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SAUL CENTERS, INC.

For the period ended Dec 31, 2025. Filed Feb 27, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 27, 2026

BFS$28.81+0.9%Stored close · as of Nov 9, 2026

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Notes to Consolidated Financial Statements

  1. Organization, Basis of Presentation

Saul Centers, Inc. (“Saul Centers”) was incorporated under the Maryland General Corporation Law on June 10, 1993, and operates as a real estate investment trust (a “REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). The Company is required to annually distribute at least 90% of its REIT taxable income (excluding net capital gains) to its stockholders and meet certain organizational and other requirements. Saul Centers has made and intends to continue to make regular quarterly distributions to its stockholders. Saul Centers, together with its wholly owned subsidiaries and the limited partnerships of which Saul Centers or one of its subsidiaries is the sole general partner, are referred to collectively as the “Company.” B. Francis Saul II serves as Chairman of the Board of Directors and Chief Executive Officer of Saul Centers.

Saul Centers was formed to continue and expand the shopping center business previously owned and conducted by the B. F. Saul Real Estate Investment Trust (the “Saul Trust”), the B. F. Saul Company and certain other affiliated entities, each of which is controlled by B. Francis Saul II and his family members (collectively, the “Saul Organization”). On August 26, 1993, members of the Saul Organization transferred to Saul Holdings Limited Partnership, a newly formed Maryland limited partnership (the “Operating Partnership”), andtwo newly formed subsidiary limited partnerships (the “Subsidiary Partnerships,” and collectively with the Operating Partnership, the “Partnerships”), Shopping Centers and Mixed-Used Properties, and the management functions related to the transferred properties. Since its formation, the Company has developed and purchased additional properties.

The Company, which conducts all of its activities through its subsidiaries, the Operating Partnership and Subsidiary Partnerships, engages in the ownership, operation, management, leasing, acquisition, renovation, expansion, development and financing of community and neighborhood shopping centers and mixed-used properties, primarily in the Washington, DC/Baltimore metropolitan area.

As of December 31, 2025, the Company’s properties (the “Current Portfolio Properties”) consisted of 50 shopping center properties (the “Shopping Centers”), nine mixed-use properties, which are comprised of office, retail and multi-family residential uses (the “Mixed-Use Properties”) andthree (non-operating) land and development properties.

Because the properties are located primarily in the Washington, DC/Baltimore metropolitan area, a disproportionate economic downturn in the local economy would have a greater negative impact on our overall financial performance than on the overall financial performance of a company with a portfolio that is more geographically diverse. A majority of the Shopping Centers are anchored by one or more major tenants. As of December 31, 2025,34 of the Shopping Centers were anchored by a grocery store and offer primarily day-to-day necessities and services. One retail tenant, Giant Food (4.5%), a tenant at 11 Shopping Centers, individually accounted for 2.5% or more of the Company’s total revenue for the year ended December 31, 2025.

The accompanying consolidated financial statements of the Company include the accounts of Saul Centers and its subsidiaries, including the Operating Partnership and Subsidiary Partnerships, which are majority owned by Saul Centers. Substantially all assets and liabilities of the Company as of December 31, 2025 and December 31, 2024, are comprised of the assets and liabilities of the Operating Partnership. The debt arrangements which are subject to recourse are described in Note 5. All significant intercompany balances and transactions have been eliminated in consolidation.

The Operating Partnership is a variable interest entity (“VIE”) of the Company because the limited partners do not have substantive kick-out or participating rights. The Company is the primary beneficiary of the Operating Partnership because it has the power to direct the activities of the Operating Partnership and the rights to absorb 68.6% of the net income of the Operating Partnership. Because the Operating Partnership is consolidated into the financial statements of the Company, the identification of it as a VIE has no impact on the consolidated financial statements of the Company.

  1. Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. (“GAAP”) requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The most significant estimates and assumptions relate to impairment of real estate properties and collectability of operating lease receivables. Actual results could differ from those estimates.

Real Estate Investment Properties

Real estate investment properties are stated at historic cost less depreciation. Although the Company intends to own its real estate investment properties over a long term, from time to time it will evaluate its market position, market conditions, and other factors and may elect to sell properties that do not conform to the Company’s investment profile. Management believes that the Company’s real estate assets have generally appreciated in value since their acquisition or development and, accordingly, the aggregate current value exceeds their aggregate net book value and also exceeds the value of the Company’s liabilities as reported in the financial statements. Because the financial statements are prepared in conformity with GAAP, they do not report the current value of the Company’s real estate investment properties.

If there is an event or change in circumstance that indicates a potential impairment in the value of a real estate investment property, the Company prepares an analysis to determine whether the carrying amount of the real estate investment property exceeds its estimated fair value. The Company considers both quantitative and qualitative factors including recurring operating losses, significant decreases in occupancy, and significant adverse changes in legal factors and business climate. If impairment indicators are present, the Company compares the projected cash flows of the property over its remaining useful life, on an undiscounted basis, to the carrying amount of that property. The Company assesses its undiscounted projected cash flows based upon estimated capitalization rates, historic operating results and market conditions that may affect the property. If the carrying amount is greater than the undiscounted projected cash flows, the Company would recognize an impairment loss equivalent to an amount required to adjust the carrying amount to its then estimated fair value. The fair value of any property is sensitive to the actual results of any of the aforementioned estimated factors, either individually or taken as a whole. Should the actual results differ from management’s projections, the valuation could be negatively or positively affected. The Company did not recognize an impairment loss on any of its real estate in 2025, 2024, or 2023.

Depreciation is calculated using the straight-line method and estimated useful lives of generally between 35 and 50 years for base buildings, or a shorter period if management determines that the building has a shorter useful life, and up to 20 years for certain other improvements that extend the useful lives. Leasehold improvements expenditures are capitalized when certain criteria are met, including when the Company supervises construction and will own the improvements. Tenant improvements are amortized, over the shorter of the lives of the related leases or the useful life of the improvement, using the straight-line method. Depreciation expense, which is included in Depreciation and amortization of deferred leasing costs in the Consolidated Statements of Operations, for the years ended December 31, 2025, 2024, and 2023, was $54.8 million, $46.4 million, and $44.2 million, respectively. Repairs and maintenance expense totaled $23.3 million, $18.8 million, and $15.5 million for 2025, 2024, and 2023, respectively, and is included in property operating expenses in the accompanying consolidated financial statements.

Assets Held for Sale

The Company considers properties to be assets held for sale when all of the following criteria are met:

management commits to a plan to sell a property;

it is unlikely that the disposal plan will be significantly modified or discontinued;

the property is available for immediate sale in its present condition;

actions required to complete the sale of the property have been initiated;

sale of the property is probable and the Company expects the completed sale will occur within one year; and

the property is actively being marketed for sale at a price that is reasonable given its current market value.

The Company must determine when it is probable that a sale will be consummated, which generally occurs when an executed sales contract has no contingencies and the prospective buyer has significant funds at risk to ensure performance. Upon designation as an asset held for sale, the Company records the carrying amount of each property at the lower of its carrying amount or its estimated fair value, less estimated costs to sell, and ceases depreciation. As of December 31, 2025 and 2024, the Company had no assets designated as held for sale.

Revenue Recognition

We lease Shopping Centers and Mixed-Use Properties to lessees in exchange for monthly payments that cover rent, and where applicable, reimbursement for property taxes, insurance, and certain property operating expenses. Our leases were determined to be operating leases and generally range in term fromone to 15 years.

