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Item 9A. Controls and Procedures

2025-02-21 compared with 2024-02-21 · 227 added, 215 removed, 1765 unchanged (20% of the section changed)

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(b) Management's report on internal control over financial reporting.

Internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, is a process designed by, or under the supervision of, the Company's Principal Executive Officer and Principal Financial Officer, or persons performing similar functions, and effected by the Company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, is a process designed by, or under the supervision of, the Company's Principal Executive Officer and Principal Financial Officer, or persons performing similar functions, and effected by the Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

The Company's management, with the participation of the Company's Principal Executive Officer and Principal Financial Officer, is responsible for establishing and maintaining policies and procedures designed to maintain the adequacy of the Company's internal control over financial reporting, including those policies and procedures that:

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(1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Operating Partnership;

(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Operating Partnership are being made only in accordance with authorizations of management and the board of directors of Tanger Inc., as the Operating Partnership's sole general partner;

(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Operating Partnership are being made only in accordance with authorizations of management and the Board, as the Operating Partnership's sole general partner;

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Operating Partnership's assets that could have a material effect on the financial statements.

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OTHER INFORMATION

All information required to be disclosed in a report on Form 8-K during the fourth quarter of 2023 was reported.

All information required to be disclosed in a current report on Form 8-K during the fourth quarter of 2024 was reported.

Disclosure of 10b5-1 plans

During the three months ended December 31, 2024, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).

Entry Into a Material Definitive Agreement (Third Amended and Restated Limited Partnership Agreement of Tanger Properties Limited Partnership)

Effective February 20, 2025, the Second Amended and Restated Limited Partnership Agreement (“Prior Agreement”) of Tanger Properties Limited Partnership (the “Partnership”) was amended and restated in its entirety by the Third Amended and Restated Limited Partnership Agreement (the “Restated Partnership Agreement”).

(“we” or the “Company”) is the sole general partner of the Partnership and owns its assets and conduct its operations through the Partnership.

Prior to adopting the Restated Partnership Agreement, on February 20, 2025, the Partnership received approval from more than 50% of the total outstanding Class A limited partnership interests, as required under the Prior Agreement..

No meeting of the Class A limited partners was held for this purpose.

The following is a summary of certain of the amendments (collectively, the “Amendments”) to the Prior Agreement reflected in, and effectuated by, the Restated Partnership Agreement.

The Amendments provide that the Company may cause the Partnership to issue LTIP units, which are intended to qualify as “profits interests” for U.S.

federal income tax purposes, to persons providing services to the Partnership.

LTIP units may be issued subject to vesting requirements, which, if they are not met, may result in the automatic forfeiture of any LTIP units issued.

Generally, LTIP units will be entitled to the same non-liquidating distributions and allocations of profits and losses as the Class A Units (as defined in the Restated Partnership Agreement) on a per unit basis.

As with Class A Units, liquidating distributions with respect to LTIP units are made in accordance with the positive capital account balances of the holders of these LTIP units to the extent associated with these LTIP units.

However, unlike Class A Units, upon issuance, LTIP units generally will have a capital account equal to zero.

Upon the sale of all or substantially all of the assets of the Partnership or a book-up event for tax purposes in which the book values of the Partnership’s assets are adjusted, holders of LTIP units will be entitled to priority allocations of any book gain that may be allocated by the Partnership to increase the value of their capital accounts associated with their LTIP units until these capital accounts are equal, on a per unit basis, to the capital accounts associated with the Class A Units.

The amount of these priority allocations will determine the liquidation value of the LTIP units.

In addition, once the capital account associated with a vested LTIP unit has increased to an amount equal, on a per unit basis, to the capital accounts associated with the Class A Units, that LTIP unit will be automatically converted into a Class C non-voting common unit that will be substantially equivalent to Class A Units.

The book gain that may be allocated to increase the capital accounts associated with LTIP units is comprised in part of unrealized gain, if any, inherent in the property of the Partnership on an aggregate basis at the time of a book-up event.

Book-up events are events that, for U.S.

federal income tax purposes, require a partnership to revalue its property and allocate any unrealized gain or loss since the last book-up event to its partners.

Book-up events generally include, among other things, the issuance or redemption by a partnership of more than a de minimis partnership interest.

Redemption Rights

The Amendments provide that holders of any Class A Units or Class C Units issued after the effective date of the Restated Partnership Agreement may tender their Units to the Partnership for redemption after the first anniversary of the issuance date in exchange for, at the Company’s option, either a cash payment equal to, on a per unit basis, the average of the closing prices of the common shares of the Company during the ten trading-day period prior to the redemption request or a number of common shares of the Company equal to the number of Units tendered for redemption.

The Company, as sole general partner, would have the right to elect to satisfy the redemption with one common share of the Company for each Unit tendered for redemption.

Mergers and other Business Combinations

The Amendments provide that the Partnership interest of the general partner may be transferred, without consent of Class A Limited Partners in connection with (a) a merger or other combination of the assets of the Company or the Partnership with another entity, (b) a sale of all or substantially all of the assets of the Company General or the Partnership not in the ordinary course of the business of the Company or the Partnership or (c) a reclassification, recapitalization or change of any outstanding shares of the Company so long as, in connection with any such transaction, (I) the Limited Partners will receive, or will have the right to elect to receive, for each Partnership Unit, an amount of cash, securities or other property equal to the product of the Exchange Factor (currently 1.0) and the greatest amount of cash, securities or other property paid to a holder of one common share of the Company in consideration of one common share pursuant to the terms of such transaction;

of the Company or (II) (a) substantially all of the assets owned by the surviving entity are owned by the Partnership or another limited partnership or limited liability company which is the survivor of a merger or other combination of assets with the Partnership (in each case, the “Surviving Partnership”);

(b) Limited Partners that held Partnership Units immediately prior to the consummation of such transaction own a percentage interest of the Surviving Partnership based on the relative fair market value of the net assets of the Partnership and the other net assets of the Surviving Partnership immediately prior to the consummation of such transaction;

(c) the rights, preferences and privileges in the Surviving Partnership of such Limited Partners are at least as favorable as those in effect with respect to the Partnership Units immediately prior to the consummation of such transaction and as those applicable to any other limited partners or non-managing members of the Surviving Partnership (other than holders of preferred units of limited partnership interest, if any);

and (d) the rights of such Limited Partners include at least one of the following:

(1) the right to redeem their interests in the Surviving Partnership for the consideration available to such persons as described in the preceding sentence or (2) the right to redeem their interests in the Surviving Partnership for cash on terms substantially equivalent to those in effect with respect to their Partnership Units immediately prior to the consummation of such transaction, or, if the ultimate controlling person of the Surviving Partnership has publicly traded common equity securities, such common equity securities, with an exchange ratio based on the determination of relative fair market value of such securities and the REIT common shares.

This description of the Restated Partnership Agreement is qualified in its entirety by reference to the Restated Partnership Agreement, which is filed as Exhibit 10.38 to this Annual Report and is hereby incorporated by reference into this Item 9B.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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If, in the future, we amend, modify or waive a provision in the Code of Business Conduct and Ethics, we may, rather than filing a Current Report on Form 8-K, satisfy the disclosure requirement by posting such information on our website as necessary.

The information concerning the Company's Insider Trading policy required by this Item is incorporated herein by reference to the Company's Proxy Statement to be filed with respect to the Company's 2025 Annual Meeting of Shareholders.

The additional information required by this Item is incorporated herein by reference to the Company's Proxy Statement to be filed with respect to the Company's 2025 Annual Meeting of Shareholders.

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The information concerning the security ownership of certain beneficial owners and management required by this Item is incorporated by reference herein to the Company's Proxy Statement to be filed with respect to the Company's 2025 Annual Meeting of Shareholders.

Securities Authorized for Issuance Under Equity Compensation Plans

The table below provides information as of December 31, 2024 with respect to compensation plans under which our equity securities are authorized for issuance.

