Skip to main content

CAMDEN PROPERTY TRUST

For the period ended Jun 30, 2026. Filed Jul 31, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Jul 31, 2026

CPT$100.28+0.8%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

Item 2. "Results of Operations,"

Results of Operations

Changes in revenues and expenses related to our operating properties from period-to-period are due primarily to the performance of stabilized properties in the portfolio, the lease-up of newly-constructed properties, and the impact of acquisitions and dispositions.

Management considers property net operating income ("NOI") to be an appropriate supplemental measure of operating performance to net income because it reflects the operating performance of our communities without an allocation of corporate level property management overhead or general and administrative costs. We define NOI as total property revenue less total property operating expenses. NOI is further detailed in the Property-Level NOI table as seen below, and is not defined by accounting principles generally accepted in the United States of America ("GAAP") and should not be considered an alternative to net income as an indication of our operating performance. Additionally, NOI as disclosed by other REITs may not be comparable to our calculation.

Reconciliations of net income to NOI for the three and six months ended June 30, 2026 and 2025 are as follows:

Three Months EndedJune 30,Six Months EndedJune 30,
(in thousands)2026202520262025
Net income$20,706$82,594$65,080$123,361
Less: Fee and asset management income(3,131)(2,633)(5,274)(5,120)
Less: Interest and other income(129)(68)(382)(78)
Less: Income on deferred compensation plans(12,595)(8,350)(11,436)(9,548)
Plus: Property management expense10,1349,69920,39219,594
Plus: Fee and asset management expense1,8406412,5011,312
Plus: General and administrative expense22,34818,99637,05335,944
Plus: Interest expense41,42235,37578,78169,165
Plus: Depreciation and amortization expense157,134152,108307,134301,360
Plus: Expense on deferred compensation plans12,5958,35011,4369,548
Plus: Other non-operating expenses4002,18761,3053,947
Less: Gain on sale of operating property, including land—(47,293)(68,100)(47,293)
Plus: Income tax expense1,2761,2312,2141,790
Net operating income$252,000$252,837$500,704$503,982

Property-Level NOI(1)

Property NOI, as reconciled above, is detailed further into the following categories for the three and six months ended June 30, 2026 as compared to the same period in 2025:

($ in thousands) · Homes at · Three Months EndedJune 30, · Change · Six Months EndedJune 30, · Change
6/30/2026 · 2026 · 2025 · $ · % · 2026 · 2025 · $ · %
Property revenues:
Same store communities50,485$329,114$329,307$(193)(0.1)%$655,851$656,098$(247)—%
Non-same store communities5,20225,78718,9426,84536.149,09134,71714,37441.4
Development and lease-up communities1,5311,6462831,363*2,9273182,609*
Held-for-sale communities3,62034,46633,7716952.168,69267,2051,4872.2
Dispositions/Other—1,93114,206(12,275)(86.4)5,15628,736(23,580)(82.1)
Total property revenues60,838$392,944$396,509$(3,565)(0.9)%$781,717$787,074$(5,357)(0.7)%
Property expenses:
Same store communities50,485$121,687$118,878$2,8092.4%$238,359$233,770$4,5892.0%
Non-same store communities5,20210,0787,9802,09826.319,77014,7605,01033.9
Development and lease-up communities1,531604230374*1,179261918*
Held-for-sale communities3,62011,89711,1377606.823,27121,9261,3456.1
Dispositions/Other—(3,322)5,447(8,769)*(1,566)12,375(13,941)*
Total property expenses60,838$140,944$143,672$(2,728)(1.9)%$281,013$283,092$(2,079)(0.7)%
Property NOI:
Same store communities50,485$207,427$210,429$(3,002)(1.4)%$417,492$422,328$(4,836)(1.1)%
Non-same store communities5,20215,70910,9624,74743.329,32119,9579,36446.9
Development and lease-up communities1,5311,04253989*1,748571,691*
Held-for-sale communities3,62022,56922,634(65)(0.3)45,42145,2791420.3
Dispositions/Other—5,2538,759(3,506)(40.0)6,72216,361(9,639)(58.9)
Total property NOI60,838$252,000$252,837$(837)(0.3)%$500,704$503,982$(3,278)(0.7)%

