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Item 2. Management’s Discussion and Analysis

2025-08-06 compared with 2025-05-02 · 172 added, 81 removed, 597 unchanged (30% 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 months ended March 31, 2025 with the three months ended March 31, 2024.

The discussion of our results of operations reported in the unaudited, consolidated statements of operations compares the three and six months ended June 30, 2025 with the three and six months ended June 30, 2024.

The results of operations discussion is combined for Tanger Inc.

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General Overview

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.

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.

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, 2024 to March 31, 2025 (square feet in thousands):

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

Consolidated Centers Unconsolidated Joint Venture Centers Managed Centers

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

Howell, MI Second Quarter (314) (1)

Cleveland, OH First Quarter 639 1 — — — —

As of March 31, 2025

Other 13 (301) (1)

As of June 30, 2025

13,298 33 2,113 6 457 1

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

The following table summarizes certain information for our existing consolidated centers in which we have an ownership interest as of June 30, 2025.

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

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100 290,667 95.9

The Promenade at Chenal, a Tanger Property

Little Rock, AR 100 269,642 91.1

The Promenade at Chenal, a Tanger Property Little Rock, AR 100 269,642 96.0

Tanger Outlets Tilton

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13,297,912 96.5

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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Managed Properties

Tanger Palm Beach (1) Palm Beach, FL

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

Tanger Outlets Palm Beach Palm Beach, FL 457,326

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 March 31, 2025 and 2024:

Comparable Space for Executed Leases (1) (2)

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RESULTS OF OPERATIONS

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.

Comparison of the three months ended June 30, 2025 to the three months ended June 30, 2024

Net income increased approximately $5.4 million in the 2025 period to $31.3 million as compared to net income of $25.9 million for the 2024 period.

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

• 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 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

• higher interest expense due to the increased balance on our unsecured lines of credit that were used to partially fund our acquisitions

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.

Properties disposed

includes the center in Howell, MI that was sold in April 2025.

RENTAL REVENUES

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Rental revenues from existing properties $ 123,932 $ 120,020 $ 3,912

Revenues from acquired properties and rental property held for sale

6,831 1,543 5,288

Revenues from acquired properties and property disposed 8,566 1,562 7,004

Straight-line rent adjustments 712 499 213

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MANAGEMENT, LEASING AND OTHER SERVICES

Management, leasing and other services increased approximately $128,000 in the 2025 period compared to the 2024 period.

Management, leasing and other services decreased approximately $94,000 in the 2025 period compared to the 2024 period.

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

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$ 2,238 $ 2,332 $ (94)

Leasing fees from unconsolidated joint ventures and managed only properties decreased due to the timing of leases eligible for renewal and re-tenanting between the 2024 period and the 2025 period.

OTHER REVENUES

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Other revenues from existing properties $ 4,836 $ 4,209 $ 627

Other revenues from acquired properties and rental property held for sale

Other revenues from acquired properties and property disposed 185 96 89

$ 5,021 $ 4,305 $ 716

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Property operating expenses from existing properties $ 35,155 $ 34,971 $ 184

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

Property operating expenses from acquired properties and property disposed 3,821 622 3,199

Expenses related to unconsolidated joint ventures 1,219 1,189 30

Other property operating expenses 178 767 (589)

$ 40,373 $ 37,549 $ 2,824

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses increased approximately $179,000 from $18.8 million to $19.0 million in the 2025 period compared to the 2024 period.

DEPRECIATION AND AMORTIZATION

Depreciation and amortization costs increased approximately $2.4 million in the 2025 period compared to the 2024 period.

2025 2024 Increase/(Decrease)

Depreciation and amortization from existing properties $ 33,051 $ 33,724 $ (673)

Depreciation and amortization from acquired properties and property disposed 3,557 450 $ 3,107

$ 36,608 $ 34,174 $ 2,434

The decrease in depreciation and amortization from existing properties was primarily due to a decrease in lease

cost related acquisition intangibles that became fully depreciated from prior acquisitions between the comparative periods.