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Total 2,662,099 $ 9.86 3,695,000

(1) Includes (a) 605,000 common shares issuable upon the exercise of outstanding options (268,400 of which are vested and exercisable), (b) 479,097 restricted common shares that may be issued under the 2021 Performance Share Plan (the "2021 PSP") upon the satisfaction of certain conditions, (c) 423,548 restricted common shares that may be issued under the 2022 Performance Share Plan (the "2022 PSP") upon the satisfaction of certain conditions and (d) 499,696 restricted common shares that may be issued under the 2023 Performance Share Plan (the "2023 PSP") upon the satisfaction of certain conditions.

Because there is no exercise price associated with the 2021, 2022 and 2023 PSP awards, such restricted common shares are not included in the weighted average exercise price calculation.

(1) Includes (a) 434,810 common shares issuable upon the exercise of outstanding options (142,010 of which are vested and exercisable), (b) 401,613 restricted common shares that may be issued under the 2022 Performance Share Plan (the "2022 PSP") upon the satisfaction of certain conditions (assumes a maximum payout), (c) 465,469 restricted common shares that may be issued under the 2023 Performance Share Plan (the "2023 PSP") upon the satisfaction of certain conditions (assumes a maximum payout), and (d) 360,207 restricted common shares that may be issued under the 2024 Performance Share Plan (the "2024 PSP") upon the satisfaction of certain conditions (assumes a payout between target and maximum).

Because there is no exercise price associated with the 2022 PSP, 2023 PSP and 2024 PSP awards, such restricted common shares are not included in the weighted average exercise price calculation.

(2) Represents common shares available for issuance under the Amended and Restated Incentive Award Plan.

Under the Amended and Restated Incentive Award Plan, the Company may award stock options, restricted common shares, restricted share units, performance awards, dividend equivalents, deferred shares, deferred share units, share payments profit interests, and share appreciation rights.

Share availability under the Amended and Restated Incentive Award Plan was determined using the same assumptions with respect to outstanding performance-based awards as is stated above in footnote (1).

(3) Includes 1,000,000 common shares issuable upon the exercise of outstanding options that were issued to our Chief Executive Officer, Stephen J.

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Amended and Restated Bylaws of Tanger Factory Outlet Centers, Inc.

(Incorporated by reference to Exhibit 3.

2 to the Company's and Operating Partnership's Report on Form 8-K dated November 7, 2023.)

3.3 Tanger Properties Limited Partnership Second Amended and Restated Limited Partnership Agreement, dated November 12, 2021 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K dated November 12, 2021)

(Incorporated by reference to Exhibit 3.2 to the Company's and Operating Partnership's Report on Form 8-K dated November 7, 2023.)

4.1 Senior Indenture dated as of March 1, 1996.

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(Incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K for the year ended December 31, 2008.)

10.10* Form of Restricted Share Agreement between the Company and certain Directors.

(Incorporated by reference to Exhibit 10.20 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005.)

10.11* Form of Tanger Factory Outlet Centers, Inc.

Notional Unit Award Agreement between the Company and certain Officers.

(Incorporated by reference to Exhibit 10.

2 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2010.)

10.10* Director Deferred Share Program of Tanger Factory Outlet Centers, Inc.

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10.11* Form of Outperformance Plan Notional Unit Award agreement between the Company and Certain Officers.(Incorporated by reference to Exhibit 10.2 to the Company's and Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018.)

10.14* Form of Outperformance Plan Notional Unit Award agreement between the Company and Steven B.

(Incorporated by reference to Exhibit 10.3 to the Company's and Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018.)

10.15* Form of 2018 Restricted Share Unit Agreement between the Company and Steven B.

Tanger.(Incorporated by reference to Exhibit 10.4 to the Company's and Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018.)

10.12* F orm of Restricted Share Agreement between the Com pany and certain Directors (Incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 10-Q for t he quarter ended March 31, 2024.)

10.13* F orm of Restricted Share Agreement between the Co mpany and certain Officers (Incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 10-Q for t he quarter ended March 31, 2024.)

10.14* F orm of Tanger Inc.

Notional Unit Award Agreement between the Company and certain Officers (Incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 10Q for the quarter ended March 31, 2024.)

10.15 Third Amended and Restated Term Loan Agreement dated as of October 12, 2022 between Tanger Properties Limited Partnership, Tanger Factory Outlet Centers, Inc., and Wells Fargo Bank, National Association, as Administrative Agent, and the lenders party thereto (Incorporated by reference to Exhibit 10.1 to the Company’s and Operating Partnership’s Current Report on Form 8-K dated October 12, 2022).

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Tanger Dated April 28, 2020 (Incorporated by reference to Exhibit 10.1 to the Company’s and Operating Partnership’s Current Report on Form 8-K dated April 29, 2020.)

10.23* Form of Inducement Restricted Share Award Agreement between the Company and Stephen Yalof (Incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 dated April 10, 2020).

10.23* Inducement Option Award Agreement between the Company and Stephen Yalof, dated April 10, 2020 (Incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q dated May 11, 2020).

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Executive Severance and Change of Control Plan, effective March 31, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 5, 2021)

10.26* Transition and Consulting Agreement between Tanger Factory Outlet Centers, Inc.

Morrison, dated September 9, 2021 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K/A dated September 10, 2021)

10.25* Offer Letter of Leslie A.

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Tanger, dated September 28, 2023 (incorporated by reference to Exhibit 10.3 to the Company's and Operating Partnership's Quarterly Report on Form 10-Q dated November 7, 2023).

10.34 Second Amendment to Employment Agreement with Stephen Yalof, dated December 13, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 18, 2023)

10.31 ATM Equity Offering SM Sales Agreement dated December 6, 2023 (incorporated by reference to Exhibit 1.1 to the Co mpany's Current Report on Form 8-K dated December 6, 2023)

10.32 Fifth Amended and Restated R evolvi ng Credit Agreement dated as of April 12, 2024 between Tanger Properties Limited Partnership, Tanger Inc., and Bank of America National Assoc iation , as Administrative Agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated April 15, 202 4)

10.33 Fifth Amended and Restated Liquidity Credit Agreement dated as of April 12, 2024 between Tanger Properties Limited Partnership, Tanger Inc., and Bank of America National Association, as Administrative Agent, and the lenders party thereto (incorporated by reference to Exhibit 10.

2 to the Company's Current Report on Form 8-K dated April 15, 2024)

10.34 Tanger Properties Limited Partnership Third Amended and Restated Limited Partnership Agreement, dated February 20, 2025

10.35* F orm of Basic L ong Term Incentive Plan Agreement between the Co mpany and certain Officers

10.36* F orm of Performance Long Term Incentive P lan Agreement between the Com pany and certain O fficers

10.37* F orm of Basic Long Term Incentive Plan Agreement between the Company and certain Directors.

19.1** Tanger Inc.

Insider Trading Policy

21.1 List of Subsidiaries of the Company.

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97.1 Clawback Policy of Tanger Inc.

(incorporated by reference to Exhibit 97.1 to the Company's and Operating Partnership's Annual Report on Form 10-K dated February 2 1 , 202 4 ).

99.1 F ederal Income Tax Considerations (Incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K dated August 5, 2024 .)

101.INS** Inline XBRL Instance Document - the Instance Document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.

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/s/ Steven B.

Tanger Non-Executive Chair of the Board February 21, 2024

Tanger Chair of the Board February 21, 2025

/s/ Bridget M.

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Skerritt Director February 21, 2025

/s/ Sonia Syngal

Sonia Syngal Director February 21, 2025

Ubiñas Director February 21, 2025

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/s/ Steven B.

Tanger Non-Executive Chair of the Board February 21, 2024

Tanger Chair of the Board February 21, 2025

/s/ Bridget M.