(1) For 2026, same store communities are communities we wholly-owned and were stabilized since January 1, 2025, excluding communities under redevelopment and properties held for sale. Non-same store communities are stabilized communities not owned or stabilized since January 1, 2025, including communities under redevelopment and excluding properties held for sale. We define communities under redevelopment as communities with capital expenditures which improve a community's cash flow and competitive position through extensive unit, exterior building, common area, and amenity upgrades. Management believes same store information is beneficial as it allows both management and investors the ability to determine financial results over a particular period for the same set of communities. Development and lease-up communities are non-stabilized communities we have developed since January 1, 2025, excluding properties held for sale. Held-for-sale communities are communities and associated non-multifamily rental properties we wholly-owned and were stabilized since January 1, 2025, which met the held-for-sale criteria, but did not meet the criteria to be classified as discontinued operations. Dispositions/Other includes communities disposed of which are not classified as discontinued operations, non-multifamily rental properties not classified as held for sale, expenses related to land holdings not under active development, and other miscellaneous revenues and expenses, including net above or below-market leases, casualty-related expenses net of recoveries, and severance related costs.

Same Store Analysis

Same store property NOI decreased approximately $3.0 million and $4.8 million for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025.

The $3.0 million decrease in same store property NOI for the three months ended June 30, 2026 was primarily due to an increase in same store property expenses of approximately $2.8 million. This increase was primarily due to higher salaries and benefits of approximately $0.9 million, increased utilities of approximately $0.7 million, and higher real estate taxes of approximately $0.7 million. The increase was also due to higher marketing and leasing expense of approximately $0.4 million and higher insurance expense of approximately $0.2 million. The increase was partially offset by lower repair and maintenance expense of approximately $0.1 million.

The $4.8 million decrease in same store property NOI for the six months ended June 30, 2026 was primarily due to an increase in same store property expenses of approximately $4.6 million. This increase was primarily due to higher salaries and benefits of approximately $1.6 million, higher real estate taxes of approximately $1.4 million, and increased utilities of approximately $0.9 million. The increase was also due to higher marketing and leasing expense of approximately $0.6 million and increased general and administrative expense of approximately $0.3 million. These increases were partially offset by lower repair and maintenance expense of approximately $0.2 million.

Same store property revenues remained relatively unchanged for both periods, decreasing $0.2 million for each as compared to the same period in 2025, primarily due to lower rental rates, mostly offset by increases from our utility and ancillary income programs, changes to occupancy, and lower uncollectible revenues.

Non-same Store and Development and Lease-up Analysis

Property NOI from non-same store and development and lease-up communities increased approximately $5.7 million and $11.1 million for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025.

The increases were related to higher NOI from our non-same store communities of approximately $4.7 million and $9.4 million for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. The increases were primarily due to the acquisition of four operating properties in 2025 and five operating properties in 2026, as well as the stabilization of three operating properties during 2025.

The increases were also related to higher NOI from our development and lease-up communities of $1.0 million and $1.7 million for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. The increases were due to lease-up for one operating property which completed construction during the third quarter of 2025.

The following table details the changes, described above, relating to non-same store and development and lease-up NOI:

(in millions)For the three months ended June 30, 2026 as compared to 2025For the six months ended June 30, 2026 as compared to 2025
Property Revenues:
Revenues from acquisitions$6.2$12.8
Revenues from non-same store stabilized properties0.71.7
Revenues from development and lease-up properties1.42.6
Other non-same store(0.1)(0.1)
$8.2$17.0
Property Expenses:
Expenses from acquisitions$2.5$5.3
Expenses from non-same store stabilized properties(0.1)—
Expenses from development and lease-up properties0.40.9
Other non-same store(0.3)(0.3)
$2.5$5.9
Property NOI:
NOI from acquisitions$3.7$7.5
NOI from non-same store stabilized properties0.81.7
NOI from development and lease-up properties1.01.7
Other non-same store0.20.2
$5.7$11.1