INTEREST EXPENSE

Interest expense increased approximately $699,000 to $16.4 million in the 2025 period from $15.7 million in the 2024 period.

We had outstanding balances averaging approximately $104.4 million on our unsecured lines of credit during the 2025 period compared to $41.3 million for the 2024 period.

OTHER INCOME (EXPENSE)

Other income (expense) decreased approximately $246,000 from $220,000 to ($26,000) in the 2025 period compared to the 2024 period.

The 2024 period had higher investment income due to higher cash balances than were available in the 2025 period.

In addition, miscellaneous tax related expenses were higher in the 2025 period compared to the 2024 period.

EQUITY IN EARNINGS OF UNCONSOLIDATED JOINT VENTURES

Equity in earnings of unconsolidated joint ventures increased approximately $59,000 to $3.0 million from $3.0 million in the 2025 period compared to the 2024 period.

Comparison of the six months ended June 30, 2025 to the six months ended June 30, 2024

Net income increased approximately $2.1 million in the 2025 period to $51.3 million as compared to net income of $49.2 million for the 2024 period.

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

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

• higher interest expense due to the increased balance on our unsecured lines of credit that were used to partially fund our acquisitions;

• an impairment charge of $4.2 million recorded in the first quarter of 2025 related to our Howell, Michigan center

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 disposed

includes the center in Howell, MI that sold in April 2025.

RENTAL REVENUES

Rental revenues increased approximately $22.6 million in the 2025 period compared to the 2024 period.

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

2025 2024 Increase/(Decrease)

Rental revenues from existing properties $ 245,860 $ 236,537 $ 9,323

Revenues from acquired properties and property disposed 15,397 3,105 12,292

Straight-line rent adjustments 294 (12) 306

Lease termination fees 721 540 181

Amortization of above and below market rent adjustments, net 448 (42) 490

$ 262,720 $ 240,128 $ 22,592

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 $35,000 in the 2025 period compared to the 2024 period.

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

2025 2024 Increase/(Decrease)

Management and marketing $ 1,754 $ 1,718 $ 36

Leasing and other fees 350 584 (234)

Expense reimbursements from unconsolidated joint ventures 2,541 2,308 233

$ 4,645 $ 4,610 $ 35

Leasing fees from unconsolidated joint ventures and managed-only properties decreased due to the timing of leases eligible for renewal and re-tenanting between the 2024 period and the 2025 period.

OTHER REVENUES

Other revenues increased approximately $1.1 million in the 2025 period as compared to the 2024 period.

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

2025 2024 Increase/(Decrease)

Other revenues from existing properties $ 8,416 $ 7,436 $ 980

Other revenues from acquired properties and property disposed 276 153 123

$ 8,692 $ 7,589 $ 1,103

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

Property operating expenses increased approximately $9.2 million in the 2025 period compared to the 2024 period.

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

2025 2024 Increase/(Decrease)

Property operating expenses from existing properties $ 71,991 $ 67,816 $ 4,175

Property operating expenses from acquired properties and property disposed 6,702 1,373 5,329

Expenses related to unconsolidated joint ventures 2,540 2,308 232

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General and administrative expenses decreased approximately $318,000 from $38.3 million to $38.0 million in the 2025 period compared to the 2024 period.

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.

In April 2025, we sold the Howell, Michigan outlet center 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.

DEPRECIATION AND AMORTIZATION

Depreciation and amortization costs increased approximately $3.3 million in the 2025 period compared to the 2024 period.

Depreciation and amortization costs increased approximately $5.7 million from $68.0 million to $73.8 million in the 2025 period compared to the 2024 period.

2025 2024 Increase/(Decrease)

Depreciation and amortization from existing properties $ 67,158 $ 67,134 $ 24

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

3,040 450 $ 2,590

Depreciation and amortization from acquired properties and property disposed 6,597 900 5,697

$ 73,755 $ 68,034 $ 5,721

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 $2.1 million to $32.2 million in the 2025 period from $30.1 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%.

