently expect, when any such matters are resolved, that our resulting exposure to loss contingencies, if any, will have a material adverse effect on our consolidated financial position.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information, Dividends and Holders of Record of our Common Shares

At February 10, 2026, there were 208 holders of record of our Common Shares, which are traded on the New York Stock Exchange under the symbol “AKR.”

The Company's annual dividend is greater than or equal to at least 90% of its REIT taxable income on an annual basis, determined without regard to the dividends paid deduction and excluding any net capital gains. U.S. federal income tax law generally requires that a REIT annually distribute at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pays tax at regular corporate rates on any undistributed income to the extent that it distributes less than 100% of its taxable income in any tax year.

While we intend to continue paying regular quarterly dividends to holders of our Common Shares, future dividend declarations will be at the discretion of the Board and will depend on the financial position, results of operations, cash flows, capital requirements, debt covenants, applicable laws and other factors as the Board deems relevant. Cash available for distribution to Company shareholders is derived from income from real estate and will be affected by a number of factors, including, among others, the risks discussed under “Risk Factors” in Part I, Item 1A.

Our quarterly dividends are discussed in Note 10 and the characterization of such dividends for federal income tax purposes is discussed in Note 14.

Securities Authorized for Issuance Under Equity Compensation Plans

Our 2020 Share Incentive Plan (the “2020 Plan”) which was approved by our shareholders at the 2020 annual shareholders’ meeting, and Amended and Restated 2020 Share Incentive Plan (the “Amended and Restated 2020 Plan”) which was approved by our shareholders at the 2023 annual shareholders’ meeting, authorizes us to issue options, restricted shares, LTIP Units and other securities (collectively, the “Awards”) to, among others, the Company’s officers, trustees, and employees up to a total of 3,883,564 Common Shares (on a converted basis). See Note 13 for a discussion of the 2020 Plan and the Amended and Restated 2020 Plan.

The following table provides information related to the 2020 Plan and the Amended and Restated 2020 Plan as of December 31, 2025:

	Equity Compensation Plan Information
	(a)		(b)		(c)
	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders		—	$	—		2,301,128
Equity compensation plans not approved by security holders		—		—		—
Total		—	$	—		2,301,128

41

Remaining Common Shares available under the 2020 Plan and the Amended and Restated 2020 Plan are as follows:

Outstanding Common Shares as of December 31, 2025	131,036,560
Outstanding OP Units as of December 31, 2025	5,420,517
Total Outstanding Common Shares and OP Units	136,457,077
Common Shares and OP Units pursuant to the 2020 Plan and Amended and Restated 2020 Plan	5,929,953
Less: Issuance of Restricted Shares and LTIP Units Granted	(3,628,825	)
Number of Common Shares remaining available	2,301,128

Share Price Performance

The following performance graph compares the cumulative total shareholder return for our Common Shares for the five-year period commencing December 31, 2020, through December 31, 2025, with the cumulative total return on the Russell 2000 Index (“Russell 2000”), the FTSE NAREIT All Equity REITs Index (the “All Equity REITs”) and the FTSE NAREIT Equity Shopping Centers Index (the “Equity Shopping Centers”) (previously SNL REIT Shopping Center Index which was discontinued) over the same period. Total return values for the Russell 2000, the All Equity REITs, the Equity Shopping Centers and the Common Shares were calculated based upon cumulative total return assuming the investment of $100.00 in each of the Russell 2000, the All Equity REITs, the Equity Shopping Centers and our Common Shares on December 31, 2020, and assuming reinvestment of dividends. The shareholder return as set forth in the table below is not necessarily indicative of future performance. The information in this section is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference into any of our filings under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing.

	At December 31,
Index	2020		2021		2022		2023		2024		2025
Acadia Realty Trust	$	100.00	$	158.37	$	108.99	$	135.53	$	200.11	$	177.06
Russell 2000 Index		100.00		114.82		91.35		106.82		119.14		134.40
FTSE NAREIT All Equity REITs Index		100.00		141.30		106.05		118.09		123.90		126.71
FTSE NAREIT Equity Shopping Centers Index		100.00		165.05		144.36		161.74		189.29		182.01

42

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

None.

Issuer Purchases of Equity Securities

The Company maintains a share repurchase program which authorizes management, at its discretion, to repurchase up to $200.0 million of its outstanding Common Shares. The program may be discontinued or extended at any time. The Company did not repurchase any shares during the years ended December 31, 2025, 2024 or 2023. As of December 31, 2025, management may repurchase up to approximately $122.5 million of the Company’s outstanding Common Shares under this program.

ITEM 6. [RESERVED]

Not applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

OVERVIEW

As of December 31, 2025, we owned or held an ownership interest in 228 properties through our REIT Portfolio and Investment Management platform, including properties in development or redevelopment. These properties primarily consist of street and urban retail, and suburban shopping centers located in high-barrier to entry, supply-constrained markets. For a detailed summary of our wholly owned and partially owned properties and their physical occupancy as of December 31, 2025, see Item 2. Properties.

Our revenues are predominantly derived from rental income from operating properties, including tenant expense reimbursements, and are offset by property-level operating costs and corporate overhead. This recurring income stream reflects the stability of our core REIT portfolio and is complemented by value creation through development, redevelopment, and our Investment Management activities.

We also invest selectively in first mortgage loans and other real estate-backed notes through our Structured Finance program, either directly or via affiliated entities. This program serves as an additional source of returns and enhances portfolio diversification.

We engage in development and redevelopment initiatives to unlock inherent property value and address shifting tenant and market requirements. As of December 31, 2025, our REIT Portfolio included 13 development properties and 12 redevelopment properties, along with one redevelopment project within Investment Management. For further information, refer to Item 2. Properties—Development Activities and Note 2.

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SIGNIFICANT ACTIVITIES DURING THE year ended December 31, 2025 AND SUBSEQUENT EVENTS

See Note 12 in the Notes to Consolidated Financial Statements for an overview of our three reportable segments: REIT Portfolio, Investment Management and Structured Financing. For purposes of the tables included below, these segments are abbreviated as “REIT”, “IM” and “SF”, respectively.

Investments

Acquisitions

During the year ended December 31, 2025, the following properties were acquired (Note 2) (dollars in thousands):

Property Name	Portfolio	Ownership	Acquisition Date	Location	GLA		Purchase Price
REIT Portfolio
106 Spring Street	REIT	100%	January 9, 2025	New York Metro		5,936	$	55,137
73 Wooster Street	REIT	100%	January 9, 2025	New York Metro		8,896		25,459
Renaissance Portfolio (a)	REIT	48%	January 23, 2025	Washington DC Metro		225,865		117,936
95, 97, and 107 North 6th Street	REIT	100%	April 9, 2025	New York Metro		21,100		59,668
85 5th Avenue	REIT	100%	April 11, 2025	New York Metro		13,092		47,014
70 and 93 North 6th Street	REIT	100%	June 4, 2025	New York Metro		21,713		50,323
2117 N. Henderson Avenue	REIT	100%	July 31, 2025	Dallas Metro		—		904
Investment Management
Pinewood Square (b)	IM	100%	March 19, 2025	Southeast		204,002		68,207
The Avenue West Cobb (b)	IM	100%	September 30, 2025	Southeast		254,446		62,701

(a)On January 23, 2025, we acquired an additional 48% economic ownership interest, increasing our existing 20% interest to 68%, in the Renaissance Portfolio, which is primarily located in Washington D.C. The 48% interest was acquired for a purchase price of $117.9 million, based upon a gross portfolio fair value of $245.7 million, which included existing aggregate mortgage loan indebtedness of $156.1 million (Note 7). Prior to the acquisition, we accounted for our 20% interest under the equity method of accounting. We gained a controlling financial interest as a result of this acquisition, and determined we should consolidate our investment within our REIT Portfolio effective January 23, 2025. As such, we measured and recognized 100% of the identifiable assets acquired, the liabilities assumed and any noncontrolling interests of the Renaissance Portfolio, at fair value and recognized a $9.6 million loss on change in control representing the difference between the carrying value and fair value of its existing equity method interest immediately before consolidation of the portfolio (Note 2).

(b)As of December 31, 2025, we had two wholly-owned assets within the Investment Management platform that we intend to recapitalize with an institutional investor as part of our Investment Management strategy.

