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Item 2. Management’s Discussion and Analysis

2025-05-02 compared with 2024-11-07 · 142 added, 234 removed, 536 unchanged (41% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The discussion of our results of operations reported in the unaudited, consolidated statements of operations compares the three and nine months ended September 30, 2024 with the three and nine months ended September 30, 2023.

The discussion of our results of operations reported in the unaudited, consolidated statements of operations compares the three months ended March 31, 2025 with the three months ended March 31, 2024.

The results of operations discussion is combined for Tanger Inc.

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Certain statements made in this Quarterly Report contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act.

We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and included this statement for purposes of complying with these safe harbor provisions.

Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies, beliefs and expectations, are generally identifiable by use of the words “anticipate,” “believe,” “can,” “continue,” “could,” “designed,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” or similar expressions.

Such forward-looking statements include, but are not limited to, risks related to pandemics, supply chain and labor issues and rising interest rates on our business, financial results and financial condition;

our ability to raise additional capital, including via future issuances of equity and debt, and the use of proceeds from such issuances;

our results of operations and financial condition;

capital expenditure and working capital needs and the funding thereof;

the repurchase of the Company's common shares, including the potential use of a 10b5-1 plan to facilitate repurchases;

future dividend payments;

interest rates, the possibility of future asset impairments, development initiatives and strategic partnerships, the anticipated impact of the Company’s recently acquired assets in Huntsville and Asheville, as well as its recently opened Nashville development, compliance with debt covenants;

renewal and re-lease of leased space;

the outlook for the retail environment, potential bankruptcies, and other store closings;

consumer shopping trends and preferences;

the outcome of legal proceedings arising in the normal course of business;

and real estate joint ventures.

You should exercise caution in relying on forward-looking statements since they involve known and unknown risks, uncertainties and other important factors which are, in some cases, beyond our control and which could materially affect our actual results, performance or achievements.

Other important factors that may cause actual results to differ materially from current expectations include, but are not limited to:

our inability to develop new retail centers or expand existing retail centers successfully;

risks related to the economic performance and market value of our retail centers;

We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for purposes of complying with these safe harbor provisions.

Forward-looking statements are generally identifiable by use of the words “anticipate,” “believe,” “can,” “continue,” “could,” “designed,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” and similar expressions that do not report historical matters.

Such statements are based on assumptions and expectations that may not be realized and are inherently subject to risks, uncertainties and other factors, many of which cannot be predicted with accuracy and some of which might not even be anticipated.

Although we believe the expectations reflected in these forward-looking statements are based on reasonable assumptions, future events and actual results, performance, transactions or achievements, financial and otherwise, may differ materially from the results, performance, transactions or achievements expressed or implied by the forward-looking statements.

As a result, you should not rely on or construe any forward-looking statements in this Quarterly Report as predictions of future events or as guarantees of future performance.

We caution you not to place undue reliance on forward-looking statements, which speak only as of the date of this Quarterly Report.

All of our forward-looking statements are qualified in their entirety by this statement.

There are a number of risks, uncertainties and other factors that could cause our actual results to differ materially from the forward-looking statements contained in or contemplated by this Quarterly Report.

Any forward-looking statements should be considered in light of the risks, uncertainties and other factors referred to in Item 1A.

“Risk Factors” in our Annual Report on Form 10-K and in this Quarterly Report.

Such risks and uncertainties include, but are not limited to:

risks associated with general economic and financial conditions, including inflationary pressures and recessionary fears, newly-imposed and potentially additional U.S.

tariffs and responsive non-U.S.

tariffs, increased capital costs and capital markets volatility, increases in unemployment and reduced consumer confidence and spending;

risks related to our ability to develop new retail centers or expand existing retail centers successfully;

risks related to the financial performance and market value of our retail centers and the potential for reductions in asset valuations and related impairment charges;

our dependence on rental income from real property;

the relative illiquidity of real property investments;

impairment charges affecting our properties;

our acquisitions or dispositions of assets may not achieve anticipated results;

failure of our acquisitions or dispositions of retail centers to achieve anticipated results;

competition for the acquisition and development of retail centers, and our inability to complete the acquisitions of retail centers we may identify;

competition for tenants with competing retail centers;

competition for tenants with competing retail centers and our inability to execute leases with tenants on terms consistent with our expectations;

the diversification of our tenant mix and our entry into the operation of full price retail may not achieve our expected results;

environmental regulations affecting our business;

risks associated with environmental regulations;

risks associated with possible terrorist activity or other acts or threats of violence and threats to public safety;

risks related to the impact of macroeconomic conditions, including rising interest rates and inflation, on our tenants and on our business, financial condition, liquidity, results of operations and compliance with debt covenants;

our dependence on rental income from real property;

risks related to international military conflicts, international trade disputes and foreign currency volatility;

the fact that certain of our leases 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;

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risks related to climate change;

increased costs and reputational harm associated with the increased focus on environmental, sustainability and social initiatives;

risks related to uninsured losses;

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our legal obligation to pay dividends to our shareholders;

legislative or regulatory actions that could adversely affect our shareholders, our dependence on distributions from the Operating Partnership to meet our financial obligations, including dividends;

the risk of a cyber-attack or an act of cyber-terrorism or the impact of outages on our technology systems or technology systems generally;

the uncertainties of costs to comply with regulatory changes (including potential costs to comply with proposed rules of the SEC to standardize climate-related disclosures);

and other important factors which may cause actual results to differ materially from current expectations include, but are not limited to, those set forth under Item 1A - “Risk Factors” in the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2023.

