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Distribution Increase; Significant HBC Leasing Progress; Introduces 2026 Guidance
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TORONTO — Primaris Real Estate Investment Trust (“Primaris” or “the Trust”) (TSX: PMZ.UN) announced today financial and operating results for the third quarter ended September 30, 2025.
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Quarterly Financial and Operating Results Highlights
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- $159.2 million total rental revenue (net of $2.0 million negative impact from HBC);
- $794 per square foot total same store sales productivity;
- +0.7% Same Properties Cash Net Operating Income** (“Cash NOI”) growth, or +1.7% adjusting for a $0.6 million operating cost accrual adjustment, or +2.1% excluding the impact from disclaimed HBC locations;
- 92.8% committed occupancy, 91.8% in-place occupancy (including vacancy from HBC locations of 532,000 square feet, or approximately 3.7%,) and 85.1% long-term in-place occupancy;
- +5.3% weighted average spread on renewing rents* across 335,000 square feet;
- +5.7% Funds from Operations** (“FFO”) per average diluted unit growth to $0.443; (net of $0.016 per unit negative impact from disclaimed HBC locations);
- 52.6% FFO Payout Ratio** (assuming exchange of all Exchangeable Preferred LP Units 48.5%;
- $40.9 million in net income;
- $4.9 billion total assets;
- 5.9x Average Net Debt** to Adjusted EBITDA**;
- $617.6 million in liquidity*;
- $4.4 billion in unencumbered assets; and
- $21.58 Net Asset Value** (“NAV”) per unit outstanding.
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Business Update Highlights
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- Announces 2026 guidance with an anticipated Same Properties Cash NOI** growth of 1.0% to 3.0%, occupancy of 86% to 88%, Cash NOI** of $385 to $395 million, and FFO** per unit fully diluted of $1.83 to $1.88;
- Reiterates 2025 guidance for Same Properties Cash NOI** growth of 4.0% to 5.0%, Cash NOI** of $352 to $357 million, FFO** per unit fully diluted to $1.78 to $1.82, and updates occupancy to 85% to 87%;
- Entered into leases at three locations with disclaimed HBC spaces, including Promenades St-Bruno which was acquired on October 10, 2025, with anticipated tenant possession to occur in the first quarter of 2026;
- Disposed of three strip plazas in Medicine Hat, Alberta and an open air plaza in Calgary, Alberta;
- Purchased for cancellation 353,500 Trust Units under the Trust’s NCIB program for proceeds of $5.3 million at an average price per unit of approximately $15.18, representing a discount to NAV** per unit of approximately 29.7%;
- Developed 2026-2028 Sustainability strategic plan, following completion of the 2023-2025 plan;
- Completed third annual GRESB submission achieving a score of 3 green stars, a 4 point improvement to 84;
- Received Sector Leader status in the 2025 GRESB Real Estate Assessment Standing Investments Benchmark;
- On October 10, 2025, Primaris acquired Promenades St-Bruno in Montreal, Quebec for aggregate cash consideration of $482.1 million and issued 11,448,599 Trust Units at a price of $14.75 per unit;
- On October 9, 2025, Primaris issued $250 million aggregate principal amount of Series I senior unsecured green debentures maturing October 9, 2030, bearing interest at a fixed annual rate of 3.845% per annum;
- On October 28, 2025, disclaimer notices for all remaining HBC leases were received, with a disclaimer date of November 27, 2025; and
- On October 29, 2025, the Board of Trustees approved management’s recommendation to increase the distribution rate from $0.86 to $0.88 per unit per annum, or 2.3%.
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“Our shopping centre portfolio continues to perform well with strong rental revenue growth and robust leasing momentum,” said Patrick Sullivan, President and Chief Operating Officer. “Tenant demand across our portfolio is very strong, including demand for our HBC boxes. We are in advanced discussions with strong covenant, high-quality national retailers, including large format tenants and anticipate tenants to take possession early in 2026.”
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“With the October acquisition of Promenade St-Bruno, Primaris’ high quality acquisitions now exceed $3.3 billion since 2021. All of these acquisitions offer strong NOI growth potential and significant excess land,” said Alex Avery, Chief Executive Officer. “We have materially expanded and enhanced the overall quality of our enclosed shopping centre portfolio, driving the portfolio’s proforma annual same store sales productivity to $800 per square foot. Disciplined capital allocation remains a core focus for us, while driving strong financial and operating results, delivering transformative changes to our portfolio.”
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“Primaris’ differentiated financial model combined with strong growth in same-property NOI, occupancy, leasing spreads and recovery ratios, and expected continued strong growth across these metrics, supports our fifth annual distribution increase,” said Rags Davloor, Chief Financial Officer. “REITs with track records of consistent annual distribution increases have historically delivered above average total returns and been included in exclusive indices that focus on dividend growers.”
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2025 Financial Outlook
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Disciplined capital allocation is a key pillar to Primaris’ strategy. To this end, Primaris established certain targets for managing the Trust’s financial condition and maintaining a conservative capital structure (see Section 3, “Business Overview and Strategy” of the management’s discussion and analysis for the three and nine months ended September 30, 2025 (the “MD&A”)).
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Guidance:
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In addition to its established targets, Primaris has provided guidance for the full year of 2025 in the Annual MD&A. This guidance has been subsequently updated, most recently, in the press release dated October 6, 2025 relating to the Trust’s acquisition of Promenades St-Bruno. The most recent previously published guidance for the full year of 2025 is reproduced below and has been updated to reflect management’s current expectations based on the most recent information available to management.
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2025 Guidance | ||||||||
(unaudited) | Previously Published | Updated | Additional Notes | MD&A Section Reference | ||||
Occupancy | Decrease of 6.0% to 7.0% (or 87.5% to 88.5% based on December 31, 2024 in-place occupancy) | 85% to 87% | Assumes HBC disclaims all their leases, comprising 1,286.6 thousand square feet, during 2025 and the impact of acquisitions | Section 8.1, “Occupancy” and Section 8.6 “Top 30 Tenants” | ||||
Contractual rent steps in rental revenue | $3.4 to $3.8 million | $3.1 to $3.3 million | Section 9.1, “Components of Net Income (Loss)” | |||||
Straight-line rent adjustment in rental revenue | $6.0 to $7.2 million | $5.5 to $6.5 million | Updated to reflect actual results to September 30, 2025 and management’s expectations for the balance of the 2025 year. | Section 9.1, “Components of Net Income (Loss)” | ||||
Same Properties Cash NOI** growth | 4.0% to 5.0% | No change in guidance | Same Properties excludes Northland (under redevelopment) and the acquisitions of Les Galeries de la Capitale, Oshawa Centre, Southgate Centre (50%), Lime Ridge Mall and Professional Centre and Promenades St-Bruno | Section 9.1, “Components of Net Income (Loss)” | ||||
Cash NOI** | $352 to $357 million | No change in guidance | Includes the impact of the January 31, 2025 and June 17, 2025 acquisitions and approximately $250 million of dispositions throughout the year. Updated to reflect actual results to September 30, 2025 and management’s expectations for the balance of the 2025 year. | Section 9.1, “Components of Net Income (Loss)” | ||||
General and administrative expenses | $36 to $38 million | $38 to $40 million | Impacted by bonus accruals | Section 9.1, “Components of Net Income (Loss)” | ||||
Operating capital expenditures | Recoverable Capital $18 to $20 million Leasing Capital $20 to $24 million | No change in guidance | Section 8.7, “Operating Capital Expenditures” | |||||
Redevelopment capital expenditures | $48 to $50 million | $40 to $45 million | Primarily attributable to Devonshire Mall and Northland | Section 7.4, “Redevelopment and Development” | ||||
FFO** per unit1 | $1.78 to $1.82 per unit fully diluted | No change in guidance | Includes the impact of the January 31, 2025 and June 17, 2025 acquisitions and approximately $250 million of dispositions throughout the year. Updated to reflect actual results to September 30, 2025 and management’s expectations for the balance of the 2025 year. | Section 9.2, “FFO** and AFFO**” | ||||
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** Denotes a non-GAAP measure. See “Non-GAAP Measures”. See also Section 1, “Basis of Presentation” – “Use of Non-GAAP Measures” and Section 12, “Non-GAAP Measures” of the MD&A.