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Skerritt Director February 21, 2025

/s/ Sonia Syngal

Sonia Syngal Director February 21, 2025

Ubiñas Director February 21, 2025

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General and administrative 78,020 76,130 71,532

Impairment charges — — 6,989

Depreciation and amortization 138,690 108,889 111,904

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Compensation under Incentive Award Plan — 13,160 — — 13,160 — — 13,160

Grant of 569,779 restricted common share awards, net of forfeitures

6 ( 6 ) — — — — — —

Issuance of 15,500 common shares upon exercise of options

— 88 — — 88 — — 88

Issuance of 10,009,263 common shares

Grant of 613,933 restricted common share awards, net of forfeitures

6 ( 6 ) — — — — — —

Withholding of

139,293 common shares for employee income taxes

Withholding of 239,824 common shares for employee income taxes

( 2 ) ( 3,922 ) — — ( 3,924 ) — — ( 3,924 )

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Net income — — 99,151 — 99,151 4,483 248 103,882

Other comprehensive income

— — — 6,724 6,724 299 — 7,023

Other comprehensive loss — — — ( 12,482 ) ( 12,482 ) ( 561 ) — ( 13,043 )

Compensation under Incentive Award Plan — 12,766 — — 12,766 — — 12,766

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1 1,235 — — 1,236 — — 1,236

Issuance of of 3,494,919 common shares

35 88,407 — — 88,442 — — 88,442

Grant of 1,064,400 restricted common share awards, net of forfeitures

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— — — — — — — —

Common dividends ($ 0.8025 per share)

Common dividends

($ 0.97 per share)

— — ( 103,765 ) — ( 103,765 ) — — ( 103,765 )

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— 1,313 — — 1,313 — — 1,313

Issuance of of 3,494,919 common shares

Issuance of 3,374,184 common shares

34 113,769 — — 113,803 — — 113,803

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8 ( 8 ) — — — — — —

Issuance of 136,469 deferred shares

1 ( 1 ) — — — — — —

Withholding of 419,643 common shares for employee income taxes

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Adjustment for noncontrolling interests in Operating Partnership — ( 3,808 ) — — ( 3,808 ) 3,808 — —

Exchange of 30,024 Operating Partnership units for 30,024 common shares

Common dividends

($ 0.9700 per share)

Common dividends ($ 1.085 per share)

— — ( 120,239 ) — ( 120,239 ) — — ( 120,239 )

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Depreciation and amortization 138,690 108,889 111,904

Impairment charges — — 6,989

Amortization of deferred financing costs 3,496 3,196 3,126

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Net proceeds from sale of real estate assets

— 12,400 8,129

Acquisition of real estate assets

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Proceeds from short-term investments

9,187 50,942 —

Distributions in excess of cumulative earnings from unconsolidated joint ventures 3,766 7,184 12,037

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Repayments of notes, mortgages and loans ( 5,130 ) ( 4,773 ) ( 4,440 )

Payment of make-whole premium related to early extinguishment of debt — — ( 44,872 )

Employee income taxes paid related to shares withheld upon vesting of equity awards ( 12,030 ) ( 7,290 ) ( 3,924 )

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General and administrative 78,020 76,130 71,532

Impairment charges — — 6,989

Depreciation and amortization 138,690 108,889 111,904

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Balance, December 31, 2021

$ 4,539 $ 514,023 $ ( 18,773 ) $ 499,789 $ — $ 499,789

Net income 860 84,971 — 85,831 — 85,831

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Compensation under Incentive Award Plan — 13,160 — 13,160 — 13,160

Grant of 613,933 restricted common share awards by the Company, net of forfeitures

Issuance of 15,500 common units upon exercise of options

— 88 — 88 — 88

Grant of restricted 569,779 common share awards by the Company

Issuance of 100,000 general partner units and 9,909,263 limited partner units

1,874 185,095 — 186,969 — 186,969

Withholding of 239,824 common units for employee income taxes

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Balance, December 31, 2022

$ 4,516 $ 521,168 $ ( 11,750 ) $ 513,934 $ — $ 513,934

Net income 1,046 102,588 — 103,634 248 103,882

Other comprehensive income — — 7,023 7,023 — 7,023

Other comprehensive loss — — ( 13,043 ) ( 13,043 ) — ( 13,043 )

Compensation under Incentive Award Plan — 12,766 — 12,766 — 12,766

Grant of 613,933 restricted common share awards by the Company

Grant of 1,064,400 restricted common share awards by the Company, net of forfeitures

Issuance of 85,500 common units upon exercise of options

— 1,236 — 1,236 — 1,236

Issuance of 50,000 general partner units and 3,444,919 limited partner units

1,283 87,159 — 88,442 — 88,442

Withholding of 379,512 common units for employee income taxes

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Balance, December 31, 2023

$ 5,776 $ 610,330 $ ( 24,793 ) $ 591,313 $ — $ 591,313

Net income 1,049 101,791 — 102,840 ( 80 ) 102,760

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Compensation under Incentive Award Plan — 12,119 — 12,119 — 12,119

Grant of 1,064,400 restricted common share awards by the Company

Grant of 769,382 restricted common share awards by the Company, net of forfeitures

Issuance of 84,990 common units upon exercise of options

— 1,313 — 1,313 — 1,313

Issuance of 136,469 deferred units

Issuance of 100,000 general partner units and 3,274,184 limited partner units

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Depreciation and amortization 138,690 108,889 111,904

Impairment charges — — 6,989

Amortization of deferred financing costs 3,496 3,196 3,126

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Proceeds from short-term investments

9,187 50,942 —

Distributions in excess of cumulative earnings from unconsolidated joint ventures 3,766 7,184 12,037

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Repayments of notes, mortgages and loans ( 5,130 ) ( 4,773 ) ( 4,440 )

Payment of make-whole premium related to early extinguishment of debt — — ( 44,872 )

Employee income taxes paid related to shares withheld upon vesting of equity awards ( 12,030 ) ( 7,290 ) ( 3,924 )

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Proceeds from the Company’s common share offering 113,803 88,442 —

Proceeds from other financing activities — — —

Contributions from noncontrolling interests in other consolidated partnerships

Payment for other financing activities ( 1,148 ) ( 1,148 ) ( 1,148 )

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We are a fully integrated, self-administered and self-managed real estate investment trust ("REIT") which, through our controlling interest in Tanger Properties Limited Partnership and its subsidiaries, which we refer to as the Operating Partnership, focuses on developing, acquiring, owning, operating and managing retail centers.

As of December 31, 2023, we owned and operated 31 consolidated centers and one open-air lifestyle center, with a total gross leasable area of approximately 12.7 million square feet.

As of December 31, 2024, we owned and operated 31 consolidated centers and two open-air lifestyle centers, with a total gross leasable area of approximately 13.0 million square feet.

All references to gross leasable area, square feet, occupancy, stores and store brands contained in the notes to the consolidated financial statements are unaudited.

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Actual results could differ from those estimates.

Operating Segments - We focus on developing, acquiring, owning, operating, and managing shopping centers.

We aggregate the financial information of all centers into one reportable operating segment because the centers all have similar economic characteristics and provide similar products and services to similar types and classes of customers and tenants.

Rental Properties - Rental properties are recorded at cost less accumulated depreciation.

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Interest on our short-term investments is recognized as interest income in our Consolidated Statement of Operations.

Forward Equity Sales - Our ATM program allows for the sale of common shares through forward sales contracts.

These contracts meet all conditions for equity classification, and as such, common shares are recorded at the offering price specified in the contract upon settlement.

We also account for the potential dilution from forward sales contracts in the earnings per share calculations, using the treasury stock method to determine any dilutive impact before settlement.

Deferred Charges - Deferred charges include deferred lease costs and other intangible assets consisting of fees and costs incurred to originate operating leases and are amortized over the expected lease term.

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Discount rates and terminal capitalization rates utilized in this approach are derived from property-specific information, market transactions and other financial and industry data.

If our expected holding periods for assets change, subsequent tests for impairment could result in additional impairment charges in the future.

For example, the Foxwoods center, which is part of a casino property, continues to face leasing challenges that could lead to further declines in occupancy, rental revenues and cash flows in the future.

Such challenges, or a change in our expected holding period, could result in additional impairment charges recognized for the Foxwoods property.

In addition, one of our centers has an estimated fair value less than its recorded carrying value of approximately $ 111.1 million.

Due to the financial impacts from the COVID-19 pandemic, we began performing the above described procedures on our Atlantic City, New Jersey center in 2020.

While the center’s performance has improved since that time, we have continued to perform those procedures and concluded each quarter that the carrying amount of the asset was recoverable.

We evaluate different holding period scenarios and apply probabilities to those scenarios to determine an average holding period of 9 years.

