Acadia Realty Trust (NYSE: AKR) outlines 2025 growth and debt profile
Rhea-AI Filing Summary
Acadia Realty Trust files its annual report outlining 2025 operations, strategy, risks and capital plans. The Maryland-based retail REIT controls about 96% of its operating partnership and holds ownership interests in 228 properties across high-barrier U.S. urban and suburban markets.
In 2025, Acadia completed approximately $487.3 million of acquisitions through its core REIT portfolio and investment management platform, and advanced 13 development and 12 redevelopment projects in the REIT portfolio plus one redevelopment in Investment Management. The company emphasizes internal growth via re-tenanting, rent mark-to-market, and expense control.
Acadia reports total indebtedness of $1.8734 billion, including $370.6 million of variable-rate debt, with about 80.2% of borrowings at fixed or effectively fixed rates. It expanded its at-the-market equity program to $500 million, leaving 14.7 million forward shares that would generate about $295.5 million if physically settled, and retains a $200 million share repurchase authorization with $122.5 million remaining. The filing highlights detailed risk factors, including tenant concentration, e-commerce, leverage, interest rates, environmental and climate regulation, AI and cybersecurity, and REIT tax status.
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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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.
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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).
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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.
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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.
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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 $
The number of shares of the registrant’s common shares of beneficial interest outstanding on February 10, 2026 was
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
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Item No. |
Description |
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PART I |
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1. |
Business |
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7 |
1A. |
Risk Factors |
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13 |
1B. |
Unresolved Staff Comments |
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31 |
1C. |
Cybersecurity |
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2. |
Properties |
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32 |
3. |
Legal Proceedings |
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41 |
4. |
Mine Safety Disclosures |
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41 |
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PART II |
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5. |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
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6. |
[Reserved] |
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7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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7A. |
Quantitative and Qualitative Disclosures about Market Risk |
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56 |
8. |
Financial Statements and Supplementary Data |
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9. |
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure |
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124 |
9A. |
Controls and Procedures |
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124 |
9B. |
Other Information |
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126 |
9C. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
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PART III |
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10. |
Directors, Executive Officers and Corporate Governance |
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11. |
Executive Compensation |
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12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
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Certain Relationships and Related Transactions and Director Independence |
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Principal Accountant Fees and Services |
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PART IV |
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Exhibits and Financial Statement Schedules |
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Form 10-K Summary |
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SIGNATURES |
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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:
Risks related to our business, properties and tenants
Risks related to our liquidity and indebtedness
Risks related to litigation, environmental matters and government regulation
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Risks related to our management and structure
Risks related to our REIT status
General risk factors
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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
Investment Strategy
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Capital Strategy
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.
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:
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:
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.
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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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:
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.
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:
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:
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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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:
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:
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:
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.
We have formal policies and procedures that address cybersecurity incident response and disaster recovery from interference with our critical applications.
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.
Although risks from cybersecurity threats have to date
31
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.
32
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 |
|
|
Acadia's |
|
|
Gross Leasable |
|
|
Economic |
|
|
Leased |
|
|
Annualized Base |
|
|
ABR/ Per |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
STREET AND URBAN RETAIL |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Chicago Metro |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Rush and Walton Streets |
|
Kith, Lululemon, Reformation, |
|
2011 |
|
|
|
100.0 |
% |
|
|
57,577 |
|
|
|
95.1 |
% |
|
|
95.1 |
% |
|
$ |
11,048,326 |
|
|
$ |
201.87 |
|
Clark Street and W. Diversey |
|
Starbucks, TJ Maxx, |
|
2011 |
|
|
|
100.0 |
% |
|
|
53,099 |
|
|
|
89.0 |
% |
|
|
89.0 |
% |
|
|
2,261,842 |
|
|
|
47.84 |
|
Halsted and Armitage |
|
Serena and Lily, Faherty, |
|
2011 |
|
|
|
100.0 |
% |
|
|
53,220 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
3,249,311 |
|
|
|
61.05 |
|
North Lincoln Park Chicago |
|
Guitar Center, Carhartt |
|
2011 |
|
|
|
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, |
|
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 |
|
Reiss, Vuori, Zimmermann, |
|
2011 |
|
|
|
100.0 |
% |
|
|
69,643 |
|
|
|
89.4 |
% |
|
|
96.3 |
% |
|
$ |
20,503,770 |
|
|
$ |
329.32 |
|
Flatiron and Union Square Collection |
|
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, |
|
1998 |
|
|
|
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 |
|
|
|
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, |
|
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 |
|
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 |
|
Ross Dress for Less |
|
2012 |
|
|
|
100.0 |
% |
|
|
57,667 |
|
|
|
93.5 |
% |
|
|
93.5 |
% |
|
|
1,957,308 |
|
|
|
36.30 |
|
M Street and Wisconsin Corridor |
|
Lululemon, Duxiana, Reformation, Glossier, Alo Yoga, Aritzia, Skims, J Crew, Google |
|
2011 |
|
|
|
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 |
|
Sprouts Market, |
|
2022 |
|
|
|
100.0 |
% |
|
|
84,652 |
|
|
|
83.7 |
% |
|
|
85.9 |
% |
|
$ |
2,642,593 |
|
|
|
37.30 |
|
33
Property (a) |
|
Key Tenants |
|
Year |
|
|
Acadia's |
|
|
Gross Leasable |
|
|
Economic |
|
|
Leased |
|
|
Annualized Base |
|
|
ABR/ Per |
|
|||||||
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, |
|
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 |
|
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, |
|
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, |
|
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, |
|
1998 |
|
|
|
100.0 |
% |
|
|
235,926 |
|
|
|
82.8 |
% |
|
|
84.3 |
% |
|
|
2,959,547 |
|
|
|
15.15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Michigan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Bloomfield Town Square |
|
HomeGoods, TJ Maxx, |
|
1998 |
|
|
|
100.0 |
% |
|
|
234,951 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
4,423,656 |
|
|
|
18.83 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Delaware |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Town Center and Other |
|
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 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
34
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 |
|
Acadia's |
|
|
Gross Leasable |
|
|
Economic |
|
|
Leased |
|
|
Annualized Base |
|
|
ABR/Per |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Fund II Portfolio Detail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
New York |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
City Point (b) |
|
Primark, Target, Sephora, |
|
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, |
|
2015 |
|
|
20.8 |
% |
|
|
160,448 |
|
|
|
85.3 |
% |
|
|
85.3 |
% |
|
|
2,092,896 |
|
|
|
15.28 |
|
Georgia |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Broughton Street Portfolio |
|
H&M, Warby Parker, |
|
2014 |
|
|
23.1 |
% |
|
|
94,693 |
|
|
|
93.3 |
% |
|
|
93.3 |
% |
|
|
3,492,656 |
|
|
|
39.54 |
|
California |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Union and Fillmore |
|
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, |
|
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, |
|
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 |
|
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 |
|
Acadia's |
|
|
Gross Leasable |
|
|
Economic |
|
|
Leased |
|
|
Annualized Base |
|
|
ABR/Per |
|
||||||
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, |
|
2019 |
|
|
20.1 |
% |
|
|
383,236 |
|
|
|
97.4 |
% |
|
|
97.4 |
% |
|
|
8,054,369 |
|
|
|
21.58 |
|
Florida |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Palm Coast Landing |
|
TJ Maxx, PetSmart, |
|
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, |
|
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, |
|
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, |
|
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 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
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 |
|
||||||||
Retail Tenant |
|
Number of |
|
|
Total GLA |
|
|
Annualized |
|
|
Total |
|
|
Annualized |
|
|||||
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 |
% |
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 |
|
|
Square |
|
|
Percentage |
|
|
Current |
|
|
Percentage |
|
|||||
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 |
|
|
Square |
|
|
Percentage |
|
|
Current |
|
|
Percentage |
|
|||||
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 |
% |
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 |
|
|||||||||
Region |
|
GLA (a) |
|
|
% Occupied (b) |
|
|
Annualized |
|
|
Annualized Base |
|
|
GLA |
|
|
Annualized |
|
||||||
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 |
% |
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 |
|
|
Weighted-average |
|
|
Number of |
|
|||
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.
43
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 |
|
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).
44
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 |
|
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.
45
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).
46
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 |
|
48
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- |
|
||
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 |
|
49
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 |
|
|
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 |
|
$ |
162,885 |
|
|
$ |
130,172 |
|
|
$ |
132,231 |
|
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).
50
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:
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.
51
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).
52
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.
53
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 |
|
|
Pro-rata Share of |
|
|
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 |
|
|
|
|
|
|
||
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.
54
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.
55
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 |
|
|
Maturities |
|
|
Total |
|
|
Weighted Average |
|
||||
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 |
|
|
Maturities |
|
|
Total |
|
|
Weighted Average |
|
||||
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 |
|
|
Maturities |
|
|
Total |
|
|
Weighted Average |
|
||||
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 |
|
|
|
|
|
56
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.
57
ITEM 8. FINANCIAL STATEMENTS.
ACADIA REALTY TRUST AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
|
|
Page |
|
|
|
Financial Statements: |
|
|
Report of Independent Registered Public Accounting Firm ( |
|
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 |
58
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:
/s/ Deloitte & Touche LLP
February 13, 2026
We have served as the Company’s auditor since 2023.
60
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 |
|
$ |
|
|
$ |
|
||
Real estate under development |
|
|
|
|
|
|
||
Net investments in real estate |
|
|
|
|
|
|
||
Notes receivable, net ($ |
|
|
|
|
|
|
||
Investments in and advances to unconsolidated affiliates |
|
|
|
|
|
|
||
Other assets, net |
|
|
|
|
|
|
||
Right-of-use assets - operating leases, net |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
|
|
|
|
|
||
Restricted cash |
|
|
|
|
|
|
||
Marketable securities |
|
|
|
|
|
|
||
Rents receivable, net |
|
|
|
|
|
|
||
Total assets (b) |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY |
|
|
|
|
|
|
||
Liabilities: |
|
|
|
|
|
|
||
Mortgage and other notes payable, net |
|
$ |
|
|
$ |
|
||
Unsecured notes payable, net |
|
|
|
|
|
|
||
Unsecured line of credit |
|
|
|
|
|
|
||
Accounts payable and other liabilities |
|
|
|
|
|
|
||
Lease liabilities - operating leases |
|
|
|
|
|
|
||
Dividends and distributions payable |
|
|
|
|
|
|
||
Distributions in excess of income from, and investments in, unconsolidated affiliates |
|
|
|
|
|
|
||
Total liabilities (b) |
|
|
|
|
|
|
||
|
|
|
|
|
|
|||
Redeemable noncontrolling interests (Note 10) |
|
|
|
|
|
|
||
Equity: |
|
|
|
|
|
|
||
Acadia Shareholders' Equity |
|
|
|
|
|
|
||
Common shares, $ |
|
|
|
|
|
|
||
Additional paid-in capital |
|
|
|
|
|
|
||
Accumulated other comprehensive income |
|
|
|
|
|
|
||
Distributions in excess of accumulated earnings |
|
|
( |
) |
|
|
( |
) |
Total Acadia shareholders’ equity |
|
|
|
|
|
|
||
Noncontrolling interests |
|
|
|
|
|
|
||
Total equity |
|
|
|
|
|
|
||
Total liabilities, redeemable noncontrolling interests, and equity |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these consolidated financial statements.
61
ACADIA REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
Year Ended December 31, |
|
|||||||||
(in thousands except per share amounts) |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Revenues |
|
|
|
|
|
|
|
|
|
|||
Rental |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Other |
|
|
|
|
|
|
|
|
|
|||
Total revenues |
|
|
|
|
|
|
|
|
|
|||
Expenses |
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|||
General and administrative |
|
|
|
|
|
|
|
|
|
|||
Real estate taxes |
|
|
|
|
|
|
|
|
|
|||
Property operating |
|
|
|
|
|
|
|
|
|
|||
Impairment charges |
|
|
|
|
|
|
|
|
|
|||
Total expenses |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Gain (loss) on disposition of properties |
|
|
|
|
|
( |
) |
|
|
|
||
Operating income |
|
|
|
|
|
|
|
|
|
|||
Equity in (losses) earnings of unconsolidated affiliates |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Interest income (a) |
|
|
|
|
|
|
|
|
|
|||
Realized and unrealized holding (losses) gains on investments and other |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Interest expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Loss on change in control |
|
|
( |
) |
|
|
|
|
|
|
||
(Loss) income from continuing operations before income taxes |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Income tax provision |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net (loss) income |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Net loss attributable to redeemable noncontrolling interests |
|
|
|
|
|
|
|
|
|
|||
Net loss attributable to noncontrolling interests |
|
|
|
|
|
|
|
|
|
|||
Net income attributable to Acadia shareholders |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Basic earnings per share |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Diluted earnings per share |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Weighted average shares for basic earnings per share |
|
|
|
|
|
|
|
|
|
|||
Weighted average shares for diluted earnings per share |
|
|
|
|
|
|
|
|
|
|||
The accompanying notes are an integral part of these consolidated financial statements.
62
ACADIA REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
|
|
Year Ended December 31, |
|
|||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Net (loss) income |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
Other comprehensive (loss) income: |
|
|
|
|
|
|
|
|
|
|||
Unrealized (loss) gain on valuation of swap agreements |
|
|
( |
) |
|
|
|
|
|
|
||
Reclassification of realized interest on swap agreements |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other comprehensive (loss) income |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Comprehensive (loss) income |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Comprehensive loss attributable to redeemable noncontrolling interests |
|
|
|
|
|
|
|
|
|
|||
Comprehensive loss attributable to noncontrolling interests |
|
|
|
|
|
|
|
|
|
|||
Comprehensive (loss) income attributable to Acadia shareholders |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these consolidated financial statements.
63
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 |
|
|
Share |
|
|
Additional |
|
|
Accumulated |
|
|
Distributions |
|
|
Total |
|
|
Noncontrolling |
|
|
Total |
|
|
Redeemable Noncontrolling Interest |
|
|||||||||
Balance at January 1, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
Issuance of Common Shares, net |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|||||
Conversion of OP Units to Common Shares by limited partners of the Operating Partnership |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|||
Dividends/distributions declared ($ |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
Consolidation of previously unconsolidated investment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
||
Adjustment of redeemable non-controlling interest to estimated redemption value (Note 10) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
|
|
Acquisition of noncontrolling interest (Note 10) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
City Point Loan accrued interest (Note 10) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Employee and trustee stock compensation, net |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|||||
Noncontrolling interest distributions |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Noncontrolling interest contributions |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||
Comprehensive (loss) income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Reallocation of noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
— |
|
|
Balance at December 31, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at January 1, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
Issuance of Common Shares, net |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|||||
Conversion of OP Units to Common Shares by limited partners of the Operating Partnership |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
||||
Dividends/distributions declared ( |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
City Point Loan accrued interest |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Employee and trustee stock compensation, net |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|||||
Noncontrolling interest distributions |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Noncontrolling interest contributions |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
||
Comprehensive (loss) income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||
Reallocation of noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
||
Balance at December 31, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
64
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 |
|
|
Share |
|
|
Additional |
|
|
Accumulated |
|
|
Distributions |
|
|
Total |
|
|
Noncontrolling |
|
|
Total |
|
|
Redeemable Noncontrolling Interest |
|
|||||||||
Balance at January 1, 2023 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
Conversion of OP Units to Common Shares by limited partners of the Operating Partnership |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|||
Dividends/distributions declared ( |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
City Point Loan |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
City Point Loan accrued interest |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Employee and trustee stock compensation, net |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|||||
Noncontrolling interest distributions |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Noncontrolling interest contributions |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||
Comprehensive income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
||
Reallocation of noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
||
Balance at December 31, 2023 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
The accompanying notes are an integral part of these consolidated financial statements.
