What changed in this filing

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Item 1. Financial Statements

2025-05-02 compared with 2024-11-07 · 232 added, 241 removed, 496 unchanged (49% of the section changed)

3 unchanged sentences

(In thousands, except unit data, unaudited)

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Rental property:

6 unchanged sentences

Cash and cash equivalents 10,005 46,700

Short-term investments — 9,187

Rental property held for sale 16,628 —

Investments in unconsolidated joint ventures 64,482 65,665

15 unchanged sentences

Partners’ Equity:

General partner, 1,150,000 units outstanding at September 30, 2024 and 1,150,000 units outstanding at December 31, 2023, respectively

Limited partners, 4,707,958 and 4,707,958 Class A common units, and 109,058,387 and 107,643,251 Class B common units outstanding at September 30, 2024 and December 31, 2023, respectively

General partner, 1,250,000 units outstanding at March 31, 2025 and 1,250,000 units outstanding at December 31, 2024, respectively

Limited partners, 4,662,904 and 4,707,958 Class A common units, and 111,923,206 and 111,488,633 Class B common units outstanding at March 31, 2025 and December 31, 2024, respectively

682,063 699,711

8 unchanged sentences

(In thousands, except per unit data, unaudited)

Three months ended September 30, Nine months ended September 30,

2024 2023 2024 2023

Three months ended March 31,

Rental revenues $ 129,285 $ 117,809

4 unchanged sentences

General and administrative 18,993 19,490

Impairment charge 4,249 —

Depreciation and amortization 37,146 33,860

19 unchanged sentences

(In thousands, unaudited)

Three months ended September 30, Nine months ended September 30,

2024 2023 2024 2023

Three months ended March 31,

Net income $ 19,999 $ 23,306

11 unchanged sentences

General partner Limited partners Accumulated other comprehensive loss Total partners’ equity Noncontrolling interests in consolidated partnerships Total equity

Balance, June 30, 2023 $ 4,503 $ 517,400 $ ( 14,160 ) $ 507,743 $ — $ 507,743

Net income 289 28,588 — 28,877 — 28,877

Other comprehensive loss — — ( 3,610 ) ( 3,610 ) — ( 3,610 )

Compensation under Incentive Award Plan — 3,459 — 3,459 — 3,459

Withholding of 5,505 common units for employee income taxes

— ( 120 ) — ( 120 ) — ( 120 )

Issuance of 5,000 general partner units and 101,615 limited partner units

122 2,349 — 2,471 — 2,471

Issuance of 44,300 common units upon exercise of options

— 610 — 610 — 610

Common distributions ($ 0.245 per unit)

( 270 ) ( 26,730 ) — ( 27,000 ) — ( 27,000 )

Balance, September 30, 2023 $ 4,644 $ 525,556 $ ( 17,770 ) $ 512,430 $ — $ 512,430

General partner Limited partners Accumulated other comprehensive loss Total partners’ equity Noncontrolling interests in consolidated partnerships Total equity

Balance, December 31, 2023

Net income 788 78,001 — 78,789 248 79,037

Other comprehensive loss — — ( 6,020 ) ( 6,020 ) — ( 6,020 )

Compensation under Incentive Award Plan — 9,234 — 9,234 — 9,234

Issuance of 51,500 common units upon exercise of options

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

Issuance of 5,000 general partner units and 101,615 limited partner units

122 2,349 — 2,471 — 2,471

Withholding of 367,776 common units for employee income taxes

— ( 6,963 ) — ( 6,963 ) — ( 6,963 )

Common distributions ($ 0.7100 per unit)

( 782 ) ( 78,886 ) — ( 79,668 ) ( 248 ) ( 79,916 )

Balance, September 30, 2023 $ 4,644 $ 525,556 $ ( 17,770 ) $ 512,430 $ — $ 512,430

General partner Limited partners Accumulated other comprehensive loss Total partners’ equity Noncontrolling interests in consolidated partnerships Total equity

Balance, June 30, 2024 $ 5,656 $ 593,742 $ ( 21,818 ) $ 577,580 $ — $ 577,580

Net income 236 23,150 — 23,386 ( 80 ) 23,306

Other comprehensive loss — — ( 7,033 ) ( 7,033 ) — ( 7,033 )

Other comprehensive income — — 2,335 2,335 — 2,335

Compensation under Incentive Award Plan — 3,571 — 3,571 — 3,571

1 unchanged sentence

— 438 — 438 — 438

Issuance of 818,943 limited partner units

— 24,070 — 24,070 — 24,070

Forfeiture of 4,450 restricted common share awards

Grant of 788,531 restricted common share awards by the Company, net of forfeitures

Issuance of 136,469 deferred units

Withholding of 375,899 common units for employee income taxes

— ( 10,524 ) — ( 10,524 ) — ( 10,524 )

Contributions from noncontrolling interests in consolidated partnerships — — — — 80 80

Common distributions ($ 0.26 per unit)

( 299 ) ( 30,497 ) — ( 30,796 ) — ( 30,796 )

Balance, September 30, 2024 $ 5,599 $ 615,884 $ ( 28,851 ) $ 592,632 $ — $ 592,632

Balance, March 31, 2024

$ 5,713 $ 596,468 $ ( 22,458 ) $ 579,723 $ — $ 579,723

General partner Limited partners Accumulated other comprehensive loss Total partners’ equity Noncontrolling interests in consolidated partnerships Total equity

Balance, December 31, 2024

$ 9,094 $ 699,710 $ ( 29,130 ) $ 679,674 $ — $ 679,674

Net income 212 19,787 — 19,999 — 19,999

3 unchanged sentences

— 38 — 38 — 38

Issuance of 818,943 limited partner units

— 24,070 — 24,070 24,070

Grant of 595,924 restricted common share awards by the Company, net of forfeitures

Issuance of 136,469 deferred units

Withholding of 211,605 common units for employee income taxes

— ( 7,261 ) — ( 7,261 ) — ( 7,261 )

Contributions from noncontrolling interests in consolidated partnerships — — — — 80 80

Common distributions ($ 0.275 per unit)

( 344 ) ( 33,170 ) — ( 33,514 ) — ( 33,514 )

Balance, September 30, 2024 $ 5,599 $ 615,884 $ ( 28,851 ) $ 592,632 $ — $ 592,632

Balance, March 31, 2025

$ 8,962 $ 682,063 $ ( 31,012 ) $ 660,013 $ — $ 660,013

The accompanying notes are an integral part of these consolidated financial statements.

