Urban Edge Properties美股招股说明书(2025-08-11版)

URBAN EDGE PROPERTIES Common Shares We have entered into an equity distribution agreement dated August 11, 2025, with 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 andTruist Securities, Inc. (and, as applicable, their respective affiliates or agents), pursuant to which we may from time to time offer andsell our common shares having an aggregate offering price of up to $250,000,000. We refer to these entities, when acting in theircapacity as sales agents, individually as an “agent” and collectively as “agents.” The equity distribution agreement provides that, inaddition to the issuance and sale of common shares by us through an agent acting as a sales agent or directly to the agent acting asprincipal for its own account at a price agreed upon at the time of sale, we also may enter into forward sale agreements, between usand 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, ortheir respective affiliates, which we refer to, when acting in this capacity, individually as a “forward purchaser” and collectively as“forward purchasers,” each of which is also a party to the equity distribution agreement. We refer to Wells Fargo Securities, LLC,Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Jefferies LLC, Morgan Stanley & Co. LLC, Nomura Securities International,Inc. (acting through BTIG, LLC as agent), TD Securities (USA) LLC and Truist Securities, Inc., when acting as agents for forwardpurchasers, individually as a “forward seller” and collectively as “forward sellers.” In connection with entering into the equitydistribution agreement, we terminated the equity distribution agreements we entered into with certain of the same parties in connectionwith a priorat-the-marketoffering program established in August 2022. Sales of our common shares, if any, under this prospectus supplement and the accompanying prospectus may be made in transactionsthat are deemed to be“at-the-market”offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the “SecuritiesAct”), including sales made directly on the New York Stock Exchange (“NYSE”) or sales made to or through a market maker otherthan on an exchange, or by any other method permitted by law, including privately negotiated transactions, which may include blocktrades. The agents are not required, individually or collectively, to sell any specific number of shares or dollar amount of our commonshares, but each agent will use commercially reasonable efforts consistent with its normal trading and sales practices, subject to theterms of the equity distribution agreement, to sell our common shares in its capacity as sales agent. If we sell shares to an agent asprincipal, we will enter into a separate terms agreement with the applicable agent, in which case we will describe this agreement in aseparate prospectus supplement to the extent required to update the information provided herein. Under the terms of the equity distribution agreement, we also may enter into forward sale agreements under separate master forwardsale agreements and related supplemental confirmations between us and a forward purchaser or its affiliate. In connection with eachparticular forward sale agreement, the applicable forward purchaser will use commercially reasonable efforts to borrow from thirdparties and, through the applicable forward seller, sell a number of our common shares equal to the number of shares underlying theparticular forward sale agreement. We will not initially receive any proceeds from the sale of borrowed common shares by a forward seller. We expect to fully physicallysettle each particular forward sale agreement with the applicable forward purchaser on one or more dates specified by us on or prior tothe maturity date of that particular forward sale agreement, in which case we will expect to receive aggregate net cash proceeds atsettlement equal to the number of shares underlying the particular forward sale agreement multiplied by the applicable forward saleprice. However, we may also elect to cash settle or net share settle a particular forward sale agreement, in which case we may notreceive any proceeds from the issuance of shares, and we will instead receive or pay cash (in the case of cash settlement) or receive ordeliver common shares (in the case of net share settlement). Each agent will receive from us a commission that will not exceed, but may be lower than, 2.0% of the gross sales price of all sharessold through it as agent under the equity distribution agreement. In connection with each forward sale, we will pay the applicableforward purchaser, in the form of a reduced initial forward sale price under the related forward sale agreement with the related for