Earnings release
Page 1
MorGuard FOR IMMEDIATE RELEASE Morguard Corporation Announces 2026 Second Quarter Results and Regular Eligible Dividend MISSISSAUGA , ON , ( August 5 , 2026 ) - Morguard Corporation ( " Morguard " or the " Company " ) ( TSX : MRC ) is pleased to announce its financial results for the three and six months ended June 30 , 2026 . OPERATIONAL AND BALANCE SHEET HIGHLIGHTS • • • On June 18 , 2026 , the Company issued $ 250.0 million principal amount of 4.307 % Series J senior unsecured debentures due on June 18 , 2029 . On June 22 , 2026 , the Company fully redeemed $ 175.0 million of 9.500 % Series H senior unsecured debentures due September 26 , 2026 . During the three months ended June 30 , 2026 , a portion of land was expropriated at a retail property in Ontario , for total net proceeds of $ 31.7 million . As previously announced on February 25 , 2026 , the Company , together with Morguard North American Residential REIT , agreed to invest approximately $ 1.0 billion in a Canadian multi - suite residential portfolio owned by TD Asset Management Inc. ( " TDAM ” ) , representing an approximate 20 % interest in up to 106 properties . During the quarter , the Company continued to progress through due diligence , including the determination of the allocation of individual ownership interest . The transaction is expected to close in the second half of 2026 , subject to completion of due diligence and customary approvals . Successfully completed the onboarding of TDAM - owned properties to Morguard's systems and operating platform under the previously executed property and asset management agreements , reflecting the strength and scalability of the Company's integrated operating model . The Company ended the second quarter in a strong liquidity position with $ 681 million of cash and available credit facilities , and has a $ 1.1 billion pool of unencumbered properties and other investments . The Company has a binding commitment to sell its leasehold interest in an office property consisting of 328,500 square feet located in Ottawa , Ontario , for gross proceeds of $ 148.2 million ( or $ 451 per square foot ) , excluding closing costs . The transaction is scheduled to close on August 31 , 2026 . During the second quarter , the Company refinanced maturing mortgages for gross proceeds of $ 305.8 million at an average interest rate of 4.56 % and an average term of 8.3 years . As at June 30 , 2026 , shareholders ' equity per common share was $ 431.59 , compared to $ 410.70 at December 31 , 2025 . REPORTING HIGHLIGHTS • • Net income increased by $ 33.7 million to $ 88.6 million , or 61.6 % , for the three months ended June 30 , 2026 , compared to $ 54.9 million for the same period in 2025 , primarily due to an increase in non - cash net fair value gain , partially offset by lower NOI , higher interest expense and higher income tax expense . Total revenue from real estate properties decreased by $ 3.5 million , or 1.4 % , to $ 253.1 million for the three months ended June 30 , 2026 , compared to $ 256.6 million for the same period in 2025 . Normalized funds from operations ( 1 ) ( " Normalized FFO " ) was $ 53.5 million , or $ 5.01 per common share , for the three months ended June 30 , 2026. This represents a decrease of $ 2.5 million , or 4.4 % , compared to $ 56.0 million , or $ 5.24 per common share for the same period in 2025 . Adjusted NOI ( 1 ) decreased by $ 3.2 million , or 2.3 % , to $ 138.1 million for the three months ended June 30 , 2026 , compared to $ 141.3 million for the same period in 2025 . Comparative NOI ( 1 ) decreased by $ 1.3 million , or 0.9 % , to $ 138.6 million for the three months ended June 30 , 2026 , compared to $ 139.9 million for the same period in 2025 . 1 ) Refer to Specified Financial Measures 1
Page 2