Some of our leases have termination options and/or extension options. Termination options allow the lessee to terminate the lease prior to the end of the lease term, provided certain conditions are met. Termination options generally require advance notification from the lessee and payment of a termination fee. Termination fees are recognized as revenue over the modified lease term. Extension options are subject to terms and conditions stated in the lease.

Rental and interest income are accrued as earned. Recognition of rental income commences when control of the space has been given to the tenant. When rental payments due under leases vary from a straight-line basis because of free rent periods or stepped increases, income is recognized on a straight-line basis. Expense recoveries represent a portion of property operating expenses billed to the tenants, including common area maintenance, real estate taxes and other recoverable costs. Upon adoption of Accounting Standards Update (“ASU”) 2016-02, we made a policy election not to separate lease and nonlease components and have accounted for each lease component and the related nonlease components together as a single component. Expense recoveries are recognized in the period in which the expenses are incurred. Rental income based on a tenant’s revenue (“percentage rent”) is accrued when a tenant reports sales that exceed a specified breakpoint, pursuant to the terms of their respective leases.

Accounts Receivable, Accrued Income, and Allowance for Doubtful Accounts

Accounts receivable are primarily comprised of rental and reimbursement billings due from tenants, and straight-line rent receivables representing the cumulative amount of adjustments necessary to present rental income on a straight-line basis. Individual leases are assessed for collectability and, upon the determination that the collection of rents is not probable, accrued rent and accounts receivable are charged off, and the charge off is reflected as an adjustment to rental revenue. Revenue from leases where collection is not probable is recorded on a cash basis until collectability is determined to be probable. We also assess whether operating lease receivables, at the portfolio level, are appropriately valued based upon an analysis of balances outstanding, effects of tenant bankruptcies, historical levels of bad debt and current economic trends. Evaluating and estimating uncollectable lease payments and related receivables requires a significant amount of judgment by management and is based on the best information available to management at the time of evaluation.

Deferred Leasing Costs

Deferred leasing costs primarily consist of initial direct costs incurred in connection with successful property leasing and amounts attributed to in place leases associated with acquired properties. Such amounts are capitalized and amortized, using the straight-line method, over the term of the lease or the remaining term of an acquired lease. Initial direct costs primarily consist of leasing commissions, costs paid to external third-party brokers, and internal lease commissions that are incremental to obtaining a lease and would not have been incurred if the lease had not been obtained. Unamortized deferred costs are charged to expense if the applicable lease is terminated prior to expiration of the initial lease term. Collectively, deferred leasing costs totaled $25.8 million and $25.9 million, net of accumulated amortization of approximately $57.5 million and $56.1 million, as of December 31, 2025 and 2024, respectively. Amortization expense, which is included in Depreciation and amortization of deferred leasing costs in the Consolidated Statements of Operations, totaled approximately $4.0 million, $4.1 million, and $4.2 million, for the years ended December 31, 2025, 2024, and 2023, respectively. Amortization of tenant lease incentives, included as a reduction of rental revenue in the Consolidated Statements of Operations, totaled $0.5 million, $0.4 million, and $0.2 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Cash and Cash Equivalents

Cash and cash equivalents include short-term investments. Short-term investments include money market accounts and other investments that generally mature within three months, measured from the acquisition date, and/or are readily convertible to cash. Substantially all of the Company’s cash balances at December 31, 2025 are held in accounts at various banks. From time to time the Company may maintain deposits with financial institutions in amounts in excess of federally insured limits. The Company has not experienced any losses on such deposits and believes it is not exposed to any significant credit risk on those deposits.

Deferred Income

Deferred income consists of payments received from tenants prior to the period they are earned and recognized by the Company as revenue, including tenant prepayment of rent for future periods, expense recoveries related to real estate taxes when the taxing jurisdiction has a fiscal year differing from the calendar year reimbursements specified in the lease agreement and tenant construction work provided by the Company. In addition, deferred income includes unamortized balances that represent the fair value of certain below market leases determined as of the date of acquisition.

Derivative Financial Instruments

The Company may, when appropriate, employ derivative instruments, such as interest-rate swaps, to mitigate the risk of interest rate fluctuations. The Company does not enter into derivative or other financial instruments for trading or speculative purposes. Derivative financial instruments are carried at fair value as either assets or liabilities on the consolidated balance sheets. For those derivative instruments that qualify, the Company may designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge or a cash flow hedge. Derivative instruments that are designated as a hedge are evaluated to ensure they continue to qualify for hedge accounting. The effective portion of any gain or loss on the hedge instruments is reported as a component of accumulated other comprehensive income (loss) and recognized in earnings within the same line item associated with the forecasted transaction in the same period or periods during which the hedged transaction affects earnings. Any ineffective portion of the change in fair value of a derivative instrument is immediately recognized in earnings. For derivative instruments that do not meet the criteria for hedge accounting, or that qualify and are not designated, changes in fair value are immediately recognized in earnings.

Income Taxes

The Company made an election to be treated, and intends to continue operating so as to qualify, as a REIT under the Code, commencing with its taxable year ended December 31, 1993. A REIT generally will not be subject to federal income taxation, provided that distributions to its stockholders equal or exceed its REIT taxable income and complies with certain other requirements. Therefore, no provision has been made for federal income taxes in the accompanying consolidated financial statements.

As of December 31, 2025, the Company had no material unrecognized tax benefits and there exist no potentially significant unrecognized tax benefits which are reasonably expected to occur within the next twelve months. The Company recognizes penalties and interest accrued related to unrecognized tax benefits, if any, as general and administrative expense. No penalties and interest have been accrued in years 2025, 2024, and 2023. The tax basis of the Company’s real estate investments was approximately $2.05 billion and $1.85 billion as of December 31, 2025 and 2024, respectively. With few exceptions, the Company is no longer subject to U.S. federal, state, and local tax examinations by tax authorities for years before 2022.

Legal Contingencies

The Company is subject to various legal proceedings and claims that arise in the ordinary course of business, which are generally covered by insurance. Upon determination that a loss is probable to occur and can be reasonably estimated, the estimated amount of the loss is recorded in the financial statements.

Recently Issued Accounting Standards

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segments Disclosures” (“ASU 2023-07”). ASU 2023-07 enhances disclosures of significant segment expenses and other segment items regularly provided to the chief operating decision maker, extends certain annual disclosures to interim periods and permits more than one measure of segment profit (loss) to be reported under certain conditions. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Retrospective adoption to all periods presented is required. The adoption of ASU 2023-07 had no impact on our financial position or results of operations and the enhanced disclosures are included in note 15.

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," as amended by ASU 2025-01, ("ASU 2024-03"). ASU 2024-03 requires public business entities to provide additional disclosures that disaggregate certain income statement expense captions into specified categories. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is evaluating the impact that ASU 2024-03 will have on its financial position or results of operations and disclosures.

In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270) Narrow-Scope Improvements” (“ASU 2025-11”), which requires entities that present interim financial statements to follow clarified guidance on the form, content, and required disclosures of those interim financial statements, including disclosure of events since the end of the last annual reporting period that have a material impact on the entity. The amendments in ASU 2025-11 will be effective for interim periods within annual periods beginning after December 15, 2027. Early adoption is permitted and is effective on either a prospective basis or retrospective basis. The Company is currently assessing the impact of the new requirements.