65
ACADIA REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
Year Ended December 31, |
|
|||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|||
Net (loss) income |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|||
(Gain) loss on disposition of properties and other investments |
|
|
( |
) |
|
|
|
|
|
|
||
Net unrealized holding losses (gains) on investments |
|
|
|
|
|
|
|
|
( |
) |
||
Stock compensation expense |
|
|
|
|
|
|
|
|
|
|||
Straight-line rents |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Equity in losses (earnings) of unconsolidated affiliates |
|
|
|
|
|
( |
) |
|
|
|
||
Distributions of operating income from unconsolidated affiliates |
|
|
|
|
|
|
|
|
|
|||
Amortization of financing costs |
|
|
|
|
|
|
|
|
|
|||
Non-cash lease expense |
|
|
|
|
|
|
|
|
|
|||
Adjustments to allowance for credit loss |
|
|
|
|
|
|
|
|
( |
) |
||
Acceleration of below market lease |
|
|
|
|
|
|
|
|
( |
) |
||
Loss on change in control |
|
|
|
|
|
|
|
|
|
|||
Impairment charges |
|
|
|
|
|
|
|
|
|
|||
Other, net |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
|
|||
Rents receivable |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Other liabilities |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Accounts payable and accrued expenses |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Prepaid expenses and other assets |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Lease liabilities - operating leases |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net cash provided by operating activities |
|
|
|
|
|
|
|
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|||
Acquisitions of properties |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Proceeds from the disposition of properties and other investments, net |
|
|
|
|
|
|
|
|
|
|||
Investments in unconsolidated affiliates |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Development, construction and property improvement costs |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Refund (payment) for properties under purchase contract |
|
|
|
|
|
( |
) |
|
|
|
||
Deposits for properties under sales contract |
|
|
|
|
|
|
|
|
|
|||
Increase in cash upon change of control |
|
|
|
|
|
|
|
|
|
|||
Return of capital from unconsolidated affiliates |
|
|
|
|
|
|
|
|
|
|||
Payment of deferred leasing costs |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Proceeds from sale of marketable securities |
|
|
|
|
|
|
|
|
|
|||
Proceeds from repayment of note receivable |
|
|
|
|
|
|
|
|
|
|||
Issuance of note receivable |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|||
Proceeds from unsecured notes payable and line of credit |
|
|
|
|
|
|
|
|
|
|||
Principal payments on unsecured debt |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Proceeds from issuances of Common Shares |
|
|
|
|
|
|
|
|
|
|||
Capital contributions from noncontrolling interests |
|
|
|
|
|
|
|
|
|
|||
Principal payments on mortgages payable |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Proceeds received from mortgages payable |
|
|
|
|
|
|
|
|
|
|||
Distributions to noncontrolling interests |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Dividends paid to Common Shareholders |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Payment of deferred financing and other costs |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Acquisition of noncontrolling interest |
|
|
( |
) |
|
|
|
|
|
|
||
Payments of finance lease obligations |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net cash provided by financing activities |
|
|
|
|
|
|
|
|
|
|||
Increase (decrease) in cash and restricted cash |
|
|
|
|
|
|
|
|
( |
) |
||
Cash of $ |
|
|
|
|
|
|
|
|
|
|||
Cash of $ |
|
$ |
|
|
$ |
|
|
$ |
|
|||
66
ACADIA REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued
|
|
Year Ended December 31, |
|
|||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Supplemental disclosure of cash flow information |
|
|
|
|
|
|
|
|
|
|||
Cash paid during the period for interest, net of capitalized interest of $ |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Cash paid for income taxes, net of refunds |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Supplemental disclosure of non-cash investing and financing activities |
|
|
|
|
|
|
|
|
|
|||
Dividends/Distributions declared and payable |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Assumption of accounts payable and accrued expenses through acquisition of real estate |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Disposition of 146 Geary Street upon deed-in-lieu of foreclosure |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Extinguishment of the obligations under the mortgage loan for 146 Geary Street upon deed-in-lieu of foreclosure |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
Issuance of note receivable used as capital contributions from redeemable noncontrolling interests |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Conversion of Common and Preferred OP Units to Common Shares |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Accrued interest on note receivable recorded to redeemable noncontrolling interest |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Recognition of non-refundable deposit upon expiration of sale agreement |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Distributions to noncontrolling interests of marketable securities |
|
$ |
|
|
|
|
|
$ |
|
|||
Property contributed to an unconsolidated affiliate |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Adjustment of redeemable non-controlling interest to estimated redemption value |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Accrued development, construction and property improvement costs included in Accounts payable and other liabilities |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Note receivable and accrued interest exchanged for redeemable noncontrolling interest |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Reclassification of investment in unconsolidated affiliate to marketable securities |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Increase (decrease) in assets and liabilities resulting from the consolidation of previously unconsolidated investment: |
|
|
|
|
|
|
|
|
|
|||
Operating real estate |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Mortgage and other notes payable |
|
|
|
|
|
|
|
|
|
|||
Investments in and advances to unconsolidated affiliates |
|
|
( |
) |
|
|
|
|
|
|
||
Rents receivable and other assets |
|
|
|
|
|
|
|
|
|
|||
Accounts payable and other liabilities |
|
|
|
|
|
|
|
|
|
|||
Noncontrolling interests |
|
|
|
|
|
|
|
|
|
|||
The accompanying notes are an integral part of these consolidated financial statements.
67
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Organization, Basis of Presentation and Summary of Significant Accounting Policies
Organization
Acadia Realty Trust, (the “Trust”, collectively with its consolidated subsidiaries, the “Company”), a Maryland real estate investment trust (“REIT”), is a fully-integrated equity real estate investment trust focused on the ownership, acquisition, development, and management of retail properties located primarily in high-barrier-to-entry, supply-constrained, densely populated metropolitan areas in the United States.
All of the Company’s assets are held by, and its operations are conducted through, Acadia Realty Limited Partnership (the “Operating Partnership”) and entities in which the Operating Partnership owns an interest. At December 31, 2025 and 2024, the Trust controlled approximately
The limited partners primarily consist of entities or individuals that contributed interests in certain properties or entities to the Operating Partnership in exchange for common or preferred units of limited partnership interest (“Common OP Units” or “Preferred OP Units”) as well as employees who have been granted restricted Common OP Units (“LTIP Units”) as long-term incentive compensation (Note 13). Limited partners holding Common OP and LTIP Units generally have the right to exchange their units on a
The Company owns and operates a high-quality core real estate portfolio, primarily comprised of open-air street retail assets in the nation’s most dynamic retail corridors (“REIT Portfolio”). This portfolio is complemented by an investment management platform that leverages institutional capital relationships to pursue opportunistic, high-yield, and/or value-add investments (“Investment Management”). As of December 31, 2025, the Company held ownership interests in
The Company also held ownership interests in
The Operating Partnership serves as the sole general partner or managing member of the Funds and earns fees or priority distributions for asset management, property management, construction, development, leasing, and legal services. Cash flows from the Funds are distributed pro-rata to partners and members (including the Operating Partnership) until each receives a cumulative preferred return (“Preferred Return”) and full return of capital. Thereafter, remaining cash flows are distributed
The following table summarizes the general terms and Operating Partnership’s equity interests in the Funds (dollars in millions):
Entity |
|
Formation |
|
Operating |
|
|
Capital Called |
|
|
Unfunded |
|
|
Equity Interest |
|
|
Preferred |
|
|
Total |
|
||||||
Fund II (c) |
|
6/2004 |
|
|
% |
|
$ |
|
|
$ |
|
|
|
% |
|
|
% |
|
$ |
|
||||||
Fund III |
|
5/2007 |
|
|
% |
|
|
|
|
|
|
|
|
% |
|
|
% |
|
|
|
||||||
Fund IV |
|
5/2012 |
|
|
% |
|
|
|
|
|
|
|
|
% |
|
|
% |
|
|
|
||||||
Fund V |
|
8/2016 |
|
|
% |
|
|
|
|
|
|
|
|
% |
|
|
% |
|
|
|
||||||
68
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
million (Note 10) increasing its ownership in Fund II from
Also, within Investment Management, we hold equity method investments in three unconsolidated co-investment vehicles with large institutional investors. Our equity ownership interests range from
The
centers.
Basis of Presentation
Principles of Consolidation
The consolidated financial statements include the consolidated accounts of the Company and its investments in partnerships and limited liability companies in which the Company has control, including where the Company has been determined to be a primary beneficiary of a VIE, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810 “Consolidation” (“ASC Topic 810”). The ownership interests of other investors in these entities are recorded as noncontrolling interests. All significant intercompany balances and transactions have been eliminated in consolidation. Investments in entities for which the Company has the ability to exercise significant influence over, but does not have financial or operating control and does not consolidate, are accounted for using the equity method of accounting. Accordingly, the Company’s share of the earnings (or losses) of these entities are included in Equity in (losses) earnings of unconsolidated affiliates in the Consolidated Statement of Operations.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. The most significant assumptions and estimates include those related to the valuation of real estate, depreciable lives, revenue recognition and the collectability of notes receivable and rents receivable. Application of these estimates and assumptions requires the exercise of judgment as to future uncertainties and, as a result, actual results could differ from these estimates.
Segments
During the third quarter of 2025, the Company renamed its historical Core Portfolio segment as the REIT Portfolio segment. No prior period information was recast and the designation change did not impact the Company’s consolidated financial statements.
We define our reportable segments based on the manner in which our chief operating decision maker makes key operating decisions, evaluates financial performance, allocates resources and manages our business. This approach aligns with our internal reporting structure and reflects the economic characteristics and nature of our operations. Accordingly, we have identified three reportable operating segments: REIT Portfolio, Investment Management and Structured Financing. Refer to Note 12.
Summary of Significant Accounting Policies
Real Estate
Land, buildings, and personal property are carried at cost less accumulated depreciation. Improvements and significant renovations that extend the useful life of the properties are capitalized, while replacements, maintenance, and repairs that do not improve or extend the lives of the respective assets are expensed as incurred. Real estate under development includes costs for significant property expansion and development.
69
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Construction in progress pertains to construction activity or redevelopment at the Company’s operating properties that are in service and continue to operate during the construction period.
Depreciation is computed on the straight-line basis over estimated useful lives of the assets as follows:
Buildings and improvements |
Useful lives of |
Furniture and fixtures |
Useful lives, ranging from |
Tenant improvements |
Shorter of economic life or lease terms |
If the Company funds tenant improvements and the improvements are deemed to be owned by the Company, revenue recognition will commence when the improvements are substantially completed, and possession or control of the space is turned over to the tenant. If the Company determines that the tenant allowances are lease incentives, the Company commences revenue recognition when possession or control of the space is turned over to the tenant for tenant work to begin. The lease incentive is recorded as a deferred expense and amortized as a reduction of revenue on a straight-line basis over the respective lease term.
Purchase Accounting – Upon acquisitions of real estate, the Company assesses the fair value of acquired assets and assumed liabilities (including land, buildings and improvements, and identified intangibles such as above- and below-market leases and acquired in-place leases) in accordance with ASC Topic 805, “Business Combinations” and ASC Topic 350 “Intangibles – Goodwill and Other,” and allocates the acquisition price based on their relative fair values. When acquisitions of properties do not meet the criteria for business combinations, they are accounted for as asset acquisitions; therefore,
The Company assesses the fair value of its tangible assets acquired and liabilities assumed based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information at the measurement period. Estimates of future cash flows are based on a number of factors including the historical operating results, known trends, and market/economic conditions that may affect the property.
In determining the value of above- and below-market leases, the Company estimates the present value difference between contractual rent obligations and estimated market rate of leases at the time of the transaction. To the extent there were fixed-rate options at below-market rental rates, the Company included these periods along with the current term below-market rent in arriving at the fair value of the acquired leases. The discounted difference between contract and market rents is being amortized to rental revenue over the remaining applicable lease term, inclusive of any option periods.
In determining the value of acquired in-place leases, the Company considers market conditions at the time of the transaction and values the costs to execute similar leases during the expected lease-up period from vacancy to existing occupancy, including carrying costs. The value assigned to in-place leases and tenant relationships is amortized to depreciation and amortization expense over the estimated remaining term of the leases. If a lease were to be terminated prior to its scheduled expiration, all unamortized costs (e.g., lease intangibles) relating to that lease would be written off.
The Company estimates the value of any assumption of property mortgage debt based on market conditions at the time of acquisitions including prevailing interest rates, terms, and ability to obtain financing for a similar asset. Property mortgage debt discounts or premiums are included in the carrying value of the debt and amortized into interest expense over the remaining term of the related debt instrument.
Real Estate Under Development – The Company capitalizes certain costs related to the development of real estate. Interest and real estate taxes incurred during the period of the construction, expansion or development of real estate are capitalized and depreciated over the estimated useful life of the building. The Company will cease the capitalization of these costs when construction activities are substantially completed and the property is available for occupancy by tenants, but no later than one year from the completion of major construction activity, at which time the project is placed in service and depreciation commences. If the Company suspends substantially all activities related to the development of a qualifying asset, the Company will cease capitalization of interest and taxes until activities are resumed.
70
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Real Estate Impairment – The Company reviews its real estate, real estate under development and right-of-use assets for impairment periodically or when there is an event or a change in circumstances that indicates that the carrying amount may not be recoverable. In cases where the Company does not expect to recover its carrying amounts on properties held for use, the Company reduces its carrying amounts to fair value. The determination of anticipated undiscounted cash flows considers the most likely expected course of action at the evaluation date based on current plans, intended holding periods and available market information. 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 as of the balance sheet date. Such cash flow projections consider factors such as expected future operating income, trends, and prospects, as well as the effects of demand, competition, and other factors. If an impairment is indicated, an impairment loss is recognized based on the excess of the carrying amount of the asset over its estimated fair value based on third-party appraisals, broker selling estimates, sale agreements under negotiation, and/or final selling prices, when available. The determination of anticipated undiscounted cash flows is inherently subjective, requiring significant estimates to be made by management such as market rental rates and capitalization rates, and considers the most likely expected course of action at the balance sheet date based on current plans and available market information. See Note 8 for information about impairment charges recorded during the periods presented.
Dispositions of Real Estate – The Company recognizes property sales in accordance with ASC Topic 610-20, Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets. Sales of real estate include the sale of investments in real estate properties and real estate joint ventures. Gains on the sale of investment in real estate are recognized, and the related real estate derecognized, when the Company has satisfied its performance obligations by transferring control of the property. Typically, the timing of payment and satisfaction of performance obligations occur simultaneously on the disposition date.
Real Estate Held for Sale – The Company generally considers assets to be held for sale when certain criteria have been met, and management believes it is probable that the disposition will occur within one year. Properties are held for sale for a period longer than one year if events or circumstances out of the Company’s control occur that delay the sale and while management continues to be committed to the plan of sale and is performing actions necessary to respond to the conditions causing the delay the properties held for sale remain salable in their current condition. Assets that are classified as held for sale are recorded at the lower of their carrying amount or fair value, less cost to sell, and depreciation and amortization are no longer recognized. Held for sale properties are evaluated quarterly to ensure that properties continue to meet the held for sale criteria. If properties are required to be reclassified from held for sale to held for use due to changes to a plan of sale, they are recorded at the lower of fair value or the carrying amount before the property was classified as held for sale, adjusted for any depreciation and amortization expense that would have been recognized had the property been continuously classified as held and used. Properties that do not meet the held for sale criteria are accounted for as operating properties.
Notes Receivable
Notes receivable include certain loans that are held for investment and are collateralized by real estate-related investments and may be subordinate to other senior loans. Notes receivable are reported net of an allowance for current expected credit losses (“CECL”) and are recorded at stated principal amounts or at initial investment less accretive yield for loans purchased at a discount, which is accreted over the life of the note. The Company defers loan origination and commitment fees, net of origination costs, and amortizes them over the term of the related loan. Changes in cash flows from previous estimates are included in future interest income on a prospective basis and a new effective interest rate is computed based on the current cost basis of the instrument and remaining cash flows. Earnings from these notes and mortgages receivable are reported within the Company’s Structured Financing segment (Note 12). Interest receivable is included in Other assets (Note 5).
The Company monitors the credit quality of its notes receivable on an ongoing basis and considers indicators of credit quality such as loan payment activity, the estimated fair value of the underlying collateral, the seniority of the Company’s loan in relation to other debt secured by the collateral and the prospects of the borrower. Given the small number of notes outstanding, the Company believes the characteristics of its notes are not sufficiently similar to allow an evaluation as a group for CECL allowance. As such, all of the Company’s notes are evaluated individually for this purpose. The Company evaluates the collectability of both principal and interest based upon an assessment of the underlying collateral value to determine whether the note is impaired. Allowance for CECL represents management’s estimate of future losses based on national historical economic loss rates for similar obligations, management’s estimate of future economic impacts and factors specific to the borrower. Impairment charges may be required if and when such amounts are estimated to be nonrecoverable upon a realization event, which is generally at the time a loan is repaid, or in the case of foreclosure, when the underlying asset is sold; however, non-recoverability may also be concluded if it is reasonably certain that all amounts due will not be collected.
Pursuant to ASC 326, certain of the Company’s loans are considered “collateral dependent” in that settlement of the amount is likely to be achieved by obtaining access to the collateral (e.g., notes in default). The same valuation techniques are used to value the collateral for such collateral dependent instruments as those used to determine the fair value of real estate investments for impairment purposes.
71
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Interest income on performing notes is accrued as earned. The Company assesses the probability of a borrower’s ability to repay the loan similar to the factors noted above. We consider a loan to be past due when amounts contractually due have not been paid. Loans are placed on a non-accrual status at the earlier of the date at which payments become 90 days past due or when, in the opinion of management, a full recovery of interest income becomes doubtful. Interest income recognition is resumed on any loan that is on non-accrual status when such loan becomes contractually current and performance is demonstrated to be resumed.