2 unchanged sentences

(In thousands, unaudited)

Nine months ended September 30,

Three months ended March 31,

OPERATING ACTIVITIES

2 unchanged sentences

Depreciation and amortization 37,146 33,860

Impairment charge 4,249 —

Amortization of deferred financing costs 940 832

11 unchanged sentences

Additions to rental property ( 10,300 ) ( 24,816 )

Additions to investments in unconsolidated joint ventures — ( 2,612 )

Additions to short-term investments — ( 7,679 )

Acquisitions of real estate assets ( 164,190 ) —

Proceeds from short-term investments — 1,448

10 unchanged sentences

Repayments of notes, mortgages and loans ( 366 ) ( 1,247 )

Issuance of units, including transaction costs

Employee income taxes paid related to shares withheld upon vesting of equity awards ( 7,261 ) ( 10,524 )

Additions to deferred financing costs ( 6,876 ) —

Proceeds from exercise of options 38 438

1 unchanged sentence

Contributions from noncontrolling interests in other consolidated partnerships

Distributions to noncontrolling interests in other consolidated partnerships — ( 248 )

Net cash used in financing activities ( 103,483 ) ( 88,324 )

Net cash provided by (used in) financing activities

97,615 ( 9,336 )

Effect of foreign currency on cash and cash equivalents ( 191 ) ( 87 )

6 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

and its subsidiaries, which we refer to as the Company, is one of the leading owners and operators of outlet and open-air retail centers in the United States and Canada.

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, 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 outlet and open-air shopping centers.

As of September 30, 2024, we owned and operated 31 consolidated outlet centers and one open-air lifestyle center, with a total gross leasable area of approximately 12.7 million square feet, which were 97 % occupied and contained over 2,500 stores representing approximately 660 store brands.

We also had partial ownership interests in 6 unconsolidated centers totaling approximately 2.1 million square feet, including 2 centers in Canada.

As of March 31, 2025, we owned and operated 31 consolidated outlet centers and three open-air lifestyle centers, with a total gross leasable area of approximately 13.6 million square feet, which were 96 % occupied and contained over 2,500 stores representing approximately 700 store brands.

We also had partial ownership interests in six unconsolidated centers totaling approximately 2.1 million square feet, including two centers in Canada.

The portfolio also includes two managed centers, totaling approximately 760,000 square feet.

11 unchanged sentences

The Company controls the Operating Partnership as its sole general partner.

Tanger LP Trust holds a limited partnership interest.

As of September 30, 2024, the Company and its wholly-owned subsidiaries owned 110,208,387 units of the Operating Partnership and other limited partners (the “Non-Company LPs”) collectively owned 4,707,958 Class A common limited partnership units.

Tanger LP Trust holds a limited partnership interest in the Operating Partnership.

As of March 31, 2025, the Company and its wholly-owned subsidiaries owned 113,173,206 units of the Operating Partnership and other limited partners (the “Non-Company LPs”) collectively owned 4,662,904 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 REIT status.

5 unchanged sentences

Certain information and note disclosures normally included in financial statements prepared in accordance with U.S.

GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), although management believes that the disclosures are adequate to make the information presented not misleading.

GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), however management believes that the disclosures are adequate to make the information presented not misleading.

In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial statements for the interim periods have been made.

1 unchanged sentence

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.

On February 20, 2025, we entered into the Third Amended and Restated Limited Partnership Agreement, providing for the creation of long-term incentive plan units (“LTIP units”), entitled to the same non-liquidating distributions and allocations of profits and losses as the Class A Units on a per unit basis.

We consolidate properties that are wholly-owned and properties where we own less than 100% but control such properties.

19 unchanged sentences

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.

Straight-line rent adjustments recorded as a receivable in prepaids and other assets on the consolidated balance sheets was approximately $ 49.3 million and $ 48.9 million as of September 30, 2024 and December 31, 2023, respectively.

Straight-line rent adjustments recorded as a receivable in prepaids and other assets on the consolidated balance sheets was approximately $ 48.5 million as of March 31, 2025.

Impairment of Long-Lived Assets

10 unchanged sentences

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

We will continue to monitor 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.

As these inputs are difficult to predict and are subject to future events that may alter our assumptions, the future cash flows estimated by management in its impairment analysis may not be achieved, and actual losses or impairment may be realized in the future.

If in the future we reduce our estimate of cash flow projections, we may need to record an asset impairment.

We have not materially changed the assumptions used in the analysis during the first nine months of 2024.

However, we can provide no assurance that material impairment charges with respect to our properties will not occur in future periods.

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.

In February 2025, we entered into an agreement to sell the Howell, Michigan outlet center for $ 17.0 million.

As part of our impairment evaluation procedures at quarter end, we subsequently recorded a $ 4.2 million impairment charge to lower the property’s carrying value to the estimate fair value based on the purchase agreement.