Management has the intent, and we have the ability, to hold the property for at least this period, and we believe this period is reasonable based on the center’s performance and our history of being a long-term owner and operator of our centers.

We believe the carrying value is recoverable because in our models the sum of the estimated future undiscounted cash flows, $ 58.3 million, and the estimated potential disposition proceeds of the sale of the center, $ 68.8 million (in aggregate totaling $ 127.1 million) exceeds the carrying value of $ 106.5 million by $ 20.6 million.

The recorded carrying amount includes intangible lease costs from our 2011 acquisition of the center.

We continue to monitor facts and circumstances and events in future periods that could affect inputs such as the expected holding period, operating cash flow forecasts and capitalization rates, utilized to determine whether an impairment charge is necessary.

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Expense reimbursements from unconsolidated joint ventures are recognized in the period the applicable expenses are incurred.

Operating Lease Receivable - O ur accounts receivable from tenants, which is recorded in prepaids and other assets on the consolidated balance sheets, has increased from approximately $8.6 million at December 31, 2022 to approximately $ 8.9 million at December 31, 2023.

Operating Lease Receivable - O ur accounts receivable from tenants, which is recorded in prepaids and other assets on the consolidated balance sheets, has decreased from approximately $8.9 million at December 31, 2023 to approximately $ 8.5 million at December 31, 2024.

Straight-line rent adjustments recorded as a receivable in prepaid and other assets on the consolidated balance sheets were approximately $ 49.4 million and $ 48.9 million as of December 31, 2024 and December 31, 2023, respectively.

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Recently issued accounting standards

On March 12, 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference LIBOR or other reference rates expected to be discontinued because of reference rate reform.

This ASU was effective as of March 12, 2020 through December 31, 2022.

In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848), which refined the scope of Topic 848 and clarified some of its guidance.

Specifically, certain provisions in Topic 848, if elected by an entity, apply to derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform.

Amendments to the expedients and exceptions in Topic 848 capture the incremental consequences of the scope clarification and tailor the existing guidance to derivative instruments affected by the discounting transition.

The amendments are effective immediately for all entities.

In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848) - Deferral of the Sunset Date of Topic 848, which defers the sunset date on the topic of reference rate reform from December 31, 2022, to December 31, 2024.

An entity may elect to apply the amendments on a full retrospective basis.

In October 2022, we elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives.

This was done as we modified all of our current interest rate derivative contracts, changing the indexes from LIBOR to Adjusted SOFR.

We have and will continue to elect to apply practical expedients related to contract modifications, changes in critical terms, and updates to the designated hedged risk(s) as qualifying changes are made to applicable debt and derivative instruments.

Application of these expedients preserves the presentation of derivatives contracts consistent with past presentation.

We continue to evaluate the impact of the guidance and may apply other applicable elections as additional changes in the market and with respect to our debt and derivative instruments occur.

On August 22, 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-05, an update to ASC Topic 805, Business Combinations.

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ASU 2023-07 requires, among other updates, enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker.

The ASU also clarifies that entities with a single reportable segment are subject to both new and existing reporting requirements under Topic 280.

ASU 2023-07 also clarifies that entities with a single reportable segment are subject to both new and existing reporting requirements under Topic 280.

This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective adoption.

Early adoption is permitted.

We are evaluating the impact of this guidance on our consolidated financial statements and related disclosures.

We have incorporated the requirements in Footnote 20.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

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Rental Property Acquisitions

2024 Acquisition

Little Rock, Arkansas

In December 2024, we purchased The Promenade At Chenal in Little Rock, Arkansas, a 270,000 square foot open-air lifestyle center for $ 73.1 million using cash and proceeds from our ATM Offering Program.

We accounted for the transaction as an asset acquisition and additionally capitalized approximately $ 516,000 in transaction costs once the acquisition was deemed probable.

The assets acquired were recorded at relative fair value as determined by management, with the assistance of third party valuation specialists, based on information available at the acquisition dates and on current assumptions as to future operations (See Note 2).

The consideration transferred to complete these rental property acquisitions and the purchase price allocation amongst the identifiable assets acquired and liabilities assumed was as follows:

(in thousands)

Weighted-Average Amortization Period (in years)

Buildings, improvements and fixtures 59,358 32.5

Deferred lease costs and other intangibles:

Above market lease value 4,664 5.6

Below market lease value ( 3,987 ) 5.6

Lease in place value 6,163 5.6

Lease and legal costs 1,124 3.8

Total deferred lease costs and other intangibles, net 7,964

Total fair value of assets acquired $ 73,566

There was no contingent consideration associated with this acquisition.

2023 Acquisitions

In November 2023, we purchased Asheville Outlets in Asheville, North Carolina, a 382,000 square foot outlet center, for net purchase price of $ 70 million using cash.

Asheville, North Carolina

In November 2023, we purchased Asheville Outlets in Asheville, North Carolina, a 382,000 square foot outlet center, for a purchase price of $ 70.0 million using cash.

We accounted for the transaction as an asset acquisition and additionally capitalized approximately $ 295,000 in transaction costs once the acquisition was deemed probable.

Huntsville, Alabama

In November 2023, we purchased Bridge Street Town Centre in Huntsville, Alabama, an 825,000 square foot lifestyle center (including approximately 174,000 square feet ground leased to tenants), for $ 193.5 million using cash, proceeds from our ATM Offering Program, and amounts available under our unsecured lines of credit.

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2023 Developments

In October 2023, we opened a 291,000 square foot center in Nashville, Tennessee that was 96.5 % occupied.

As of December 31, 2023 we had incurred $ 143.4 million in construction costs.

In October 2023, we opened a 291,000 square foot center in Nashville, Tennessee.

As of December 31, 2024 the center was 96.7% occupied.

Disposition of Properties

The following table sets forth the properties sold during the years ended 2023, 2022 and 2021 (in thousands).

The following table sets forth the property sold during the years ended 2024, 2023 and 2022 (in thousands).

Locations Date Sold Square Feet Net Sales Proceeds Gain on Sale

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Blowing Rock Blowing Rock, North Carolina December 2022 104 $ 12,400 $ 3,156

2021 Dispositions:

Jeffersonville Jeffersonville, Ohio January 2021 412 $ 8,100 $ —

516 $ 20,500 $ 3,156

(1) The rental properties sold did not meet the criteria to be reported as discontinued operations.

(1) The rental property sold did not meet the criteria to be reported as discontinued operations.

Investments in Unconsolidated Real Estate Joint Ventures

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Our carrying value of investments in unconsolidated joint ventures differs from our share of the assets reported in the “Condensed Combined Balance Sheets - Unconsolidated Joint Ventures” shown below due to adjustments to the book basis, including intercompany profits on sales of services that are capitalized by the unconsolidated joint ventures.

The differences i n bases (totaling $ 2.8 million and $ 3.2 million as of December 31, 2023 and 2022, respectively) are amortized over the various useful lives of the related assets.

The differences in basis (totaling $ 2.4 million and $ 2.8 million as of December 31, 2024 and 2023, respectively) are amortized over the various useful lives of the related assets.

In July 2014, we opened an approximately 398,000 square foot center in Charlotte, North Carolina that was developed through, and is owned by, a joint venture formed in May 2013.

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In addition, the RioCan Canada co-owners own Tanger Outlets Cookstown, which is approximately 308,000 square feet.

In March 2021, the joint venture closed on the sale of its approximately 116,000 square foot center in Saint-Sauveur, for net proceeds of approximately $ 9.4 million.

Our share of the net proceeds was approximately $ 4.7 million.

As a result of this transaction, we recorded a loss on the sale of $ 3.7 million.

This includes a $ 3.6 million charge related to the foreign currency effect of the sale recorded in other income (expense), which had been previously recorded in other comprehensive income.

Condensed combined summary financial information of joint ventures accounted for using the equity method as of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022 is as follows (in thousands):

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Interest expense ( 18,214 ) ( 18,107 ) ( 14,174 )

Gain on sale of assets — — 503

Other non-operating income 764 549 230

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Amortization of deferred lease costs and other intangibles, excluding above and below market leases, included in depreciation and amortization for the years ended December 31, 2024, 2023 and 2022 was $ 17.1 million, $ 8.8 million and $ 11.6 million, respectively.