FINANCIAL HIGHLIGHTS Three months ended Six months ended June 30 June 30 (in thousands of dollars) 2026 2025 2026 2025 Revenue from real estate properties $253,072 $256,589 $507,561 $519,638 Revenue from hotel properties 9,875 9,142 16,782 14,516 Management and advisory fees 10,174 10,417 19,234 19,908 Interest and other income 4,533 4,271 9,123 8,556 Total revenue $277,654 $280,419 $552,700 $562,618 Revenue from real estate properties $253,072 $256,589 $507,561 $519,638 Revenue from hotel properties 9,875 9,142 16,782 14,516 Property operating expenses (104,052) (102,951) (272,772) (276,602) Hotel operating expenses (6,183) (5,800) (11,978) (10,498) Net operating income (“NOI”) $152,712 $156,980 $239,593 $247,054 Net income attributable to common shareholders $84,701 $54,001 $143,172 $112,136 Net income per common share – basic and diluted $7.93 $5.05 $13.41 $10.47 Funds from operations(1) $66,589 $56,519 $106,228 $103,761 FFO per common share – basic and diluted(1) $6.24 $5.28 $9.95 $9.69 Normalized funds from operations(1) $53,547 $56,039 $99,618 $106,003 Normalized FFO per common share – basic and diluted(1) $5.01 $5.24 $9.33 $9.90 (1) Refer to Specified Financial Measures. Total revenue during the three months ended June 30, 2026 , decreased by $2.7 million, or 1.0%, to $ 277.7 million compared to $280.4 million in 2025, mainly due to a decrease in revenue from real estate properties in the amount of $3.5 million, primarily due to an increase in vacancy within the office segment and an increase in vacancy, net of higher average monthly rent (“AMR”) within the multi-suite residential segment, partially offset by an increase in revenue from hotel properties in the amount of $0.7 million from an increase in average daily rate (“ADR”) and a decrease in occupancy, resulting in an overall increase in revenue per available room (“RevPar”). Net income for the three months ended June 30, 2026 was $ 88.6 million, compared to $ 54.9 million in 2025. The increase in net income of $33.7 million for three months ended June 30, 2025 was primarily due to the following: • A decrease in net operating income of $ 4.3 million mainly due to higher vacancy within the office and multi- suite residential segments, partly offset by an increase in AMR; • An increase in interest expense of $3.5 million, mainly due to an increase in interest on debentures primarily due to the issuance of Series I senior unsecured debentures in October 2025 and a loss on extinguishment of $2.6 million on the early redemption of the Series H senior unsecured debentures; • An increase in non-cash net fair value gain of $ 43.4 million, mainly due to a decrease in fair value loss on Morguard Residential REIT units, an increase in fair value gain on marketable securities, an increase in fair value gain on real estate properties, and an increase in fair value gain on other real estate investment funds; and • An increase in in income tax expense (current and deferred) of $ 1.9 million, mainly due to the increase in current tax relating to the disposal of properties, partially offset by a decrease in deferred tax due to a lower fair value gain recorded on the Company’s Canadian and U.S. properties. Total revenue during the six months ended June 30, 2026 , decreased by $9.9 million, or 1.8%, to $ 552.7 million compared to $562.6 million in 2025, mainly due to a decrease in revenue from real estate properties in the amount of $12.1 million, primarily due to an increase in vacancy within the Canadian multi-suite residential segment, net of higher AMR, higher vacancy within the office segment and a change in foreign exchange rate, partially offset by an increase in revenue from hotel properties in the amount of $2.3 million from an increase in occupancy and increase in ADR. 2
Page 3
Net income for the six months ended June 30, 2026 was $ 149.8 million, compared to $ 109.6 million in 2025. The increase in net income of $40.2 million for six months ended June 30, 2026 was primarily due to the following: • A decrease in net operating income of $ 7.5 million, mainly due to higher vacancy within the office and multi- suite residential segments and the change in foreign exchange rate, partly offset by an increase in AMR; • An increase in interest expense of $4.3 million, mainly due to an increase in interest on debentures primarily due to the issuance of Series I senior unsecured debentures in October 2025 and a loss on extinguishment of $2.6 million on the early redemption of the Series H senior unsecured debentures; and • An increase in non-cash net fair value gain of $ 54.0 million, mainly due to a increase in fair value gain on Morguard Residential REIT units and an increase in fair value gain on marketable securities, partially offset by a decrease in fair value gain on real estate properties. AVERAGE OCCUPANCY LEVELS The following table