What changed in this filing

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Item 1. Financial Statements

2025-08-06 compared with 2025-05-02 · 182 added, 119 removed, 609 unchanged (33% of the section changed)

3 unchanged sentences

(In thousands, except unit data, unaudited)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Rental property:

6 unchanged sentences

Cash and cash equivalents 9,307 46,700

Rental property held for sale 16,628 —

Investments in unconsolidated joint ventures 66,671 65,665

15 unchanged sentences

Partners’ Equity:

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

General partner, 1,250,000 and 1,250,000 units outstanding at June 30, 2025 and December 31, 2024, respectively

Limited partners, 4,662,904 and 4,707,958 Class A common units, and 111,924,006 and 111,488,633 Class B common units outstanding at June 30, 2025 and December 31, 2024, respectively

682,297 699,711

8 unchanged sentences

(In thousands, except per unit data, unaudited)

Three months ended March 31,

Rental revenues $ 129,285 $ 117,809

Three months ended June 30, Six months ended June 30,

2025 2024 2025 2024

Rental revenue $ 133,435 $ 122,319 $ 262,720 $ 240,128

Management, leasing and other services 2,238 2,332 4,645 4,610

Other revenues 3,671 3,284

Other revenue 5,021 4,305 8,692 7,589

Total revenues 140,694 128,956 276,057 252,327

23 unchanged sentences

(In thousands, unaudited)

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2025 2024 2025 2024

Net income $ 31,330 $ 25,915 $ 51,329 $ 49,221

11 unchanged sentences

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

Balance, December 31, 2023

Balance, March 31, 2024 $ 5,713 $ 596,468 $ ( 22,458 ) $ 579,723 $ — $ 579,723

Net income 259 25,656 — 25,915 — 25,915

Other comprehensive income — — 640 640 — 640

Compensation under Incentive Award Plan — 2,687 — 2,687 — 2,687

Issuance of 900 common units upon exercise of options

— 95 — 95 — 95

Forfeiture of 13,816 restricted common share awards

Common distributions ($ 0.275 per unit)

( 316 ) ( 31,164 ) — ( 31,480 ) ( 31,480 )

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

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

Balance, December 31, 2023 5,776 610,330 ( 24,793 ) 591,313 — 591,313

Net income 495 48,806 — 49,301 ( 80 ) 49,221

10 unchanged sentences

( 615 ) ( 61,661 ) — ( 62,276 ) ( 62,276 )

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

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

Balance, March 31, 2025 $ 8,962 $ 682,063 $ ( 31,012 ) $ 660,013 $ — $ 660,013

Net income 329 31,001 — 31,330 — 31,330

Other comprehensive income — — 1,132 1,132 — 1,132

Compensation under Incentive Award Plan — 3,373 — 3,373 — 3,373

Issuance of 800 common units upon exercise of options

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

Common distributions ($ 0.2925 per unit)

( 366 ) ( 34,145 ) — ( 34,511 ) — ( 34,511 )

Balance, June 30, 2025 $ 8,925 $ 682,297 $ ( 29,880 ) $ 661,342 $ — $ 661,342

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

11 unchanged sentences

( 710 ) ( 67,315 ) — ( 68,025 ) — ( 68,025 )

Balance, March 31, 2025

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

Balance, June 30, 2025 $ 8,925 $ 682,297 $ ( 29,880 ) $ 661,342 $ — $ 661,342

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

2 unchanged sentences

(In thousands, unaudited)

Three months ended March 31,

Six months ended June 30,

OPERATING ACTIVITIES

6 unchanged sentences

Equity-based compensation expense 6,213 6,105

Amortization of debt (premiums) and discounts, net 205 174

Amortization of debt discounts, net

Amortization (accretion) of market rent rate adjustments, net ( 263 ) 228

8 unchanged sentences

Acquisitions of real estate assets ( 166,596 ) —

Net proceeds from sale of assets 16,634 —

Proceeds from short-term investments — 6,981

9 unchanged sentences

Repayments of revolving credit facility ( 113,000 ) ( 197,000 )

Proceeds from notes, mortgages and loans 10,000 —

Repayments of notes, mortgages and loans ( 738 ) ( 2,519 )

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

Additions to deferred financing costs ( 544 ) ( 6,876 )

Proceeds from exercise of options 43 533

13 unchanged sentences

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 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.