Amortization of above and below market lease intangibles recorded as an increase or (decrease) in base rentals for the years ended December 31, 2023, 2022 and 2021 was $( 275,000 ), $( 1.0 ) million and $ 78,000 , respectively.

Amortization of above and below market lease intangibles recorded as an increase or (decrease) in base rentals for the years ended December 31, 2024, 2023 and 2022 was $( 157,000 ), $( 275,000 ) and $( 1.0 ) million, respectively.

Estimated aggregate amortization of net above and below market leases and other intangibles for each of the five succeeding years is as follows (in thousands):

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The debt of the Operating Partnership as of December 31, 2024 and 2023 consisted of the following (in thousands):

Stated Interest Rate(s) Maturity Date Principal Book Value (1)

Stated Interest Rate(s) Maturity Date Maturity Date With Extension Option Principal Book Value (1)

Principal Book Value (1)

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Senior notes 2.750 % September 2031 400,000 393,710 400,000 392,827

Unsecured term loan

+ 0.95 % January 2027 325,000 322,322 325,000 321,525

Unsecured term loan Adj SOFR + 0.94 % January 2027 January 2028 325,000 323,182 325,000 322,322

Mortgages payable:

Atlantic City (2) (3)

6.44 % - 7.65 % December 2024- December 2026 12,336 12,613 17,109 17,625

Southaven Adj SOFR + 2.00 % October 2026 51,700 51,428 51,700 51,346

Unsecured lines of credit Adj SOFR + 1.00 % July 2025 13,000 13,000 — —

$ 1,452,036 $ 1,439,203 $ 1,443,809 $ 1,428,494

6.440 % December 2026 7,206 7,341 12,336 12,613

Southaven Adj SOFR + 2.00 % October 2026 October 2027 51,700 51,525 51,700 51,428

Unsecured lines of credit Adj SOFR + 0.85 % April 2028 April 2029 — — 13,000 13,000

Total $ 1,433,906 $ 1,423,759 $ 1,452,036 $ 1,439,203

(1) Includes premiums, discounts and unamortized debt origination costs.

These costs were $ 10.1 million and $ 12.8 million as of December 31, 2024 and 2023, respectively.

As of December 31, 2023, excludes $ 2.1 million of unamortized debt origination costs related to unsecured lines of credit, recorded in prepaids and other assets in the Consolidated Balance Sheet.

As of December 31, 2024, and 2023 , excludes $ 7.4 million and $ 2.1 million, respectively, of unamortized debt origination costs related to unsecured lines of credit, recorded in prepaids and other assets in the Consolidated Balance Sheet.

Amortization of deferred debt origination costs included in interest expense for the years ended December 31, 2024, 2023 and 2022 was $ 3.5 million, $ 3.2 million and $ 3.1 million, respectively.

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2024 Transactions

Unsecured Lines of Credit Extension

In April 2024, we entered into amendments to our unsecured line of credit, which, among other things, increased the borrowing capacity from $ 520.0 million to $ 620.0 million, with an accordion feature to increase total borrowing capacity to $ 1.2 billion, extended the maturity date from July 14, 2025 to April 12, 2028 (which may be extended by one additional year by exercising extension options), and reduced the applicable pricing margin from Adjusted SOFR plus 100 basis points to Adjusted SOFR plus 85 basis points based on the Company's current credit rating.

2022 Transactions

Memphis Consolidated Joint Venture

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All other terms remained unchanged.

2021 Transactions

Unsecured term loan

In March 2021 and June 2021, we paid down a total of $ 50.0 million of borrowings under our $ 350.0 million unsecured term loan with cash on hand, reducing the outstanding balance to $ 300.0 million as of December 31, 2023.

Redemption of the 2023 and 2024 Senior Notes and public offering of aggregate $400.0 Million Unsecured Senior Notes due 2031

In April 2021, we completed a partial redemption of $ 150.0 million aggregate principal amount of our $ 250.0 million 3.875 % senior notes due December 2023, for $ 163.0 million in cash, which includes a make-whole premium of $ 13.0 million and the write-off of approximately $ 1.0 million of debt discount and debt origination costs.

The make-whole premium and the write-off of debt discount and debt origination costs was recorded as a loss on early extinguishment of debt within the consolidated statements of operations.

Subsequent to this redemption, $ 100.0 million aggregate principal amount of the senior notes remained outstanding, until the redemption in August 2021, described below.

In August 2021, we completed a public offering of $ 400.0 million in senior notes due 2031.

The senior notes were priced at 98.552 % of the principal amount to yield 2.917 % to maturity.

The senior notes pay interest semi-annually at a rate of 2.750 % per annum and mature on September 1, 2031.

The aggregate net proceeds from the offering, after deducting the underwriting discount and offering expenses, were approximately $ 390.7 million.

We used the net proceeds from the sale of the senior notes to redeem all remaining 3.875 % senior notes due 2023, $ 100.0 million in aggregate principal amount outstanding, and all 3.750 % senior notes due 2024, $ 250.0 million in aggregate principal outstanding.

The redemptions occurred in September 2021 and included a make-whole premium of $ 31.9 million and the write-off of approximately $ 1.9 million of debt discount and debt origination costs.

The make-whole premium and the write-off of debt discount and origination costs was recorded as a loss on early extinguishment of debt within the consolidated statements of operations.

The remaining net proceeds were used for general corporate purposes.

Unsecured Lines of Credit Extension

In July 2021, we amended our unsecured lines of credit and extended the maturity date from October 2021 to July 2025, which may be extended by an additional year by exercising two six-month extension options.

The amendment eliminated the LIBOR floor, which was previously 0.25 %, and entitles us to a one basis point annual reduction in the interest rate if we meet certain sustainability thresholds.

Other pricing terms remained the same.

The lines provide for borrowings of up to $ 520.0 million, including a $ 20.0 million liquidity line and a $ 500.0 million syndicated line.

A 0.20 % facility fee is due annually on the entire committed amount of each facility.

In certain circumstances, total line capacity may be increased to $ 1.2 billion through an accordion feature in the syndicated line.

Atlantic City Mortgage

During 2021, we completed the principal payments of certain mortgage notes secured by the Atlantic City property with stated interest rates that ranged from 5.14 % to 6.27 % and which were scheduled to mature in 2021.

The effective interest rate for the remaining notes remains 5.05 % as established upon acquisition.

The stated rates for the remaining secured notes ranged from 6.44 % to 7.65 % with maturity dates between December 2024 and December 2026.

Southaven Mortgage

In October 2021, the joint venture that owns the Southaven, Mississippi center exercised its option to extend the maturity of the Southaven, Mississippi mortgage to April 2023 and paid down the principal balance by $ 11.3 million to $ 40.1 million.

The interest rate remained LIBOR + 1.80 %.

The center is consolidated for financial reporting purposes and we funded the entire $ 11.3 million.

Debt Maturities

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Assets (Liabilities) (1) :

Current Derivatives

July 1, 2019 February 1, 2024 $ 25,000 Daily SOFR

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$ 300,000 $ — $ 1,401

Forward Starting Derivatives

February 1, 2024 (2)

February 1, 2026 $ 75,000 Daily SOFR 3.5 % $ 670 $ —

February 1, 2024 (2)

August 1, 2026 75,000 Daily SOFR 3.7 % 54

February 1, 2024 (2)

January 1, 2027 175,000 Daily SOFR 4.2 % ( 2,435 ) —

February 1, 2024 February 1, 2026 $ 75,000 Daily SOFR 3.5 % $ 510 $ 670

February 1, 2024 August 1, 2026 75,000 Daily SOFR 3.7 % 364 54

February 1, 2024 January 1, 2027 175,000 Daily SOFR 4.2 % ( 554 ) ( 2,435 )

Total $ 325,000 $ 320 $ ( 1,711 )

(1) Asset balances are recorded in prepaids and other assets on the consolidated balance sheets and liabilities are recorded in other liabilities on the consolidated balance sheets.

(2) During 2023, we entered into $ 325.0 million of forward-starting interest rate swap agreements at an average fixed pay rate of 3.9% with an effective date of February 1, 2024 and maturity dates ranging from February 1, 2026 to January 1, 2027.