Reclassifications

Certain reclassifications have been made to prior years to conform to the presentation used for the year ended December 31, 2025.

  1. Real Estate

Construction in Progress

Construction in progress includes land, preconstruction and development costs of active projects. Preconstruction costs include legal, zoning and permitting costs and other project carrying costs incurred prior to the commencement of construction. Development costs include direct construction costs and indirect costs incurred subsequent to the start of construction such as architectural, engineering, construction management and carrying costs consisting of interest, real estate taxes and insurance.

The following table shows the components of construction in progress.

(In thousands)December 31, 2025December 31, 2024
Twinbrook Quarter - Other (1)$86,516$84,662
Ashland Square Phase II (2)12,620—
Hampden House (3)776217,537
Twinbrook Quarter Phase I - Retail/Residential (4)6589,664
Other9,38014,330
Total$109,950$326,193
(1)Other includes infrastructure and site work necessary to support current and future development phases, and includes capitalized interest of $5.6 million and $5.4 million, as of December 31, 2025 and December 31, 2024, respectively.(2)Includes capitalized interest of $0.3 million as of December 31, 2025.(3)Includes capitalized interest of $0.1 million and $20.8 million, as of December 31, 2025 and December 31, 2024, respectively. (4)Includes capitalized interest of $48,000 and $0.6 million, as of December 31, 2025 and December 31, 2024, respectively.

During the year ended December 31, 2025, including capitalized interest, $258.1 million relating to Hampden House, $13.9 million relating to Twinbrook Quarter Phase I - Retail/Residential and $1.1 million relating to Twinbrook Quarter - Other were placed in service.

During the year ended December 31, 2024, including capitalized interest, $299.5 million relating to Twinbrook Quarter Phase I - Retail/Residential and $46.0 million relating to Twinbrook Quarter - Other were placed in service.

Allocation of Purchase Price of Real Estate Acquired

The Company allocates the purchase price of real estate investment properties to various components, such as land, buildings and intangibles related to in-place leases and customer relationships, based on their relative fair values.

The gross carrying amount of lease acquisition costs included in deferred leasing costs as of December 31, 2025 and 2024 was $9.0 million and $9.4 million, respectively, and accumulated amortization was $8.2 million and $8.4 million, respectively. Amortization expense totaled, $0.1 million, $0.2 million and $0.3 million, for the years ended December 31, 2025, 2024, and 2023, respectively. The gross carrying amount of below market lease intangible liabilities included in deferred income as of December 31, 2025 and 2024 was $14.7 million and $21.8 million, respectively, and accumulated amortization was $11.4 million and $18.0 million, respectively. Accretion income totaled $0.6 million, $0.9 million, and $1.3 million, for the years ended December 31, 2025, 2024, and 2023, respectively. The gross carrying amount of above market lease intangible assets included in accounts receivable as of December 31, 2025 and 2024 was $0.6 million and $0.6 million, respectively, and accumulated amortization was $293,500 and $260,600, respectively. Amortization expense totaled $32,900, $32,900 and $32,900, for the years ended December 31, 2025, 2024, and 2023, respectively. The remaining weighted-average amortization period as of December 31, 2025 is 8.37 years,9.42 years, and 6.41 years for lease acquisition costs, above market leases and below market leases, respectively.

As of December 31, 2025, scheduled amortization of intangible assets and deferred income related to in place leases is as follows:

(In thousands)Lease acquisition costsAbove market leasesBelow market leases
2026$126$33$507
202711933507
202811733507
202910333225
20309333176
Thereafter2791451,328
Total$837$310$3,250
  1. Noncontrolling Interests - Holders of Convertible Limited Partnership Units in the Operating Partnership

Saul Centers is the sole general partner of the Operating Partnership, owning a 68.6% common interest as of December 31, 2025. Noncontrolling interest in the Operating Partnership is comprised of limited partnership units owned by the Saul Organization and a third-party. Noncontrolling interest reflected on the accompanying consolidated balance sheets is increased for earnings allocated to limited partnership interests and distributions reinvested in additional units, and is decreased for limited partner distributions. Noncontrolling interest reflected on the consolidated statements of operations represents earnings allocated to limited partnership interests.

The Saul Organization holds a 30.1% limited partnership interest in the Operating Partnership represented by 10,615,771 limited partnership units, as of December 31, 2025. The units are convertible into shares of Saul Centers’ common stock, at the option of the unit holder, on aone-for-one basis provided that, in accordance with the Saul Centers, Inc. Articles of Incorporation, the rights may not be exercised at any time that the Saul Organization beneficially owns, directly or indirectly, in the aggregate more than 39.9% of the value of the outstanding common stock and preferred stock of Saul Centers (the “Equity Securities”). As of December 31, 2025, approximately 1,349,000 units were eligible for conversion.

As of December 31, 2025, a third-party investor holds a 1.3% limited partnership interest in the Operating Partnership represented by 469,740 convertible limited partnership units. At the option of the unit holder, these units are convertible into shares of Saul Centers’ common stock on aone-for-one basis; provided that, in lieu of the delivery of Saul Centers' common stock, Saul Centers may, in its sole discretion, deliver cash in an amount equal to the value of such Saul Centers' common stock.

The impact of the Saul Organization’s 30.1% and the third party's 1.3% limited partnership interest in the Operating Partnership is reflected as Noncontrolling Interests in the accompanying consolidated financial statements. Weighted average fully diluted partnership units and common stock outstanding for the years ended December 31, 2025, 2024, and 2023, were 35.0 million,34.5 million, and 34.1 million, respectively.

The Company previously issued 708,035 limited partnership units related to the contribution of Twinbrook Quarter that were held in escrow and released on October 18, 2023.

  1. Notes Payable, Bank Credit Facility, Interest and Amortization of Deferred Debt Costs

The principal amount of outstanding debt totaled $1.63 billion at December 31, 2025, of which $1.44 billion was fixed rate debt and $189.0 million was variable rate debt outstanding under the Credit Facility.

The principal amount of the Company’s outstanding debt totaled $1.55 billion at December 31, 2024, of which $1.37 billion was fixed rate debt and $187.0 million was variable rate debt outstanding under the Existing Credit Facility.

On July 30, 2025, the Company refinanced its existing $525.0 million (the “Existing Credit Facility”) comprised of a $425.0 million revolving credit facility (the “Existing Revolving Credit Facility”) and a $100.0 million term loan (the “Existing Term Loan”). The Company’s new $600.0 million credit facility (the "New Credit Facility") is comprised of a $460.0 million revolving credit facility (the "New Revolving Credit Facility") and a $140.0 million term loan (the " New Term Loan"). Except as set forth in the summary below, the terms of the New Credit Facility are substantially the same as the terms of the Existing Credit Facility.

(Dollars in thousands) · New Credit Facility · Existing Credit Facility
New Term Loan · New Revolving Credit Facility · Total · Existing Term Loan · Existing Revolving Credit Facility · Total
Facility Size$140,000$460,000$600,000$100,000$425,000$525,000
MaturityJuly 28, 2028July 30, 2029February 26, 2027August 29, 2025
ExtensionTwo for one year eachOne for one yearNoneOne for one year
Interest RateSOFRSOFRSOFR+0.10%SOFR+0.10%
Spread1.30% to 1.90%1.35% to 1.95%1.30% to 1.90%1.35% to 1.95%
Issue Letters of CreditYesYes
GuaranteeSaul Centers and certain subsidiaries of the Operating PartnershipSaul Centers and certain subsidiaries of the Operating Partnership

On December 31, 2025, based on the value of the Company’s unencumbered properties calculated in accordance with the terms of the New Credit Facility, approximately $96.2 million was available under the New Credit Facility, $289.0 million was outstanding and approximately $185,000 was committed for letters of credit. As of December 31, 2025, the applicable spread for borrowings was 140 basis points related to the New Revolving Credit Facility and 135 basis points related to the New Term Loan.