As of June 30, 2025, we owned and operated 30 consolidated outlet centers and three open-air lifestyle centers, with a total gross leasable area of approximately 13.3 million square feet, which were 96.5 % 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.

The portfolio also includes one managed center, totaling approximately 457,000 square feet.

Each of our centers, except one joint venture center, features the Tanger brand name.

11 unchanged sentences

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.

As of June 30, 2025, the Company and its wholly-owned subsidiaries owned 113,174,006 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.

9 unchanged sentences

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.

In February 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 $ 48.5 million as of March 31, 2025.

Straight-line rent adjustments recorded as a receivable in prepaids and other assets on the consolidated balance sheets was approximately $ 49.2 million as of June 30, 2025.

Impairment of Long-Lived Assets

12 unchanged sentences

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.

In April 2025, we sold the center in Howell, Michigan for $ 17.0 million.

As part of our quarterly impairment evaluation procedures, we recorded a $ 4.2 million impairment charge in the first quarter of 2025 to lower the property’s carrying value to the estimated fair value based on the purchase agreement.

Rental Property Acquisitions

2025 Acquisitions

Cleveland, Ohio

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.

12 unchanged sentences

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 —

Disposition of Property

In April 2025, we sold the center in Howell, Michigan for $ 17.0 million.

The following table sets forth the property sold during the six moths ended June 30, 2025 (in thousands):

Property Location Date Sold Square Feet Net Sales Proceeds Gain on Sale

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 March 31, 2025

As of June 30, 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 $ 1.5 million as of March 31, 2025 and $ 1.6 million as of December 31, 2024.

(1) Net of debt origination costs of $ 1.8 million as of June 30, 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.

The negative carrying value is due to the distributions of proceeds from mortgage loans and quarterly distributions of excess cash flow exceeding the original contributions from the partners and equity in earnings of the joint ventures.

Galveston Outlets LLC

In June 2025, the Galveston/Houston joint venture refinanced its mortgage loan to extend the maturity from June 2026 to June 2030, which included an increase in principal balance from $ 58.0 million to $ 60.0 million, and reduced the interest rate from the Daily Secured Overnight Financing Rate (“Daily SOFR”) + 3.0 % to Daily SOFR + 1.65 %.

In conjunction with this refinancing, the joint venture entered into a $ 60.0 million interest rate swap that fixes Daily SOFR at 3.4 % until June 2029.

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

Three months ended Six months ended

June 30, June 30,

2025 2024 2025 2024

Management and marketing $ 576 $ 571 $ 1,139 $ 1,128

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 $ 2.5 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.

The differences in basis (totaling $ 2.6 million and $ 2.4 million as of June 30, 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):

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Land $ 79,815 $ 79,920

14 unchanged sentences

Total liabilities and owners’ equity $ 350,969 $ 354,751

Three months ended

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

Three months ended Six months ended

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

2025 2024 2025 2024

Revenues $ 24,568 $ 23,206 $ 48,212 $ 45,702

13 unchanged sentences

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 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 $ 528.0 million remains available as of June 30, 2025.

The Company also guarantees the Operating Partnership’s $ 325.0 million unsecured term loan.

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Unsecured lines of credit $ 92,000 $ —

2 unchanged sentences

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

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

10 unchanged sentences

Southaven (2) (5)

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

Adj SOFR + 2.00 % April 2030 61,700 61,093 51,700 51,525

Unsecured lines of credit Adj SOFR + 0.85 % April 2028 April 2029 92,000 92,000 — —

1 unchanged sentence

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

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.

These costs were $ 9.2 million and $ 10.1 million as of June 30, 2025 and December 31, 2024, respectively.

This excludes $ 6.6 million and $ 7.4 million of unamortized debt origination costs related to the unsecured lines of credit at June 30, 2025 and December 31, 2024, respectively, recorded in prepaids and other assets in the consolidated balance sheet.

(2) We have entered into various interest rate swap agreements to effectively fix variable interest costs (see Note 8).

(3) The effective interest rate assigned during the purchase price allocation to the Atlantic City mortgages assumed during the acquisition in 2011 was 5.05 %.

(4) Principal and interest due monthly with remaining principal due at maturity.

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

(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.

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

In April 2025, the Southaven, Mississippi consolidated joint venture amended 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 the Adjusted Secured Overnight Financing Rate (“Adjusted SOFR”) + 2.0 %.

Certain of our properties, which had a net book value of approximately $ 123.6 million at June 30, 2025, serve as collateral for mortgages payable.

As of June 30, 2025, we maintained unsecured lines of credit that provided for borrowings of up to $ 620.0 million which had $ 92.0 million borrowed.

The unsecured lines of credit as of June 30, 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 March 31, 2025, we believe we were in compliance with all of our debt covenants.

As of June 30, 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 March 31, 2025 for the next five years and thereafter are as follows (in thousands):

Maturities and principal amortization of the existing long-term debt as of June 30, 2025 for the next five years and thereafter are as follows (in thousands):

Calendar Year Amount

4 unchanged sentences

Total $ 1,525,931

(1) Excludes one year extension options on our $ 325.0 million unsecured term loan which matures in 2027 and our $ 620.0 million unsecured lines of credit which has $ 92.0 million outstanding at June 30, 2025 which matures in 2028.

With extension options, these debt maturities would mature in 2028 and 2029, respectively.

We have considered our short-term (one-year or less from the date of filing these financial statements) liquidity needs and the adequacy of our estimated cash flows from operating activities and other financing sources to meet these needs.

4 unchanged sentences

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 March 31, 2025 December 31, 2024

Effective Date Maturity Date Notional Amount Bank Pay Rate Company Fixed Pay Rate June 30, 2025 December 31, 2024

Assets (Liabilities) (1) :

Current Derivatives

February 1, 2024 February 1, 2026 75,000 Daily SOFR 3.5 % $ 275 $ 510

1 unchanged sentence

February 1, 2024 January 1, 2027 175,000 Daily SOFR 4.2 % ( 1,515 ) ( 554 )

May 1, 2025 April 24, 2029 61,700 Daily SOFR 3.5 % ( 367 ) —

Total $ 386,700 3.8 % $ ( 1,569 ) $ 320

Forward Starting Derivatives

February 1, 2026 April 1, 2028 75,000 Daily SOFR 3.3 % ( 225 ) —

August 1, 2026 October 1, 2027 40,000 Daily SOFR 3.1 % ( 31 ) —

Total $ 115,000 3.2 % $ ( 256 ) $ —

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

3 unchanged sentences

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

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2025 2024 2025 2024

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 March 31, 2025:

Fair value as of June 30, 2025:

Interest rate swaps (prepaids and other assets) $ 558 — $ 558 $ —

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):

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

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

18 unchanged sentences

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.

As of June 30, 2025, we had approximately $ 400.0 million remaining available for sales of shares under the ATM Offering program.

There were no sales of our common shares during the first two 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.

No shares have been settled through June 30, 2025 and shares can be settled at any time over the next 6 - 9 months, unless otherwise extended.

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

4 unchanged sentences

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 share repurchase program to repurchase up to $ 80.0 million of the Company's outstanding common shares through May 31, 2023.

In May 2025, the Board authorized the repurchase of up to $ 200.0 million of the Company’s outstanding common shares, replacing the previously authorized share repurchase program to repurchase up to $ 100.0 million of the Company's outstanding common shares that expired May 31, 2025.

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.

1 unchanged sentence

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 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.

The Company did not repurchase any common shares in both the three and six months ended June 30, 2025 and June 30, 2024.

The remaining amount of common shares authorized to be repurchased under the share repurchase program as of June 30, 2025 was approximately $ 200.0 million.

Partners’ Equity of the Operating Partnership

2 unchanged sentences

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

The following table sets forth the changes in outstanding partnership units for the three and six months ended June 30, 2025 and June 30, 2024:

Limited Partnership Units

General Partnership Units Class A Class B Total

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

Options exercised — — 900 900

Forfeitures of restricted common share awards by the Company — — ( 13,816 ) ( 13,816 )

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

Balance December 31, 2023 1,150,000 4,707,958 107,643,251 112,351,209

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

Options exercised — — 25,000 25,000

2 unchanged sentences

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

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

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

Options exercised — — 800 800

Issuance of units — — — —

Balance June 30, 2025 1,250,000 4,662,904 111,924,006 116,586,910

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

Options exercised — — 6,000 6,000

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

Exchange of Class A Limited Partnership Units — ( 45,054 ) 45,054 —

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

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

Balance June 30, 2025 1,250,000 4,662,904 111,924,006 116,586,910

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 March 31,

Three months ended June 30, Six months ended June 30,

2025 2024 2025 2024

Net income attributable to Tanger Inc.

13 unchanged sentences

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 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.

For the three and six months ended June 30, 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 and six months ended June 30, 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 months ended March 31, 2025, and March 31, 2024, no options were excluded from the computation.

For the three and six months ended June 30, 2025, and June 30, 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.

4 unchanged sentences

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 March 31,

Three months ended June 30, Six months ended June 30,

2025 2024 2025 2024

Net income attributable to partners of the Operating Partnership $ 31,330 $ 25,915 $ 51,329 $ 49,301

11 unchanged sentences

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

For the three and six months ended June 30, 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.

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.

For the three and six months ended June 30, 2025 and June 30, 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.

4 unchanged sentences

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

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.

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.

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, Tanger LP Trust.

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

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 Partnership.

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

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

1 unchanged sentence

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

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

Three months ended Six months ended

June 30, June 30,

2025 2024 2025 2024

Restricted common shares and time-based LTIP awards

$ 1,871 $ 1,583 $ 3,543 $ 3,941

Performance-based notional unit awards and performance-based LTIP awards

1,330 941 2,498 1,992

Options 86 85 172 172

1 unchanged sentence

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

Three months ended

Three months ended Six months ended

June 30, June 30,

2025 2024 2025 2024

Equity-based compensation expense capitalized $ 86 $ 79 $ 119 $ 153

5 unchanged sentences

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 212,000 and 376,000 for the three months ended March 31, 2025 and 2024, respectively.

The total number of shares withheld upon vesting or settlement were approximately 212,000 and 376,000 for the six months ended June 30, 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 $ 7.3 million and $ 10.5 million for the three months ended March 31, 2025 and 2024, respectively.

Total amounts paid for the employees’ tax obligation to taxing authorities were $ 7.3 million and $ 10.5 million for the six months ended June 30, 2025 and 2024, respectively.

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

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

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:

The fair values of the 2025 PSP awards granted during the six months ended June 30, 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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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 months ended March 31, 2025 and 2024 (in thousands):

The following table presents changes in the balances of each component of accumulated other comprehensive income (loss) for the three and six months ended June 30, 2025 and 2024 (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 December 31, 2024 $ ( 27,885 ) $ 198 $ ( 27,687 ) $ ( 1,451 ) $ 4 $ ( 1,447 )

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

Other comprehensive income before reclassifications 1,903 — 1,903 79 — 79

Reclassifications out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges — ( 816 ) ( 816 ) — ( 34 ) ( 34 )

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

Balance June 30, 2025 $ ( 26,594 ) $ ( 1,814 ) $ ( 28,408 ) $ ( 1,394 ) $ ( 82 ) $ ( 1,476 )

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

4 unchanged sentences

— ( 2,012 ) ( 2,012 ) — ( 86 ) ( 86 )

Balance June 30, 2025 $ ( 26,594 ) $ ( 1,814 ) $ ( 28,408 ) $ ( 1,394 ) $ ( 82 ) $ ( 1,476 )

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 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.

