v3.26.1
MORTGAGE AND OTHER INDEBTEDNESS
 6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
MORTGAGE AND OTHER INDEBTEDNESS MORTGAGE AND OTHER INDEBTEDNESS
The following table summarizes the Company’s indebtedness as of June 30, 2026 and December 31, 2025 (in thousands):
June 30, 2026December 31, 2025
Mortgages payable$45,169 $142,937 
Senior unsecured notes2,250,000 2,250,000 
Unsecured term loans550,000 550,000 
Unsecured revolving line of credit— 85,000 
2,845,169 3,027,937 
Unamortized discounts and premiums, net15,672 18,394 
Unamortized debt issuance costs, net(18,083)(20,853)
Mortgage and other indebtedness, net$2,842,758 $3,025,478 
Consolidated indebtedness, including weighted average interest rates and weighted average maturities as of June 30, 2026, considering the impact of interest rate swaps, is summarized below (dollars in thousands):
Amount
Outstanding		RatioWeighted Average
Interest Rate		Weighted Average Years
to Maturity
Fixed rate debt(1)
$2,434,169 86%4.24%3.9
Variable rate debt411,000 14%4.55%1.9
Debt discounts, premiums and issuance costs, net(2,411)N/AN/AN/A
Mortgage and other indebtedness, net$2,842,758 100%4.29%3.6
(1)Fixed rate debt includes the portion of variable rate debt that has been hedged by interest rate swaps. As of June 30, 2026, $150.0 million in variable rate debt is hedged to a fixed rate through July 17, 2026.
Mortgages Payable 
The following table summarizes the Company’s mortgages payable (dollars in thousands):
June 30, 2026December 31, 2025
BalanceWeighted Average
Interest Rate		Weighted Average Years
to Maturity		BalanceWeighted Average
Interest Rate		Weighted Average Years
to Maturity
Fixed rate mortgages payable(1)
$34,169 4.46%2.4$130,737 5.11%6.2
Variable rate mortgage payable(2)
11,000 5.80%0.112,200 5.84%0.6
Total mortgages payable$45,169 $142,937 
(1)The fixed rate mortgages had interest rates ranging from 3.75% to 5.73% as of June 30, 2026 and December 31, 2025.
(2)The interest rate on the variable rate mortgage is based on the Secured Overnight Financing Rate (“SOFR”) plus 215 basis points. The one-month SOFR rate was 3.65% and 3.69% as of June 30, 2026 and December 31, 2025, respectively.
Mortgages payable, which are secured by certain real estate and, in some cases, by guarantees from the Operating Partnership, are generally due in monthly installments of principal and interest and mature over various terms through 2033. During the six months ended June 30, 2026, we made scheduled principal payments of $2.7 million related to amortizing loans. In addition, as a result of the deconsolidation of the One Loudoun Residential Joint Venture on May 28, 2026, the Company derecognized the $95.1 million mortgage payable associated with the One Loudoun Phase 1 Apartments from the Company’s balance sheet.
Unsecured Notes
The following table summarizes the Company’s senior unsecured notes and exchangeable senior notes (dollars in thousands):
June 30, 2026December 31, 2025
Maturity DateBalanceInterest RateBalanceInterest Rate
Senior notes – 4.08% due 2026
September 30, 2026$100,000 4.08%$100,000 4.08%
Senior notes – 4.00% due 2026
October 1, 2026300,000 4.00%300,000 4.00%
Senior exchangeable notes – 0.75% due 2027
April 1, 2027175,000 0.75%175,000 0.75%
Senior notes – 4.57% due 2027
September 10, 202775,000 4.57%75,000 4.57%
Senior notes – 4.24% due 2028
December 28, 2028100,000 4.24%100,000 4.24%
Senior notes – 4.82% due 2029
June 28, 2029100,000 4.82%100,000 4.82%
Senior notes – 4.75% due 2030
September 15, 2030400,000 4.75%400,000 4.75%
Senior notes – 4.95% due 2031
December 15, 2031350,000 4.95%350,000 4.95%
Senior notes – 5.20% due 2032
August 15, 2032300,000 5.20%300,000 5.20%
Senior notes – 5.50% due 2034(1)
March 1, 2034350,000 4.60%350,000 4.60%
Total senior unsecured notes$2,250,000 $2,250,000 
(1)The coupon rate is 5.50%; however, as a result of hedging activities, the Company’s interest rate is 4.60%.
