v3.26.1
Shareholders' Equity, Noncontrolling Interests and Other Comprehensive Loss
6 Months Ended
Jun. 30, 2026
Equity, Including Portion Attributable to Noncontrolling Interest [Abstract]  
Shareholders' Equity, Noncontrolling Interests and Other Comprehensive Loss

10. Shareholders’ Equity, Noncontrolling Interests and Other Comprehensive Loss

 

Public Offerings

 

From time to time, the Company may offer its shares of beneficial interest through public offerings registered with the SEC or through private offerings pursuant to one or more exemptions from registration under the Securities Act. In connection with such offerings, the Company may issue and sell the offered shares upon settlement of the offering or, alternatively, enter into forward sale agreements with respect to all or a portion of the sold in such public offerings, pursuant to which the offered shares are borrowed by the forward sale purchasers and the issuance of such shares takes place upon settlement of the applicable forward sale agreement in accordance with its terms.

 

On June 11, 2026, the Company completed an offering of 9,000,000 Common Shares at an initial forward sale price of $21.80 per share. These shares are subject to forward sale agreements, which require settlement within one-year of the various effective dates. In connection with the offering, in July 2026, the underwriters partially exercised their over-allotment option, resulting in the issuance of an additional 242,996 Common Shares for an aggregate of 9,242,996 Common Shares subject to forward sale agreements. The Company did not initially receive any proceeds from the sale of Common Shares in the offering, which were sold to the underwriters by the forward purchasers or their respective affiliates. Assuming full physical settlement, the Company expects to receive net proceeds of approximately $201.1 million after deduction of estimated expenses.

ATM Program

The Company has an at-the-market equity issuance program (“ATM Program”) that provides the Company with an efficient vehicle for raising public equity capital to fund its needs.

During the six months ended June 30, 2026, the Company physically settled 6,209,562 Common Shares outstanding under the forward contracts pursuant to the ATM Program, and received proceeds of $128.0 million. This included settlements of $55.9 million in March and $72.1 million in June.

As of June 30, 2026, the Company had 8,529,275 Common Shares subject to forward sales agreements outstanding under its ATM Program at a weighted-average net offering price of $19.90 per share. All forward sales agreements require settlement within one-year of the various effective dates and are expected to result in net cash proceeds of approximately $167.9 million if the Company were to physically settle all outstanding Common Shares subject to forward sales agreements. An additional $199.1 million remains available for future share issuance under the ATM Program.

The Company did not receive any proceeds at the time it entered into each of the respective forward sale agreements. The Company determined that the ATM forward sales agreements qualify for equity classification and are therefore exempt from derivative accounting. Accordingly, the ATM forward sales agreements were recorded at fair value at inception, which was determined to be zero, with no subsequent fair value adjustments required.

Common Shares and Units

During the six months ended June 30, 2026, the Company withheld 6,546 shares of its restricted Common Shares (“Restricted Shares”) to pay the employees’ statutory minimum income tax withholding obligations upon vesting. For the three and six months ended June 30, 2026, the

Company recognized $2.9 million and $9.3 million, respectively, of compensation expense in connection with Restricted Shares and Common OP Units (Note 13).

Share Repurchase Program

The Company maintains a share repurchase authorization of up to $200.0 million of outstanding Common Shares (the “Share Repurchase Program”), providing flexibility to return capital to shareholders when appropriate. No shares were repurchased during the six months ended June 30, 2026 or 2025. As of June 30, 2026, $122.5 million remains available under the Share Repurchase Program.

Dividends and Distributions

During each of the three months ended June 30, 2026 and 2025, the Company declared distributions of $0.20 per Common Share/OP Unit. During the six months ended June 30, 2026 and 2025, the Company declared aggregate distributions of $0.40 per Common Share/OP Unit in each period.

 

Noncontrolling Interests

The following tables summarize the change in the noncontrolling interests for the three and six months ended June 30, 2026 and 2025 (dollars in thousands, except per unit data):

 

 

Noncontrolling
Interests in
Operating
Partnership
(a)

 

 

Noncontrolling
Interests in
Partially-Owned
Affiliates
(b)

 

 

Total

 

 

Redeemable Noncontrolling Interests (c)

 

Balance as of April 1, 2026

 

$

109,838

 

 

$

248,659

 

 

$

358,497

 

 

$

8,457

 

Distributions declared of $0.20 per Common OP Unit and distributions on Preferred OP Units

 

 

(1,621

)

 

 

 

 

 

(1,621

)

 

 

 

Net income (loss) for the three months ended June 30, 2026

 