Held-for-Sale Analysis

Held-for-sale property NOI decreased approximately $0.1 million for the three months ended June 30, 2026 and increased $0.1 million for the six months ended June 30, 2026, as compared to the same periods in 2025. During the three months ended June 30, 2026, the $0.1 million decrease was primarily driven by approximately $0.8 million of higher expenses, mostly offset by an increase in revenues of $0.7 million. The increase in expenses was primarily due to higher utilities and repairs and maintenance expenses. The increase in revenues was primarily due to higher rental rates, an increase from our utilities and ancillary income programs, and changes to occupancy. During the six months ended June 30, 2026, the $0.1 million increase was primarily driven by approximately $1.5 million of higher revenues, primarily offset by $1.4 million of increased expenses. The increase in revenues was primarily due to the same factors above, and was primarily offset by higher salaries and benefits, repairs and maintenance, utilities, and other property operating expenses.

Dispositions/Other Property Analysis

Dispositions/other property NOI decreased approximately $3.5 million and $9.6 million for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. The decreases were comprised of lower NOI related to dispositions of approximately $6.9 million and $13.4 million for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025, due to the seven dispositions completed in 2025 and one disposition completed during the six months ended June 30, 2026. The decreases were partially offset by higher other property NOI of approximately $3.4 million and $3.8 million for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. The increases were primarily due to higher casualty-related expense recoveries during the three and six months ended June 30, 2026 as compared to the same periods in 2025.

Non-Property Income

($ in thousands) · Three Months EndedJune 30, · Change · Six Months EndedJune 30, · Change
2026 · 2025 · $ · % · 2026 · 2025 · $ · %
Fee and asset management$3,131$2,633$49818.9%$5,274$5,120$1543.0%
Interest and other income129686189.738278304*
Income on deferred compensation plans12,5958,3504,24550.811,4369,5481,88819.8
Total non-property income$15,855$11,051$4,80443.5%$17,092$14,746$2,34615.9%

Fee and asset management income from construction and development activities at our third-party construction projects increased approximately $0.5 million and $0.2 million for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. The increases in fees were primarily due to higher third-party construction activity as compared to the same periods in 2025.

Interest and other income increased approximately $0.1 million and $0.3 million for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025, primarily attributable to higher interest income earned during 2026.

Our deferred compensation plans incurred income of approximately $12.6 million and $11.4 million during the three and six months ended June 30, 2026, respectively, and approximately $8.4 million and $9.5 million for the same periods in 2025, respectively. The changes were related to the performance of the investments held in deferred compensation plans for participants and was directly offset by the expense related to these plans, as discussed below.

Other Expenses

($ in thousands) · Three Months EndedJune 30, · Change · Six Months EndedJune 30, · Change
2026 · 2025 · $ · % · 2026 · 2025 · $ · %
Property management$10,134$9,699$4354.5%$20,392$19,594$7984.1%
Fee and asset management1,8406411,199*2,5011,3121,18990.6
General and administrative22,34818,9963,35217.637,05335,9441,1093.1
Interest41,42235,3756,04717.178,78169,1659,61613.9
Depreciation and amortization157,134152,1085,0263.3307,134301,3605,7741.9
Expense on deferred compensation plans12,5958,3504,24550.811,4369,5481,88819.8
Other non-operating expenses4002,187(1,787)(81.7)61,3053,94757,358*
Total other expenses$245,873$227,356$18,5178.1%$518,602$440,870$77,73217.6%

Property management expense, which represents regional supervision and accounting costs related to property operations, increased approximately $0.4 million and $0.8 million for the three and six months ended June 30, 2026 as compared to the same periods in 2025. The increases were primarily related to higher salaries, benefits, and incentive compensation costs. Property management expenses were approximately 2.6% and 2.4% of total property revenues for the three months ended June 30, 2026 and 2025, respectively, and were 2.6% and 2.5% of total property revenues for the six months ended June 30, 2026 and 2025, respectively.