Allowance for Credit Losses
The Company’s estimated allowance for CECL related to its Structured Financing segment (including unfunded commitments and guarantees) has been computed for its amortized cost basis in the portfolio, including accrued interest (Note 5), factoring in the Company’s historical results and loss experience in the United States for similar loans, as adjusted for current conditions, as well as the Company’s expectations related to future economic conditions. If the Company has determined that a loan or a portion of a loan is uncollectible, it will write-off the loan through an adjustment to its CECL allowance based on the net present value of expected future cash flows or the fair value of the collateral less costs to sell, if repayment is expected from the sale of the collateral. The write-offs are recorded in the period in which the loan balance is deemed uncollectible based on management’s judgment. The Company records the CECL allowance related to its City Point Loan (Note 10) as a reduction to redeemable noncontrolling interest.
Investments in and Advances to Unconsolidated Joint Ventures
Some of the Company’s unconsolidated joint ventures obtain non-recourse third-party financing on their property investments, contractually limiting the Company’s exposure to losses. The Company recognizes income for distributions in excess of its investment where there is no recourse to the Company and no intention or obligation to contribute additional capital. For investments in which there is recourse to the Company or an obligation or intention to contribute additional capital exists, distributions in excess of the investment are recorded as a liability.
When characterizing distributions from unconsolidated investees within the Company’s consolidated statements of cash flows, all distributions received are first applied as returns on investment to the extent there are cumulative earnings related to the respective investment and are classified as cash inflows from operating activities. If cumulative distributions are in excess of cumulative earnings, distributions are considered return of investment. In such cases, the distribution is classified as cash inflows from investing activities.
To the extent that the Company’s carrying basis in an unconsolidated affiliate is different from the basis reflected at the joint venture level, the basis difference is amortized over the life of the related assets and included in the Company’s share of equity in (losses) earnings of unconsolidated affiliates.
The Company periodically reviews its investments in unconsolidated joint ventures for other-than-temporary losses in investment value. An impairment loss is recorded when there is a decline in the fair value of an investment below its carrying value and we conclude that the decline is other-than-temporary during our intended holding period. An impairment loss is measured based on the excess of the carrying amount of an investment over its estimated fair value. Impairment analyses are based on information available at the time the analyses are prepared. Estimates of future cash flows are subjective and are based, in part, on assumptions regarding future rental revenues, operating expenses, capital expenditures, discount rates and capitalization rates which could differ materially from actual results.
Fair Value Measurements
The Company follows the guidance in the FASB ASC Topic 820, Fair Value Measurements and Disclosures (“Topic 820”), to determine the fair value of financial and non-financial instruments. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as considering counterparty credit risk. The fair value of an asset is defined as the exit price, which is the amount that would either be received when an asset is sold or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance establishes a three-tier fair value hierarchy based on the inputs used in measuring fair value:
Level 1 - quoted market prices for identical instruments are available in active markets, such as money market funds, equity securities, and U.S. Treasury securities;
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the instrument, such as certain derivative instruments including interest rate caps and interest rate swaps;
72
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Level 3 - Financial instruments or other assets/liabilities that do not fall into Level 1 or Level 2 and for which little or no market data exists, therefore requiring the Company to develop its own assumptions. For significant Level 3 items, the Company has also provided the unobservable inputs.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed the limits insured by the Federal Deposit Insurance Corporation.
Restricted Cash
Restricted cash consists principally of cash held for real estate taxes, construction costs, property maintenance, insurance, minimum occupancy, and property operating income requirements at specific properties as required by certain loan agreements.
Marketable Equity Securities
The Company classifies its marketable equity securities as available-for-sale in accordance with the FASB’s Investments-Debt and Equity Securities guidance. In accordance with ASC Topic 825 Financial Instruments: the Company recognizes changes in the fair value of equity investments with readily determinable fair values in Realized and unrealized holding (losses) gains on investments and other on the Company’s Consolidated Statements of Operations.
Deferred Costs
Derivative Instruments and Hedging Activities
The Company measures derivative instruments at fair value and records them as assets or liabilities, depending on its rights or obligations under the applicable derivative contract. Derivatives that are not designated as hedges must be adjusted to fair value through earnings. For a derivative designated and that qualified as a cash flow hedge, the effective portion of the change in fair value of the derivative is recognized in Accumulated other comprehensive income on the Consolidated Balance Sheets until the hedged item is recognized in earnings. The ineffective portion of a derivative’s change in fair value is immediately recognized in earnings. The Company accounts for its share of cash flow hedges from non-consolidated entities as part of Investment in and advances to unconsolidated affiliates and Accumulated other comprehensive income on the Consolidated Balance Sheets.
73
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Noncontrolling Interests
Variable Interest Entities
The Company consolidates a VIE in which it is considered the primary beneficiary. The primary beneficiary is the entity that has (i) the power to direct the activities that most significantly impact the entity’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. The Company assesses the accounting treatment and determines whether it is the primary beneficiary of a VIE at the time it becomes involved with a VIE and reconsiders that conclusion on an ongoing basis when certain events occur. In determining whether the Company is the primary beneficiary, it evaluates its control rights as well as economic interests in the entity held either directly or indirectly by the Company. Each entity is assessed on an individual basis to determine the rights provided to each party and whether those rights are protective or participating. For all VIEs, the Company reviews such agreements in order to determine which party has the power to direct the activities that most significantly impact the entity’s economic performance.
Revenue Recognition
Rental Revenue - The Company recognizes rental revenue from fixed and variable lease payments, as designated within tenant operating leases in accordance with ASC Topic 842, Leases (“ASC 842”), as further described below, as Rental revenue on the Consolidated Statement of Operations. We evaluate the collectability of amounts due from tenants and disputed enforceable charges on a lease-by-lease basis, which result from the inability of tenants to make required payments under their operating lease agreements. We recognize changes in the collectability assessment of these operating leases as adjustments to rental revenue in accordance with ASC 842.
Other Revenue - The Company recognizes other categories of revenue such as parking and storage, as well as management, leasing, legal, development and construction fees charged to our unconsolidated affiliates.
74
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Leases
Pursuant to ASC 842, the Company does not separate the non-lease components, such as common area maintenance, from its leases. In addition, the Company accounts for those taxes that it pays on behalf of the tenant as reimbursable costs and does not account for those taxes paid directly by the tenant. Minimum rents from tenants are recognized using the straight-line method over the non-cancelable lease term of the respective leases, unless another systematic and rational basis is more representative of the pattern in which benefit is expected to be derived from the use of the underlying asset. At December 31, 2025 and 2024, unbilled rents receivable relating to the straight-lining of rents of $
Contractual rent increases of renewal options are often fixed at the initial lease agreement. In addition to fixed base rents, variable rental revenue is derived from certain leases that are dependent on percentage rents based upon the level of sales achieved by the tenant. Percentage rent is recognized in the period when the tenants’ sales breakpoint is met. In addition, variable rental revenue is derived from leases through reimbursement to the Company by our tenants for real estate taxes, insurance, and other property operating expenses. These reimbursements are recognized as revenue in the period the related expenses are incurred.
Right-of-use (“ROU”) assets are recorded for properties the Company leases from third parties, and represent our right to use an underlying asset for the lease term, and the corresponding lease liabilities represent our obligation to make lease payments arising from these leases. ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The initial measurement of a ROU asset may differ from the initial measurement of the lease liability due to initial direct costs, prepaid lease payments and lease incentives. Our leases often offer renewal options, which we assess against relevant economic factors to determine whether the Company is reasonably certain of exercising or not exercising the option. Lease payments associated with renewal periods, for which the Company has determined are reasonably certain of being exercised, are included in the measurement of the corresponding lease liability and the ROU asset.
For finance leases and operating leases, the discount rate applied to measure each ROU asset and lease liability is based on the incremental borrowing rate of the lease due to the rate implicit in the lease not being readily determinable. The Company initially considers the general economic environment and factors in various financing and asset specific secured borrowings so that the overall incremental borrowing rate is appropriate to the intended use of the lease. Certain expenses derived from these leases are variable and are not included in the measurement of the corresponding lease liability and ROU asset, but are recognized in the period in which the obligation for those payments is incurred. These variable lease payments consist of payments for real estate taxes and common area maintenance, which is dependent on projects and activities at each individual property under ground or building lease.
Right-of-use assets – finance leases are included in Operating real estate (Note 2) on the Consolidated Balance Sheets. Lease liabilities – finance leases are included in Accounts payable and other liabilities on the Consolidated Balance Sheets (Note 5). Operating lease cost comprises amortization of ROU assets for operating properties (related to ground rents) or amortization of ROU assets for office and corporate assets and is included in Property operating expense or General and administrative expense, respectively, on the Consolidated Statements of Operations. Finance lease cost comprises amortization of ROU assets for certain ground leases, which is included in Property operating expense, as well as interest on lease liabilities, which is included in Interest expense on the Consolidated Statements of Operations.
75
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Stock-Based Compensation
Stock-based compensation expense for all equity-classified stock-based compensation awards is based on the grant date fair value estimated in accordance with current accounting guidance for share-based payments. The Company recognizes these compensation costs for only those shares or units expected to vest on a straight-line or graded-vesting basis, as appropriate, over the requisite service period of the award. The Company records forfeitures during the period in which they occur by reversing all previously recorded stock compensation expense associated with the forfeited shares. Dividends declared on awards issued are recorded as cumulative distributions in excess of retained earnings on the Consolidated Balance Sheets. Accumulated dividends related to forfeited awards are reversed through compensation expense in the period the forfeiture occurs. The Company includes stock-based compensation within general and administrative expense on the Consolidated Statements of Operations.
Income Taxes
The Company has made an election to be taxed, and believes it qualifies, as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”). To maintain REIT status for federal income tax purposes, the Company is generally required to distribute at least
The Company is permitted to participate in certain activities and still maintain its qualification as a REIT, so long as these activities are conducted in entities that elect to be treated as taxable subsidiaries under the Code. As such, the Company is subject to federal and state income taxes on the income from these activities.
Although it may qualify for REIT status for federal income tax purposes, the Company is subject to state or local income or franchise taxes in certain jurisdictions in which some of its properties are located. In addition, taxable income from non-REIT activities managed through the Company’s Taxable REIT Subsidiary (“TRS”) is fully subject to federal, state and local income taxes.
The Company accounts for TRS income taxes under the liability method as required by ASC Topic 740, “Income Taxes.” Under the liability method, deferred income taxes are recognized for the temporary differences between the GAAP basis and tax basis of the TRS income, assets, and liabilities.
76
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Recent Accounting Pronouncements
In August 2023, the FASB issued Accounting Standards Update (“ASU”) ASU 2023-05, “Business Combinations - Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement” (“ASU 2023-05”). ASU 2023-05 addresses the accounting for contributions made to a joint venture, upon formation, in a joint venture’s separate financial statements. Prior to the amendment, the FASB did not provide specific authoritative guidance on the initial measurement of assets and liabilities assumed by a joint venture upon its formation. ASU 2023-05 requires a joint venture to recognize and initially measure its assets and liabilities at fair value (with exceptions to fair value measurement that are consistent with the business combinations guidance). ASU 2023-05 is effective for all joint venture formations with a formation date on or after January 1, 2025, with early adoption permitted. The adoption of this standard did not have a significant impact on the Company’s consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), to expand the disclosure requirements for income taxes, specifically related to the effective tax rate reconciliation and income taxes paid. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The adoption of this standard did not have a material impact on the Company’s income tax disclosures (Note 14).
In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”) which requires disaggregated disclosure of income statement expenses for public business entities (PBEs). Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. This guidance applies to all PBEs and is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company has elected not to early adopt and the requirements will be applied prospectively with the option for retrospective application. The Company is currently evaluating the expected impact of the adoption of ASU 2024-03 on disclosures within the Company’s consolidated financial statements.
In May 2025, the FASB issued ASU 2025-03, “Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the
Accounting Acquirer in the Acquisition of a Variable Interest Entity” (“ASU 2025-03”), which clarifies that when a business that is a variable
interest entity (VIE) is acquired primarily with equity interests, the determination of the accounting acquirer should follow ASC 805 rather than defaulting to the primary beneficiary under ASC 810. ASU 2025-03 is effective for fiscal years beginning after December 15, 2026, including
interim periods within those fiscal years. The Company has elected not to early adopt and the requirements will be applied prospectively with
the option for retrospective application. The Company is currently evaluating the expected impact of the adoption of ASU 2025-03 on the
consolidated financial statements.
In November 2025, the FASB issued ASU 2025-09, “Derivatives and Hedging (Topic 815): Hedge Accounting Improvements” (“ASU 2025-09”) that better aligns the hedge accounting model with risk management activities. ASU 2025-09 is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. The Company has elected not to early adopt and the requirements will be applied prospectively with the option for retrospective application. The Company is currently evaluating the expected impact of the adoption of ASU 2025-09 on the consolidated financial statements.
Any other recently issued accounting standards or pronouncements not disclosed above have been excluded as they are not relevant to the Company, or they are not expected to have a material impact on the consolidated financial statements.
77
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. Real Estate
The Company’s consolidated real estate is comprised of the following for the periods presented (in thousands):
|
|
December 31, |
|
|
December 31, |
|
||
Buildings and improvements |
|
$ |
|
|
$ |
|
||
Tenant improvements |
|
|
|
|
|
|
||
Land |
|
|
|
|
|
|
||
Construction in progress |
|
|
|
|
|
|
||
(Note 11) |
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
||
Less: Accumulated depreciation and amortization |
|
|
( |
) |
|
|
( |
) |
Operating real estate, net |
|
|
|
|
|
|
||
Real estate under development |
|
|
|
|
|
|
||
Net investments in real estate |
|
$ |
|
|
$ |
|
||
Acquisitions
During the years ended December 31, 2025 and 2024, the Company acquired the following retail properties and other retail investments (dollars in thousands):
Property and Location |
|
Percent |
|
Date of |
|
Purchase |
|
|
2025 Acquisitions |
|
|
|
|
|
|
|
|
REIT Portfolio |
|
|
|
|
|
|
|
|
106 Spring Street - New York, NY |
|
|
January 9, 2025 |
|
$ |
|
||
73 Wooster Street - New York, NY |
|
|
January 9, 2025 |
|
|
|
||
Renaissance Portfolio - Washington, D.C. (b) |
|
|
January 23, 2025 |
|
|
|
||
95, 97, and 107 North 6th Street - Brooklyn, NY |
|
|
April 9, 2025 |
|
|
|
||
85 5th Avenue - New York, NY |
|
|
April 11, 2025 |
|
|
|
||
70 and 93 North 6th Street - Brooklyn, NY |
|
|
June 4, 2025 |
|
|
|
||
2117 N. Henderson Avenue (Land Parcel) - Dallas, TX |
|
|
July 31, 2025 |
|
|
|
||
Subtotal REIT Portfolio |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Management |
|
|
|
|
|
|
|
|
Pinewood Square - Lake Worth, FL |
|
|
March 19, 2025 |
|
|
|
||
The Avenue at West Cobb - Marietta, GA |
|
|
September 30, 2025 |
|
|
|
||
Subtotal Investment Management |
|
|
|
|
|
|
|
|
Total 2025 Acquisitions |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
2024 Acquisitions |
|
|
|
|
|
|
|
|
REIT Portfolio |
|
|
|
|
|
|
|
|
Bleecker Street Portfolio (4 assets) - New York, NY |
|
|
September 19, 2024 |
|
$ |
|
||
1718 N. Henderson Ave (Land Parcel) - Dallas, TX |
|
|
September 19, 2024 |
|
|
|
||
123-129 N. 6th Street - Brooklyn, NY |
|
|
October 11, 2024 |
|
|
|
||
92-94 Greene Street - New York, NY |
|
|
October 17, 2024 |
|
|
|
||
109 N. 6th Street - Brooklyn, NY |
|
|
October 24, 2024 |
|
|
|
||
1834 N. Henderson Ave - Dallas, TX |
|
|
November 21, 2024 |
|
|
|
||
2107-2115 N. Henderson Ave (Land Parcel) - Dallas, TX |
|
|
November 25, 2024 |
|
|
|
||
Subtotal REIT Portfolio |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Management |
|
|
|
|
|
|
|
|
Walk at Highwoods Preserve - Tampa, FL (c) |
|
|
July 3, 2024 |
|
|
|
||
Total 2024 Acquisitions |
|
|
|
|
|
$ |
|
|
78
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Portfolio primarily located in Washington D.C. The
$
its
Company determined it should consolidate its investment within its REIT Portfolio effective January 23, 2025. As such, the Company measured and recognized
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 in its Consolidated Statements of Operations related to the remeasurement of its previously held equity interest.