The transaction to sell the property closed in April 2025.

As of March 31, 2025, this property was classified as held for sale.

Refer to disclosure in our Properties Held for Sale footnote.

Rental Property Acquisitions

2025 Acquisitions

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

We accounted for the transaction as an asset acquisition and additionally capitalized approximately $ 905,000 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 this rental property acquisition 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 $ 22,416

Buildings, improvements and fixtures 127,516 36.4

Above market lease value 6,922 7.0

Below market lease value ( 7,480 ) 11.5

Lease in place value 13,388 6.9

Lease and legal costs 5,143 5.1

Total deferred lease costs and other intangibles, net 17,973

Total fair value of assets acquired $ 167,905

There was no contingent consideration associated with this acquisition.

Rental Property Held for Sale

In February 2025, we entered into an agreement to sell the Howell, Michigan outlet center for $ 17.0 million.

As part of our impairment evaluation procedures at quarter end, we subsequently recorded a $4.2 million impairment charge to lower the property’s carrying value to the estimate fair value based on the purchase agreement.

The transaction to sell the property closed in April 2025.

The Howell center met the requirement for classification as rental property held for sale as of March 31, 2025 on the consolidated balance sheets and were comprised of the following (in thousands):

March 31, 2025

Rental property

Deferred lease costs 95

Prepaids and other assets 542

Rental property held for sale 16,628

The following table sets forth certain summarized information regarding the sale of the property:

Properties Location Date Sold Square Feet (in 000’s) Net Sales Price (in 000’s) Gain on Sale (in 000’s)

Howell, MI April 2025 314 $ 16,628 —

Investments in Unconsolidated Real Estate Joint Ventures

1 unchanged sentence

We have an ownership interest in the following unconsolidated real estate joint ventures:

As of September 30, 2024

As of March 31, 2025

Joint Venture Center Location Ownership % Square Feet

27 unchanged sentences

50.0 % 1,448 $ ( 50.7 ) $ 317.2

(1) Net of debt origination costs of $ 1.8 million as of September 30, 2024 and $ 2.1 million as of December 31, 2023.

(1) Net of debt origination costs of $ 1.5 million as of March 31, 2025 and $ 1.6 million as of December 31, 2024.

(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.

1 unchanged sentence

Fees we received for various services provided to our unconsolidated joint ventures were recognized in management, leasing and other services as follows (in thousands):

Three months ended Nine months ended

September 30, September 30,

2024 2023 2024 2023

Three months ended

Management and marketing $ 563 $ 557

4 unchanged sentences

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 September 30, 2024 and December 31, 2023, respectively) are amortized over the various useful lives of the related assets.

The differences in basis (totaling $ 2.5 million and $ 2.4 million as of March 31, 2025 and December 31, 2024, respectively) are amortized over the various useful lives of the related assets.

Condensed combined summary financial information of unconsolidated joint ventures accounted for using the equity method is as follows (in thousands):

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Land $ 78,064 $ 79,920

14 unchanged sentences

Total liabilities and owners’ equity $ 341,860 $ 354,751

Three months ended Nine months ended

Condensed Combined Statements of Operations - Unconsolidated Joint Ventures September 30, September 30,

2024 2023 2024 2023

Three months ended

Condensed Combined Statements of Operations - Unconsolidated Joint Ventures March 31,

Revenues $ 23,644 $ 22,496

12 unchanged sentences

Debt Guaranteed by 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 September 30, 2024.

The Company also guarantees the Operating Partnership’s unsecured term loan.

All of the Company’s debt is incurred 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, of which $ 481.0 million remains available as of March 31, 2025.

The Company also guarantees the Operating Partnership’s $ 325 million unsecured term loan.

The Operating Partnership had the following principal amounts outstanding on the debt guaranteed by the Company (in thousands):

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Unsecured lines of credit $ 139,000 $ —

2 unchanged sentences

The debt of the Operating Partnership consisted of the following (in thousands):

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

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

8 unchanged sentences

Atlantic City (2) (3)

6.44 % - 7.65 % December 2024- December 2026 8,523 8,685 12,336 12,613

Southaven Adj SOFR + 2.00 % October 2026 October 2027 51,700 51,501 51,700 51,428

6.44 % December 2026 6,840 6,956 7,206 7,341

Southaven (5)

Adj SOFR + 2.00 % October 2026 October 2027 51,700 51,550 51,700 51,525

Unsecured lines of credit Adj SOFR + 0.85 % April 2028 April 2029 139,000 139,000 — —

1 unchanged sentence

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

These costs were $ 10.8 million and $ 12.8 million as of September 30, 2024 and December 31, 2023, respectively.

This excludes $ 7.8 million and $ 2.1 million of unamortized debt origination costs related to the unsecured lines of credit for the periods ended September 30, 2024 and December 31, 2023, respectively, recorded in prepaids and other assets in the consolidated balance sheet.

These costs were $ 9.5 million and $ 10.1 million as of March 31, 2025 and December 31, 2024, respectively.

This excludes $ 7.0 million and $ 7.4 million of unamortized debt origination costs related to the unsecured lines of credit for the periods ended March 31, 2025 and December 31, 2024, respectively, recorded in prepaids and other assets in the consolidated balance sheet.

(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 %.

1 unchanged sentence

(4) In June 2024, the interest rate spread improved by 1 basis point as the Company exceeded the sustainability metric threshold.

In April 2024, the Operating Partnership entered into amendments to its unsecured lines of credit, which, among other things, increased the borrowing capacity from $ 520 million to $ 620 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.

Certain of our properties, which had a net book value of approximately $ 241.5 million at September 30, 2024, serve as collateral for mortgages payable.