The derivative financial instruments are comprised of interest rate swaps, which are designated and qualify as cash flow hedges, with various counterparties.

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Fair values of interest rate swaps are approximated using Level 2 inputs based on current market data received from financial sources that trade such instruments and are based on prevailing market data and derived from third party proprietary models based on well recognized financial principles including counterparty risks, credit spreads and interest rate projections, as well as reasonable estimates about relevant future market conditions.

Fair Value Measurements on a Nonrecurring Basis

The following table sets forth our assets that are measured at fair value on a nonrecurring basis within the fair value hierarchy (in thousands):

Level 1 Level 2 Level 3

Quoted Prices in Active Markets for Identical Assets or Liabilities Significant Observable Inputs Significant Unobservable Inputs

Fair value as of December 31, 2023:

Long-lived assets $ — $ — $ — $ —

Fair value as of December 31, 2022:

Long-lived assets $ — $ — $ — $ —

Fair value as of December 31, 2021:

Long-lived assets

$ 29,460 $ — $ — $ 29,460

Foxwoods Impairments

During the fourth quarter of 2021, due to a decrease in the estimated hold period and declining operating results, we recorded an additional impairment charge of $ 7.0 million in our consolidated statement of operations which equaled the excess of the carrying value of our Foxwoods outlet center over its estimated fair value.

The estimated fair value was based on the income approach.

Discount rates and terminal capitalization rates utilized in the approach above were derived from property-specific information, market transactions and other financial and industry data.

The terminal capitalization rate and discount rate are significant unobservable inputs in determining the fair value.

These inputs are classified under Level 3 in the fair value hierarchy above.

Our assumptions during our asset impairment reviews during 2023 remained consistent.

Should the significant assumptions utilized above to determine fair value continue to deteriorate, additional impairments in the future could be possible.

The table below summarizes the terminal capitalization rate and discount rate used:

December 31, 2021

Terminal capitalization rate

Discount rate

Other Fair Value Disclosures

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Aggregate net proceeds after commissions and fees (in thousands) $ 114,541 $ 88,861 $ —

Forward Sale Agreements

During 2024, we sold an aggregate of 1.9 million shares under the ATM Offering Program which were subject to forward sale agreements, for an estimated aggregate gross value of $ 69.7 million based on the initial forward sale price of $ 36.40 with respect to each forward sale agreement.

Shares can be settled at any time over the next 12 - 15 months, unless otherwise extended.

We did not initially receive any proceeds from the sale of these common shares, which were sold to underwriters, by the forward purchasers or their respective affiliates.

We did not receive any proceeds from the sale of shares at the time we entered into each of the respective forward sale agreements.

We determined that the forward sale agreements meet the criteria for equity classification and, therefore, are exempt from derivative accounting.

We recorded the forward sale agreements at fair value at inception, which we determined to be zero.

Subsequent changes to fair value are not required under equity classification.

Share Repurchase Program

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Balance December 31, 2021

1,100,000 4,761,559 102,984,734 107,746,293

Units withheld for employee income taxes — — ( 239,824 ) ( 239,824 )

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Grant of restricted common share awards by the Company, net of forfeitures — — 613,933 613,933

Issuance of units 100,000 — 9,909,263 9,909,263

Options exercised — — 15,500 15,500

Balance December 31, 2022

1,100,000 4,737,982 103,397,920 108,135,902

Units withheld for employee income taxes — — ( 379,512 ) ( 379,512 )

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Grant of restricted common share awards by the Company, net of forfeitures — — 1,064,400 1,064,400

Issuance of units 50,000 — 3,444,919 3,444,919

Options exercised — — 85,500 85,500

Balance December 31, 2023

1,150,000 4,707,958 107,643,251 112,351,209

Units withheld for employee income taxes — — ( 419,643 ) ( 419,643 )

Exchange of Class A limited partnership units — ( 30,024 ) 30,024 —

Grant of restricted common share awards by the Company, net of forfeitures — — 769,382 769,382

Issuance of units 100,000 — 3,274,184 3,274,184

Deferred Shares Issued — — 136,469 136,469

Options exercised — — 84,990 84,990

Balance December 31, 2024

1,250,000 4,707,958 111,488,633 116,196,591

Noncontrolling Interests

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In 2024 and 2023, adjustments to the noncontrolling interest in the Operating Partnership were made as a result of the changes in the Company's ownership of the Operating Partnership from additional units received in connection with the Company's issuance of Common Shares under the ATM Offering program and upon the exercise of options and grants of share-based compensation awards, additional units received upon the exchange of Class A common limited partnership units of the Operating Partnership into an equal number of common shares of the Company, and units repurchased by the Operating Partnership as a result of the Company's repurchase of its outstanding common shares.

As discussed in Note 13, for the years ended December 31, 2023 and 2022, Non-Company LPs exchanged 30,024 and 23,577 Class A common limited partnership units of the Operating Partnership, respectively, for an equal number of common shares of the Company.

As discussed in Note 13, for the year ended December 31, 2023, Non-Company LPs exchanged 30,024 Class A common limited partnership units of the Operating Partnership for an equal number of common shares of the Company.

The Company did not repurchase any common shares in 2024 and 2023.

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Notional units granted under our equity compensation plan are considered contingently issuable common shares and are included in earnings per share if the effect is dilutive using the treasury stock method and the common shares would be issuable if the end of the reporting period were the end of the contingency period.

For the year ended December 31, 2021, approximately 506,000 units were excluded from the computation because these units would not have been issuable if the end of the reporting period were the end of the contingency period or because they were anti-dilutive.

There were no units excluded from the computation for the years ended December 31, 2023 and 2022, respectively.

There were no units excluded from the computation for the years ended December 31, 2024 and 2023 and 2022, respectively.

With respect to outstanding options, the effect of dilutive common shares is determined using the treasury stock method whereby outstanding options are assumed exercised at the beginning of the reporting period and the exercise proceeds from such options and the average measured but unrecognized compensation cost during the period are assumed to be used to repurchase our common shares at the average market price during the period.

For the years ended December 31, 2023, 2022 and 2021, approximately 451,000 , 513,000 and 332,000 options were excluded from the computation, respectively, as they were anti-dilutive.

For the year ended December 31, 2024, no options were excluded from the computation, and for the years ended December 31, 2023 and 2022, approximately 451,000 and 513,000 options were excluded from the computation, respectively, as they were anti-dilutive.

The assumed exchange of the partnership units held by the Non-Company LPs as of the beginning of the year, which would result in the elimination of earnings allocated to the noncontrolling interest in the Operating Partnership, would have no impact on earnings per share since the allocation of earnings to a common limited partnership unit, as if exchanged, is equivalent to earnings allocated to a common share.

The shares issuable upon settlement of any outstanding forward sale agreements, as described in Note 12 - Shareholders' Equity, are reflected in the diluted earnings per share calculations using the treasury stock method for the period outstanding prior to settlement.

Under this method, the number of shares of our common stock used in calculating diluted earnings per share is deemed to be increased by the excess, if any, of the number of shares of common stock that would be issued upon full physical settlement of the shares under any outstanding forward sale agreements for the period prior to settlement over the number of shares of common stock that could be purchased by us in the market (based on the average market price during the period prior to settlement) using the proceeds receivable upon full physical settlement (based on the adjusted forward sales price immediately prior to

Certain of the Company's unvested restricted common share awards contain non-forfeitable rights to dividends or dividend equivalents.

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Notional units granted under our equity compensation plan are considered contingently issuable common units and are included in earnings per unit if the effect is dilutive using the treasury stock method and the common units would be issuable if the end of the reporting period were the end of the contingency period.

There were no units excluded from the computation for the years ended December 31, 2023 and 2022, respectively.

There were no units excluded from the computation for the years ended December 31, 2024 and 2023 and 2022, respectively.

With respect to outstanding options, the effect of dilutive common units is determined using the treasury stock method, whereby outstanding options are assumed exercised at the beginning of the reporting period and the exercise proceeds from such options and the average measured but unrecognized compensation cost during the period are assumed to be used to repurchase our common units at the average market price during the period.

