UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 8-K


CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

~~July 30~~August 11, 2025

URBAN EDGE PROPERTIES

URBAN EDGE PROPERTIES LP

(Exact name of Registrant as specified in its charter)

Maryland

(Urban Edge Properties)

001-36523

(Urban Edge Properties)

47-6311266

Delaware

(Urban Edge Properties LP)

333-212951-01

(Urban Edge Properties LP)

36-4791544

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification Number)

12 East 49th Street,

12 East 49th Street

New York

10017

(Address of Principal Executive offices) (Zip Code)


Registrant’s telephone number including area code:	(212)	956-0082

Former name or former address, if changed since last report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Urban Edge Properties


Title of class of registered securities	Trading symbol	Name of exchange on which registered
Common shares of beneficial interest, par value $0.01 per share	UE	The New York Stock Exchange

Urban Edge Properties LP


Title of class of registered securities	Trading symbol	Name of exchange on which registered
None	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Urban Edge Properties ~~- Emerging growth company~~ ☐ Urban Edge Properties LP ~~- Emerging growth company~~ ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Urban Edge Properties o Urban Edge Properties LP o

~~This~~Item ~~Current Report on Form~~ 8-K is filed by Urban Edge Properties, a Maryland real estate investment trust (the “Company”), and Urban Edge Properties LP, a Delaware limited partnership through which the Company conducts substantially all of its operations (the "Operating Partnership").01 ~~The~~Other ~~Company is the sole general partner of the Operating Partnership~~Events.

~~Item~~On 2August 11, 2025, Urban Edge Properties (the “Company”) and its operating partnership, Urban Edge Properties LP (the “Operating Partnership”), entered into an equity distribution agreement (the “Equity Distribution Agreement”) with each of Wells Fargo Securities, LLC, BTIG, LLC, Goldman Sachs & Co.02 ~~Results~~LLC, J.P. Morgan Securities LLC, Jefferies LLC, Morgan Stanley & Co. LLC, TD Securities (USA) LLC and Truist Securities, Inc., each in its capacity as sales agent and/or principal (each, an “Agent”, and collectively, the “Agents”) and, together with Nomura Securities International, Inc. (acting through BTIG, LLC as its agent), and except in the case of ~~Operations~~BTIG, LLC, in its capacity as forward seller (each, a “Forward Seller”, and collectively, the “Forward Sellers”), and each of Wells Fargo Bank, National Association, Goldman Sachs & Co. LLC, JPMorgan Chase Bank, National Association, Jefferies LLC, Morgan Stanley & Co. LLC, Nomura Global Financial ~~Condition~~Products Inc., The Toronto-Dominion Bank and Truist Bank, as forward purchaser (each, a “Forward Purchaser”, and collectively, the “Forward Purchasers”), pursuant to which the Company may from time to time offer and sell, through the Agents, acting as the Company’s agent or, if applicable, as Forward Sellers, or directly to the Agents acting as principal for their own accounts, the Company’s common shares, par value $0.01 per share, having an aggregate offering price of up to $250 million (the “Shares”). Concurrently with entry into the Equity Distribution Agreement, the Company entered into separate master forward confirmations (collectively, the “Master Confirmations”), each dated August 11, 2025, by and between the Company and each of the Forward Purchasers.

OnThe ~~July 30,~~Company ~~2025,~~and the ~~Company~~Operating ~~announced~~Partnership ~~its~~entered ~~financial~~into ~~results for~~ the ~~three~~Equity ~~and~~Distribution ~~six~~Agreement ~~months~~in ~~ended~~connection ~~June 30,~~with ~~2025.~~the ~~Copies~~filing of the ~~Company's~~Form ~~Earnings~~S-3 ~~Press~~Shelf ~~Release~~Registration ~~and~~Statement ~~Supplemental Disclosure Package are furnished~~ (as ~~Exhibits~~defined ~~99.1~~below), ~~and~~which ~~99.2,~~was ~~respectively,~~filed to ~~this~~replace ~~Current~~the ~~Report~~Company’s onand ~~Form~~the ~~8-K.~~Operating ~~The~~Partnership’s ~~information~~expiring ~~contained~~registration instatement ~~this Current Report~~ on Form 8S-K,3 ~~including~~(File ~~Exhibits 99~~No.1 ~~and~~333-266885) ~~99.2 attached hereto, is being "furnished" and shall not be deemed "~~filed" ~~for~~with ~~purposes of Section 18 of~~ the Securities and Exchange ~~Act~~Commission ~~of 1934, as amended~~ (the ~~"Exchange Act"~~“Commission”), oron ~~otherwise~~August ~~subject to the liabilities of Section 18~~15, ~~nor~~2022. ~~shall~~The it“at-the-market” beoffering ~~deemed~~program ~~incorporated~~established by ~~reference~~the ~~into~~Equity ~~any~~Distribution ~~filing~~Agreement ofand ~~the~~related ~~Company~~prospectus orsupplement ~~the Operating Partnership~~ under the ~~Securities~~Form ~~Act~~S-3 ofShelf ~~1933,~~Registration asStatement ~~amended~~replaces (the ~~“Securities~~Company’s ~~Act~~“at-the-market”), orprogram ~~the~~established ~~Exchange Act, except as expressly set forth by specific reference~~ in ~~such~~August ~~filing~~2022.