As of September 30, 2024, we maintained unsecured lines of credit that provided for borrowings of up to $ 620.0 million.

The unsecured lines of credit as of September 30, 2024 included a $ 20.0 million liquidity line and a $ 600.0 million syndicated line.

(5) The Operating Partnership provides a 10 % guarantee of this mortgage, which is held at a joint venture, which is consolidated for financial reporting purposes.

Certain of our properties, which had a net book value of approximately $ 123.5 million at March 31, 2025, serve as collateral for mortgages payable.

As of March 31, 2025, we maintained unsecured lines of credit that provided for borrowings of up to $ 620.0 million which had $ 139.0 million borrowed.

The unsecured lines of credit as of March 31, 2025 included a $ 20.0 million liquidity line and a $ 600.0 million syndicated line.

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 September 30, 2024, we believe we were in compliance with all of our debt covenants.

As of March 31, 2025, we believe we were in compliance with all of our debt covenants.

Debt Maturities

Maturities and principal amortization of the existing long-term debt as of September 30, 2024 for the next five years and thereafter are as follows (in thousands):

Maturities and principal amortization of the existing long-term debt as of March 31, 2025 for the next five years and thereafter are as follows (in thousands):

Calendar Year Amount

6 unchanged sentences

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.

existing cash, ongoing relationships with certain financial institutions, our ability to sell debt or issue equity subject to market conditions, proceeds from forward share issuance contracts 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.

1 unchanged sentence

The following table summarizes the terms and fair values of our derivative financial instruments, as well as their classifications within the consolidated balance sheets (notional amounts and fair values in thousands):

Effective Date Maturity Date Notional Amount Bank Pay Rate Company Fixed Pay Rate September 30, 2024 December 31, 2023

Effective Date Maturity Date Notional Amount Bank Pay Rate Company Fixed Pay Rate March 31, 2025 December 31, 2024

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 0.4 % $ — $ 1,401

February 1, 2024 February 1, 2026 75,000 Daily SOFR 3.5 % $ 331 $ 510

7 unchanged sentences

The following table represents the effect of the derivative financial instruments on the accompanying consolidated financial statements (in thousands):

Three months ended September 30, Nine months ended September 30,

2024 2023 2024 2023

Three months ended March 31,

Interest Rate Swaps (Effective Portion):

11 unchanged sentences

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

Fair value as of September 30, 2024:

Fair value as of March 31, 2025:

Interest rate swaps (prepaids and other assets) $ 705 — $ 705 $ —

10 unchanged sentences

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

Fair Value Measurements on a Nonrecurring Basis

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

Level 1 Level 2 Level 3

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

Fair value as of March 31, 2025:

Long-lived assets $ — $ — $ 16,628 $ —

During the first quarter of 2025, we entered into an agreement to sell the Howell, Michigan outlet center for $ 17.0 million.

We subsequently recorded a $ 4.2 million impairment charge in our consolidated statement of operations to lower the value to the estimated fair value based on this agreement.

Other Fair Value Disclosures

The estimated fair value within the fair value hierarchy and recorded value of our debt consisting of senior unsecured notes, unsecured term loans, secured mortgages and unsecured lines of credit were as follows (in thousands):

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Level 1 Quoted Prices in Active Markets for Identical Assets or Liabilities $ — $ —

4 unchanged sentences

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.

However, due to the limited trading volume of these notes, we have classified these instruments as Level 2 in the fair value hierarchy.

Our other debt is classified as Level 3 in the fair value hierarchy 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.

4 unchanged sentences

Dividend Declaration

In July 2024, the Company's Board of Directors (the “Board”) declared a $ 0.275 cash dividend per common share payable on August 15, 2024 to each shareholder of record on July 31, 2024, and in its capacity as General Partner of the Operating Partnership, authorized a $ 0.275 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.

In April 2025, the Company's Board of Directors (the “Board”) declared a $ 0.2925 cash dividend per common share payable on May 15, 2025 to each shareholder of record on April 30, 2025, and in its capacity as General Partner of the Operating Partnership, authorized a $ 0.2925 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.

At-the-Market Offering

Under our at-the-market stock offering (“ATM Offering”) program, which commenced February 2021, and was replaced with a new program in December 2023, we may offer and sell our common shares, $ 0.01 par value per share, having an aggregate gross sales price of up to $ 250.0 million.

Under our at-the-market stock offering (“ATM Offering”) program, which commenced in February 2021, and replaced with a new program in February 2025, we may offer and sell our common shares, $ 0.01 par value per share, having an aggregate gross sales price of up to $ 400 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 common shares pursuant to the ATM Offering program for working capital and general corporate purposes.

As of September 30, 2024, we had approximately $ 195.1 million of common shares remaining available for sale under the ATM Offering program.

The following table sets forth information regarding issuances under our ATM Offering program:

Three months ended September 30, Nine months ended September 30,

2024 2023 2024 2023

Number of common shares settled during the period 818,943 106,615 818,943 106,615

Average price per share $ 30.53 $ 24.89 $ 30.53 $ 24.89

Aggregate gross proceeds (in thousands) $ 25,000 $ 2,654 $ 25,000 $ 2,654

Aggregate net proceeds after commissions and fees (in thousands) $ 24,687 $ 2,621 $ 24,687 $ 2,621

In October 2024, we issued an additional 484,741 common shares under our ATM program at an average price of $ 33.38 per share, totaling approximately $ 16.2 million of gross proceeds.

We currently intend to use the net proceeds from the sale of common shares pursuant to the ATM Offering Program for working capital and general corporate expenses.

As of March 31, 2025, we had approximately $ 400.0 million of common shares remaining available for sale under the ATM Offering program.

There were no sales of our common shares during the first quarters of 2025 or 2024.