The market price of a common unit is considered to be equivalent to the market price of a Company common share.

For the years ended December 31, 2023, 2022 and 2021, approximately 451,000 , 513,000 and 332,000 options were excluded from the computation, respectively.

Certain of the Company's unvested restricted common share awards contain non-forfeitable rights to distributions or distribution equivalents.

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During the years ended 2024, 2023 and 2022, the Company granted approximately 254,000 , 345,000 and 513,000 restricted common shares and restricted share units, respectively, to the Company's non-employee directors and the Company's senior executive officers.

The non-employee directors' restricted common shares generally vest ratably over periods ranging from one to three year periods and the senior executive officers' restricted common shares generally vest ratably over periods ranging from three to five years .

Compensation expense related to the amortization of the deferred compensation is being recognized in accordance with the vesting schedule of the restricted common shares and restricted share units.

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1,029,805 $ 13.51

512,957 17.32

Vested ( 545,788 ) 14.01

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970,383 $ 15.18

345,297 17.85

Vested ( 480,036 ) 13.21

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803,841 $ 17.47

Granted 254,019 26.82

Vested ( 499,704 ) 17.07

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Outstanding at December 31, 2024

(1) Includes 68,494 restricted share units.

543,603 $ 22.00

(1) Includes 36,102 restricted share units.

(2) Includes 22,819 restricted share units.

The table above excludes restricted common shares earned under the 2018, 2019 and 2020 Performance Share Plan.

The table above excludes restricted common shares earned under the 2019, 2020 and 2021 Performance Share Plans.

In connection with the 2019 Performance Share Plan, we issued approximately 97,000 restricted common shares in February 2022, with approximately 59,000 vesting during 2022 and the remaining 38,000 vesting in February 2023.

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In connection with the 2021 Performance Share Plan, we issued approximately 479,000 restricted common shares in February 2024, with approximately 344,000 vesting during 2024 and the remaining 135,000 to vest in February 2025.

All performance share plan vesting is contingent upon continued employment with the Company through the vesting date (unless terminated prior thereto (a) by the Company without cause, (b) by participant for good reason or (c) due to death or disability).

The total value of restricted common shares vested during the years ended 2024, 2023 and 2022 was $ 32.0 million, $ 18.2 million and $ 10.6 million, respectively.

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Recipients may earn units that may convert, subject to the achievement of the goals described below, into restricted common shares of the Company based on the Company’s absolute share price appreciation (or absolute total shareholder return) and its share price appreciation relative to its peer group (or relative total shareholder return) over a three-year measurement period.

For all recipients, any shares earned at the end of the three-year measurement period are subject to a time-based vesting schedule, with 50 % of the shares vesting immediately following the measurement period, and the remaining 50 % vesting one year thereafter, contingent upon continued employment with the Company through the vesting date (unless terminated prior thereto (a) by the Company without cause, (b) by participant for good reason or (c) due to death or disability).

The following table sets forth PSP performance targets and other relevant information about each plan:

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Grant date fair value per share $ 16.36 $ 12.08 $ 11.68 $ 9.65

April 2020 grant date fair value per share (2)

N/A N/A N/A $ 3.11

August 2021 grant date fair value per share (2)

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The peer group is based on companies included in the FTSE Nareit Equity Retail Index.

(2) In April 2020, Mr.

Yalof was awarded 205,480 notional units under the 2020 PSP.

These awards have the same terms as the awards our executive officers received in February 2020.

(2) In August of 2021, additional awards under the 2021 PSP were granted to recently hired senior executive officers whereby a maximum of approximately 26,000 restricted common shares may be earned.

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Outstanding as of December 31, 2021

1,826,266 $ 8.82

Awarded 556,794 11.68

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Outstanding as of December 31, 2022

1,811,407 $ 8.84

Awarded 499,696 12.08

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Outstanding as of December 31, 2023

1,402,341 $ 10.29

Awarded 367,126 16.36

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Outstanding as of December 31, 2024

1,227,289 $ 12.90

(1) Represents the units under the 2019, 2020 and 2021 PSP that are no longer outstanding and have been settled in restricted common shares.

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1,434,810 $ 9.85 5.74 1,142,010 $ 7.92

1,605,000 $ 11.30 6.31 1,268,400 $ 10.08

A summary of option activity under the Plan for the years ended December 31, 2024, 2023 and 2022 (aggregate intrinsic value amount in thousands):

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Outstanding as of December 31, 2021

1,595,600 $ 10.68 7.64 $ 15,707

Granted 250,000 19.37

Exercised ( 15,500 ) 5.73

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Outstanding as of December 31, 2022

Granted 250,000 19.37

1,716,800 $ 11.53 6.79 $ 13,275

Exercised ( 85,500 ) 14.45

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Outstanding as of December 31, 2023

1,605,000 $ 11.30 6.31 $ 26,719

Exercised ( 84,990 ) 15.47

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Outstanding as of December 31, 2024

1,434,810 $ 9.85 5.74 $ 34,834

Vested and Expected to Vest as of

December 31, 2024

1,432,647 $ 9.86 5.74 $ 34,772

Exercisable as of December 31, 2024

1,142,010 $ 7.92 5.26 $ 29,928

In November 2022, Michael Bilerman became the Executive Vice President, Chief Financial Officer and Chief Investment Officer of the Company.

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and forfeiture rate of 0.0 %.

In September 2020, the Company granted 334,500 options to non-executive employees of the Company.

The exercise price of the options granted was $ 5.73 per share, which equaled the closing market price of the Company's common shares on the day prior to the grant date.

The options expire 10 years from the date of grant and 20 % of the options become exercisable in each of the first 5 years commencing one year from the date of grant.

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model, which resulted in a weighted average grant date fair value per share of $ 1.03 and included the following weighted-average assumptions:

expected dividend yield of 4.93 %;

expected life of 6.5 years;

expected volatility of 34.39 %;

a risk-free rate of 0.48 %;

and forfeiture rate of 7.2 % dependent upon the employee's position within the Company.

In April 2020, Stephen Yalof became the President and Chief Operating Officer of the Company.

Yalof was granted 1.0 million options that have an exercise price of $ 7.15 per share, which equaled the closing market price of a common share of the Company on the day prior to the grant date.

As an inducement to his entering into employment with the Company, the options were granted outside of the Company’s shareholder approved equity plan pursuant to New York Stock Exchange rule s.

The options expire 10 years from the date of the grant and 25 % of the options became exercisable on December 31, 2020 with the remaining options vesting ratably on each December 31st through 2023, in each case, contingent upon continued employment with the Company through the applicable vesting date (subject to acceleration upon certain terminations of employment).

The fair value of each option grant was estimated on the date of grant using the Black-Scholes option pricing model, which resulted in a weighted average grant date fair value per share of $ 0.42 and included the following weighted-average assumptions:

expected dividend yield of 9.86 %;

expected life of 7.9 years;

expected volatility of 30 %;

a risk-free rate of 0.60 %;

and forfeiture rate of 0.0 %.

401(k) Retirement Savings Plan

2 unchanged sentences

This plan allows participants to defer a portion of their compensation and to receive matching contributions for a portion of the deferred amounts.

During the years ended December 31, 2023, 2022 and 2021, we contributed approximately $ 1.2 million, $ 968,000 and $ 867,000 , respectively, to the 401(k) Retirement Savings Plan.

During the years ended December 31, 2024, 2023 and 2022, we contributed approximately $ 1.4 million, $ 1.2 million and $ 968,000 , respectively, to the 401(k) Retirement Savings Plan.