1 Units outstanding and weighted average units outstanding assumes the exchange of exchangeable preferred units in subsidiary limited partnerships of the Trust that are exchangeable into Trust Units (“Exchangeable Preferred LP Units”). See Section 10.6, “Unit Equity and Distributions” of the MD&A.
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Primaris has provided guidance for the full year of 2026 as follows:
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2026 Guidance | ||||||
(unaudited) | Additional Notes | MD&A Section Reference | ||||
Occupancy | 86% to 88% | Section 8.1, “Occupancy” and Section 8.6 “Top 30 Tenants” | ||||
Contractual rent steps in rental revenue | $3.5 to $4.0 million | Section 9.1, “Components of Net Income (Loss)” | ||||
Straight-line rent adjustment in rental revenue | $8.0 to $9.0 million | Section 9.1, “Components of Net Income (Loss)” | ||||
Same Properties Cash NOI** growth | 1.0% to 3.0% | Excludes growth from 2025 Acquisition properties | Section 9.1, “Components of Net Income (Loss)” | |||
Cash NOI** | $385 to $395 million | Section 9.1, “Components of Net Income (Loss)” | ||||
General and administrative expenses | $40 to $42 million | Section 9.1, “Components of Net Income (Loss)” | ||||
Operating capital expenditures | Recoverable Capital: $28 to $30 million Leasing Capital: $25 to $30 million | Section 8.7, “Operating Capital Expenditures” | ||||
Redevelopment capital expenditures | $60 to $64 million | Section 7.4, “Redevelopment and Development” | ||||
FFO** per unit1 fully diluted | $1.83 to $1.88 | Guidance includes the sale of Northland Village but no other acquisition or disposition activity | Section 9.2, “FFO** and AFFO**” |
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** Denotes a non-GAAP measure. See “Non-GAAP Measures”. See also Section 1, “Basis of Presentation” – “Use of Non-GAAP Measures” and Section 12, “Non-GAAP Measures” of the MD&A.
1 Units outstanding and weighted average units outstanding assumes the exchange of exchangeable preferred units in subsidiary limited partnerships of the Trust that are exchangeable into Trust Units (“Exchangeable Preferred LP Units”). See Section 10.6, “Unit Equity and Distributions” of the MD&A.
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On September 24, 2024, Primaris released a set of targets for the period ending December 31, 2027. These targets are not guidance, but are an outlook based on the execution of Primaris’ strategic pillars.
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(unaudited) | 3 Year Targets | Progress to Date | Additional Notes | MD&A Section Reference | ||||
In-place Occupancy | New Target: | Target reduced to reflect impact of HBC and acquisition activity which increase HBC exposure. In-place occupancy was 92.4% at December 31, 2023 In-place occupancy was 94.5% at December 31, 2024 | Section 8.1, “Occupancy” | |||||
Annual Same Properties Cash NOI** growth | 3% to 4% | Growth for the year ended December 31, 2023 was 5.4% Growth for the year ended December 31, 2024 was 4.5% | Section 9.1, “Components of Net Income (Loss)” | |||||
Acquisitions | > $1 billion Achieved | $1,891 million | October 1, 2024 – Les Galeries de la Capitale January 31, 2025 – Oshawa Centre and Southgate Centre June 17, 2025 – Lime Ridge Mall and Professional Centre October 10, 2025 – Promenades St-Bruno | Section 7.3, “Transactions” | ||||
Dispositions | > $500 million | $278.1 million | December 13, 2024 – Edinburgh Market Place February 21, 2025 – excess land February 28, 2025 – Sherwood Park Mall and Professional Centre March 31, 2025 – St. Albert Centre May 30, 2025 – Lansdowne Industrial July 21, 2025 – Carry Drive, Dunmore Plaza and Park Plaza July 23, 2025 – Northpointe Town Centre | Section 7.3, “Transactions” | ||||
Annual FFO** per unit1 growth (fully diluted) | 4% to 6% | Growth for the year ended December 31, 2023 was 0.5% Growth for the year ended December 31, 2024 was 6.5% | Section 9.2, “FFO** and AFFO**” | |||||
Annual Distribution Growth | 2% to 4% | In November 2022 announced a 2.5% increase In November 2023 announced a 2.4% increase In November 2024 announced a 2.4% increase In November 2025 announced a 2.3% increase | Section 10.6, “Unit Equity and Distributions” |
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** Denotes a non-GAAP measure. See “Non-GAAP Measures”. See also Section 1, “Basis of Presentation” – “Use of Non-GAAP Measures” and Section 12, “Non-GAAP Measures”. of the MD&A.
1 Per weighted average units outstanding calculated on a diluted basis, assuming the exchange of Exchangeable Preferred LP Units for Trust Units. See Section 10.6, “Unit Equity and Distributions” of the MD&A.
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See Section 2, “Forward-Looking Statements and Financial Outlook” of the MD&A for a description of the material factors, assumptions, risks and uncertainties that could impact the financial outlook statements.
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Select Financial and Operational Metrics
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As at or for the three months ended September 30, (in ‘000s of Canadian dollars unless otherwise indicated) (unaudited) | 2025 | 2024 | Change | |||||||||
Number of investment properties | 33 | 37 | (4 | ) | ||||||||
Gross leasable area (in millions of square feet) (at Primaris’ share) | 14.5 | 12.4 | 2.1 | |||||||||
Long-term in-place occupancy | 85.1 | % | 90.2 | % | (5.1 | )% | ||||||
In-place occupancy | 91.8 | % | 93.4 | % | (1.6 | )% | ||||||
Committed occupancy | 92.8 | % | 94.8 | % | (2.0 | )% | ||||||
Weighted average net rent per occupied square foot* | $ | 29.16 | $ | 25.38 | $ | 3.78 | ||||||
Weighted average lease term (in years) | 4.0 | 4.3 | (0.3 | ) | ||||||||
Same stores sales productivity*,1 | $ | 794 | $ | 715 | $ | 79 | ||||||
Same stores sales productivity growth3 | 11.0 | % | 4.9 | % | n/a | |||||||
Total assets | $ | 4,923,276 | $ | 4,139,415 | $ | 783,861 | ||||||
Total liabilities | $ | 2,577,860 | $ | 2,052,539 | $ | 525,321 | ||||||
Total rental revenue | $ | 159,190 | $ | 119,536 | $ | 39,654 | ||||||
Cash flow from (used in) operating activities | $ | 54,646 | $ | 43,570 | $ | 11,076 | ||||||
Distributions per Trust Unit | $ | 0.215 | $ | 0.210 | $ | 0.005 | ||||||
Cash Net Operating Income** (“Cash NOI”) | $ | 89,393 | $ | 70,024 | $ | 19,369 | ||||||
Same Properties2 Cash NOI** growth3 | 0.7 | % | 4.6 | % | n/a | |||||||
Net income (loss) | $ | 40,880 | $ | (30,818 | ) | $ | 71,698 | |||||
Net income (loss) per unit4 | $ | 0.322 | $ | (0.294 | ) | $ | 0.616 | |||||
Funds from Operations** (“FFO”) per unit4– average diluted | $ | 0.443 | $ | 0.419 | $ | 0.024 | ||||||
FFO** per unit growth | 5.7 | % | (0.5 | )% | n/a | |||||||
FFO Payout Ratio**5 | 52.6 | % | 52.5 | % | 0.1 | % | ||||||
FFO Payout Ratio** – on a fully exchanged basis6 | 48.5 | % | 50.1 | % | (1.6 | )% | ||||||
Adjusted Funds from Operations** (“AFFO”) per unit4 – average diluted | $ | 0.303 | $ | 0.304 | $ | (0.001 | ) | |||||
AFFO** per unit growth | (0.3 | )% | 2.7 | % | n/a | |||||||
AFFO Payout Ratio**5 | 76.9 | % | 72.4 | % | 4.5 | % | ||||||
Weighted average units outstanding4 – diluted (in thousands) | 128,224 | 106,237 | 21,987 | |||||||||
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** Denotes a non-GAAP measure. See “Non-GAAP Measures”. See also Section 1, “Basis of Presentation” – “Use of Non-GAAP Measures” and Section 12, “Non-GAAP Measures” of the MD&A.