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 from the time of issuance, 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 common shares through May 31, 2023.

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 share repurchase program to repurchase up to $ 80.0 million of the Company's outstanding common 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 common shares.

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The Company may, from time to time, enter into Rule 10b5-1 plans to facilitate the repurchase of its common shares under this authorization.

The Company did not repurchase any common shares in both the three and nine months ended September 30, 2024 and September 30, 2023.

The remaining amount of common shares authorized to be repurchased under the program as of September 30, 2024 was approximately $ 100.0 million.

The Company did not repurchase any common shares in both the three months ended March 31, 2025 and March 31, 2024.

The remaining amount of common shares authorized to be repurchased under the share repurchase program as of March 31, 2025 was approximately $ 100.0 million.

Partners’ Equity of the Operating Partnership

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Likewise, when the Company repurchases its outstanding common shares, the Operating Partnership repurchases a corresponding amount of Class B common limited partnership units held by Tanger LP Trust.

The following table sets forth the changes in outstanding partnership units for the three and nine months ended September 30, 2024 and September 30, 2023:

The following table sets forth the changes in outstanding partnership units for the three months ended March 31, 2025 and March 31, 2024:

Limited Partnership Units

General Partnership Units Class A Class B Total

Balance June 30, 2023 1,100,000 4,737,982 104,085,781 108,823,763

Options exercised — — 44,300 44,300

Issuance of units 5,000 — 101,615 101,615

Forfeitures of restricted common share awards by the Company — — — —

Units withheld for employee income taxes — — ( 5,505 ) ( 5,505 )

Balance September 30, 2023 1,105,000 4,737,982 104,226,191 108,964,173

Balance December 31, 2023

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

Options exercised — — 24,100 24,100

Issuance of units 5,000 — 101,615 101,615

Grant of restricted common share awards by the Company, net of forfeitures — — 788,531 788,531

Units withheld for employee income taxes — — ( 367,776 ) ( 367,776 )

Balance September 30, 2023 1,105,000 4,737,982 104,226,191 108,964,173

Balance June 30, 2024 1,150,000 4,707,958 108,203,536 112,911,494

Options exercised — — 45,625 45,625

Issuance of units — — 818,943 818,943

Forfeitures of restricted common share awards by the Company — — ( 4,450 ) ( 4,450 )

Issuance of deferred units — — 136,469 136,469

Units withheld for employee income taxes — — ( 375,899 ) ( 375,899 )

Balance September 30, 2024 1,150,000 4,707,958 109,058,387 113,766,345

Balance March 31, 2024 1,150,000 4,707,958 108,216,452 112,924,410

Balance December 31, 2024 1,250,000 4,707,958 111,488,633 116,196,591

Options exercised — — 5,200 5,200

Issuance of units — — 818,943 818,943

Exchange of Class A limited partnership units — ( 45,054 ) 45,054 —

Grant of restricted common share awards by the Company, net of forfeitures — — 595,924 595,924

Issuance of deferred share units — — 136,469 136,469

Units withheld for employee income taxes — — ( 211,605 ) ( 211,605 )

Balance September 30, 2024 1,150,000 4,707,958 109,058,387 113,766,345

Balance March 31, 2025 1,250,000 4,662,904 111,923,206 116,586,110

Earnings Per Share of the Company

The following table sets forth a reconciliation of the numerators and denominators in computing the Company’s earnings per share (in thousands, except per share amounts):

Three months ended September 30, Nine months ended September 30,

2024 2023 2024 2023

Three months ended March 31,

Net income attributable to Tanger Inc.

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Basic weighted average common shares 112,396 108,369

Effect of notional units 799 1,026 746 898

Effect of outstanding options 933 832 925 783

Effect of dilutive securities

Equity awards 1,557 1,654

Diluted weighted average common shares 113,953 110,023

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

For the three and nine months ended September 30, 2024, approximately 120,000 notional units were excluded from the computation because these notional units either would not have been issuable if the end of the reporting period were the end of the contingency period or as they were anti-dilutive.

For the three and nine months ended September 30, 2023, no notional units were excluded from the computation.

For the three months ended March 31, 2025, approximately 99,000 notional units were excluded from the computation because these notional units either would not have been issuable if the end of the reporting period were the end of the contingency period or because they were anti-dilutive.

For the three months ended March 31, 2024, 122,375 notional units were excluded from the computation.

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 three and nine months ended September 30, 2024, no options were excluded from the computation and for the three and nine months ended September 30, 2023, approximately 333,300 and 475,200 options, respectively, were excluded from the computation as they were anti-dilutive.

For the three months ended March 31, 2025, and March 31, 2024, no options were excluded from the computation.

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.

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.

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

The impact of these unvested restricted common share awards and LTIP units on earnings per share has been calculated using the two-class method whereby earnings are allocated to the unvested restricted common share awards and LTIP units based on dividends declared and the unvested restricted common shares’ and LTIP units’ participation rights in undistributed earnings.

Unvested restricted common shares and LTIP units 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.

Earnings Per Unit of the Operating Partnership

The following table sets forth a reconciliation of the numerators and denominators in computing earnings per unit (in thousands, except per unit amounts):

Three months ended September 30, Nine months ended September 30,

2024 2023 2024 2023

Three months ended March 31,

Net income attributable to partners of the Operating Partnership $ 19,999 $ 23,386

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Basic weighted average common units 117,072 113,077

Effect of notional units 799 1,026 746 898

Effect of outstanding options 933 832 925 783

Effect of dilutive securities

Equity awards 1,557 1,654

Diluted weighted average common units 118,629 114,731

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Net income $ 0.17 $ 0.20

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.

We determine diluted earnings per common 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.

For the three and nine months ended September 30, 2023, no notional units were excluded from the computation.

For the three months ended March 31, 2024, 122,375 notional units were excluded from the computation.

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.

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.

For the three months ended March 31, 2025, no options were excluded from the computation and for the three months ended March 31, 2024, no options were excluded from the computation.

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

The impact of the corresponding unvested restricted unit awards and LTIP units on earnings per unit has been calculated using the two-class method whereby earnings are allocated to the unvested restricted unit awards and LTIP unit awards based on distributions declared and the unvested restricted units’ and LTIP units’ participation rights in undistributed earnings.

Unvested restricted common units and LTIP units that do not contain non-forfeitable rights to dividends or dividend equivalents are included in the diluted earnings per common unit computation if the effect is dilutive, using the treasury stock method.

Equity-Based Compensation of the Company

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and Tanger Properties Limited Partnership, as amended (the “Plan”), which covers our non-employee directors, officers, employees and consultants.

Per the Operating Partnership’s limited partnership agreement, when a common share is issued by the Company, the Operating Partnership issues one corresponding operating partnership unit 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.

Under the Plan, we may grant equity-based awards in the form of (among other things)

restricted common shares of the Company, restricted share units with respect to common shares of the Company

(which we sometimes refer to as “notional units”) and LTIP units of the Operating Partnership.

Therefore, when the Company grants an equity-based award in respect of its common shares, the Operating Partnership treats each award as having been granted by the Operating Partnership.

Each LTIP unit, if and upon vesting, is convertible, upon the satisfaction of minimum allocations to the capital

account of the LTIP unit for federal income tax purposes, into a non-voting Class C common unit of the Operating

Each such Class C common unit may be exchanged by the holder for one common share of the

LTIP units are intended to qualify as profits interests for US federal income tax purposes.

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 recorded equity-based compensation expense in general and administrative expenses in our consolidated statements of operations as follows (in thousands):

Three months ended Nine months ended

September 30, September 30,

2024 2023 2024 2023

Restricted common shares 1

$ 1,748 $ 1,912 $ 5,690 $ 5,649

Notional unit performance awards 1

1,038 1,393 3,030 3,039

Three months ended

Restricted common shares and time-based LTIP units $ 1,672 $ 2,359

Performance-based notional unit awards and performance-based LTIP units 1,168 1,051

Options 86 87

Total equity-based compensation $ 2,926 $ 3,497

(1) The nine months ended September 30, 2023 includes the reversal of compensation costs related to the voluntary resignation of an executive officer.

Equity-based compensation expense capitalized as a part of rental property and deferred lease costs were as follows (in thousands):

Three months ended Nine months ended

September 30, September 30,

2024 2023 2024 2023

Three months ended

Equity-based compensation expense capitalized $ 33 $ 74

Restricted Common Share and Restricted Share Unit Awards

During February 2024, the Company granted approximately 253,000 restricted common shares to the Company’s non-employee directors and the Company’s executive officers.

The grant date fair value of the awards was $ 26.78 per share.

Restricted Common Share Awards

During February 2025, the Company granted to its non-employee directors and executive officers, approximately 30,000 and 169,000 restricted common shares, respectively.

The grant date fair values of the awards were $ 34.59 and $ 35.30 per share, respectively.

The restricted common shares vest ratably over a three-year period on February 15th of each year for executive officers and over a one-year period on February 15th for non-employee directors.

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For certain restricted shares that vest and restricted share units that are settled during the period, we withhold shares with value equivalent up to the employees’ maximum statutory obligation for the applicable income and other employment taxes, and remit cash to the appropriate taxing authorities.

The total number of shares withheld upon vesting or settlement were approximately 381,000 and 368,000 for the nine months ended September 30, 2024 and 2023, respectively.

The total number of shares withheld upon vesting or settlement were approximately 212,000 and 376,000 for the three months ended March 31, 2025 and 2024, respectively.

The total number of shares withheld was based on the value of the common shares on the vesting or settlement date as determined by our closing share price on the prior day.

Total amounts paid for the employees’ tax obligation to taxing authorities were $ 10.7 million and $ 7.0 million for the nine months ended September 30, 2024 and 2023, respectively.

Total amounts paid for the employees’ tax obligation to taxing authorities were $ 7.3 million and $ 10.5 million for the three months ended March 31, 2025 and 2024, respectively.

These amounts are reflected as financing activities within the consolidated statements of cash flows.

Basic Long Term Incentive Plan Units

During 2025, the Company granted to certain non-employee directors 15,180 LTIP units with time-based vesting requirements and a grant date fair value of $ 34.59 per unit that vest ratably over one year subject to continued service.

Compensation expense for these units is being recognized over a one-year period.

2025 Performance Share Plan

During 2025, the Compensation Committee of the Company approved the general terms of the Tanger Inc.

2024 Performance Share Plan (the “2024 PSP”) covering the Company's executive officers whereby a maximum of approximately 367,000 restricted common shares may be earned if certain share price appreciation goals are achieved over a three-year measurement period.

2025 Performance Share Plan (the “2025 PSP”) covering the Company's executive officers whereby a maximum of approximately 62,000 restricted common shares and 234,000 LTIP units may be earned if certain share price appreciation goals are achieved over a three-year measurement period.

The 2025 PSP is a long-term incentive compensation plan.

Recipients may earn units which may convert 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.

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

Recipients may earn notional units which may convert into restricted common shares of the Company or LTIP units, based on the Company’s absolute total shareholder return and its total shareholder return relative to its peer group over a three-year measurement period.

