| LONG-TERM DEBT |
NOTE 14. LONG-TERM DEBT As of September 30, 2026, the Company’s outstanding indebtedness, at face value, was as follows (in thousands): | | | | | | | | | | | | | Face Value Debt | | Maturity Date | | Interest Rate | | Wtd. Avg. Rate | Revolving Facility | $ | 123,000 | | September 2030 | | | SOFR +
[1.00% - 1.60%] (5) | | | 4.95% | 2029 Term Loan (1) | | 150,000 | | September 2029 | | | SOFR +
[1.15% - 1.75%] | | | 5.35% | 2030 Term Loan (2) | | 150,000 | | September 2030 | | | SOFR +
[1.15% - 1.75%] | | | 4.93% | 2031 Term Loan (3) | | 150,000 | | September 2031 | | | SOFR +
[1.15% - 1.75%] | | | 4.76% | 2032 Term Loan (4) | | 150,000 | | March 2032 | | | SOFR +
[1.15% - 1.75%] | | | 3.43% | Total Long-Term Face Value Debt | $ | 723,000 | | | | | | | | | 4.67% |
(1) | The Company utilized interest rate swaps on the $150.0 million 2029 Term Loan to fix SOFR and achieve a weighted average fixed swap rate of 4.10% plus the applicable spread. |
(2) | The Company utilized interest rate swaps on the $150.0 million 2030 Term Loan balance to fix SOFR and achieve a weighted average fixed swap rate of 3.68% plus the applicable spread. |
(3) | The Company utilized interest rate swaps on the $150.0 million 2031 Term Loan balance to fix SOFR and achieve a fixed swap rate of 3.51% plus the applicable spread. |
(4) | The Company utilized interest rate swaps on the $150.0 million 2032 Term Loan balance to fix SOFR and achieve a weighted average fixed swap rate of 2.18% plus the applicable spread. |
(5) | The interest rate on the Revolving Facility also includes a facility fee of 0.20% based on the Company’s leverage ratio, as defined in the agreement, as of September 30, 2026. |
KeyBank Credit Agreement. The Company and certain subsidiaries of the Company previously entered into a Credit Agreement, dated as of September 30, 2024, with KeyBank National Association, as administrative agent (“KeyBank”), and certain other lenders named therein. On September 29, 2026, the Company and certain subsidiaries of the Company entered into an Amended and Restated Credit Agreement with KeyBank and certain other lenders named therein (the “Amended and Restated KeyBank Credit Agreement”). The Amended and Restated KeyBank Credit Agreement provides for: | ● | a $400 million senior unsecured revolving credit facility maturing in September 2030, with two six-month extension options (the “Revolving Facility”); |
| ● | a $150 million senior unsecured term loan credit facility maturing in September 2029 (the “2029 Term Loan”); |
| ● | a $150 million senior unsecured term loan credit facility maturing in September 2030 (the “2030 Term Loan”); |
| ● | a $150 million senior unsecured term loan credit facility maturing in September 2031 (the “2031 Term Loan”); and |
| ● | a $150 million senior unsecured term loan credit facility maturing in March 2032 (the “2032 Term Loan” and, together with the Revolving Facility, the 2029 Term Loan, the 2030 Term Loan, and the 2031 Term Loan, the “Facilities”). |
BMO Credit Agreement. Prior to September 29, 2026, the Company was party to a credit agreement (as amended and restated and further amended, the “BMO Credit Agreement”) with Bank of Montreal (“BMO”) and the other lenders thereunder, with BMO acting as the administrative agent for the lenders thereunder. The BMO Credit Agreement provided for: | ● | a $300.0 million unsecured revolving credit facility that was scheduled to mature on January 31, 2027; |
| ● | a $100.0 million unsecured term loan that was scheduled to mature on January 31, 2027 (the “2027 Term Loan”); and |
| ● | a $100.0 million unsecured term loan that was scheduled to mature on January 31, 2028 (the “2028 Term Loan”). |
On September 29, 2026, in connection with the Company’s entry into the Amended and Restated KeyBank Credit Agreement, the Company repaid all obligations outstanding under the BMO Credit Agreement. As a result, the BMO Credit Agreement was terminated, and the obligations thereunder were discharged. The terms of the Amended and Restated KeyBank Credit Agreement include, among other things: | ● | the origination of the Revolving Facility in the amount of $400 million which matures on September 29, 2030, with two six-month extension options; |
| ● | indebtedness under the Revolving Facility accrues at a rate ranging from SOFR plus 100 basis points to SOFR plus 160 basis points, based on the Company’s total indebtedness as a percentage of the Company’s total asset value, as defined in the Amended and Restated KeyBank Credit Agreement. The Company may utilize daily simple SOFR or term SOFR, at its election; |
| ● | the upsize of the 2029 Term Loan from $125 million to $150 million, with a maturity date of September 30, 2029; |
| ● | the upsize of the 2030 Term Loan from $125 million to $150 million, with a maturity date of September 25, 2030; |
| ● | the origination of the 2031 Term Loan in the amount of $150 million that matures on September 29, 2031; |
| ● | the origination of the 2032 Term Loan in the amount of $150 million that matures on March 29, 2032; |
| ● | indebtedness outstanding under the 2029 Term Loan, the 2030 Term Loan, the 2031 Term Loan, and the 2032 Term Loan accrues at a rate ranging from SOFR plus 115 basis points to SOFR plus 175 basis points, based on the Company’s total indebtedness as a percentage of the Company’s total asset value, as defined in the Amended and Restated KeyBank Credit Agreement. The Company may utilize daily simple SOFR or term SOFR, at its election; and |
| ● | an accordion feature which allows for total borrowings under the Facilities, in the aggregate, to be increased to an amount not to exceed $1.5 billion. |
As of September 30, 2026, the commitment level under the Revolving Facility was $400.0 million and the Company had an outstanding balance of $123.0 million. The available borrowing capacity under the Revolving Facility, subject to borrowing base restrictions, was $245.8 million as of September 30, 2026. The Company is subject to customary restrictive covenants under the Amended and Restated KeyBank Credit Agreement, including, but not limited to, limitations on the Company’s ability to: (i) incur indebtedness; (ii) make certain investments; (iii) incur certain liens; (iv) engage in certain affiliate transactions; and (v) engage in certain major transactions such as mergers. In addition, the Company is subject to various financial maintenance covenants as described in the Amended and Restated KeyBank Credit Agreement. Mortgage Note Payable. On March 3, 2022, in connection with the acquisition of Price Plaza Shopping Center, the Company assumed an existing $17.8 million secured fixed-rate mortgage note payable, which bears interest at a fixed rate of 4.06% and matures in August 2026. At maturity in August 2026, the Company repaid the $17.8 million mortgage note. Long-term debt consisted of the following (in thousands): | | | | | | | | | | | | | September 30, 2026 | | December 31, 2025 | | | Total | | | Due Within One Year | | | Total | | | Due Within One Year | Revolving Facility | $ | 123,000 | | $ | — | | $ | 151,000 | | $ | — | 2027 Term Loan | | — | | | — | | | 100,000 | | | — | 2028 Term Loan | | — | | | — | | | 100,000 | | | — | 2029 Term Loan | | 150,000 | | | — | | | 125,000 | | | — | 2030 Term Loan | | 150,000 | | | — | | | 125,000 | | | — | 2031 Term Loan | | 150,000 | | | — | | | — | | | — | 2032 Term Loan | | 150,000 | | | — | | | — | | | — | Mortgage Note Payable | | — | | | — | | | 17,800 | | | 17,800 | Financing Costs, net of Accumulated Amortization | | (5,379) | | | — | | | (2,455) | | | — | Total Long-Term Debt | $ | 717,621 | | $ | — | | $ | 616,345 | | $ | 17,800 |
Payments applicable to reduction of principal amounts as of September 30, 2026 will be required as follows (in thousands): | | | As of September 30, | | Amount | Remainder of 2026 | $ | — | 2027 | | — | 2028 | | — | 2029 | | 150,000 | 2030 | | 273,000 | 2031 | | 150,000 | 2032 and Thereafter | | 150,000 | Total Long-Term Debt - Face Value | $ | 723,000 |
The carrying value of long-term debt as of September 30, 2026 consisted of the following (in thousands): | | | | | Total | Current Face Amount | $ | 723,000 | Financing Costs, net of Accumulated Amortization | | (5,379) | Total Long-Term Debt | $ | 717,621 |
In addition to the $5.4 million of financing costs, net of accumulated amortization included in the table above, as of September 30, 2026, the Company also had financing costs, net of accumulated amortization related to the Revolving Facility of $4.1 million which is included in other assets on the consolidated balance sheets. These costs are amortized on a straight-line basis over the term of the Revolving Facility and are included in interest expense in the Company’s accompanying consolidated statements of operations. The following table reflects a summary of interest expense incurred and paid during the three and nine months ended September 30, 2026 and 2025 (in thousands): | | | | | | | | | | | | | | Three Months Ended September 30, | | | Nine Months Ended September 30, | | | 2026 | | | 2025 | | | 2026 | | | 2025 | Interest Expense (1) | $ | 7,585 | | $ | 6,533 | | $ | 21,971 | | $ | 18,843 | Amortization of Deferred Financing Costs | | 349 | | | 300 | | | 1,017 | | | 940 | Amortization of Discount on Convertible Notes | | — | | | — | | | — | | | 45 | Total Interest Expense | $ | 7,934 | | $ | 6,833 | | $ | 22,988 | | $ | 19,828 | | | | | | | | | | | | | Total Interest Paid | $ | 7,805 | | $ | 4,160 | | $ | 21,920 | | $ | 16,950 |
(1) Net of capitalized interest of $0.1 million and $0.4 million during the three and nine months ended September 30, 2026, respectively, and $0.1 million capitalized during the nine months ended September 30, 2025. The Company was in compliance with all of its debt covenants as of September 30, 2026 and December 31, 2025.
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