On December 31, 2024, based on the value of the Company's unencumbered properties calculated in accordance with the terms of the Existing Credit Facility, approximately $134.5 million was available and undrawn under the Existing Credit Facility, $287.0 million was outstanding and approximately $185,000 was committed for letters of credit. As of December 31, 2024, the applicable spread for borrowings was 140 basis points related to the Existing Revolving Credit Facility and 135 basis points related to the Existing Term Loan.

On August 23, 2022, the Company entered intotwo floating-to-fixed interest rate swap agreements to manage the interest rate risk associated with $100.0 million of its variable-rate debt. Each swap agreement became effective October 3, 2022 and each has a $50.0 million notional amount. One agreement terminates on October 1, 2027 and effectively fixes SOFR at 2.96%. The other agreement terminates on October 1, 2030 and effectively fixes SOFR at 2.91%. Because the interest-rate swaps effectively fix SOFR for $100.0 million of variable-rate debt, unless otherwise indicated, $100.0 million of variable-rate debt is treated as fixed-rate debt for disclosure purposes. The Company has designated the agreements as cash flow hedges for accounting purposes.

As of December 31, 2025 and 2024, the fair value of the interest-rate swaps totaled approximately $1.4 million and $4.1 million, respectively, and is included in Other assets in the Consolidated Balance Sheets. The increase in value from inception of the swaps is reflected in Other Comprehensive Income in the Consolidated Statements of Comprehensive Income.

On December 17, 2025, the Company closed on a 15-year, non-recourse, $46.0 million mortgage secured by Lansdowne Town Center. The loan matures in 2041, bears interest at a fixed-rate of 5.74%, requires monthly principal and interest payments of $289,100 based on a 25-year amortization schedule and requires a final payment of $26.6 million at maturity. Proceeds were used to reduce the outstanding balance of the New Credit Facility.

On December 15, 2025, the Company closed on a 14-year, non-recourse, $15.0 million mortgage secured by Ravenwood. The loan matures in 2040, bears interest at a fixed-rate of 5.58%, requires monthly principal and interest payments of $92,800 based on a 25-year amortization schedule and requires a final payment of $9.2 million at maturity. Proceeds were used to repay the remaining balance of approximately $10.0 million on the existing mortgage and reduce the outstanding balance of the New Credit Facility.

On December 18, 2024, the Company closed on a 15-year, non-recourse, $50.0 million mortgage secured by Ashburn Village Shopping Center. The loan matures in 2040, bears interest at a fixed-rate of 5.47%, requires monthly principal and interest payments of $306,100 based on a 25-year amortization schedule and requires a final principal payment of $28.4 million at maturity. Proceeds were used to repay the remaining balance of approximately $20.5 million on the existing mortgage and reduce the outstanding balance of the Company’s Existing Credit Facility.

On September 24, 2024, the Company closed on a 15-year, $70.0 million mortgage secured by Thruway Shopping Center. The loan matures in 2039, bears interest at a fixed-rate of 6.41%, requires monthly principal and interest payments of $468,700 based on a 25-year amortization schedule and requires a final principal payment of $41.7 million at maturity. Proceeds were used to reduce the outstanding balance of the Company’s Existing Credit Facility.

On May 28, 2024, the Company closed on a 13.4-year, non-recourse, $100.0 million mortgage secured by Avenel Business Park, Leesburg Pike Plaza, and White Oak Shopping Center. The loan matures in 2037, bears interest at a fixed-rate of 6.38%, requires monthly principal and interest payments of $686,300 based on a 23.4-year amortization schedule and requires a final principal payment of $61.5 million at maturity. Proceeds were used to repay the remaining balance of approximately $51.2 million on the existing mortgages secured by the properties and reduce the outstanding balance of the Company’s Existing Credit Facility. The loan is cross-collateralized and coterminous with the mortgage secured by Beacon Center and Seven Corners Center.

On March 8, 2023, the Company closed on a 10-year, non-recourse, $15.3 million mortgage secured by BJ’s Wholesale Club in Alexandria, Virginia. The loan matures in 2033, bears interest at a fixed-rate of 6.07%, requires monthly principal and interest payments of $99,200 based on a 25-year amortization schedule and requires a final principal payment of $11.7 million at maturity. Proceeds were used to repay the remaining balance of approximately $9.3 million on the existing mortgage and reduce the outstanding balance of the Company’s Existing Credit Facility.

On February 23, 2022, the Company closed on a $133.0 million construction-to-permanent loan, the proceeds of which are being used to partially fund Hampden House. The loan matures in 2040, bears interest at a fixed rate of 3.90%, and requires interest only payments, which will be funded by the loan, until conversion to permanent. The conversion is expected in 2026, and thereafter, monthly principal and interest payments based on a 25-year amortization schedule will be required. As of December 31, 2025, the balance of the loan was $115.4 million, net of unamortized deferred debt costs.

On November 19, 2021, the Company closed on a $145.0 million construction-to-permanent loan, the proceeds of which are being used to partially fund Twinbrook Quarter Phase I. The loan matures in 2041, bears interest at a fixed rate of 3.83%, and requires interest only payments, which will be funded by the loan, until conversion to permanent. The conversion is expected in the fourth quarter of 2026 and, thereafter, monthly principal and interest payments based on a 25-year amortization schedule will be required. As of December 31, 2025, the balance of the loan was $139.3 million, net of unamortized deferred debt costs.

Saul Centers and certain consolidated subsidiaries of the Operating Partnership have guaranteed the payment obligations of the Operating Partnership under the New Credit Facility. The Operating Partnership is the guarantor of a portion of the Thruway mortgage (totaling $17.5 million of the $68.6 million outstanding balance at December 31, 2025).

The Company provides a repayment guaranty of 100% of the loan secured by Twinbrook Quarter during construction and lease-up. Such guaranty is expected to be reduced in the future as the development achieves certain metrics. As of December 31, 2025, the loan balance and the amount guaranteed were $141.6 million. The Company also provides the lender with a 100% construction completion guaranty.

The Company provides a limited repayment guaranty of $26.6 million during construction and lease-up for the loan secured by Hampden House. Such guaranty is expected to be reduced in the future as the development achieves certain metrics. As of December 31, 2025, the loan balance was $117.9 million. The Company also provides the lender with a 100% construction completion guaranty.

All other notes payable are non-recourse.

The carrying amount of the properties collateralizing the mortgage notes payable totaled $1.6 billion and $1.6 billion, as of December 31, 2025 and 2024, respectively. The Company’s New Credit Facility requires the Company and its subsidiaries to maintain certain financial covenants, which are summarized below. The Company was in compliance as of December 31, 2025.

limit the amount of debt as a percentage of gross asset value, as defined in the loan agreement, to less than 60% (leverage ratio);

limit the amount of debt so that interest coverage will exceed 2.0 x on a trailing four-quarter basis (interest expense coverage); and

limit the amount of debt so that interest, scheduled principal amortization and preferred dividend coverage exceeds 1.4 x on a trailing four-quarter basis (fixed charge coverage).