Any shares or LTIP units earned at the end of the three-year measurement period are subject to a time-based vesting schedule, with 50 % of the shares and units 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 accelerated due to termination prior thereto (a) by the Company without cause, (b) by participant for good reason or, (c) due to death or disability).

The following table sets forth 2025 PSP performance targets and other relevant information about the 2025 PSP:

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Maximum number of restricted common shares that may be earned 62,000

February grant date fair value per LTIP unit $ 22.33

February grant date fair value per share $ 22.22

(1) The number of restricted common shares received under the 2024 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.

(1) The number of restricted common shares received and LTIP units earned under the 2025 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.

(2) The peer group is based on companies included in the FTSE Nareit Retail Index.

The fair values of the 2024 PSP awards granted during the nine months ended were determined at the grant dates using a Monte Carlo simulation pricing model and the following assumptions:

The fair values of the 2025 PSP awards granted during the three months ended March 31, 2025, were determined at the grant dates using a Monte Carlo simulation pricing model and the following assumptions:

Risk free interest rate (1)

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2022 Performance Share Plan

In February 2024, the measurement period for the 2021 Performance Share Plan (the “2021 PSP") concluded.

Based on the Company’s absolute share price appreciation and relative total shareholder return over the three-year measurement period, we issued 479,097 restricted common shares in February 2024, with 343,996 vesting immediately and the remaining 135,101 vesting in February 2025.

The vesting of those 135,101 shares is contingent upon continued employment with the Company through the vesting date (unless terminated prior thereto

(a) by the Company without cause, (b) by participant for good reason or (c) due to death or disability, in which cases vesting will accelerate).

In February 2025, the measurement period for the 2022 Performance Share Plan concluded.

Based on the Company’s absolute and relative total shareholder return over the three-year measurement period, we issued 401,613 restricted common shares in February 2025, with 258,532 vesting immediately and the remaining 143,081 vesting in February 2026.

The vesting of those 143,081 shares is contingent upon continued employment with the Company through the vesting date (unless terminated prior thereto (a) by the Company without cause, (b) by participant for good reason or (c) due to death or disability, in which cases vesting will accelerate).

Accumulated Other Comprehensive Income (Loss) of the Company

The following table presents changes in the balances of each component of accumulated other comprehensive income (loss) for the three and nine months ended September 30, 2024 and 2023 (in thousands):

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 June 30, 2024 $ ( 23,961 ) $ 3,294 $ ( 20,667 ) $ ( 1,331 ) $ 177 $ ( 1,154 )

Other comprehensive income before reclassifications ( 178 ) ( 178 ) 39 39

Reclassifications out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges ( 6,573 ) ( 6,573 ) ( 320 ) ( 320 )

Balance September 30, 2024 $ ( 24,139 ) $ ( 3,279 ) $ ( 27,418 ) $ ( 1,292 ) $ ( 143 ) $ ( 1,435 )

The following table presents changes in the balances of each component of accumulated other comprehensive income (loss) for the three months ended March 31, 2025 and 2024 (in thousands):

Accumulated Other Comprehensive Income (Loss) Noncontrolling Interest in Operating Partnership Accumulated Other Comprehensive Income (Loss)

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Other comprehensive income before reclassifications ( 612 ) — ( 612 ) ( 22 ) — ( 22 )

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

— ( 2,845 ) ( 2,845 ) — ( 162 ) ( 162 )

Balance September 30, 2024 $ ( 24,139 ) $ ( 3,279 ) $ ( 27,418 ) $ ( 1,292 ) $ ( 143 ) $ ( 1,435 )

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 June 30, 2023 $ ( 23,187 ) $ 9,845 $ ( 13,342 ) $ ( 1,291 ) $ 473 $ ( 818 )

Other comprehensive income before reclassifications ( 1,688 ) — ( 1,688 ) ( 77 ) — ( 77 )

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

— ( 1,765 ) ( 1,765 ) — ( 80 ) ( 80 )

Balance September 30, 2023 $ ( 24,875 ) $ 8,080 $ ( 16,795 ) $ ( 1,368 ) $ 393 $ ( 975 )

Reclassifications out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges — ( 1,196 ) ( 1,196 ) — ( 52 ) ( 52 )

Balance March 31, 2025 $ ( 28,497 ) $ ( 998 ) $ ( 29,495 ) $ ( 1,473 ) $ ( 48 ) $ ( 1,521 )

Accumulated Other Comprehensive Income (Loss) Noncontrolling Interest in Operating Partnership Accumulated Other Comprehensive Income (Loss)

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— 3,077 3,077 — 131 131

Balance September 30, 2023 $ ( 24,875 ) $ 8,080 $ ( 16,795 ) $ ( 1,368 ) $ 393 $ ( 975 )

We expect within the next twelve months to reclassify into earnings as a decrease to interest expense approximately $ 23,000 of the amounts recorded within accumulated other comprehensive income related to the interest rate swap agreements in effect as of September 30, 2024.

Balance March 31, 2024 $ ( 23,923 ) $ 2,643 $ ( 21,280 ) $ ( 1,329 ) $ 150 $ ( 1,179 )

We expect within the next twelve months to reclassify into earnings as a decrease to interest expense approximately $ 159,000 of the amounts recorded within accumulated other comprehensive income related to the interest rate swap agreements in effect as of March 31, 2025.

