TANGER INC. 10-K/A

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Tanger Factory Outlet Centers, Inc. Market Information The common shares commenced trading on the New York Stock Exchange on May 28, 1993. Our common shares are listed on the New York Stock Exchange with the ticker symbol "SKT". Holders As of February 1, 2022, there were approximately 356 common shareholders of record. Share Repurchases In May 2021, the Company’s Board of Directors authorized the repurchase of up to $80.0 million of the Company’s outstanding shares through May 31, 2023. This authorization replaced a previous repurchase authorization for approximately $80.0 million that expired in May 2021. In June 2020, we amended our debt agreements primarily to improve future covenant flexibility and such amendments included a prohibition on share repurchases for twelve months starting July 1, 2020 (the “Repurchase Covenant”). The Company temporarily suspended share repurchases for at least the twelve months starting July 1, 2020 and ending on June 30, 2021 in light of the Repurchase Covenant. On July 1, 2021, the Repurchase Covenant expired. Repurchases may be made from time to time through open market, privately-negotiated, structured or derivative transactions (including accelerated share repurchase transactions), or other methods of acquiring shares. The Company intends to structure open market purchases to occur within pricing and volume requirements of Rule 10b-18. The Company may, from time to time, enter into Rule 10b5-1 plans to facilitate the repurchase of its shares under this authorization. The Company did not repurchase any shares subsequent to the authorization of the repurchase plan. The remaining amount authorized to be repurchased under the program as of December 31, 2021 was approximately $80.0 million. The following table summarizes our common share repurchases for the fiscal quarter ended December 31, 2021: Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs (in millions) October 1, 2021 to October 31, 2021 — $ — — $ 80.0 November 1, 2021 to November 30, 2021 — — — 80.0 December 1, 2021 to December 31, 2021 — — — 80.0 Total — $ — — $ 80.0 For certain restricted common shares that vested during the three months ended December 31, 2021, we withheld shares with value equivalent up to the employees' obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The total number of shares withheld upon vesting was approximately 18,560 for the three months ended December 31, 2021. 35 Dividends The Company operates in a manner intended to enable it to qualify as a REIT under the Internal Revenue Code. A REIT is required to distribute at least 90% of its taxable income to its shareholders each year. We intend to continue to qualify as a REIT and to distribute substantially all of our taxable income to our shareholders through the payment of regular quarterly dividends. Certain of our debt agreements limit the payment of dividends such that dividends shall not exceed funds from operations ("FFO"), as defined in the agreements, for the prior fiscal year on an annual basis or 95% of FFO on a cumulative basis. Given the uncertainty related to the pandemic’s near and potential long-term impact, in May 2020 the Company’s Board of Directors temporarily suspended dividend distributions to conserve approximately $35.0 million in cash per quarter and preserve our balance sheet strength and flexibility. Beginning in January 2021, the Board reinstated dividend distributions and paid dividends on a quarterly basis for the year ended December 31, 2021. On January 13, 2022, the Board declared a dividend of $0.1825 per share paid in February 2022. The Board continues to evaluate the potential for future dividend distributions on a quarterly basis. We were in compliance with REIT taxable income distribution requirements for the 2021 tax year. Securities Authorized for Issuance under Equity Compensation Plans The information required by this Item is set forth in Part III, Item 12 of this document. Performance Graph The following Performance Graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Act, or the Securities Exchange Act of 1934, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference into such filing. The following share price performance chart compares our performance to an index of U.S. equity REITs and an index of U.S. retail REITs, both prepared by S&P Global Market Intelligence. Equity REITs are defined as those that derive more than 75% of their income from equity investments in real estate assets. The Dow Jones U.S. Real Estate Retail index is designed to track the performance of real estate investment trusts (REIT) and other companies that invest directly or indirectly in real estate through development, management, or ownership, including property agencies. All share price performance assumes an initial investment of $100 at the beginning of the period and assumes the reinvestment of dividends. Share price performance, presented for the five years ended December 31, 2021, is not necessarily indicative of future results. 36 Period Ended Index 12/31/2016 12/31/2017 12/31/2018 12/31/2019 12/31/2020 12/31/2021 Tanger Factory Outlet Centers, Inc. 100.00 77.70 62.95 49.52 36.01 72.60 Dow Jones Equity All REIT Index (1) 100.00 108.69 104.23 134.18 127.76 180.39 Dow Jones U.S. Real Estate Retail Index (1) 100.00 93.74 84.51 89.40 57.02 89.37 (1) In the 2020, we were using the SNL US REIT Equity and SNL US REIT Retail indexes, These indexes were retired in August 2021 and we now are using comparable replacement indexes. 37 Tanger Properties Limited Partnership Market Information There is no established public trading market for the Operating Partnership's common units. As of December 31, 2021, the Company and its wholly-owned subsidiary, Tanger LP Trust, owned 104,084,734 units of the Operating Partnership and the Non-Company LPs owned 4,761,559 units. We made distributions per common unit during 2021 as follows: 2021 First Quarter $ 0.1775 Second Quarter 0.1775 Third Quarter 0.1775 Fourth Quarter 0.1825 Distributions per unit $ 0.7150 38 ITEM 6. [RESERVED] 39