Fee and asset management expenses from construction and development activities at our third-party projects increased approximately $1.2 million for each of the three and six months ended June 30, 2026, compared to the same periods in 2025, primarily due to increased third-party construction activity and higher other miscellaneous operating expenses.

General and administrative expense increased approximately $3.4 million and $1.1 million during the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. The increases were primarily driven by higher acquisition pursuit costs, together with higher salaries, benefits, and incentive compensation costs, and higher rental expense. The increase for the six months ended 2026 was partially offset by lower legal expenses resulting from approximately $5.0 million of legal recoveries received during the three months ended March 31, 2026 related to a construction litigation matter. General and administrative expenses were approximately 5.6% and 4.8% of total revenues for the three months ended June 30, 2026 and 2025, respectively, and were 4.7% and 4.5% of total revenues for the six months ended June 30, 2026 and 2025, respectively.

Interest expense increased approximately $6.0 million and $9.6 million for the three and six months ended June 30, 2026, as compared to the same periods in 2025. The increase for the three months ended June 30, 2026 was primarily due to increases in interest expense relating to the issuance of $600 million of 4.90% senior unsecured notes in February 2026 and the unsecured revolving credit facility due to higher average outstanding borrowings. These increases were partially offset by higher capitalized interest due to having higher average balances of assets under construction and lower variable-rate interest expense on the $500 million senior unsecured notes.

The $9.6 million increase in interest expense for the six months ended June 30, 2026, was primarily due to higher interest expense related to the February 2026 issuance of the $600 million senior unsecured notes and having higher average borrowings under the commercial paper program. These increases were partially offset by lower variable-rate interest expense on the $500 million senior unsecured notes, higher capitalized interest due to having higher average balances of assets under construction, and lower interest expense on the unsecured revolving credit facility due to lower interest rates during 2026 as compared to the same period in 2025.

Depreciation and amortization expense increased approximately $5.0 million and $5.8 million for the three and six months ended June 30, 2026 as compared to the same periods in 2025. The increases were primarily due to higher depreciation expense related to the acquisition of four operating properties during 2025 and five operating properties during 2026, as well as higher depreciation expense related to development properties placed in service during 2026. These increases were partially offset by lower depreciation expense resulting from the disposition of seven operating properties in 2025 and one operating property in February 2026.

Our deferred compensation plans recognized an expense of approximately $12.6 million and $11.4 million for the three and six months ended June 30, 2026, respectively, and approximately $8.4 million and $9.5 million during the three and six months ended June 30, 2025, respectively. The changes were related to the performance of the investments held in deferred compensation plans for participants and were directly offset by the income related to these plans, as discussed in the non-property income section above.

Other non‑operating expenses increased by $57.4 million for the six months ended June 30, 2026, as compared to the same period in 2025. The increase was primarily attributable to higher legal expenses associated with a $53.0 million legal settlement recognized during the three months ended March 31, 2026, together with increased costs associated with other litigation matters. On April 7, 2026, the Company entered into a binding term sheet to settle a class action legal matter, and the parties subsequently executed a definitive long-form settlement agreement, which received the required preliminary court approvals during the three months ended June 30, 2026, as disclosed in Note 9. "Commitments and Contingencies" to the condensed consolidated financial statements. The increase during the six months ended June 30, 2026 also reflects a $4.9 million impairment charge related to technology investments resulting from the permanent decline in estimated market conditions.

Other

Three Months EndedJune 30, · Change · Six Months EndedJune 30, · Change
($ in thousands)20262025$20262025$
Gain on sale of operating property, including land$—$47,293$(47,293)$68,100$47,293$20,807
Income tax expense$(1,276)$(1,231)$(45)$(2,214)$(1,790)$(424)

The gain on sale of operating property, including land recognized during the six months ended June 30, 2026, was primarily related to a $67.9 million gain from the disposition of one operating property located in Irving, Texas. The $47.3 million gain on sale during the three and six months ended June 30, 2025 was due to the disposition of one operating property located in Houston, Texas in June 2025.

Income tax expense increased approximately $0.4 million for the six months ended June 30, 2026 as compared to the same period in 2025. The increase was primarily driven by higher state and franchise income tax expenses during the six months ended June 30, 2026 primarily due to tax refunds recognized in the same period in 2025 related to tax legislation changes enacted in certain state jurisdictions in 2024.