Mortgage notes payable totaling $2.0 million at each of December 31, 2025 and 2024, are guaranteed by a member of the Saul Organization.

As of December 31, 2025, the scheduled maturities of all debt including scheduled principal amortization for years ended December 31 are as follows:

(In thousands) · BalloonPayments · ScheduledPrincipalAmortization · Total
2026$134,088$24,202$158,290
2027—35,65435,654
2028157,811(1)36,809194,620
2029174,514(2)37,496212,010
203023,78137,00260,783
Thereafter667,177297,284964,461
Principal amount$1,157,371$468,4471,625,818
Unamortized deferred debt costs24,016
Net$1,601,802
(1)Includes $140.0 million outstanding under the New Term Loan.(2)Includes $149.0 million outstanding under the New Revolving Credit Facility

Deferred Debt Costs

Deferred debt costs consist of fees and costs incurred to obtain long-term financing, construction financing and the New Credit Facility. These fees and costs are being amortized on a straight-line basis over the terms of the respective loans or agreements, which approximates the effective interest method. Deferred debt costs totaled $24.0 million and $20.1 million, net of accumulated amortization of $9.9 million and $11.2 million at December 31, 2025 and 2024, respectively, and are reflected as a reduction of the related debt in the Consolidated Balance Sheets.

The components of interest expense are set forth below.

Year ended December 31,
(In thousands)202520242023
Interest incurred$77,001$74,359$66,717
Amortization of deferred debt costs2,9612,3532,250
Capitalized interest(9,255)(22,857)(19,519)
Interest expense70,70753,85549,448
Less: Interest income(159)(159)(295)
Interest expense, net and amortization of deferred debt costs$70,548$53,696$49,153

Deferred debt costs capitalized during the years ended December 31, 2025, 2024 and 2023 totaled $7.0 million, $3.5 million and $0.4 million, respectively.

  1. Lease Agreements

Lease income includes primarily base rent arising from noncancelable leases. Base rent (including straight-line rent) for the years ended December 31, 2025, 2024, and 2023, amounted to $237.4 million, $216.6 million, and $208.3 million, respectively. Future contractual payments under noncancelable leases for years ending December 31 (which exclude the effect of straight-line rents), are as follows:

(In thousands)
2026$185,032
2027177,721
2028156,307
2029129,645
2030107,236
Thereafter387,733
$1,143,674

The majority of the leases provide for rental increases based on fixed annual increases or increases in the Consumer Price Index and expense recoveries based on increases in operating expenses. The expense recoveries generally are payable in equal installments throughout the year based on estimates, with adjustments made in the succeeding year. Expense recoveries for the years ended December 31, 2025, 2024, and 2023, amounted to $44.3 million, $40.8 million and $37.1 million, respectively. In addition, certain retail leases provide for percentage rent based on sales in excess of the minimum specified in the tenant’s lease. Percentage rent amounted to $1.8 million, $1.9 million, and $1.8 million, for the years ended December 31, 2025, 2024, and 2023, respectively.

  1. Long-term Lease Obligations

Flagship Center consists oftwo developed outparcels that are part of a larger adjacent community shopping center formerly owned by the Saul Organization and sold to an affiliate of a tenant in 1991. The Company has a 90-year ground leasehold interest, which commenced in September 1991, with a minimum rent ofone dollar per year. Countryside Marketplace was acquired in February 2004. Because of certain land use considerations, approximately 3.4% of the underlying land is held under a 99-year ground lease. The lease requires the Company to pay minimum rent ofone dollar per year as well as its pro-rata share of the real estate taxes.

The Company’s corporate headquarters space is leased by a member of the Saul Organization. The lease commenced in March 2002 and expires in February 2027. The Company and the Saul Organization entered into a Shared Services Agreement whereby each party pays an allocation of total rental payments based on a percentage proportionate to the number of employees employed by each party. The Company’s rent expense for the years ended December 31, 2025, 2024, and 2023 was $876,600, $847,600, and $871,300, respectively. Expenses arising from the lease are included in general and administrative expense (see Note 9 – Related Party Transactions).

On February 28, 2022, the lease was extended for an additional period of 60 months. In conjunction with the lease extension, aright of use asset and corresponding lease liability was recognized of $3.8 million and $3.8 million, respectively. The right of use asset and corresponding lease liability totaled $0.9 million and $1.0 million, respectively, at December 31, 2025.

  1. Equity and Noncontrolling Interests

The Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023 reflect noncontrolling interests of $11.7 million, $17.1 million, and $16.3 million, respectively, representing income attributable to limited partnership units not held by Saul Centers.

At December 31, 2025 and 2024, the Company had outstanding 3.0 million depositary shares, each representing 1/100th of a share of 6.125% Series D Cumulative Redeemable Preferred Stock (the “Series D Stock”). The depositary shares are redeemable at the Company’s option, in whole or in part, at the $25.00 liquidation preference, plus accrued but unpaid dividends to but not including the redemption date. The depositary shares pay an annual dividend of $1.53125 per share, equivalent to 6.125% of the $25.00 liquidation preference. The Series D Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption and is not convertible into any other securities of the Company except in connection with certain changes in control or delisting events. Investors in the depositary shares generally have no voting rights, but will have limited voting rights if the Company fails to pay dividends for six or more quarters (whether or not declared or consecutive) and in certain other events.

At December 31, 2025 and 2024, the Company had outstanding 4.4 million depositary shares, each representing 1/100th of a share of 6.00% Series E Cumulative Redeemable Preferred Stock (the “Series E Stock”). The depositary shares are redeemable at the Company’s option, in whole or in part, at the $25.00 liquidation preference, plus accrued but unpaid dividends to but not including the redemption date. The depositary shares pay an annual dividend of $1.50 per share, equivalent to 6.00% of the $25.00 liquidation preference. The Series E Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption and is not convertible into any other securities of the Company except in connection with certain changes in control or delisting events. Investors in the depositary shares generally have no voting rights, but will have limited voting rights if the Company fails to pay dividends for six or more quarters (whether or not declared or consecutive) and in certain other events.

Per Share Data

Per share data for net income (basic and diluted) is computed using weighted average shares of common stock. Convertible limited partnership units and employee stock options are the Company’s potentially dilutive securities. For all periods presented, the convertible limited partnership units are non-dilutive. The following table sets forth, for the indicated periods, weighted averages of the number of common shares outstanding, basic and diluted, the effect of dilutive options and the number of options that are not dilutive because the average price of the Company’s common stock was less than the exercise prices. The treasury stock method was used to measure the effect of the dilution.

December 31,
(Shares in thousands)202520242023
Weighted average common shares outstanding - Basic24,21824,12424,051
Weighted average effect of dilutive options172
Weighted average effect of dilutive unvested restricted stock awards1911—
Weighted average common stock outstanding - Diluted24,23824,14224,053
Average share price$33.47$38.51$37.47
Non-dilutive options as of period end1,0889981,602
Years non-dilutive options were issued as of period end2016 through 20232015 through 20222014 through 2022
  1. Related Party Transactions

The Chairman and Chief Executive Officer, the President and Chief Operating Officer, the Executive Vice President-Chief Legal and Administrative Officer and the Executive Vice President-Chief Accounting Officer and Treasurer of the Company are also officers of various members of the Saul Organization and their management time is shared with the Saul Organization. Their annual compensation is fixed by the Compensation Committee of the Board of Directors, with the exception of the Executive Vice President-Chief Accounting Officer and Treasurer whose share of annual compensation allocated to the Company is determined by the shared services agreement (described below).

The Company participates in a multiemployer 401K plan with entities in the Saul Organization which covers those full-time employees who meet the requirements as specified in the plan. Company contributions, which are included in general and administrative expense or property operating expenses in the consolidated statements of operations, at the discretionary amount of up to 6% of the employee’s cash compensation, subject to certain limits, were $433,600, $431,500, and $425,300, for 2025, 2024, and 2023, respectively. All amounts deferred by employees and contributed by the Company are fully vested.

The Company also participates in a multiemployer nonqualified deferred compensation plan with entities in the Saul Organization which covers those full-time employees who meet the requirements as specified in the plan. According to the plan, which can be modified or discontinued at any time, participating employees defer 2% of their compensation in excess of a specified amount and the Company matches those deferrals up tothree times the amount deferred by employees. The Company’s expense, included in general and administrative expense, totaled $374,100, $324,100, and $390,400, for the years ended December 31, 2025, 2024, and 2023, respectively. All amounts deferred by employees and the Company are fully vested. The cumulative unfunded liability under this plan was $2.9 million and $2.5 million, at December 31, 2025 and 2024, respectively, and is included in accounts payable, accrued expenses and other liabilities in the consolidated balance sheets.

The Company has entered into a shared services agreement (the “Agreement”) with the Saul Organization that provides for the sharing of certain personnel and ancillary functions such as information technology, payroll services, human resources and benefits administration, accounting services, and in-house legal services. The method for determining the cost of the shared services is provided for in the Agreement and is based upon head count, estimates of usage or estimates of time incurred, as applicable. Senior management has determined that the final allocations of shared costs are reasonable. The terms of the Agreement and the payments made thereunder are reviewed annually by the Audit Committee of the Board of Directors, which consists entirely of independent directors. Net billings by the Saul Organization for the Company’s share of these ancillary costs and expenses for the years ended December 31, 2025, 2024, and 2023, which included rental expense for the Company’s headquarters lease (see Note 7. Long Term Lease Obligations), totaled $12.0 million, $11.4 million, and $10.6 million, respectively. The amounts are expensed when incurred and are primarily reported as general and administrative expenses or capitalized to specific development projects in these consolidated financial statements. As of December 31, 2025 and 2024, accounts payable, accrued expenses and other liabilities included $1.3 million and $1.2 million, respectively, representing billings due to the Saul Organization for the Company’s share of these ancillary costs and expenses.

The B. F. Saul Insurance Agency of Maryland, Inc., a subsidiary of the B. F. Saul Company and a member of the Saul Organization, is a general insurance agency that receives commissions and counter-signature fees in connection with the Company’s insurance program. Such commissions and fees amounted to approximately $573,300, $449,300, and $562,800, for the years ended December 31, 2025, 2024, and 2023, respectively.

  1. Stock-based Employee Compensation, Stock Option Plans, and Deferred Compensation Plan for Directors

In 2004, the Company established a stock incentive plan (the “Options Plan”), as amended. Under the Options Plan, options were granted at an exercise price not less than the market value of the common stock on the date of grant and expireten years from the date of grant. Officer options vest ratably over four years following the grant and are charged to expense using the straight-line method over the vesting period. Director options vest immediately and are charged to expense as of the date of grant. The Options Plan was replaced with the Incentive Plan (discussed below) during May 2024.

The Company uses the fair value method to value and account for employee stock options. The fair value of options granted is determined at the time of each award using the Black-Scholes model, a widely used method for valuing stock-based employee compensation, and the following assumptions: (1) Expected Volatility determined using the most recent trading history of the Company’s common stock (month-end closing prices) corresponding to the average expected term of the options; (2) Average Expected Term of the options is based on prior exercise history, scheduled vesting and the expiration date; (3) Expected Dividend Yield determined by management after considering the Company’s current and historic dividend yield rates, the Company’s yield in relation to other retail REITs and the Company’s market yield at the grant date; and (4) a Risk-free Interest Rate based upon the market yields of U.S. Treasury obligations with maturities corresponding to the average expected term of the options at the grant date. The Company amortizes the value of options granted ratably over the vesting period and includes the amounts as compensation expense in general and administrative expenses.

Effective May 12, 2023, the Compensation Committee granted options to purchase 253,500 shares (31,509 incentive stock options and 221,991 nonqualified stock options) to 18 Company officers and 12 Company Directors (the “2023 Options”), which expire on May 11, 2033. The officers’ 2023 Options vest 25% per year over four years and are subject to early expiration upon termination of employment. The directors’ 2023 Options were immediately exercisable. The exercise price of $33.79 per share was the closing market price of the Company’s common stock on the date of award. Using the Black-Scholes model, the Company determined the total fair value of the 2023 Options to be $1.4 million, of which $1.2 million and $195,900 were assigned to the officer options and director options, respectively. Because the directors’ options vested immediately, the entire $195,900 was charged to expense as of the date of grant. The expense for the officers’ options is being recognized as compensation expense monthly during thefour years the options vest.

The following table summarizes the assumptions used in the valuation of the 2023 option grants. During the years ended December 31, 2025, 2024, and 2023 stock option expense totaling $0.5 million, $0.7 million, and $1.0 million, respectively, was included in general and administrative expense in the Consolidated Statements of Operations. As of December 31, 2025, the estimated future expense related to unvested stock options was $0.4 million.

DirectorsOfficers
Grant dateMay 12, 2023May 12, 2023
Exercise price$33.79$33.79
Fair value per option$6.53$6.06
Volatility0.3190.288
Expected life (years)5.07.0
Assumed yield4.94%4.96%
Risk-free rate3.45%3.45%

The table below summarizes the option activity for the years 2025, 2024, and 2023:

202520242023
SharesWeightedAverageExercisePriceSharesWeightedAverageExercisePriceSharesWeightedAverageExercisePrice
Outstanding at January 11,183,000$48.551,820,000$49.411,768,375$51.28
Granted————253,50033.79
Exercised——(10,625)33.79——
Expired/Forfeited(87,500)51.07(626,375)51.29(201,875)46.20
Outstanding December 311,095,50048.351,183,00048.551,820,00049.41
Exercisable at December 31966,37549.56943,25050.641,370,12552.02

The intrinsic value of stock options outstanding or exercisable measures the price difference between the options' exercise price and the closing share price quoted by the New York Stock Exchange as of the date of measurement. There were no options exercised in 2025 and 2023. There were 10,625 options exercised in 2024. The intrinsic value of options exercised in 2024 was $58,200. The intrinsic value of options outstanding and exercisable at year end 2025 were both zero. The intrinsic value of options outstanding and exercisable at year end 2024 was $0.9 million and $0.3 million, respectively. At December 31, 2025, the final trading day of calendar 2025, the closing price of $31.53 per share was used for the calculation of aggregate intrinsic value of options outstanding and exercisable at that date. The weighted average remaining contractual life of the Company’s exercisable and outstanding options at December 31, 2025 are 4.0 and 4.3 years, respectively.

On May 17, 2024, following shareholder approval, the Company established the Saul Centers, Inc. 2024 Stock Incentive Plan (the “Incentive Plan”), under which various equity incentives may be granted. Grants are split between time-vested and performance-based depending on to whom they are granted. Grants of time-vested restricted stock awards to officers will vest on an annual basis over five years. The performance-based restricted stock awards granted to officers will vest on the fifth anniversary of the award’s grant date. The performance measurement for the performance-based awards is the Company’s annual actual funds from operations compared to the annual funds from operations target established by the Board. Performance-based awards are earned on a sliding scale from 50% to 150% of the number of shares granted as the Company’s actual funds from operations scales from 90% to 110% of the Board’s established target, with a minimum result of 90% of the target required for the award to vest. Grants of time-vested restricted stock awards to non-employee directors vest on an annual basis over three years.

The Company uses the fair value method to value and account for restricted stock awards. The fair value of granted restricted stock is determined at the time of the grant using a discounted cash flow analysis, and the following assumptions: (1) Expected Dividend Yield determined by management after considering the Company’s current and historic dividend yield, the Company’s yield in relation to other retail REITs and the Company’s market yield at the grant date; (2) the closing price of the Company’s common stock on the date of the grant; (3) estimated forfeitures; and (4) a present value discount rate equal to the Expected Dividend Yield. The Company amortizes the value of granted restricted stock ratably over the vesting period and includes the amounts as compensation expense in general and administrative expenses. For accounting purposes, (a) time-vested restricted stock awards are granted on the date the Board authorizes the grant and (b) performance-based restricted stock awards are granted on the date the Board establishes the performance target.

Dividends on restricted stock awards will accrue commencing on the grant date and will be paid when the underlying shares vest. Restricted stock awards are measured at fair value, adjusted for estimated forfeitures and estimated or actual results of the Company compared to the Board-established targets. The cost of restricted stock compensation is charged to expense ratably from the grant date through the vesting date and will be adjusted periodically for changes in forfeiture estimates and, for performance-based awards, estimated or actual results of the Company compared to the Board-established targets.

The following table summarizes the 2025 restricted stock awards:

Directors · Officers
Grant dateMay 9, 2025May 9, 2025December 4, 2025
Target shares of restricted stock16,00071,40011,900
Change in awards based on performance—5,950—
Closing price per share$33.03$33.03$29.92
Grant-date fair value per share30.3830.3726.35

The following table summarizes the 2024 restricted stock awards:

Directors · Officers
Grant dateMay 20, 2024May 17, 2024December 5, 2024December 4, 2025
Target shares of restricted stock18,00070,20011,70011,700
Change in awards based on performance—5,8505,850—
Closing price per share$37.52$38.10$40.35$29.92
Grant-date fair value per share34.6335.2736.1326.82

During the years ended December 31, 2025 and 2024, restricted stock compensation expense totaled $1.3 million and $0.5 million, respectively, which was included in general and administrative expense in the Consolidated Statement of Operations. As of December 31, 2025, the estimated future expense related to unvested restricted stock awards that are granted for accounting purposes was approximately $5.5 million.

The table below summarizes the restricted stock activity for the year ended December 31, 2025:

Number of SharesWeighted Average Grant - Date Fair Value Per Share
Outstanding at January 1105,750$35.20
Granted111,00029.57
Vested(17,036)35.07
Change in awards based on performance11,80033.23
Forfeited(5,333)33.04
Outstanding at December 31206,18132.12
Authorized future grants59,100

The total vesting date fair value of restricted stock that vested during year ended December 31, 2025 was $0.6 million.

During the years ended December 31, 2025 and 2024, the Company recognized approximately $1.8 million and $1.2 million, respectively, of stock-based compensation expense, inclusive of both stock options and restricted stock. As of December 31, 2025, estimated future stock-based compensation expense related to unvested awards that are granted for accounting purposes under both plans is approximately $5.9 million. On a weighted-average basis, this expense is expected to be recognized over the next 3.5 years.

Pursuant to the Incentive Plan, the Compensation Committee established a Deferred Compensation Plan for Directors for the benefit of the Company’s directors and their beneficiaries, which replaced a previous Deferred Compensation and Stock Plan for Directors. Annually, directors are given the ability to make an election to defer all or part of their fees and have the option to have their fees paid in cash, in shares of common stock or in a combination of cash and shares of common stock upon separation from the Board of Directors. If a director elects to their have fees paid in stock, fees earned during a calendar quarter are aggregated and divided by the closing market price of the Company’s common stock on the last trading day of the current quarter to determine the number of shares to be credited to the director. During the twelve months ended December 31, 2025,13,661 shares were credited to director's deferred fee accounts and 39,086 shares were issued. As of December 31, 2025, the director's deferred fee accounts total 100,492 shares.

The Company has adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers, and employees, or the Company itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the listing standards applicable to the Company (the “Insider Trading Policy”).

  1. Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses and floating rate debt are reasonable estimates of their fair value. The aggregate fair value of the notes payable with fixed-rate payment terms was determined using Level 2 data in a discounted cash flow approach, which is based upon management’s estimate of borrowing rates and loan terms currently available to the Company for fixed rate financing, would be approximately $1.24 billion and $1.10 billion as of December 31, 2025 and 2024, respectively, compared to the principal balances of $1.44 billion and $1.37 billion at December 31, 2025 and 2024, respectively. A change in any of the significant inputs may lead to a change in the Company’s fair value measurement of its debt.

  1. Derivatives and Hedging Activities

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount

The change in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During 2025 and 2024, such derivatives were used to hedge the variable cash flows associated with certain variable-rate debt.

Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the next twelve months, the Company estimates that approximately $0.4 million will be reclassified from other comprehensive income and reflected as a decrease to interest expense.

The Company carries its interest-rate swaps at fair value. The Company has determined the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy with the exception of the impact of counter-party risk, which was determined using Level 3 inputs and is not significant. Derivative instruments are classified within Level 2 of the fair value hierarchy because their values are determined using third-party pricing models that contain inputs that are derived from observable market data. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit spreads, measure of volatility, and correlations of such inputs.

The table below details the fair value and location of the interest rate swaps as of December 31, 2025 and 2024.

Fair Values of Derivative Instruments
December 31,
(In thousands)20252024
Derivative InstrumentBalance Sheet LocationFair ValueBalance Sheet LocationFair Value
Interest rate swapsOther Assets$1,350Other Assets$4,093

The table below details the location in the financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges for the years ended December 31, 2025, 2024, and 2023. All gains and losses reclassified from Other Comprehensive Income (“OCI”) into income were recognized within interest expense, net and amortization of deferred debt costs for the periods presented.

The Effect of Hedge Accounting on OCI
December 31,
(In thousands)202520242023
Amount of gain (loss) recognized in OCI$(1,414)$3,618$900
Amount of gain reclassified from OCI into income$(1,329)$(2,267)$(2,120)
  1. Commitments and Contingencies

Neither the Company nor the Current Portfolio Properties are subject to any material litigation, nor, to management’s knowledge, is any material litigation currently threatened against the Company, other than routine litigation and administrative proceedings arising in the ordinary course of business. Management believes that these items, individually or in the aggregate, will not have a material adverse impact on the Company or the Current Portfolio Properties.

  1. Distributions

In December 1995, the Company established a Dividend Reinvestment and Stock Purchase Plan (the “Plan”), to allow its stockholders and holders of limited partnership interests an opportunity to buy additional shares of common stock by reinvesting all or a portion of their dividends or distributions. The Plan provides for investing in newly issued shares of common stock at a 3% discount from market price without payment of any brokerage commissions, service charges or other expenses. All expenses of the Plan are paid by the Company. The Operating Partnership also maintains a similar dividend reinvestment plan that mirrors the Plan, which allows holders of limited partnership interests the opportunity to buy either additional limited partnership units or common stock shares of the Company.