Exchangeable Senior Notes
Subsequent to June 30, 2026, the Operating Partnership issued $345.0 million aggregate principal amount of 3.25% exchangeable senior notes due April 2032 (the “2026 Exchangeable Notes”), which includes $45.0 million aggregate principal amount of 2026 Exchangeable Notes issued pursuant to the full exercise by the initial purchasers of the option granted by the Operating Partnership to purchase up to an additional $45.0 million aggregate principal amount of 2026 Exchangeable Notes. The 2026 Exchangeable Notes are governed by an indenture between the Operating Partnership, the Company, and U.S. Bank Trust Company, National Association, as trustee. The 2026 Exchangeable Notes were sold in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The net proceeds from the offering of the 2026 Exchangeable Notes were approximately $335.7 million after deducting the underwriting discounts and commissions and estimated offering expenses paid by the Company. The 2026 Exchangeable Notes bear interest at a rate of 3.25% per annum, payable semi-annually in arrears beginning on April 15, 2027, and will mature on April 15, 2032.
Prior to the close of business on the business day immediately preceding January 15, 2032, the 2026 Exchangeable Notes are exchangeable into cash up to the principal amount of the 2026 Exchangeable Notes exchanged and, if applicable, cash or common shares or a combination thereof only upon certain circumstances and during certain periods. On or after January 15, 2032, the 2026 Exchangeable Notes will be exchangeable into cash up to the principal amount of the 2026 Exchangeable Notes exchanged and, if applicable, cash or common shares or a combination thereof at the option of the holders at any time prior to the close of business on the second scheduled trading day preceding the maturity date. The exchange rate initially equals 28.2466 common shares per $1,000 principal amount of 2026 Exchangeable Notes, which is equivalent to an exchange price of approximately $35.40 per common share and an exchange premium of approximately 22.5% based on the closing price of $28.90 per common share on June 29, 2026. The exchange rate is subject to adjustment upon the occurrence of certain events, but it will not be adjusted for any accrued and unpaid interest.
The Operating Partnership may redeem the 2026 Exchangeable Notes, at its option, in whole or in part, on any business day on or after July 20, 2029, if the last reported sale price of the common shares has been at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Operating Partnership provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2026 Exchangeable Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date (the “redemption price”). The Operating Partnership also has the right, at its election, to redeem all or any portion of the 2026 Exchangeable Notes at any time and from time to time at the redemption price to the extent necessary to preserve the Company’s status as a REIT for U.S. federal income tax purposes, as reasonably determined by the Company’s Board of Trustees. The Operating Partnership may also redeem the 2026 Exchangeable Notes, in whole but not in part, at any time in cash at the redemption price if the aggregate principal amount of 2026 Exchangeable Notes that remains outstanding at such time is less than 10% of the aggregate principal amount of 2026 Exchangeable Notes initially issued under the indenture.
In connection with the 2026 Exchangeable Notes, on June 29, 2026 and July 1, 2026, the Operating Partnership entered into privately negotiated capped call transactions (the “2026 Capped Call Transactions”) with certain financial institutions, including an affiliate of one of the initial purchasers of the 2026 Exchangeable Notes. The 2026 Capped Call Transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the 2026 Exchangeable Notes, the number of common shares underlying the 2026 Exchangeable Notes. The 2026 Capped Call Transactions are generally expected to reduce the potential dilution to holders of the common shares upon exchange of the 2026 Exchangeable Notes and/or offset the potential cash payments the Operating Partnership could be required to make in excess of the principal amount of any exchanged 2026 Exchangeable Notes upon exchange thereof, with such reduction and/or offset subject to a cap. The cap price of the 2026 Capped Call Transactions is initially approximately $41.91, which represents a premium of approximately 45% over the last reported sale price of the common shares on June 29, 2026, and is subject to anti-dilution adjustments under the terms of the 2026 Capped Call Transactions. We incurred approximately $14.1 million of costs related to the 2026 Capped Call Transactions, which will be included within “Additional paid-in capital” in the accompanying consolidated balance sheets as part of the closing of the transaction on July 2, 2026.