Funds from Operations ("FFO"), Core FFO, and Core Adjusted FFO ("Core AFFO")

Management considers FFO, Core FFO, and Core AFFO to be appropriate supplementary measures of the financial performance of an equity REIT. The National Association of Real Estate Investment Trusts ("NAREIT") currently defines FFO as net income (calculated in accordance with GAAP), excluding depreciation and amortization related to real estate, gains and losses from the sale of certain real estate assets, gains and losses from change in control, impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity, and adjustments for unconsolidated joint ventures to reflect FFO on the same basis. Our calculation of diluted FFO also assumes conversion of all potentially dilutive securities, including certain non-controlling interests, which are convertible into common shares. We consider FFO to be an appropriate supplemental measure of operating performance because, by excluding gains and losses on dispositions of real estate, impairment write-downs of certain real estate assets, and depreciation, FFO can assist in the comparison of the operating performance of a company's real estate investments between periods or to different companies.

Core FFO represents FFO as further adjusted for items not considered part of our core business operations. We consider Core FFO to be a helpful supplemental measure of operating performance as it also excludes certain items which, by nature, are not comparable period over period and therefore tends to obscure actual operating performance. Our definition of Core FFO may differ from other REITs, and there can be no assurance our basis for computing this measure is comparable to other REITs.

Core AFFO is calculated utilizing Core FFO less recurring capitalized expenditures which are necessary to help preserve the value of and maintain the functionality at our communities. We also consider Core AFFO to be a useful supplemental measure because it is frequently used by analysts and investors to evaluate a REIT's operating performance between periods or different companies. Our definition of recurring capital expenditures may differ from other REITs, and there can be no assurance our basis for computing this measure is comparable to other REITs.

To facilitate a clear understanding of our consolidated historical operating results, we believe FFO, Core FFO, and Core AFFO should be examined in conjunction with net income attributable to common shareholders as presented in the condensed consolidated statements of income and comprehensive income and data included elsewhere in this report. FFO, Core FFO, and Core AFFO are not defined by GAAP and should not be considered alternatives to net income attributable to common shareholders as an indication of our operating performance. Additionally, FFO, Core FFO, and Core AFFO as disclosed by other REITs may not be comparable to our calculation.

Reconciliations of net income attributable to common shareholders to FFO, Core FFO, and Core AFFO for the three and six months ended June 30, 2026 and 2025 are as follows:

Three Months EndedJune 30,Six Months EndedJune 30,
($ in thousands)2026202520262025
Funds from operations
Net income attributable to common shareholders$18,790$80,670$61,239$119,492
Real estate depreciation and amortization153,451148,886299,841295,054
Gain on sale of operating property—(47,293)(67,878)(47,293)
Income allocated to non-controlling interests1,9161,9243,8413,869
Funds from operations$174,157$184,187$297,043$371,122
Casualty-related expenses, net of (recoveries)(3,729)(1,099)(3,479)(969)
Legal costs and settlements4122,31151,6044,183
Expensed transaction, development, and other pursuit costs4,2372,0826,0792,963
Investment losses——4,855—
Other miscellaneous items1766276
Core funds from operations$175,078$187,557$356,164$377,375
Less: recurring capitalized expenditures(30,142)(29,968)(46,292)(46,066)
Core adjusted funds from operations$144,936$157,589$309,872$331,309
Weighted average shares – basic102,342108,636103,577108,584
Incremental shares issuable from assumed conversion of:
Awards granted21394752
Common units1,5941,5941,5941,594
Weighted average shares – diluted103,957110,269105,218110,230

Liquidity and Capital Resources

Financial Condition and Sources of Liquidity

We intend to maintain a strong balance sheet and preserve our financial flexibility, which we believe should enhance our ability to identify and capitalize on investment opportunities as they become available. We intend to maintain what management believes is a conservative capital structure by:

extending and sequencing the maturity dates of our debt where practicable;

managing interest rate exposure using what management believes to be prudent levels of fixed and floating rate debt;

maintaining what management believes to be conservative coverage ratios; and

using what management believes to be a prudent combination of debt and equity.

Our interest expense coverage ratio, net of capitalized interest, was approximately 5.3 and 6.4 for the three months ended June 30, 2026 and 2025, respectively, and 5.6 and 6.6 for the months ended June 30, 2026 and 2025, respectively. This ratio is a method for calculating the amount of operating cash flows available to cover interest expense and is calculated by dividing interest expense for the period into the sum of property revenues and expenses, non-property income, and other expenses, after adding back depreciation, amortization, and interest expense. Approximately 90.9% and 90.2% of our properties were unencumbered at June 30, 2026 and 2025, respectively. Our weighted average maturity of debt was approximately 4.9 years at June 30, 2026.

We also intend to maintain or strengthen our capital and liquidity positions by continuing to focus on our core fundamentals, which currently are generating positive cash flows from operations, maintaining appropriate debt levels and leverage ratios, and controlling overhead costs.

Our primary source of liquidity is cash flows generated from operations. Other sources may include one or more of the following: availability under our unsecured revolving credit facility and commercial paper program, the use of debt and equity offerings under our automatic shelf registration statement, proceeds from property dispositions, equity issued from our ATM program, and other unsecured borrowings or secured mortgages. We believe our liquidity and financial condition are sufficient to meet all of our reasonably anticipated cash needs during the next twelve months from our filing date including:

normal recurring operating expenses;

current debt service requirements including scheduled debt maturities;

recurring and non-recurring capital expenditures;

funding of property developments, repositions, redevelopments, and acquisitions;

the minimum dividend payments required to maintain our REIT qualification under the Internal Revenue Code; and

funding share repurchases.

Factors which could increase or decrease our future liquidity include but are not limited to volatility in capital and credit markets, changes in costs, changes in governmental regulations, including tariffs and rent control or rent stabilization laws, sources of financing, the minimum REIT dividend requirements, our ability to complete asset purchases, sales, or developments, the effect our debt level and changes in credit ratings could have on our cost of funds, and our ability to access capital markets.

Cash Flows

The following is a discussion of our cash flows for the six months ended June 30, 2026 as compared to the same period in 2025.

Net cash from operating activities was approximately $359.7 million during the six months ended June 30, 2026 as compared to approximately $378.9 million for the same period in 2025. The decrease was primarily due to the $26.5 million payment relating to the Class Action Litigation, and the timing of real estate tax payments in 2026 as compared to 2025, partially offset by the timing of property insurance payments. See further discussion of our 2026 operations as compared to 2025 in"Results of Operations."

Net cash used in investing activities during the six months ended June 30, 2026 totaled approximately $618.8 million as compared to $473.5 million during the same period in 2025. Cash outflows during the six months ended June 30, 2026 primarily related to the acquisition of five operating properties for approximately $446.5 million and amounts paid for property development and capital improvements of approximately $239.9 million. These outflows were partially offset by net proceeds primarily due from the sale of one operating property of approximately $76.7 million. Cash outflows during the six months ended June 30, 2025 primarily related to the acquisition of three operating properties for approximately $334.2 million, and amounts paid for property development and capital improvements of approximately $195.2 million. These outflows were partially offset by net proceeds from the sale of one operating property of approximately $58.8 million. The increase in property development and capital improvements for the six months ended June 30, 2026, as compared to the same period in 2025, was primarily due to the acquisition of two land parcels for approximately $44.4 million. The property development and capital improvements during the six months ended June 30, 2026 and 2025, included the following:

Six Months EndedJune 30,
(in millions)20262025
Expenditures for new development$132.5$92.1
Capital expenditures50.448.4
Reposition expenditures42.541.7
Direct real estate taxes and capitalized interest and other indirect costs14.513.0
Total$239.9$195.2

Net cash provided by financing activities totaled approximately $280.5 million for the six months ended June 30, 2026 as compared to $106.9 million during the same period in 2025. Cash inflows during the six months ended June 30, 2026 primarily related to net proceeds of approximately $595.7 million from the issuance of $600.0 million senior unsecured notes in February 2026 and net proceeds of $357.0 million from our unsecured revolving credit facilities. These inflows were partially offset by $433.0 million used for common share repurchases and $227.1 million used for distributions to common shareholders and non-controlling interest holders. Cash inflows during the six months ended June 30, 2025 primarily related to net proceeds of approximately $514.8 million of borrowings from our commercial paper program. These inflows were partially offset by $229.5 million used for distributions to common shareholders and non-controlling interest holders and net payments of $178.0 million of borrowings from our unsecured revolving credit facility.

Financial Flexibility

In March 2026 we amended and restated our existing credit facility (the "Credit Agreement"), to among other things, remove a $300 million unsecured term loan facility with a delayed draw feature and extend the maturity date of our $1.2 billion unsecured revolving credit facility from August 2026 to March 2030, which may be extended at our option for two consecutive six-month periods. The Credit Agreement also continues to provide that, upon satisfaction of certain conditions, we may expand the facility up to three times by up to an additional $500.0 million in the aggregate. The interest rate on our unsecured revolving credit facility is based upon, at our option, (a) the daily or the one-, three-, or six-month Secured Overnight Financing Rate ("SOFR") plus, in each case, a spread based on our credit rating, or (b) a base rate equal to the higher of: (i) the Federal Funds Rate plus 0.50%, (ii) Bank of America, N.A.'s prime rate, (iii) Term SOFR plus 1.0%, and (iv) 1.0%. Advances under our unsecured revolving credit facility may be priced at the scheduled rates, or we may enter into bid rate loans with participating banks at rates below the scheduled rates. These bid rate loans have terms of 180 days or less and may not exceed the lesser of $600 million or the remaining amount available under our unsecured revolving credit facility. Our unsecured revolving credit facility is subject to customary financial covenants and limitations. We believe we are in compliance with all such financial covenants and limitations as of June 30, 2026 and through the date of this filing.

Our unsecured revolving credit facility provides us with the ability to issue up to $50 million in letters of credit. While our issuance of letters of credit does not increase our borrowings outstanding under our unsecured revolving credit facility, it does reduce the amount available. At June 30, 2026, we had $357.0 million outstanding on our $1.2 billion unsecured facility and we had outstanding letters of credit totaling approximately $0.3 million, leaving approximately $842.7 million available under our unsecured revolving credit facility. The unsecured revolving credit facility also serves as a liquidity backstop for our commercial paper program, under which $600.0 million was outstanding at June 30, 2026.

In February 2025, we established a commercial paper program under which we may issue short-term, unsecured Notes under the exemption from registration contained in Section (4)(a) of the Securities Act. Amounts available under the commercial paper program may be borrowed, repaid, and reborrowed from time to time, with the aggregate face or principal amount of the Notes outstanding under the commercial paper program at any time not to exceed $600 million. The Notes will have maturities of up to 397 days from the date of issue. The Notes will rank at least equal in priority to all of the Company's other unsecured and unsubordinated indebtedness. The net proceeds of the issuances of the Notes are expected to be used for general corporate purposes, which may include property acquisitions and development in the ordinary course of business, capital expenditures, and working capital.

On July 8, 2026, we entered into a 364-day unsecured term loan facility ("term loan facility") with an aggregate principal amount of $350.0 million. The interest rate on our term loan facility is based upon, at our option, (a) Daily SOFR or one-, three- or six-month Term SOFR plus, in each case, a spread based on our credit rating or (b) a base rate equal to the higher of: (i) the Federal Funds Rate plus 0.50%, (ii) Bank of America, N.A.'s prime rate, (iii) Term SOFR plus 1.0%, and (iv) 1.0%, plus a spread based on our credit rating. The term loan facility is subject to the same financial covenants and limitations as those contained in our unsecured revolving credit facility, and we believe we are in compliance with all such covenants and limitations through the date of this filing.