Accumulated Other Comprehensive Income (Loss) of the Operating Partnership

The following table presents changes in the balances of each component of accumulated other comprehensive income (loss) for the three and nine months ended September 30, 2024 (in thousands):

The following table presents changes in the balances of each component of accumulated other comprehensive income (loss) for the three months ended March 31, 2025 (in thousands):

Foreign Currency Cash flow hedges Accumulated Other Comprehensive Income (Loss)

Balance June 30, 2024 $ ( 25,289 ) $ 3,471 $ ( 21,818 )

Other comprehensive income (loss) before reclassifications ( 140 ) — ( 140 )

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges — ( 6,895 ) ( 6,895 )

Balance September 30, 2024 $ ( 25,429 ) $ ( 3,424 ) $ ( 28,853 )

Foreign Currency Cash flow hedges Accumulated Other Comprehensive Income (Loss)

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— ( 1,248 ) ( 1,248 )

Balance September 30, 2024

$ ( 25,429 ) $ ( 3,424 ) $ ( 28,853 )

Foreign Currency Cash flow hedges Accumulated Other Comprehensive Income (Loss)

Balance June 30, 2023 $ ( 24,478 ) $ 10,318 $ ( 14,160 )

Other comprehensive income (loss) before reclassifications ( 1,765 ) — ( 1,765 )

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges — ( 1,845 ) ( 1,845 )

Balance September 30, 2023 $ ( 26,243 ) $ 8,473 $ ( 17,770 )

Balance March 31, 2025 $ ( 29,968 ) $ ( 1,044 ) $ ( 31,012 )

Foreign Currency Cash flow hedges Accumulated Other Comprehensive Income (Loss)

3 unchanged sentences

— 3,209 3,209

Balance September 30, 2023

$ ( 26,243 ) $ 8,473 $ ( 17,770 )

Balance March 31, 2024 $ ( 25,250 ) $ 2,792 $ ( 22,458 )

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 three months ended March 31, 2025 and March 31, 2024:

Three months ended

Property Revenues:

Rental revenue $ 129,285 $ 117,809

Other revenues 3,671 3,284

Total Revenues $ 132,956 $ 121,093

Property Operating Expenses:

Advertising and promotion $ 3,022 $ 3,499

Common area maintenance 18,969 16,208

Real estate taxes 10,045 9,106

Other operating expense 7,838 4,423

Total Operating Expenses $ 39,874 $ 33,236

Portfolio Net Operating Income - Consolidated $ 93,082 $ 87,857

Equity in earnings of unconsolidated joint ventures $ 2,399 $ 2,516

Interest expense ( 15,772 ) ( 14,353 )

Impairment charges ( 4,249 ) —

Other income 217 587

Depreciation and amortization ( 37,146 ) ( 33,860 )

Other non-property (income) expenses 40 395

Corporate general and administrative expenses ( 19,016 ) ( 19,489 )

Non-cash adjustments ( 6 ) ( 609 )

Lease termination fees 450 262

Net Income $ 19,999 $ 23,306

Lease Agreements

As of September 30, 2024, we were the lessor to approximately 2,500 stores in our 32 consolidated centers, under operating leases with initial terms that expire from 2024 to 2039, with certain agreements containing extension options.

As of March 31, 2025, we were the lessor to over 2,500 stores in our 34 consolidated centers, under operating leases with initial terms that expire from 2025 to 2039, with certain agreements containing extension options.

Also, certain of our lease agreements require tenants to pay their portion of reimbursable expenses such as common area expenses, utilities, insurance and real estate taxes.

The components of rental revenues are as follows (in thousands):

Three months ended Nine months ended

September 30, September 30,

2024 2023 2024 2023

Three months ended

Rental revenues - fixed $ 107,196 $ 95,979

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Expenditures included in accounts payable and accrued expenses were as follows (in thousands):

September 30, 2024 September 30, 2023

March 31, 2025 March 31, 2024

Costs relating to construction included in accounts payable and accrued expenses $ 10,822 $ 23,587

Interest paid, net of interest capitalized was as follows (in thousands):

Nine months ended

September 30,

Three months ended

Interest paid $ 22,798 $ 20,640

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Recently issued accounting standards

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

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 FASB issued ASU 2023-07, Segment Reporting (Topic 280):

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”).

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Early adoption is permitted.

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

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.

ASU 2023-09 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.

We adopted ASU 2023-07 in our Form 10-K covering the fiscal year ended December 31, 2024, and for this interim period beginning ending March 31, 2025.

ASU 2023-07 is applied retrospectively to all prior periods presented in the accompanying unaudited consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”).

ASU 2024-03 requires disclosure in the notes to the financial statements of specified information about certain costs and expenses.

ASU 2024-03 is effective beginning with the Form 10-K for the year ended December 31, 2027, and subsequent interim periods beginning in 2028.

We are currently evaluating the impact adopting this guidance will have on our financial statement disclosures.

Subsequent Events

Dividend Declaration

In October 2024, the Board declared a $ 0.275 cash dividend per common share payable on November 15, 2024 to each shareholder of record on October 31, 2024, and in its capacity as General Partner of the Operating Partnership, authorized a $ 0.275 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.

In April 2025, the Board declared a $ 0.2925 quarterly cash dividend per common share payable on May 15, 2025 to each shareholder of record on April 30, 2025, and, in its capacity as General Partner of the Operating Partnership, authorized a $ 0.2925 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.

Forward Starting Interest Rate Derivatives

In April 2025, we entered into forward starting interest rate swap agreements totaling $ 75.0 million that become effective on February 1, 2026 and expire on April 1, 2028.

The average fixed pay rate of these swaps is 3.3 %.

Tanger Outlet Memphis - Southaven, Mississippi Mortgage Refinance

In April 2025, the Southaven, Mississippi consolidated joint venture refinanced its mortgage increasing the outstanding borrowings from $ 51.7 million to $ 61.7 million and extending the maturity date from October 2026 to April 2030 with no extension options.

The stated interest rate remained unchanged at Adjusted SOFR + 2.0 %.

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

What changed 10-Q

Item 1. Financial Statements