~~Item~~The 7Equity Distribution Agreement provides that, in addition to the issuance and sale of Shares through the Agents, the Company may also enter into forward sale agreements pursuant to any Master Confirmation and related supplemental confirmations to be entered into between the Company and the relevant Forward Purchaser pursuant thereto (collectively, the “Forward Sale Agreement”).01 ~~Regulation~~In FDconnection ~~Disclosure~~with any Forward Sale Agreement, a Forward Purchaser, or its affiliate or agent will, at the Company’s request, borrow from third parties and, through its Forward Seller, sell a number of Shares equal to the number of Shares underlying such Forward Sale Agreement. In no event will the aggregate number of Shares sold through the Agents or the Forward Sellers under the Equity Distribution Agreement, including through the Forward Sale Agreements, have an aggregate sales price in excess of $250 million.

OnThe ~~July 30,~~Company ~~2025, the~~will ~~Company~~not ~~announced~~initially ~~its~~receive ~~financial~~any ~~results~~proceeds ~~for~~from the ~~three~~sale ~~and~~of ~~six~~borrowed ~~months~~Shares ~~ended~~by ~~June 30,~~the ~~2025~~Forward ~~and~~Sellers. ~~made~~The ~~available~~Company onexpects ~~its~~to ~~website~~fully ~~the~~physically ~~Earnings~~settle ~~Press~~each ~~Release~~particular ~~and~~Forward ~~Supplemental~~Sale ~~Disclosure~~Agreement ~~Package~~(by ~~described~~delivering inShares) ~~Item~~with ~~2.02~~the ~~above.~~applicable ~~The~~Forward ~~information~~Purchaser ~~contained~~on inone ~~this~~or ~~Current~~more ~~Report~~dates specified by the Company on ~~Form~~or ~~8-K,~~prior ~~including~~to ~~Exhibits~~the ~~99.1~~maturity ~~and~~date ~~99.2~~of ~~attached~~that ~~hereto~~particular Forward Sale Agreement, isin ~~being~~which ~~"furnished"~~case ~~and~~the ~~shall~~Company ~~not~~will beexpect ~~deemed~~to ~~"filed"~~receive ~~for~~aggregate ~~purposes~~net ofcash ~~Section~~proceeds 18at settlement equal to the number of Shares underlying the ~~Exchange~~particular ~~Act,~~Forward orSale ~~otherwise~~Agreement multiplied by the relevant forward sale price per share. However, subject to certain conditions, the ~~liabilities~~Company ofmay ~~Section~~also ~~18,~~elect ~~nor~~to ~~shall~~cash itsettle beor ~~deemed~~net ~~incorporated~~share bysettle ~~reference~~a ~~into~~particular ~~any~~Forward ~~filing~~Sale ofAgreement. If the Company orelects ~~the~~to ~~Operating~~cash ~~Partnership~~settle ~~under~~any forward sale transaction, it may not receive any proceeds and may owe cash to the ~~Securities~~applicable ~~Act~~Forward orPurchaser. If the ~~Exchange~~Company ~~Act~~elects to net share settle any forward sale transaction, ~~except~~it aswill ~~expressly~~not ~~set~~receive ~~forth~~any byproceeds ~~specific~~and ~~reference~~may inowe ~~such~~Shares ~~filing~~to the applicable Forward Purchaser.

