01/29/2026 | Press release | Distributed by Public on 01/29/2026 19:06
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 2025 LTIP Units(1) | (2) | 01/27/2026 | A | 65,240 | (1) | (2) | Common Shares | 65,240 | $ 0 | 65,240 | D | ||||
| LTIP Units (2026 LTI Perf.)(3) | (2) | 01/27/2026 | A | 13,710 | (4) | (2) | Common Shares | 13,710 | $ 0 | 13,710 | D | ||||
| LTIP Units (2026 LTI Time)(3) | (2) | 01/27/2026 | A | 30,941 | (5) | (2) | Common Shares | 30,941 | $ 0 | 30,941 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Langer Mark C/O URBAN EDGE PROPERTIES 12 EAST 49TH STREET, 44TH FLOOR NEW YORK, NY 10017 |
Chief Financial Officer | |||
| /s/ Heather Ohlberg under POA | 01/29/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Represents LTIP Units in Urban Edge Properties LP granted pursuant to an elective program under which members of management elected to forgo 2025 cash bonuses and receive equity with a grant date fair value equal to the cash forgone plus a 20% match by the Issuer. The LTIPs shown represent both the forgone bonus plus the match, all of which vest ratably over three years, subject to continued employment through each vesting date, with the initial vesting occurring on January 27, 2027. |
| (2) | Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes and vesting, each LTIP Unit may be converted, at the election of the holder, into a Common Unit. Each Common Unit acquired upon conversion of an LTIP Unit may be converted into one Common Share of Urban Edge Properties (the "Issuer"). LTIP Units are generally not convertible without the consent of the Issuer until two years from the date of the grant. The right to convert LTIP Units into Common Units and to convert Common Units into Common Shares do not have expiration dates. |
| (3) | Represents LTIP Units in Urban Edge Properties LP granted pursuant to the Urban Edge Properties 2026 long-term incentive plan (the "2026 LTI Plan") under the Urban Edge Properties 2024 Omnibus Share Plan. The 2026 LTI Plan is comprised of LTIP Units that vest solely based on time, which we refer to as "2026 LTI Time" in Table II and those that vest and are earned subject to both time and performanced hurdles, which we refer to as "2026 LTI Perf." in Table II. |
| (4) | The LTIP Units are scheduled to vest as follows: 50% as soon as practicable following the determination of the units earned upon completion of the three year performance measurement period ending January 26, 2029 (the "Measurement Period") and 25% on each of January 27, 2030 and January 27, 2031, subject to continued employment through such dates and the achievement of certain performance based criteria based on the Issuer's total return to shareholders during the Measurement Period. The number of LTIP Units reported represents the maximum number of LTIP Units that may be earned based on the Issuer's total return to shareholders during the Measurement Period. Excludes 41,124 LTIP units granted under the 2026 LTI Plan the earning of which is subject to conditions that are not tied solely to the market price of an equity security of the Issuer. |
| (5) | The LTIP Units vest ratably over three years, subject to continued employment through each vesting date, with the initial vesting occurring on January 27, 2027. |