 

557

 

 

 

12,216

 

 

 

12,773

 

 

 

(981

)

Conversion of 26,360 Common OP Units to Common Shares by limited partners of the Operating Partnership

 

 

(451

)

 

 

 

 

 

(451

)

 

 

 

Other comprehensive income - unrealized loss on valuation of swap agreements

 

 

259

 

 

 

685

 

 

 

944

 

 

 

 

Adjustment of redeemable non-controlling interest to estimated redemption value

 

 

 

 

 

 

 

 

 

 

 

3,868

 

Acquisition of noncontrolling interest (Note 10)

 

 

 

 

 

 

 

 

 

 

 

(8,627

)

Reclassification of realized interest expense on swap agreements

 

 

(1

)

 

 

(165

)

 

 

(166

)

 

 

 

City Point Loan accrued interest

 

 

 

 

 

 

 

 

 

 

 

(2,373

)

Noncontrolling interest contributions

 

 

 

 

 

1,732

 

 

 

1,732

 

 

 

4,155

 

Noncontrolling interest distributions

 

 

 

 

 

(33,108

)

 

 

(33,108

)

 

 

 

Employee Long-term Incentive Plan Unit Awards

 

 

3,064

 

 

 

 

 

 

3,064

 

 

 

 

Reallocation of noncontrolling interests (d)

 

 

(1,963

)

 

 

 

 

 

(1,963

)

 

 

 

Balance as of June 30, 2026

 

$

109,682

 

 

$

230,019

 

 

$

339,701

 

 

$

4,499

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of April 1, 2025

 

$

95,628

 

 

$

369,158

 

 

$

464,786

 

 

$

25,897

 

Distributions declared of $0.20 per Common OP Unit and distributions on Preferred OP Units

 

 

(1,447

)

 

 

 

 

 

(1,447

)

 

 

 

Net income (loss) for the three months ended June 30, 2025

 

 

175

 

 

 

(21,356

)

 

 

(21,181

)

 

 

(1,724

)

Conversion of 23,118 Common OP Units to Common Shares by limited partners of the Operating Partnership

 

 

(395

)

 

 

 

 

 

(395

)

 

 

 

Other comprehensive income - unrealized gain on valuation of swap agreements

 

 

(301

)

 

 

(274

)

 

 

(575

)

 

 

 

Reclassification of realized interest expense on swap agreements

 

 

(4

)

 

 

(596

)

 

 

(600

)

 

 

 

City Point Loan accrued interest

 

 

 

 

 

 

 

 

 

 

 

(3,009

)

Noncontrolling interest contributions

 

 

 

 

 

377

 

 

 

377

 

 

 

10

 

Noncontrolling interest distributions

 

 

 

 

 

(4,875

)

 

 

(4,875

)

 

 

 

Employee Long-term Incentive Plan Unit Awards

 

 

2,969

 

 

 

 

 

 

2,969

 

 

 

 

Reallocation of noncontrolling interests (d)

 

 

(2,026

)

 

 

 

 

 

(2,026

)

 

 

 

Balance as of June 30, 2025

 

$

94,599

 

 

$

342,434

 

 

$

437,033

 

 

$

21,174

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noncontrolling
Interests in
Operating
Partnership
(a)

 

 

Noncontrolling
Interests in
Partially-Owned
Affiliates
(b)

 

 

Total

 

 

Redeemable Noncontrolling Interests (c)

 

Balance as of January 1, 2026

 

$

92,482

 

 

$

302,189

 

 

$

394,671

 

 

$

9,113

 

Distributions declared of $0.40 per Common OP Unit and distributions on Preferred OP Units

 

 

(3,242

)

 

 

 

 

 

(3,242

)

 

 

 

Net income (loss) for the six months ended June 30, 2026

 

 

2,056

 

 

 

120,049

 

 

 

122,105

 

 

 

(1,679

)

Conversion of 43,971 Common OP Units to Common Shares by limited partners of the Operating Partnership

 

 

(751

)

 

 

 

 

 

(751

)

 

 

 

Other comprehensive income - unrealized loss on valuation of swap agreements

 

 

412

 

 

 

2,173

 

 

 

2,585

 

 

 

 

Consolidation of previously unconsolidated investment

 

 

 

 

 

 

 

 

 

 

 

 

Reclassification of realized interest expense on swap agreements

 

 

 

 

 

(187

)

 

 

(187

)

 

 

 

Adjustment of redeemable non-controlling interest to estimated redemption value

 

 

 

 

 

 

 

 

 

 