Purchase Price Allocations
The purchase prices for the acquisitions (excluding any properties that were acquired in development) were allocated to the acquired assets and assumed liabilities based on their estimated relative fair values at the dates of acquisition.
|
|
Land |
|
|
Buildings and improvements |
|
|
Intangible assets |
|
|
Right-of-use asset |
|
|
Lease liability |
|
|
Intangible liabilities |
|
|
Debt fair value adjustment |
|
|
Total |
|
||||||||
106 Spring Street |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||||
73 Wooster St |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||||||
Renaissance Portfolio |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
||||||
Pinewood Square |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||||||
95, 97, and 107 North 6th Street |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||||||
85 5th Avenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
70 and 93 North 6th Street |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||||||
2117 N. Henderson Avenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
The Avenue at West Cobb |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||||||
2025 Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Bleecker Street Portfolio (4 assets) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||||
Walk at Highwoods Preserve |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||||||
123-129 N. 6th Street |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||||||
109 N. 6th Street |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||||||
92-94 Greene Street |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||||||
1834 N. Henderson Ave |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
2024 Total (a) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||||
The Company determines the fair value of the individual components of real estate asset acquisitions primarily through calculating the “as-if vacant” value of a building, using an income approach, which relies significantly upon internally determined assumptions. Assumed debt is recorded at its fair value based on estimated market interest rates at the date of acquisition. The Company has determined that these estimates primarily rely on Level 3 inputs, which are unobservable inputs based on our own assumptions.
|
|
2025 |
|
|
2024 |
|
||||||||
|
|
Low |
|
High |
|
|
Low |
|
High |
|
||||
Exit Capitalization Rate |
|
|
% |
|
% |
|
|
% |
|
% |
||||
Discount Rate |
|
|
% |
|
% |
|
|
% |
|
% |
||||
Annual net rental rate per square foot on acquired buildings |
|
$ |
|
$ |
|
|
$ |
|
$ |
|
||||
Interest rate on assumed debt |
|
|
% |
|
% |
|
|
|
|
|
||||
Annual net rental rate per square foot on acquired master lease |
|
$ |
|
$ |
|
|
$ |
|
$ |
|
||||
79
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The estimate of the portion of the “as-if vacant” value that is allocated to the land underlying the acquired real estate relies on Level 3 inputs and is primarily determined by reference to recent comparable transactions.
Dispositions
During the years ended December 31, 2025 and 2024, the Company disposed of the following retail properties (dollars in thousands):
Property and Location |
|
Owner |
|
Date Sold |
|
Sale Price |
|
|
Gain (Loss) |
|
||
2025 Dispositions |
|
|
|
|
|
|
|
|
|
|
||
Mad River - Dayton, OH (b) |
|
REIT |
|
|
$ |
|
|
$ |
|
|||
640 Broadway - New York, NY (c) |
|
IM (Fund III) |
|
|
|
|
|
|
|
|||
1035 Third Ave - New York, NY (c) |
|
IM (Fund IV) |
|
|
|
|
|
|
|
|||
Total 2025 Dispositions |
|
|
|
|
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
2024 Dispositions |
|
|
|
|
|
|
|
|
|
|
||
2208-2216 Fillmore Street - San Francisco, CA |
|
IM (Fund IV) |
|
|
$ |
|
|
$ |
|
|||
2207 Fillmore Street - San Francisco, CA |
|
IM (Fund IV) |
|
|
|
|
|
|
|
|||
Shops at Grand - Queens, NY (d) |
|
REIT |
|
|
|
|
|
|
( |
) |
||
Canton Marketplace (Outparcel) - Canton, GA |
|
IM (Fund V) |
|
|
|
|
|
|
|
|||
Walk at Highwoods Preserve - Tampa, FL (e) |
|
IM |
|
|
|
|
|
|
( |
) |
||
Total 2024 Dispositions |
|
|
|
|
|
$ |
|
|
$ |
|
||
80
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Properties Held for Sale
The Company did
Real Estate Under Development
Real estate under development represents the Company’s consolidated properties that have not yet been placed into service and are undergoing substantial development or construction.
Development activity for these properties during the periods presented is summarized below (dollars in thousands):
|
|
January 1, 2025 |
|
|
Year Ended December 31, 2025 |
|
|
December 31, 2025 |
|
|||||||||||||||||||
|
|
Number of |
|
|
Carrying |
|
|
Transfers In |
|
|
Capitalized |
|
|
Transfers Out |
|
|
Number of |
|
|
Carrying |
|
|||||||
REIT Portfolio (b, c) |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|||||||
IM (Fund III) (d) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
|||||||
|
|
January 1, 2024 |
|
|
Year Ended December 31, 2024 |
|
|
December 31, 2024 |
|
|||||||||||||||||||
|
|
Number of |
|
|
Carrying |
|
|
Transfers In |
|
|
Capitalized |
|
|
Transfers Out |
|
|
Number of |
|
|
Carrying |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
REIT (b, c) |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
|||||||
IM (Fund III) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
|||||||
The number of properties in the tables above refers to full-property development projects; however, certain projects represent only a portion of a property, and the capitalized costs and carrying value of these projects are included in the table above. As of December 31, 2025, consolidated development projects included
At December 31, 2024, development projects included
3. Notes Receivable, Net
Interest income from notes and mortgages receivable is reported within the Company’s Structured Financing segment (Note 12). Interest receivable is included in Other assets, net (Note 5).
|
|
December 31, |
|
|
December 31, |
|
|
December 31, 2025 |
||||||||
Description |
|
2025 |
|
|
2024 |
|
|
Number |
|
|
Maturity Date |
|
Interest Rate |
|||
Notes receivable |
|
$ |
|
|
$ |
|
|
|
|
|
|
|||||
Allowance for credit losses |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
Notes receivable, net |
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|||
81
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In April 2025, the Company modified a redeemable preferred equity investment in a property that is accounted for as a note receivable, with a principal balance of $
During the year ended December 31, 2025, the Company also extended the maturity date of one note receivable of $
During the year ended December 31, 2024, the Company:
The following table presents the activity in the allowance for credit losses for the years ended December 31, 2025 and 2024 (dollars in thousands):
|
|
Year Ended December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Allowance for credit losses as of beginning of periods |
|
$ |
|
|
$ |
|
||
Provision (recovery) of loan losses |
|
|
( |
) |
|
|
|
|
Total credit allowance |
|
$ |
|
|
$ |
|
||
As of December 31, 2025, the Company had
82
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. Investments in and Advances to Unconsolidated Affiliates
The Company accounts for its investments in and advances to unconsolidated affiliates primarily under the equity method of accounting.
|
|
|
|
Ownership Interest |
|
December 31, |
|
|
December 31, |
|
||
Portfolio |
|
Property |
|
December 31, 2025 |
|
2025 |
|
|
2024 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
REIT: |
|
Renaissance Portfolio (a) |
|
|
$ |
|
|
$ |
|
|||
|
|
Gotham Plaza |
|
|
|
|
|
|
|
|||
|
|
Georgetown Portfolio (b) |
|
|
|
|
|
|
|
|||
|
|
1238 Wisconsin Avenue (b, c) |
|
|
|
|
|
|
|
|||
|
|
840 N. Michigan Avenue (d, e) |
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||
Investment Management: |
|
|
|
|
|
|
|
|
|
|
||
Fund IV: (i) |
|
Fund IV Other Portfolio (j) |
|
|
|
|
|
|
|
|||
|
|
650 Bald Hill Road (k) |
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
Fund V: (i) |
|
Family Center at Riverdale (d) |
|
|
|
|
|
|
|
|||
|
|
Tri-City Plaza |
|
|
|
|
|
|
|
|||
|
|
Frederick County Acquisitions (f) |
|
|
|
|
|
|
|
|||
|
|
Wood Ridge Plaza |
|
|
|
|
|
|
|
|||
|
|
La Frontera Village |
|
|
|
|
|
|
|
|||
|
|
Shoppes at South Hills |
|
|
|
|
|
|
|
|||
|
|
Mohawk Commons |
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
Other: |
|
Shops at Grand |
|
|
|
|
|
|
|
|||
|
|
Walk at Highwoods Preserve |
|
|
|
|
|
|
|
|||
|
|
LINQ Promenade |
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
Various: |
|
Due from Related Parties |
|
|
|
|
|
|
|
|
||
|
|
Other (g) |
|
|
|
|
|
|
|
|
||
|
|
Investments in and advances to |
|
|
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
REIT: |
|
Crossroads (h) |
|
|
$ |
|
|
$ |
|
|||
|
|
Distributions in excess of income from, |
|
|
|
$ |
|
|
$ |
|
||
83
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
During the year ended December 31, 2025, the Company:
During the year ended December 31, 2024, the Company:
84
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In December 2023, an unconsolidated venture that holds an interest in a property on North Michigan Avenue modified its $
Fees earned from and paid to Unconsolidated Affiliates
The Company earned fees for asset management, property management, construction, development, legal and leasing fees from its investments in unconsolidated affiliates totaling $
In addition, the Company’s unconsolidated joint ventures paid fees to the Company’s unaffiliated joint venture partners of $
85
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Summarized Financial Information of Unconsolidated Affiliates
The following Combined and Condensed Balance Sheets and Statements of Operations, in each period, summarized the financial information of the Company’s investments in unconsolidated affiliates that were held as of December 31, 2025 and 2024 (in thousands):
|
|
December 31, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
Combined and Condensed Balance Sheets |
|
|
|
|
|
|
||
Assets: |
|
|
|
|
|
|
||
Rental property, net |
|
$ |
|
|
$ |
|
||
Other assets |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
||
Liabilities and partners’ equity: |
|
|
|
|
|
|
||
Mortgage notes payable |
|
$ |
|
|
$ |
|
||
Other liabilities |
|
|
|
|
|
|
||
Partners’ equity |
|
|
|
|
|
|
||
Total liabilities and partners’ equity |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Company's share of accumulated equity |
|
$ |
|
|
$ |
|
||
Basis differential |
|
|
|
|
|
|
||
Deferred fees, net of portion related to the Company's interest |
|
|
|
|
|
|
||
Amounts receivable/payable by the Company |
|
|
|
|
|
|
||
Investments in and advances to unconsolidated affiliates, net of Company's |
|
|
|
|
|
|
||
Investments carried at cost |
|
|
|
|
|
|
||
Company's share of distributions in excess of income from and |
|
|
|
|
|
|
||
Investments in and advances to unconsolidated affiliates |
|
$ |
|
|
$ |
|
||
|
|
Year Ended December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Combined and Condensed Statements of Operations |
|
|
|
|
|
|
|
|
|
|||
Total revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Operating and other expenses |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Interest expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Depreciation and amortization |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Gain on extinguishment of debt (a) |
|
|
|
|
|
|
|
|
|
|||
Impairment of real estate (c) |
|
|
( |
) |
|
|
|
|
|
|
||
(Loss) gain on disposition of properties (b) |
|
|
( |
) |
|
|
|
|
|
|
||
Net (loss) income attributable to unconsolidated affiliates |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|||
Company’s share of equity in net (losses) earnings of unconsolidated affiliates |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
Basis differential amortization |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Company’s equity in (losses) earnings of unconsolidated affiliates |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
86
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. Other Assets, Net and Accounts Payable and Other Liabilities
Other assets, net and accounts payable and other liabilities are comprised of the following for the periods presented:
|
|
December 31, |
|
|
December 31, |
|
||
(in thousands) |
|
2025 |
|
|
2024 |
|
||
Other Assets, Net: |
|
|
|
|
|
|
||
Lease intangibles, net (Note 6) |
|
$ |
|
|
$ |
|
||
Derivative financial instruments (Note 8) |
|
|
|
|
|
|
||
Deferred charges, net (A) |
|
|
|
|
|
|
||
Accrued interest receivable (Note 3) |
|
|
|
|
|
|
||
Prepaid expenses |
|
|
|
|
|
|
||
Due from seller |
|
|
|
|
|
|
||
Income taxes receivable |
|
|
|
|
|
|
||
Deposits |
|
|
|
|
|
|
||
Corporate assets, net |
|
|
|
|
|
|
||
Other receivables |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
(A) Deferred Charges, Net: |
|
|
|
|
|
|
||
Deferred leasing and other costs |
|
$ |
|
|
$ |
|
||
Deferred financing costs related to line of credit |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Accumulated amortization |
|
|
( |
) |
|
|
( |
) |
Deferred charges, net |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Accounts Payable and Other Liabilities: |
|
|
|
|
|
|
||
|
$ |
|
|
$ |
|
|||
Accounts payable and accrued expenses |
|
|
|
|
|
|
||
Deferred income |
|
|
|
|
|
|
||
Tenant security deposits, escrow and other |
|
|
|
|
|
|
||
|
|
|
|
|
|
|||
Derivative financial instruments (Note 8) |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
87
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. Lease Intangibles
Upon acquisitions of real estate (Note 2), the Company assesses the relative fair value of acquired assets (including land, buildings and improvements, and identified intangibles such as above- and below-market leases, including below-market options and acquired in-place leases) and assumed liabilities. The lease intangibles are amortized over the remaining terms of the respective leases, including option periods where applicable.
Intangible assets and liabilities are included in Other assets, net and Accounts payable and other liabilities (Note 5) on the Consolidated Balance Sheets and summarized as follows (in thousands):
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
||||||||||||||||||
|
|
Gross Carrying |
|
|
Accumulated |
|
|
Net Carrying |
|
|
Gross Carrying |
|
|
Accumulated |
|
|
Net Carrying |
|
||||||
Amortizable Intangible Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
In-place lease intangible assets |
|
$ |
|
|
$ |
( |
) |
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Above-market rent |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Amortizable Intangible Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Below-market rent |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
Above-market ground lease |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
During the year ended December 31, 2025, the Company:
During the year ended December 31, 2024, the Company:
Amortization of in-place lease intangible assets is recorded in depreciation and amortization expense in the Consolidated Statements of Operations. Amortization of above-market rent and below-market rent is recorded as a reduction to and increase to rental revenue, respectively, in the Consolidated Statements of Operations. Amortization of above-market ground leases is recorded as a reduction to rent expense on the Consolidated Statements of Operations.
88
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the scheduled amortization of acquired lease intangible assets and assumed liabilities as of December 31, 2025 is as follows (in thousands):
Years Ending December 31, |
|
Net Increase in |
|
|
Increase to |
|
|
Reduction of |
|
|||
2026 |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
2027 |
|
|
|
|
|
( |
) |
|
|
|
||
2028 |
|
|
|
|
|
( |
) |
|
|
|
||
2029 |
|
|
|
|
|
( |
) |
|
|
|
||
2030 |
|
|
|
|
|
( |
) |
|
|
|
||
Thereafter |
|
|
|
|
|
( |
) |
|
|
|
||
Total |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
7. Debt
A summary of the Company’s consolidated indebtedness is as follows (dollars in thousands):
|
|
|
|
|
Carrying Value as of |
|
||||||
|
|
Interest Rate as of |
Maturity Date as of |
|
December 31, |
|
|
December 31, |
|
|||
|
|
December 31, 2025 |
|
December 31, 2025 |
|
2025 |
|
|
2024 |
|
||
Mortgages Payable |
|
|
|
|
|
|
|
|
|
|
||
REIT Portfolio |
|
|
|
$ |
|
|
$ |
|
||||
Fund II (a) |
|
SOFR+ |
|
|
|
|
|
|
|
|||
Fund III |
|
|
|
|
|
|
|
|
|
|
||
Fund IV (b) |
|
|
|
|
|
|
|
|
||||
Fund V |
|
SOFR+ |
|
|
|
|
|
|
|
|||
Net unamortized debt issuance costs |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
Unamortized premium |
|
|
|
|
|
|
|
|
|
|
||
Total Mortgages Payable |
|
|
|
|
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
Unsecured Notes Payable |
|
|
|
|
|
|
|
|
|
|
||
Term Loans (c) |
|
SOFR+ |
|
|
$ |
|
|
$ |
|
|||
Senior Notes |
|
|
|
|
|
|
|
|
||||
Fund IV Term Loan |
|
SOFR+ |
|
|
|
|
|
|
|
|||
Net unamortized debt issuance costs |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
Total Unsecured Notes Payable |
|
|
|
|
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
Unsecured Line of Credit |
|
|
|
|
|
|
|
|
|
|
||
Revolving Credit Facility (c) |
|
SOFR+ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|
||
Total Debt (d)(e) |
|
|
|
|
|
$ |
|
|
$ |
|
||
Net unamortized debt issuance costs |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
Unamortized premium |
|
|
|
|
|
|
|
|
|
|
||
Total Indebtedness |
|
|
|
|
|
$ |
|
|
$ |
|
||
89
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Mortgages Payable
A portion of the Company’s variable-rate property mortgage debt has been effectively fixed through certain cash flow hedge transactions (Note 8).
At December 31, 2025 and December 31, 2024, the Company’s property mortgage loans were collateralized by
REIT Portfolio
On January 23, 2025, the Company acquired an additional
During the year ended December 31, 2025, the Company also repaid a $
During the year ended December 31, 2024, the Company (amounts represent balances at the time of transactions):
Investment Management
During the year ended December 31, 2025, the Company, through its Investment Management platform (amounts represent balances at the time of transactions):
During the year ended December 31, 2024, the Company, through Investment Management (amounts represent balances at the time of transactions):
90
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unsecured Notes Payable and Unsecured Line of Credit
Credit Facility
In the second quarter of 2025, the Operating Partnership and the Company entered into the Third Amendment to the Third Amended and Restated Credit Agreement (the “Amendment”) to amend the existing senior unsecured credit facility (the “Credit Facility”). The existing Credit Facility consisted of a $
The Amendment established a new $
At December 31, 2025, the Term Loan had an outstanding balance of $
Other Unsecured Term Loans
Excluding the Term Loan and the $
Senior Notes
On August 21, 2024, the Operating Partnership issued $
The Senior Notes were issued at par in accordance with the Senior Note Purchase Agreement and pay interest semiannually on February 21st and August 21st until their respective maturities.