We qualify all of our forward-looking statements by these cautionary statements.

The forward-looking statements in this Quarterly Report are only predictions.

We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations.

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events.

The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements.

legislative or regulatory actions that could adversely affect our shareholders;

our dependence on distributions from the Operating Partnership to meet our financial obligations, including dividends;

risks of costs and disruptions from cyber-attacks or acts of cyber-terrorism on our information systems or on third party systems that we use;

unanticipated threats to our business from changes in information and other technologies, including artificial intelligence;

and the uncertainties of costs to comply with regulatory changes and other important factors which may cause actual results to differ materially from current expectations include, but are not limited to, those set forth under Item 1A - “Risk Factors” in the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2024, and in this Quarterly Report.

Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

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General Overview

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.

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

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

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

The table below details our acquisitions, new developments, expansions and dispositions of consolidated and unconsolidated centers that significantly impacted our results of operations and liquidity from January 1, 2023 to September 30, 2024 (square feet in thousands):

Consolidated Centers Unconsolidated Joint Venture Centers Managed Centers

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As of January 1, 2024 12,690 32 2,113 6 758 2

Palm Beach, Florida Third Quarter — — — — 301 1

Nashville, Tennessee Fourth Quarter 291 1 — — — —

Asheville, North Carolina Fourth Quarter 382 1 — — — —

Huntsville, Alabama Fourth Quarter 651 1 — — — —

Little Rock, AR Fourth Quarter 270 1 — — — —

Other — — — — — —

As of December 31, 2024 12,960 33 2,113 6 758 2

Other — — — — — —

As of September 30, 2024

Cleveland, OH First Quarter 639 1 — — — —

As of March 31, 2025

13,613 34 2,113 6 758 2

The following table summarizes certain information for our existing consolidated centers in which we have an ownership interest as of September 30, 2024.

The following table summarizes certain information for our existing consolidated centers in which we have an ownership interest as of March 31, 2025.

Except as noted, all properties are owned in fee simple.

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100 650,941 88.0

Pinecrest, a Tanger Property Cleveland, OH 100 638,616 96.0

Tanger Outlets Foley

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100 471,816 96.6

Tanger Outlets Savannah Savannah, GA 100 463,583 98.6

Tanger Outlets Sevierville

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100 450,079 96.8

Tanger Outlets Savannah

100 449,583 99.8

Tanger Outlets Myrtle Beach Hwy 501

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100 319,762 99.1

Tanger Outlets Howell

100 314,438 92.5

Tanger Outlets Foxwoods

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100 290,667 94.2

The Promenade at Chenal, a Tanger Property

Little Rock, AR 100 269,642 91.1

Tanger Outlets Tilton

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100 182,735 97.2

Totals 12,689,681 97.3 (5)

13,298,229 95.7

Rental Property Held for Sale

Tanger Outlets Howell

100 314,438 90.8

Total 13,612,667

(1) These properties or a portion thereof are subject to a ground lease.

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(4) Excludes square footage and occupancy associated with ground leases to tenants.

(5) Total excludes the Nashville, TN center, which opened in October 2023 and has yet to stabilize.

Unconsolidated joint venture properties Legal Square %

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Tanger Palm Beach (1) Palm Beach, FL

(1) Includes Tanger Palm Beach and TangerPlace Palm Beach.

(1) Includes Tanger Outlets Palm Beach and TangerPlace Palm Beach.

Leasing Activity

The following table provides information for our consolidated centers related to leases for new stores that opened or renewals that were executed during the respective trailing twelve-month periods ended September 30, 2024 and 2023:

Comparable Space for Executed Leases (1) (2)

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RESULTS OF OPERATIONS

Comparison of the three months ended September 30, 2024 to the three months ended September 30, 2023

Comparison of the three months ended March 31, 2025 to the three months ended March 31, 2024

Net income decreased approximately $3.3 million in the 2025 period to $20.0 million as compared to net income of $23.3 million for the 2024 period.