 

5,661

 

Acquisition of noncontrolling interest

 

 

 

 

 

 

 

 

 

 

 

(8,627

)

City Point Loan accrued interest

 

 

 

 

 

 

 

 

 

 

 

(4,119

)

Noncontrolling interest contributions

 

 

 

 

 

1,738

 

 

 

1,738

 

 

 

4,155

 

Noncontrolling interest distributions

 

 

 

 

 

(195,943

)

 

 

(195,943

)

 

 

(5

)

Employee Long-term Incentive Plan Unit Awards

 

 

9,359

 

 

 

 

 

 

9,359

 

 

 

 

Reallocation of noncontrolling interests (d)

 

 

9,366

 

 

 

 

 

 

9,366

 

 

 

 

Balance as of June 30, 2026

 

$

109,682

 

 

$

230,019

 

 

$

339,701

 

 

$

4,499

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of January 1, 2025

 

$

85,730

 

 

$

350,287

 

 

$

436,017

 

 

$

30,583

 

Distributions declared of $0.40 per Common OP Unit and distributions on Preferred OP Units

 

 

(2,891

)

 

 

 

 

 

(2,891

)

 

 

 

Net income (loss) for the six months ended June 30, 2025

 

 

323

 

 

 

(33,100

)

 

 

(32,777

)

 

 

(3,393

)

Conversion of 136,210 Common OP Units to Common Shares by limited partners of the Operating Partnership

 

 

(2,113

)

 

 

 

 

 

(2,113

)

 

 

 

Other comprehensive income - unrealized gain on valuation of swap agreements

 

 

(757

)

 

 

(1,776

)

 

 

(2,533

)

 

 

 

Consolidation of previously unconsolidated investment

 

 

 

 

 

29,573

 

 

 

29,573

 

 

 

 

Reclassification of realized interest expense on swap agreements

 

 

(18

)

 

 

(1,244

)

 

 

(1,262

)

 

 

 

City Point Loan accrued interest

 

 

 

 

 

 

 

 

 

 

(6,026

)

Noncontrolling interest contributions

 

 

 

 

 

8,368

 

 

 

8,368

 

 

 

10

 

Noncontrolling interest distributions

 

 

 

 

 

(9,674

)

 

 

(9,674

)

 

 

 

Employee Long-term Incentive Plan Unit Awards

 

 

5,446

 

 

 

 

 

 

5,446

 

 

 

 

Reallocation of noncontrolling interests (d)

 

 

8,879

 

 

 

 

 

 

8,879

 

 

 

 

Balance as of June 30, 2025

 

$

94,599

 

 

$

342,434

 

 

$

437,033

 

 

$

21,174

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)
Noncontrolling interests in the Operating Partnership are comprised of (i) the limited partners’ 2,285,342 and 2,054,386 Common OP Units as of June 30, 2026 and 2025; (ii) 188 Series A Preferred OP Units as of June 30, 2026 and 2025; (iii) 66,519 Series C Preferred OP Units as of June 30, 2025, with none outstanding as of June 30, 2026; and (iv) 6,180,693 and 5,248,423 LTIP units as of June 30, 2026 and 2025, respectively, as discussed in the Amended and Restated 2020 Plan (Note 13). Distributions declared for Preferred OP Units are reflected in net income (loss) in the table above.
(b)
Noncontrolling interests in partially-owned affiliates comprise third-party interests in Funds II, III, IV and V, and nine other subsidiaries.
(c)
Redeemable noncontrolling interests comprise third-party interests that have been granted put rights, as further described below.
(d)
Adjustment reflects the difference between the fair value of the consideration received or paid and the book value of the Common Shares, Common OP Units, Preferred OP Units, and LTIP Units involving changes in ownership.

Redeemable Noncontrolling Interests

Williamsburg Portfolio

In connection with the Williamsburg Portfolio acquisition in February 2022, the venture partner has a one-time right to put its 50.01% interest in the property to the Company for redemption at fair value after five years have passed (“Williamsburg NCI”). As it was unlikely as of the acquisition date that the venture partner would receive any consideration on redemption due to the Company’s preferential returns, the initial fair value of the Williamsburg NCI was determined to be zero. As of June 30, 2026, the fair value of the Williamsburg NCI was zero.