* Supplementary financial measure. See “Use of Operating Metrics”. See also Section 1, “Basis of Presentation” – “Use of Operating Metrics” of the MD&A.
1 For the rolling twelve-months ended August 31, 2025 and August 31, 2024, respectively.
2 Properties owned throughout the entire 21 months ended September 30, 2025, excluding properties under development or major redevelopment, are referred to as “Same Properties”.
3 Prior period amounts not restated for current period property categories.
4 Per unit calculations, outstanding units and weighted average diluted units outstanding assumes the exchange of Exchangeable Preferred LP Units for Trust Units. See Section 10.6, “Unit Equity and Distributions” of the MD&A.
5 Distributions declared per unit used in calculating the FFO* and AFFO* Payout Ratios include distributions declared on Exchangeable Preferred LP Units. See Section 10.6, “Unit Equity and Distributions” of the MD&A.
6 Calculated as if all the Exchangeable Preferred LP Units were exchanged into Trust Units. See Section 9.2, “FFO** and AFFO**” of the MD&A.
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Select Financial and Operational Metrics (continued)
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As at or for the three months ended September 30, (in ‘000s of Canadian dollars unless otherwise indicated) (unaudited) | 2025 | 2024 | Change | |||||||||
Net Asset Value** (“NAV”) per unit outstanding1 | $ | 21.58 | $ | 21.82 | $ | (0.24 | ) | |||||
Average Net Debt** to Adjusted EBITDA**2 | 5.9 | x | 5.8 | x | 0.1 | x | ||||||
Interest Coverage**2,3 | 3.0 | x | 3.1 | x | (0.1) | x | ||||||
Liquidity * | $ | 617,556 | $ | 701,595 | $ | (84,039 | ) | |||||
Unencumbered assets | $ | 4,382,604 | $ | 3,325,797 | $ | 1,056,807 | ||||||
Unencumbered assets to unsecured debt | 2.4 | x | 2.2 | x | 0.2 | x | ||||||
Secured debt as a percent of Total Debt** | 12.1 | % | 13.7 | % | (1.6 | )% | ||||||
Total Debt** to Total Assets**3 | 41.6 | % | 42.1 | % | (0.5 | )% | ||||||
Fixed rate debt as a percent of Total Debt** | 97.6 | % | 96.0 | % | 1.6 | % | ||||||
Weighted average term to debt maturity – Total Debt** (in years) | 4.1 | 4.2 | (0.1 | ) | ||||||||
Weighted average interest rate of Total Debt** | 5.17 | % | 5.30 | % | (0.13 | )% | ||||||
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** Denotes a non-GAAP measure. See “Non-GAAP Measures”. See also Section 1, “Basis of Presentation” – “Use of Non-GAAP Measures” and Section 12, “Non-GAAP Measures” of the MD&A.
* Supplementary financial measure. See “Use of Operating Metrics”. See also Section 1, “Basis of Presentation” – “Use of Operating Metrics” of the MD&A.
1 Units outstanding assumes the exchange of Exchangeable Preferred LP Units for Trust Units. See Section 10.6, “Unit Equity and Distributions” of the MD&A.
2 For the rolling four-quarters ended September 30, 2025 and 2024, respectively.
3 Calculated on the basis described in the trust indenture and supplemental indentures that govern the Trust’s senior unsecured debentures (collectively, the “Trust Indentures”). See Section 10.4, “Capital Structure” of the MD&A.
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Operating Results
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For the three months ended September 30, (in ‘000s of Canadian dollars except per unit amounts) (unaudited) | 2025 | 2024 | Change | |||||||||||||||||||||
Contribution | per unit1 | Contribution | per unit1 | Contribution | per unit1 | |||||||||||||||||||
NOI** from: | ||||||||||||||||||||||||
Same Properties2 | $ | 61,881 | $ | 0.483 | $ | 62,997 | $ | 0.593 | $ | (1,116 | ) | $ | (0.011 | ) | ||||||||||
Acquisitions | 26,001 | 0.203 | 340 | 0.003 | 25,661 | 0.242 | ||||||||||||||||||
Dispositions | 444 | 0.003 | 6,699 | 0.063 | (6,255 | ) | (0.059 | ) | ||||||||||||||||
Property under redevelopment | 2,417 | 0.019 | 1,909 | 0.018 | 508 | 0.005 | ||||||||||||||||||
Interest and other income | 2,251 | 0.017 | 3,583 | 0.034 | (1,332 | ) | (0.013 | ) | ||||||||||||||||
Net interest and other financing charges (excluding distributions on Exchangeable Preferred LP Units) | (27,977 | ) | (0.218 | ) | (23,106 | ) | (0.218 | ) | (4,871 | ) | (0.046 | ) | ||||||||||||
General and administrative expenses (net of internal costs for leasing activity) | (8,004 | ) | (0.062 | ) | (5,973 | ) | (0.056 | ) | (2,031 | ) | (0.019 | ) | ||||||||||||
Unhedged portion of derivative fair value adjustment3 | — | — | (1,700 | ) | (0.016 | ) | 1,700 | 0.016 | ||||||||||||||||
Amortization | (241 | ) | (0.002 | ) | (191 | ) | (0.002 | ) | (50 | ) | — | |||||||||||||
Impact from variance of units outstanding | — | — | — | — | — | (0.092 | ) | |||||||||||||||||
FFO** and FFO** per unit – average diluted1 | $ | 56,772 | $ | 0.443 | $ | 44,558 | $ | 0.419 | $ | 12,214 | $ | 0.024 | ||||||||||||
FFO** per unit growth | 5.7 | % | ||||||||||||||||||||||
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** Denotes a non-GAAP measure. See “Non-GAAP Measures”. See also Section 1, “Basis of Presentation” – “Use of Non-GAAP Measures” and Section 12, “Non-GAAP Measures” of the MD&A.
1 Per weighted average diluted unit. Weighted average units outstanding assumes the exchange of Exchangeable Preferred LP Units for Trust Units. See Section 10.6, “Unit Equity and Distributions” of the MD&A.