Revolver
At December 31, 2025, the Revolver which is part of the Credit Facility discussed above, bore interest at SOFR +
Fund IV Term Loan
91
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
During the year ended December 31, 2025, the Company, through Investment Management, entered into a Second Amended and Restated Loan Agreement related to its Fund IV Term Loan, which consolidated the existing $
The Company was in compliance with its unsecured notes payable and unsecured line of credit debt covenant requirements as of December 31, 2025.
Scheduled Debt Principal Payments
The following table summarizes the scheduled principal repayments, without regard to available extension options (described further below), of the Company’s consolidated indebtedness, as of December 31, 2025 are as follows (in thousands):
Year Ending December 31, |
|
Principal Repayments |
|
|
2026 |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
Thereafter |
|
|
|
|
|
|
|
|
|
Unamortized premium |
|
|
|
|
Net unamortized debt issuance costs |
|
|
( |
) |
Total indebtedness |
|
$ |
|
|
The table above does not reflect available extension options (subject to customary conditions) on consolidated debt with balances as of December 31, 2025. The Company has the option to extend the following debt maturities by up to twelve months, and for some an additional
8. Financial Instruments and Fair Value Measurements
The Company measures certain financial assets and liabilities at fair value on a recurring and nonrecurring basis in accordance with ASC Topic: 820, Fair Value Measurement. The following disclosure summarizes the valuation methodologies and classification within the fair value hierarchy for these instruments.
Items Measured at Fair Value on a Recurring Basis
The Company’s recurring fair value measurements include marketable equity securities and derivative financial instruments. The valuation techniques and classifications are as follows:
Marketable Equity Securities — The Company held an investment in Albertsons common stock, which is traded on an active exchange and was classified as a Level 1 asset. This investment was included in Marketable securities on the Consolidated Balance Sheets at December 31, 2024.
Derivative Financial Instruments — The Company utilizes interest rate swaps and caps to manage interest rate risk on variable-rate debt. These derivatives are over-the-counter instruments valued using observable market inputs, such as interest rate curves, and are classified as Level 2. Derivative assets are included in Other assets, net, and derivative liabilities are included in Accounts payable and other liabilities on the Consolidated Balance Sheets. See “Derivative Financial Instruments,” below.
92
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents the Company’s fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis (in thousands):
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
||||||||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Marketable equity securities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Derivative financial instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Derivative financial instruments |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the fair value hierarchy classification is based on the lowest level input that is significant to the valuation. Assessing the significance of a particular input requires judgment and takes into account factors specific to the asset or liability being measured.
The Company did not have any transfers into or out of Level 1, Level 2, and Level 3 measurements during the year ended December 31, 2025 and 2024.
Marketable Equity Securities
During the year ended December 31, 2025, the Company sold
During the year ended December 31, 2025, 2024 and 2023, the Company recognized dividend income from marketable securities of $
The following table represents the realized and unrealized gains (losses) on marketable securities included in Realized and unrealized holding gains (losses) on investments and other on the Company’s Consolidated Statements of Operations (in thousands):
|
Year Ended December 31, |
|
|||||||||
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Realized gain on marketable securities, net |
$ |
|
|
$ |
|
|
|
|
|||
Less: previously recognized unrealized gains on marketable securities sold during the period |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Unrealized (losses) gains on marketable securities still held as of the end of the period and through the disposition date on marketable securities sold during the period |
|
( |
) |
|
|
( |
) |
|
|
|
|
Realized and unrealized (losses) gains on marketable securities, net |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
93
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Items Measured at Fair Value on a Nonrecurring Basis
Refer to Note 2 for fair value adjustments related to the acquisition of an additional
Impairment Charges
Impairment charges for the year ended December 31, 2025 and 2024 are as follows (in thousands):
|
|
|
|
|
|
|
|
Impairment Charge |
|
|||||
Property Location |
|
Segment |
|
Triggering Event |
|
Effective Date |
|
Total |
|
|
Acadia's Share |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
2025 Impairment Charges |
|
|
|
|
|
|
|
|
|
|
|
|
||
New York, NY (a) |
|
IM (Fund III) |
|
|
Jun 30, 2025 |
|
$ |
|
|
$ |
|
|||
New York, NY (b) |
|
IM (Fund IV) |
|
|
Jun 30, 2025 |
|
|
|
|
|
|
|||
East Farmingdale, NY (c) |
|
IM (Fund III) |
|
|
Sep 30, 2025 |
|
|
|
|
|
|
|||
Total 2025 Impairment Charges |
|
|
|
|
|
|
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
2024 Impairment Charges |
|
|
|
|
|
|
|
|
|
|
|
|
||
San Francisco, CA |
|
IM (Fund IV) |
|
|
Dec 31, 2024 |
|
$ |
|
|
$ |
|
|||
Edwardsville, PA |
|
REIT |
|
|
Dec 31, 2024 |
|
|
|
|
|
|
|||
Total 2024 Impairment Charges |
|
|
|
|
|
|
|
$ |
|
|
$ |
|
||
During the year ended December 31, 2025 and 2024, the Company recognized an additional $
Redeemable Noncontrolling Interests
The Company has redeemable noncontrolling interests related to certain properties. The Company periodically evaluates redeemable noncontrolling interests to determine whether the maximum redemption value exceeds the carrying value. As of December 31, 2025, the Company recorded an adjustment of redeemable noncontrolling interest to its estimated redemption value. Refer to Note 10 for further discussion regarding these interests.
94
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Derivative Financial Instruments
The Company had the following interest rate swaps and caps for the periods presented (information is as of December 31, 2025, unless otherwise noted, and dollars in thousands):
|
|
|
|
|
|
|
|
|
Strike Rate |
|
|
|
Fair Value |
|
||||||||
Derivative |
|
Aggregate Notional Amount |
|
|
Effective Date |
|
Maturity Date |
|
Low |
|
High |
|
Balance Sheet |
|
December 31, |
|
|
December 31, |
|
|||
REIT Portfolio |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Interest Rate Swaps |
|
$ |
|
|
|
|
— |
|
|
$ |
|
|
$ |
|
||||||||
Interest Rate Swaps |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
||||||
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|||
Investment Management |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Fund II |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Interest Rate Swap |
|
$ |
|
|
|
|
— |
|
|
$ |
|
|
$ |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Fund III |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Interest Rate Cap |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Fund IV |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Interest Rate Cap |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Fund V |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Interest Rate Swaps |
|
$ |
|
|
|
|
— |
|
|
$ |
|
|
$ |
|
||||||||
Interest Rate Swaps |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
||||||
Interest Rate Cap |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
||||||||
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
( |
) |
|
$ |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total asset derivatives |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|||||
Total liability derivatives |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|||
All of the Company’s derivative instruments are designated as cash flow hedges and hedge the future cash outflows on variable-rate debt (Note 7). As of December 31, 2025, it is estimated that approximately $
During the year ended December 31, 2025, the Company terminated
During the year ended December 31, 2024, the Company terminated
Risk Management Objective of Using Derivatives
The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company manages economic risks, including interest rate, liquidity and credit risk, primarily by managing the amount, sources, and duration of its debt funding and, from time to time, through the use of derivative financial instruments. The Company enters into derivative financial instruments to manage exposures that result in the receipt or payment of future known and uncertain cash amounts, the values of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s investments and borrowings.
95
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company is exposed to credit risk in the event of non-performance by the counterparties to the swaps if the derivative position has a positive balance. The Company believes it mitigates its credit risk by entering into swaps with major financial institutions. The Company continually monitors and actively manages interest costs on its variable-rate debt portfolio and may enter into additional interest rate swap positions or other derivative interest rate instruments based on market conditions.
Credit Risk-Related Contingent Features
The Company’s agreements with its swap counterparties include provisions that could require immediate settlement of outstanding swap obligations in the event of a default. Specifically, if the Company defaults on certain unsecured debt obligations, such default may trigger a cross-default under the swap agreements, allowing the counterparties to declare an event of default and accelerate payment obligations under the swaps.
Other Financial Instruments
The carrying values and fair values of Company’s other financial assets and liabilities that are not measured at fair value on its Consolidated Balance Sheets are as follows as of the dates shown (dollars in thousands, inclusive of amounts attributable to noncontrolling interests where applicable):
|
|
|
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
|||||||||||
|
|
Level |
|
|
Carrying |
|
|
Estimated |
|
|
Carrying |
|
|
Estimated |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Notes Receivable (a) |
|
|
3 |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
City Point Loan (a) |
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mortgage and Other Notes Payable (a, d) |
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investment in non-traded equity securities (b) |
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unsecured notes payable and Unsecured line of credit (c, e) |
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
As of December 31, 2025 and December 31, 2024, the carrying amounts of the Company’s cash and cash equivalents, restricted cash, rents receivable, accounts payable, and certain financial instruments classified as Level 1 within other assets and other liabilities approximated their fair values. This approximation is due to the short-term nature and high liquidity of these instruments.
9. Commitments and Contingencies
The Company is involved in various matters of litigation arising out of, or incidental to, its business. While the Company is unable to predict with certainty the outcome of any particular matter, management does not expect, when such litigation is resolved, that the Company’s resulting exposure to loss contingencies, if any, will have a material adverse effect on its consolidated financial position or results of operations.
96
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Commitments and Guaranties
From time to time, the Company (or ventures in which the Company has an ownership interest) has agreed, and may in the future agree, to guarantee portions of the principal, interest and other amounts in connection with their borrowings, provide customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) in connection with their borrowings and provide guarantees to lenders, tenants and other third parties for the completion of development projects.
With respect to borrowings of our consolidated entities, the Company and certain subsidiaries of the Company have guaranteed $
The Operating Partnership was jointly and severally liable for the obligations under the Fund IV Term Loan, which may result in a contingent obligation for the payment of principal, interest, and any other amounts due. As of December 31, 2025, the Company did not expect the Operating Partnership to make any payments under this arrangement. The outstanding balance of the facility was $
As of December 31, 2025 and 2024, the Company had no REIT Portfolio or Investment Management letters of credit outstanding.
Additionally, in connection with the refinancing of the La Frontera Village (Note 4) property mortgage loan of $
Construction and Tenant Improvement Commitments
In conjunction with the development and expansion of various properties, the Company has entered into agreements with general contractors for the construction or development of properties aggregating approximately $
Additionally, the Company has committed to fund tenant improvements under executed leases totaling approximately $
Forfeiture of Deposits
The Company entered into a purchase and sale agreement (together with subsequent amendments thereto) to sell its West Shore Expressway property in the REIT Portfolio segment. At the request of the former potential buyer, the Company extended the closing date numerous times in exchange for additional non-refundable deposits and contributions towards the carrying costs of the property. The agreement terminated and expired by its terms in August 2023, and the deposit was forfeited to an affiliate of the Company, when, among other things, the former potential buyer failed to close on the property pursuant to the terms of the agreement. During the third quarter of 2023, the former potential buyer filed for Chapter 11 bankruptcy, which bankruptcy was dismissed during the fourth quarter of 2023, and as of March 31, 2024 is no longer subject to appeal. The Company recorded income of $
Insurance Coverage
The Company maintains insurance coverage on its properties in different types and amounts, with deductibles, that management believes are consistent with coverage typically carried by owners of similar properties.
97
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Public Offerings
From time to time, the Company may offer its shares of beneficial interest through public offerings registered with the SEC. In connection with such offerings, the Company may issue and sell the offered shares upon settlement of the offering or, alternatively, enter into forward sale agreements with respect to all or a portion of the sold in such public offerings, pursuant to which the offered shares are borrowed by the forward sale purchasers and the issuance of such shares takes place upon settlement of the applicable forward sale agreement in accordance with its terms.
On January 8, 2024, the Company completed an offering of
On October 2, 2024, the Company completed an offering of
ATM Program
The Company has an at-the-market equity issuance program (“ATM Program”) that provides the Company with an efficient vehicle for raising public equity capital to fund its needs. In February 2025, the Company entered into its current $
During the year ended December 31, 2025, the Company entered into forward sales agreements for
The Company did not receive any proceeds from the sale of shares at the time it entered into each of the respective forward sale agreements. The Company determined that the ATM forward sales agreements meet the criteria for equity classification and, therefore, are exempt from derivative accounting. The Company recorded the ATM forward sales agreements at fair value at inception, which was determined to be zero, and no subsequent fair value adjustments are required under equity classification.
In March 2025, the Company physically settled
Common Shares and Units
During the year ended December 31, 2025, the Company withheld
During the year ended December 31, 2024, the Company withheld
Share Repurchase Program
In 2018, the Company’s board of trustees (the “Board”) approved a new share repurchase program, which authorizes management, at its discretion, to repurchase up to $
98
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
specific number of Common Shares and may be discontinued or extended at any time. The Company did
Dividends and Distributions
During the year ended December 31, 2025, 2024, and 2023 the Company declared distributions of $
99
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Noncontrolling Interests
The following tables summarize the change in the noncontrolling interests for the years ended December 31, 2025, 2024 and 2023 (dollars in thousands, except per unit data):
|
|
Noncontrolling |
|
|
Noncontrolling |
|
|
Total |
|
|
Redeemable Noncontrolling Interests (c) |
|
||||
Balance at January 1, 2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Distributions declared of $ |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Net income (loss) for the year ended December 31, 2025 |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Conversion of |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Other comprehensive income - unrealized loss on valuation of swap agreements |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Consolidation of previously unconsolidated investment |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Reclassification of realized interest expense on swap agreements |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Adjustment of redeemable non-controlling interest to estimated redemption value |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Acquisition of noncontrolling interest |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
City Point Loan accrued interest |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Noncontrolling interest contributions |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Noncontrolling interest distributions |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Employee Long-term Incentive Plan Unit Awards |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Reallocation of noncontrolling interests (d) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance at December 31, 2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance at January 1, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Distributions declared of $ |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Net income (loss) for the year ended December 31, 2024 |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Conversion of |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Other comprehensive income - unrealized gain on valuation of swap agreements |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Reclassification of realized interest expense on swap agreements |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
City Point Loan accrued interest |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Noncontrolling interest contributions |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Noncontrolling interest distributions |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Employee Long-term Incentive Plan Unit Awards |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Reallocation of noncontrolling interests (d) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
100
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
Noncontrolling |
|
|
Noncontrolling |
|
|
Total |
|
|
Redeemable Noncontrolling Interests (c) |
|
||||
Balance at December 31, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance at January 1, 2023 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Distributions declared of $ |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Net income (loss) for the year ended December 31, 2023 |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Conversion of |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Other comprehensive income - unrealized (loss) gain on valuation of swap agreements |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Reclassification of realized interest expense on swap agreements |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
City Point Loan |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
City Point Loan accrued interest |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Noncontrolling interest contributions |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Noncontrolling interest distributions |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Employee and trustee stock compensation, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Reallocation of noncontrolling interests (d) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Balance at December 31, 2023 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Redeemable Noncontrolling Interests
Williamsburg Portfolio
In connection with the Williamsburg Portfolio acquisition in February 2022, the venture partner has a one-time right to put its
City Point Loan
In August 2022, the Company provided a loan, through a separate lending subsidiary, to other Fund II investors in City Point, through a separate borrower subsidiary, to fund the investors’ pro-rata contribution necessary to complete the refinancing of the City Point debt, of which $
Because the City Point Loan was granted in return for a capital contribution from the investors, and is collateralized by the City Point NCI, the City Point Loan and accrued interest, net of a $
In connection with the City Point Loan, each investor has a one-time right to put its City Point NCI to the Company for redemption in exchange for the settlement of its proportion of the City Point Loan amount plus either (i) a fixed cash amount or (ii) a cash amount equal to the value of
101
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
fixed number of Common Shares of the Company on the trading day prior to the election, which began in August 2023 (“Redemption Value”). As a result of granting these redemption rights, the City Point NCI, net of the City Point Loan, has been reclassified and presented as Redeemable noncontrolling interests on the Company’s Consolidated Balance Sheets.