Other comprehensive income (loss) before reclassifications ( 38 ) — ( 38 ) ( 2 ) — ( 2 )

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

— 651 651 — 27 27

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

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

Foreign Currency Cash flow hedges Total Foreign Currency Cash flow hedges Total

Balance December 31, 2023 $ ( 23,085 ) $ ( 434 ) $ ( 23,519 ) $ ( 1,293 ) $ 19 $ ( 1,274 )

Other comprehensive income (loss) before reclassifications ( 876 ) — ( 876 ) ( 38 ) — ( 38 )

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

— 3,728 3,728 — 158 158

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

We expect within the next twelve months to reclassify into earnings as an increase to interest expense approximately $ 67,000 of the amounts recorded within accumulated other comprehensive income related to the interest rate swap agreements in effect as of June 30, 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 months ended March 31, 2025 (in thousands):

The following table presents changes in the balances of each component of accumulated other comprehensive income (loss) for the three and six months ended June 30, 2025 and 2024 (in thousands):

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

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

Other comprehensive income before reclassifications 1,982 — 1,982

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges — ( 850 ) ( 850 )

Balance June 30, 2025 $ ( 27,986 ) $ ( 1,894 ) $ ( 29,880 )

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

3 unchanged sentences

— ( 2,098 ) ( 2,098 )

Balance June 30, 2025 $ ( 27,986 ) $ ( 1,894 ) $ ( 29,880 )

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

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

Other comprehensive income (loss) before reclassifications ( 39 ) — ( 39 )

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges — 679 679

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

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

Balance December 31, 2023 $ ( 24,376 ) $ ( 417 ) $ ( 24,793 )

Other comprehensive loss before reclassifications ( 874 ) — ( 874 )

Other comprehensive income (loss) before reclassifications ( 913 ) — ( 913 )

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

— 3,888 3,888

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

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

Segment Reporting

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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

The following table provides the components of Portfolio Net Operating Income, a non-GAAP metric, related to our business for three and six months ended June 30, 2025 and June 30, 2024:

Three months ended Six months ended

June 30, June 30,

2025 2024 2025 2024

Property Revenues:

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Lease Agreements

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.

As of June 30, 2025, we were the lessor to over 2,500 stores in our 33 consolidated centers, under operating leases with initial terms that expire from 2025 to 2039, with certain agreements containing extension options.

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

Three months ended Six months ended

June 30, June 30,

2025 2024 2025 2024

Rental revenues - fixed $ 108,477 $ 99,174 $ 215,673 $ 195,153

6 unchanged sentences

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

March 31, 2025 March 31, 2024

June 30, 2025 June 30, 2024

Costs relating to construction included in accounts payable and accrued expenses $ 11,853 $ 15,708

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

Three months ended

Six months ended

Interest paid $ 29,486 $ 26,681

9 unchanged sentences

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

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

Improvements to Income Tax Disclosures (“ASU 2023-09”).

ASU 2023-09 requires disclosure of a reconciliation between the amount of reported income tax expense (or benefit) from continuing operations and the amount computed by multiplying the income (or loss) from continuing operations before income taxes.

This guidance is effective for fiscal years beginning after December 15, 2024.

Adopting this guidance has not had a material impact on our financial statement disclosures.

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

5 unchanged sentences

Dividend Declaration

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.

In July 2025, the Board declared a $ 0.2925 quarterly cash dividend per common share payable on August 15, 2025 to each shareholder of record on July 31, 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 %.

In July 2025, we entered into a forward starting interest rate swap agreement totaling $ 10.0 million that becomes effective August 1, 2026 and expires on October 1, 2027.

The average fixed pay rate of this swap is 3.1 %.

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