Significant items impacting the comparability of the two periods include the following:

• higher rental revenues from a strengthened tenant mix and higher new and renewal rental rates and the opening of our center in Nashville, TN and the acquisition of centers in Huntsville, AL and Asheville, NC during the fourth quarter of 2023

• impairment charge of $4.2 million related to our Howell, Michigan center which was subsequently sold in April 2025

• higher rental revenues from a strengthened tenant mix and higher new and renewal rental rates and the acquisition of our center in Little Rock, AR during the fourth quarter of 2024 and the Cleveland, OH center during the first quarter of 2025

• higher operating expenses, depreciation and amortization from the new centers

• higher interest expense from newly effective variable interest rate swaps in 2024

• lower investment income during 2024 due to much lower cash balances compared to the 2023 period as the cash was used to acquire centers in Huntsville, AL and Asheville, NC and to complete the development of our center in Nashville, TN

In the tables below, information set forth for new developments and acquired properties includes our center in Nashville, TN that opened in October of 2023 and our centers in Asheville, NC and Huntsville, AL that were acquired in November of 2023.

• higher interest expense due to the increased balance on our unsecured lines of credit that was used to partially fund our acquisitions and newly effective variable interest rate swaps in February 2024

In the tables below, information set forth for acquired properties includes our centers in Little Rock, AR and Cleveland, OH that were acquired in December 2024 and February 2025, respectively.

Properties held for sale includes the center in Howell, MI that was classified as such for the March 31, 2025 reporting period and subsequently sold in April 2025.

RENTAL REVENUES

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Rental revenues from existing properties $ 121,927 $ 116,517 $ 5,410

Revenues from new developments and acquired properties 10,918 249 10,669

Revenues from acquired properties and rental property held for sale

6,831 1,543 5,288

Straight-line rent adjustments (418) (511) 93

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$ 2,407 $ 2,278 $ 128

Management and leasing fee income increased in the 2024 period due to our addition of property management responsibilities for centers in Palm Beach, Florida.

OTHER REVENUES

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Other revenues from existing properties $ 3,580 $ 3,227 $ 353

Other revenues from new developments and acquired properties 522 — 522

Other revenues from acquired properties and rental property held for sale

$ 3,671 $ 3,284 $ 387

Other revenues from existing properties increased in the 2024 period due to an increase in other revenue streams, such as Tanger Loyalty program, paid media sponsorships and onsite signage, on a local and national level.

Other revenues from existing properties increased in the 2025 period due to an increase in other revenue streams, such as paid media sponsorships and onsite signage, on a local and national level.

PROPERTY OPERATING EXPENSES

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Property operating expenses from existing properties $ 36,834 $ 32,845 $ 3,989

Property operating expenses from new developments and acquired properties

Property operating expenses from acquired properties and rental property held for sale

2,881 751 2,130

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$ 41,820 $ 35,465 $ 6,355

Property operating expenses from existing properties increased due to higher snow removal costs in the first quarter of 2025 and a benefit from certain expense refunds in the first quarter of 2024.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses decreased approximately $497,000 from $19.5 million to $19.0 million in the 2025 period compared to the 2024 period.

The decrease is due primarily to reduced executive share-based compensation expense and lower third-party professional fees.

In the 2024 period, we recorded executive separation amounts totaling $1.6 million.

Exclusive of those adjustments, general and administrative expenses increased approximately $1.1 million due primarily to higher compensation costs and travel expenses.

IMPAIRMENT CHARGES

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 estimated fair value based on the purchase agreement.

The transaction to sell the property closed in April 2025.

There were no impairment charges in the first quarter of 2024.

DEPRECIATION AND AMORTIZATION

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Depreciation and amortization from existing properties $ 34,106 $ 33,410 $ 696

Depreciation and amortization from new developments and acquired properties 8,370 — 8,370

$ 35,377 $ 25,374 $ 10,003

The increase in depreciation and amortization from existing properties is primarily due to increased depreciation from second generation tenant allowances.

INTEREST EXPENSE

Interest expense increased $3.8 million to $15.5 million in the 2024 period from $11.7 million in the 2023 period.

The increase was primarily due to the $325.0 million of Daily SOFR interest rate swaps that we entered into throughout 2023 that became effective on February 1, 2024 at average fixed pay rate of 3.90%.

These swaps replaced $300.0 million of existing swaps that expired on February 1, 2024, which had an average fixed pay rate of 0.40%.

In addition, we had outstanding balances averaging approximately $15.4 million on our lines of credit during the 2024 period.

No amounts were outstanding on our lines of credit during the 2023 period.

Finally, our Nashville, TN property opened during the fourth quarter of 2023 and therefore we did not capitalize interest costs related to it in the 2024 period as we did during the 2023 period.

OTHER INCOME (EXPENSE)

Other income (expense) decreased approximately $2.0 million from $1.9 million to ($52,000) in the 2024 period compared to the 2023 period.

The 2023 period had higher investment income due to higher cash balances than were available in the 2024 period.

The majority of the cash balances were utilized during the fourth quarter of 2023 for the acquisitions of the Asheville, NC and Huntsville, AL centers.

In addition, cash was utilized throughout 2023 to complete the construction of our Nashville, TN center which opened in October 2023.