During the third quarter of 2025, two Fund II investors exercised their put rights related to their City Point NCI. Pursuant to the terms of the agreements, the Company redeemed the redeemable noncontrolling interests for total consideration of $
The Company is required to periodically evaluate the maximum redemption amount of the City Point NCI interest and recognize an increase in the carrying value if the redemption value exceeds the carrying value at date of evaluation. The Company recognizes changes in the redemption price immediately as they occur. As of December 31, 2025, the Company recorded an adjustment of $
8833 Beverly Boulevard
In July 2023, the Company entered into a limited partnership agreement to own and operate the 8833 Beverly Boulevard property. Following the formation of the partnership, the Company retained a
Preferred OP Units
During 2016, the Operating Partnership issued
In 1999, the Operating Partnership issued
102
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
11. Leases
As Lessor
The Company’s primary source of revenue is derived from lease agreements related to its portfolio of shopping centers and other retail properties. As of December 31, 2025, the Company was party to approximately
Lease terms generally range from
The following table presents the components of rental revenue, disaggregated into fixed and variable lease income (in thousands):
|
Year Ended December 31, |
|
|||||||||
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Fixed lease revenue |
$ |
|
|
$ |
|
|
$ |
|
|||
Variable lease revenue |
|
|
|
|
|
|
|
|
|||
Total rental revenue |
$ |
|
|
$ |
|
|
$ |
|
|||
The following table summarizes the Company’s scheduled future minimum rental revenues under non-cancelable tenant leases with remaining terms greater than one year, as of December 31, 2025. These amounts assume no new or renegotiated leases or exercise of renewal options not deemed reasonably certain (in thousands):
|
|
|
|
|
Year Ending December 31, |
|
Minimum Rental |
|
|
2026 |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
Thereafter |
|
|
|
|
Total |
|
$ |
|
|
During the first quarter of 2025, the Company recognized $
During the years ended December 31, 2025, 2024 and 2023, no single tenant or property collectively comprised more than
As Lessee
The Company leases certain properties that are owned by third parties, including ground leases for retail properties and leases for office space and equipment. These leases grant the Company the right to operate the underlying assets during the lease term. Lease terms generally range from
103
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the Company’s scheduled future minimum rental payments under non-cancelable leases as of December 31, 2025 (in thousands):
|
|
Minimum Rental Payments |
|
|||||
Year Ending December 31, |
|
Operating Leases (a) |
|
|
Finance |
|
||
2026 |
|
$ |
|
|
$ |
|
||
2027 |
|
|
|
|
|
|
||
2028 |
|
|
|
|
|
|
||
2029 |
|
|
|
|
|
|
||
2030 |
|
|
|
|
|
|
||
Thereafter |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Interest |
|
|
( |
) |
|
|
( |
) |
Total |
|
$ |
|
|
$ |
|
||
The following table summarizes additional lease cost information for the Company’s lessee arrangements (dollars in thousands):
|
|
Year Ended December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Lease Cost |
|
|
|
|
|
|
|
|
|
|||
Finance lease cost: |
|
|
|
|
|
|
|
|
|
|||
Amortization of right-of-use assets |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Interest on lease liabilities |
|
|
|
|
|
|
|
|
|
|||
Subtotal |
|
|
|
|
|
|
|
|
|
|||
Operating lease cost |
|
|
|
|
|
|
|
|
|
|||
Variable lease cost |
|
|
|
|
|
|
|
|
|
|||
Total lease cost |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Cash Paid |
|
|
|
|
|
|
|
|
|
|||
Payments of operating lease obligations - operating activities |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Payments of interest on finance lease obligations - operating activities |
|
|
|
|
|
|
|
$ |
|
|||
Payments of finance lease obligations - financing activities |
|
|
|
|
|
|
|
|
|
|||
|
|
As of December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Other Information |
|
|
|
|
|
|
|
|
|
|||
Weighted-average remaining lease term - finance leases (years) |
|
|
|
|
|
|
|
|
|
|||
Weighted-average remaining lease term - operating leases (years) |
|
|
|
|
|
|
|
|
|
|||
Weighted-average discount rate - finance leases |
|
|
% |
|
|
% |
|
|
% |
|||
Weighted-average discount rate - operating leases |
|
|
% |
|
|
% |
|
|
% |
|||
104
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
During the year ended December 31, 2025, the Company entered into a new corporate office lease and recorded a right-of-use-asset – finance lease of $
During the year ended December 31, 2024, the Company acquired a master lease as part of the acquisition of the Bleecker Street Portfolio and recorded a right-of-use-asset – finance lease of $
12. Segment Reporting
The Company renamed its historical Core Portfolio segment as the REIT Portfolio segment. No prior period information was recast and the designation change did not impact the Company’s consolidated financial statements. Refer to Note 1.
The Company has identified
The Company’s REIT Portfolio segment consists primarily of high-quality core retail properties located primarily in high-barrier-to-entry, densely-populated metropolitan areas with a long-term investment horizon. The Company’s Investment Management segment holds primarily retail real estate in which the Company co-invests with high-quality institutional investors. The Company’s Structured Financing segment consists of earnings and expenses related to notes and mortgages receivable (Note 3).
Fees earned by the Company as the general partner or managing member through consolidated Investment Management entities are eliminated in the Company’s consolidated financial statements and are not presented in the Company’s segments.
105
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following tables present selected financial information for each reportable segment (in thousands):
|
|
As of or for the Year Ended December 31, 2025 |
|
|||||||||||||||||
|
|
REIT |
|
|
Investment |
|
|
Structured |
|
|
Unallocated |
|
|
Total |
|
|||||
Rental revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Other revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Property operating expenses |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Real estate taxes |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
General and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||
Impairment charges |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|||
Gain (loss) on disposition of properties |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||||
Operating income |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Interest income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Equity in earnings of unconsolidated affiliates |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|||
Interest expense |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Loss on change in control |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Realized and unrealized holding (losses) gains on investments and other |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Income tax provision |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||
Net income (loss) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Net loss attributable to redeemable noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net (income) loss attributable to noncontrolling interests |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income attributable to Acadia shareholders |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Real estate at cost (a) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Total Assets (a) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Cash paid for acquisition of real estate |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Cash paid for development and property improvement costs |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
106
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
As of or for the Year Ended December 31, 2024 |
|
|||||||||||||||||
|
|
REIT |
|
|
Investment |
|
|
Structured |
|
|
Unallocated |
|
|
Total |
|
|||||
Rental revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Other revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Property operating expenses |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Real estate taxes |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
General and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||
Impairment charges |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
(Loss) gain on disposition of properties |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Operating income (loss) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Interest income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Equity in earnings of unconsolidated affiliates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Realized and unrealized holding losses on investments and other |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Income tax provision |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||
Net income (loss) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|||
Net loss attributable to redeemable noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net (income) loss attributable to noncontrolling interests |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) attributable to Acadia shareholders |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Real estate at cost (a) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Total Assets (a) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Cash paid for acquisition of real estate |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Cash paid for development and property improvement costs |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
107
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
As of or for the Year Ended December 31, 2023 |
|
|||||||||||||||||
|
|
REIT |
|
|
Investment |
|
|
Structured |
|
|
Unallocated |
|
|
Total |
|
|||||
Rental revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Other revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Property operating expenses |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Real estate taxes |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
General and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||
Impairment charges |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|||
Operating income (loss) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Interest income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Equity in earnings (losses) of unconsolidated affiliates |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|||
Interest expense |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Realized and unrealized holding gains (losses) on investments and other |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
Income tax provision |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||
Net income (loss) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Net loss attributable to redeemable noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net loss (income) attributable to noncontrolling interests |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) attributable to Acadia shareholders |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Real estate at cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Total Assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Cash paid for acquisition of real estate and leasehold interest |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Cash paid for development and property improvement costs |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Share Incentive Plan
The Amended and Restated 2020 Share Incentive Plan (the Amended and Restated 2020 Plan”), as approved by the Board and the Company’s shareholders, authorizes the issuance of up to
108
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A summary of the status of the Company’s unvested Restricted Shares and LTIP Units is presented below:
Unvested Restricted Shares and LTIP Units |
|
Common |
|
|
Weighted |
|
|
LTIP Units |
|
|
Weighted |
|
||||
Unvested as of January 1, 2023 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Vested |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Forfeited |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Unvested as of December 31, 2023 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Vested |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Forfeited |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Unvested as of December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Vested |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Forfeited |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Unvested as of December 31, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
The weighted-average grant date fair value for Restricted Shares and LTIP Units granted for the years ended December 31, 2025, 2024 and 2023 were $
Restricted Shares and LTIP Units - Employees
During the year ended December 31, 2025, the Company issued
109
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For valuation of the 2025, 2024 and 2023 Performance Shares, a Monte Carlo simulation was used to estimate the fair values of the relative TSR portion based on probability of satisfying the market conditions and the projected share prices at the time of payments, discounted to the valuation dates over the
The total fair value of the above Restricted Share Units and LTIP Units as of the grant date was $
Restricted Shares and LTIP Units - Board of Trustees
In addition, members of the Board have been issued shares and units under the Amended and Restated 2020 Plan. During the year ended December 31, 2025, the Company issued
Long-Term Investment Alignment Program
In 2009, the Company adopted the Long-Term Investment Alignment Program (as amended from time to time, the “Program”). Under the Program, the Company may grant awards to employees, that generally entitle them to receive up to
For the year ended December 31, 2025, the Company recognized $
Other Plans
On a combined basis, the Company incurred a total of $
Employee Share Purchase Plan
The Acadia Realty Trust Employee Share Purchase Plan (the “Purchase Plan”) allows eligible employees of the Company to purchase Common Shares through payroll deductions for a maximum aggregate issuance of
Deferred Share Plan
The Company maintains a Trustee Deferral and Distribution Election program, under which the participating Trustees earn deferred compensation.
Employee 401(k) Plan
The Company maintains a 401(k) plan for employees under which the Company currently matches
110
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
14. Federal Income Taxes
The Company has elected to qualify as a REIT in accordance with Sections 856 through 860 of the Code and intends at all times to qualify as a REIT under the Code. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that it currently distribute at least
In the normal course of business, the Company or one or more of its subsidiaries is subject to examination by federal, state and local jurisdictions, in which it operates, where applicable. The Company expects to recognize interest and penalties related to uncertain tax positions, if any, as income tax expense. For the three years ended December 31, 2025, the Company recognized no material adjustments regarding its tax accounting treatment for uncertain tax provisions. As of December 31, 2025, the tax years that remain subject to examination by the major tax jurisdictions under applicable statutes of limitations are generally the year 2021 and forward.
Reconciliation of Net Income to Taxable Income
Reconciliation of GAAP net income attributable to Acadia shareholders to taxable income (loss) is as follows (unaudited):
|
|
Year Ended December 31, |
|
|||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Net income attributable to Acadia shareholders |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Deferred rental and other income (loss) income (a) |
|
|
( |
) |
|
|
|
|
|
|
||
Book/tax difference - depreciation and amortization (a) |
|
|
|
|
|
|
|
|
|
|||
Straight-line rent and above- and below-market rent adjustments (a) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Book/tax differences - equity-based compensation |
|
|
|
|
|
|
|
|
|
|||
Joint venture equity in earnings, net and other investments (a) |
|
|
|
|
|
|
|
|
|
|||
Impairment charges and reserves |
|
|
|
|
|
|
|
|
|
|||
Acquisition costs (a) |
|
|
|
|
|
|
|
|
|
|||
Gain on disposition of properties and investments |
|
|
|
|
|
|
|
|
|
|||
Book adjustment marketable securities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Book/tax differences - miscellaneous |
|
|
|
|
|
( |
) |
|
|
|
||
Taxable income |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Dividends/Distributions declared (b) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
111
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Characterization of Distributions
The Company has determined that the cash distributed to the shareholders for the periods presented is characterized as follows for federal income tax purposes:
|
|
Year Ended December 31, |
|
|||||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||||||||||||||
|
|
Per Share |
|
|
% |
|
|
Per Share |
|
|
% |
|
|
Per Share |
|
|
% |
|
||||||
Ordinary income - Section 199A |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||||
Qualified dividend |
|
|
|
|
|
% |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||||
Capital gain |
|
|
|
|
|
% |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||||
Total (a) |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||||
Taxable REIT Subsidiaries
Income taxes have been provided for using the liability method as required by ASC Topic 740, “Income Taxes.” The Company’s TRS income (loss) and provision for income taxes associated with the TRS for the periods presented are summarized as follows (in thousands):
|
|
Year Ended December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
TRS loss before income taxes |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Provision for income taxes: |
|
|
|
|
|
|
|
|
|
|||
Federal |
|
|
|
|
|
|
|
|
|
|||
State and local |
|
|
|
|
|
|
|
|
|
|||
TRS net loss before noncontrolling interests |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Noncontrolling interests |
|
|
|
|
|
|
|
|
|
|||
TRS net loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
The income tax provision for the Company differs from the amount computed by applying the statutory Federal income tax rate to income (loss) before income taxes as follows. Amounts are not adjusted for temporary book/tax differences (in thousands):
|
|
Year Ended December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Federal tax benefit at statutory tax rate |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
TRS state and local taxes, net of Federal benefit |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Tax effect of: |
|
|
|
|
|
|
|
|
|
|||
Permanent differences, net |
|
|
|
|
|
|
|
|
|
|||
Adjustment to deferred tax reserve |
|
|
|
|
|
|
|
|
( |
) |
||
Other |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
REIT state and local income and franchise taxes |
|
|
|
|
|
|
|
|
|
|||
Total provision for income taxes |
|
$ |
|
|
$ |
|
|
$ |
|
|||
As of December 31, 2025, and 2024, the Company’s deferred tax assets were $
Under GAAP, deferred tax assets are reduced by a valuation allowance when, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. For the years ended December 31, 2025, 2024, and 2023, the Company determined that the realization of its deferred tax assets was not likely and, as a result, recorded a charge to its valuation allowance of $
112
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Basic earnings per Common Share is computed by dividing net income attributable to Common Shareholders by the weighted-average Common Shares outstanding during the period
During the periods presented, the Company had unvested LTIP Units that entitle holders to non-forfeitable dividend equivalent rights. As such, these unvested LTIP Units are considered participating securities and are included in the computation of basic earnings per Common Share using the two-class method.
Diluted earnings per Common Share reflects the potential dilution from the assumed conversion or exercise of securities including the effects of Restricted Share Units issued under the Company’s Amended and Restated 2020 Plan (Note 13), and the shares issuable upon settlement of any outstanding forward sale agreements (Note 10). The shares related to forward sale agreements are included in the diluted earnings per share calculation using the treasury stock method for the period they are outstanding prior to settlement. Under this method, the number of incremental shares included in the diluted share count is equal to the excess, if any, of: (i) the number of Common Shares that would be issued upon full physical settlement of the forward sale agreements, over (ii) the number of Common Shares that could be repurchased using the proceeds receivable upon settlement, based on the average market price during the period and the adjusted forward sales price immediately prior to settlement. The impact of these shares is excluded from the diluted earnings per share calculation when the effect would be anti-dilutive.
|
Year Ended December 31, |
|
|||||||||
(dollars in thousands) |
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Numerator: |
|
|
|
|
|
|
|
|
|||
Net income attributable to Acadia shareholders |
$ |
|
|
$ |
|
|
$ |
|
|||
Less: adjustment of redeemable non-controlling interest to estimated redemption value (Note 10) |
|
( |
) |
|
|
|
|
|
|
||
Less: net income attributable to participating securities |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Income from continuing operations net of income attributable to participating securities for basic earnings per share |
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|||
Denominator: |
|
|
|
|
|
|
|
|
|||
Weighted average shares for basic earnings per share |
|
|
|
|
|
|
|
|
|||
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|||
Assumed settlement of forward sales agreements (Note 10) |
|
|
|
|
|
|
|
|
|||
Denominator for diluted earnings per share |
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
Basic earnings per Common Share from continuing operations attributable to Acadia shareholders |
$ |
|
|
$ |
|
|
$ |
|
|||
Diluted earnings per Common Share from continuing operations attributable to Acadia shareholders |
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|||
Anti-Dilutive Shares Excluded from Denominator: |
|
|
|
|
|
|
|
|
|||
Series A Preferred OP Units |
|
|
|
|
|
|
|
|
|||
Series A Preferred OP Units - Common share equivalent |
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
Series C Preferred OP Units |
|
|
|
|
|
|
|
|
|||
Series C Preferred OP Units - Common share equivalent |
|
|
|
|
|
|
|
|
|||
Restricted shares |
|
|
|
|
|
|
|
|
|||
16. Variable Interest Entities
113
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company consolidates certain VIEs in which it has determined it is the primary beneficiary. As of December 31, 2025 and 2024, the Company had identified nine consolidated VIEs, including the Operating Partnership and the Funds.
Excluding the Operating Partnership and the Funds at December 31, 2025 and 2024, Company’s consolidated VIEs include 20 REIT Portfolio operating properties: the Williamsburg Portfolio, 239 Greenwich Avenue, 8833 Beverly Boulevard, and the Renaissance Portfolio.
The Operating Partnership is considered a VIE because the limited partners lack substantive kick-out or participating rights. The Company is deemed the primary beneficiary of each consolidated VIE because it: (i) has the power to direct the activities that most significantly impact the VIE’s economic performance, and (ii) has the obligation to absorb the losses or right to receive benefits that could potentially be significant to the VIE. The interest of third parties in these consolidated VIEs are presented as noncontrolling interests or redeemable noncontrolling interests in the accompanying consolidated financial statements and in Note 10.
The operations of these VIEs are primarily funded through fees earned from investment activities or cash flows generated from the underlying properties. The Company has not provided financial support to any of these VIEs beyond its existing contractual obligations, which primarily include funding capital commitments, capital expenditures necessary to maintain operations, and covering any operating cash shortfalls.