2 Properties owned throughout the entire 21 months ended September 30, 2025, excluding properties under development or major redevelopment, are referred to as “Same Properties”. Per unit calculations separate the impact of change in contribution from the change in the weighted average diluted units outstanding.
3 The definition of FFO**, as provided by REALPAC, allows for the changes in fair value of financial instruments which are economically effective hedges to be excluded from the calculation of FFO**. The portion of the fair value change to derivatives which did not relate to an economically effective hedge negatively impacted fair value in the period ending September 30, 2024.
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FFO** for the three months ended September 30, 2025 was $0.024 per unit, or 5.7%, higher than the same period of the prior year. The increase was driven by NOI** from Acquisitions of $0.242 per unit. These increases were partially offset by a decrease in NOI** of $0.059 per unit from the disposition activity, higher net interest and other financing charges of $0.046 per unit, a $0.011 per unit decrease in NOI** from Same Properties and a $0.092 per unit decrease due to the net change in the weighted average units diluted outstanding (unit issuances for the Acquisitions partially offset by NCIB activity).
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FFO** per unit for the three months ended September 30, 2025 was negatively impacted $0.016 per unit by the disclaimed HBC leases. FFO** for the three months ended September 30, 2024 was negatively impacted $0.016 per unit due to the impact of settling an unhedged derivative.
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The FFO Payout Ratio** for the three months ended September 30, 2025 of 52.6%. Calculating the ratio as if all of the Exchangeable Preferred LP Units were already exchanged into Trust Units would result in a FFO Payout Ratio of 48.5%, compared to the targeted range of 45% to 50%.
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Same Properties Cash NOI** for the three month ended September 30, 2025 was $0.4 million, or 0.7%, higher than the same period of the prior year driven by the performance of the Same Properties shopping centres. The increase in the Same Properties shopping centres’ Cash NOI** was primarily driven by higher revenues from base rent and specialty leasing revenue, partially offset by declines in percentage rent in lieu of base rent and net recoveries driven by higher expenses.
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The Same Properties shopping centres Cash NOI** was negatively impacted by an adjustment to a prior quarter operating cost accrual for $0.6 million, or 1.0% change over the same period in 2024. The growth was also negatively impacted by $0.8 million from the disclaimed HBC locations. Same Properties growth would have been 1.7% adjusting for the operating cost accrual, and 3.1% adjusting for both the accrual and the impact from HBC.
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Redevelopment projects contributed $0.8 million of incremental rent to the portfolio for the three months ended September 30, 2025 (see Section 7.4, “Redevelopment and Development” of the MD&A).
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The table below illustrates the composition of AFFO** and the drivers of the change for the three months ended September 30, 2025 as compared to the same period in 2024.
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For the three months ended September 30, (in ‘000s of Canadian dollars except per unit amounts) (unaudited) | 2025 | 2024 | Change | |||||||||||||||||||||
Contribution | per unit1 | Contribution | per unit1 | Contribution | per unit1 | |||||||||||||||||||
FFO** | $ | 56,772 | $ | 0.443 | $ | 44,558 | $ | 0.419 | $ | 12,214 | $ | 0.115 | ||||||||||||
Internal expenses for leases | (2,727 | ) | (0.021 | ) | (1,954 | ) | (0.018 | ) | (773 | ) | (0.007 | ) | ||||||||||||
Straight-line rent | (1,243 | ) | (0.010 | ) | (1,635 | ) | (0.015 | ) | 392 | 0.004 | ||||||||||||||
Recoverable and non-recoverable costs | (7,916 | ) | (0.062 | ) | (3,691 | ) | (0.035 | ) | (4,225 | ) | (0.040 | ) | ||||||||||||
Tenant allowances and leasing costs | (5,990 | ) | (0.047 | ) | (4,994 | ) | (0.047 | ) | (996 | ) | (0.009 | ) | ||||||||||||
Impact from variance of units outstanding | — | — | — | — | — | (0.064 | ) | |||||||||||||||||
AFFO** and AFFO** per unit – average diluted1 | $ | 38,896 | $ | 0.303 | $ | 32,284 | $ | 0.304 | $ | 6,612 | $ | (0.001 | ) | |||||||||||
AFFO** per unit growth | (0.3 | )% | ||||||||||||||||||||||
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** Denotes a non-GAAP measure. See “Non-GAAP Measures”. See also Section 1, “Basis of Presentation” – “Use of Non-GAAP Measures” and Section 12, “Non-GAAP Measures” of the MD&A.
1 Per weighted average diluted unit. Weighted average units outstanding assumes the exchange of Exchangeable Preferred LP Units for Trust Units. See Section 10.6, “Unit Equity and Distributions” of the MD&A.
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Occupancy and Leasing Results
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Primaris’ leasing activities are focused on driving value by actively managing the tenant and merchandising mix at its investment properties.
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In-place occupancy decreased 1.6% from September 30, 2024 to 91.8% at September 30, 2025. In-place occupancy for Same Properties decreased 1.1% from September 30, 2024 to 92.0% at September 30, 2025. The disclaimed HBC leases negatively impacted occupancy by approximately 3.7% compared to December 31, 2024 and September 30, 2024.
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Average in-place occupancy is calculated by averaging the occupied square feet and total GLA for each month in the measurement period. Same Properties average in-place occupancy rate for the nine months ended September 30, 2025 was 92.3%, an increase of 0.2% from September 30, 2024. However, the Same Properties average in-place occupancy rate for the three months ended September 30, 2025 decreased 1.9% compared with September 30, 2024 due to the impact of the disclaimed HBC leases.
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As at | 2025 Count | In-place Occupancy | |||||||||
September 30, 2025 | December 31, 2024 | September 30, 2024 | |||||||||
Shopping centres1 | 22 | 91.7 | % | 94.3 | % | 93.2 | % | ||||
Other properties2 | 5 | 95.3 | % | 92.3 | % | 92.2 | % | ||||
Same Properties in-place occupancy3 | 27 | 92.0 | % | 94.2 | % | 93.1 | % | ||||
Acquisitions4 | 5 | 90.7 | % | 99.0 | % | — | |||||
Property under redevelopment5 | 1 | 96.6 | % | 96.5 | % | 99.3 | % | ||||
In-place occupancy excluding dispositions | 33 | 91.8 | % | 94.6 | % | 93.3 | % | ||||
Dispositions6 | — | 93.2 | % | 94.3 | % | ||||||
In-place occupancy | 91.8 | % | 94.5 | % | 93.4 | % | |||||
Same Properties average in-place occupancy | |||||||||||
Three months ended | 27 | 91.0 | % | 93.8 | % | 92.9 | % | ||||
Year to date | 27 | 92.3 | % | 92.6 | % | 92.1 | % | ||||
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1
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Shopping centres classified as Same Properties include 21 enclosed malls and 1 open air centre, Highstreet Shopping Centre in Abbotsford, BC.
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2
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Other properties classified as Same Properties include 2 plazas, and 3 office buildings.
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3
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Properties owned throughout the entire 21 months ended September 30, 2025, excluding properties under development or major redevelopment, are referred to as “Same Properties”.
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4
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Acquisitions includes 4 enclosed malls and one professional centre (see Section 7.3, “Transactions” of the MD&A).
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5
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Northland in Calgary, Alberta.
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6
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Dispositions represents the sales of properties in 2025 and 2024 (see Section 7.3, “Transactions” of the MD&A).
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In the quarter, Primaris completed 190 leasing deals totaling 0.5 million square feet. The weighted average spread on renewing rents* (for the 121 leases renewed in the quarter) was 5.3% (5.6% for commercial retail unit renewals and 4.0% for large format renewals).