The Company paid common stock distributions of $2.36 per share in 2025, $2.36 per share in 2024, and $2.36 per share in 2023, Series D preferred stock dividends of $1.53, $1.53 and $1.53, respectively, per depositary share in 2025, 2024, and 2023, and Series E preferred stock dividends of $1.50, $1.50, and $1.50, respectively, per depositary share in 2025, 2024, and 2023. Of the common stock dividends paid, $0.62 per share, $1.69 per share, and $1.75 per share, represented ordinary dividend income in 2025, 2024, and 2023, respectively, and $1.74 per share, $0.67 per share, and $0.61 per share represented return of capital to the shareholders in 2025, 2024, and 2023, respectively. All of the preferred dividends paid represented ordinary dividend income.

The following summarizes distributions paid during the years ended December 31, 2025, 2024, and 2023, and includes activity in the Plan as well as limited partnership units issued from the reinvestment of unit distributions:

Total Distributions to · Dividend Reinvestments
(Dollars in thousands, except per share amounts) · PreferredStockholders · CommonStockholders · LimitedPartnershipUnitholders · CommonStock SharesIssued · DiscountedShare Price · Limited Partnership Units Issued · Average Unit Price
4th Quarter$2,798$14,273$6,42448,102$28.78197,908$28.89
3rd Quarter2,79914,3446,31720,49931.31180,93431.43
2nd Quarter2,79814,2636,21119,04031.36179,70031.47
1st Quarter2,79914,2676,18416,90435.4745,32635.94
Total 2025$11,194$57,147$25,136104,545603,868
4th Quarter$2,798$14,252$6,16016,143$38.3941,248$38.90
3rd Quarter2,79914,2156,13615,99238.9640,03939.49
2nd Quarter2,79814,2216,11017,08635.1143,69635.59
1st Quarter2,79914,2065,93016,00737.71306,51238.30
Total 2024$11,194$56,894$24,33665,228431,495
4th Quarter$2,798$14,195$5,48617,854$33.3544,500$33.83
3rd Quarter2,79914,1925,48614,68937.75——
2nd Quarter2,79814,1645,48615,58734.92——
1st Quarter2,79914,1715,48613,22941.06——
Total 2023$11,194$56,722$21,94461,35944,500

In December 2025, the Board of Directors of the Company authorized a distribution of $0.59 per common share payable in January 2026 to holders of record on January 15, 2026. As a result, $13.0 million was paid to common shareholders on January 30, 2026. Also, $6.5 million was paid to limited partnership unit holders on January 30, 2026 ($0.59 per Operating Partnership unit). The Board of Directors authorized preferred stock dividends of (a) $0.3750 per Series E depositary share and (b) $0.3828 per Series D depositary share to holders of record on January 2, 2026. As a result, $2.8 million was paid to preferred shareholders on January 15, 2026. These amounts are reflected as a reduction of stockholders’ equity in the case of common stock and preferred stock dividends and noncontrolling interests deductions in the case of limited partner distributions and are included in dividends and distributions payable in the accompanying consolidated financial statements.

  1. Business Segments

The Company’s operating segments conform with our method of internal reporting and the way the Chief Executive Officer, who is also the Chief Operating Decision Maker (“CODM”), evaluates financial results, allocates resources and manages the business. The Company has identified each property as an operating segment. The properties have been aggregated intotwo reportable business segments: Shopping Centers and Mixed-Use Properties. The accounting policies of the segments are the same as those described in the summary of significant accounting policies (see Note 2). All properties within each segment generate similar types of revenues and expenses related to tenant rent, expense reimbursements and operating expenses. Although services are provided to a variety of tenants, the types of services provided to them are similar within each segment. The properties within each reportable segment have similar economic characteristics, and the nature of the products and services provided to our tenants and the method to distribute such services are consistent throughout each reportable segment. Certain reclassifications have been made to prior year information to conform to the 2024 presentation.

The CODM measures and evaluates the performance of our operating segments based on property net operating income (“NOI”), and considers this metric when allocating operating and capital resources to each segment. NOI includes property revenue and other revenue and deducts property operating expenses and real estate taxes. Total property revenue includes most components of rental revenue, except straight-line rent and above and below market lease amortization, plus parking revenues and lease termination fee revenue. NOI also excludes interest expense, depreciation and amortization, general and administrative expense, and gains and losses.

The following tables summarize property net operating income and total assets for each of our reportable segments:

Shopping · Mixed-Use
(In thousands) · Centers · Properties · Total
Revenue:
Total property revenue$187,615$92,184$279,799
Revenue adjustments (1)10,044
Total revenue$289,843
Expenses:
Real estate taxes(19,456)(12,990)
Repairs & maintenance(15,161)(8,092)
Other expenses (2)(10,883)(17,898)
Property net operating income$142,115$53,204$195,319
Non-segment items:
Interest expense, net and amortization of deferred debt costs(70,548)
Depreciation and amortization of deferred leasing costs(58,784)
General and administrative(26,932)
Revenue adjustments (1)10,044
Gain on disposition of property120
Net income$49,219
Capital investment$27,306$68,508$95,814
Total assets per segment$902,561$1,248,803$2,151,364
Other assets (3)11,314
Total assets$2,162,678
Shopping · Mixed-Use
(In thousands) · Centers · Properties · Total
Revenue:
Total property revenue$186,205$89,621$275,826
Revenue adjustments (1)(6,979)
Total revenue$268,847
Expenses:
Real estate taxes(19,469)(10,873)
Repairs & maintenance(11,872)(6,899)
Other expenses (2)(10,165)(12,783)
Property net operating income$144,699$59,066$203,765
Non-segment items:
Interest expense, net and amortization of deferred debt costs(53,696)
Depreciation and amortization of deferred leasing costs(50,502)
General and administrative(25,066)
Revenue adjustments (1)(6,979)
Gain on disposition of property181
Net income$67,703
Capital investment$18,010$170,723$188,733
Total assets per segment$903,141$1,206,655$2,109,796
Other assets (3)16,608
Total assets$2,126,404
Revenue:
Total property revenue$178,547$77,994$256,541
Revenue adjustments (1)666
Total revenue$257,207
Expenses:
Real estate taxes(18,808)(10,842)
Repairs & maintenance(9,320)(6,181)
Other expenses (2)(10,356)(11,632)
Property net operating income$140,063$49,339$189,402
Non-segment items:
Interest expense, net and amortization of deferred debt costs(49,153)
Depreciation and amortization of deferred leasing costs(48,430)
General and administrative(23,459)
Revenue adjustments (1)666
Net income (loss)$69,026
Capital investment$16,491$187,190$203,681
Total assets per segment$918,089$1,057,332$1,975,421
Other assets (3)18,716
Total assets$1,994,137

(1) Revenue adjustments are straight-line base rent and above/below market lease amortization.

(2) Other expenses include payroll, utilities, insurance, legal, parking, advertising, and other.

(3) Other assets include cash on hand, swap assets, and an operating lease right of use asset.

  1. Subsequent Events

The Company has reviewed all events and transactions for the period subsequent to December 31, 2025, and determined there are no subsequent events required to be disclosed.

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