EQUITY IN EARNINGS OF UNCONSOLIDATED JOINT VENTURES

Equity in earnings of unconsolidated joint ventures decreased approximately $77,000 from $2.4 million from $2.3 million in the 2024 period compared to the 2023 period.

The decrease is primarily related to higher depreciation at two of our joint venture centers.

Comparison of the nine months ended September 30, 2024 to the nine months ended September 30, 2023

Net income decreased approximately $3.9 million in the 2024 period to $75.2 million as compared to net income of $79.0 million for the 2023 period.

Significant items impacting the comparability of the two periods include the following:

• higher rental revenues from a strengthened tenant mix and higher new and renewal rates and the opening of our center in Nashville, TN and the acquisition of centers in Huntsville, AL and Asheville, NC during the fourth quarter of 2023

• higher general and administrative expenses primarily due to executive departure adjustments

• higher operating expenses and depreciation and amortization from the new centers

• higher interest expense from newly effective variable interest rate swaps in 2024

• lower investment income during 2024 due to much lower cash balances compared to the 2023 period

RENTAL REVENUES

Rental revenues increased approximately $46.3 million in the 2024 period compared to the 2023 period.

The following table sets forth the changes in various components of rental revenues (in thousands):

2024 2023 Increase/(Decrease)

Rental revenues from existing properties $ 331,812 $ 320,032 $ 11,780

Revenues from new developments and acquired properties 32,416 249 32,167

Straight-line rent adjustments 361 (1,409) 1,770

Lease termination fees 875 400 475

Amortization of above and below market rent adjustments, net (115) (267) 152

$ 365,349 $ 319,005 $ 46,344

Rental revenues at existing properties were positively impacted by obtaining higher rents from new and existing tenants during the last twelve months and strengthening our tenant mix.

MANAGEMENT, LEASING AND OTHER SERVICES

Management, leasing and other services increased approximately $921,000 in the 2024 period compared to the 2023 period.

The following table sets forth the changes in various components of management, leasing and other services (in thousands):

2024 2023 Increase/(Decrease)

Management and marketing $ 2,597 $ 2,351 $ 246

Leasing and other fees 821 441 380

Expense reimbursements from unconsolidated joint ventures 3,677 3,382 295

$ 7,095 $ 6,174 $ 921

Management and leasing fee income increased in the 2024 period due to our addition of property management responsibilities for centers in West Palm Beach, Florida.

OTHER REVENUES

Other revenues increased approximately $1.1 million in the 2024 period as compared to the 2023 period.

The following table sets forth the changes in various components of other revenues (in thousands):

2024 2023 Increase/(Decrease)

Other revenues from existing properties $ 11,436 $ 11,751 $ (315)

Other revenues from new developments and acquired properties 1,448 — 1,448

$ 12,884 $ 11,751 $ 1,133

Other revenues from existing properties decreased in the 2024 period due to the timing of certain marketing revenue related events.

PROPERTY OPERATING EXPENSES

Property operating expenses increased approximately $9.6 million in the 2024 period compared to the 2023 period.

The following table sets forth the changes in various components of property operating expenses (in thousands):

2024 2023 Increase/(Decrease)

Property operating expenses from existing properties $ 96,219 $ 98,559 $ (2,340)

Properties operating expenses from new developments and acquired properties 10,881 159 10,722

Expenses related to unconsolidated joint ventures 3,677 3,382 295

Other property operating expenses 2,484 1,518 966

Depreciation and amortization from acquired properties and rental property held for sale

3,040 450 $ 2,590

Property operating expenses from existing properties decreased in the 2024 period in part due to certain expense refunds and the timing of certain operating expenses versus the comparative period.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses increased approximately $1.8 million in the 2024 period compared to the 2023 period.

We recorded executive separation amounts totaling $1.6 million and ($806,000) in the 2024 period and the 2023 period, respectively.

Exclusive of those adjustments, general and administrative expenses decreased approximately $516,000 due primarily to reduced executive share-based compensation expense and lower third-party professional fees.

DEPRECIATION AND AMORTIZATION

Depreciation and amortization costs increased approximately $26.8 million from $76.7 million to $103.4 million in the 2024 period compared to the 2023 period.

2024 2023 Increase/(Decrease)

Depreciation and amortization from existing properties $ 77,957 $ 76,656 $ 1,301

Depreciation and amortization from new developments and acquired properties 25,454 — 25,454

$ 37,146 $ 33,860 $ 3,286

The increase in depreciation and amortization from existing properties is primarily due to increased depreciation from second generation tenant allowances.

The increase in depreciation and amortization from existing properties was primarily due to increased depreciation from recent renovation projects completed during 2024.

INTEREST EXPENSE

Interest expense increased approximately $1.4 million to $15.8 million in the 2025 period from $14.4 million in the 2024 period.

The increase was primarily due to the $325.0 million of Daily SOFR interest rate swaps that we entered into throughout 2023 that became effective on February 1, 2024 at an average fixed pay rate of 3.90%.