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Robust Liquidity and Differentiated Financial Model
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The following table summarizes key metrics relating to Primaris’ unencumbered assets and unsecured debt.
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($ thousands) (unaudited) As at | Target Ratio | September 30, 2025 | December 31, 2024 | Change | ||||||||||
Unencumbered assets – number | 27 | 31 | (4 | ) | ||||||||||
Unencumbered assets – value | $ | 4,382,604 | $ | 3,646,922 | $ | 735,682 | ||||||||
Unencumbered asset value as a percentage of the investment properties’ value | 91.0 | % | 89.7 | % | 1.3 | % | ||||||||
Secured debt to Total Debt** | <40% | 12.1 | % | 14.7 | % | (2.5 | )% | |||||||
Unsecured Debt | $ | 1,800,000 | $ | 1,468,120 | $ | 331,880 | ||||||||
Unencumbered assets to unsecured debt | 2.4 | x | 2.5 | x | (0.1 | x) | ||||||||
Unencumbered assets in excess of unsecured debt | $ | 2,582,604 | $ | 2,178,802 | $ | 403,802 | ||||||||
Percent of Cash NOI** generated by unencumbered assets | 89.6 | % | 86.1 | % | 3.5 | % | ||||||||
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** Denotes a non-GAAP measure. See “Non-GAAP Measures”. See also Section 1, “Basis of Presentation” – “Use of Non-GAAP Measures” and Section 12, “Non-GAAP Measures” of the MD&A.
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Liquidity* at quarter end was $617.6 million, or 30% of Total Debt**.
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Primaris’ NAV** per unit outstanding at quarter end was $21.58.
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Subsequent Events
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On October 9, 2025, Primaris issued $250 million aggregate principal amount of Series I senior unsecured debentures maturing October 9, 2030, bearing interest at a fixed annual rate of 3.845% per annum.
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On October 10, 2025, Primaris acquired Promenades St-Bruno in Montreal, Quebec for aggregate consideration of:
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- $320.0 million of cash;
- $160.0 million of Trust Units at a price of $21.40 per unit (or 7,476,636 Trust Units); and
- $85.0 million of 6.00% Exchangeable Preferred LP Units, which are exchangeable into Trust Units at an exchange price of $21.40 per unit (for 3,971,963 Trust Units).
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In accordance with the terms of the acquisition, Primaris elected to satisfy the equity portion of the consideration by delivering to the vendor the net proceeds from its bought deal offering of 11,448,559 Trust Units, comprising an initial issuance of 10,000,000 Trust Units that closed on October 10, 2025, and an additional 1,448,599 Trust Units issued following the exercise of the over-allotment option, which closed on October 21, 2025, representing the aggregate number of Trust Units corresponding to the equity portion of the purchase price. As a result, $482.1 million cash consideration was paid to the vendor.
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On October 10, 2025, Primaris issued 10,000,000 Trust Units at a price of $14.75 per unit and on October 21, 2025, the over-allotment of 1,448,599 Trust Units was exercised. Net proceeds of $162,112 formed partial consideration for the acquisition of Promenades St-Bruno.
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Purchased for cancellation an additional 12,500 Units under the ASPP for consideration of $0.2 million as of October 29, 2025, for total NCIB purchases since inception of the Trust of 14,564,609 Units at an average price of $14.28, or a discount to NAV** per unit of approximately 33.8%.
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On October 29, 2025, the Board of Trustees approved management’s recommendation to increase the distribution rate from $0.86 to $0.88 per unit per annum, or 2.3%. The increase will be effective for the distribution declared December 31, 2025 and paid January 16, 2026.
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Conference Call and Webcast: | ||
Date: | Thursday, October 30, 2025, at 10:00 a.m. (ET) | |
Dial: | 1-833-950-0062 | |
Passcode: | 071896 | |
Link: | Please go to the Investor Relations section on Primaris’ website or click here. | |
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The call will be accessible for replay until November 6, 2025, by dialing 1-866-813-9403 with access code 121909, or on the Investor Relations section of the website.
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About Primaris Real Estate Investment Trust
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Primaris is Canada’s only enclosed shopping centre focused REIT, with ownership interests in leading enclosed shopping centres located in growing Canadian markets. The current portfolio totals 15.6 million square feet, valued at approximately $5.4 billion at Primaris’ share. Economies of scale are achieved through its fully internal, vertically integrated, full-service national management platform. Primaris is very well-capitalized and is exceptionally well positioned to take advantage of market opportunities at an extraordinary moment in the evolution of the Canadian retail property landscape.
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Forward-Looking Statements and Financial Outlook
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Certain statements included in this news release constitute ‘‘forward-looking information’’ or “forward-looking statements” within the meaning of applicable securities laws. The words “will”, “expects”, “plans”, “estimates”, “intends” and similar expressions are often intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Specific forward-looking statements made or implied in this news release include but are not limited to statements regarding: growth opportunities, estimated annual growth of Same Properties Cash NOI**, expected future distributions, expected benefits from the Trust’s normal course issuer bid activity, future acquisition and disposition activity, the Trust’s targets for managing its financial condition and the financing of eligible green projects. Forward-looking statements are provided for the purpose of presenting information about management’s current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. These statements are not guarantees of future performance and are based on estimates and assumptions that are inherently subject to risks and uncertainties. Primaris cautions that although it is believed that the assumptions are reasonable in the circumstances, actual results, performance or achievements of Primaris may differ materially from the expectations set out in the forward-looking statements. Material risk factors and assumptions include those set out in the Annual MD&A, as updated by the MD&A, which are each available on SEDAR+, and in Primaris’ other materials filed with the Canadian securities regulatory authorities from time to time. Given these risks, undue reliance should not be placed on these forward-looking statements, which apply only as of their dates.
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Certain forward-looking information included in this news release may also be considered “financial outlook” for purposes of applicable securities law, including statements under the heading “2025 Financial Outlook”. Financial outlook about the Trust’s prospective results of operations including, without limitation, anticipated FFO** per unit, anticipated Cash NOI** and Same Properties Cash NOI** growth, impact on rental revenue of contractual rent-steps, anticipated general and administrative expenses, anticipated operating capital expenditures, anticipated redevelopment capital expenditures, anticipated straight-line rent adjustment to revenue, anticipated occupancy, and the Trust’s December 2027 targets for a number of key metrics, including in-place occupancy, annual Same Properties Cash NOI** growth, acquisition and disposition activity, annual FFO** per unit growth and annual distribution growth, is subject to the same assumptions, risk factors, limitations and qualifications as set forth in the Annual MD&A, as updated by the MD&A, and the Trust’s annual information form. The Trust and management believe that such financial outlook has been prepared on a reasonable basis, reflecting management’s best estimates and judgments. However, this information is subjective and subject to numerous risks. Financial outlook contained in this news release was provided for the purpose of providing further information about the Trust’s prospective financial performance and readers are cautioned that it should not be used for other purposes.
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Readers are also urged to examine the Trust’s materials filed with the Canadian securities regulatory authorities from time to time as they may contain discussions on risks and uncertainties which could cause the actual results and performance of Primaris to differ materially from the forward-looking statements and financial outlook contained in this news release. All forward-looking statements and financial outlook in this news release are qualified by these cautionary statements. These forward-looking statements and financial outlook are made as of October 29, 2025 ,and Primaris, except as required by applicable securities laws, assumes no obligation to update or revise them to reflect new information or the occurrence of future events or circumstances.