During the third quarter of 2025, we increased our ownership of Fund II from 61.67% to 80.0%. Additional details are provided in Note 10.

In January 2026, we acquired, through Investment Management, a 20% interest in a real estate venture that purchased a retail shopping center in Queens, New York for $424.4 million ($84.8 million at our share). In connection with the acquisition, the venture entered into a $277.0 million property mortgage loan at closing. We also provided a $41.7 million preferred equity investment to the venture (Note 17).

Dispositions

The following properties were disposed of (Note 2) (dollars in thousands):

Property Name	Portfolio	Ownership	Disposition Date	Location	GLA		Sales Price		Acadia's Share
Mad River Station	REIT	100%	August 19, 2025	Ohio		156,000	$	15,020	$	15,020
640 Broadway	IM (Fund III)	24.54%	September 5, 2025	New York Metro		49,500		49,500		12,147
1035 Third Avenue	IM (Fund IV)	20.10%	October 1, 2025	New York Metro		23,924		22,000		4,422

In addition, in June 2025, the joint venture that owned the Eden Square property, of which Fund IV has a 90% ownership interest, sold the property to a third-party for $28.0 million and repaid the related $23.3 million property mortgage loan (Note 4).

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Financing Activity

In January 2025, we acquired an additional 48% economic ownership interest in the Renaissance Portfolio (Note 2). At acquisition, the properties were subject to existing mortgage indebtedness with an aggregate outstanding principal balance of $156.1 million, bore interest at SOFR + 2.65% and was scheduled to mature on November 6, 2026. The property mortgage loans were recorded at a fair value of approximately $156.1 million. On January 24, 2025, the venture modified the property mortgage loans to reduce the interest rate to SOFR + 1.55%. This reduction was achieved through a $50.0 million principal paydown, which was funded by the Company as a note receivable from the venture. The note bears interest at 9.11%, matures in November 2026 and has been eliminated in consolidation (Note 7).

In May 2025, we amended our senior unsecured credit facility to add a new $250.0 million five-year delayed-draw term loan (the “$250.0 Million Term Loan”). The amendment also increased the accordion feature limit to $1.5 billion and reduced the borrowing rate on the entire Credit Facility by 10 basis points. The $250.0 Million Term Loan bore interest at the SOFR + 1.20% and matures on May 29, 2030. As of December 31, 2025, the $250.0 Million Term Loan was fully drawn (Note 7).

In December 2025, the Company, through Investment Management, repaid approximately $21.0 million of the outstanding balance on its Fund IV bridge facility using proceeds from the sale of a Fund IV property. The Company subsequently refinanced the loan, added the operating partnership as a co-borrower, and consolidated the remaining $15.2 million outstanding principal balance with a new $46.1 million supplemental borrowing, resulting in a total outstanding principal balance of $61.3 million (Note 7).

Structured Financing Investments

In April 2025, the Company modified a redeemable preferred equity investment in a property that is accounted for as a note receivable, which had a principal balance of $54.0 million as of March 31, 2025, to extend the maturity date from February 25, 2025 to February 9, 2027, with an option for a one-year extension. As part of this modification, the borrower repaid the accrued interest balance of $25.3 million. Additionally, the Company provided a mezzanine loan and additional advances under the preferred equity related to the same asset which also matures on February 9, 2027 and bears interest at a fixed rate of 9.00% (Note 3). As of December 31, 2025, the Company advanced $28.5 million in aggregate.

In January 2026, the Company provided a $41.7 million preferred equity investment to a retail joint venture to fund the acquisition of a retail shopping center in Queens, New York (Note 17).

Issuance of Common Shares

The following table summarizes forward offering activity under our ATM Program for the year ended December 31, 2025 (dollars in thousands):

	Number of Shares			Net Proceeds
Beginning balance December 31, 2024		10,910,488		$	270,515
Shares sold on a forward basis (a)		15,001,048			304,181
Shares physically settled during the year		(11,172,699	)		(277,856	)
Current-value settlement adjustments (b)		—			(1,379	)
Ending balance December 31, 2025		14,738,837		$	295,461

(a)We did not initially receive any proceeds from the sale of the forward shares under the ATM program.

(b)Amounts received upon settlement are subject to customary adjustments in accordance with the forward sales contracts, which are reflected in current-value settlement adjustments, calculated as of December 31, 2025.

Economic and Other Considerations

Macroeconomic conditions, including elevated levels of inflation, higher interest rates, and recent tariff policies, present risks for our business and the businesses of our tenants. The elevated levels of inflation in recent years have led to increased costs for certain goods and services and cost of borrowing. However, most of our leases include contractual rent escalations and require tenants to pay their share of operating expenses, including common area maintenance, real estate taxes, and insurance, which help mitigate inflationary impacts on costs and operating expenses. We believe we manage our properties in a cost-conscious manner to minimize recurring operational expenses and utilize multi-year contracts to alleviate the impact of inflation on our business and our tenants.

We expect to drive value to our portfolio through leasing momentum, active development and redevelopment projects, and our leasing pipeline. We manage our exposure to fluctuations in interest rates primarily through the use of fixed-rate debt and interest rate swap and cap agreements, which qualify for, and are designated as, hedging instruments (Note 8). Except for increased interest costs, we have not experienced any material negative impacts at this time.

Recent U.S. tariffs, sanctions, and related geopolitical developments could affect our tenants’ operations or tourism in key markets such as New York, Chicago, Washington, D.C., Los Angeles and San Francisco. While the ultimate impact remains uncertain, we continue to monitor these developments closely.

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RESULTS OF OPERATIONS

Comparison of Results for the Year Ended December 31, 2025 to the Year Ended December 31, 2024

The results of operations by reportable segment for the year ended December 31, 2025 compared to the year ended December 31, 2024 are summarized in the table below (in millions, totals may not add due to rounding):

	Year Ended											Year Ended
	December 31, 2025											December 31, 2024												Increase (Decrease)
	REIT			IM			SF		Total			REIT			IM			SF			Total			REIT			IM			SF			Total
Rental revenue	$	239.2		$	162.9		$	—	$	402.1		$	193.6		$	155.9		$	—		$	349.5		$	45.6		$	7.0		$	—		$	52.6
Other revenue		2.9			5.7			—		8.6			6.8			3.3			—			10.2			(3.9	)		2.4			—			(1.6	)
Depreciation and amortization		(91.8	)		(65.7	)		—		(157.5	)		(73.5	)		(65.5	)		—			(138.9	)		18.3			0.2			—			18.6
Property operating expenses		(34.8	)		(36.6	)		—		(71.4	)		(32.4	)		(33.6	)		—			(66.0	)		2.4			3.0			—			5.4
Real estate taxes		(34.0	)		(18.0	)		—		(52.1	)		(29.6	)		(16.4	)		—			(46.0	)		4.4			1.6			—			6.1
General and administrative expenses		—			—			—		(45.7	)		—			—			—			(40.6	)		—			—			—			5.1
Impairment charges		—			(37.2	)		—		(37.2	)		(0.5	)		(1.2	)		—			(1.7	)		(0.5	)		36.0			—			35.5
Gain (loss) on disposition of properties		2.8			(0.2	)		—		2.5			(2.2	)		1.4			—			(0.8	)		5.0			(1.6	)		—			3.3
Operating income		84.3			10.8			—		49.4			62.1			44.1			—			65.7			22.2			(33.3	)		—			(16.3	)
Interest income		—			—			23.7		23.7			—			—			25.1			25.1			—			—			(1.4	)		(1.4	)
Equity in earnings (losses) of unconsolidated affiliates		2.2			(9.9	)		—		(7.7	)		4.8			10.4			—			15.2			(2.6	)		(20.3	)		—			(22.9	)
Interest expense		(41.1	)		(54.3	)		—		(95.3	)		(36.9	)		(55.7	)		—			(92.6	)		4.2			(1.4	)		—			2.7
Loss on change in control		(9.6	)		—			—		(9.6	)		—			—			—			—			(9.6	)		—			—			(9.6	)
Realized and unrealized holding (losses) gains on investments and other		(0.8	)		—			0.7		(0.1	)		(4.1	)		—			(1.0	)		(5.0	)		3.3			—			1.7			4.9
Income tax provision		—			—			—		(0.4	)		—			—			—			(0.2	)		—			—			—			(0.2	)
Net income (loss)		35.0			(53.3	)		24.4		(40.0	)		26.0			(1.2	)		24.1			8.1			9.0			(52.1	)		0.3			(48.1	)
Net loss attributable to redeemable noncontrolling interests		—			5.6			—		5.6			—			7.9			—			7.9			—			2.3			—			2.3
Net (income) loss attributable to noncontrolling interests		(0.2	)		51.5			—		51.3			(1.6	)		7.2			—			5.6			(1.4	)		(44.3	)		—			(45.7	)
Net income (loss) attributable to Acadia shareholders	$	34.8		$	3.7		$	24.4	$	16.9		$	24.3		$	14.0		$	24.1		$	21.7		$	10.5		$	(10.3	)	$	0.3		$	(4.8	)

REIT Portfolio

Segment net income attributable to Acadia shareholders for our REIT Portfolio increased $10.5 million for the year ended December 31, 2025 compared to the prior year as a result of the changes further described below.