Since the Company conducts its business through the Operating Partnership and substantially all of its assets and liabilities are held by the Operating Partnership, the Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024, primarily reflect the assets and liabilities of the Operating Partnership, including those of its consolidated VIEs. The following table presents the assets and liabilities of the consolidated VIEs included in the Consolidated Balance sheets (in thousands):
(in thousands) |
|
December 31, 2025 |
|
|
December 31, 2024 |
|
||
VIE ASSETS |
|
|
|
|
|
|
||
Operating real estate, net |
|
$ |
|
|
$ |
|
||
Real estate under development |
|
|
|
|
|
|
||
Investments in and advances to unconsolidated affiliates |
|
|
|
|
|
|
||
Other assets, net |
|
|
|
|
|
|
||
Right-of-use assets - operating leases, net |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
|
|
|
|
|
||
Restricted cash |
|
|
|
|
|
|
||
Rents receivable, net |
|
|
|
|
|
|
||
Total VIE assets (a) |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
VIE LIABILITIES |
|
|
|
|
|
|
||
Mortgage and other notes payable, net |
|
$ |
|
|
$ |
|
||
Unsecured notes payable, net |
|
|
|
|
|
|
||
Accounts payable and other liabilities |
|
|
|
|
|
|
||
Lease liability - operating leases, net |
|
|
|
|
|
|
||
Total VIE liabilities (a) |
|
$ |
|
|
$ |
|
||
114
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unconsolidated VIEs
The Company holds variable interests in certain entities that are considered VIEs but are not consolidated because the Company is not the primary beneficiary. Although the Company may be responsible for managing the day-to-day operations of these entities, it does not have unilateral power over the activities that, when taken together, most significantly impact the respective VIE’s economic performance.
As of December 31, 2025 and 2024, the Company had interests in two unconsolidated VIEs: 1238 Wisconsin Avenue and the Georgetown Portfolio. The Company’s involvement in these entities consists of direct and indirect equity interests and contractual fee arrangements. These investments are accounted for under the equity method of accounting (Note 4). The Company’s maximum exposure to loss in these unconsolidated VIEs is limited to: (i) the carrying amount of its equity investment, and (ii) any debt guarantees provided (Note 9). The Company’s investment in the assets of these unconsolidated VIEs was $
The Company also holds a preferred equity investment in a VIE that is structured with characteristics that are substantially similar to a debt instrument and is accounted for as a note receivable. The Company is not the primary beneficiary as it does not have the power to direct the activities that most significantly impact the VIE’s economic performance, and therefore does not consolidate the VIE. As of December 31, 2025, the carrying value of the investment was $
115
ACADIA REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
17. Subsequent Events
In January 2026, the Company, through its Investment Management platform, acquired a
In January 2026, the Company acquired two REIT Portfolio properties, 1045 and 1165 Madison Avenue, in Manhattan, NY for an aggregate purchase price of $
In January 2026, the Company disposed of Landstown Commons, a consolidated Fund V Investment Management property, in Virginia Beach, VA for a sales price of $
116
ACADIA REALTY TRUST
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2025
|
|
|
|
|
Initial Cost |
|
|
|
|
|
Gross Amount at Which |
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Description and |
|
Encumbrances |
|
|
Land |
|
|
Buildings & |
|
|
Increase |
|
|
Land |
|
|
Buildings & |
|
|
Total (2) |
|
|
Accumulated |
|
|
Date of |
|
|
Life on which |
||||||||
REIT Portfolio: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Crescent Plaza |
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
1993 |
(a) |
|
|||||||||
New Loudon Center |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1993 |
(a) |
|
|||||||||
Mark Plaza |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
1993 |
(c) |
|
||||||||
Plaza 422 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1993 |
(c) |
|
|||||||||
Route 6 Mall |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1994 |
(c) |
|
|||||||||
Abington Towne Center |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1998 |
(a) |
|
|||||||||
Bloomfield Town Square |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1998 |
(a) |
|
|||||||||
Elmwood Park Shopping Center |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1998 |
(a) |
|
|||||||||
Merrillville Plaza |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1998 |
(a) |
|
|||||||||
Marketplace of Absecon |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1998 |
(a) |
|
|||||||||
239 Greenwich Avenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1998 |
(a) |
|
|||||||||
Hobson West Plaza |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1998 |
(a) |
|
|||||||||
Village Commons Shopping Center Smithtown, NY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1998 |
(a) |
|
|||||||||
Town Line Plaza |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1998 |
(a) |
|
|||||||||
Branch Shopping Center |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1998 |
(a) |
|
|||||||||
Methuen Shopping Center |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1998 |
(a) |
|
|||||||||
The Gateway Shopping Center |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1999 |
(a) |
|
|||||||||
Brandywine Holdings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2003 |
(a) |
|
|||||||||
Bartow Avenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
(c) |
|
|||||||||
Amboy Road |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
(a) |
|
|||||||||
Chestnut Hill |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
(a) |
|
|||||||||
2914 Third Avenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
(a) |
|
|||||||||
West Shore Expressway |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
(a) |
|
|||||||||
West 54th Street |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
(a) |
|
|||||||||
5-7 East 17th Street |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 |
(a) |
|
|||||||||
651-671 W Diversey |
|
|
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2011 |
(a) |
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15 Mercer Street |
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2011 |
(a) |
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4401 White Plains |
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2011 |
(a) |
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56 E. Walton |
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2011 |
(a) |
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841 W. Armitage |
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2011 |
(a) |
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2731 N. Clark |
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2011 |
(a) |
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2140 N. Clybourn |
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2011 |
(a) |
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853 W. Armitage |
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2011 |
(a) |
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2299 N. Clybourn Avenue |
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2011 |
(a) |
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843-45 W. Armitage |
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2012 |
(a) |
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1525 W. Belmont Avenue |
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2012 |
(a) |
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2206-08 N. Halsted |
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2012 |
(a) |
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2633 N. Halsted |
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2012 |
(a) |
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50-54 E. Walton |
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2012 |
(a) |
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|||||||||
117
ACADIA REALTY TRUST
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
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Initial Cost |
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Gross Amount at Which |
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Description and |
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Encumbrances |
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Land |
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Buildings & |
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Increase |
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Land |
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Buildings & |
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Total (2) |
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Accumulated |
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Date of |
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Life on which |
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662 W. Diversey |
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2012 |
(a) |
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837 W. Armitage |
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2012 |
(a) |
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823 W. Armitage |
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2012 |
(a) |
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851 W. Armitage |
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2012 |
(a) |
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1240 W. Belmont Avenue |
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2012 |
(a) |
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21 E. Chestnut |
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2012 |
(a) |
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819 W. Armitage |
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2012 |
(a) |
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1520 Milwaukee Avenue |
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2012 |
(a) |
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|||||||||
Rhode Island Place Shopping Center Washington, D.C. |
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2012 |
(a) |
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|||||||||
930 Rush Street |
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2012 |
(a) |
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|||||||||
28 Jericho Turnpike |
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2012 |
(a) |
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|||||||||
181 Main Street |
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2012 |
(a) |
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|||||||||
83 Spring Street |
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2012 |
(a) |
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|||||||||
179-53 & 1801-03 Connecticut Avenue Washington, D.C. |
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2012 |
(a) |
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|||||||||
639 West Diversey |
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2012 |
(a) |
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|||||||||
664 North Michigan |
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2013 |
(a) |
|
|||||||||
8-12 E. Walton |
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2013 |
(a) |
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|||||||||
3200-3204 M Street |
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2013 |
(a) |
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|||||||||
868 Broadway |
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2013 |
(a) |
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|||||||||
313-315 Bowery |
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2013 |
(a) |
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|||||||||
120 West Broadway |
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2013 |
(a) |
|
|||||||||
11 E. Walton |
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2014 |
(a) |
|
|||||||||
61 Main Street |
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2014 |
(a) |
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|||||||||
865 W. North Avenue |
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2014 |
(a) |
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|||||||||
152-154 Spring St. |
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2014 |
(a) |
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|||||||||
2520 Flatbush Ave |
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2014 |
(a) |
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|||||||||
252-256 Greenwich Avenue |
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2014 |
(a) |
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|||||||||
Bedford Green |
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2014 |
(a) |
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|||||||||
131-135 Prince Street |
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2014 |
(a) |
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|||||||||
201 Needham Street |
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2014 |
(a) |
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|||||||||
City Center |
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2015 |
(a) |
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|||||||||
163 Highland Avenue |
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2015 |
(a) |
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|||||||||
Roosevelt Galleria |
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2015 |
(a) |
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|||||||||
Route 202 Shopping Center |
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2015 |
(a) |
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|||||||||
991 Madison Avenue |
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( |
) |
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2016 |
(a) |
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||||||||
165 Newbury Street |
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2016 |
(a) |
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|||||||||
Concord & Milwaukee |
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2016 |
(a) |
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|||||||||
State & Washington |
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2016 |
(a) |
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|||||||||
151 N. State Street |
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2016 |
(a) |
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|||||||||
North & Kingsbury |
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2016 |
(a) |
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|||||||||
Sullivan Center |
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2016 |
(a) |
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|||||||||
California & Armitage |
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2016 |
(a) |
|
|||||||||
118
ACADIA REALTY TRUST
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
|
|
|
|
|
Initial Cost |
|
|
|
|
|
Gross Amount at Which |
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Description and |
|
Encumbrances |
|
|
Land |
|
|
Buildings & |
|
|
Increase |
|
|
Land |
|
|
Buildings & |
|
|
Total (2) |
|
|
Accumulated |
|
|
Date of |
|
|
Life on which |
||||||||
555 9th Street |
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2016 |
(a) |
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|||||||||
Market Square |
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2017 |
(a) |
|
|||||||||
613-623 W. Diversey |
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2018 |
(c) |
|
|||||||||
51 Greene Street |
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2019 |
(a) |
|
|||||||||
53 Greene Street |
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2019 |
(a) |
|
|||||||||
41 Greene Street |
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2019 |
(a) |
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|||||||||
47 Greene Street |
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2019 |
(a) |
|
|||||||||
849 W Armitage |
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2019 |
(a) |
|
|||||||||
912 W Armitage |
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2019 |
(a) |
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|||||||||
Melrose Place Collection |
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2019 |
(a) |
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|||||||||
45 Greene Street |
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2019 |
(a) |
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|||||||||
565 Broadway |
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2019 |
(a) |
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|||||||||
907 W Armitage |
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2019 |
(a) |
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|||||||||
37 Greene Street |
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2020 |
(a) |
|
|||||||||
917 W Armitage |
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2020 |
(a) |
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|||||||||
Brandywine Town Center |
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2020 |
(a) |
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|||||||||
1324 14th Street |
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2021 |
(a) |
|
|||||||||
1526 14th Street |
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2021 |
(a) |
|
|||||||||
1529 14th Street |
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2021 |
(a) |
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121 Spring St |
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2022 |
(a) |
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8833 Beverly Blvd |
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2022 |
(a) |
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Williamsburg Portfolio |
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2022 |
(a) |
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Henderson Ave Main |
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2022 |
(a) |
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Henderson Ave Lots |
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2022 |
(a) |
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Henderson Ave Shops |
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2022 |
(a) |
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Henderson Ave Grand |
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2022 |
(a) |
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Henderson Ave Land |
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2022 |
(a) |
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382-384 Bleecker St |
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2024 |
(a) |
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367-369 Bleecker St |
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2024 |
(a) |
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350 Bleecker St |
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2024 |
(a) |
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387 Bleecker St |
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2024 |
(a) |
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1718 N. Henderson Ave |
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2024 |
(a) |
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123-129 N 6th St |
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2024 |
(a) |
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109 N 6th St |
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2024 |
(a) |
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92-94 Greene Street |
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2024 |
(a) |
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73 Wooster |
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2025 |
(a) |
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106 Spring St |
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2025 |
(a) |
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3033 M Street (3) |
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2025 |
(a) |
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3065 M Street (3) |
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2025 |
(a) |
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3067 M Street (3) |
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2025 |
(a) |
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3077 M Street (3) |
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2025 |
(a) |
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3210 M Street (3) |
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2025 |
(a) |
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|||||||||
119
ACADIA REALTY TRUST
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
|
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Initial Cost |
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Gross Amount at Which |
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|||||||||||||||||
Description and |
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Encumbrances |
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Land |
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Buildings & |
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Increase |
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Land |
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Buildings & |
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Total (2) |
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Accumulated |
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Date of |
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Life on which |
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3233-3235 M Street (3) |
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2025 |
(a) |
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3263 M Street (3) |
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2025 |
(a) |
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3300-3312 M Street (3) |
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2025 |
(a) |
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3307 M Street (3) |
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2025 |
(a) |
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3320 M Street (3) |
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2025 |
(a) |
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3330 M Street (3) |
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2025 |
(a) |
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3333 M Street (3) |
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2025 |
(a) |
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|||||||||
3334-3340 Cady's Alley (3) |
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2025 |
(a) |
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|||||||||
3312-3320 Cady's Alley (3) |
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2025 |
(a) |
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|||||||||
3336-3338 M Street (3) |
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2025 |
(a) |
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|||||||||
326 King Street (3) |
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2025 |
(a) |
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|||||||||
1237 Wisconsin Ave (3) |
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2025 |
(a) |
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1057 Wisconsin Ave (3) |
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2025 |
(a) |
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|||||||||
907 King Street (3) |
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2025 |
(a) |
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|||||||||
3104 M Street (3) |
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2025 |
(a) |
|
|||||||||
Renaissance Portfolio |
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2025 |
(a) |
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|||||||||
85 Fifth Ave |
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2025 |
(a) |
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|||||||||
95 N 6th St |
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2025 |
(a) |
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|||||||||
97 N 6th St |
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2025 |
(a) |
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|||||||||
107 N 6th St |
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2025 |
(a) |
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|||||||||
70 N 6th St |
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2025 |
(a) |
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|||||||||
93 N 6th St |
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2025 |
(a) |
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|||||||||
Fund II: |
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||||||||
City Point |
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2007 |
(c) |
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|||||||||
Fund III: |
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||||||||
Broadhollow |
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2012 |
(c) |
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|||||||||
Fund IV: |
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||||||||
210 Bowery |
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( |
) |
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2012 |
(c) |
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||||||||
27 E. 61st Street |
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2014 |
(c) |
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|||||||||
17 E. 71st Street |
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2014 |
(a) |
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|||||||||
1035 Third Avenue |
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( |
) |
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2015 |
(a) |
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||||||||
801 Madison Avenue |
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( |
) |
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2015 |
(c) |
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||||||||
1964 Union Street |
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2016 |
(c) |
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|||||||||
Restaurants at Fort Point |
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2016 |
(a) |
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|||||||||
717 N. Michigan |
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( |
) |
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2016 |
(a) |
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||||||||
18 E. Broughton St. |
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2018 |
(a) |
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|||||||||
20 E. Broughton St. |
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2018 |
(a) |
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|||||||||
25 E. Broughton St. |
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2018 |
(a) |
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|||||||||
109 W. Broughton St. |
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2018 |
(a) |
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|||||||||
204-206 W. Broughton St. |
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2018 |
(a) |
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|||||||||
216-218 W. Broughton St. |
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2018 |
(a) |
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|||||||||
220 W. Broughton St. |
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2018 |
(a) |
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|||||||||
223 W. Broughton St. |
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|
2018 |
(a) |
|
|||||||||
120
ACADIA REALTY TRUST
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
|
|
|
|
|
Initial Cost |
|
|
|
|
|
Gross Amount at Which |
|
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|
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|
|
|
|
|
|||||||||||||||||
Description and |
|
Encumbrances |
|
|
Land |
|
|
Buildings & |
|
|
Increase |
|
|
Land |
|
|
Buildings & |
|
|
Total (2) |
|
|
Accumulated |
|
|
Date of |
|
|
Life on which |
||||||||
226-228 W. Broughton St. |
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2018 |
(a) |
|
|||||||||
309/311 W. Broughton St. |
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2018 |
(a) |
|
|||||||||
230-240 W. Broughton St. |
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2020 |
(a) |
|
|||||||||
102 E. Broughton St. |
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2020 |
(a) |
|
|||||||||
Fund V: |
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|
||||||||
Plaza Santa Fe |
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2017 |
(a) |
|
|||||||||
Hickory Ridge |
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2017 |
(a) |
|
|||||||||
New Towne Plaza |
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2017 |
(a) |
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Fairlane Green |
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2017 |
(a) |
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Trussville Promenade |
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2018 |
(a) |
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Elk Grove Commons |
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2018 |
(a) |
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Hiram Pavilion |
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2018 |
(a) |
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Palm Coast Landing |
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2019 |
(a) |
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Lincoln Commons |
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2019 |
(a) |
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Landstown Commons |
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2019 |
(a) |
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Canton Marketplace |
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2021 |
(a) |
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Monroe Marketplace |
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2021 |
(a) |
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Midstate Mall |
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2021 |
(a) |
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Cypress Creek Atlantic Retail (4) |
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2023 |
(a) |
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|||||||||
Cypress Creek Power Center (4) |
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2023 |
(a) |
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Cypress Creek G5 (4) |
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2023 |
(a) |
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Cypress Creek (4) |
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2023 |
(a) |
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Cypress Creek |
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2023 |
(a) |
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Maple Tree Place |
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2023 |
(a) |
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|||||||||
Investment Management: |
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Pinewood Square |
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2025 |
(a) |
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|||||||||
The Avenue at West Cobb |
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2025 |
(a) |
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|||||||||
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||||||||
Total operating real estate |
|
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||||||||
Real estate under development |
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|
||||||||
Unamortized loan costs |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Unamortized premium |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
||||||||
121
ACADIA REALTY TRUST
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
The following table reconciles the activity for real estate properties from January 1, 2023 to December 31, 2025 (in thousands):
|
|
Year Ended December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Balance at beginning of year |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Improvements and other |
|
|
|
|
|
|
|
|
|
|||
Property acquisitions |
|
|
|
|
|
|
|
|
|
|||
Property dispositions or held for sale assets |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Consolidation of previously unconsolidated investments |
|
|
|
|
|
|
|
|
|
|||
Property transfers out of Held for Sale |
|
|
|
|
|
|
|
|
|
|||
Impairment charges |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance at end of year |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The following table reconciles accumulated depreciation from January 1, 2023 to December 31, 2025 (in thousands):
|
|
Year Ended December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Balance at beginning of year |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Depreciation related to real estate |
|
|
|
|
|
|
|
|
|
|||
Property dispositions or held for sale assets |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Property transfers out of held for sale |
|
|
— |
|
|
|
|
|
|
|
||
Balance at end of year |
|
$ |
|
|
$ |
|
|
$ |
|
|||
122
ACADIA REALTY TRUST
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
December 31, 2025
(in thousands)
Description |
|
Effective |
|
Final Maturity |
|
Periodic Payment Terms |
|
Prior Liens |
|
Face Amount |
|
Net Carrying Amount of |
|
Principal Amount of Loans |
First Mortgage Loan |
|
|
April 1, 2020 |
|
Interest only |
|
— |
|
$ |
|
$ |
|
$ |
|
Mezzanine Loan |
|
|
February 9, 2027 |
|
Interest only |
|
— |
|
|
|
— |
|||
First Mortgage Loan |
|
|
September 17, 2026 |
|
Interest only |
|
— |
|
|
|
— |
|||
Other |
|
|
December 10, 2026 |
|
Interest only |
|
— |
|
|
|
— |
|||
Mezzanine Loan |
|
|
December 11, 2027 |
|
Interest only |
|
— |
|
|
|
— |
|||
Mezzanine Loan |
|
|
December 31, 2027 |
|
Interest only |
|
— |
|
|
|
— |
|||
Total |
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
Allowance for credit loss |
|
|
|
|
|
|
|
|
|
|
|
( |
|
|
Net carrying amount of notes receivable |
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
The Company monitors the credit quality of its notes receivable on an ongoing basis and considers indicators of credit quality such as loan payment activity, the estimated fair value of the underlying collateral, the seniority of the Company’s loan in relation to other debt secured by the collateral, the personal guarantees of the borrower and the prospects of the borrower.