~~Item~~The 9compensation to each Agent will be a mutually agreed commission that will not exceed, but may be lower than, 2.010% ~~Financial~~of ~~Statements~~the ~~and~~gross ~~Exhibits~~proceeds of the Shares sold through it as the Company’s Agent pursuant to the Equity Distribution Agreement. The compensation to the Forward Sellers will be a mutually agreed commission in the form of a reduction to the initial forward price under the related Forward Sale Agreement that will not exceed, but may be lower than, 2.0% of the volume-weighted average sales price of all borrowed common shares sold through the applicable Forward Seller during the applicable forward hedge selling period.

Sales of Shares through or to the Agents, if any, will be made in amounts and at times to be determined by the Company from time to time, but the Company has no obligation to sell any of the Shares in the offering and may suspend sales in connection with the offering at any time. Actual sales will depend on a variety of factors to be determined by the Company from time to time, including (damong others) ~~Exhibits:~~market conditions, the trading price of the Company’s common shares and determinations by the Company of the appropriate sources of funding for the Company. Any sales of Shares pursuant to the Equity Distribution Agreement may be made in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on the New York Stock Exchange or sales made to or through a market maker other than on an exchange, as well as in negotiated or other transactions described in the prospectus supplement relating to the offering of the Shares, which may include block trades. The Company or any of the Agents, Forward Sellers or Forward Purchasers may at any time suspend offers or sales under the Equity Distribution

99.1						Earnings Press Release of Urban Edge Properties dated July 30, 2025
99.2						Supplemental Disclosure Package of Urban Edge Properties as of June 30, 2025
104						Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document)

Agreement or terminate the Equity Distribution Agreement, but in the case of an Agent, Forward Seller or a Forward Purchaser, only with respect to itself.

The Shares will be issued pursuant to the Company’s registration statement on Form S-3 (File No. 333-289464), filed with the Commission on August 11, 2025 (the “Form S-3 Shelf Registration Statement”), which became immediately effective upon filing, and a prospectus supplement dated August 11, 2025, filed by the Company with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act.

The Equity Distribution Agreement contains customary representations, warranties and agreements of the Company and the Operating Partnership, indemnification rights and obligations of the parties and termination provisions. The foregoing description of the Equity Distribution Agreement and the Master Confirmations does not purport to be complete and is qualified in its entirety by reference to the terms and conditions of the Equity Distribution Agreement filed herewith as Exhibit 1.1 and the form of Master Forward Confirmation filed herewith as Exhibit 1.2 to this Current Report on Form 8-K and are incorporated herein by reference. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 9.01. Financial Statements and Exhibits.


(d)			Exhibits


1.1						Equity Distribution Agreement, dated August 11, 2025, among the Company and the Operating Partnership, and each of Wells Fargo Securities, LLC, BTIG, LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Jefferies LLC, Morgan Stanley & Co. LLC, TD Securities (USA) LLC and Truist Securities, Inc., each in its capacity as sales agent and/or principal and, together with Nomura Securities International, Inc. (acting through BTIG, LLC as its agent), and except in the case of BTIG, LLC, in its capacity as forward seller, and each of Wells Fargo Bank, National Association, Goldman Sachs & Co. LLC, JPMorgan Chase Bank, National Association, Jefferies LLC, Morgan Stanley & Co. LLC, Nomura Global Financial Products Inc., The Toronto-Dominion Bank and Truist Bank, each in its capacity as forward purchaser.
1.2						Form of Master Forward Confirmation
5.1						Opinion of Venable LLP regarding the legality of the securities being issued by the Company
23.1						Consent of Venable LLP to the filing of Exhibit 5.1 herewith (included in its opinion filed as Exhibit 5.1)
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SIGNATURE

Pursuant to the requirements of the Exchange Act, the registrants have duly caused this report to be signed on their behalf by the undersigned ~~hereunto~~thereunto duly authorized.

		URBAN EDGE PROPERTIES
Date: July 30, 2025	By:	/s/ Mark Langer
		(Registrant)
Date: August 11, 2025	By:	/s/ Mark Langer
		Mark Langer, Executive Vice President and Chief Financial Officer

		URBAN EDGE PROPERTIES LP
		By: Urban Edge Properties, General Partner
Date: July 30, 2025	By:	/s/ Mark Langer
Date: August 11, 2025	By:	/s/ Mark Langer
		Mark Langer, Executive Vice President and Chief Financial Officer

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