 

City Point Loan

 

In August 2022, the Company provided a loan of $65.9 million (“City Point Loan”) to the other Fund II investors in City Point to fund their pro-rata contribution required to complete the refinancing of the City Point debt. The City Point Loan was collateralized by the investors’ equity in City Point (“City Point NCI”) and, because it was granted in return for a capital contribution, it was presented as a reduction of the City Point NCI balance on the Company’s Condensed Consolidated Balance Sheets. In connection with the City Point Loan, each investor received a one-time right, beginning in August 2023, to put its City Point NCI to the Company for redemption in exchange for settlement of its proportionate share of the City Point Loan plus either (i) a fixed cash amount or (ii) a cash amount equal to the value of a fixed number of the Company’s Common Shares on the trading day prior to election (“Redemption Value”). Accordingly, the City Point NCI, net of the City Point Loan, was classified as Redeemable noncontrolling interests on the Company’s Condensed Consolidated Balance Sheets.

 

During the three months ended June 30, 2026, the Company acquired the remaining interests of the other Fund II investors in City Point for total consideration of $67.1 million, comprised of the assumption of the remaining investors’ portion of the City Point Loan and accrued interest balance of $58.5 million and a cash payment of $8.6 million. Following the transaction, the Company owns 100% of Fund II (Note 1). As the Company retained control of the subsidiary, no gain or loss was recognized in the Condensed Consolidated Statement of Operations.

 

For the six months ended June 30, 2026, the Company recorded aggregate adjustments of $5.6 million to increase the carrying value of the City Point NCI to its Redemption Value. Because the redemption feature was not based on fair value, these adjustments were recorded as reductions of net income attributable to Acadia shareholders in the calculation of earnings per share (Note 14).

8833 Beverly Boulevard

 

In July 2023, the Company entered into a limited partnership agreement to own and operate the 8833 Beverly Boulevard property. Following the formation of the partnership, the Company retained a 97.0% controlling interest. At a future point in time, either party may elect a buy-out right, where either the Company may purchase the venture partner’s interest, or the venture partner may sell its 3.0% interest in the partnership (the “8833 Beverly NCI”) to the Company for fair value. As a result of these redemption rights, the 8833 Beverly NCI was initially recorded at fair value.

 

As of June 30, 2026, the Company recorded an adjustment of $0.2 million to adjust the carrying value of the NCI to its redemption value. As this interest is redeemable at fair value, the adjustment to redemption value was recognized as an adjustment to Additional Paid-in Capital and had no impact on consolidated Net (loss) income, or Net income attributable to Acadia shareholders in the Company’s Condensed Consolidated Statements of Operations.

Henderson

 

In May 2026, the Company entered into a limited liability company agreement to own and operate the Henderson JV, a mixed-use ground-up development project located on N. Henderson Avenue in Dallas, Texas. The Company retained a 95.0% controlling interest, with the venture partner holding a 5.0% interest (the “Henderson NCI”). The Henderson JV was determined to be a VIE for which the Company is the primary beneficiary, as the Company has both the power to direct the activities that most significantly impact the Henderson JV’s economic performance and the obligation to absorb losses or right to receive benefits that could be significant to the Henderson JV. Accordingly, as the development project was wholly-owned prior to this transaction, the Henderson JV continues to be consolidated in the Company’s Condensed Consolidated Financial Statements (Note 15).

 

The venture partner holds a one-time right to require the Company to purchase all or a portion of the Henderson NCI for cash at fair value during the 24-month period following stabilization of the project. Following the expiration of that period, the Company may require the venture partner to sell its interest to the Company at fair value. Because redemption is exercisable at the option of the venture partner and is outside the Company’s control, the Henderson NCI is classified as Redeemable noncontrolling interests on the Company’s Condensed Consolidated Balance Sheets.

The Henderson NCI is measured at the greater of its carrying amount or redemption value. Adjustments to redemption value are recognized through Additional Paid-in Capital when the redemption becomes probable. As of June 30, 2026, no adjustment to redemption value was required.

Preferred OP Units

In 1999, the Operating Partnership issued 1,580 Series A Preferred OP Units in connection with the acquisition of a property, which have a stated value of $1,000 per unit, and are entitled to a preferred quarterly distribution of the greater of (i) $22.50 (9.00% annually) per Series A Preferred OP Unit or (ii) the quarterly distribution attributable to a Series A Preferred OP Unit if such unit was converted into a Common OP Unit. Through June 30, 2026, 1,392 Series A Preferred OP Units were converted into 185,600 Common OP Units and then into Common Shares. The 188 remaining Series A Preferred OP Units are currently convertible into Common OP Units based on the stated value divided by $7.50. Either the Company or the holders can currently call for the conversion of the Series A Preferred OP Units at the lesser of $7.50 or the market price of the Common Shares as of the conversion date.