These swaps replaced $300.0 million of existing swaps that expired on February 1, 2024, which had an average fixed pay rate of 0.40%.

In addition, we had outstanding balances averaging approximately $29.4 million on our lines of credit during the 2024 period.

No amounts were outstanding on our lines of credit during the 2023 period.

Finally, our Nashville, TN property opened during the fourth quarter of 2023 and therefore we did not capitalize interest costs related to it in the 2024 period as we did during the 2023 period.

In addition, we had outstanding balances averaging approximately $74.2 million on our lines of credit during the 2025 period compared to $30.8 million for the 2024 period.

OTHER INCOME (EXPENSE)

Other income (expense) decreased approximately $6.3 million from $7.0 million to $755,000 in the 2024 period compared to the 2023 period.

The 2023 period had higher investment income due to higher cash balances than were available in the 2024 period.

The majority of the cash balances were utilized during the fourth quarter of 2023 for the acquisitions of the Asheville, NC and Huntsville, AL centers.

In addition, cash was utilized throughout 2023 to complete the construction of our Nashville, TN center which opened in October 2023.

Other income (expense) decreased approximately $370,000 from $587,000 to $217,000 in the 2025 period compared to the 2024 period.

The decrease is primarily related to higher expenses related to taxes related to our investment in our Canadian properties.

EQUITY IN EARNINGS OF UNCONSOLIDATED JOINT VENTURES

Equity in earnings of unconsolidated joint ventures increased approximately $1.8 million to $7.8 million from $6.0 million in the 2024 period compared to the 2023 period.

The increase is primarily related to improved leasing execution period over period at two of our joint venture centers.

Equity in earnings of unconsolidated joint ventures decreased approximately $117,000 from $2.5 million from $2.4 million in the 2025 period compared to the 2024 period.

LIQUIDITY AND CAPITAL RESOURCES OF THE COMPANY

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The unavailability of capital could adversely affect the Operating Partnership's ability to pay its distributions to the Company, which will in turn, adversely affect the Company's ability to pay cash dividends to its shareholders.

Risks are detailed in “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2023.

We operate in a manner intended to enable us to qualify as a REIT under the Internal Revenue Code of 1986, as amended, or the Code.

Risks are detailed in “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2024 and this Quarterly Report.

We operate in a manner intended to enable us to qualify as a REIT under the Internal Revenue Code of 1986, as amended.

For the Company to maintain its qualification as a REIT, it must pay dividends to its shareholders aggregating annually at least 90% of its taxable income.

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ATM Offering Program

Under our ATM Offering program, which commenced in February 2021, and was replaced with a new program in December 2023, we may offer and sell our common shares, having an aggregate gross sales price of up to $250.0 million.

Under our 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, having an aggregate gross sales price of up to $400.0 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 any 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 remaining available for sale under our 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 Offering program, at an average share price of $33.38 per share, yielding approximately $16.2 million of gross proceeds.

Share Buyback Program

As of March 31, 2025, we had approximately $400.00 million remaining available for sale under our 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 shares through May 31, 2025.

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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 shares for the nine months ended September 30, 2024 or 2023.

The remaining amount of common shares authorized to be repurchased under the program as of September 30, 2024 was approximately $100 million.

The Company did not repurchase any shares for the three months ended March 31, 2025 or 2024.

The remaining amount of common shares authorized to be repurchased under the program as of March 31, 2025 was approximately $100 million.

In January 2025, the Board declared a $0.275 cash dividend per common share payable on February 14, 2025 to each shareholder of record on January 31, 2025, 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 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.

In July 2024, 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 October 2024, the Board declared a $0.275 cash dividend per common share payable on November 15, 2024 to each shareholder on 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.

LIQUIDITY AND CAPITAL RESOURCES OF THE OPERATING PARTNERSHIP

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We manage our capital structure to reflect a long-term investment approach and utilize multiple sources of capital to meet our requirements, including without limitation, cash on hand, retained cash flow from operations and debt and equity issuances.

Our ability to access capital on favorable terms could be affected by various risks and uncertainties, including, but not limited to, macroeconomic conditions, including rising interest rates and inflation, geopolitical conflict and other risks detailed in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2023.

Our ability to access capital on favorable terms could be affected by various risks and uncertainties, including, but not limited to, macroeconomic conditions, including rising interest rates and inflation, international trade relations and trade policy, including those related to tariffs, geopolitical conflict and other risks detailed in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2024 and this Quarterly Report.

Capital Expenditures

The following table details our capital expenditures for consolidated centers for the nine months ended September 30, 2024 and 2023 (in thousands):

Nine months ended September 30,

The following table details our capital expenditures for consolidated centers for the three months ended March 31, 2025 and 2024 (in thousands):

Three months ended March 31,

2025 2024 Change

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Renovations (2)

314 2,600 (2,286)

Second generation tenant allowances 3,439 4,283 (844)

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Additions to rental property-cash basis $ 10,300 $ 24,816 $ (14,516)

(1) The decrease in new center developments and expansions is primarily due to development costs at our site in Nashville, TN and other projects in the prior year.