Accumulated Other Comprehensive Loss of the Company

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Balance December 31, 2021

$ ( 19,713 ) $ 1,952 $ ( 17,761 ) $ ( 1,084 ) $ 72 $ ( 1,012 )

Other comprehensive income (loss) before reclassifications ( 4,803 ) 14,997 10,194 ( 267 ) 725 458

1 unchanged sentence

Balance December 31, 2022

( 24,516 ) 13,479 ( 11,037 ) ( 1,351 ) 638 ( 713 )

Other comprehensive income (loss) before reclassifications 1,431 — 1,431 58 — 58

Reclassification out of accumulated other comprehensive income (loss) into interest expense — ( 3,470 ) ( 3,470 ) — ( 159 ) ( 159 )

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges

— ( 13,913 ) ( 13,913 ) — ( 619 ) ( 619 )

Balance December 31, 2023

( 23,085 ) ( 434 ) ( 23,519 ) ( 1,293 ) 19 ( 1,274 )

Other comprehensive income (loss) before reclassifications ( 4,800 ) — ( 4,800 ) ( 158 ) — ( 158 )

Reclassification out of accumulated other comprehensive income (loss) into interest expense

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges

— 632 632 — ( 15 ) ( 15 )

Balance December 31, 2024

We expect within the next twelve months to reclassify into earnings as a decrease to interest expense approximately $ 3.1 million of the amounts recorded within accumulated other comprehensive income (loss) related to the interest rate swap agreements in effect and as of December 31, 2023.

$ ( 27,885 ) $ 198 $ ( 27,687 ) $ ( 1,451 ) $ 4 $ ( 1,447 )

We expect within the next twelve months to reclassify into earnings as a decrease to interest expense approximately $ 664,000 of the amounts recorded within accumulated other comprehensive income (loss) related to the interest rate swap agreements in effect and as of December 31, 2024.

Accumulated Other Comprehensive Loss of the Operating Partnership

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Balance December 31, 2021

$ ( 20,797 ) $ 2,024 $ ( 18,773 )

Other comprehensive income (loss) before reclassifications ( 5,070 ) 15,722 10,652

1 unchanged sentence

Balance December 31, 2022

( 25,867 ) 14,117 ( 11,750 )

Other comprehensive income (loss) before reclassifications 1,491 — 1,491

1 unchanged sentence

Balance December 31, 2023

( 24,376 ) ( 417 ) ( 24,793 )

Other comprehensive income (loss) before reclassifications ( 4,958 ) — ( 4,958 )

Reclassification out of accumulated other comprehensive income (loss) into interest expense

— ( 14,534 ) ( 14,534 )

Balance December 31, 2024

Supplementary Income Statement Information

The following amounts are included in property operating expenses for the years ended December 31, 2023, 2022 and 2021 (in thousands):

$ ( 29,334 ) $ 204 $ ( 29,130 )

Segment Reporting

We focus on developing, acquiring, owning, operating, and managing shopping centers.

We consider each shopping center an operating segment.

We aggregate the financial information of all centers into one reportable segment because the centers all have similar economic characteristics and provide similar products and services to similar types and classes of customers and tenants.

Our Chief Operating Decision Maker (“CODM”), the President and Chief Executive Officer, reviews operating and financial information using Net Operating Income ("NOI") as the key measure to assess performance and allocate resources.

The CODM also uses NOI and its components to monitor budget versus actual results.

Our resources are allocated by evaluating the operating results of the business as well as considering capital needs and future projections, and deploying them across the various business functions as deemed necessary while ensuring the uses align with our overall business strategy.

The following table provides the components of Portfolio Net Operating Income, a non-GAAP metric, related to our business for the years ended December 31, 2024, 2023 and 2022:

2024 2023 2022

Property Revenues:

Rental revenue $ 497,516 $ 438,889 $ 421,419

Other revenues 18,902 16,858 14,037

Total Revenues $ 516,418 $ 455,747 $ 435,456

Property Operating Expenses:

Advertising and promotion $ 19,274 $ 18,606 $ 17,643

1 unchanged sentence

Real estate taxes 34,687 31,862 31,713

Other operating expenses 31,468 31,269 28,337

$ 145,547 $ 143,936 $ 140,736

Other operating expense 27,934 24,888 26,241

Total Operating Expenses $ 150,924 $ 135,484 $ 136,080

Portfolio Net Operating Income - Consolidated $ 365,494 $ 320,263 $ 299,376

Equity in earnings of unconsolidated joint ventures $ 11,289 $ 8,240 $ 8,594

Interest expense ( 60,637 ) ( 47,928 ) $ ( 46,967 )

Gain on sale of assets — — $ 3,156

Loss on early extinguishment of debt — — $ ( 222 )

Other income 1,484 9,729 $ 6,029

Depreciation and amortization ( 138,690 ) ( 108,889 ) $ ( 111,904 )

Other non-property (income) expenses 1,174 1,119 $ ( 312 )

Corporate general and administrative expenses ( 78,341 ) ( 76,299 ) $ ( 71,657 )

Non-cash adjustments 91 ( 2,895 ) $ ( 3,132 )

Lease termination fees 896 542 $ 2,870

Net Income $ 102,760 $ 103,882 $ 85,831

Lease Agreements

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We account for lease and non-lease components as a single component, which resulted in all of our revenues associated with leases being recorded as rental revenues in the consolidated statements of operations.

For the years ended December 31, 2023, 2022 and 2021 we recorded a straight-line rent adjustment of $ 2.2 million, $ 1.7 million and $ 1.9 million, respectively, as an increase to rental revenues in our consolidated statements of operations to record revenues from executory costs on a straight-line basis.

For the years ended December 31, 2024, 2023 and 2022 we recorded a straight-line rent adjustment of $ 607,000 , $ 2.2 million and $ 1.9 million, respectively, as an increase to rental revenues in our consolidated statements of operations to record revenues from executory costs on a straight-line basis.

In addition, direct internal leasing costs are capitalized;

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As of December 31, 2024 and 2023 we have operating lease right-of-use assets $ 76.1 million and $ 77.4 million, respectively, and operating lease liabilities of $ 84.5 million, and $ 86.1 million, respectively.

In 2021, we recorded an impairment charge of $ 7.0 million in our consolidated statement of operations which equaled the excess of the carrying value of our Foxwoods center over its estimated fair value of which $ 563,000 of the impairment charge was allocated to the right-of-use asset.

Our non-cancelable operating leases, with terms in excess of one year, have terms, including certain extension options, that expire from 2028 to 2101.

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Cash flow information related to leases for the years ended December 31, 2024, 2023 and 2022 was as follows (in thousands):

December 31, 2023 December 31, 2022 December 31, 2021

2024 2023 2022

Operating cash outflows related to operating leases $ 5,765 $ 5,709 $ 5,669

13 unchanged sentences

In addition, certain of our lease agreements include co-tenancy and/or sales-based provisions that may allow a tenant to pay reduced rent and/or terminate a lease prior to its natural expiration if we fail to maintain certain occupancy levels or retain specified named tenants, or if the tenant does not achieve certain specified sales targets.

Our occupancy at our consolidated centers has remained at 97 % at December 31, 2022 and 97 % at December 31, 2023.

Our occupancy at our consolidated centers was 98 % at December 31, 2024 and 97 % at December 31, 2023.

If our occupancy declines, certain centers may fall below the minimum co-tenancy thresholds and could trigger many tenants ability to pay reduced rents, which in turn may negatively impact our results of operations.

10 unchanged sentences

In January 2025, the Board declared a $ 0.275 quarterly cash dividend per common share payable on February 14, 2025 to each shareholder of record on January 31, 2025, and a $ 0.275 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.

In February 2025, we acquired a 640,000-square-foot open-air, grocery-anchored mixed-use center in Cleveland, Ohio for $167.0 million using cash on hand and available liquidity.

The center is Northeast Ohio's premier retail and entertainment destination and has become the go-to choice for retailers seeking market entry.

The stores at the center are complemented by an expansive menu of entertainment and dining options.

AND SUBSIDIARIES

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Lancaster Lancaster, PA — 3,691 19,907 6,656 67,790 10,347 87,697 98,044 47,619 1994 (5)

Little Rock Little Rock, AR — 6,244 59,358 — — 6,244 59,358 65,602 — 2024 (5)

Locust Grove Locust Grove, GA — 2,558 11,801 57 36,688 2,615 48,489 51,104 34,616 1994

49 unchanged sentences

Improvements 77,194 188,863 92,828

Impairment charges — — ( 8,574 )

Acquisitions 67,769 230,840 —

5 unchanged sentences

Depreciation for the period 117,851 97,636 97,916

Impairment charges — — ( 2,160 )

Dispositions and other ( 8,098 ) ( 4,334 ) ( 18,342 )

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures