TANGER INC. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Tanger Inc. (a) Evaluation of disclosure control procedures. The President and Chief Executive Officer, Stephen J. Yalof (Principal Executive Officer), and Executive Vice President, Chief Financial Officer and Chief Investment Officer, Michael J. Bilerman (Principal Financial Officer), evaluated the effectiveness of the Company's disclosure controls and procedures and concluded that, as of December 31, 2024, the Company's disclosure controls and procedures were effective to ensure that the information the Company is required to disclose in its filings with the SEC under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms, and to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including the Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure. (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 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: (1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (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 Company are being made only in accordance with authorizations of management and directors of the Company; and (3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements. The Company's management has evaluated the effectiveness of the Company's internal control over financial reporting as of December 31, 2024 based on the criteria established in a report entitled Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment and those criteria, the Company's management has concluded that the Company's internal control over financial reporting was effective at the reasonable assurance level as of December 31, 2024. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. The effectiveness of the Company's internal control over financial reporting as of December 31, 2024 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which appears herein. 70 (c) There were no changes in the Company's internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Tanger Properties Limited Partnership (a) Evaluation of disclosure control procedures. The President and Chief Executive Officer, Stephen J. Yalof (Principal Executive Officer), and Executive Vice President, Chief Financial Officer and Chief Investment Officer, Michael J. Bilerman (Principal Financial Officer) of Tanger Inc., the sole general partner of the Operating Partnership, evaluated the effectiveness of the Operating Partnership's disclosure controls and procedures as defined in Rule 13a-15(c) and 15d-15(e) and concluded that, as of December 31, 2024, the Operating Partnership's disclosure controls and procedures were effective. (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 Principal Executive Officer and Principal Financial Officer of the Operating Partnership's general partner, or persons performing similar functions, and effected by the general partner'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. Management, with the participation of the Principal Executive Officer and Principal Financial Officer of the general partner, is responsible for establishing and maintaining policies and procedures designed to maintain the adequacy of the Operating Partnership's internal control over financial reporting, including those policies and procedures that: (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, as the Operating Partnership's sole general partner; and (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. Management has evaluated the effectiveness of the Operating Partnership's internal control over financial reporting as of December 31, 2024 based on the criteria established in a report entitled Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment and those criteria, management has concluded that the Operating Partnership's internal control over financial reporting was effective at the reasonable assurance level as of December 31, 2024. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. The effectiveness of the Operating Partnership's internal control over financial reporting as of December 31, 2024 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which appears herein. 71 (c) There were no changes in the Operating Partnership's internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION 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”). Tanger Inc. (“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. LTIP Units 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. 72 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. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. PART III Certain information required by Part III is omitted from this Report in that the Company will file a definitive proxy statement pursuant to Regulation 14A, or the Proxy Statement, not later than 120 days after the end of the fiscal year covered by this Report, and certain information included therein is incorporated herein by reference. Only those sections of the Proxy Statement which specifically address the items set forth herein are incorporated by reference. ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information concerning the Company's directors 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 information concerning the Company's executive officers required by this Item is incorporated herein by reference to the section at the end of Part I, entitled “Information About The Executive Officers of Tanger Inc.” 73 The information concerning our Company Code of Business Conduct and Ethics required by this Item, which is posted on our website at www.tanger.com, 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 information found on, or otherwise accessible through, our website is not incorporated into, and does not form a part of, this Annual Report on Form 10-K or any other report or document we file with or furnish to the SEC. 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. 74 ITEM 11. EXECUTIVE COMPENSATION The 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. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS. 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. For each common share issued by the Company, the Operating Partnership issues one corresponding unit of limited partnership interest to the Company's wholly-owned subsidiaries. Therefore, when the Company grants an equity based award, the Operating Partnership treats each award as having been granted by the Operating Partnership. In the discussion below, the term "we" refers to the Company and the Operating Partnership together and the term "common shares" is meant to also include corresponding units of the Operating Partnership. Plan Category (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) Equity compensation plans approved by security holders 1,662,099 (1) $ 16.12 3,695,000 (2) Equity compensation plans not approved by security holders 1,000,000 (3) 7.15 — Total 2,662,099 $ 9.86 3,695,000 (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. Yalof, as an inducement to his entering into employment with the Company and were granted outside of the Company’s shareholder approved equity plan pursuant to New York Stock Exchange rules. The options to purchase common shares have an exercise price of $7.15. One-fourth of the options vested on each of December 31, 2020, 2021, 2022, and 2023, respectively. The vested options became exercisable once the fair market value of the Common Shares underlying the options became at least equal to 110% of the exercise price of the options. 75 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The 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. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The 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. PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) (1) Financial Statements Reports of Independent Registered Public Accounting Firm (Tanger Inc.) (PCAOB ID No. 34 ) F-1 Reports of Independent Registered Public Accounting Firm (Tanger Properties Limited Partnership) (PCAOB ID No. 34 ) F-4 Financial Statements of Tanger Inc. Consolidated Balance Sheets - December 31, 202 4 and 202 3 F- 7 Consolidated Statements of Operations - Years Ended December 31, 202 4 , 202 3 and 20 22 F- 8 Consolidated Statements of Comprehensive Income - Years Ended December 31, 202 4 , 202 3 and 20 22 F- 9 Consolidated Statements of Shareholders' Equity - Years Ended December 31, 202 4 , 202 3 and 20 22 F- 10 Consolidated Statements of Cash Flows - Years Ended December 31, 202 4 , 202 3 and 20 22 F- 13 Financial Statements of Tanger Properties Limited Partnership Consolidated Balance Sheets - December 31, 202 4 and 202 3 F- 14 Consolidated Statements of Operations - Years Ended December 31, 202 4 , 202 3 and 20 22 F- 15 Consolidated Statements of Comprehensive Income - Years Ended December 31, 202 4 , 202 3 and 20 22 F- 16 Consolidated Statements of Equity - Years Ended December 31, 202 4 , 202 3 and 20 22 F- 17 Consolidated Statements of Cash Flows - Years Ended December 31, 202 4 , 202 3 and 20 22 F- 18 Notes to Consolidated Financial Statements (Tanger Inc. and Tanger Properties Limited Partnership) F- 19 (2) Financial Statement Schedules Schedule III Real Estate and Accumulated Depreciation F- 57 All other schedules have been omitted because of the absence of conditions under which they are required or because the required information is given in the above-listed financial statements or notes thereto. 76 (3) Exhibits The Exhibit Index attached hereto is hereby incorporated by reference to this Item. Exhibit Index Exhibit No. Description 3.1 Amended and Restated Articles of Incorporation of the Company. (Incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1996.) 3.1A Amendment to Amended and Restated Articles of Incorporation dated May 29, 1996. (Incorporated by reference to Exhibit 3.1A to the Company's Annual Report on Form 10-K for the year ended December 31, 1996.) 3.1B Amendment to Amended and Restated Articles of Incorporation dated August 20, 1998. (Incorporated by reference to Exhibit 3.1B to the Company's Annual Report on Form 10-K for the year ended December 31, 1998.) 3.1C Amendment to Amended and Restated Articles of Incorporation dated September 30, 1999. (Incorporated by reference to Exhibit 3.1C to the Company's Annual Report on Form 10-K for the year ended December 31, 1999.) 3.1D Amendment to Amended and Restated Articles of Incorporation dated November 10, 2005. (Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K dated November 10, 2005.) 3.1E Amendment to Amended and Restated Articles of Incorporation dated June 13, 2007. (Incorporated by reference to Exhibit 3.1E of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.) 3.1F Articles of Amendment to Amended and Restated Articles of Incorporation dated August 27, 2008. (Incorporated by reference to Exhibit 3.1F of the Company's current report on Form 8-K dated August 29, 2008.) 3.1G Articles of Amendment to Amended and Restated Articles of Incorporation of Tanger Factory Outlet Centers, Inc. dated May 18, 2011. (Incorporated by reference to Exhibit 3.1 of the Company's and Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011.) 3.1H Articles of Amendment to Amended and Restated Articles of Incorporation of Tanger Factory Outlet Centers, Inc., dated May 24, 2012. (Incorporated by reference to Exhibit 3.1H to the Company's and Operating Partnership's Form S-3 dated June 7, 2012.) 3.1I Articles of Amendment to Amended and Restated Articles of Incorporation of Tanger Factory Outlet Centers, Inc., dated November 6, 2023 and effective November 16. 2023. (Incorporated by reference to Exhibit 3.1 to the Company's and Operating Partnership's Report on Form 8-K dated November 7, 2023.) 3.2 By-laws of Tanger Factory Outlet Centers, Inc. restated to reflect all amendments through May 18, 2012. (Incorporated by reference to Exhibit 3.2 to the Company's and Operating Partnership's Form S-3 dated June 7, 2012.) 3.2A 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.) 4.1 Senior Indenture dated as of March 1, 1996. (Incorporated by reference to the exhibits to the Company's Current Report on Form 8-K dated March 6, 1996.) 4.1A Sixth Supplemental Indenture (Supplement to Senior Indenture dated as of March 1, 1996) dated July 2, 2009. (Incorporated by reference to Exhibit 4.13 to the Company's Registration Statement on Form S-3 filed on July 2, 2009.) 4.1D Ninth Supplemental Indenture (Supplement to Senior Indenture dated March 1, 1996) dated November 21, 2014. (Incorporated by reference to Exhibit 4.1 to the Company's and Operating Partnership's Current Report on Form 8-K dated November 21, 2014.) 4.1E Tenth Supplemental Indenture (Supplement to Senior Indenture dated as of March 1, 1996) dated August 8, 2016. (Incorporated by reference to Exhibit 4.1 filed with the Company's and Operating Partnership's Report on Form 8-K dated August 8, 2016.) 4.1F First Amendment, dated October 13, 2016, to Tenth Supplemental Indenture dated August 8, 2016. (Incorporated by reference to Exhibit 4.1 filed with the Company's and Operating Partnership's Report on Form 8-K dated October 13, 2016.) 4.1G Eleventh Supplemental Indenture (Supplement to Senior Indenture dated as of March 1, 1996) dated as of July 3, 2017. (Incorporated by reference to Exhibit 4.1 filed with the Company's and Operating Partnership's Report on Form 8-K dated July 3, 2017.) 77 4.1H Twelfth Supplemental Indenture, dated as of August 10, 2021, between Tanger Properties Limited Partnership and U.S. Bank National Association (as successor in interest to State Street Bank and Trust Company) (Incorporated by reference to Exhibit 4.1 filed with the Company's and Operating Partnership's Report on Form 8-K dated August 10, 2021). 4.1I Tanger Properties Limited Partnership Libor Transition Amendment to the Fourth Amended and Restated Credit Agreement dated as of July 23, 2021. (incorporated by reference to Exhibit 4.1I to the Company's and Operating Partnership's Annual Report on Form 10-K dated February 27, 2023). 4.1J Tanger Properties Limited Partnership Third Amended to Restated Term Loan Agreement dated as of October 12, 2022 (Incorporated by reference to exhibit 10.01 filed with the Company's and Operating Partnership's Report on form 8-K dated October 12, 2022). 4.1K Tanger Properties Limited Partnership Libor Transition Amendment to Fourth Amended and Restated Liquidity Credit Agreement dated as of July 13, 2021. (incorporated by reference to Exhibit 4.1K to the Company's and Operating Partnership's Annual Report on Form 10-K dated February 27, 2023). 4.2 Description of Common Shares. (Incorporated by reference to Exhibit 4.2 to the Company’s and Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2019) 10.1 * Incentive Award Plan of Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership (Amended and Restated as of April 4, 2014) (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 June 30, 2014.) 10.1A * 2018 Declaration of Amendment to Incentive Award Plan of Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership. (Incorporated by reference to Exhibit 10.1 to the Company's and Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018.) 10.1B* 2019 Declaration of Amendment to Incentive Award Plan of Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership (As Amended and Restated as of April 4, 2014), as amended, dated as of March 29, 2019 (incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q dated August 5, 2019.) 10.2 * Form of Non-Qualified Share Option Agreement between Tanger Factory Outlet Centers, Inc., Tanger Properties Limited Partnership and certain employees. (Incorporated by reference to Exhibit 10.1 to the Company's and Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011.) 10.3 Registration Rights Agreement among the Company, the Tanger Family Limited Partnership and Stanley K. Tanger. (Incorporated by reference to the exhibits to the Company's Registration Statement on Form S-11 filed May 27, 1993, as amended.) 10.3A Amendment to Registration Rights Agreement among the Company, the Tanger Family Limited Partnership and Stanley K. Tanger. (Incorporated by reference to the exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 1995.) 10.3B Second Amendment to Registration Rights Agreement among the Company, the Tanger Family Limited Partnership and Stanley K. Tanger dated September 4, 2002. (Incorporated by reference to Exhibit 10.11B to the Company's Annual Report on Form 10-K for the year ended December 31, 2003.) 10.3C Third Amendment to Registration Rights Agreement among the Company, the Tanger Family Limited Partnership and Stanley K. Tanger dated December 5, 2003. (Incorporated by reference to Exhibit 10.11B to the Company's Annual Report on Form 10-K for the year ended December 31, 2003.) 10.3D Fourth Amendment to Registration Rights Agreement among the Company, the Tanger Family Limited Partnership and Stanley K. Tanger dated August 8, 2006. (Incorporated by reference to Exhibit 10.12D to the Company's Registration Statement on Form S-3, dated August 9, 2006.) 10.3E Fifth Amendment to Registration Rights Agreement among the Company, The Tanger Family Limited Partnership and Stanley K. Tanger dated August 10, 2009. (Incorporated by reference to Exhibit 1.2 to the Company's Current Report on Form 8-K dated August 14, 2009.) 10.4 Registration Rights Agreement amount Tanger Factory Outlet Centers, Inc., Tanger Properties Limited Partnership and DPSW Deer Park LLC. (Incorporated by reference to Exhibit 10.2 to the Company's and the Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended September 30, 2013.) 10.5 Agreement Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K. (Incorporated by reference to the exhibits to the Company's Registration Statement on Form S-11 filed May 27, 1993, as amended.) 78 10.6 Assignment and Assumption Agreement among Stanley K. Tanger, Stanley K. Tanger & Company, the Tanger Family Limited Partnership, the Operating Partnership and the Company. (Incorporated by reference to the exhibits to the Company's Registration Statement on Form S-11 filed May 27, 1993, as amended.) 10.7 COROC Holdings, LLC Limited Liability Company Agreement dated October 3, 2003. (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated December 8, 2003.) 10.8 Form of Shopping Center Management Agreement between owners of COROC Holdings, LLC and Tanger Properties Limited Partnership. (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated December 8, 2003.) 10.9 * Form of Restricted Share Agreement between the Company and certain Officers. (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* Director Deferred Share Program of Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership. (Incorporated by reference to Exhibit 10.24 to the Company's and the Operating Partnership's Annual Report on Form 10-K for the year ended December 31, 2012.) 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.) 10.12* 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). 10.16 Fourth Amended and Restated Credit Agreement, dated as of July 13, 2021, by and among Tanger Properties Limited Partnership, as the Borrower, Bank of America, N.A., as Administrative Agent and L/C Issuer, and the Other Lenders Party Thereto, BofA Securities, Inc., Wells Fargo Securities, LLC, Truist Bank and U.S. Bank National Association, as Joint Bookrunners and Joint Lead Arrangers, Wells Fargo Bank, National Association, U.S. Bank National Association and Truist Securities, Inc. as Syndication Agents, Regions Bank and TD Bank, N.A. as Managing Agents and BofA Securities, Inc. as Sustainability Agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated July 14, 2021) 10.17 Fourth Amended and Restated Liquidity Credit Agreement, dated as of July 13, 2021, by and among Tanger Properties Limited Partnership, as the Borrower, Bank of America, N.A., as Administrative Agent, and the Other Lenders Party Thereto (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated July 14, 2021) 10.18 Second Amended and Restated Continuing Guaranty dated October 25, 2018 by and between Tanger Factory Outlet Centers, Inc. and Wells Fargo Bank, National Association. (Incorporated by reference to Exhibit 10.2 to the Company's and Operating Partnership's Current Report on Form 8-K dated October 26, 2018.) 10.19* Employment Agreement of Stephen Yalof Dated April 6, 2020 (Incorporated by reference to Exhibit 10.1 to the Company’s and Operating Partnership’s Current Report on Form 8-K dated April 6, 2020.) 10.20* First Amendment to Employment Agreement of Stephen Yalof Dated April 9, 2020 (Incorporated by reference to Exhibit 10.2 to the Company’s and Operating Partnership’s Current Report on Form 8-K dated April 6, 2020.) 79 10.21* Second Amendment to Employment Agreement of Stephen Yalof Dated December 13, 2023 (Incorporated by reference to Exhibit 10.1 to the Company’s and Operating Partnership’s Current Report on Form 8-K dated December 18, 2023.) 10.22* Amended and Restated Employment Agreement of Steven B. 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* 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). 10.24 Tanger Factory Outlet Centers, Inc. 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) 10.25* Offer Letter of Leslie A. Swanson, dated September 28, 2020 (incorporated by reference to Exhibit 10.47 to the Company and Operating Partnership's Annual Report on Form 10-K dated February 23, 2021). 10.26* Offer Letter of Justin Stein, dated October 13, 2021 (incorporated by reference to Exhibit 10.28 to the Company's and Operating Partnership's Annual Report on Form 10-K dated February 22, 2022). 10.27* Offer Letter of Michael Bilerman, dated September 15, 2022. (incorporated by reference to Exhibit 10.30 to the Company's and Operating Partnership's Annual Report on Form 10-K dated February 27, 2023). 10.28* Incentive Award Plan of Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership (Amended and restated as of May 19, 2023) (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q dated August 4, 2023). 10.29* Offer Letter of Jessica Norman, dated July 6, 2023 (incorporated by reference to Exhibit 10.2 to the Company's and Operating Partnership's Quarterly Report on Form 10-Q dated November 7, 2023). 10.30* Letter Agreement with Steven B. 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). 10.31 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. 21.2 List of Subsidiaries of the Operating Partnership. 23.1 Consent of Deloitte & Touche LLP (Tanger Inc.) 23.2 Consent of Deloitte & Touche LLP (Tanger Properties Limited Partnership.) 31.1 Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Tanger Inc. 31.2 Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Tanger Inc. 80 31.3 Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Tanger Properties Limited Partnership. 31.4 Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Tanger Properties Limited Partnership. 32.1 Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Tanger Inc. 32.2 Principal Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Tanger Inc. 32.3 Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Tanger Properties Limited Partnership. 32.4 Principal Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Tanger Properties Limited Partnership. 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. 101.SCH** Inline XBRL Taxonomy Extension Schema Document 101.CAL** Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.LAB** Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE** Inline XBRL Taxonomy Extension Presentation Linkbase Document 101.DEF** Inline XBRL Taxonomy Extension Definition Linkbase Document 104** Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Management contract or compensatory plan or arrangement. ** Submitted herewith. Item 16. FORM 10-K SUMMARY None. 81 SIGNATURES of Tanger Inc. Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TANGER INC. By: /s/ Stephen J. Yalof Stephen J. Yalof President and Chief Executive Officer February 21, 2025 82 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: Signature Title Date /s/ Stephen J. Yalof February 21, 2025 Stephen J. Yalof Director, President, Chief Executive Officer (Principal Executive Officer) /s/ Michael J. Bilerman Michael J. Bilerman Executive Vice President, Chief Financial Officer and Chief Investment Officer (Principal Financial Officer) February 21, 2025 /s/ Thomas J. Guerrieri Jr. Thomas J. Guerrieri Jr. Senior Vice President, Chief Accounting Officer (Principal Accounting Officer) February 21, 2025 /s/ Steven B. Tanger Steven B. Tanger Chair of the Board February 21, 2025 /s/ Bridget M. Ryan-Berman Bridget M. Ryan-Berman Lead Director February 21, 2025 /s/ Jeffrey B. Citrin Jeffrey B. Citrin Director February 21, 2025 /s/ David B. Henry David B. Henry Director February 21, 2025 /s/ Sandeep L. Mathrani Sandeep L. Mathrani Director February 21, 2025 /s/ Thomas J. Reddin Thomas J. Reddin Director February 21, 2025 /s/ Susan E. Skerritt Susan E. Skerritt Director February 21, 2025 /s/ Sonia Syngal Sonia Syngal Director February 21, 2025 /s/ Luis A. Ubiñas Luis A. Ubiñas Director February 21, 2025 83 SIGNATURES of Tanger Properties Limited Partnership Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TANGER PROPERTIES LIMITED PARTNERSHIP By: TANGER INC., its sole general partner By: /s/ Stephen J. Yalof Stephen J. Yalof President and Chief Executive Officer February 21, 2025 84 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Tanger Inc. in its capacity as General Partner of Tanger Properties Limited Partnership and in the capacities and on the dates indicated: Signature Title Date /s/ Stephen J. Yalof Stephen J. Yalof Director, President, and Chief Executive Officer (Principal Executive Officer) February 21, 2025 /s/ Michael J. Bilerman Michael J. Bilerman Executive Vice President, Chief Financial Officer and Chief Investment Officer (Principal Financial Officer) February 21, 2025 /s/ Thomas J. Guerrieri Jr. Thomas J. Guerrieri Jr. Senior Vice President, Chief Accounting Officer (Principal Accounting Officer) February 21, 2025 /s/ Steven B. Tanger Steven B. Tanger Chair of the Board February 21, 2025 /s/ Bridget M. Ryan-Berman Bridget M. Ryan-Berman Lead Director February 21, 2025 /s/ Jeffrey B. Citrin Jeffrey B. Citrin Director February 21, 2025 /s/ David. B. Henry David B. Henry Director February 21, 2025 /s/ Sandeep L. Mathrani Sandeep L. Mathrani Director February 21, 2025 /s/ Thomas J. Reddin Thomas J. Reddin Director February 21, 2025 /s/ Susan E. Skerritt Susan E. Skerritt Director February 21, 2025 /s/ Sonia Syngal Sonia Syngal Director February 21, 2025 /s/ Luis A. Ubiñas Luis A. Ubiñas Director February 21, 2025 85 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Tanger Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Tanger Inc. (formerly Tanger Factory Outlet Centers, Inc.) and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, shareholders' equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes and the schedule listed in the Index at Item 15(a)(2) (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 21 2025, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. F-1 Rental property, net - Impairment of Long-Lived Assets – Refer to Note 2 to the financial statements Critical Audit Matter Description Rental property held and used by the Company is reviewed for impairment in the event that facts and circumstances indicate that the carrying amount of an asset may not be recoverable. In such event, the Company compares the estimated future undiscounted cash flows associated with the asset to the asset’s carrying amount, and if less than such carrying amount, recognizes an impairment loss in an amount by which the carrying amount exceeds its fair value. The cash flow estimates used both for determining recoverability and estimating fair value are inherently judgmental and reflect current and projected trends in rental, occupancy, capitalization, and discount rates, and estimated holding periods for the applicable assets. Given the Company’s cash flow estimates used for determining recoverability require management to make significant estimates and assumptions related to current and projected trends in rental, occupancy, and capitalization rates, and estimated holding periods, performing audit procedures to evaluate the reasonableness of management’s undiscounted future cash flows analysis required a high degree of auditor judgment and an increased extent of effort. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the undiscounted future cash flows analysis and the assessment of expected remaining holding period included the following, among others: • We tested the effectiveness of controls over management’s evaluation of the recoverability of rental property assets, including the significant assumptions over net operating income, capitalization rates, and estimated holding periods. • We evaluated the undiscounted future cash flows analysis, including estimates of net operating income, capitalization rates, and estimated holding periods for certain rental property assets with impairment indicators by performing the following, where applicable: ◦ We evaluated management’s cash flow projections by comparing to the Company’s historical results and considered the impact of leasing activity. ◦ We evaluated capitalization rates by comparing to external market sources. ◦ We evaluated management’s estimated holding period by comparing to historical holding periods for assets sold in recent years, reviewing board minutes, and conducting inquiries of management, leasing personnel, and others outside of the accounting department. ◦ We tested the mathematical accuracy of the undiscounted future cash flows analysis. /s/ Deloitte & Touche LLP Charlotte, North Carolina February 21, 2025 We have served as the Company's auditor since 2016. F-2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Tanger Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Tanger Inc. (formerly Tanger Factory Outlet Centers, Inc.) and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated February 21, 2025, expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (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 company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP Charlotte, North Carolina February 21, 2025 F-3 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Tanger Properties Limited Partnership Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Tanger Properties Limited Partnership and subsidiaries (the "Operating Partnership") as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes and the schedule listed in the Index at Item 15(a)(2) (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Operating Partnership as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Operating Partnership's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013 ) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 21, 2025, expressed an unqualified opinion on the Operating Partnership’s internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Operating Partnership’s management. Our responsibility is to express an opinion on the Operating Partnership's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. F-4 Rental property, net - Impairment of Long-Lived Assets – Refer to Note 2 to the financial statements Critical Audit Matter Description Rental property held and used by the Operating Partnership is reviewed for impairment in the event that facts and circumstances indicate that the carrying amount of an asset may not be recoverable. In such event, the Operating Partnership compares the estimated future undiscounted cash flows associated with the asset to the asset’s carrying amount, and if less than such carrying amount, recognizes an impairment loss in an amount by which the carrying amount exceeds its fair value. The cash flow estimates used both for determining recoverability and estimating fair value are inherently judgmental and reflect current and projected trends in rental, occupancy, capitalization, and discount rates, and estimated holding periods for the applicable assets. Given the Operating Partnership’s cash flow estimates used for determining recoverability require management to make significant estimates and assumptions related to current and projected trends in rental, occupancy, and capitalization rates, and estimated holding periods, performing audit procedures to evaluate the reasonableness of management’s undiscounted future cash flows analysis required a high degree of auditor judgment and an increased extent of effort. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the undiscounted future cash flows analysis and the assessment of expected remaining holding period included the following, among others: • We tested the effectiveness of controls over management’s evaluation of the recoverability of rental property assets, including the significant assumptions over net operating income, capitalization rates, and estimated holding periods. • We evaluated the undiscounted future cash flows analysis, including estimates of net operating income, capitalization rates, and estimated holding periods for certain rental property assets with impairment indicators by performing the following, where applicable: ◦ We evaluated management’s cash flow projections by comparing to the Operating Partnership’s historical results and considered the impact of leasing activity. ◦ We evaluated capitalization rates by comparing to external market sources. ◦ We evaluated management’s estimated holding period by comparing to historical holding periods for assets sold in recent years, reviewing board minutes, and conducting inquiries of management, leasing personnel, and others outside of the accounting department. ◦ We tested the mathematical accuracy of the undiscounted future cash flows analysis. /s/ Deloitte & Touche LLP Charlotte, North Carolina February 21, 2025 We have served as the Operating Partnership's auditor since 2016. F-5 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Tanger Properties Limited Partnership Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Tanger Properties Limited Partnership and subsidiaries (the “Operating Partnership”) as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Operating Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Operating Partnership and our report dated February 21, 2025, expressed an unqualified opinion on those financial statements. Basis for Opinion The Operating Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Operating Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (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 company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP Charlotte, North Carolina February 21, 2025 F-6 TANGER INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share data) December 31, 2024 2023 Assets Rental property: Land $ 311,355 $ 303,605 Buildings, improvements and fixtures 3,089,239 2,938,434 Construction in progress 7,453 29,201 3,408,047 3,271,240 Accumulated depreciation ( 1,428,017 ) ( 1,318,264 ) Total rental property, net 1,980,030 1,952,976 Cash and cash equivalents 46,992 12,778 Short-term investments — 9,187 Investments in unconsolidated joint ventures 65,665 71,900 Deferred lease costs and other intangibles, net 85,028 91,269 Operating lease right-of-use assets 76,099 77,400 Prepaids and other assets 127,369 108,609 Total assets $ 2,381,183 $ 2,324,119 Liabilities and Equity Liabilities Debt: Senior, unsecured notes, net $ 1,041,710 $ 1,039,840 Unsecured term loans, net 323,182 322,322 Mortgages payable, net 58,867 64,041 Unsecured lines of credit — 13,000 Total debt 1,423,759 1,439,203 Accounts payable and accrued expenses 107,775 118,505 Operating lease liabilities 84,499 86,076 Other liabilities 85,476 89,022 Total liabilities 1,701,509 1,732,806 Commitments and contingencies (Note 22) Equity Tanger Inc.: Common shares, $ 0.01 par value, 300,000,000 shares authorized, 112,738,633 and 108,793,251 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively 1,127 1,088 Paid in capital 1,190,746 1,079,387 Accumulated distributions in excess of net income ( 511,816 ) ( 490,171 ) Accumulated other comprehensive loss ( 27,687 ) ( 23,519 ) Equity attributable to Tanger Inc. 652,370 566,785 Equity attributable to noncontrolling interests: Noncontrolling interests in Operating Partnership 27,304 24,528 Noncontrolling interests in other consolidated partnerships — — Total equity 679,674 591,313 Total liabilities and equity $ 2,381,183 $ 2,324,119 The accompanying notes are an integral part of these consolidated financial statements. F-7 TANGER INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) For the years ended December 31, 2024 2023 2022 Revenues: Rental revenues $ 497,516 $ 438,889 $ 421,419 Management, leasing and other services 9,645 8,660 7,157 Other revenues 18,902 16,858 14,037 Total revenues 526,063 464,407 442,613 Expenses: Property operating 158,729 145,547 143,936 General and administrative 78,020 76,130 71,532 Depreciation and amortization 138,690 108,889 111,904 Total expenses 375,439 330,566 327,372 Other income (expense): Interest expense ( 60,637 ) ( 47,928 ) ( 46,967 ) Loss on early extinguishment of debt — — ( 222 ) Gain on sale of assets — — 3,156 Other income (expense) 1,484 9,729 6,029 Total other income (expense) ( 59,153 ) ( 38,199 ) ( 38,004 ) Income before equity in earnings of unconsolidated joint ventures 91,471 95,642 77,237 Equity in earnings of unconsolidated joint ventures 11,289 8,240 8,594 Net income 102,760 103,882 85,831 Noncontrolling interests in Operating Partnership ( 4,245 ) ( 4,483 ) ( 3,768 ) Noncontrolling interests in other consolidated partnerships 80 ( 248 ) — Net income attributable to Tanger Inc. $ 98,595 $ 99,151 $ 82,063 Basic earnings per common share: Net income $ 0.89 $ 0.94 $ 0.78 Diluted earnings per common share: Net income $ 0.88 $ 0.92 $ 0.77 The accompanying notes are an integral part of these consolidated financial statements. F-8 TANGER INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) For the years ended December 31, 2024 2023 2022 Net income $ 102,760 $ 103,882 $ 85,831 Other comprehensive income (loss): Foreign currency translation adjustments ( 4,958 ) 1,491 ( 5,070 ) Change in fair value of cash flow hedges 621 ( 14,534 ) 12,093 Other comprehensive income (loss) ( 4,337 ) ( 13,043 ) 7,023 Comprehensive income 98,423 90,839 92,854 Comprehensive income attributable to noncontrolling interests ( 3,996 ) ( 3,922 ) ( 4,067 ) Comprehensive income attributable to Tanger Inc. $ 94,427 $ 86,917 $ 88,787 The accompanying notes are an integral part of these consolidated financial statements. F-9 TANGER INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (in thousands, except share and per share data) Common shares Paid in capital Accumulated distributions in excess of earnings Accumulated other comprehensive income (loss) Total shareholders' equity Noncontrolling interest in Operating Partnership Noncontrolling interests in other consolidated partnerships Total equity Balance, December 31, 2021 1,041 $ 978,054 $ ( 483,409 ) $ ( 17,761 ) $ 477,925 $ 21,864 $ — $ 499,789 Net income — — 82,063 — 82,063 3,768 — 85,831 Other comprehensive income — — — 6,724 6,724 299 — 7,023 Compensation under Incentive Award Plan — 13,160 — — 13,160 — — 13,160 Issuance of 15,500 common shares upon exercise of options — 88 — — 88 — — 88 Grant of 613,933 restricted common share awards, net of forfeitures 6 ( 6 ) — — — — — — Withholding of 239,824 common shares for employee income taxes ( 2 ) ( 3,922 ) — — ( 3,924 ) — — ( 3,924 ) Adjustment for noncontrolling interests in Operating Partnership — ( 182 ) — — ( 182 ) 182 — — Exchange of 23,577 Operating Partnership units for 23,577 common shares — — — — — — — — Common dividends ($ 0.8025 per share) — — ( 84,211 ) — ( 84,211 ) — — ( 84,211 ) Distributions to noncontrolling interests — — — — — ( 3,822 ) — ( 3,822 ) Balance, December 31, 2022 1,045 $ 987,192 $ ( 485,557 ) $ ( 11,037 ) $ 491,643 $ 22,291 $ — $ 513,934 The accompanying notes are an integral part of these consolidated financial statements. F-10 TANGER INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (in thousands, except share and per share data) Common shares Paid in capital Accumulated distributions in excess of earnings Accumulated other comprehensive income (loss) Total shareholders' equity Noncontrolling interest in Operating Partnership Noncontrolling interests in other consolidated partnerships Total equity Balance, December 31, 2022 1,045 $ 987,192 $ ( 485,557 ) $ ( 11,037 ) $ 491,643 $ 22,291 $ — $ 513,934 Net income — — 99,151 — 99,151 4,483 248 103,882 Other comprehensive loss — — — ( 12,482 ) ( 12,482 ) ( 561 ) — ( 13,043 ) Compensation under Incentive Award Plan — 12,766 — — 12,766 — — 12,766 Issuance of 85,500 common shares upon exercise of options 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 10 ( 10 ) — — — — — — Withholding of 379,512 common shares for employee income taxes ( 3 ) ( 7,287 ) — — ( 7,290 ) — — ( 7,290 ) Adjustment for noncontrolling interests in Operating Partnership — ( 2,916 ) — — ( 2,916 ) 2,916 — — Exchange of 30,024 Operating Partnership units for 30,024 common shares — — — — — — — — Common dividends ($ 0.97 per share) — — ( 103,765 ) — ( 103,765 ) — — ( 103,765 ) Distributions to noncontrolling interests — — — — — ( 4,601 ) ( 248 ) ( 4,849 ) Balance, December 31, 2023 1,088 $ 1,079,387 $ ( 490,171 ) $ ( 23,519 ) $ 566,785 $ 24,528 $ — $ 591,313 The accompanying notes are an integral part of these consolidated financial statements. F-11 TANGER INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (in thousands, except share and per share data) Common shares Paid in capital Accumulated distributions in excess of earnings Accumulated other comprehensive income (loss) Total shareholders' equity Noncontrolling interest in Operating Partnership Noncontrolling interests in other consolidated partnerships Total equity Balance, December 31, 2023 1,088 $ 1,079,387 $ ( 490,171 ) $ ( 23,519 ) $ 566,785 $ 24,528 $ — $ 591,313 Net income — — 98,595 — 98,595 4,245 ( 80 ) 102,760 Other comprehensive loss — — — ( 4,168 ) ( 4,168 ) ( 169 ) — ( 4,337 ) Compensation under Incentive Award Plan — 12,119 — — 12,119 — — 12,119 Issuance of 84,990 common shares upon exercise of options — 1,313 — — 1,313 — — 1,313 Issuance of 3,374,184 common shares 34 113,769 — — 113,803 — — 113,803 Grant of 769,382 restricted common share awards, net of forfeitures 8 ( 8 ) — — — — — — Issuance of 136,469 deferred shares 1 ( 1 ) — — — — — — Withholding of 419,643 common shares for employee income taxes ( 4 ) ( 12,026 ) — — ( 12,030 ) — — ( 12,030 ) Adjustment for noncontrolling interests in Operating Partnership — ( 3,808 ) — — ( 3,808 ) 3,808 — — Common dividends ($ 1.085 per share) — — ( 120,239 ) — ( 120,239 ) — — ( 120,239 ) Distributions to noncontrolling interests — — — — — ( 5,108 ) 80 ( 5,028 ) Balance, December 31, 2024 1,127 $ 1,190,745 $ ( 511,815 ) $ ( 27,687 ) $ 652,370 $ 27,304 $ — $ 679,674 The accompanying notes are an integral part of these consolidated financial statements. F-12 TANGER INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) For the years ended December 31, 2024 2023 2022 Operating Activities Net income $ 102,760 $ 103,882 $ 85,831 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 138,690 108,889 111,904 Amortization of deferred financing costs 3,496 3,196 3,126 Gain on sale of assets — — ( 3,156 ) Loss on early extinguishment of debt — — 222 Equity in earnings of unconsolidated joint ventures ( 11,289 ) ( 8,240 ) ( 8,594 ) Equity-based compensation expense 11,989 12,511 12,969 Amortization of debt discounts, net 747 622 509 Amortization of market rent rate adjustments, net 528 646 1,417 Straight-line rent adjustments ( 607 ) 2,229 1,689 Distributions of cumulative earnings from unconsolidated joint ventures 8,720 8,377 8,711 Other non-cash 648 599 ( 2,418 ) Changes in other asset and liabilities: Other assets 1,796 3,410 276 Accounts payable and accrued expenses 3,200 ( 6,513 ) 1,474 Net cash provided by operating activities 260,678 229,608 213,960 Investing Activities Additions to rental property ( 100,437 ) ( 188,196 ) ( 77,310 ) Additions to investments in unconsolidated joint ventures — ( 2,580 ) ( 313 ) Net proceeds from sale of real estate assets — — 12,400 Acquisition of real estate assets ( 76,133 ) ( 259,689 ) — Proceeds on sale of non-real estate assets — — 14,610 Additions to short-term investments — ( 7,679 ) ( 52,450 ) 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 Additions to non-real estate assets ( 7,606 ) ( 10,773 ) ( 7,442 ) Additions to deferred lease costs ( 2,766 ) ( 3,101 ) ( 2,570 ) Payments for other investing activities ( 10,078 ) ( 2,181 ) ( 7,288 ) Proceeds from other investing activities 6,060 6,512 9,509 Net cash used in investing activities ( 178,007 ) ( 409,561 ) ( 98,817 ) Financing Activities Cash dividends paid ( 120,239 ) ( 103,765 ) ( 84,211 ) Distributions to noncontrolling interests in Operating Partnership ( 5,108 ) ( 4,601 ) ( 3,822 ) Proceeds from revolving credit facility 262,000 83,000 — Repayments of revolving credit facility ( 275,000 ) ( 70,000 ) — Proceeds from notes, mortgages and loans — — 36,556 Repayments of notes, mortgages and loans ( 5,130 ) ( 4,773 ) ( 4,440 ) Employee income taxes paid related to shares withheld upon vesting of equity awards ( 12,030 ) ( 7,290 ) ( 3,924 ) Distributions to noncontrolling interests in other consolidated partnerships 80 ( 248 ) — Additions to deferred financing costs ( 6,876 ) ( 131 ) ( 3,262 ) Proceeds from exercise of options 1,313 1,236 88 Proceeds from issuance of common shares 113,803 88,442 — Payment for other financing activities ( 1,148 ) ( 1,148 ) ( 1,148 ) Net cash used in financing activities ( 48,335 ) ( 19,278 ) ( 64,163 ) Effect of foreign currency rate changes on cash and cash equivalents ( 122 ) ( 115 ) ( 111 ) Net increase/(decrease) in cash, cash equivalents and restricted cash 34,214 ( 199,346 ) 50,869 Cash and cash equivalents, beginning of year 12,778 212,124 161,255 Cash and cash equivalents, end of year $ 46,992 $ 12,778 $ 212,124 The accompanying notes are an integral part of these consolidated financial statements. F-13 TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except for unit data) December 31, 2024 2023 Assets Rental property: Land $ 311,355 $ 303,605 Buildings, improvements and fixtures 3,089,239 2,938,434 Construction in progress 7,453 29,201 3,408,047 3,271,240 Accumulated depreciation ( 1,428,017 ) ( 1,318,264 ) Total rental property, net 1,980,030 1,952,976 Cash and cash equivalents 46,700 12,572 Short-term investments — 9,187 Investments in unconsolidated joint ventures 65,665 71,900 Deferred lease costs and other intangibles, net 85,028 91,269 Operating lease right-of-use assets 76,099 77,400 Prepaids and other assets 126,852 108,157 Total assets $ 2,380,374 $ 2,323,461 Liabilities and Equity Liabilities Debt: Senior, unsecured notes, net $ 1,041,710 $ 1,039,840 Unsecured term loans, net 323,182 322,322 Mortgages payable, net 58,867 64,041 Unsecured lines of credit — 13,000 Total debt 1,423,759 1,439,203 Accounts payable and accrued expenses 106,966 117,847 Operating lease liabilities 84,499 86,076 Other liabilities 85,476 89,022 Total liabilities 1,700,700 1,732,148 Commitments and contingencies (Note 22) Equity Partners' Equity: General partner, 1,250,000 and 1,150,000 units outstanding at December 31, 2024 and December 31, 2023, respectively 9,094 5,776 Limited partners, 4,707,958 and 4,707,958 Class A common units, and 111,488,633 and 107,643,251 Class B common units outstanding at December 31, 2024 and December 31, 2023, respectively 699,711 610,330 Accumulated other comprehensive loss ( 29,131 ) ( 24,793 ) Total partners' equity 679,674 591,313 Noncontrolling interests in consolidated partnerships — — Total equity 679,674 591,313 Total liabilities and equity $ 2,380,374 $ 2,323,461 The accompanying notes are an integral part of these consolidated financial statements. F-14 TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per unit data) For the years ended December 31, 2024 2023 2022 Revenues: Rental revenues $ 497,516 $ 438,889 $ 421,419 Management, leasing and other services 9,645 8,660 7,157 Other revenues 18,902 16,858 14,037 Total revenues 526,063 464,407 442,613 Expenses: Property operating 158,729 145,547 143,936 General and administrative 78,020 76,130 71,532 Depreciation and amortization 138,690 108,889 111,904 Total expenses 375,439 330,566 327,372 Other income (expense): Interest expense ( 60,637 ) ( 47,928 ) ( 46,967 ) Loss on early extinguishment of debt — — ( 222 ) Gain on sale of assets — — 3,156 Other income (expense) 1,484 9,729 6,029 Total other income (expense) ( 59,153 ) ( 38,199 ) ( 38,004 ) Income before equity in earnings of unconsolidated joint ventures 91,471 95,642 77,237 Equity in earnings of unconsolidated joint ventures 11,289 8,240 8,594 Net income 102,760 103,882 85,831 Noncontrolling interests in consolidated partnerships 80 ( 248 ) — Net income available to partners 102,840 103,634 85,831 Net income available to limited partners 101,791 102,588 84,971 Net income available to general partner $ 1,049 $ 1,046 $ 860 Basic earnings per common unit: Net income $ 0.89 $ 0.94 $ 0.78 Diluted earnings per common unit: Net income $ 0.88 $ 0.92 $ 0.77 — — The accompanying notes are an integral part of these consolidated financial statements. F-15 TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) For the years ended December 31, 2024 2023 2022 Net income $ 102,760 $ 103,882 $ 85,831 Other comprehensive income (loss): Foreign currency translation adjustments ( 4,958 ) 1,491 ( 5,070 ) Change in fair value of cash flow hedges 621 ( 14,534 ) 12,093 Other comprehensive income (loss) ( 4,337 ) ( 13,043 ) 7,023 Comprehensive income 98,423 90,839 92,854 Comprehensive (income) attributable to noncontrolling interests in consolidated partnerships 80 ( 248 ) — Comprehensive income attributable to the Operating Partnership $ 98,503 $ 90,591 $ 92,854 The accompanying notes are an integral part of these consolidated financial statements. F-16 TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EQUITY (in thousands, except unit and per unit data) General partner Limited partners Accumulated other comprehensive income (loss) Total partners' equity Noncontrolling interests in consolidated partnerships Total equity Balance, December 31, 2021 $ 4,539 $ 514,023 $ ( 18,773 ) $ 499,789 $ — $ 499,789 Net income 860 84,971 — 85,831 — 85,831 Other comprehensive income — — 7,023 7,023 — 7,023 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 Withholding of 239,824 common units for employee income taxes — ( 3,924 ) — ( 3,924 ) — ( 3,924 ) Common distributions $ 0.8025 per common unit) ( 883 ) ( 87,150 ) — ( 88,033 ) — ( 88,033 ) Distributions to noncontrolling interests — — — — — — 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 loss — — ( 13,043 ) ( 13,043 ) — ( 13,043 ) Compensation under Incentive Award Plan — 12,766 — 12,766 — 12,766 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 — ( 7,290 ) — ( 7,290 ) — ( 7,290 ) Common distributions ($ 0.97 per common unit) ( 1,069 ) ( 107,297 ) — ( 108,366 ) — ( 108,366 ) Distributions to noncontrolling interests — — — — ( 248 ) ( 248 ) 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 Other comprehensive loss — — ( 4,337 ) ( 4,337 ) — ( 4,337 ) Compensation under Incentive Award Plan — 12,119 — 12,119 — 12,119 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 3,516 110,287 — 113,803 — 113,803 Withholding of 419,643 common units for employee income taxes — ( 12,030 ) — ( 12,030 ) — ( 12,030 ) Contributions from noncontrolling interests — — — — — — Common distributions ($ 1.085 per common unit) ( 1,247 ) ( 124,100 ) — ( 125,347 ) — ( 125,347 ) Distributions to noncontrolling interests — — — — 80 80 Balance, December 31, 2024 $ 9,094 $ 699,710 $ ( 29,130 ) $ 679,674 $ — $ 679,674 The accompanying notes are an integral part of these consolidated financial statements. F-17 TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) For the years ended December 31, 2024 2023 2022 Operating activities Net income $ 102,760 $ 103,882 $ 85,831 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 138,690 108,889 111,904 Amortization of deferred financing costs 3,496 3,196 3,126 Gain on sale of assets — — ( 3,156 ) Loss on early extinguishment of debt — — 222 Equity in earnings of unconsolidated joint ventures ( 11,289 ) ( 8,240 ) ( 8,594 ) Equity-based compensation expense 11,989 12,511 12,969 Amortization of debt discounts, net 747 622 509 Amortization of market rent rate adjustments, net 528 646 1,417 Straight-line rent adjustments ( 607 ) 2,229 1,689 Distributions of cumulative earnings from unconsolidated joint ventures 8,720 8,377 8,711 Other non-cash 648 599 ( 2,418 ) Changes in other assets and liabilities: Other assets 1,860 3,320 594 Accounts payable and accrued expenses 3,050 ( 6,516 ) 1,146 Net cash provided by operating activities 260,592 229,515 213,950 Investing activities Additions to rental property ( 100,437 ) ( 188,196 ) ( 77,310 ) Additions to investments in unconsolidated joint ventures — ( 2,580 ) ( 313 ) Net proceeds on sale of assets — — 12,400 Proceeds on sale of non-real estate assets — — 14,610 Acquisition of real estate assets ( 76,133 ) ( 259,689 ) — Additions to short-term investments — ( 7,679 ) ( 52,450 ) 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 Additions to non-real estate assets ( 7,606 ) ( 10,773 ) ( 7,442 ) Additions to deferred lease costs ( 2,766 ) ( 3,101 ) ( 2,570 ) Payments for other investing activities ( 10,078 ) ( 2,181 ) ( 7,288 ) Proceeds from other investing activities 6,060 6,512 9,509 Net cash used in investing activities ( 178,007 ) ( 409,561 ) ( 98,817 ) Financing activities Cash distributions paid ( 125,347 ) ( 108,366 ) ( 88,033 ) Proceeds from revolving credit facility 262,000 83,000 — Repayments of revolving credit facility ( 275,000 ) ( 70,000 ) — Proceeds from notes, mortgages and loans — — 36,556 Repayments of notes, mortgages and loans ( 5,130 ) ( 4,773 ) ( 4,440 ) Employee income taxes paid related to shares withheld upon vesting of equity awards ( 12,030 ) ( 7,290 ) ( 3,924 ) Distributions to noncontrolling interests in other consolidated partnerships — ( 248 ) — Additions to deferred financing costs ( 6,876 ) ( 131 ) ( 3,262 ) Proceeds from exercise of options 1,313 1,236 88 Proceeds from the Company’s common share offering 113,803 88,442 — Contributions from noncontrolling interests in other consolidated partnerships 80 — — Payment for other financing activities ( 1,148 ) ( 1,148 ) ( 1,148 ) Net cash used in financing activities ( 48,335 ) ( 19,278 ) ( 64,163 ) Effect of foreign currency rate changes on cash and cash equivalents ( 122 ) ( 115 ) ( 111 ) Net increase in cash, cash equivalents and restricted cash 34,128 ( 199,439 ) 50,859 Cash and cash equivalents, beginning of year 12,572 212,011 161,152 Cash and cash equivalents, end of year $ 46,700 $ 12,572 $ 212,011 The accompanying notes are an integral part of these consolidated financial statements. F-18 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF TANGER INC. AND TANGER PROPERTIES LIMITED PARTNERSHIP 1. Organization of the Company Tanger Inc. and its subsidiaries, which we refer to as the Company, is one of the leading owners and operators of outlet and open-air shopping centers in the United States and Canada. 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, 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. These centers were 98 % occupied and contained over 2,500 stores, representing approximately 600 store brands. We also had partial ownership interests in 6 unconsolidated centers totaling approximately 2.1 million square feet, including 2 centers in Canada. The portfolio also includes two managed centers. Each of our centers, except one joint venture center, features the Tanger brand name. Our centers and other assets are held by, and all of our operations are conducted by the Operating Partnership. Accordingly, the descriptions of our business, employees and assets are also descriptions of the business, employees and assets of the Operating Partnership. Unless the context indicates otherwise, the term “Company” refers to Tanger Inc. and subsidiaries and the term “Operating Partnership” refers to Tanger Properties Limited Partnership and subsidiaries. The terms “we”, “our” and “us” refer to the Company or the Company and the Operating Partnership together, as the text requires. On November 16, 2023, we changed our legal name from Tanger Factory Outlet Centers, Inc. to Tanger Inc. We refer to Tanger Inc.’s current legal name throughout this Annual Report on Form 10-K. In November 2021, the Company was admitted as the sole General Partner of the Operating Partnership. Prior to this administrative change, the Company owned the majority of the units of partnership interest issued by the Operating Partnership through its two wholly-owned subsidiaries, Tanger GP Trust and Tanger LP Trust. Tanger GP Trust controlled the Operating Partnership as its sole general partner and Tanger LP Trust held a limited partnership interest therein. Following the aforementioned change to the ownership structure, the Company has replaced Tanger GP Trust as the sole general partner of the Operating Partnership and Tanger LP Trust retains its limited partnership interest in the Operating Partnership. The Company, including its wholly-owned subsidiary, Tanger LP Trust, owns the majority of the units of partnership interest issued by the Operating Partnership. As of December 31, 2024, the Company and its wholly owned subsidiaries owned 112,738,633 units of the Operating Partnership and other limited partners (the "Non-Company LPs") collectively owned 4,707,958 Class A common limited partnership units. Each Class A common limited partnership unit held by the Non-Company LPs is exchangeable for one of the Company's common shares, subject to certain limitations to preserve the Company's status as a REIT for U.S. federal income tax purposes. Class B common limited partnership units, which are held by Tanger LP Trust, are not exchangeable for common shares of the Company. 2. Summary of Significant Accounting Policies Principles of Consolidation - The consolidated financial statements of the Company include its accounts and its consolidated subsidiaries, as well as the Operating Partnership and its consolidated subsidiaries. The consolidated financial statements of the Operating Partnership include its accounts and its consolidated subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. The Company currently consolidates the Operating Partnership because it has (1) the power to direct the activities of the Operating Partnership that most significantly impact the Operating Partnership’s economic performance and (2) the obligation to absorb losses and the right to receive the residual returns of the Operating Partnership that could be potentially significant. F-19 We consolidate properties that are wholly-owned or properties where we own less than 100% but control such properties. Control is determined using an evaluation based on accounting standards related to the consolidation of voting interest entities and variable interest entities ("VIE"). For joint ventures that are determined to be a VIE, we consolidate the entity where we are deemed to be the primary beneficiary. Determination of the primary beneficiary is based on whether an entity has (1) the power to direct the activities of the VIE that most significantly impact the entity's economic performance, and (2) the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE. Our determination of the primary beneficiary considers various factors including the form of our ownership interest, our representation in an entity's governance, the size of our investment, our ability to participate in policy making decisions and the rights of the other investors to participate in the decision making process to replace us as manager and or liquidate the venture, if applicable. As of December 31, 2024, we did not have a joint venture that was a VIE. Investments in real estate joint ventures that we do not control but may exercise significant influence on are accounted for using the equity method of accounting. These investments are recorded initially at cost and subsequently adjusted for our equity in the venture's net income or loss, cash contributions, distributions and other adjustments required under the equity method of accounting. For certain of these investments, we record our equity in the venture's net income or loss under the hypothetical liquidation at book value (“HLBV”) method of accounting due to the structures and the preferences we receive on the distributions from our joint ventures pursuant to the respective joint venture agreements. Under this method, we recognize income and loss in each period based on the change in liquidation proceeds we would receive from a hypothetical liquidation of our investment based on depreciated book value. Therefore, income or loss may be allocated disproportionately as compared to the ownership percentages due to specified preferred return rate thresholds and may be more or less than actual cash distributions received and more or less than what we may receive in the event of an actual liquidation. In the event a basis difference is created between our underlying interest in the venture’s net assets and our initial investment, we amortize such amount over the estimated life of the venture as a component of equity in earnings of unconsolidated joint ventures. We separately report investments in joint ventures for which accumulated distributions have exceeded investments in, and our share of net income or loss of, the joint ventures within other liabilities in the consolidated balance sheets because we are committed and intend to provide further financial support to these joint ventures. The carrying amount of our investments in the Charlotte, Columbus, Galveston/Houston and National Harbor joint ventures are less than zero because of financing or operating distributions that were greater than net income, as net income includes non-cash charges for depreciation and amortization. Noncontrolling interests - In the Company's consolidated financial statements, the “Noncontrolling interests in the Operating Partnership” reflects the Non-Company LP's percentage ownership of the Operating Partnership's units. "Noncontrolling interests in other consolidated partnerships" consist of outside equity interests in partnerships or joint ventures not wholly-owned by the Company or the Operating Partnership that are consolidated with the financial results of the Company and Operating Partnership because the Operating Partnership exercises control over the entities that own the properties. Noncontrolling interests are initially recorded in the consolidated balance sheets at fair value based upon purchase price allocations. Income or losses are allocated to the noncontrolling interests based on the allocation provisions within the partnership or joint venture agreements. Use of Estimates - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Estimates are used in the calculations of impairment losses, costs capitalized to originate operating leases, costs incurred for the construction and development of properties, and the values of deferred lease costs and other intangibles related to the acquisition of properties. Actual results could differ from those estimates. F-20 Rental Properties - Rental properties are recorded at cost less accumulated depreciation. Buildings, improvements and fixtures consist primarily of permanent buildings and improvements made to land such as infrastructure and costs incurred in providing rental space to tenants. The pre-construction stage of project development involves certain costs to secure land control and zoning and complete other initial tasks essential to the development of the project. These costs are transferred from other assets to construction in progress when the pre-construction tasks are completed. Costs of unsuccessful pre-construction efforts are expensed when the project is no longer probable and, if significant, are recorded as abandoned pre-development costs in the consolidated statement of operations. We also capitalize other costs incurred for the construction and development of properties, including interest, real estate taxes and payroll and related costs associated with employees directly involved. Capitalization of costs commences at the time the development of the property becomes probable and ceases when the property is substantially completed and ready for its intended use. We consider a construction project as substantially completed and ready for its intended use upon the completion of tenant improvements. We cease capitalization on the portion that is substantially completed and occupied or held available for occupancy, and capitalize only those costs associated with the portion under construction. The amount of payroll and related costs capitalized for the construction and development of properties is based on our estimate of the amount of costs directly related to the construction or development of these assets. Interest costs are capitalized during periods of active construction for qualified expenditures based upon interest rates in place during the construction period until construction is substantially complete. This includes interest incurred on funds invested in or advanced to unconsolidated joint ventures for qualifying development activities until placed in service. Payroll and related costs and interest costs capitalized for the years ended December 31, 2024, 2023 and 2022 were as follows (in thousands): 2024 2023 2022 Payroll and related costs capitalized $ 3,497 $ 3,843 $ 2,924 Interest costs capitalized $ 602 $ 2,509 $ 862 Depreciation is computed on the straight-line basis over the estimated useful lives of the assets. We generally use estimated lives of 33 years for buildings and improvements, 15 years for land improvements and 7 years for equipment. Tenant finishing allowances are amortized over the life of the associated lease. Capitalized interest costs are amortized over lives which are consistent with the constructed assets. Expenditures for ordinary maintenance and repairs are charged to operations as incurred while significant renovations and improvements which improve and/or extend the useful life of the asset are capitalized and depreciated over their estimated useful life. In accordance with our policy, we review the estimated useful lives of our fixed assets on an ongoing basis. During the year ended 2022, this review indicated that the actual lives of our solar assets were shorter than the estimated useful lives used for depreciation purposes in the our financial statements. As a result, we changed our useful lives of our solar assets to better reflect the estimated periods during which these assets will remain in service. The estimated useful lives of these assets that previously averaged 20 years were decreased to an average of ten years . The effect of this change in estimate was to increase 2022 depreciation expense by $4.4 million, decrease net income by $4.4 million, and decrease basic and diluted earnings per share by $ 0.04 . Depreciation expense related to rental property included in net income for each of the years ended December 31, 2024, 2023 and 2022 was as follows (in thousands): 2024 2023 2022 Depreciation expense related to rental property $ 117,851 $ 97,636 $ 97,916 F-21 We allocate the purchase price of asset acquisitions based on the fair value of land, building, tenant improvements, debt and deferred lease costs and other intangibles, such as the value of leases with above or below market rents, origination costs associated with the in-place leases, the value of in-place leases and tenant relationships, if any. We depreciate the amount allocated to building, deferred lease costs and other intangible assets over their estimated useful lives, which range up to 33 years. The values of the above and below market leases are amortized and recorded as either an increase (in the case of below market leases) or a decrease (in the case of above market leases) to rental income over the remaining term of the associated lease. The values of below market leases that are considered to have renewal periods with below market rents are amortized over the remaining term of the associated lease plus the renewal periods when the renewal is deemed probable to occur. The value associated with in-place leases is amortized over the remaining lease term and tenant relationships are amortized over the expected term, which includes an estimated probability of the lease renewal. If a tenant terminates its lease prior to the contractual termination of the lease and no rental payments are being made on the lease, any unamortized balance of the related intangibles is written off. The tenant improvements and origination costs are amortized as an expense over the remaining life of the lease (or charged against earnings if the lease is terminated prior to its contractual expiration date). We assess fair value based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information. These cash flow projections may be derived from various observable and unobservable inputs and assumptions. Also, we may utilize third-party valuation specialists. As a part of acquisition accounting, the amount by which the fair value of our previously held equity method investment exceeds the carrying book value is recorded as a gain on previously held interest in acquired joint venture. Cash and Cash Equivalents - All highly liquid investments with an original maturity of three months or less at the date of purchase are considered to be cash equivalents. Cash balances at a limited number of banks may periodically exceed insurable amounts. We believe that we mitigate our risk by investing in or through major financial institutions. Short-term Investments - Investments with an original maturity of greater than three months and less than one year from the date of purchase are considered short-term investments and are stated at fair value. 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. Deferred lease costs capitalized, including amounts paid to third-party brokers and internal leasing costs for the years ended December 31, 2024, 2023 and 2022 were as follows (in thousands): 2024 2023 2022 Deferred lease costs capitalized- payroll and related costs $ 1,036 $ 1,696 $ 1,338 Total deferred lease costs capitalized $ 2,766 $ 3,101 $ 2,570 Deferred financing costs - Deferred financing costs include fees and costs incurred to obtain long-term financing and are amortized over the terms of the respective loans on a straight-line basis, which approximates the effective interest method. Deferred financing costs are presented in the accompanying consolidated balance sheets as a direct deduction of the carrying amount of the related debt liability, except those incurred under a revolving-debt arrangement, which are presented as a component of other assets. Upon repayment, or in conjunction with a material change in the terms of the underlying debt agreement, remaining unamortized costs are written off as a component of net interest expense. Amortization of deferred financing costs is included as a component of net interest expense. See Note 9. Captive Insurance - We have a wholly-owned captive insurance company that is responsible for losses up to certain deductible levels per occurrence for property damage (including wind damage from hurricanes) prior to third-party insurance coverage. Insurance losses are reflected in property operating expenses and include estimates of costs incurred, both reported and unreported. F-22 Impairment of Long-Lived Assets - Rental property held and used by us is reviewed for impairment in the event that facts and circumstances indicate the carrying amount of an asset may not be recoverable. In such an event, we compare the estimated future undiscounted cash flows associated with the asset to the asset's carrying amount, and if less than such carrying amount, recognize an impairment loss in an amount by which the carrying amount exceeds its fair value. The cash flow estimates used both for determining recoverability and estimating fair value are inherently judgmental and reflect current and projected trends in rental, occupancy, capitalization, and discount rates, and estimated holding periods for the applicable assets. The estimated fair value is based primarily on the income approach. The income approach involves discounting the estimated income stream and reversion (presumed sale) value of a property over an estimated holding period to a present value at a risk-adjusted rate. Discount rates and terminal capitalization rates utilized in this approach are derived from property-specific information, market transactions and other financial and industry data. 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. We can provide no assurance that material impairment charges with respect to our properties will not occur in future periods. Rental Properties Held For Sale - Rental properties designated as held for sale are stated at the lower of their carrying value or their fair value less costs to sell. We classify rental property as held for sale when our Board of Directors (the "Board") approves the sale of the assets and it meets the requirements of current accounting guidance. Subsequent to this classification, no further depreciation is recorded on the assets. Impairment of Joint Venture Investments - On a periodic basis or if circumstances exist, we assess whether there are any indicators that the value of our investments in unconsolidated joint ventures may be impaired. An investment is impaired only if management's estimate of the value of the investment is less than the carrying value of the investments, and such decline in value is deemed to be other than temporary. To the extent an other than temporary impairment has occurred, the loss shall be measured as the excess of the carrying amount of the investment over the value of the investment. Our estimates of value for each joint venture investment are based on a number of assumptions that are subject to economic and market uncertainties including, among others, estimated hold period, demand for space, competition for tenants, discount and capitalization rates, changes in market rental rates and operating costs of the property. As these factors are difficult to predict and are subject to future events that may alter our assumptions, the values estimated by us in our impairment analysis may not be realized. Sales of Real Estate - For sales of real estate where we have consideration to which we are entitled in exchange for transferring the real estate, the related assets and liabilities are removed from the balance sheet and the resultant gain or loss is recorded in the period the transaction closes. Any post sale involvement is accounted for as separate performance obligations and when the separate performance obligations are satisfied, the sales price allocated to each is recognized. For transactions that do not meet the criteria for a sale, we evaluate the nature of the continuing involvement, including put and call provisions, if present, and account for the transaction as a financing arrangement, profit-sharing arrangement, leasing arrangement or other alternate method of accounting, rather than as a sale, based on the nature and extent of the continuing involvement. Some transactions may have numerous forms of continuing involvement. In those cases, we determine which method is most appropriate based on the substance of the transaction. F-23 Discontinued Operations - Properties that are sold or classified as held for sale are classified as discontinued operations provided that the disposal represents a strategic shift that has (or will have) a major effect on our operations and financial results (e.g., a disposal of a major geographical area, a major line of business, a major equity method investment or other major parts of an entity). Derivatives - We selectively enter into interest rate protection agreements to mitigate the impact of changes in interest rates on our variable rate borrowings. The notional amounts of such agreements are used to measure the interest to be paid or received and do not represent the amount of exposure to loss. None of these agreements are used for speculative or trading purposes. We recognize all derivatives as either assets or liabilities in the consolidated balance sheets and measure those instruments at their fair value. We formally document our derivative transactions, including identifying the hedge instruments and hedged items, as well as our risk management objectives and strategies for entering into the hedge transaction. Income Taxes - We operate in a manner intended to enable the Company to qualify as a REIT under the Internal Revenue Code. A REIT which distributes at least 90% of its taxable income to its shareholders each year and which meets certain other conditions is not taxed on that portion of its taxable income which is distributed to its shareholders. We intend to continue to qualify as a REIT and to distribute substantially all of the Company's taxable income to its shareholders. Accordingly, no provision has been made in the Company's consolidated financial statements for U.S. federal income taxes. As a partnership, the allocated share of income or loss for the year with respect to the Operating Partnership is included in the income tax returns for the partners; accordingly, no provision has been made for U.S. federal income taxes in the Operating Partnership's consolidated financial statements. In addition, we continue to evaluate uncertain tax positions. The tax years 2021 through 2023 remain open to examination by the major tax jurisdictions to which we are subject. With regard to the Company's unconsolidated Canadian joint ventures, deferred tax assets result principally from depreciation deducted under GAAP that exceed capital cost allowances claimed under Canadian tax rules. A valuation allowance is provided if we believe all or some portion of the deferred tax asset may not be realized. We have determined that a full valuation allowance is required as we believe it is not probable that the deferred tax assets will be realized. For income tax purposes, distributions paid to the Company's common shareholders consist of ordinary income, capital gains, return of capital or a combination thereof. Dividends per share for the years ended December 31, 2024, 2023 and 2022 were taxable as follows: Common dividends per share: 2024 2023 2022 Ordinary income $ 1.0773 $ 0.8464 $ 0.8025 Capital gain 0.0077 0.1236 — Return of capital — — — $ 1.0850 $ 0.9700 $ 0.8025 F-24 The following reconciles net income available to the Company's shareholders to taxable income (loss) available to common shareholders for the years ended December 31, 2024, 2023 and 2022 (in thousands): 2024 2023 2022 Net income available to the Company's shareholders $ 98,595 $ 99,151 $ 82,063 Book/tax difference on: Depreciation and amortization 22,825 ( 13,386 ) 3,688 Sale of assets and interests in unconsolidated entities ( 5,649 ) ( 3,236 ) 5,328 Equity in earnings from unconsolidated joint ventures 212 2,668 12,511 Share-based payment compensation 112 4,655 11,822 Other differences 6,145 6,239 1,851 Taxable income (loss) available to common shareholders $ 122,240 $ 96,091 $ 117,263 Revenue Recognition - As a lessor, substantially all of our revenues are earned from arrangements that are within the scope of ASC 842. We utilized the practical expedient in Accounting Standards Update ("ASU") 2018-11 to 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. Base rentals are recognized on a straight-line basis over the term of the lease. Tenant expense reimbursements are recognized in the period the applicable expenses are incurred. As a result of combining all components of a lease, all fixed contractual payments, including consideration received from certain executory costs, are now recognized on a straight-line basis. Straight-line rent adjustments are recorded as a receivable in other assets on the consolidated balance sheets. Common area maintenance expense reimbursements are based on the tenant's proportionate share of the allocable operating expenses for the property. As a provision of a tenant lease, if we make a cash payment to the tenant for purposes other than funding the construction of landlord assets, we defer the amount of such payments as a lease incentive. We amortize lease incentives as a reduction of base rental revenue over the term of the lease. The majority of our leases contain provisions that provide additional rents based on tenants' sales volume (“percentage rentals”) and reimbursement of the tenants' share of advertising and promotion, common area maintenance, insurance and real estate tax expenses. Percentage rentals are recognized when specified targets that trigger the contingent rent are met. Payments received from the early termination of leases are recognized as revenue from the time the payment is receivable until the tenant vacates the space. The values of the above and below market leases are amortized and recorded as either an increase (in the case of below market leases) or a decrease (in the case of above market leases) to rental income over the remaining term of the associated lease. If a tenant terminates its lease prior to the original contractual termination of the lease and no rental payments are being made on the lease, any unamortized balance of the related above or below market lease value will be written off. We receive development, leasing, loan guarantee, management and marketing fees from third parties and unconsolidated affiliates for services provided to properties held in joint ventures and managed properties. Development and leasing fees received from unconsolidated affiliates are recognized as revenue when earned to the extent of the third party partners' ownership interest. Development and leasing fees earned to the extent of our ownership interest are recorded as a reduction to our investment in the unconsolidated affiliate. Loan guarantee fees are recognized over the term of the guarantee. Management fees and marketing fees are recognized as revenue when earned. Fees recognized from these activities are shown as management, leasing and other services in our consolidated statements of operations. Our share of fees received from consolidated joint ventures are eliminated in consolidation. 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 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. F-25 Individual leases are assessed for collectability and upon the determination that the collection of rents is not probable, accrued rent and accounts receivable are written off as an adjustment to rental revenue. Revenue from leases where collection is deemed to be less than probable is recorded on a cash basis until collectability is determined to be probable. Further, we assess whether operating lease receivables, at a portfolio level, are appropriately valued based upon an analysis of balances outstanding, historical bad debt levels and current economic trends including discussions with tenants for potential lease amendments. Our estimate of the collectability of accrued rents and accounts receivable is based on the best information available to us at the time of preparing the financial statements. Concentration of Credit Risk - We perform ongoing credit evaluations of our tenants. Although the tenants operate principally in the retail industry, the properties are geographically diverse. No single tenant accounted for 10% or more of combined base and percentage rental revenues or gross leasable area during 2024, 2023 or 2022. Supplemental Cash Flow Information - We purchase capital equipment and incur costs relating to construction of new facilities, including tenant finishing allowances. Expenditures included in accounts payable and accrued expenses were as follows for the years ended December 31, 2024, 2023 and 2022 (in thousands): 2024 2023 2022 Costs relating to construction included in accounts payable and accrued expenses $ 13,334 $ 29,193 $ 20,084 Interest paid, net of interest capitalized was as follows for the years ended December 31, 2024, 2023 and 2022 (in thousands): 2024 2023 2022 Interest paid, net of interest capitalized $ 54,583 $ 46,923 $ 40,839 Accounting for Equity-Based Compensation - We have a shareholder approved equity-based compensation plan, the Incentive Award Plan of Tanger Inc. and Tanger Properties Limited Partnership (Amended and Restated as of May 19, 2023) (the "Plan"), which covers our independent directors, officers and our employees. We may issue non-qualified options and other equity-based awards under the Plan. We account for our equity-based compensation plan under the fair value provisions of the relevant accounting guidance and we estimate expected forfeitures in determining compensation cost. Foreign Currency Translation - We entered into a co-ownership agreement with RioCan Real Estate Investment Trust to develop and acquire centers in Canada for which the functional currency is the local currency. The assets and liabilities related to our investments in Canada are translated from their functional currency into U.S. Dollars at the rate of exchange in effect on the balance sheet date. Income statement accounts are translated using the average exchange rate for the period. Our share of unrealized gains and losses resulting from the translation of these financial statements are reflected in equity as a component of accumulated other comprehensive income (loss) in the consolidated balance sheets. F-26 Recently issued accounting standards On August 22, 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-05, an update to ASC Topic 805, Business Combinations. ASU 2023-05 clarifies existing guidance by requiring a joint venture to recognize and initially measure assets contributed and liabilities assumed at fair value, upon its formation. These amendments are effective prospectively for all joint venture formations with a formation date on or after January 1, 2025, with early adoption permitted. We are evaluating the impact of ASU 2023-05 on our consolidated financial statements. We will apply the provisions of ASU 2023-05 to new joint ventures, as applicable, but do not believe the adoption of ASU 2023-05 will have a material impact on our consolidated financial statements. In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires, among other updates, enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker. 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. We have incorporated the requirements in Footnote 20. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 updates income tax disclosures related to the rate reconciliation and requires disclosure of income taxes paid by jurisdiction. The ASU also makes several other changes to income tax disclosure requirements. The guidance is effective for fiscal years beginning after December 15, 2024. The guidance should be applied prospectively; however, retrospective application is permitted. Early adoption is permitted. We are evaluating the impact of this guidance on our consolidated financial statements and related disclosures. F-27 3. 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: Fair value (in thousands) Weighted-Average Amortization Period (in years) Land $ 6,244 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. F-28 2023 Acquisitions 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. At closing, we received a $ 5.4 million credit for unpaid tenant allowances. We accounted for the transaction as an asset acquisition and additionally capitalized approximately $ 1.3 million 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: Fair value (in thousands) Weighted-Average Amortization Period (in years) Land $ 28,524 Buildings, improvements and fixtures 202,276 31.3 Deferred lease costs and other intangibles: Above market lease value 6,992 3.6 Below market lease value ( 6,433 ) 3.3 Lease in place value 26,438 3.6 Lease and legal costs 7,259 3.8 Total deferred lease costs and other intangibles, net 34,256 Total fair value of assets acquired $ 265,056 There was no contingent consideration associated with these acquisitions. 4. Development of Consolidated Rental Properties 2023 Developments 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. 5. Disposition of Properties The following table sets forth the property sold during the years ended 2024, 2023 and 2022 (in thousands). Property Locations Date Sold Square Feet Net Sales Proceeds Gain on Sale 2022 Dispositions: (1) Blowing Rock Blowing Rock, North Carolina December 2022 104 $ 12,400 $ 3,156 (1) The rental property sold did not meet the criteria to be reported as discontinued operations. F-29 6. Investments in Unconsolidated Real Estate Joint Ventures The equity method of accounting is used to account for each of the individual joint ventures. We have an ownership interest in the following unconsolidated real estate joint ventures: As of December 31, 2024 Joint Venture Center Locations Ownership % Square Feet (in 000's) Carrying Value of Investment (in millions) Total Joint Venture Debt, Net (in millions) (1) Investments included in investments in unconsolidated joint ventures: RioCan Canada Ontario, Canada 50.0 % 665 $ 65.7 $ — Investments included in other liabilities: Charlotte (2) Charlotte, NC 50.0 % 399 $ ( 21.3 ) $ 97.6 National Harbor (2) National Harbor, MD 50.0 % 341 ( 11.1 ) 91.8 Galveston/Houston (2) Texas City, TX 50.0 % 353 ( 13.3 ) 57.4 Columbus Columbus, OH 50.0 % 355 ( 5.0 ) 70.4 $ ( 50.7 ) $ 317.2 As of December 31, 2023 Joint Venture Center Locations Ownership % Square Feet (in 000's) Carrying Value of Investment (in millions) Total Joint Venture Debt, Net (in millions) (1) Investments included in investments in unconsolidated joint ventures: RioCan Canada Ontario, Canada 50.0 % 655 $ 71.9 $ — Investments included in other liabilities: Charlotte (2) Charlotte, NC 50.0 % 399 $ ( 20.8 ) $ 99.2 National Harbor (2) National Harbor, MD 50.0 % 341 ( 13.7 ) 93.3 Galveston/Houston (2) Texas City, TX 50.0 % 353 ( 13.0 ) 57.1 Columbus Columbus, OH 50.0 % 355 ( 3.4 ) 70.4 $ ( 50.9 ) $ 320.0 (1) Net of debt origination costs of $ 1.6 million and $ 2.1 million as of December 31, 2024 and 2023, respectively. (2) We separately report investments in joint ventures for which accumulated distributions have exceeded investments in and our share of net income or loss of the joint ventures within other liabilities in the consolidated balance sheets because we are committed and intend to provide further financial support to these joint ventures. The negative carrying value is due to the distributions of proceeds from mortgage loans and quarterly distributions of excess cash flow exceeding the original contributions from the partners and equity in earnings of the joint ventures. Fees we received for various services provided to our unconsolidated joint ventures were recognized in management, leasing and other services as follows (in thousands): Year Ended December 31, 2024 2023 2022 Fees: Management and marketing $ 2,344 $ 2,196 $ 2,207 Leasing and other fees 335 330 194 Expense reimbursements from unconsolidated joint ventures 5,060 4,881 4,432 Total Fees $ 7,739 $ 7,407 $ 6,833 F-30 Our investments in real estate joint ventures are reduced by the percentage of the profits earned for leasing and development services associated with our ownership interest in each joint venture. 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 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. Charlotte 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. In June 2018, the joint venture closed on a $ 100.0 million mortgage loan with a fixed interest rate of approximately 4.3 % and a maturity date of July 2028. The proceeds from the loan were used to pay off the existing $ 90.0 million mortgage loan with an interest rate of LIBOR + 1.45 %, which had an original maturity date of November 2018. The joint venture distributed the incremental net loan proceeds of $ 9.3 million equally to its partners. Our partner provides property management, marketing and leasing services to the joint venture. Columbus In June 2016, we opened an approximately 355,000 square foot center in Columbus, Ohio. The development was initially fully funded with equity contributed to the joint venture by the Company and its partner. In September 2022, the joint venture refinanced its mortgage. The $ 71.0 million non-recourse loan has a maturity date of October 2032 and a fixed interest rate of 6.25 %. We provide property management, marketing and leasing services to the joint venture. Galveston/Houston In October 2012, we opened an approximately 353,000 square foot center in Texas City, Texas that was developed through, and is owned by, a joint venture formed in June 2011. In February 2021, the Galveston/Houston joint venture amended its mortgage loan to extend the maturity date to June 2023, which required a reduction in principal balance from $ 80.0 million to $ 64.5 million . The amendment also changed the interest rate from LIBOR + 1.65 % to LIBOR + 1.85 % . Each partner made a capital contribution of $ 7.0 million to fund the reduction in principal balance. In June 2023, the joint venture completed the refinance of its mortgage, resulting in a reduction in principal balance from $ 64.5 million to $ 58.0 million. The new loan has a maturity date of June 2026 and an interest rate of Daily SOFR + 3.00 %. In conjunction with this refinancing, the joint venture entered into a $ 29.0 million interest rate swap agreement that fixes Daily SOFR at 4.44 % until December 2025. We provide property management, marketing and leasing services to the joint venture. National Harbor In November 2013, we opened an approximately 341,000 square foot center at National Harbor in the Washington, D.C. Metro area that was developed through, and is owned by, a joint venture formed in May 2011. In December 2018, the joint venture closed on a $ 95.0 million mortgage loan with a fixed interest rate of approximately 4.6 % and a maturity date of January 2030. The proceeds from the loan were used to pay off the $ 87.0 million construction loan with an interest rate of LIBOR + 1.65 %, which had an original maturity date of November 2019. The joint venture distributed the incremental net loan proceeds of $ 7.4 million equally to its partners. We provide property management, marketing and leasing services to the joint venture. F-31 RioCan Canada We have a 50 /50 co-ownership agreement with RioCan Real Estate Investment Trust to operate and manage centers in Canada. We provide leasing and marketing services for the centers and RioCan provides development and property management services. In October 2014, the co-owners opened Tanger Outlets Ottawa, the first ground up development of a Tanger Center in Canada. In 2016, the co-owners commenced construction on an approximately 39,000 square foot expansion, which opened during the second quarter of 2017 to bring the total square feet of the center to approximately 357,000 . In November 2020, the RioCan joint venture closed on the sale of an outparcel located at Tanger Outlets Ottawa for net proceeds of approximately $ 5.5 million, at a gain of approximately $ 2.0 million. Our share of the net proceeds was approximately $ 2.8 million, and our share of the gain was approximately $ 1.0 million. In addition, the RioCan Canada co-owners own Tanger Outlets Cookstown, which is approximately 308,000 square feet. F-32 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): Condensed Combined Balance Sheets - Unconsolidated Joint Ventures 2024 2023 Assets Land $ 79,920 $ 82,962 Buildings, improvements and fixtures 459,148 466,496 Construction in progress 1,051 223 540,119 549,681 Accumulated depreciation ( 214,826 ) ( 203,395 ) Total rental property, net 325,293 346,286 Cash and cash equivalents 17,480 14,040 Deferred lease costs, net 1,841 2,637 Prepaids and other assets 10,137 11,616 Total assets $ 354,751 $ 374,579 Liabilities and Owners' Equity Mortgages payable, net $ 317,191 $ 319,957 Accounts payable and other liabilities 14,670 16,013 Total liabilities 331,861 335,970 Owners' equity 22,890 38,609 Total liabilities and owners' equity $ 354,751 $ 374,579 Condensed Combined Statements of Operations- Unconsolidated Joint Ventures: Year Ended December 31, 2024 2023 2022 Revenues $ 94,251 $ 90,616 $ 87,709 Expenses: Property operating 35,475 35,212 34,297 General and administrative 67 334 257 Depreciation and amortization 18,512 20,728 21,749 Total expenses 54,054 56,274 56,303 Other income (expense): Interest expense ( 18,214 ) ( 18,107 ) ( 14,174 ) Other non-operating income 764 549 230 Total other income (expense) $ ( 17,450 ) $ ( 17,558 ) $ ( 13,944 ) Net income $ 22,747 $ 16,784 $ 17,462 The Company and Operating Partnership's share of: Net income $ 11,289 $ 8,240 $ 8,594 Depreciation, amortization and asset impairments (real estate related) $ 9,334 $ 10,514 $ 11,018 F-33 7. Deferred Charges Deferred lease costs and other intangibles, net as of December 31, 2024 and 2023, consist of the following (in thousands): 2024 2023 Deferred lease costs $ 101,562 $ 98,933 Intangible assets: Above market leases 44,863 41,535 Lease in place value 79,737 74,486 Tenant relationships 28,468 29,623 Other intangibles 41,394 40,458 296,024 285,035 Accumulated amortization ( 210,996 ) ( 193,766 ) Deferred lease costs and other intangibles, net $ 85,028 $ 91,269 Below market lease intangibles, net of accumulated amortization, included in other liabilities on the consolidated balance sheets as of December 31, 2024 and 2023 were $ 19.1 million and $ 18.1 million, respectively. 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, 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): Year Above/(Below) Market Leases, Net (1) Lease Cost Intangibles (2) 2025 $ ( 356 ) $ 13,831 2026 ( 340 ) 9,937 2027 ( 294 ) 7,183 2028 ( 445 ) 4,591 2029 ( 495 ) 3,521 Total $ ( 1,930 ) $ 39,063 (1) These net amounts are recorded as a reduction (increase) of base rentals. (2) These amounts are recorded as an increase in depreciation and amortization. F-34 8. Debt of the Company All of the Company's debt is held by the Operating Partnership and its consolidated subsidiaries. The Company guarantees the Operating Partnership's obligations with respect to its unsecured lines of credit which have a total borrowing capacity of $ 620.0 million as of the date of this Annual Report. The Company also guarantees the Operating Partnership's unsecured term loan. The Operating Partnership had the following amounts outstanding on the debt guaranteed by the Company as of December 31, 2024 and 2023 (in thousands): 2024 2023 Unsecured lines of credit $ — $ 13,000 Unsecured term loan $ 325,000 $ 325,000 9. Debt of the Operating Partnership The debt of the Operating Partnership as of December 31, 2024 and 2023 consisted of the following (in thousands): 2024 2023 Stated Interest Rate(s) Maturity Date Maturity Date With Extension Option Principal Book Value (1) Principal Book Value (1) Senior, unsecured notes: Senior notes 3.125 % September 2026 $ 350,000 $ 349,045 $ 350,000 $ 348,467 Senior notes 3.875 % July 2027 300,000 298,956 300,000 298,546 Senior notes 2.750 % September 2031 400,000 393,710 400,000 392,827 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) 6.440 % 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, 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. (2) The effective interest rate assigned during the purchase price allocation to the Atlantic City mortgages assumed during the acquisition in 2011 was 5.05 %. (3) Principal and interest due monthly with remaining principal due at maturity. Certain of our properties, which had a net book value of approximately $ 65.5 million at December 31, 2024, serve as collateral for mortgages payable. As of December 31, 2024, we maintained unsecured lines of credit that provided for borrowings of up to $ 620.0 million. The unsecured lines of credit as of December 31, 2024 included a $ 20.0 million liquidity line and a $ 600.0 million syndicated line. As of December 31, 2024, the syndicated line may be increased up to $ 1.2 billion through an accordion feature in certain circumstances. The unsecured lines of credit and senior unsecured notes include covenants that require the maintenance of certain ratios, including debt service coverage and leverage, and limit the payment of dividends such that dividends and distributions will not exceed FFO, as defined in the agreements, for the prior fiscal year on an annual basis or 95 % of FFO on a cumulative basis. As of December 31, 2024, we believe we were in compliance with all of our debt covenants. F-35 In May 2023, Fitch Ratings assigned a first-time ‘BBB’ long-term issuer default rating to the Company and the Operating Partnership, along with a Stable rating outlook. Fitch also assigned a ‘BBB’ rating to Operating Partnership’s senior unsecured debt, which includes our lines of credit, a term loan and senior notes. As a result, the applicable pricing margin on each of our unsecured lines of credit and our term loan was reduced by 25 basis points (including a 5 basis point reduction in the facility fee on the unsecured lines of credit). 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 In October 2022, the Southaven, Mississippi joint venture amended and restated its secured term loan, increasing the outstanding balance to $ 51.7 million from $ 40.1 million, extending the maturity date from April 2023 to October 2026 plus a one year extension option, with an interest rate of Adjusted SOFR + 2.00 %. Unsecured Term Loan In October 2022, we amended and restated our unsecured term loan. The outstanding balance was increased from $ 300.0 million to $ 325.0 million and the maturity date was extended to January 2027 plus a one-year extension option. The interest rate changed from LIBOR + 1.25 % to Adjusted SOFR + 1.20 % based on our credit rating at that time. The amendment also incorporates a sustainability metric, reducing the applicable grid-based interest rate spread by one basis point annually, subject to meeting certain thresholds. Amendment of Unsecured Line of Credit In October 2022, we amended our unsecured lines of credit to change the interest rate index from LIBOR to Adjusted SOFR. All other terms remained unchanged. Debt Maturities Maturities and principal amortization of our consolidated existing debt as of December 31, 2024 for the next five years and thereafter are as follows (in thousands): Calendar Year Amount 2025 $ 1,501 2026 407,405 2027 625,000 2028 — 2029 — Thereafter 400,000 Subtotal 1,433,906 Net discount and debt origination costs ( 10,147 ) Total $ 1,423,759 We have considered our short-term (one year or less from the date of filing these financial statements) liquidity needs and the adequacy of our estimated cash flows from operating activities and other financing sources to meet these needs. These other sources include but are not limited to: existing cash, ongoing relationships with certain financial institutions, our ability to sell debt or issue equity subject to market conditions and proceeds from the potential sale of non-core assets. We believe that we have access to the necessary financing to fund our short-term liquidity needs. F-36 10. Derivative Financial Instruments The following table summarizes the terms and fair values of our derivative financial instruments, as well as their classifications within the consolidated balance sheets as of December 31, 2024 and 2023 (notional amounts and fair values in thousands): Fair Value Effective Date Maturity Date Notional Amount Bank Pay Rate Company Average Fixed Pay Rate 2024 2023 Assets (Liabilities) (1) : July 1, 2019 February 1, 2024 $ 25,000 Daily SOFR 1.7 % $ — $ 88 January 1, 2021 February 1, 2024 150,000 Daily SOFR 0.5 % — 692 January 1, 2021 February 1, 2024 100,000 Daily SOFR 0.2 % — 497 March 1, 2021 February 1, 2024 25,000 Daily SOFR 0.2 % — 124 Total $ 300,000 $ — $ 1,401 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. The derivative financial instruments are comprised of interest rate swaps, which are designated and qualify as cash flow hedges, with various counterparties. We do not use derivatives for trading or speculative purposes and currently do not have any derivatives that are not designated as hedges. Changes in the fair value of derivatives designated and qualifying as cash flow hedges is recorded in accumulated other comprehensive loss and subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The following table represents the effect of the derivative financial instruments on the accompanying consolidated financial statements for the years ended December 31, 2024, 2023 and 2022, respectively (in thousands): 2024 2023 2022 Interest Rate Swaps (Effective Portion): Amount of gain (loss) recognized in other comprehensive income (loss) $ 621 $ ( 14,534 ) $ 12,092 F-37 11. Fair Value Measurements Fair value guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers are defined as follows: Tier Description Level 1 Observable inputs such as quoted prices in active markets Level 2 Inputs other than quoted prices in active markets that are either directly or indirectly observable Level 3 Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions Fair Value Measurements on a Recurring Basis The following table sets forth our assets and liabilities that are measured at fair value 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 Total Fair value as of December 31, 2024: Asset: Interest rate swaps (prepaids and other assets) $ 1,288 $ — $ 1,288 $ — Total assets $ 1,288 $ — $ 1,288 $ — Liabilities: Interest rate swaps (other liabilities) $ ( 968 ) $ — $ ( 968 ) $ — Total liabilities $ ( 968 ) $ — $ ( 968 ) $ — Level 1 Level 2 Level 3 Quoted Prices in Active Markets for Identical Assets or Liabilities Significant Observable Inputs Significant Unobservable Inputs Total Fair value as of December 31, 2023: Assets: Interest rate swaps (prepaids and other assets) $ 2,708 $ — $ 2,708 $ — Total assets $ 2,708 $ — $ 2,708 $ — Liabilities: Interest rate swaps (other liabilities) $ ( 3,018 ) $ — $ ( 3,018 ) $ — Total liabilities $ ( 3,018 ) $ — $ ( 3,018 ) $ — 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. F-38 Other Fair Value Disclosures The estimated fair value and recorded value of our debt as of December 31, 2024 and 2023 were as follows (in thousands): 2024 2023 Level 1 Quoted Prices in Active Markets for Identical Assets or Liabilities $ — $ — Level 2 Significant Observable Inputs 961,783 918,091 Level 3 Significant Unobservable Inputs 387,048 401,609 Total fair value of debt $ 1,348,831 $ 1,319,700 Recorded value of debt $ 1,423,759 $ 1,439,203 Our senior unsecured notes are publicly-traded, which provides quoted market rates. However, due to the limited trading volume of these notes, we have classified these instruments as Level 2 in the hierarchy. Our other debt is classified as Level 3 given the unobservable inputs utilized in the valuation. Our unsecured term loan, unsecured lines of credit and variable interest rate mortgages are all SOFR based instruments. When selecting the discount rates for purposes of estimating the fair value of these instruments, we evaluated the original credit spreads and do not believe that the use of them differs materially from current credit spreads for similar instruments and therefore the recorded values of these debt instruments is considered their fair value. The carrying values of cash and cash equivalents, short-term investments, receivables, accounts payable, accrued expenses and other assets and liabilities are reasonable estimates of their fair values because of the short maturities of these instruments. Short-term government securities and our certificates of deposit included in short-term investments are highly liquid investments, which are classified as Level 1 in the fair value hierarchy because they are valued using quoted market prices in an active market. 12. Shareholders' Equity of the Company As discussed in Note 13, each Class A common limited partnership unit is exchangeable for one common share of the Company. The following table sets forth the number of Class A common limited partnership units exchanged for an equal number of common shares for the years ended December 31, 2024, 2023 and 2022: 2024 2023 2022 Exchange of Class A limited partnership units — 30,024 23,577 At-the-Market Offering Under our at-the-market stock offering (“ATM Offering”) program, which commenced February 2021, and was reinstated with a new program in December 2023, we may offer and sell our common shares, $ 0.01 par value per share (“Common Shares”), having an aggregate gross sales price of up to $ 250.0 million. We may sell the Common Shares in amounts and at times to be determined by us but we have no obligation to sell any of the Common Shares. Actual sales, if any, will depend on a variety of factors to be determined by us from time to time, including, among other things, market conditions, the trading price of the Common Shares, capital needs and determinations by us of the appropriate sources of its funding. We currently intend to use the net proceeds from the sale of shares pursuant to the ATM Offering program for working capital and general corporate purposes. The Company sold 3.4 million Common Shares in 2024 under the ATM Offering program. As of December 31, 2024, we had approximately $ 34.5 million of Common Shares remaining available for sale under the ATM Offering program. F-39 The following table sets forth information regarding settlements under our ATM Offering program: 2024 2023 2022 Number of Common Shares settled during the period 3,374,184 3,494,919 — Average price per Common Share $ 34.34 $ 25.75 $ — Aggregate gross proceeds (in thousands) $ 115,878 $ 89,986 $ — 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 In May 2023, the Board authorized the repurchase of up to $ 100.0 million of the Company’s outstanding common shares through May 31, 2025, replacing the previously authorized plan to repurchase up to $ 80.0 million of the Company's outstanding shares through May 31, 2023. 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 of the Exchange Act. 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 has not repurchased any shares under this plan. The remaining amount authorized to be repurchased under the program as of December 31, 2024 was $ 100.0 million of common shares. F-40 13. Partners' Equity of the Operating Partnership All units of partnership interest issued by the Operating Partnership have equal rights with respect to earnings, dividends and net assets. When the Company issues common shares upon the exercise of options, the issuance of restricted share awards or the exchange of Class A common limited partnership units, the Operating Partnership issues a corresponding Class B common limited partnership unit to Tanger LP Trust, a wholly-owned subsidiary of the Company. Likewise, when the Company repurchases its outstanding common shares, the Operating Partnership repurchases corresponding Class B common limited partnership units held by Tanger LP Trust. The following table sets forth the changes in outstanding partnership units for the years ended December 31, 2024, 2023 and 2022: Limited Partnership Units General partnership units Class A Class B Total 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 ) Exchange of Class A limited partnership units — ( 23,577 ) 23,577 — Grant of restricted common share awards by the Company, net of forfeitures — — 613,933 613,933 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 ) Exchange of Class A limited partnership units — ( 30,024 ) 30,024 — 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 ) 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 F-41 14. Noncontrolling Interests Noncontrolling interests in the Operating Partnership relate to the interests in the Operating Partnership owned by Non-Company LPs as discussed in Note 2. The noncontrolling interests in other consolidated partnerships consist of outside equity interests in partnerships not wholly-owned by the Company or the Operating Partnership that are consolidated with the financial results of the Company and Operating Partnership because the Operating Partnership exercises control over the entities that own the properties. 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 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. The changes in the Company's ownership interests in the subsidiaries impacted consolidated equity during the periods shown as follows (in thousands): 2024 2023 Net income attributable to Tanger Inc. $ 98,595 $ 99,151 Decrease in Tanger Inc. paid-in-capital adjustments to noncontrolling interests ( 3,808 ) ( 2,916 ) Changes from net income attributable to Tanger Inc. and transfers from noncontrolling interest $ 94,787 $ 96,235 15. Earnings Per Share of the Company The following table sets forth a reconciliation of the numerators and denominators in computing earnings per share for the years ended December 31, 2024, 2023 and 2022 (in thousands, except per share amounts): 2024 2023 2022 Numerator Net income attributable to Tanger Inc. $ 98,595 $ 99,151 $ 82,063 Less allocation of earnings to participating securities ( 920 ) ( 1,186 ) ( 869 ) Net income available to common shareholders of Tanger Inc. $ 97,675 $ 97,965 $ 81,194 Denominator Basic weighted average common shares 109,263 104,682 103,687 Effect of notional units 865 1,052 1,240 Effect of outstanding options 951 798 709 Diluted weighted average common shares 111,079 106,532 105,636 Basic earnings per common share: Net income $ 0.89 $ 0.94 $ 0.78 Diluted earnings per common share: Net income $ 0.88 $ 0.92 $ 0.77 We determine diluted earnings per share based on the weighted average number of common shares outstanding combined with the incremental weighted average shares that would have been outstanding assuming all potentially dilutive securities were converted into common shares at the earliest date possible. F-42 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. 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 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 settlement). Certain of the Company's unvested restricted common share awards contain non-forfeitable rights to dividends or dividend equivalents. The impact of these unvested restricted common share awards on earnings per share has been calculated using the two-class method whereby earnings are allocated to the unvested restricted common share awards based on dividends declared and the unvested restricted common shares' participation rights in undistributed earnings. Unvested restricted common shares that do not contain non-forfeitable rights to dividends or dividend equivalents are included in the diluted earnings per share computation if the effect is dilutive, using the treasury stock method. F-43 16. Earnings Per Unit of the Operating Partnership The following table sets forth a reconciliation of the numerators and denominators in computing earnings per unit for the years ended December 31, 2024, 2023 and 2022 (in thousands, except per unit amounts): 2024 2023 2022 Numerator Net income attributable to partners of the Operating Partnership $ 102,840 $ 103,634 $ 85,831 Allocation of earnings to participating securities ( 920 ) ( 1,186 ) ( 869 ) Net income available to common unitholders of the Operating Partnership $ 101,920 $ 102,448 $ 84,962 Denominator Basic weighted average common units 113,971 109,416 108,446 Effect of notional units 865 1,052 1,240 Effect of outstanding options 951 798 709 Diluted weighted average common units 115,787 111,266 110,395 Basic earnings per common unit: Net income $ 0.89 $ 0.94 $ 0.78 Diluted earnings per common unit: Net income $ 0.88 $ 0.92 $ 0.77 We determine diluted earnings per unit based on the weighted average number of common units outstanding combined with the incremental weighted average units that would have been outstanding assuming all potentially dilutive securities were converted into common units at the earliest date possible. 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, 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 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. 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 settlement). F-44 Certain of the Company's unvested restricted common share awards contain non-forfeitable rights to distributions or distribution equivalents. The impact of the corresponding unvested restricted unit awards on earnings per unit has been calculated using the two-class method whereby earnings are allocated to the unvested restricted unit awards based on distributions declared and the unvested restricted units' participation rights in undistributed earnings. Unvested restricted common units that do not contain non-forfeitable rights to dividends or dividend equivalents are included in the diluted earnings per unit computation if the effect is dilutive, using the treasury stock method. 17. Equity-Based Compensation When a common share is issued by the Company, the Operating Partnership issues one corresponding unit of partnership interest to the Company's wholly-owned subsidiary, the Tanger LP Trust. Therefore, when the Company grants an equity based award, the Operating Partnership treats each award as having been granted by the Operating Partnership. In the discussion below, the term "we" refers to the Company and the Operating Partnership together and the term "shares" is meant to also include corresponding units of the Operating Partnership. We have a shareholder approved equity-based compensation plan, the Incentive Award Plan of Tanger Inc. and Tanger Properties Limited Partnership, as amended (the “Plan”), which covers our non-employee directors, officers, employees and consultants. Effective May 19, 2023, the Plan was amended and restated to, among other things, increase the number of shares authorized for issuance under the plan to 21.3 million shares and extend the term of the plan by an additional ten years . As of December 31, 2024, common shares remaining available for future issuance totaled approximately 3.7 million common shares. The amount and terms of the awards granted under the Plan are determined by the Board (or the Compensation Committee of the Board). We recorded equity-based compensation expense in general and administrative expenses in the consolidated statements of operations for the years ended December 31, 2024, 2023 and 2022, respectively, as follows (in thousands): 2024 2023 2022 Restricted common shares $ 7,385 $ 7,598 $ 7,654 Notional unit performance awards 4,257 4,437 4,987 Options 347 476 328 Total equity-based compensation $ 11,989 $ 12,511 $ 12,969 Equity-based compensation expense capitalized as a part of rental property and deferred lease costs were as follows (in thousands): 2024 2023 2022 Equity-based compensation expense capitalized $ 130 $ 255 $ 191 As of December 31, 2024, there was $ 15.1 million of total unrecognized compensation cost related to unvested common equity-based compensation arrangements granted under the Plan. That cost is expected to be recognized over a weighted-average period of 2.3 years. Restricted Common Share and Restricted Share Unit Awards 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 three 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. For all of the restricted common share and restricted share unit awards described above, the grant date fair value of the awards were determined based upon the closing market price of the Company's common shares on the day prior to the grant date. F-45 The following table summarizes information related to unvested restricted common shares and restricted share units outstanding for the years ended December 31, 2024, 2023 and 2022: Unvested Restricted Common Shares and Restricted Share Units Number of shares and units Weighted average grant date fair value Outstanding at December 31, 2021 1,029,805 $ 13.51 Granted (1) 512,957 17.32 Vested ( 545,788 ) 14.01 Forfeited ( 26,591 ) 15.87 Outstanding at December 31, 2022 970,383 $ 15.18 Granted (2) 345,297 17.85 Vested ( 480,036 ) 13.21 Forfeited ( 31,803 ) 15.89 Outstanding at December 31, 2023 803,841 $ 17.47 Granted 254,019 26.82 Vested ( 499,704 ) 17.07 Forfeited ( 14,553 ) 21.53 Outstanding at December 31, 2024 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 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. In connection with the 2020 Performance Share Plan, we issued approximately 759,000 restricted common shares in February 2023, with approximately 444,000 vesting during 2023 and the remaining 315,000 vesting in February 2024. 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, (c) due to death or disability or (d) in certain cases, due to retirement). 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. During the years ended 2024, 2023 and 2022, we withheld shares with value equivalent 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 were approximately 420,000 , 380,000 and 240,000 for the years ended 2024, 2023 and 2022, respectively, and were based on the value of the restricted common shares on the vesting date as determined by our closing share price on the day prior to the vesting date. Total amounts paid for the employees' tax obligation to taxing authorities were $ 12.0 million, $ 7.3 million and $ 3.7 million for the years ended 2024, 2023 and 2022, respectively, which are reflected as a financing activity within the consolidated statements of cash flows. F-46 Notional Unit Performance Awards Performance Share Plan Each year, the Compensation Committee of the Company approves the terms and the number of awards to be granted under the Tanger Inc. Performance Share Plan (the “PSP"), formerly titled the "Outperformance Plan". The PSP is a long-term incentive compensation plan. 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, (c) due to death or disability or (d) in certain cases, due to retirement). The following table sets forth PSP performance targets and other relevant information about each plan: 2024 PSP (1) 2023 PSP (1) 2022 PSP (1) 2021 PSP (1) Performance targets Absolute portion of award: Percent of total award 33 % 33 % 33 % 33 % Absolute total shareholder return range 26 % - 41 % 26 % - 41 % 26 % - 41 % 26 % - 41 % Percentage of units to be earned 20 % - 100 % 20 % - 100 % 20 % - 100 % 20 % - 100 % Relative portion of award: Percent of total award 67 % 67 % 67 % 67 % Percentile rank of peer group range 30 th - 80 th 30 th - 80 th 30 th - 80 th 30 th - 80 th Percentage of units to be earned 20 % - 100 % 20 % - 100 % 20 % - 100 % 20 % - 100 % Maximum number of restricted common shares that may be earned 367,126 499,696 555,349 688,824 Grant date fair value per share $ 16.36 $ 12.08 $ 11.68 $ 9.65 August 2021 grant date fair value per share (2) N/A N/A N/A $ 12.44 (1) The number of restricted common shares received under the 2024, 2023, 2022 and 2021 PSP will be determined on a pro-rata basis by linear interpolation between total shareholder return thresholds, both for absolute total shareholder return and for relative total shareholder return amongst the Company's peer group. The peer group is based on companies included in the FTSE Nareit Equity Retail Index. (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. The fair values of the PSP awards granted during the years ended December 31, 2024, 2023 and 2022 were determined at the grant dates using a Monte Carlo simulation pricing model and the following assumptions: PSP PSP PSP 2024 2023 2022 Risk free interest rate (1) 4.40 % 3.90 % 1.70 % Expected dividend yield (2) 4.3 % 4.6 % 5.7 % Expected volatility (3) 37 % 62 % 65 % (1) Represents the interest rate as of the grant date on U.S. treasury bonds having the same life as the estimated life of the restricted unit grants. (2) The dividend yield is calculated utilizing the dividends paid for the previous five-year period. (3) Based on a mix of historical and implied volatility for our common shares and the common shares of our peer index companies over the measurement period. F-47 The following table sets forth PSP activity for the years ended December 31, 2024, 2023 and 2022: Unvested PSP Awards Number of units Weighted average grant date fair value Outstanding as of December 31, 2021 1,826,266 $ 8.82 Awarded 556,794 11.68 Earned (1) ( 96,592 ) 12.42 Forfeited ( 475,061 ) 11.44 Outstanding as of December 31, 2022 1,811,407 $ 8.84 Awarded 499,696 12.08 Earned (1) ( 758,814 ) 7.30 Forfeited ( 149,948 ) 9.87 Outstanding as of December 31, 2023 1,402,341 $ 10.29 Awarded 367,126 16.36 Earned (1) ( 479,097 ) 9.76 Forfeited ( 63,081 ) 12.18 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. F-48 Option Awards Options outstanding at December 31, 2024 had the following weighted average exercise prices and weighted average remaining contractual lives: Options Outstanding Options Exercisable Exercise prices Options Weighted average exercise price Weighted remaining contractual life in years Options Weighted average exercise price $ 5.73 117,875 $ 5.73 5.69 75,075 $ 5.73 $ 7.15 1,000,000 $ 7.15 5.37 1,000,000 $ 7.15 $ 19.37 250,000 $ 19.37 7.91 — $ — $ 21.94 66,935 $ 21.94 3.20 66,935 $ 21.94 1,434,810 $ 9.85 5.74 1,142,010 $ 7.92 A summary of option activity under the Plan for the years ended December 31, 2024, 2023 and 2022 (aggregate intrinsic value amount in thousands): Options Shares Weighted-average exercise price Weighted-average remaining contractual life in years Aggregate intrinsic value 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 Forfeited ( 113,300 ) 17.66 Outstanding as of December 31, 2022 1,716,800 $ 11.53 6.79 $ 13,275 Granted — — Exercised ( 85,500 ) 14.45 Forfeited ( 26,300 ) 16.55 Outstanding as of December 31, 2023 1,605,000 $ 11.30 6.31 $ 26,719 Granted — — Exercised ( 84,990 ) 15.47 Forfeited ( 85,200 ) 31.43 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 F-49 In November 2022, Michael Bilerman became the Executive Vice President, Chief Financial Officer and Chief Investment Officer of the Company. Mr. Bilerman was granted 250,000 options that have an exercise price of $ 19.37 per share, which equaled the closing market price of a common share of the Company on the day prior to the grant date. The options expire 10 years from the date of grant and 60 % of the options become exercisable on November 29, 2025, 20 % of the options become exercisable on November 29, 2026 and 20 % of the options become exercisable on November 29, 2027, 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 $ 6.13 and included the following weighted-average assumptions: expected dividend yield of 5.10 %; expected life of 6.8 years; expected volatility of 48 %; a risk-free rate of 3.96 %; and forfeiture rate of 0.0 %. 401(k) Retirement Savings Plan We have a 401(k) Retirement Savings Plan covering substantially all employees who meet certain age and employment criteria. An employee may invest pretax earnings in the 401(k) plan up to the maximum legal limits (as defined by Federal regulations). 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, 2024, 2023 and 2022, we contributed approximately $ 1.4 million, $ 1.2 million and $ 968,000 , respectively, to the 401(k) Retirement Savings Plan. F-50 18. Accumulated Other Comprehensive Loss of the Company The following table presents changes in the balances of each component of accumulated comprehensive income (loss) for the years ended December 31, 2024, 2023 and 2022 (in thousands): Tanger Inc. Accumulated Other Comprehensive Income (Loss) Noncontrolling Interest in Operating Partnership Accumulated Other Comprehensive (Income) Loss Foreign currency Cash flow hedges Total Foreign currency Cash flow hedges Total 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 Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges — ( 3,470 ) ( 3,470 ) — ( 159 ) ( 159 ) 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 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 other income (expense) for foreign currency and interest expense for cash flow hedges — 632 632 — ( 15 ) ( 15 ) Balance December 31, 2024 $ ( 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. F-51 19. Accumulated Other Comprehensive Loss of the Operating Partnership The following table presents changes in the balances of each component of accumulated comprehensive income (loss) for the years ended December 31, 2024, 2023 and 2022 (in thousands): Foreign currency Cash flow hedges Accumulated other comprehensive income (loss) Balance December 31, 2021 $ ( 20,797 ) $ 2,024 $ ( 18,773 ) Other comprehensive income (loss) before reclassifications ( 5,070 ) 15,722 10,652 Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges — ( 3,629 ) ( 3,629 ) Balance December 31, 2022 ( 25,867 ) 14,117 ( 11,750 ) Other comprehensive income (loss) before reclassifications 1,491 — 1,491 Reclassification out of accumulated other comprehensive income (loss) into interest expense — ( 14,534 ) ( 14,534 ) 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 — 621 621 Balance December 31, 2024 $ ( 29,334 ) $ 204 $ ( 29,130 ) 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. F-52 20. 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 Common area maintenance 69,029 60,128 60,483 Real estate taxes 34,687 31,862 31,713 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 F-53 21. Lease Agreements Lessor As a lessor, substantially all of our revenues are earned from arrangements that are within the scope of ASC 842. 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, 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; however, indirect internal leasing costs are expensed. We only capitalize the portion of these types of costs incurred that are a direct result of an executed lease. As of December 31, 2024, we were the lessor to over 2,500 stores in our 33 consolidated centers, under operating leases with initial terms that expire from 2025 to 2039, with certain agreements containing extension options. We also have certain agreements which require tenants to pay their portion of reimbursable expenses such as common area expenses, utilities, insurance and real estate taxes. For the years ended December 31, 2024, 2023 and 2022, the components of rental revenues are as follows (in thousands): 2024 2023 2022 Rental revenues - fixed $ 397,090 $ 343,433 $ 319,219 Rental revenues - variable (1) 100,426 95,456 102,200 Rental revenues $ 497,516 $ 438,889 $ 421,419 (1) Primarily includes rents based on a percentage of tenant sales volume and reimbursable expenses such as common area expenses, utilities, insurance and real estate taxes. Future minimum lease receipts under non-cancelable operating leases as of December 31, 2024, excluding the effect of straight-line rent and variable rentals, are as follows (in thousands): 2025 $ 271,814 2026 214,703 2027 169,893 2028 122,484 2029 92,055 Thereafter 248,193 $ 1,119,142 Lessee 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. Our non-cancelable operating leases, with terms in excess of one year, have terms, including certain extension options, that expire from 2028 to 2101. Certain extension options, which are reasonably certain at inception, are used in the calculation of our operating lease right-of-use assets based on the economic life of the asset. Leases with an initial term of 12 months or less (short-term leases) are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. The majority of our operating lease expense is related to ground leases at the following centers: Myrtle Beach Hwy 17, Atlantic City, Sevierville, Riverhead, Foxwoods and Rehoboth Beach and the lease of our corporate office in Greensboro, North Carolina. F-54 For the years ended December 31, 2024, 2023 and 2022, the components of lease costs are as follows (in thousands): 2024 2023 2022 Operating lease costs $ 5,490 $ 5,493 $ 5,495 Short-term lease costs 890 1,221 1,330 Variable lease costs (1) 708 738 948 Total lease costs $ 7,088 $ 7,452 $ 7,773 (1) Our variable lease costs relate to our ground leases where increases in payments are based on center financial performance. The discount rate applied to measure each operating lease right-of-use asset and operating lease liability is based on our incremental borrowing rate (“IBR”). We consider the general economic environment and our credit rating and factor in various financing and asset specific adjustments to ensure the IBR is appropriate based on the intended use of the underlying lease. The lease term and discount rates are as follows: 2024 Weighted - average remaining lease term (years) 47.43 Weighted - average discount rate 5.0 % Cash flow information related to leases for the years ended December 31, 2024, 2023 and 2022 was as follows (in thousands): 2024 2023 2022 Operating cash outflows related to operating leases $ 5,765 $ 5,709 $ 5,669 Maturities of lease liabilities as of December 31, 2024 for the next five years and thereafter are as follows (in thousands): 2025 $ 5,816 2026 5,854 2027 5,893 2028 4,946 2029 4,659 Thereafter 199,707 Total lease payments $ 226,875 Less imputed interest 142,376 Present value of lease liabilities $ 84,499 22. Commitments and Contingencies Litigation We are subject to legal proceedings and claims, which arise from time to time in the ordinary course of our business and have not been finally adjudicated. In our opinion, the ultimate resolution of these matters is not expected to have a material effect on our consolidated financial statements. We record a liability in our consolidated financial statements for these matters when a loss is known or considered probable and the amount can be reasonably estimated. We review these estimates each accounting period as additional information is known and adjust the loss provision when appropriate. If a matter is both probable to result in a liability and the amounts of loss can be reasonably estimated, we estimate and disclose the possible loss or range of loss to the extent necessary to make the consolidated financial statements not misleading. If the loss is not probable or cannot be reasonably estimated, a liability is not recorded in our consolidated financial statements. F-55 Lease Agreements 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 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. Employment Agreements We are party to employment agreements with certain executives that provide for compensation and certain other benefits. The agreements also provide for severance payments under certain circumstances. We are also party to an executive severance plan with certain other executives that provide for severance payments under certain circumstances. Debt We provide guarantees to lenders for our joint ventures which include standard non-recourse carve out indemnifications for losses arising from items such as but not limited to fraud, physical waste, payment of taxes, environmental indemnities, misapplication of insurance proceeds or security deposits and failure to maintain required insurance. For construction and mortgage loans, we may include a guaranty of completion as well as a principal guaranty. The principal guarantees include terms for release based upon satisfactory completion of construction and performance targets including occupancy thresholds and minimum debt service coverage tests. Our joint ventures may contain make whole provisions in the event that demands are made on any existing guarantees. As of December 31, 2024, the maximum amount of joint venture debt guaranteed by the Company is $ 10.0 million. 23. Subsequent Events Dividends 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. Acquisition 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. F-56 TANGER INC. AND SUBSIDIARIES TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION For the Year Ended December 31, 2024 (in thousands) Description Initial cost to Company Costs Capitalized Subsequent to Acquisition (Improvements) (1) Gross Amount Carried at Close of Period December 31, 2024 (2) Center Name Location Encumbrances (3) Land Buildings, Improvements & Fixtures Land Buildings, Improvements & Fixtures Land Buildings, Improvements & Fixtures Total Accumulated Depreciation (1)(4) Date of Construction or Acquisition Asheville Asheville, NC $ — $ 6,092 $ 56,326 $ — $ 1,134 $ 6,092 $ 57,460 $ 63,552 $ 4,515 2023 (5) Atlantic City Atlantic City, NJ 7,342 — 125,988 — 19,349 — 145,337 145,337 61,167 2011 (5) Branson Branson, MO — 4,407 25,040 396 28,970 4,803 54,010 58,813 40,541 1994 Charleston Charleston, SC — 10,353 48,877 — 31,736 10,353 80,613 90,966 43,310 2006 Commerce Commerce, GA — 1,262 14,046 707 40,720 1,969 54,766 56,735 42,651 1995 Daytona Beach Daytona Beach, FL — 9,913 80,410 — 9,212 9,913 89,622 99,535 36,680 2016 Deer Park Deer Park, NY — 82,413 173,044 — 40,677 82,413 213,721 296,134 84,118 2013 (5) Foley Foley, AL — 4,400 82,410 693 39,999 5,093 122,409 127,502 76,527 2003 (5) Fort Worth Fort Worth, TX — 11,157 87,025 — 2,274 11,157 89,299 100,456 31,343 2017 Foxwoods (6) Mashantucket, CT — — 130,941 — ( 95,915 ) — 35,026 35,026 5,738 2015 Gonzales Gonzales, LA — 679 15,895 — 35,706 679 51,601 52,280 40,697 1992 Grand Rapids Grand Rapids, MI — 8,180 75,420 — 8,248 8,180 83,668 91,848 36,344 2015 Hershey Hershey, PA — 3,673 48,186 — 19,991 3,673 68,177 71,850 27,625 2011 (5) Hilton Head I Bluffton, SC — 4,753 — — 34,378 4,753 34,378 39,131 21,775 2011 Hilton Head II Bluffton, SC — 5,128 20,668 — 19,033 5,128 39,701 44,829 25,880 2003 (5) Howell Howell, MI — 2,250 35,250 — 18,692 2,250 53,942 56,192 35,652 2002 (5) Huntsville Huntsville, AL — 22,432 145,990 — 1,887 22,432 147,877 170,309 12,235 2023 (5) 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 Mebane Mebane, NC — 8,821 53,362 — 10,083 8,821 63,445 72,266 39,944 2010 Myrtle Beach Hwy 17 Myrtle Beach, SC — — 80,733 1,506 37,814 1,506 118,547 120,053 57,078 2009 (5) Myrtle Beach Hwy 501 Myrtle Beach, SC — 8,781 56,798 — 45,411 8,781 102,209 110,990 63,768 2003 (5) Nashville Nashville, TN — 8,772 133,641 — 3,129 8,772 136,770 145,542 8,895 2023 F-57 TANGER INC. AND SUBSIDIARIES TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION For the Year Ended December 31, 2024 (in thousands) Description Initial cost to Company Costs Capitalized Subsequent to Acquisition (Improvements) (1) Gross Amount Carried at Close of Period December 31, 2024 (2) Center Name Location Encumbrances (3) Land Buildings, Improvements & Fixtures Land Buildings, Improvements & Fixtures Land Buildings, Improvements & Fixtures Total Accumulated Depreciation (1)(4) Date of Construction or Acquisition Pittsburgh Pittsburgh, PA — 5,528 91,288 3 19,923 5,531 111,211 116,742 79,075 2008 Rehoboth Beach Rehoboth Beach, DE — 20,600 74,209 1,875 70,056 22,475 144,265 166,740 78,678 2003 (5) Riverhead Riverhead, NY — — 36,374 6,152 149,763 6,152 186,137 192,289 130,631 1993 San Marcos San Marcos, TX — 1,801 9,440 2,301 69,646 4,102 79,086 83,188 54,390 1993 Savannah Pooler, GA — 8,432 167,780 — 21,960 8,432 189,740 198,172 55,037 2016 (5) Sevierville Sevierville, TN — — 18,495 — 59,965 — 78,460 78,460 53,115 1997 (5) Southaven Southaven, MS 51,525 14,959 50,511 — ( 1,124 ) 14,959 49,387 64,346 28,182 2015 Tilton Tilton, NH — 1,800 24,838 29 18,255 1,829 43,093 44,922 25,774 2003 (5) Westgate Glendale, AZ — 19,037 140,337 2,558 34,896 21,595 175,233 196,828 43,212 2016 (5) Other Various — 306 1,495 — 463 306 1,958 2,264 1,205 Various $ 58,867 $ 288,422 $ 2,195,883 $ 22,933 $ 900,809 $ 311,355 $ 3,096,692 $ 3,408,047 $ 1,428,017 (1) Includes impairment charges that reduce the asset value. (2) Aggregate cost for federal income tax purposes is approximately $ 3.5 billion. (3) Including premiums and net of debt origination costs. (4) We generally use estimated lives of 33 years for buildings and 15 years for land improvements. Tenant finishing allowances are depreciated over the initial lease term. Building, improvements & fixtures includes amounts included in construction in progress on the consolidated balance sheet. (5) Represents year acquired. (6) Amounts net of $ 6.4 million impairment charges taken during 2021 consisting of a write-off of approximately $ 8.6 million of building and improvement cost and $ 2.2 million of accumulated depreciation. Amounts net of $ 60.1 million impairment charges taken during 2020 consisting of a write-off of approximately $ 89.8 million of building and improvement cost and $ 29.7 million of accumulated depreciation. F-58 TANGER INC. and SUBSIDIARIES TANGER PROPERTIES LIMITED PARTNERSHIP and SUBSIDIARIES SCHEDULE III - (Continued) REAL ESTATE AND ACCUMULATED DEPRECIATION For the Year Ended December 31, 2024 (in thousands) The changes in total real estate for the years ended December 31, 2024, 2023 and 2022 are as follows: 2024 2023 2022 Balance, beginning of year $ 3,271,240 $ 2,855,871 $ 2,800,758 Improvements 77,194 188,863 92,828 Acquisitions 67,769 230,840 — Dispositions and other ( 8,156 ) ( 4,334 ) ( 37,715 ) Balance, end of year $ 3,408,047 $ 3,271,240 $ 2,855,871 The changes in accumulated depreciation for the years ended December 31, 2024, 2023 and 2022 are as follows: 2024 2023 2022 Balance, beginning of year $ 1,318,264 $ 1,224,962 $ 1,145,388 Depreciation for the period 117,851 97,636 97,916 Dispositions and other ( 8,098 ) ( 4,334 ) ( 18,342 ) Balance, end of year $ 1,428,017 $ 1,318,264 $ 1,224,962 F-59