(2) Other capital expenditures in 2024 decreased over the 2023 period due to a lower number of major capital expenditure projects within our existing portfolio.

(1) The decrease in new center developments and expansions was primarily due to development costs at our site in Nashville, TN and other projects in the prior year.

(2) The decrease in renovations is due to timing of renovation projects in the current year as compared to the prior year.

Potential Future Developments and Acquisitions

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From time to time, we form joint venture arrangements to develop centers.

As of September 30, 2024 we have partial ownership interests in six unconsolidated centers totaling approximately 2.1 million square feet, including two centers in Canada.

As of March 31, 2025, we have partial ownership interests in six unconsolidated centers totaling approximately 2.1 million square feet, including two centers in Canada.

See Note 5 to the consolidated financial statements for details of our individual joint ventures, including, but not limited to, carrying values of our investments, fees we receive for services provided to the joint ventures, recent development and financing transactions and condensed combined summary financial information.

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Contractual Obligations

There were no material changes in our contractual commitments during the nine months ended September 30, 2024 from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023, other than the following updates to our contractual obligations for future debt and interest payments over the next five years and thereafter as of September 30, 2024.

There were no material changes in our contractual commitments during the three months ended March 31, 2025 from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, other than the following updates to our contractual obligations for future debt and interest payments over the next five years and thereafter as of March 31, 2025.

Future Debt Obligations

As described further in Note 5 of the notes to the consolidated financial statements, as of September 30, 2024, scheduled maturities of our existing long-term debt for the remainder 2024 and for 2025, 2026, 2027 and 2028 are $1.3 million, $1.5 million, $407.4 million, $625.0 million and $0.0 million, respectively.

As of September 30, 2024, scheduled maturities after 2028 aggregate to $400.0 million.

As described further in Note 7 of the notes to the consolidated financial statements, as of March 31, 2025, scheduled maturities of our existing long-term debt for the remainder 2025 and for 2026, 2027, 2028 and 2029 are $1.1 million, $407.4 million, $625.0 million, $139.0 million and $0.0 million, respectively.

As of March 31, 2025, scheduled maturities after 2028 aggregate to $400.0 million.

Future Interest Payments

We are obligated to make periodic interest payments at fixed and variable rates, depending on the terms of the applicable debt agreements.

Based on applicable interest rates and scheduled debt maturities as of September 30, 2024, these interest obligations total approximately $55.4 million over the next twelve months.

The following table sets forth our changes in cash flows from September 30, 2024 and 2023 (in thousands):

Nine months ended September 30,

Based on applicable interest rates and scheduled debt maturities as of March 31, 2025, these interest obligations total approximately $59.3 million over the next twelve months.

The following table sets forth our changes in cash flows from March 31, 2025 and 2024 (in thousands):

Three months ended March 31,

2025 2024 Change

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Net cash used in investing activities (175,697) (26,299) (149,398)

Net cash used in financing activities (103,483) (88,324) (15,159)

Net cash provided by (used in) financing activities

97,615 (9,336) 106,951

Effect of foreign currency rate changes on cash and equivalents (191) (87) (104)

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Operating Activities

Net cash provided by operating activities increased period over period primarily due to our new development in Nashville, TN that opened in October of 2023 and our acquired properties in Asheville, NC and Huntsville, AL that were acquired in November of 2023.

Net cash provided by operating activities increased period over period primarily due to an increase in rental revenues at existing centers, changes in working capital and our acquisition of Little Rock, AR and Cleveland, OH that were acquired in late 2024 and early 2025, respectively.

Investing Activities

The decrease in net cash used in investing activities was primarily due to lower additions to rental property as the 2023 period included additions related to our Nashville, TN center that opened in October 2023.

The increase in net cash used in investing activities was primarily due to the acquisition of our center in Cleveland, OH in the first quarter of 2025.

Financing Activities

Net cash used in financing activities increased period over period primarily due to an increase in cash dividends paid, higher amount of net share settlements related to the vesting of equity awards and finance origination costs related to the amendment and extension of our unsecured lines of credit, offset by proceeds from our common share offering under our ATM Offering program.

Net cash provided by financing activities increased period over period primarily due to borrowings on our unsecured lines of credit to fund the acquisition of our center in Cleveland, OH.

Financing Arrangements

As of September 30, 2024, unsecured borrowings represented 96% of our outstanding debt and 93% of the gross book value of our real estate portfolio was unencumbered.

As of March 31, 2025, unsecured borrowings represented 96% of our outstanding debt and 97% of the gross book value of our real estate portfolio was unencumbered.

The Company guarantees the Operating Partnership’s obligations under our unsecured lines of credit and our term loan.

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.

As of March 31, 2025, we maintained unsecured lines of credit that provided for borrowings of up to $620.0 million The unsecured lines of credit as of March 31, 2025 included a $20.0 million liquidity line and a $600.0 million syndicated line, less our balance of $139.0 million.

The syndicated line may be increased up to $1.2 billion through an accordion feature in certain circumstances.

In April 2024, the Operating Partnership entered into amendments to its unsecured lines of credit, which, among other things, increased the borrowing capacity from $520.0 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.

We intend to retain the ability to raise additional capital, including public debt or equity, to pursue attractive investment opportunities that may arise and to otherwise act in a manner that we believe to be in the best interests of our shareholders and unitholders.

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We believe our current balance sheet position is financially sound;

however, due to the economic uncertainty caused by the current macroeconomic environment, including rising interest rates and inflation, and the inherent uncertainty and unpredictability of the capital and credit markets, we can give no assurance that affordable access to capital will exist between now and when our next significant debt matures, which is our $350.0 million senior notes due September 2026.

however, due to the economic uncertainty caused by the current macroeconomic environment, including but not limited to international trade relations and trade policy, including those related to tariffs, rising interest rates and inflation, and the inherent uncertainty and unpredictability of the capital and credit markets, we can give no assurance that affordable access to capital will exist between now and when our next significant debt matures, which is our $350.0 million senior notes due September 2026.

Equity Offerings under the ATM Offering Program

As of September 30, 2024, we have a remaining authorization of $195.1 million of common shares 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 Offering program, at an average price of $33.38 per share, yielding approximately $16.2 million of gross proceeds.

As of March 31, 2025, we have a remaining authorization of $400.0 million of common shares under the ATM Offering program.

We did not sell any shares during the first quarter of 2025 or during the first quarter of 2024.

Our ATM Offering program also provides that we may sell common shares through forward sale contracts.

Actual sales under the ATM Offering program will depend on a variety of factors including market conditions, the trading price of our common shares, our capital needs, and our determination of the appropriate sources of funding to meet such needs.

Throughout 2023, we entered into $325.0 million of forward-starting Daily SOFR interest rate swaps at average fixed pay rate of 3.90%.

The swaps were effective February 1, 2024, and end at various dates from February 1, 2026 to January 1, 2027.

These swaps replaced $300.0 million of existing swaps that expired on February 1, 2024, which had an average fixed pay rate of 0.4%, as part of our interest rate risk management strategy.

In the fourth quarter of 2024, we issued 1.9 million forward shares for an estimated 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.

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, addressing $75.0 million of existing swaps that expire on February 1, 2026.

Collectively, the forward-starting swaps fix the Adjusted SOFR base rate at a weighted average of 3.3% compared to 3.5% for those existing swaps.

Consolidated Real Estate Joint Ventures

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%.

Debt Covenants

The Operating Partnership’s debt agreements 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 funds from operations, as defined in the agreements, for the prior fiscal year on an annual basis or 95% on a cumulative basis.

We have historically been, and at September 30, 2024 are, in compliance with all of our debt covenants.

We have historically been, and at March 31, 2025 are, in compliance with all of our debt covenants.

Our continued compliance with these covenants depends on many factors and could be impacted by current or future economic conditions.

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We believe that we have access to the necessary financing to fund our short-term liquidity needs.

As of September 30, 2024, we were in compliance with all financial and non-financial covenants related to our debt obligations.

As of March 31, 2025, we were in compliance with all financial and non-financial covenants related to our debt obligations.

Senior unsecured notes financial covenants Required Actual

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Debt of unconsolidated joint ventures

The following table details information regarding the outstanding debt of the unconsolidated joint ventures and guarantees of such debt provided by us as of September 30, 2024 (dollars in millions):

The following table details information regarding the outstanding debt of the unconsolidated joint ventures and guarantees of such debt provided by us as of March 31, 2025 (dollars in millions):

Joint Venture Ownership %

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Our Annual Report on Form 10-K for the year ended December 31, 2024 contains a discussion of our critical accounting estimates in the Management's Discussion and Analysis of Financial Condition and Results of Operations section.

There have been no material changes to these estimates during the nine months ended September 30, 2024.

There have been no material changes to these estimates during the three months ended March 31, 2025.

Recent Accounting Pronouncements

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Three months ended

Nine months ended

September 30, September 30,

2024 2023 2024 2023

Net income $ 19,999 $ 23,306

2 unchanged sentences

Depreciation and amortization of real estate assets - unconsolidated joint ventures 2,860 2,540

Impairment charge - consolidated 4,249 —

FFO 63,086 58,898

5 unchanged sentences

Executive departure-related adjustments (2)

— — 1,554 (806)

Impact of above adjustment to the allocation of earnings to participating securities — (10)

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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 (for earnings per share computations) 113,953 110,023

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Each Class A common limited partnership unit is exchangeable for one of the Company’s common shares, subject to certain limitations to preserve the Company’s REIT status.