Rental revenues for our REIT Portfolio increased $45.6 million for the year ended December 31, 2025 compared to the prior year primarily due to (i) $33.1 million from new property acquisitions, including the acquisition of an additional interest and consolidation of the Renaissance Portfolio in 2025, (ii) $8.4 million related to the termination of a lease at City Center in San Francisco, CA in 2025, and (iii) $4.0 million from net new tenant lease up (Note 2).

Other revenues decreased $3.9 million for the year ended December 31, 2025 compared to the prior year primarily due to the recognition of a forfeited deposit earned in 2024.

Depreciation and amortization for our REIT Portfolio increased $18.3 million for the year ended December 31, 2025 compared to the prior year primarily due to (i) $16.3 million from new property acquisitions, including the acquisition of an additional interest and consolidation of the Renaissance Portfolio, and (ii) $1.5 million from the acceleration of in-place lease intangible assets for bankrupt tenants in 2025 (Note 2, Note 6).

Property operating expenses for our REIT Portfolio increased $2.4 million for the year ended December 31, 2025 compared to the prior year primarily due to new property acquisitions.

Real estate taxes for our REIT Portfolio increased $4.4 million for the year ended December 31, 2025 compared to the prior year primarily due to (i) $2.0 million from the acquisition of an additional interest and consolidation of the Renaissance Portfolio in 2025, and (ii) $2.0 million from new property acquisitions (Note 2).

Gain on disposition of properties of $2.8 million for our REIT Portfolio in 2025 was related to the gain on sale of the Mad River property. The loss on disposition of property of $2.2 million in 2024 was related to the deconsolidation of the Shops at Grand property (Note 2).

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Equity in earnings of unconsolidated affiliates for our REIT Portfolio decreased $2.6 million for the year ended December 31, 2025 compared to the prior year primarily due to tenants vacating subsequent to December 31, 2024.

Interest expense for our REIT Portfolio increased $4.2 million for the year ended December 31, 2025 compared to the prior year primarily due to higher average outstanding borrowings in 2025 in conjunction with current year investment activity.

Loss on change in control of $9.6 million for our REIT Portfolio for the year ended December 31, 2025 resulted from the remeasurement of the Company’s previously held equity method investment to fair value upon obtaining a controlling financial interest through the acquisition of an additional 48% interest in the Renaissance Portfolio in 2025 (Note 2).

Realized and unrealized holding losses on investments and other for our REIT Portfolio decreased $3.3 million for the year ended December 31, 2025 compared to the prior year period primarily due to a change in the mark-to-market adjustment on the investment in Albertsons (Note 8).

Net income attributable to noncontrolling interests for our REIT Portfolio decreased $1.4 million for the year ended December 31, 2025 compared to the prior year period based on the noncontrolling interests’ share of the variances discussed above.

Investment Management (all amounts below are consolidated amounts and are not representative of our proportionate share)

Segment net income attributable to Acadia shareholders for Investment Management decreased $10.3 million for the year ended December 31, 2025 compared to the prior year as a result of the changes described below.

Rental revenues for Investment Management increased $7.0 million for the year ended December 31, 2025 compared to the prior year primarily due to new property acquisitions in 2025 and tenant lease-up subsequent to December 31, 2024.

Other revenue for Investment Management increased $2.4 million for the year ended December 31, 2025 compared to the prior year period primarily due to higher fees earned from an increase in the number of Investment Management properties.

Property operating expenses for Investment Management increased $3.0 million for the year ended December 31, 2025 compared to the prior year primarily due to new property acquisitions.

Real estate taxes for Investment Management increased $1.6 million for the year ended December 31, 2025 compared to the prior year primarily due to refunds received in the prior year.

Impairment charges for Investment Management of $37.2 million for the year ended December 31, 2025 were related to the shortened hold periods of one Fund III property and two Fund IV properties (Note 8). Impairment charges for Investment Management of $1.2 for the year ended December 31, 2024 were related to the shortened hold period of one Fund IV property (Note 8).

Loss on disposition of properties of $0.2 million for Investment Management in 2025 was related to the loss on sale of a Fund III property. The gain on disposition of properties of $1.4 million in 2024 was related to the $3.0 million gain on disposition of two properties at Fund IV and a Fund V outparcel, offset by a $1.2 million loss related to a previously disposed property in 2024 (Note 2).

Equity in (losses) earnings of unconsolidated affiliates for Investment Management decreased $20.3 million for the year ended December 31, 2025 compared to the prior year due to the loss on sale on Eden Square in 2025 and the impairment charge on the 650 Bald Hill Road property in 2025, compared to the gain on sale of the Paramus Plaza and Frederick Crossing properties in 2024 (Note 4).

Interest expense for Investment Management decreased $1.4 million for the year ended December 31, 2025 compared to the prior year primarily due to lower average outstanding borrowings in 2025.

Net loss attributable to noncontrolling interests for Investment Management decreased $44.3 million for the year ended December 31, 2025 compared to the prior year based on the noncontrolling interests’ share of the variances discussed above. Net loss attributable to noncontrolling interests for Investment Management includes asset management fees earned by the Company of $9.2 million and $8.3 million for the years ended December 31, 2025 and 2024, respectively.

Structured Financing

Interest income for the Structured Financing portfolio decreased $1.4 million for the year ended December 31, 2025 compared to the prior year period primarily due to the partial redemption of the redeemable noncontrolling interest of the City Point Loan in 2025 (Note 10).

47

Realized and unrealized holding gains on investments and other for our Structured Finance Portfolio increased $1.7 million for the year ended December 31, 2025 compared to the prior year period primarily due to the decrease in allowance for some of our notes.

Unallocated

The Company does not allocate general and administrative expense and income taxes to its reportable segments. These unallocated amounts are depicted in the table above under the headings labeled “Total.” General and administrative expenses increased $5.1 million for the year ended December 31, 2025 compared to the prior year period primarily due to higher compensation expenses, legal expenses, and other transaction costs in 2025.

Discussions of 2023 items and comparisons between the year ended December 31, 2024 and 2023, respectively, that are not included in this Report can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

NON-GAAP FINANCIAL MEASURES

Net Property Operating Income

The following discussion of net property operating income (“NOI”) and rent spreads on new and renewal leases includes the activity from both our consolidated and our pro-rata share of unconsolidated properties within our REIT Portfolio. We do not consider NOI and rent spreads to be meaningful measures for our Investment Management investments, as Investment Management invests primarily in properties that typically require significant leasing and development, and is primarily comprised of finite-life investment vehicles.

We use NOI, a non-GAAP financial measure, to evaluate the performance of our properties. We define NOI as income from our REIT portfolio real estate, less our property operating expenses, excluding lease termination income received from tenants and other amounts such as above- or below-market rent, and straight-line rent. We consider NOI and rent spreads on new and renewal leases for our REIT Portfolio to be appropriate supplemental disclosures of portfolio operating performance due to their widespread acceptance and use within the REIT investor and analyst communities. NOI and rent spreads on new and renewal leases are presented to assist investors in analyzing our property performance; however, our method of calculating these may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

A reconciliation of consolidated operating income to net operating income - REIT Portfolio follows (in thousands):

	Year Ended December 31,
	2025			2024			2023
Consolidated operating income	$	49,426		$	65,659		$	49,076
Add back:
General and administrative		45,664			40,559			41,470
Depreciation and amortization		157,457			138,910			135,984
Impairment charges		37,210			1,678			3,686
(Gain) Loss on disposition of properties		(2,515	)		834			—
Less:
Above/below-market rent, straight-line rent and other accounts (a)		(15,611	)		(17,735	)		(20,617	)
Termination income (b)		(8,366	)		—			—
Consolidated NOI		263,265			229,905			209,599
Redeemable noncontrolling interest in consolidated NOI		(6,829	)		(6,127	)		(4,420	)
Noncontrolling interest in consolidated NOI		(74,452	)		(69,540	)		(59,597	)
Less: Operating Partnership's interest in Investment Management NOI included above		(31,170	)		(25,496	)		(19,816	)
Add: Operating Partnership's share of unconsolidated joint ventures NOI (c)		6,810			11,531			14,249
REIT Portfolio NOI	$	157,624		$	140,273		$	140,015

(a)Includes other accounts such as straight-line rent reserves, fee income, current expected credit losses on notes receivables, and dividend income received on our investment in Albertsons (Note 8).

(b)Termination income related to an early lease termination at a property, City Center.

(c)Does not include the Operating Partnership’s share of NOI from unconsolidated joint ventures within Investment Management.

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We also use same-property NOI (“Same-Property NOI”), a non-GAAP financial measure, to evaluate the performance of our properties. Same-Property NOI includes REIT Portfolio properties that we owned for both the current and prior periods presented, but excludes those properties which we acquired, sold or expected to sell, redeveloped and developed during these periods. The following table summarizes Same-Property NOI for our REIT Portfolio (dollars in thousands):

	Year Ended December 31,
	2025			2024
REIT Portfolio NOI	$	157,624		$	140,273
Less properties excluded from Same-Property NOI		(18,486	)		(8,629	)
Same-Property NOI	$	139,138		$	131,644
Percent change from prior year period		5.7	%
Components of Same-Property NOI:
Same-Property Revenues	$	193,257		$	186,932
Same-Property Operating Expenses		(54,119	)		(55,288	)
Same-Property NOI	$	139,138		$	131,644

Rent Spreads on REIT Portfolio New and Renewal Leases

The following table summarizes rent spreads on both a cash basis and straight-line basis for new and renewal leases based on leases executed within our REIT Portfolio for the periods presented. Cash basis represents a comparison of rent most recently paid on the previous lease as compared to the initial rent paid on the new lease. Straight-line basis represents a comparison of rents as adjusted for contractual escalations, abated rent, and lease incentives for the same comparable leases. The table below includes embedded option renewals for which the renewed rent was equal to or approximated existing base rent.

	Year Ended December 31, 2025
REIT Portfolio New and Renewal Leases	Cash Basis			Straight- Line Basis
Number of new and renewal leases executed		87			87
GLA commencing		699,817			699,817
New base rent	$	47.74		$	50.76
Expiring base rent	$	44.84		$	42.40
Percent growth in base rent		6.5	%		19.7	%
Average cost per square foot (a)	$	9.27		$	9.27
Weighted average lease term (years)		7.6			7.6

(a)The average cost per square foot includes tenant improvement costs, leasing commissions and tenant allowances.

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Funds from Operations

We consider funds from operations (“FFO”) as defined by the National Association of Real Estate Investment Trusts (“NAREIT”) to be an appropriate supplement disclosure of operating performance for an equity REIT due to its widespread acceptance and use within the REIT and analyst communities. FFO is presented to assist investors in analyzing our performance. It is helpful as it excludes various items included in net income that are not indicative of the operating performance, such as gains (losses) from sales of depreciated property, depreciation and amortization, and impairment of real estate. Our method of calculating FFO may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. FFO does not represent cash generated from operations as defined by accounting principles generally accepted in the United States (“GAAP”) and is not indicative of cash available to fund all cash needs, including distributions. It should not be considered as an alternative to net income for the purpose of evaluating our performance or to cash flows as a measure of liquidity. Consistent with the NAREIT definition, we define FFO as net income (computed in accordance with GAAP), excluding gains (losses) from sales of depreciated property and impairment of depreciable real estate assets related to the Company’s main business and land held for the development of property for its operating portfolio, plus depreciation and amortization, after adjustments for unconsolidated partnerships and joint ventures. Also consistent with NAREIT’s definition of FFO, the Company has elected to include gains and losses incidental to its main business (including those related to its investments in Albertsons) in FFO. A reconciliation of net income attributable to Acadia to FFO follows (dollars in thousands, except per share amounts):

	Year Ended December 31,
	2025			2024			2023
Net income attributable to Acadia shareholders	$	16,896		$	21,650		$	19,873
Depreciation of real estate and amortization of leasing costs (net of    noncontrolling interests' share)		128,356			107,450			109,732
Impairment charges (net of noncontrolling interests' share) (a)		9,572			750			852
Net gain on disposition of properties (net of noncontrolling interests' share)		(2,614	)		(1,086	)		—
Loss on change in control		9,622			—			—
Income attributable to Common OP Unit holders		785			1,067			1,282
Distributions - Preferred OP Units		268			341			492
Funds from operations attributable to Common Shareholders and    Common OP Unit holders - Basic and Diluted	$	162,885		$	130,172		$	132,231

(a)Represents the Company’s total share of impairment charges from consolidated assets (Note 8) and allocated impairment charges from investments in and advances to unconsolidated affiliates (Note 4).

LIQUIDITY AND CAPITAL RESOURCES

Uses of Liquidity and Cash Requirements

Generally, our principal uses of liquidity are (i) distributions to our shareholders and OP Unit holders, (ii) investments which include the funding of capital committed to our Investment Management platform and property acquisitions and development/re-tenanting activities within our REIT Portfolio, (iii) distributions to our Investment Management investors, (iv) debt service and loan repayments and (v) share repurchases.

Distributions

In order to qualify as a REIT for federal income tax purposes, we must distribute at least 90% of our taxable income to our shareholders. During the year ended December 31, 2025, we paid dividends and distributions on our Common Shares and Preferred OP Units totaling $107.3 million.

Investments

As previously discussed, during the year ended December 31, 2025, we deployed approximately $415.9 million in cash outlays related to acquisitions of real estate and investments in unconsolidated affiliates. This amount included the acquisition of an additional 48% economic ownership interest in the Renaissance Portfolio, which resulted in a controlling financial interest and the consolidation of the portfolio within our REIT Portfolio (Note 2, Note 7).

In addition, we redeemed a portion of the noncontrolling interest in Fund II, which required a $8.0 million cash payment (Note 10).

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Structured Financing Investments

During the year ended December 31, 2025, we provided a mezzanine loan and additional advances under a preferred equity investment in the
aggregate amount of $28.5 million (Note 3).

Capital Commitments

During the year ended December 31, 2025, we made capital contributions aggregating $4.8 million to the Funds.

At December 31, 2025, our share of the remaining capital commitments to our Funds aggregated $11.5 million as follows:

•$0.2 million to Fund III – Fund III was launched in May 2007 with total committed capital of $450.0 million, of which our original share was $89.6 million. During 2015, we acquired an additional interest, which had an original capital commitment of $20.9 million.

•$5.5 million to Fund IV – Fund IV was launched in May 2012 with total committed capital of $530.0 million, of which our original share was $122.5 million.

•$5.8 million to Fund V – Fund V was launched in August 2016 with total committed capital of $520.0 million, of which our original share was $104.5 million.

We do not have any additional capital commitments to the Funds other than the remaining amounts detailed above.

Additionally, the Company has committed to fund tenant improvements under executed leases totaling approximately $44.1 million and $41.4 million, as of December 31, 2025 and December 31, 2024, respectively. The Company’s share of these obligations was approximately $37.1 million and $32.3 million, respectively (Note 9).

Development Activities

During the year ended December 31, 2025, capitalized costs associated with development activities totaled $65.8 million (Note 2). At December 31, 2025, we had a total of 26 properties under development or redevelopment, for which the estimated total cost to complete these projects through 2028 was $102.7 million to $133.6 million, respectively. These estimates exclude assets for which redevelopment or development plans are still being evaluated and for which costs are not yet determinable. Substantially all remaining development and redevelopment costs are discretionary, and could be affected by various risks and uncertainties, including, but not limited to, the effects of the current inflationary environment, elevated interest rates, the imposition of tariffs and other risks detailed in Item 1A. Risk Factors.

Debt

A summary of our consolidated debt, which includes the full amount of Investment Management related obligations and excludes our pro-rata share of debt at our unconsolidated subsidiaries, is as follows (in thousands):

	December 31,			December 31,
	2025			2024
Total Debt - Fixed and Effectively Fixed Rate	$	1,502,753		$	1,142,592
Total Debt - Variable Rate		370,614			405,355
		1,873,367			1,547,947
Net unamortized debt issuance costs		(11,387	)		(10,893	)
Unamortized premium		926			212
Total Indebtedness	$	1,862,906		$	1,537,266

As of December 31, 2025, our consolidated indebtedness aggregated $1,873.4 million, excluding unamortized premium of $0.9 million and net unamortized loan costs of $11.4 million, and was collateralized by 45 properties and related tenant leases. Stated interest rates on our outstanding indebtedness ranged from 3.99% to SOFR + 2.75% with maturities that ranged from March 5, 2026 to April 15, 2035, excluding available extension options. With respect to the debt maturing in 2026, we are actively pursuing refinancing the remaining obligations, though there can be no assurance that we can refinance such obligations on favorable terms or at all. Taking into consideration $1,216.7 million of notional principal under variable to fixed-rate swap agreements currently in effect, $1,502.8 million of the portfolio debt, or 80.2%, was fixed at a 4.84% weighted-average interest rate and $370.6 million, or 19.8% was floating at a 5.92% weighted average interest rate as of December 31, 2025. Our variable-rate debt includes $32.2 million of debt subject to interest rate caps.

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Without regard to available extension options, at December 31, 2025, we had (i) $286.4 million of debt maturing in 2026 at a weighted-average interest rate of 6.20%, (ii) $5.9 million of scheduled principal amortization due in 2026; and (iii) $48.3 million of remaining scheduled 2026 principal payments and maturities, representing our pro-rata share of our unconsolidated debt. In addition, $309.6 million of our total consolidated debt and $56.1 million of our pro-rata share of unconsolidated debt will come due in 2027. With respect to the debt maturing in 2026 and 2027, we have options to extend consolidated debt aggregating $188.0 million and $252.4 million at December 31, 2025, respectively; however, there can be no assurance that the Company will be able to successfully execute any or all of its available extension options. For the remaining indebtedness, we may not have sufficient cash on hand to repay such indebtedness, and, therefore, we expect to refinance at least a portion of this indebtedness or select other alternatives based on market conditions as these loans mature; however, there can be no assurance that we will be able to obtain financing on acceptable terms or at all. Our ability to obtain financing could be affected by various risks and uncertainties, including, but not limited to, the effects of the current inflationary environment, elevated interest rates, the imposition of tariffs and other risks, including, but not limited to those detailed in Part I, Item 1A. Risk Factors.

Share Repurchase Program

We maintain a share repurchase program under which $122.5 million remains available as of December 31, 2025 (Note 10). We did not repurchase any shares under this program during the year ended December 31, 2025.

Sources of Liquidity

Our primary sources of capital for funding our short-term (less than 12 months) and long-term (12 months and longer) liquidity needs include (i) the issuance of both public equity and OP Units, (ii) the issuance of both secured and unsecured debt, (iii) unfunded capital commitments from noncontrolling interests within Investment Management, (iv) future sales of existing properties, (v) repayments of Structured Financing investments, and (vi) cash on hand and future cash flow from operating activities. Our cash on hand in our consolidated subsidiaries at December 31, 2025 totaled $38.8 million. Our remaining sources of liquidity are described further below. Depending upon the availability and cost of external capital, we believe our sources of capital are sufficient to meet our liquidity needs. Our historical cash flow uses are reflected in our Consolidated Statements of Cash Flows and are discussed in further detail below.

Issuances of Common Shares

Our ATM Program (Note 10) provides us with an efficient and low-cost vehicle for raising capital through public equity issuances on an as-we-go basis to fund our capital needs. Through this program, we have been able to effectively “match-fund” the required capital for our REIT Portfolio and Investment Management acquisitions through the issuance of Common Shares over extended periods employing a price averaging strategy. In addition, from time to time, we have issued and intend to continue to issue, equity in follow-on offerings separate from the ATM Program. Net proceeds raised through the ATM Program and follow-on offerings are primarily used for acquisitions, both for our REIT Portfolio and our pro-rata share of Investment Management acquisitions, and for general corporate purposes.

During the year ended December 31, 2025, we physically settled 11,172,699 forward shares under the ATM Program in exchange for aggregate net proceeds of $277.9 million. At December 31, 2025, we had unsettled forward equity contracts to sell 14,738,837 shares for estimated aggregate net cash proceeds of $295.5 million. We also had $199.1 million of remaining availability for future share issuance under our current ATM program.

Investment Management Capital

During the year ended December 31, 2025, Funds III and V called for capital contributions of $23.6 million, of which our aggregate share was $4.8 million. At December 31, 2025, unfunded capital commitments from noncontrolling interests within our Funds II, III, IV and V were zero, $0.6 million, $18.5 million, and $22.9 million, respectively.

Other Transactions

During the year ended December 31, 2025, we recognized income of $8.4 million related to the termination of a lease at City Center in San Francisco (Note 11).

During the year ended December 31, 2025, we sold 752,112 shares of Albertsons, generating net proceeds of $14.5 million. As of December 31, 2025, we no longer held any shares of Albertsons (Note 8).

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Financing and Debt

As of December 31, 2025, we had $435.5 million of capacity under existing REIT Portfolio debt facilities. In addition, as of that date within our REIT Portfolio and Investment Management platform, we had 142 unencumbered consolidated properties with an aggregate carrying value of approximately $2.4 billion, although there can be no assurance that we would be able to obtain financing for these properties at favorable terms, if at all (Note 7).

HISTORICAL CASH FLOW

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

The following table compares the historical cash flow for the year ended December 31, 2025 with the cash flow for the year ended December 31, 2024 (in millions, totals may not add due to rounding):

	Year Ended December 31,
	2025			2024			Variance
Net cash provided by operating activities	$	167.0		$	140.4		$	26.6
Net cash used in investing activities		(450.5	)		(170.7	)		(279.8	)
Net cash provided by financing activities		300.7			44.6			256.1
Increase in cash and cash equivalents and restricted cash	$	17.2		$	14.4		$	2.8

Operating Activities

Net cash provided by operating activities primarily reflects the Company’s operating results, adjusted for non-cash items and changes in working capital.

Net cash provided by operating activities increased by $26.6 million for the year ended December 31, 2025 as compared to the prior year period primarily due to cash received from the repayment of accrued interest on a note receivable and higher cash flow from operations in the REIT Portfolio.

Investing Activities

Net cash used in investing activities is impacted by our investments in and advances to unconsolidated affiliates, 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 increased by $279.8 million during the year ended December 31, 2025 as compared to the prior year period, primarily due to (i) $227.4 million higher cash outflows for real estate acquisitions, (ii) $44.7 million higher cash spending on development, construction and property improvements, (iii) $11.9 million higher cash outflows for the issuance of notes receivable, (iv) $6.5 million lower proceeds from property dispositions, and (v) $5.2 million lower collections on notes receivable repayments.

Financing Activities

Net cash provided by 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 increased by $256.1 million during the year ended December 31, 2025 as compared to the prior year period, primarily from (i) $502.6 million higher proceeds from debt issuances and (ii) $6.7 million lower financing costs. These increases were offset by (i) $182.4 million lower proceeds from sale of Common Shares, (ii) $32.3 million lower contributions from noncontrolling interests, (iii) $25.0 million higher dividend payments, (iv) $9.9 million higher cash used to acquire noncontrolling interests and, (v) $4.7 million higher capital distributions to noncontrolling interests.

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Unconsolidated Indebtedness

We have the following investments made through joint ventures (that may include, among others, tenancy-in common and other similar investments) for the purpose of investing in operating properties. We account for these investments using the equity method of accounting. As such, our financial statements reflect our investment and our share of income and loss from, but not the individual assets and liabilities, of these joint ventures.

See Note 4 for a discussion of our unconsolidated investments. The Operating Partnership’s pro-rata share of unconsolidated non-recourse debt related to those investments is as follows (dollars in millions):

	Operating Partnership					December 31, 2025
Investment	Ownership Percentage			Pro-rata Share of Mortgage Debt		Effective Interest Rate (a)			Maturity Date
Frederick County Square		18.1	%	$	4.4		6.39	%	Apr 2026
Tri-City Plaza		18.1	%		6.3		6.00	%	Apr 2026
650 Bald Hill Rd		20.8	%		3.0		3.75	%	Jun 2026
840 N. Michigan		94.4	%		34.1		6.50	%	Dec 2026
Wood Ridge Plaza		18.1	%		6.5		7.15	%	Mar 2027
La Frontera		18.1	%		10.0		6.11	%	Jun 2027
Riverdale FC		18.0	%		6.8		6.70	%	Nov 2027
Georgetown Portfolio		50.0	%		6.7		4.72	%	Dec 2027
LINQ Promenade(b)		15.0	%		26.3		5.48	%	Dec 2027
Shoppes at South Hills(c)		18.1	%		5.9		5.95	%	Mar 2028
Mohawk Commons		18.1	%		7.1		5.80	%	Mar 2028
The Walk at Highwoods Preserve(c)		20.0	%		4.1		6.25	%	Oct 2028
Crossroads Shopping Center(d)		49.0	%		36.8		5.78	%	Nov 2029
Gotham Plaza		49.0	%		13.7		5.90	%	Oct 2034
Total				$	171.7

(a)Effective interest rates incorporate the effect of interest rate swaps and caps that were in effect at December 31, 2025, where applicable.

(b)The debt has one available 24-month extension option.

(c)The debt has one available 12-month extension option.

(d)The debt has two available 12-month extension options.

CRITICAL ACCOUNTING ESTIMATES

Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Report is based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses. We base our estimates on historical experience and assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect the significant judgments and estimates used by us in the preparation of our consolidated financial statements.

Real Estate and Investments in and Advances to Unconsolidated Affiliates – Impairment of Properties

On a periodic basis, we assess whether there are any indicators that the value of real estate assets, including any related right-of-use (“ROU”), intangible assets, undeveloped land and construction in progress, may be impaired. A property’s value is impaired only if the estimate of the aggregate future cash flows (undiscounted and without interest charges) to be generated by the property are less than the carrying value of the property. The determination of undiscounted cash flows requires significant estimates by management. In management’s estimate of cash flows, it considers factors such as expected future sale of an asset or development alternatives, capitalization rates and the undiscounted future cash flows analysis, which is probability-weighted based upon management’s best estimate of the likelihood of the alternative courses of action. Expected future cash flows and recoverability conclusions could be materially impacted by changes in items such as future leasing activity, occupancy, property operating costs, market pricing, our view or strategy relative to a tenant’s business or industry, the manner in which a property is used and the expected hold period of an asset. Subsequent changes in estimated undiscounted cash flows arising from changes in anticipated actions could affect the determination of whether an impairment exists and whether the effects could have a material impact on the Company’s net income. To the extent an impairment has occurred, the loss will be measured as the excess of the carrying amount of the property over the fair value of the property.

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The Company is required to make subjective assessments as to whether there are impairments in the value of its real estate properties and other investments. These assessments have a direct impact on the Company’s estimates of the projected future cash flows, anticipated holding periods or market conditions change, its evaluation of the impairment charges may be different, and such differences could be material to the Company’s consolidated financial statements. Plans to hold properties over longer periods decrease the likelihood of recording impairment losses.

During 2025 and 2024, the Company recognized impairment charges on properties of $37.2 million and $1.7 million, respectively, of which our pro-rata share was $8.9 million and $0.8 million, respectively. See Note 8 for a discussion of impairments recognized during the periods presented.

Our investments in unconsolidated joint ventures are reviewed for indicators of impairment on a quarterly basis and we record impairment charges when events or circumstances change indicating that a decline in the fair values below the carrying amounts has occurred and such decline is other-than-temporary. This evaluation of the investments in unconsolidated joint ventures is dependent on a number of factors, including the performance of each investment and market conditions. We will record an impairment charge if we determine that a decline in the fair value below the carrying amount of an investment in an unconsolidated joint venture is other-than-temporary. The fair value is calculated using discounted cash flows which is subjective and considers assumptions regarding future occupancy, future rental rates, future capital requirements, debt interest rates and availability, discount rates and capitalization rates that could differ materially from actual results in future periods.

Real Estate – Estimates Related to Valuing Acquired Assets and Liabilities

Upon acquisitions of real estate, we assess the fair value of acquired tangible and intangible assets (including land, buildings, tenant improvements, “above-” and “below-market” leases, leasing and assumed financing origination costs, acquired in-place leases, other identified intangible assets and assumed liabilities) in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805 “Business Combinations” and ASC Topic 350 “Intangibles – Goodwill and Other,” and allocate the purchase price to the acquired assets and assumed liabilities, including land and buildings as if vacant.

We assess fair value based on estimated cash flow projections utilizing appropriate discount and capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including historical operating results, known trends, and market/economic conditions. Based on these estimates, we allocate the purchase price to the applicable assets and liabilities based on their relative fair values at date of acquisition. In allocating the purchase price to identified intangible assets and liabilities of an acquired property, the value of above-market and below-market leases is estimated based on the present value of the difference between the contractual amounts, including fixed rate below-market renewal options, to be paid pursuant to the in-place leases and our estimate of the market lease rates and other lease provisions for comparable leases measured over a period equal to the estimated remaining term of the lease. Tenant related intangibles and improvements are amortized on a straight-line basis over the related lease term, including any renewal options. 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. We consider qualitative and quantitative factors in evaluating the likelihood of a tenant exercising a below market renewal option and include such renewal options in the calculation of in-place leases. If the value of below-market lease intangibles includes renewal option periods, we include such renewal periods in the amortization period utilized. If a lease terminates prior to its stated expiration, all unamortized amounts relating to that lease are written off.

During the year ended December 31, 2025, we completed 11 asset acquisitions, and the purchase price of each was allocated based on the relative fair values of the assets acquired and liabilities assumed (Note 2).

Investments in and Advances to Unconsolidated Affiliates – Consolidation

We account for our investments in and advances to unconsolidated affiliates under the equity method of accounting in cases where we exercise significant influence over, but do not control, these entities and are not considered to be the primary beneficiary. We consolidate those joint ventures that we control or which are variable interest entities (each, a “VIE”) and where we are considered to be the primary beneficiary. In all these joint ventures, the rights of the joint venture partner are both protective as well as participating. Unless we are determined to be the primary beneficiary in a VIE, these participating rights preclude us from consolidating these VIE entities. Determining control of the entities can be subjective in assessing which activities of the joint venture most significantly impact the economic performance and whether the rights of the joint venture partner are protective or participating. In making this determination, any new or amended joint venture agreement is assessed by the Company for the activities that most significantly impact the joint venture’s economic performance based on the business purpose and design of the venture. We assess the rights that are conveyed to us in the agreement and evaluate whether we are provided with participating or protective rights over the activities that most significantly impact the entity’s economic performance. We also assess the rights of our joint venture partner. Such participating rights include, among other things, the right to approve/amend the annual budget, leasing of the property to a significant tenant, and approval of financing. If our joint venture partner has substantive participating rights and we are determined not to be the primary beneficiary, we do not consolidate the entity. The assets and liabilities of the consolidated VIEs are described in Note 16.

Recently Issued and Adopted Accounting Pronouncements

Reference is made to Note 1 in the consolidated financial statements for information about recently issued and recently adopted accounting pronouncements.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Information as of December 31, 2025

Our primary market risk exposure is to changes in interest rates related to our property mortgage loans and other debt. See Note 7 in the Notes to the consolidated financial statements for certain quantitative details related to our property mortgage loans and other debt.

Currently, we manage our exposure to fluctuations in interest rates primarily through the use of fixed-rate debt and interest rate swap and cap agreements. As of December 31, 2025, we had total property mortgage loans and other notes payable of $1,873.4 million, excluding the unamortized premium of $0.9 million and net unamortized debt issuance costs of $11.4 million, of which $1,502.8 million, or 80.2% was fixed-rate, inclusive of debt with rates fixed through the use of derivative financial instruments, and $370.6 million, or 19.8%, was variable-rate based upon SOFR or Prime rates plus certain spreads. As of December 31, 2025, we were party to 35 interest rate swaps and one interest rate cap agreement to hedge our exposure to changes in interest rates with respect to $1,216.7 million and $32.2 million of variable-rate debt, respectively. If we decided to employ higher leverage levels, we would be subject to increased debt service requirements and a higher risk of default on our debt obligations, which could adversely affect our financial conditions, cash flows and ability to make distributions to our shareholders. In addition, increases or changes in interest rates could cause our borrowing costs to rise and may limit our ability to refinance debt.

The following table sets forth information as of December 31, 2025 concerning our long-term debt obligations, including principal cash flows by scheduled maturity (without regard to available extension options) and weighted average effective interest rates of maturing amounts (dollars in millions):

REIT Portfolio Consolidated Mortgage and Other Debt

Year	Scheduled Amortization		Maturities		Total		Weighted Average Interest Rate
2026	$	2.4	$	102.0	$	104.4		6.1	%
2027		4.8		45.1		49.9		4.8	%
2028		1.8		559.9		561.7		4.1	%
2029		1.2		97.1		98.3		5.5	%
2030		0.3		326.6		326.9		4.4	%
Thereafter		1.0		—		1.0		5.9	%
	$	11.5	$	1,130.7	$	1,142.2

Investment Management Consolidated Mortgage and Other Debt

Year	Scheduled Amortization		Maturities		Total		Weighted Average Interest Rate
2026	$	3.5	$	184.4	$	187.9		6.3	%
2027		2.2		257.5		259.7		6.1	%
2028		0.3		283.3		283.6		5.5	%
2029		—		—		—		—	%
2030		—		—		—		—	%
Thereafter		—		—		—		—	%
	$	6.0	$	725.2	$	731.2

Mortgage Debt in Unconsolidated Partnerships (at our Pro-Rata Share)

Year	Scheduled Amortization		Maturities		Total		Weighted Average Interest Rate
2026	$	6.3	$	42.0	$	48.3		6.2	%
2027		1.1		55.0		56.1		5.8	%
2028		0.1		16.7		16.8		6.0	%
2029		0.3		36.5		36.8		5.8	%
2030		—		—		—	—%
Thereafter		—		13.7		13.7		5.9	%
	$	7.8	$	163.9	$	171.7

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Without regard to available extension options, in 2026, $292.3 million of our total consolidated debt and $48.3 million of our pro-rata share of unconsolidated outstanding debt will become due. In addition, $309.6 million of our total consolidated debt and $56.1 million of our pro-rata share of unconsolidated debt will become due in 2027. As it relates to the maturing debt in 2026 and 2027, we have options to extend consolidated debt aggregating $188.0 million and $252.4 million, respectively; however, there can be no assurance that the Company will be able to successfully execute any or all of its available extension options. As we intend on refinancing some or all of such debt at the then-existing market interest rates, which may be greater than the current interest rates, our interest expense would increase by approximately $6.6 million annually if the interest rate on the refinanced debt increased by 100 basis points. After giving effect to noncontrolling interests, our share of this increase would be $1.6 million. Interest expense on our consolidated variable-rate debt of $370.6 million, net of variable to fixed-rate swap agreements currently in effect, as of December 31, 2025, would increase $3.7 million if corresponding rate indices increased by 100 basis points. After giving effect to noncontrolling interests, our share of this increase would be $1.3 million. We may seek additional variable-rate financing if and when pricing and other commercial and financial terms warrant. As such, we would consider hedging against the interest rate risk related to such additional variable-rate debt through interest rate swaps and protection agreements, or other means.

Based on our outstanding debt balances as of December 31, 2025, the fair value of our total consolidated outstanding debt would decrease by approximately $9.4 million if interest rates increase by 1%. Conversely, if interest rates decrease by 1%, the fair value of our total outstanding debt would increase by approximately $6.1 million.

As of December 31, 2025, and 2024, we had consolidated notes receivable of $154.9 million and $126.6 million, respectively. We determined the estimated fair value of our notes receivable by discounting future cash receipts utilizing a discount rate equivalent to the rate at which similar notes receivable would be originated under conditions then existing.

Based on our outstanding notes receivable balances as of December 31, 2025, the fair value of our total outstanding notes receivable would decrease by approximately $1.5 million if interest rates increase by 1%. Conversely, if interest rates decrease by 1%, the fair value of our total outstanding notes receivable would increase by approximately $1.5 million.

Summarized Information as of December 31, 2024

As of December 31, 2024, we had total property mortgage loans and other notes payable of $1.5 billion, excluding the unamortized premium of $0.2 million and unamortized debt issuance costs of $10.9 million, of which $1.1 billion, or 73.8%, was fixed-rate, inclusive of debt with rates fixed through the use of derivative financial instruments, and $405.4 million, or 26.2%, was variable-rate based upon SOFR rates plus certain spreads. As of December 31, 2024, we were party to 30 interest rate swaps and three interest rate cap agreements to hedge our exposure to changes in interest rates with respect to $852.0 million and $111.2 million of SOFR-based variable-rate debt, respectively.

Interest expense on our variable-rate debt of $405.4 million, net of variable to fixed-rate swap agreements currently in effect, as of December 31, 2024, would have increased $4.1 million if corresponding rate indices increased by 100 basis points. Based on our outstanding debt balances as of December 31, 2024, the fair value of our total outstanding debt would have decreased by approximately $9.8 million if interest rates increased by 1%. Conversely, if interest rates decreased by 1%, the fair value of our total outstanding debt would have increased by approximately $9.8 million.

Changes in Market Risk Exposures from December 31, 2024 to December 31, 2025

Our interest rate risk exposure from December 31, 2024, to December 31, 2025, has decreased on an absolute basis, as the $405.4 million of variable-rate debt as of December 31, 2024, has decreased to $370.6 million as of December 31, 2025. Our interest rate exposure as a percentage of total debt has decreased as our variable-rate debt accounted for 26.2% of our consolidated debt as of December 31, 2024 compared to 19.8% as of December 31, 2025.

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ITEM 8. FINANCIAL STATEMENTS.

ACADIA REALTY TRUST AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS

	Page
Financial Statements:
Report of Independent Registered Public Accounting Firm (Deloitte & Touche LLP; New York, New York, PCAOB ID No. 34)	59
Consolidated Balance Sheets as of December 31, 2025 and 2024	61
Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023	62
Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2025, 2024 and 2023	63
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2025, 2024 and 2023	64
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023	66
Notes to Consolidated Financial Statements	68
Financial Statement Schedules:
Schedule III – Real Estate and Accumulated Depreciation	117
Schedule IV – Mortgage Loans on Real Estate	123

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Trustees of Acadia Realty Trust

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Acadia Realty Trust and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive (loss) income, changes in shareholders' equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes, and the schedules listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 13, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Operating real estate, net — Impairment — Refer to Notes 1, 2 and 8 to the financial statements

Critical Audit Matter Description

The Company reviews its real estate assets for impairment periodically or when there is an event or a change in circumstances that indicates the carrying amount may not be recoverable. The Company’s evaluation of the recoverability of real estate assets involves the comparison of undiscounted future cash flows expected to be generated by each real estate asset over the Company’s estimated holding period to the respective carrying amount. The cash flow analysis considers factors such as expected future operating income, trends, and prospects, as well as the effects of demand, competition, and other factors. If the Company is evaluating the potential sale of an asset, the undiscounted future cash flows analysis is probability-weighted based upon management’s best estimate of the likelihood of the alternative courses of action for that particular asset as of the balance sheet date. If an impairment is indicated, an impairment loss is recognized equal to the excess of the carrying amount of the asset over its estimated fair value.

The determination of anticipated undiscounted cash flows is inherently subjective, requiring significant estimates and assumptions to be made by management such as future market rental rates and capitalization rates.

We identified the impairment of certain real estate assets as a critical audit matter because of the significant estimates and assumptions management makes related to future market rental rates and capitalization rates. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s undiscounted future cash flows analysis.

59

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the undiscounted future cash flows analysis included the following, among others:

•We tested the effectiveness of controls over management’s evaluation of the recoverability of real estate assets, including those over future market rental rates and capitalization rates.