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Non-GAAP Measures
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Information in this news release is a select summary of results. This news release should be read in conjunction with the MD&A and the Trust’s unaudited interim consolidated financial statements and the accompanying notes for the three and nine months ended September 30, 2025 and 2024 (the “Financial Statements”).
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The Financial Statements are prepared in accordance with IFRS accounting standards as issued by the IASB, however, in this news release, Primaris also uses a number of measures which do not have a standardized meaning prescribed under generally accepted accounting principles (“GAAP”) in accordance with IFRS. These non-GAAP measures, which are denoted in this news release by the suffix “**”, include non-GAAP financial measures and non-GAAP ratios, each as defined in National Instrument 52-112, Non-GAAP and Other Financial Measures Disclosure (“NI 52-112”). None of these non-GAAP measures should be construed as an alternative to financial measures calculated in accordance with GAAP. Furthermore, these non-GAAP measures may not be comparable to similar measures presented by other real estate entities and should not be construed as an alternative to financial measures determined in accordance with IFRS. A definition of each non-GAAP measure used herein and an explanation of management’s reasons as to why it believes the measure is useful to investors can be found in the section entitled “Non-GAAP Measures” of the MD&A, which section is incorporated by reference into this news release, and a reconciliation to the most directly comparable financial measure in the Financial Statements, in each case, can be found below. The MD&A is available on the Trust’s profile on SEDAR+ at www.sedarplus.ca.
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Use of Operating Metrics
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Primaris uses certain operating metrics to monitor and measure the operational performance of its portfolio. Operating metrics in this news release include, among others, weighted average net rent per occupied square foot, weighted average spread on renewing rents, liquidity, same stores sales productivity and same stores sales productivity growth. These operating metrics, which may constitute supplementary financial measures as defined in NI 52-112, are not derived from directly comparable measures contained in the Financial Statements but may be used by management and disclosed on a periodic basis to depict the historical or future expected operating performance of the Trust’s portfolio. For an explanation of the composition of weighted average net rent per occupied square foot, see Section 8.2, “Weighted Average Net Rent” of the MD&A. For an explanation of weighted average spread on renewing rents, see Section 8.3, “Leasing Activity” of the MD&A. For an explanation of liquidity, see Section 10.2, “Liquidity and Unencumbered Assets” of the MD&A. For an explanation of the composition of same store sales productivity, see Section 8.4, “Tenant Sales” of the MD&A. These supplementary financial measure are denoted in this news release by the suffix “*”
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Primaris also uses certain non-financial operating metrics to describe its portfolio and portfolio operation performance. Non-financial operating metrics in this news release include, among others, number of investment properties, store count, GLA, in-place occupancy, committed occupancy, long-term in-place occupancy, and weighted average lease term. For the relationship of in-place occupancy to committed occupancy and to long-term in-place occupancy, see Section 8.1, “Occupancy” of the MD&A. For greater certainty, the portfolio operating metrics in the MD&A include only the Trust’s proportionate ownership of the 8 properties held in co-ownerships (see Section 7.2, “Co-ownership Arrangements” of the MD&A).
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Reconciliations of Non-GAAP Measures
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The following table reconciles NOI** and Cash NOI** to rental revenue and property operating costs as presented in the Financial Statements.
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($ thousands) (unaudited) | Three months | |||||||
For the periods ended September 30, | 2025 | 2024 | ||||||
Revenue | $ | 159,190 | $ | 119,536 | ||||
Operating costs | (68,447 | ) | (47,591 | ) | ||||
Net Operating Income** | 90,743 | 71,945 | ||||||
Exclude: | ||||||||
Straight-line rent adjustment | (1,243 | ) | (1,635 | ) | ||||
Lease surrender revenue | (107 | ) | (286 | ) | ||||
Cash Net Operating Income** | $ | 89,393 | $ | 70,024 | ||||
Cash NOI** margin | 56.6 | % | 59.5 | % | ||||
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** Denotes a non-GAAP measure. See “Non-GAAP Measures”. See also Section 1, “Basis of Presentation” – “Use of Non-GAAP Measures” and Section 12, “Non-GAAP Measures” of the MD&A.
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The following tables are a further analysis of Cash NOI** above.
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($ thousands) (unaudited) | Three months | |||||||||
For the periods ended September 30, | Count | 2025 | 2024 | |||||||
Cash Net Operating Income** from: | ||||||||||
Shopping centres | 22 | $ | 59,293 | $ | 58,939 | |||||
Other properties | 5 | 2,574 | 2,518 | |||||||
Same Properties Cash NOI**1 | 27 | 61,867 | 61,457 | |||||||
Same Properties Growth | 0.7 | % | ||||||||
Acquisitions | 5 | 25,204 | 316 | |||||||
Dispositions | 356 | 6,574 | ||||||||
Property under redevelopment | 1 | 1,966 | 1,677 | |||||||
Cash Net Operating Income** | 33 | $ | 89,393 | $ | 70,024 | |||||
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For the periods ended September 30, ($ thousands) (unaudited) | Three months | |||||||
2025 | 2024 | |||||||
Same Properties NOI** | $ | 61,881 | $ | 62,997 | ||||
Exclude: | ||||||||
Straight-line rent | 39 | (1,254 | ) | |||||
Lease surrender revenue | (53 | ) | (286 | ) | ||||
Same Properties1 Cash NOI** | 61,867 | 61,457 | ||||||
Same Properties Growth | 0.7 | % | ||||||
Cash NOI** from: | ||||||||
Acquisitions | 25,204 | 316 | ||||||
Disposition | 356 | 6,574 | ||||||
Property under redevelopment | 1,966 | 1,677 | ||||||
Cash NOI** | $ | 89,393 | $ | 70,024 | ||||
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** Denotes a non-GAAP measure. See “Non-GAAP Measures”. Also see Section 1, “Basis of Presentation” – “Use of Non-GAAP Measures” and Section 12, “Non-GAAP Measures” of the MD&A.
1 Properties owned throughout the entire 21 months ended September 30, 2025, excluding properties under development or major redevelopment, are referred to as “Same Properties”.
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The following table illustrates the reconciliation of net income, as determined in accordance with GAAP, to FFO**.
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For the periods ended September 30, ($ thousands except per unit amounts) (unaudited) | Three months | |||||||
2025 | 2024 | |||||||
Net income (loss) | $ | 40,880 | $ | (30,818 | ) | |||
Reverse: | ||||||||
Distribution on Exchangeable Preferred LP Units | 6,590 | 3,075 | ||||||
Amortization of real estate assets | 71 | — | ||||||
Adjustments to fair value of derivative instruments1 | 273 | 3,773 | ||||||
Adjustments to fair value of unit-based compensation | 528 | 2,247 | ||||||
Adjustments to fair value of Exchangeable Preferred LP Units | 1,386 | 23,108 | ||||||
Adjustments to fair value of income producing properties | 7,089 | 41,219 | ||||||
Internal costs for leasing activity2 | 2,727 | 1,954 | ||||||
Funds from Operations** | $ | 56,772 | $ | 44,558 | ||||
FFO** per unit3 – average basic | $ | 0.447 | $ | 0.424 | ||||
FFO** per unit3 – average diluted | $ | 0.443 | $ | 0.419 | ||||
FFO Payout Ratio**4 – Target 45% – 50% | 52.6 | % | 52.5 | % | ||||
Total distributions declared per unit4 | $ | 0.233 | $ | 0.220 | ||||
Weighted average units outstanding3 – basic (in thousands) | 126,998 | 105,074 | ||||||
Weighted average units outstanding3 – diluted (in thousands) | 128,224 | 106,237 | ||||||
Number of units outstanding3 – end of period (in thousands) | 126,807 | 104,913 | ||||||
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** Denotes a non-GAAP measure. See Section 1, “Basis of Presentation” – “Use of Non-GAAP Measures” and Section 12, “Non-GAAP Measures” of the MD&A.
1 The definition of FFO*, as provided by REALPAC, allows for the changes in fair value of financial instruments which are economically effective hedges to be excluded from the calculation of FFO*.
2 Costs relating to full-time leasing and legal staff, included in general and administrative expenses, that can be reasonable and directly attributed to signed leases, and the would otherwise be capitalized if incurred from external sources
3 Per unit calculations, units outstanding and weighted average units outstanding assumes the exchange of Exchangeable Preferred LP Units for Trust Units. See Section 10.6, “Unit Equity and Distributions” of the MD&A.
4 Distributions declared per unit used in calculating the FFO* and AFFO* Payout Ratios include distributions declared on Exchangeable Preferred LP Units. See Section 10.6, “Unit Equity and Distributions” of the MD&A.
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FFO Payout Ratio**, calculated as if all the Exchangeable Preferred LP Units were exchanged into Trust Units.
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(unaudited) | Three months | Nine months | ||||||||||||||
For the periods ended September 30, | 2025 | 2024 | 2025 | 2024 | ||||||||||||
FFO** per unit1 – average diluted | $ | 0.443 | $ | 0.419 | $ | 1.328 | $ | 1.229 | ||||||||
Distributions declared per Trust Unit | $ | 0.215 | $ | 0.210 | $ | 0.645 | $ | 0.630 | ||||||||
FFO Payout Ratio** | 48.5 | % | 50.1 | % | 48.6 | % | 51.3 | % | ||||||||
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** Denotes a non-GAAP measure. See Section 1, “Basis of Presentation” – “Use of Non-GAAP Measures” and Section 12, “Non-GAAP Measures”.
1 Per unit calculations, units outstanding and weighted average units outstanding assumes the exchange of Exchangeable Preferred LP Units for Trust Units. See Section 10.6, “Unit Equity and Distributions”.
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The following table illustrates the reconciliation of FFO** to AFFO**.
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For the periods ended September 30, ($ thousands except per unit amounts) (unaudited) | Three months | |||||||
2025 | 2024 | |||||||
Funds from Operations** | $ | 56,772 | $ | 44,558 | ||||
Reverse: | ||||||||
Internal costs for leasing activity | (2,727 | ) | (1,954 | ) | ||||
Straight-line rent | (1,243 | ) | (1,635 | ) | ||||
Deduct: | ||||||||
Recoverable and non-recoverable costs | (7,916 | ) | (3,691 | ) | ||||
Tenant allowances and external leasing costs | (5,990 | ) | (4,994 | ) | ||||
Adjusted Funds from Operations** | $ | 38,896 | $ | 32,284 | ||||
AFFO** per unit1 – average basic | $ | 0.306 | $ | 0.307 | ||||
AFFO** per unit1 – average diluted | $ | 0.303 | $ | 0.304 | ||||
AFFO Payout Ratio**2 | 76.9 | % | 72.4 | % | ||||
Total distributions declared per unit2 | $ | 0.233 | $ | 0.220 | ||||
Weighted average units outstanding1 – basic (in thousands) | 126,998 | 105,074 | ||||||
Weighted average units outstanding1 – diluted (in thousands) | 128,224 | 106,237 | ||||||
Number of units outstanding1 – end of period (in thousands) | 126,807 | 104,913 | ||||||
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** Denotes a non-GAAP measure. See :Non-GAAP Measures”. See also Section 1, “Basis of Presentation” – “Use of Non-GAAP Measures” and Section 12, “Non-GAAP Measures” of the MD&A.
1 Per unit calculations, units outstanding and weighted average units outstanding assumes the exchange of Exchangeable Preferred LP Units to Trust Units. See Section 10.6, “Unit Equity and Distributions” of the MD&A.
2 Distributions declared per unit used in calculating the FFO* and AFFO* Payout Ratios include distributions declared on Exchangeable Preferred LP Units. See Section 10.6, “Unit Equity and Distributions” of the MD&A.
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The following table illustrates the calculation of NAV** per unit outstanding and Total Debt** to Total Assets**.
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($ thousands) (unaudited) As at | September 30, 2025 | December 31, 2024 | Change | |||||||||
Investment properties | $ | 4,484,418 | $ | 3,826,635 | $ | 657,783 | ||||||
Investment properties classified as held for sale | 330,857 | 239,933 | 90,924 | |||||||||
Cash and cash equivalents | 7,556 | 14,774 | (7,218 | ) | ||||||||
Term deposit | — | 100,000 | (100,000 | ) | ||||||||
Other Assets | 100,445 | 86,090 | 14,355 | |||||||||
Total assets | $ | 4,923,276 | $ | 4,267,432 | $ | 655,844 | ||||||
Mortgages payable | $ | 248,508 | $ | 252,023 | $ | (3,515 | ) | |||||
Senior unsecured debentures | 1,700,000 | 1,433,120 | 266,880 | |||||||||
Unsecured credit facilities | 100,000 | 35,000 | 65,000 | |||||||||
Total Debt** | $ | 2,048,508 | $ | 1,720,143 | $ | 328,365 | ||||||
Deferred financing costs and debt discounts (net of accumulated amortization) excluded from Total Debt** | (9,433 | ) | (9,269 | ) | (164 | ) | ||||||
Exchangeable Preferred LP Units | 390,662 | 239,622 | 151,040 | |||||||||
Other liabilities | 148,123 | 155,987 | (7,864 | ) | ||||||||
Total liabilities | $ | 2,577,860 | $ | 2,106,483 | $ | 471,377 | ||||||
Unitholders’ equity | $ | 2,345,416 | $ | 2,160,949 | $ | 184,467 | ||||||
Add: Exchangeable Preferred LP Units | 390,662 | 239,622 | 151,040 | |||||||||
Add: Obligation for purchase of Trust Units under automatic share purchase plan1 | 192 | 5,199 | (5,007 | ) | ||||||||
Net Asset Value** | $ | 2,736,270 | $ | 2,405,770 | $ | 330,500 | ||||||
NAV** per unit outstanding | $ | 21.58 | $ | 21.55 | $ | 0.03 | ||||||
Number of units outstanding2– end of period (in thousands) | 126,807 | 111,614 | 15,193 | |||||||||
Total Debt** to Total Assets**3 | 41.6 | % | 40.3 | % | 1.3 | % | ||||||
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** Denotes a non-GAAP measure. See “Non-GAAP Measures”. See also Section 1, “Basis of Presentation” – “Use of Non-GAAP Measures” and Section 12, “Non-GAAP Measures” of the MD&A
1 Liability recorded for the obligation to purchase Trust Units during the blackout period after September 30, 2025 under the automatic share purchase plan, but respective Trust Units were not yet cancelled.
2 Number of, units outstanding assumes the exchange of Exchangeable Preferred LP Units to Trust Units. See Section 10.6, “Unit Equity and Distributions” of the MD&A.
3 This ratio is a non-GAAP ratio calculated on the basis described in the Trust Indentures.
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The following table illustrates the calculation of Average Net Debt** to Adjusted EBITDA**, Interest Coverage** and Debt Service Coverage** ratios. The below ratios are calculated on a rolling four-quarters basis.
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($ thousands) (unaudited) For the rolling four-quarters ended September 30, | 2025 | 2024 | Change | |||||||||
Adjusted EBITDA** | $ | 305,454 | $ | 242,456 | $ | 62,998 | ||||||
Average Net Debt** | $ | 1,802,837 | $ | 1,411,836 | $ | 391,001 | ||||||
Average Net Debt** to Adjusted EBITDA**3Target 4.0x – 6.0x | 5.9 | x | 5.8 | x | 0.1 | x | ||||||
Interest expense1 | $ | 100,611 | $ | 78,803 | $ | 21,808 | ||||||
Interest Coverage**2,3 | 3.0 | x | 3.1 | x | (0.1) | x | ||||||
Principal repayments | $ | 4,664 | $ | 6,083 | $ | (1,419 | ) | |||||
Interest expense1 | $ | 100,611 | $ | 78,803 | $ | 21,808 | ||||||
Debt Service Coverage**3 | 2.9 | x | 2.9 | x | — | |||||||
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** Denotes a non-GAAP measure. See “Non-GAAP Measures”. See also Section 1, “Basis of Presentation” – “Use of Non-GAAP Measures” and Section 12, “Non-GAAP Measures” of the MD&A.
1 Interest expense includes interest on senior unsecured debentures, mortgages, and unsecured credit facilities. See Section 9.1, “Components of Net Income (Loss)” of the MD&A.
2 Calculated on the basis described in the Trust Indentures.
3 For the rolling four-quarters ended September 30, 2025 and 2024, respectively.
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The following table illustrates the reconciliation of net income (loss) to Adjusted EBITDA** for the three months ending September 30, 2025 and 2024.
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($ thousands) (unaudited) | Three months | |||||||
For the periods ended September 30, | 2025 | 2024 | ||||||
Net income (loss) | $ | 40,880 | $ | (30,818 | ) | |||
Interest income1 | (250 | ) | (2,692 | ) | ||||
Net interest and other financing charges | 34,567 | 26,181 | ||||||
Amortization of other assets | 312 | 191 | ||||||
Adjustments to fair value of derivative instruments | 273 | 5,473 | ||||||
Adjustments to fair value of unit-based compensation | 528 | 2,247 | ||||||
Adjustments to fair value of Exchangeable Preferred LP Units | 1,386 | 23,108 | ||||||
Adjustments to fair value of investment properties | 7,089 | 41,219 | ||||||
Adjusted EBITDA** | $ | 82,013 | $ | 64,909 | ||||
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** Denotes a non-GAAP measure. See “Non-GAAP Measures”. See also Section 1, “Basis of Presentation” – “Use of Non-GAAP Measures” and Section 12, “Non-GAAP Measures” of the MD&A.
1 Interest income earned on cash balances.
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The following tables illustrate Adjusted EBITDA** for the rolling four-quarters ended September 30, 2025 and 2024.
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($ thousands) (unaudited) | Rolling 4-quarters | ||||||||||
For the periods | September 30, 2025 | Q3 2025 | Q2 2025 | Q1 2025 | Q4 2024 | ||||||
Adjusted EBITDA** | $ | 305,454 | 82,013 | 77,422 | 74,258 | 71,761 | |||||
($ thousands) (unaudited) | Rolling 4-quarters | ||||||||||
For the periods | September 30, 2024 | Q3 2024 | Q2 2024 | Q1 2024 | Q4 2023 | ||||||
Adjusted EBITDA** | $ | 242,456 | 64,909 | 62,790 | 58,543 | 56,214 | |||||
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** Denotes a non-GAAP measure. See “Non-GAAP Measures”. See also Section 1, “Basis of Presentation” – “Use of Non-GAAP Measures” and Section 12, “Non-GAAP Measures” of the MD&A.
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The following tables illustrate Average Net Debt** for the periods ended September 30, 2025 and 2024 based on the average of the Net Debt** at the beginning of the period and each quarter end during the period included in the calculation of Adjusted EBITDA**.
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($ thousands) (unaudited) As at | September 30, 2025 | June 30, 2025 | March 31, 2025 | December 31, 2024 | September 30, 2024 | |||||||||||||||
Total Debt** | $ | 2,048,508 | $ | 2,081,182 | $ | 1,871,851 | $ | 1,720,143 | $ | 1,741,434 | ||||||||||
less: Cash and cash equivalents and term deposit | (7,556 | ) | (5,546 | ) | (59,462 | ) | (114,774 | ) | (261,595 | ) | ||||||||||
Net Debt** | $ | 2,040,952 | $ | 2,075,636 | $ | 1,812,389 | $ | 1,605,369 | $ | 1,479,839 | ||||||||||
Average Net Debt** | $ | 1,802,837 | ||||||||||||||||||
($ thousands) (unaudited) As at | September 30, 2024 | June 30, 2024 | March 31, 2024 | December 31, 2023 | September 30, 2023 | |||||||||||||||
Total Debt** | $ | 1,741,434 | $ | 1,528,609 | $ | 1,530,074 | $ | 1,493,803 | $ | 1,227,544 | ||||||||||
less: Cash and cash equivalents and term deposit | (261,595 | ) | (80,756 | ) | (74,328 | ) | (44,323 | ) | (1,282 | ) | ||||||||||
Net Debt** | $ | 1,479,839 | $ | 1,447,853 | $ | 1,455,746 | $ | 1,449,480 | $ | 1,226,262 | ||||||||||
Average Net Debt** | $ | 1,411,836 | ||||||||||||||||||
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** Denotes a non-GAAP measure. See “Non-GAAP Measures”. See also Section 1, “Basis of Presentation” – “Use of Non-GAAP Measures” and Section 12, “Non-GAAP Measures” of the MD&A.
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The following tables illustrate interest expense, for the calculation of the Interest Coverage** and Debt Service Coverage** ratios, for rolling-four quarters ended September 30, 2025 and 2024.
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($ thousands) (unaudited) | Rolling 4-quarters | ||||||||||
For the periods | September 30, 2025 | Q3 2025 | Q2 2025 | Q1 2025 | Q4 2024 | ||||||
Interest expense1 | $ | 100,611 | 26,967 | 24,931 | 25,277 | 23,436 | |||||
($ thousands) (unaudited) | Rolling 4-quarters | ||||||||||
For the periods | September 30, 2024 | Q3 2024 | Q2 2024 | Q1 2024 | Q4 2023 | ||||||
Interest expense1 | $ | 78,803 | 22,104 | 20,204 | 19,334 | 17,161 | |||||
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1
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Interest expense includes interest on senior unsecured debentures, mortgages, and unsecured credit facilities. See Section 9.1, “Components of Net Income (Loss)” of the MD&A.
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The following tables illustrate principal repayments, for the calculation of the Debt Service Coverage** ratio, for the rolling four-quarters ended September 30, 2025 and 2024.
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($ thousands) (unaudited) | Rolling 4-quarters | ||||||||||
For the periods | September 30, 2025 | Q3 2025 | Q2 2025 | Q1 2025 | Q4 2024 | ||||||
Principal repayments | $ | 4,664 | 1,177 | 1,166 | 1,172 | 1,149 | |||||
($ thousands) (unaudited) | Rolling 4-quarters | ||||||||||
For the periods | September 30, 2024 | Q3 2024 | Q2 2024 | Q1 2024 | Q4 2023 | ||||||
Principal repayments | $ | 6,083 | 1,399 | 1,465 | 1,478 | 1,741 | |||||
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