provides occupancy by asset class for the following periods: Suites/GLA Jun. Mar. Dec. Sep. Jun. Square Feet 2026 2026 2025 2025 2025 Multi-suite residential 17,798 92.4% 91.9% 92.4% 93.5% 94.9% Retail 7,512,500 (1) 89.8% 89.9% 89.7% 90.6% 90.0% Office(2) 8,706,500 80.4% 80.1% 82.6% 82.7% 84.9% (1) Retail occupancy has been adjusted to exclude development space of 416,637 square feet of GLA. (2) Office includes industrial properties (June 30, 2026 - 71.5%) with 1,014,500 square feet of GLA. ADJUSTED NET OPERATING INCOME (“ADJUSTED NOI”) The following table provides a reconciliation of Adjusted NOI to its closely related financial statement measurement for the following periods: Three months ended Six months ended June 30 June 30 (in thousands of dollars) 2026 2025 2026 2025 Multi-suite residential $74,374 $76,390 $146,330 $151,240 Retail 31,138 31,181 61,324 62,039 Office(1) 28,851 30,419 56,049 61,126 Hotel 3,692 3,342 4,804 4,018 Adjusted NOI 138,055 141,332 268,507 278,423 IFRIC 21 adjustment - multi-suite residential 12,946 13,210 (25,537) (27,941) IFRIC 21 adjustment - retail 1,711 2,438 (3,377) (3,428) NOI $152,712 $156,980 $239,593 $247,054 (1) Includes industrial properties with NOI for the three and six months ended June 30, 2026 of $2,137 (2025 - $2,720) and $4,364 (2025 - $5,524) respectively. For the three months ended June 30, 2026, Adjusted NOI decreased by $3.2 million, primarily due to an increase in vacancy, net of an increase in AMR within the multi-suite residential portfolio and a decrease in the office portfolio due to a lower non-recurring lease cancellation fees received compared to 2025 and higher vacancy, net of higher recovery of operating expenses, partially offset by an increase in hotel portfolio due to an increase in RevPar. For the six months ended June 30, 2026, Adjusted NOI decreased by $9.9 million, primarily due to an increase in vacancy, net of an increase in AMR within the multi-suite residential portfolio and a decrease in the office portfolio due to a lower non-recurring lease cancellation fees received compared to 2025 and higher vacancy, net of higher recovery of operating expenses, partially offset by an increase in hotel portfolio due to an increase in RevPar. 3
Page 4
FUNDS FROM OPERATIONS AND NORMALIZED FFO The following tables provide a reconciliation of FFO and Normalized FFO to its closely related financial statement measurement for the following periods: Three months ended Six months ended June 30 June 30 (in thousands of dollars) 2026 2025 2026 2025 Multi-suite residential $74,374 $76,390 $146,330 $151,240 Retail 31,138 31,181 61,324 62,039 Office 28,851 30,419 56,049 61,126 Hotel 3,692 3,342 4,804 4,018 Adjusted NOI 138,055 141,332 268,507 278,423 Other Revenue Management and advisory fees 10,174 10,417 19,234 19,908 Interest and other income 4,533 4,271 9,123 8,556 Equity-accounted FFO 732 656 1,403 1,212 15,439 15,344 29,760 29,676 Expenses and Other Interest (67,124) (63,610) (130,923) (126,595) Principal repayment of lease liabilities (457) (654) (908) (1,143) Property management and corporate (23,928) (21,789) (48,319) (46,714) Internal leasing costs 1,599 1,095 2,229 2,731 Amortization of capital assets (334) (278) (672) (566) Current income taxes (1,208) (1,617) (1,420) (4,254) Non-controlling interests’ share of FFO (11,464) (12,389) (22,248) (24,312) Unrealized changes in the fair value of financial instruments 14,685 (881) 10,913 (3,503) Other income (expense) 1,326 (34) (691) 18 FFO $66,589 $56,519 $106,228 $103,761 FFO per common share amounts – basic and diluted $6.24 $5.28 $9.95 $9.69 Weighted average number of common shares outstanding (in thousands): Basic 10,678 10,704 10,678 10,711 Diluted 10,683 10,704 10,680 10,711 Three months ended Six months ended June 30 June 30 (in thousands of dollars) 2026 2025 2026 2025 FFO (from above) $66,589 $56,519 $106,228 $103,761 Add/(deduct): Unrealized changes in the fair value of financial instruments (14,685) 881 (10,913) 3,503 SARs plan increase (decrease) in fair value 591 (541) 495 (218) SOP increase in fair value 393 — 806 — Loss on extinguishment of debentures payable 2,582 — 2,582 — Lease cancellation fee and other (1,317) (1,098) 1,341 (1,363) Tax effect of above adjustments (606) 278 (921) 320 Normalized FFO $53,547 $56,039 $99,618 $106,003 Per common share amounts – basic and diluted $5.01 $5.24 $9.33 $9.90 4
Page 5
THIRD QUARTER DIVIDEND The Board of Directors of Morguard Corporation announced that the third quarterly, eligible dividend of 2026 in the amount of $0.20 per common share will be paid on September 29, 2026, to shareholders of record at the close of business on September 15, 2026. SUBSEQUENT EVENT The Company entered into an agreement for the CMHC-insured refinancing of a Canadian multi-suite residential property providing gross proceeds of up to $88.5 million for a term of 10 years. The maturing mortgage amounts to $40.3 million and has an interest rate of 2.99%. The Company expects to close the refinancing during the third quarter of 2026. SPECIFIED FINANCIAL MEASURES The Company reports its financial results in accordance with IFRS Accounting Standards (“IFRS”). However, this earnings release also uses specified financial measures that are not defined by IFRS, which follow the disclosure requirements established by National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure for non-GAAP financial measures. Specified financial measures are categorized as non-GAAP financial measures, non- GAAP ratios, and other financial measures. Additional details on specified financial measures including supplementary financial measures, capital management measures and total segment measures are set out in the Company’s Management’s Discussion and Analysis for the three and six months ended June 30, 2026 and available on the Company’s profile on SEDAR+ at www.sedarplus.ca The following non-GAAP financial measures do not have any standardized meaning prescribed by IFRS and are not necessarily comparable to similar measures presented by other reporting issuers in similar or different industries. These measures should be considered as supplemental in nature and not as substitutes for related financial information prepared in accordance with IFRS. The Company’s management uses these measures to aid in assessing the Company’s underlying core performance and provides these additional measures so that investors may do the same. Management believes that the non-GAAP financial measures described below, which supplement the IFRS measures, provide readers with a more comprehensive understanding of management’s perspective on the Company’s operating results and performance. A reconciliation of each non-GAAP financial measure referred to in this earnings release is provided above. ADJUSTED NOI Adjusted NOI is an important measure in evaluating the operating performance of the Company’s real estate properties and is a key input in determining the fair value of the Company’s properties. Adjusted NOI represents NOI (an IFRS measure) adjusted to exclude the impact of realty taxes accounted for under IFRIC 21 as noted below. NOI includes the impact of realty taxes accounted for under the International Financial Reporting Interpretations Committee (“IFRIC”) Interpretation 21, Levies (“IFRIC 21”). IFRIC 21 states that an entity recognizes a levy liability in accordance with the relevant legislation. The obligating event for realty taxes for the U.S. municipalities in which the REIT operates is ownership of the property on January 1 of each year for which the tax is imposed and, as a result, the REIT records the entire annual realty tax expense for its U.S. properties on January 1, except for U.S. properties acquired during the year in which the realty taxes are not recorded in the year of acquisition. Adjusted NOI records realty taxes for all properties on a pro rata basis over the entire fiscal year. COMPARATIVE NOI Comparative NOI is presented in this earnings release because management considers this non-GAAP financial measure to be an important measure of the Company’s operating performance for properties owned by the Company continuously for the current and comparable reporting period and does not take into account the impact of the operating performance of property acquisitions and dispositions as well as properties subject to significant change as a result of recently completed development. In addition, Comparative NOI is presented in local currency, isolating any impact of foreign exchange fluctuations, and eliminates the impact of straight-line rents, realty taxes accounted for under IFRIC 21, lease cancellation fees and