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44,910 LTIP units granted to Acadia Realty (NYSE: AKR) senior VP

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Acadia Realty Trust senior vice president Joseph Napolitano reported an award of 44,910 LTIP Units in Acadia Realty Limited Partnership on February 18, 2026. These long-term incentive partnership units are exchangeable 1:1 into Common Units and then 1:1 into Acadia common shares, with no conversion expiration.

After this grant, Napolitano holds 258,436 LTIP Units directly. According to the award terms, 14,461 LTIP Units vest in five equal installments starting on January 6, 2027, while 30,449 vest in three equal installments starting on the same date and are subject to a two-year post-vesting hold. Vesting generally requires continued employment, and the Compensation Committee has approved accelerating these awards on or about April 1, 2026 in connection with his expected retirement. The reported total excludes LTIP Units from the company’s outperformance plan, which vest based on relative shareholder return and same-property income performance.

Positive

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Negative

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SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Napolitano Joseph

(Last) (First) (Middle)
C/O ACADIA REALTY TRUST
411 THEODORE FREMD AVE

(Street)
RYE NY 10580

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ACADIA REALTY TRUST [ AKR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Sr. VP
3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
LTIP Units(1) $0 02/18/2026 02/18/2026 A 44,910 (2)(3) (2)(3) Common Shares of Beneficial Interests 44,910 $0 258,436 D
Explanation of Responses:
1. Represents long-term incentive partnership units ("LTIP Units") in Acadia Realty Limited Partnership ("ARLP"). The LTIPs are exchangeable on a 1:1 basis for common partnership units of ARLP ("Common Units") which in turn, are exchangeable on a 1:1 basis for common shares of beneficial interest of Acadia Realty Trust. There is no expiration date for the conversion of LTIP Units or Common Units.
2. On February 18, 2026, Mr. Napolitano was awarded these restricted LTIP Units in ARLP. Of the 44,910 LTIP Units granted to Mr. Napolitano, (i) 14,461 will vest in equal amounts on January 6, 2027 and on each of the first, second, third and fourth anniversaries thereof, and (ii) 30,449 will vest in equal amounts on January 6, 2027 and on each of the first and second anniversaries thereof, and will be subject to a post-vesting two-year hold period; in each case, provided that Mr. Napolitano continues to be employed on the vesting date and subject to customary exceptions. In connection with Mr. Napolitano's expected retirement, the Company's Compensation Committee has approved the acceleration of these awards effective on or about April 1, 2026.
3. This figure excludes LTIP Units granted under the Company's outperformance plan, the vesting of which is subject to conditions, other than the passage of time and continued employment, which are not tied solely to the marked price of an equity security of the Company. The vesting conditions for the Company's outperformance plan relate to the Company's shareholder return relative to the total shareholder return of a basket of peer group companies and absolute performance of the Company's same-property income.
/s/ Joseph Napolitano 02/20/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did ACADIA REALTY TRUST insider Joseph Napolitano report on this Form 4 for AKR?

Joseph Napolitano reported receiving an award of 44,910 LTIP Units in Acadia Realty Limited Partnership. These units are long-term incentive awards that can eventually convert 1:1 into Acadia Realty Trust common shares, aligning his compensation with shareholder performance over time.

How and when do Joseph Napolitano’s 44,910 LTIP Units in AKR vest?

The 44,910 LTIP Units vest in two tranches with different schedules. 14,461 units vest in five equal installments beginning January 6, 2027, and 30,449 units vest in three equal installments starting the same date, followed by a two-year post-vesting holding period.

How many LTIP Units in ACADIA REALTY TRUST does Joseph Napolitano hold after this grant?

Following this award, Joseph Napolitano directly holds 258,436 LTIP Units. These long-term incentive partnership units are exchangeable into Common Units of Acadia Realty Limited Partnership and then into Acadia Realty Trust common shares on a 1:1 basis, with no expiration for conversion.

Are Napolitano’s reported LTIP Units in AKR tied to performance conditions?

The reported 44,910 LTIP Units primarily vest based on time and continued employment. The filing notes that this total excludes LTIP Units under the outperformance plan, where vesting depends on relative shareholder return and same-property income performance rather than solely time-based conditions.

Why are Joseph Napolitano’s AKR LTIP awards being accelerated around April 1, 2026?

The Compensation Committee approved accelerating these LTIP awards effective on or about April 1, 2026. This acceleration is connected to Napolitano’s expected retirement, allowing previously granted long-term incentive units to vest earlier than the original time-based schedule.

Can Joseph Napolitano’s AKR LTIP Units expire before conversion?

The LTIP Units described in the filing have no expiration date for conversion. They are exchangeable 1:1 into Common Units of the partnership and then 1:1 into Acadia Realty Trust common shares, giving long-term flexibility for potential conversion in the future.
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