The following table reconciles the activity for loans on real estate from January 1, 2023 to December 31, 2025 (in thousands):
|
|
Reconciliation of Loans on Real Estate |
|
|||||||||
|
|
Year Ended December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Balance at beginning of year |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Additions |
|
|
|
|
|
|
|
|
|
|||
Repayments |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Allowance for credit loss |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance at end of year |
|
$ |
|
|
$ |
|
|
$ |
|
|||
123
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES.
None.
ITEM 9A. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
We conducted an evaluation, under the supervision and with the participation of management including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2025 to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control Over Financial Reporting
Management of Acadia Realty Trust is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Securities Exchange Act of 1934 Rule 13(a)-15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025 as required by the Securities Exchange Act of 1934 Rule 13(a)-15(c). In making this assessment, we used the criteria set forth in the framework in Internal Control–Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). Based on our evaluation under the COSO criteria, our management concluded that our internal control over financial reporting was effective as of December 31, 2025 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.
Deloitte & Touche LLP, an independent registered public accounting firm that audited our Financial Statements included in this Annual Report, has issued an attestation report on our internal control over financial reporting as of December 31, 2025, which also appears in this Item 9A.
Acadia Realty Trust
Rye, New York
February 13, 2026
Changes in Internal Control Over Financial Reporting
During the three months ended December 31, 2025, there were no changes in the Company’s internal control over financial reporting that materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.
124
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Trustees of Acadia Realty Trust
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Acadia Realty Trust and subsidiaries (the “Company”) 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 (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 13, 2026, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting 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 effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
New York, New York
February 13, 2026
125
ITEM 9B. OTHER INFORMATION.
Trading Arrangements
During the three months ended December 31, 2025, none of our officers or trustees (as defined in Rule 16a-1(f) of the Exchange Act)
Joseph Napolitano Retirement and Award Acceleration
As previously disclosed on February 5, 2026, Joseph Napolitano, Senior Vice President and Chief Administrative Officer, notified the Company of his intention to retire effective on or about April 1, 2026. In connection with Mr. Napolitano’s retirement, the Company’s Compensation Committee approved the accelerated vesting of certain outstanding equity awards, as is standard practice upon retirement and pursuant to the Amended and Restated 2020 Share Incentive Plan (the “Plan”). Specifically, (i) 77,911 unvested time-based LTIP Units granted to Mr. Napolitano under the Plan that were scheduled to vest solely based on continued employment through the applicable vesting date will be accelerated and become fully vested and exercisable or nonforfeitable as of April 1, 2026, and (ii) with respect to 22,925 unvested performance-based LTIP Units (target) (with up to 45,850 LTIP Units eligible to vest (maximum)), granted Mr. Napolitano under the Plan, the service component will be deemed satisfied as of April 1, 2026, and the performance component will continue to be governed by the applicable award agreements and will vest, if at all, based on the achievement of the applicable performance criteria.
For the fiscal year ended December 31, 2025, Mr. Napolitano is eligible to receive an annual incentive bonus payable in cash and/or equity, substantially consistent with bonuses awarded in prior years. The amount and final form of any such bonus have not yet been approved or determined. To the extent any portion of the bonus is payable in, or converted into, equity awards, such awards will be issued pursuant to the applicable plans and award agreements and, if issued, will be subject to the acceleration treatment described above and will become fully vested and exercisable or nonforfeitable as of April 1, 2026.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
None.
PART III
In accordance with the rules of the SEC, certain information required by Part III is omitted and is incorporated by reference into this Annual Report from our definitive proxy statement relating to our 2026 annual meeting of shareholders (our “2026 Proxy Statement”) that we intend to file with the SEC no later than April 29, 2026.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The Company has an insider trading policy governing the purchase, sale and other dispositions of the Company's securities that applies to all of the Company's trustees, officers, employees and other covered persons. The Company believes that its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company. It is also the policy of the Company to comply with all insider trading laws and regulations. A copy of the Company's insider trading policy is filed as Exhibit 19.2 to this Annual Report on Form 10-K.
The other information under the following headings in the 2026 Proxy Statement is incorporated herein by reference:
ITEM 11. EXECUTIVE COMPENSATION.
The information under the following headings in the 2026 Proxy Statement is incorporated herein by reference:
126
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The information under the heading “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” in the 2026 Proxy Statement is incorporated herein by reference.
The information under Item 5. Market for Registrant’s Common Equity, Related Stockholders Matters, Issuer Purchases of Equity Securities of this Report under the heading “(c) Securities authorized for issuance under equity compensation plans” is incorporated herein by reference.
The information under the following headings in the 2026 Proxy Statement is incorporated herein by reference:
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
The information under the heading “AUDIT COMMITTEE INFORMATION” in the 2026 Proxy Statement is incorporated herein by reference.
127
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
1. |
Financial Statements: See “Index to Financial Statements” at Item 8. |
|
|
|
|
|
|
|
|
2. |
Financial Statement Schedule: See “Schedule III—Real Estate and Accumulated Depreciation” at Item 8. |
|
|
|
|
3. |
Financial Statement Schedule: See “Schedule IV—Mortgage Loans on Real Estate” at Item 8. |
|
|
|
|
4. |
Exhibits: See index of exhibits below and incorporated herein by reference. |
The following is an index to all exhibits including (i) those filed with this Report and (ii) those incorporated by reference herein:
Exhibit |
|
Description |
|
Method of Filing |
|
|
|
|
|
3.1 |
|
Declaration of Trust of the Company |
|
Incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. |
|
|
|
|
|
3.2 |
|
First Amendment to Declaration of Trust of the Company |
|
Incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. |
|
|
|
|
|
3.3 |
|
Second Amendment to Declaration of Trust of the Company |
|
Incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. |
|
|
|
|
|
3.4 |
|
Third Amendment to Declaration of Trust of the Company |
|
Incorporated by reference to Exhibit 3.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. |
|
|
|
|
|
3.5 |
|
Fourth Amendment to Declaration of Trust |
|
Incorporated by reference to Exhibit 3.1 (a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1998. |
|
|
|
|
|
3.6 |
|
Fifth Amendment to Declaration of Trust |
|
Incorporated by reference to Exhibit 3.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009. |
|
|
|
|
|
3.7 |
|
Sixth Amendment to Declaration of Trust |
|
Incorporated by reference to Exhibit 3.01 to the Company’s Current Report on Form 8-K filing on July 28, 2017. |
|
|
|
|
|
3.8
|
|
Articles Supplementary |
|
Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 9, 2017. |
|
|
|
|
|
3.9 |
|
Amended and Restated Bylaws of the Company |
|
Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 28, 2022. |
|
|
|
|
|
4.1 |
|
Description of Acadia Realty Trust Securities Registered Under Section 12 of the Securities Exchange Act of 1934, as amended |
|
Incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. |
|
|
|
|
|
10.1* |
|
Description of Long-Term Investment Alignment Program |
|
Incorporated by reference to page 20 to the Company’s 2009 Annual Proxy Statement filed with the SEC April 9, 2009. |
|
|
|
|
|
10.2* |
|
Amended and Restated Employment Agreement between the Company and Kenneth F. Bernstein |
|
Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 1, 2014. |
128
Exhibit |
|
Description |
|
Method of Filing |
|
|
|
|
|
10.3* |
|
Form of Second Amended and Restated Severance Agreement, effective as of February 26, 2018, with each of: John Gottfried, Executive Vice President and Chief Financial Officer; Jason Blacksberg, Executive Vice President, Chief Legal Officer and Secretary; Reginald Livingston, Executive Vice President and Chief Investment Officer; and Joseph M. Napolitano, Senior Vice President and Chief Administrative Officer |
|
Incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. |
|
|
|
|
|
10.5* |
|
Form of Assignments and Assumptions of Carried Interest with respect to the Company's Long-Term Incentive Alignment Program |
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Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015. |
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10.6* |
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Form of Omnibus Amendment to the Series of Assignments and Assumptions of Carried Interest with respect to the Company's Long-Term Incentive Alignment Program |
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Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015. |
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10.7* |
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Form of Class B Unit Grant Agreement with respect to the Company's Long-Term Incentive Alignment Program |
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Filed herewith |
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10.8* |
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Form of Long-Term Incentive Plan Award Agreement (Time-Based Only) (Chief Executive Officer) |
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Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020. |
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10.9* |
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Form of Long-Term Incentive Plan Award Agreement (Time-Based) (SVP/EVP) |
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Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024. |
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10.10* |
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Form of Long-Term Incentive Plan Award Agreement (Time and Performance Based) (SVP/EVP) |
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Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024. |
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10.11* |
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Form of Long-Term Incentive Plan Award Agreement (Time and Performance Based) (Chief Executive Officer) |
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Incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. |
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10.12 |
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Third Amendment to Third Amended and Restated Credit Agreement, dated as of May 29, 2025, by and among Acadia Realty Limited Partnership, Acadia Realty Trust, Bank of America, N.A., as administrative agent, Wells Fargo Bank, National Association, Truist Bank, and PNC Bank, National Association, as syndication agents, BofA Securities, Inc. and Wells Fargo Securities, LLC, as joint bookrunners, and BofA Securities, Inc., Wells Fargo Securities, LLC, Truist Securities, Inc. and PNC Capital Markets LLC, as joint lead arrangers, and the lenders and letter of credit issuers party thereto |
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Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. |
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129
Exhibit |
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Description |
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Method of Filing |
10.13 |
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Consent and Second Amendment, dated September 12, 2024, to the Third Amended and Restated Credit Agreement, dated April 15, 2024, by and among Acadia Realty Limited Partnership, Acadia Realty Trust, Bank of America, N.A., as administrative agent, Wells Fargo Bank, National Association, Truist Bank, and PNC Bank, National Association, as syndication agents, BofA Securities, Inc. and Wells Fargo Securities, LLC, as joint bookrunners, and BofA Securities, Inc., Wells Fargo Securities, LLC, Truist Securities, Inc. and PNC Capital Markets LLC, as joint lead arrangers, and the lenders and letter of credit issuers party thereto. |
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Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 13, 2024. |
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10.14* |
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Amended and Restated Acadia Realty Trust 2020 Share Incentive Plan |
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Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023. |
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19.1 |
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Compensation Recovery Policy, Adopted November 2, 2023 |
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Incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. |
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19.2 |
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Insider Trading Policy, Adopted November 2, 2023 |
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Incorporated by reference to Exhibit 19.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. |
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21.1 |
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List of Subsidiaries of Acadia Realty Trust |
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Filed herewith |
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23.1 |
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Consent of Registered Public Accounting Firm, Deloitte & Touche LLP |
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Filed herewith |
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31.1 |
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Certification of Chief Executive Officer pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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Filed herewith |
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31.2 |
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Certification of Chief Financial Officer pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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Filed herewith |
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32.1 |
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Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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Furnished herewith |
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130
Exhibit |
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Description |
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Method of Filing |
32.2 |
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Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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Furnished herewith |
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99.1 |
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Amended and Restated Agreement of Limited Partnership Agreement dated July 23, 2019 |
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Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019. |
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99.2 |
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Certificate of Designation of Series A Preferred Operating Partnership Units of Limited Partnership Interest of Acadia Realty Limited Partnership |
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Incorporated by reference to Exhibit 10.1(C) to the Company’s Annual Report on Form 10-K filed for the year ended December 31, 1999. |
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101.INS |
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XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
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Filed herewith |
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101.SCH |
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Inline XBRL Taxonomy Extension Schema with Embedded Linkbases Document |
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Filed herewith |
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104 |
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Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
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Filed herewith |
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ITEM 16. Form 10-K SUMMARY.
None.
131
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
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ACADIA REALTY TRUST |
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(Registrant) |
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By: |
/s/ Kenneth F. Bernstein |
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Kenneth F. Bernstein |
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Chief Executive Officer, |
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President and Trustee |
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By: |
/s/ John Gottfried |
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John Gottfried |
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Executive Vice President and |
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Chief Financial Officer |
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By: |
/s/ David Buell |
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David Buell |
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Senior Vice President and |
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Chief Accounting Officer |
Dated: February 13, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature |
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Title |
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Date |
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/s/ Kenneth F. Bernstein |
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Chief Executive Officer, President and Trustee (Principal Executive Officer) |
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February 13, 2026 |
(Kenneth F. Bernstein) |
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/s/ John Gottfried |
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Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
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February 13, 2026 |
(John Gottfried) |
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/s/ David Buell |
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Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) |
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February 13, 2026 |
(David Buell) |
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/s/ Mark A. Denien |
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Trustee |
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February 13, 2026 |
(Mark A. Denien) |
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/s/ Kenneth A. McIntyre |
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Trustee |
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February 13, 2026 |
(Kenneth A. McIntyre) |
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/s/ William T. Spitz |
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Trustee |
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February 13, 2026 |
(William T. Spitz) |
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/s/ Lynn Thurber |
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Trustee |
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February 13, 2026 |
(Lynn C. Thurber) |
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/s/ Lee S. Wielansky |
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Trustee |
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February 13, 2026 |
(Lee S. Wielansky) |
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/s/ Hope B. Woodhouse |
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Trustee |
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February 13, 2026 |
(Hope B. Woodhouse) |
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/s/ C. David Zoba |
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Trustee |
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February 13, 2026 |
(C. David Zoba) |
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132
FAQ
What is Acadia Realty Trust (AKR) and what markets does it target?
How many properties does Acadia Realty Trust (AKR) own or have interests in?
How much debt does Acadia Realty Trust (AKR) report in its 2025 10-K?
What capital-raising programs does Acadia Realty Trust (AKR) describe?
How much did Acadia Realty Trust (AKR) invest in acquisitions during 2025?
What are key risk factors Acadia Realty Trust (AKR) emphasizes in its 10-K?
How many employees does Acadia Realty Trust (AKR) have and how is its workforce structured?