other non-cash and non-recurring items. FUNDS FROM OPERATIONS AND NORMALIZED FFO FFO (and FFO per common share) is a non-GAAP financial measure widely used as a real estate industry standard that supplement net income (loss) and evaluates operating performance but is not indicative of funds available to meet the Company’s cash requirements. FFO can assist with comparisons of the operating performance of the Company’s real estate between periods and relative to other real estate entities. FFO is computed in accordance with the current definition of the Real Property Association of Canada (“REALPAC”) and is defined as net income (loss) attributable to common shareholders adjusted for: (i) deferred income taxes, (ii) unrealized changes in the fair value 5
Page 6
of real estate properties, (iii) realty taxes accounted for under IFRIC 21, (iv) internal leasing costs, (v) gains/losses from the sale of real estate or hotel property (including income tax on the sale of real estate or hotel property), (vi) transaction costs expensed as a result of a business combination, (vii) gains/losses on business combination, (viii) the non-controlling interest of Morguard North American Residential REIT, (ix) amortization of depreciable real estate assets (including right-of-use assets), (x) amortization of intangible assets, (xi) principal payments of lease liabilities, (xii) FFO adjustments for equity-accounted investments, (xiii) provision for (recovery of) impairment, (xiv) other fair value adjustments and non-cash items. The Company considers FFO to be a useful measure for reviewing its comparative operating and financial performance. FFO per common share is calculated as FFO divided by the weighted average number of common shares outstanding during the period. Normalized FFO (and normalized FFO per common share) is computed as FFO excluding non-recurring items on a net of tax basis and other non-cash fair value adjustments. The Company believes it is useful to provide an analysis of Normalized FFO which excludes non-recurring items on a net of tax basis and other non-cash fair value adjustments excluded from REALPAC’s definition of FFO described above. NON-CONSOLIDATED INDEBTEDNESS TO GROSS BOOK VALUE RATIO Non-consolidated indebtedness to gross book value ratio is a compliance measure and establishes the limit for financial leverage of the Company on a Non-Consolidated Basis. Non-consolidated indebtedness to gross book value ratio is presented in this earnings release because management considers this non-GAAP measure to be an important compliance measure of the Company’s financial position. Non-consolidated gross book value is a measure of the value of the Company’s assets and is calculated as total assets less right-of-use assets accounted for under IFRS 16, Leases. Non-consolidated indebtedness is defined as the sum of the current and non-current portion of: (i) mortgages payable, (ii) Unsecured Debentures, (iii) convertible debentures, (iv) construction financing payable, (v) bank indebtedness, and (vi) loans payable. The Company’s unaudited condensed consolidated financial statements for the three and six months ended June 30, 2026, along with Management’s Discussion and Analysis will be available on the Company’s website at www.morguard.com and will be filed with SEDAR+ at www.sedarplus.ca. ABOUT MORGUARD CORPORATION Morguard Corporation is a real estate company, with total assets owned and under management valued at $24.2 billion. As at August 5, 2026, Morguard owns a diversified portfolio of 156 multi-suite residential, retail, office, industrial and hotel properties comprised of 17,798 residential suites, approximately 16.7 million square feet of commercial leasable space and 472 hotel rooms. Morguard also currently owns a 68.8% interest in Morguard Real Estate Investment Trust and a 48.6% effective interest in Morguard North American Residential Real Estate Investment Trust. Morguard also provides advisory and management services to institutional and other investors. For more information, visit the Company’s website at www.morguard.com. For further information, please contact: Morguard Corporation K. Rai Sahi Angela Sahi Paul Miatello Executive Chairman Chief Executive Officer Chief Financial Officer T 905-281-3800 T 905-281-3800 Senior Vice President T 905-281-3800 6