Unsecured Term Loans and Revolving Line of Credit
The following table summarizes the Company’s term loans and revolving line of credit (dollars in thousands):
June 30, 2026December 31, 2025
Maturity DateBalanceInterest RateBalanceInterest Rate
Unsecured term loan due 2027 – variable rate(1)
October 24, 2027$250,000 4.53%$250,000 4.72%
Unsecured term loan due 2029 – fixed rate(2)
July 29, 2029300,000 3.52%300,000 3.54%
Total unsecured term loans$550,000 $550,000 
Unsecured credit facility revolving line of credit –
variable rate(3)
October 3, 2028$— 4.73%$85,000 4.92%
(1)The maturity date of the term loan may be extended by one one-year period at the Operating Partnership’s election, subject to certain conditions.
(2)$150,000 of the $300,000 SOFR-based variable rate debt has been swapped to a fixed rate of 1.68% plus a credit spread based on a ratings grid ranging from 0.75% to 1.60% through July 17, 2026. The applicable credit spread was 0.85% as of June 30, 2026 and December 31, 2025. The interest rate shown is the weighted average rate as of June 30, 2026.
(3)The revolving line of credit can be extended for either one one-year period or up to two six-month periods at the Company’s election, subject to (i) customary representations and warranties, including, but not limited to, the absence of an event of default as defined in the unsecured credit agreement and (ii) payment of an extension fee equal to 0.075% of the revolving line of credit capacity.
Unsecured Revolving Credit Facility
In October 2024, the Operating Partnership, as borrower, and the Company entered into the Third Amendment (the “Third Amendment”) to the Sixth Amended and Restated Credit Agreement, dated as of July 8, 2021 (as amended, the “Credit Agreement”) with a syndicate of financial institutions to provide for an unsecured revolving credit facility aggregating $1.1 billion (the “Revolving Facility”) and a seven-year $300.0 million unsecured term loan that matures in July 2029 (the “$300M Term Loan”). Under the Credit Agreement, the Operating Partnership has the option, subject to certain customary conditions, to increase the Revolving Facility and/or incur additional term loans up to a maximum aggregate amount not to exceed $2.0 billion. The Revolving Facility matures on October 3, 2028, which maturity date may be extended for either one one-year period or up to two six-month periods at the Operating Partnership’s option, subject to certain conditions. The Revolving Facility was undrawn as of June 30, 2026 and had an outstanding balance of $85.0 million as of December 31, 2025.
Borrowings under the Revolving Facility bear interest at a rate per annum equal to SOFR plus a margin based on the Operating Partnership’s leverage ratio or credit rating, respectively, plus a facility fee based on the Operating Partnership’s leverage ratio or credit rating, respectively. The Revolving Facility is currently priced on the leverage-based pricing grid. In accordance with the Credit Agreement, the credit spread set forth in the leverage grid resets quarterly based on the Company’s leverage, as calculated at the previous quarter end. The Company may irrevocably elect to convert to the ratings-based pricing grid at any time. As of June 30, 2026, making such an election would have resulted in a lower interest rate; however, the Company had not made the election to convert to the ratings-based pricing grid. As specified in the Credit Agreement, in the event that the Company so elects to convert to the ratings-based pricing grid, the Company has the ability to obtain more favorable pricing in certain circumstances when its total leverage ratio is (x) less than or equal to 35.0% or (y) greater than 35.0% but less than or equal to 37.5% with respect to not more than one fiscal quarter following a period in which the condition described in clause (x) was satisfied (the “Leverage Toggle”). The Credit Agreement also includes an adjustment to the sustainability-linked pricing provisions that allows the otherwise applicable interest rate margin to be reduced by up to two basis points if certain greenhouse gas emission reduction targets are achieved. The greenhouse gas emission reduction targets have not been achieved as of June 30, 2026.
The following table summarizes the key terms of the Revolving Facility as of June 30, 2026 (dollars in thousands):
Leverage-Based PricingInvestment-Grade Pricing
Credit AgreementMaturity DateExtension OptionsExtension FeeCredit SpreadFacility FeeCredit SpreadFacility Fee
$1,100,000 unsecured revolving line of credit
October 3, 2028
1 one-year or 2 six-month
0.075%
1.05%–1.50%
0.15%–0.30%
0.725%–1.40%
0.125%–0.30%
The Operating Partnership’s ability to borrow under the Credit Agreement is subject to ongoing compliance by the Operating Partnership and its subsidiaries with various restrictive covenants, including with respect to liens, transactions with affiliates, dividends, mergers and asset sales. In addition, the Credit Agreement requires that the Operating Partnership satisfy certain financial covenants, including (i) a maximum leverage ratio; (ii) a minimum fixed charge coverage ratio; (iii) a maximum secured indebtedness ratio; (iv) a maximum unsecured leverage ratio; and (v) a minimum unencumbered interest coverage ratio. As of June 30, 2026, we were in compliance with all such covenants.