(2) For the 2024 period, represents executive severance costs and for the 2023 period, represents the reversal of previously expensed compensation related to a voluntary executive departure.

(2) For the 2024 period, represents executive severance costs.

Portfolio Net Operating Income and Same Center Net Operating Income

14 unchanged sentences

Three months ended

Nine months ended

September 30, September 30,

2024 2023 2024 2023

Net income $ 19,999 $ 23,306

3 unchanged sentences

Other (income) expense (217) (587)

Impairment charge 4,249 —

Depreciation and amortization 37,146 33,860

Other non-property income

(199) (306) (1,000) (1,327)

Corporate general and administrative expenses 19,016 19,489

Non-cash adjustments (1)

(214) 670 28 1,971

Lease termination fees (450) (262)

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Center Date Event

Nashville, TN October 2023 New Development

Asheville, NC November 2023 Acquired

Huntsville, AL November 2023 Acquired

Little Rock December 2024 Acquired

Cleveland February 2025 Acquired

Howell March 2025 Held for Sale

Adjusted EBITDA, EBITDAre and Adjusted EBITDAre

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Below is a reconciliation of Net Income to Adjusted EBITDA (in thousands):

Three months ended Nine months ended

September 30, September 30,

2024 2023 2024 2023

Three months ended

Net income $ 19,999 $ 23,306

3 unchanged sentences

Depreciation and amortization 37,146 33,860

Executive departure-related adjustments (1)

— — 1,554 (806)

Impairment charge - consolidated 4,249 —

Compensation-related adjustments (1)

Adjusted EBITDA $ 76,984 $ 72,536

Below is a reconciliation of Net Income to EBITDAre and Adjusted EBITDAre (in thousands):

Three months ended Nine months ended

September 30, September 30,

2024 2023 2024 2023

Three months ended

Net income $ 19,999 $ 23,306

3 unchanged sentences

Depreciation and amortization 37,146 33,860

Impairment charge - consolidated 4,249 —

Pro-rata share of interest expense, net - unconsolidated joint ventures 2,134 2,169

1 unchanged sentence

EBITDAre $ 81,978 $ 75,691

Executive departure-related adjustments (1)

— — 1,554 (806)

Compensation-related adjustments (1)

Adjusted EBITDAre $ 81,978 $ 77,245

(1) For the 2024 period, represents executive severance costs and for the 2023 period, represents the reversal of previously expensed compensation related to a voluntary executive departure.

(1) For the 2024 period, represents executive severance costs.

ECONOMIC CONDITIONS AND OUTLOOK

We are closely monitoring the impact of the overall macroeconomic environment on all aspects of our business and geographies, including how it will impact our tenants and business partners, along with continuing to monitor retail challenges such as supply chain and labor issues, inflationary pressures and rising interest rates.

While we believe many of these retailers are proactively navigating this situation, the ultimate impact of interest rates, inflation, labor and supply chain issues and overall macroeconomic environment is unknown.

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During 2025, approximately 2.7 million square feet, or 20% of the total portfolio, including our share of unconsolidated joint ventures, will come up for renewal.

For the total portfolio, including the Company’s pro rata share of unconsolidated joint ventures, as of September 30, 2024, we had lease renewals executed or in process for 72.5% of the space scheduled to expire during 2024 compared to 88.0% of the space scheduled to expire during 2023 that was executed or in process as of September 30, 2023.

For the total portfolio, including the Company’s pro rata share of unconsolidated joint ventures, as of April 30, 2025, we had lease renewals executed or in process for 56.7% of the space scheduled to expire during 2025 compared to 46.6% of the space scheduled to expire during 2024 that was executed or in process as of April 30, 2024.

The majority of our leases contain provisions designed to mitigate the impact of inflation.

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By maintaining a broad base of well-known tenants and a geographically diverse portfolio of properties located across the United States, we believe we reduce our operating and leasing risks.

As of September 30, 2024, no one tenant (including affiliates) accounted for more than 8% of our aggregate square feet or 6% of our aggregate rental revenues.

As of March 31, 2025, no one tenant (including affiliates) accounted for more than 7% of our aggregate square feet or 6% of our aggregate rental revenues.

Additionally, no individual brand represents more than 3% of total annualized base rent.

We believe retail real estate will continue to be a profitable and fundamental distribution channel for many brands and retailers.

While we continue to attract and retain additional tenants, if we were unable to successfully renew or re-lease a significant amount of this space on favorable economic terms or in a timely manner, the loss in rent and our Same Center NOI could be negatively impacted in future periods.

Occupancy for our total portfolio, including our share of unconsolidated joint ventures, was 97.4% and 98% as of September 30, 2024 and 2023, respectively.

Occupancy for our total portfolio, including our share of unconsolidated joint ventures, was 95.8% and 96.6% as of March 31, 2025 and 2024, respectively.

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 2. Management’s Discussion and Analysis