In May 2023, we created the 2023 ATM share offering program through which we could, but had no obligation to, sell common shares and we may also enter into separate forward sale agreements with forward purchasers for an aggregate offering amount of up to $500.0 million, in amounts and at times as we determine, into the existing trading market at current market prices as well as through negotiated transactions. In April 2026, we terminated the 2023 ATM program, which was expiring pursuant to its terms in May 2026, and did not sell any shares under this program, and replaced it with the 2026 ATM program through which we can, but have no obligation to, sell common shares and we may also enter into separate forward sale agreements with forward purchasers for an aggregate offering price of up to $500.0 million. Actual sales from time to time may depend on a variety of factors including, among others, market conditions, the trading price of our common shares, and determinations by management of the appropriate sources of funding for us. We intend to use proceeds from any sales of our common shares under the 2026 ATM program for general corporate purposes, which may include reducing future borrowings under our unsecured revolving credit facility or commercial paper program, the repayment of other indebtedness, the redemption or other repurchase of outstanding debt or equity securities, funding for development activities, and financing for acquisitions. As of the date of this filing, we have not sold any shares or entered into any forward sales agreement and have common shares having an aggregate offering amount of up to $500.0 million remaining available for sale under the 2026 ATM program.

We believe our ability to access capital markets is enhanced by our senior unsecured debt ratings by Moody's, Fitch, and Standard and Poor's, which are currently A3 with stable outlook, A- with stable outlook, and A- with stable outlook, respectively. We believe our ability to access capital markets is also enhanced by our ability to borrow on a secured basis from various institutions including banks, Fannie Mae, Freddie Mac, or life insurance companies. However, we may not be able to maintain our current credit ratings or borrow on an unsecured or secured basis in the future.

Future Cash Requirements and Contractual Obligations

One of our principal long-term liquidity requirements includes the repayment of maturing debt, including any future borrowings under our unsecured revolving credit facility. As of June 30, 2026, we had approximately $842.7 million available under our unsecured revolving credit facility, which also serves as a liquidity backstop for our commercial paper program. At quarter-end, outstanding borrowings under the commercial paper program totaled $600.0 million, and other contractual debt maturities due within the next 12 months totaled approximately $695.3 million. See Note 6. "Notes Payable," in the notes to Condensed Consolidated Financial Statements for a further discussion of our scheduled maturities.

As of June 30, 2026, we estimated the additional cost to complete the construction of three properties to be approximately $140.1 million. Of this amount, we expect to incur costs between approximately $60 million and $70 million during the remainder of 2026 and to incur the remaining costs during 2027 and 2028. Additionally, for the remainder of 2026, we expect to incur costs between approximately $67 million and $87 million related to the start of new development activities, approximately $39 million and $47 million of reposition, redevelopment, repurpose, and revenue enhancing expenditures, and between approximately $70 million and $78 million of additional recurring capital expenditures.

We anticipate meeting our near-term liquidity requirements through a combination of one or more of the following: cash flows generated from operations, draws on our unsecured revolving credit facility and through our commercial paper program, the use of debt and equity offerings under our automatic shelf registration statement, proceeds from property dispositions, including the sale of 11 California properties completed subsequent to quarter-end, equity issued from our ATM program, and other unsecured borrowings or secured mortgages. We continue to evaluate our portfolio and plan to continue our practice of selective dispositions and redeploying capital as market conditions warrant and opportunities arise.

As a REIT, we are subject to a number of organizational and operational requirements, including a requirement to distribute current dividends to our shareholders equal to a minimum of 90% of our annual taxable income. In order to minimize paying income taxes, our general policy is to distribute at least 100% of our taxable income. In June 2026, our Board of Trust Managers declared a quarterly dividend of $1.06 per common share to our common shareholders of record as of June 30, 2026. The quarterly dividend was subsequently paid on July 17, 2026, and we paid equivalent amounts per unit to holders of the common operating partnership units. Assuming similar quarterly dividend distributions for the remainder of 2026, our annualized dividend rate would be $4.24 per share or unit.

Critical Accounting Policies

Our critical accounting policies have not changed from the information reported in our Annual Report on Form 10-K for the year ended December 31, 2025.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.