As of June 30, 2026, we had outstanding letters of credit totaling $6.9 million with no amounts advanced against these instruments.
Unsecured Term Loans
As of June 30, 2026, the Operating Partnership has the following unsecured term loans: (i) a $250.0 million unsecured term loan that matures in October 2027 (the “$250M Term Loan”) and (ii) the $300M Term Loan that matures in July 2029, both of which bear interest at a rate of SOFR plus a credit spread based on a ratings-based pricing grid. The loan agreements related to the $250M Term Loan and the $300M Term Loan include the same Leverage Toggle for determining pricing and sustainability-linked pricing provisions as described above for the Credit Agreement. The greenhouse gas emission reduction targets have not been achieved as of June 30, 2026.
The following table summarizes the key terms of the unsecured term loans as of June 30, 2026 (dollars in thousands):
Unsecured Term Loans
Maturity DateInvestment-Grade Pricing
Credit Spread
$250,000 unsecured term loan due 2027
October 24, 2027(1)
0.75% – 1.60%
$300,000 unsecured term loan due 2029
July 29, 2029
0.75% – 1.60%
(1)The maturity date may be extended by one one-year period at the Operating Partnership’s option, subject to certain conditions.
The Operating Partnership has the option to increase the $250M Term Loan to $300.0 million, subject to certain conditions, including obtaining commitments from any one or more lenders, whether or not currently party to the term loan agreement, to provide such increased amounts. The Operating Partnership is permitted to prepay the $250M Term Loan in whole or in part, without premium or penalty.
The Operating Partnership is permitted to prepay the $300M Term Loan in whole or in part at any time, without premium or penalty.
The unsecured term loan agreements contain representations, financial and other affirmative and negative covenants, and events of default that are substantially similar to those contained in the Credit Agreement. The unsecured term loan agreements all rank pari passu with the Operating Partnership’s Revolving Facility and other unsecured indebtedness of the Operating Partnership.
Debt Issuance Costs
Debt issuance costs are amortized over the terms of the respective loans. The following amounts of amortization of debt issuance costs are included as a component of “Interest expense” in the accompanying consolidated statements of operations and comprehensive income (in thousands):
Six Months Ended June 30,
20262025
Amortization of debt issuance costs$3,561 $3,333 
Debt Discounts and Premiums
Debt discounts and premiums, including the related value of interest rate swaps that were assumed in the October 2021 merger with RPAI, are amortized over the terms of the respective loans. The following amounts of amortization are included as a component of “Interest expense” in the accompanying consolidated statements of operations and comprehensive income (in thousands):
Six Months Ended June 30,
20262025
Amortization of debt discounts, premiums and hedge instruments$3,195 $4,025 
In addition, the estimated amounts of the reduction to interest expense as of June 30, 2026 for each of the next five years and thereafter related to the amortization of debt discounts, premiums and assumed hedge instruments, assuming these instruments are held to maturity, are as follows (in thousands):
July 2026 through December 2026$2,589 
20274,709 
20284,699 
20293,773 
20302,031 
Thereafter(2,084)
Total unamortized debt discounts, premiums and hedge instruments$15,717 
The following table reconciles total unamortized debt discounts, premiums and hedge instruments as of June 30, 2026 to the balance of unamortized discounts and premiums, net (in thousands):
Unamortized discounts and premiums on mortgages payable, senior unsecured notes and unsecured term loans$15,672 
Unamortized hedge instruments45 
Total unamortized debt discounts, premiums and hedge instruments15,717 
Unamortized hedge instruments (included in accumulated other comprehensive income)(45)
Unamortized discounts and premiums, net$15,672 
Fair Value of Fixed and Variable Rate Debt
As of June 30, 2026, the estimated fair value of fixed rate debt was $2.3 billion compared to the book value of $2.3 billion. The fair value was estimated using Level 2 and Level 3 inputs with cash flows discounted at current borrowing rates for similar instruments, which ranged from 4.95% to 6.73%. As of June 30, 2026, the estimated fair value of variable rate debt was $561.0 million compared to the book value of $561.0 million. The fair value was estimated using Level 2 and Level 3 inputs with cash flows discounted at a current borrowing rate for similar instruments, which ranged from 4.50% to 5.80%.