•We evaluated the reasonableness of future market rental rates and capitalization rates used by management through comparison to independent market data, focusing on geographical location and property type. In addition, we developed ranges of independent estimates of future market rental rates and capitalization rates and compared those to the amounts used by management.

•We involved our fair value specialists in (1) evaluating the reasonableness of the valuation methodology; (2) providing comparable market transaction details to evaluate the future market rental rates and capitalization rates assumptions; and (3) evaluating the mathematical accuracy of the undiscounted future cash flows analysis.

•We evaluated whether the assumptions used by management were consistent with evidence obtained in other areas of the audit.

/s/ Deloitte & Touche LLP

New York, New York

February 13, 2026

We have served as the Company’s auditor since 2023.

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ACADIA REALTY TRUST AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	December 31,			December 31,
(in thousands, except share and per share data)	2025			2024
ASSETS
Investments in real estate
Operating real estate, net	$	3,983,754		$	3,543,974
Real estate under development		167,051			129,619
Net investments in real estate		4,150,805			3,673,593
Notes receivable, net ($1,638 and $2,004 of allowance for credit losses as of December 31, 2025 and December 31, 2024, respectively)(a)		154,892			126,584
Investments in and advances to unconsolidated affiliates		161,955			209,232
Other assets, net		223,980			223,767
Right-of-use assets - operating leases, net		23,594			25,531
Cash and cash equivalents		38,818			16,806
Restricted cash		18,081			22,897
Marketable securities		—			14,771
Rents receivable, net		65,027			58,022
Total assets (b)	$	4,837,152		$	4,371,203
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Liabilities:
Mortgage and other notes payable, net	$	893,944		$	953,700
Unsecured notes payable, net		879,462			569,566
Unsecured line of credit		89,500			14,000
Accounts payable and other liabilities		273,479			232,726
Lease liabilities - operating leases		25,972			27,920
Dividends and distributions payable		28,526			24,505
Distributions in excess of income from, and investments in, unconsolidated affiliates		16,838			16,514
Total liabilities (b)		2,207,721			1,838,931
Commitments and contingencies (Note 9)
Redeemable noncontrolling interests (Note 10)		9,113			30,583
Equity:
Acadia Shareholders' Equity
Common shares, $0.001 par value per share, authorized 200,000,000 shares, issued and outstanding 131,036,560 and 119,657,594 shares as of December 31, 2025 and December 31, 2024, respectively		131			120
Additional paid-in capital		2,710,651			2,436,285
Accumulated other comprehensive income		15,585			38,650
Distributions in excess of accumulated earnings		(500,720	)		(409,383	)
Total Acadia shareholders’ equity		2,225,647			2,065,672
Noncontrolling interests		394,671			436,017
Total equity		2,620,318			2,501,689
Total liabilities, redeemable noncontrolling interests, and equity	$	4,837,152		$	4,371,203

(a)Includes Notes receivable, net from related parties of $14.3 million and $14.8 million as of December 31, 2025 and 2024, respectively (Note 3).

(b)Includes consolidated assets and liabilities of Acadia Realty Limited Partnership (the “Operating Partnership”), which is a consolidated variable interest entity (“VIE”) (Note 16). The Consolidated Balance Sheets include the following amounts related to our consolidated VIEs that are consolidated by the Operating Partnership: $1,768.6 million and $1,640.1 million of Operating real estate, net; $- million and $31.5 million of Real estate under development; $53.3 million and $74.4 million of Investments in and advances to unconsolidated affiliates; $78.3 million and $79.4 million of Other assets, net; $1.5 million and $2.0 million of Right-of-use assets - operating leases, net; $30.4 million and $15.9 million of Cash and cash equivalents; $6.5 million and $11.0 million of Restricted cash; $29.3 million and $27.3 million of Rents receivable, net; $793.8 million and $799.7 million of Mortgage and other notes payable, net; $61.3 million and $- million of Unsecured notes payable, net; $125.6 million and $120.1 million of Accounts payable and other liabilities; $1.6 million and $2.1 million of Lease liability-operating leases as of December 31, 2025 and 2024, respectively.

The accompanying notes are an integral part of these consolidated financial statements.

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ACADIA REALTY TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended December 31,
(in thousands except per share amounts)	2025			2024			2023
Revenues
Rental	$	402,136		$	349,530		$	333,044
Other		8,621			10,159			5,648
Total revenues		410,757			359,689			338,692
Expenses
Depreciation and amortization		157,457			138,910			135,984
General and administrative		45,664			40,559			41,470
Real estate taxes		52,088			46,049			46,650
Property operating		71,427			66,000			61,826
Impairment charges		37,210			1,678			3,686
Total expenses		363,846			293,196			289,616
Gain (loss) on disposition of properties		2,515			(834	)		—
Operating income		49,426			65,659			49,076
Equity in (losses) earnings of unconsolidated affiliates		(7,713	)		15,178			(7,677	)
Interest income (a)		23,717			25,085			19,993
Realized and unrealized holding (losses) gains on investments and other		(96	)		(5,014	)		30,413
Interest expense		(95,311	)		(92,557	)		(93,253	)
Loss on change in control		(9,622	)		—			—
(Loss) income from continuing operations before income taxes		(39,599	)		8,351			(1,448	)
Income tax provision		(412	)		(212	)		(301	)
Net (loss) income		(40,011	)		8,139			(1,749	)
Net loss attributable to redeemable noncontrolling interests		5,562			7,915			8,239
Net loss attributable to noncontrolling interests		51,345			5,596			13,383
Net income attributable to Acadia shareholders	$	16,896		$	21,650		$	19,873
Basic earnings per share	$	0.10		$	0.19		$	0.20
Diluted earnings per share	$	0.10		$	0.19		$	0.20
Weighted average shares for basic earnings per share		128,625			108,227			95,284
Weighted average shares for diluted earnings per share		128,663			108,258			95,284

(a)Includes interest income on Notes receivable, net from related parties, advances to unconsolidated affiliates, and loans to redeemable noncontrolling interests holders of $12.3 million, $13.9 million and $7.7 million for the year ended December 31, 2025, 2024, and 2023, respectively (Note 3, Note 10).

The accompanying notes are an integral part of these consolidated financial statements.

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ACADIA REALTY TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

	Year Ended December 31,
(in thousands)	2025			2024			2023
Net (loss) income	$	(40,011	)	$	8,139		$	(1,749	)
Other comprehensive (loss) income:
Unrealized (loss) gain on valuation of swap agreements		(12,899	)		33,232			10,963
Reclassification of realized interest on swap agreements		(14,417	)		(30,336	)		(33,647	)
Other comprehensive (loss) income		(27,316	)		2,896			(22,684	)
Comprehensive (loss) income		(67,327	)		11,035			(24,433	)
Comprehensive loss attributable to redeemable noncontrolling interests		5,562			7,915			8,239
Comprehensive loss attributable to noncontrolling interests		55,596			8,908			21,692
Comprehensive (loss) income attributable to Acadia shareholders	$	(6,169	)	$	27,858		$	5,498

The accompanying notes are an integral part of these consolidated financial statements.

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ACADIA REALTY TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Years Ended December 31, 2025, 2024, and 2023

	Acadia Shareholders
(in thousands, except per share amounts)	Common Shares		Share Amount		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Distributions in Excess of Accumulated Earnings			Total Common Shareholders’ Equity			Noncontrolling Interests			Total Equity			Redeemable Noncontrolling Interest
Balance at January 1, 2025		119,658	$	120	$	2,436,285	$	38,650	$	(409,383	)	$	2,065,672		$	436,017		$	2,501,689		$	30,583
Issuance of Common Shares, net		11,173		11		277,495		—		—			277,506			—			277,506			—
Conversion of OP Units to Common Shares by limited partners of the Operating Partnership		153		—		2,403		—		—			2,403			(2,403	)		—			—
Dividends/distributions declared ($0.80 per Common Share/OP Unit)		—		—		—		—		(104,802	)		(104,802	)		(6,559	)		(111,361	)		—
Consolidation of previously unconsolidated investment		—		—		—		—		—			—			29,573			29,573			—
Adjustment of redeemable non-controlling interest to estimated redemption value (Note 10)