We had outstanding balances averaging approximately $88.9 million on our unsecured lines of credit during the 2025 period compared to $36.0 million for the 2024 period.

In addition, $325.0 million of Daily SOFR interest rate swaps 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 $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 $616,000 from $807,000 to $191,000 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.

The 2024 period had higher investment income due to higher cash balances than were available in the 2025 period.

In addition, miscellaneous tax related expenses were higher in the 2025 period compared to the 2024 period.

EQUITY IN EARNINGS OF UNCONSOLIDATED JOINT VENTURES

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.

Equity in earnings of unconsolidated joint ventures decreased approximately $58,000 from $5.5 million to $5.4 million in the 2025 period compared to the 2024 period.

LIQUIDITY AND CAPITAL RESOURCES OF THE COMPANY

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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.

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.

As of June 30, 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 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.

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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.

In May 2025, the Board authorized the repurchase of up to $200.0 million of the Company’s outstanding 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.

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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 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.

The Company did not repurchase any shares for the three and six months ended June 30, 2025 or 2024.

The remaining amount of common shares authorized to be repurchased under the program as of June 30, 2025 was approximately $200 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 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.

LIQUIDITY AND CAPITAL RESOURCES OF THE OPERATING PARTNERSHIP

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We believe we achieve a strong and flexible financial position by attempting to:

(1) maintain a conservative leverage position relative to our portfolio when pursuing new development, expansion and acquisition opportunities, (2) extend and sequence debt maturities, (3) manage our interest rate risk through an appropriate mix of fixed and variable rate debt and interest rate hedging strategies, (4) maintain access to liquidity by using our lines of credit in a conservative manner and (5) preserve internally generated sources of capital by maintaining a conservative distribution payout ratio.

(1) maintain a conservative leverage position relative to our portfolio when pursuing new development, expansion and acquisition opportunities, (2) extend and sequence debt maturities, (3) manage our interest rate risk through an appropriate mix of fixed and variable rate debt and interest rate hedging strategies, (4) maintain access to liquidity by using our unsecured lines of credit in a conservative manner and (5) preserve internally generated sources of capital by maintaining a conservative distribution payout ratio.

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.

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Capital Expenditures

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,

The following table details our capital expenditures for consolidated centers for the six months ended June 30, 2025 and 2024 (in thousands):

Six months ended June 30,

2025 2024 Change

Capital expenditures analysis:

New developments and expansions (1)

New developments, investments and expansions (1)

$ 6,235 $ 13,533 $ (7,298)

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11,077 8,770 2,307

Additions to rental property-accrual basis

26,843 35,879 (9,036)

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Additions to rental property-cash basis $ 27,595 $ 49,091 $ (21,496)

(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.

(1) The decrease is primarily due to timing of new investments in the current year as compared to the prior year..

(2) The decrease 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 March 31, 2025, we have partial ownership interests in six unconsolidated centers totaling approximately 2.1 million square feet, including two centers in Canada.

As of June 30, 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 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.

There were no material changes in our contractual commitments during the six months ended June 30, 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 June 30, 2025.

Future Debt Obligations

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.

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

For the remainder of 2025 $ 763

Thereafter 461,700

Subtotal 1,535,168

Net discount and debt origination costs (9,237)

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.

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 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,

Based on applicable interest rates and scheduled debt maturities as of June 30, 2025, these interest obligations total approximately $59.2 million over the next twelve months.

The following table sets forth our changes in cash flows from June 30, 2025 and 2024 (in thousands):

Six months ended June 30,

2025 2024 Change

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Financing Arrangements

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.

As of June 30, 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 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.

As of June 30, 2025, we maintained unsecured lines of credit that provided for borrowings of up to $620.0 million The unsecured lines of credit as of June 30, 2025 included a $20.0 million liquidity line and a $600.0 million syndicated line, less our balance of $92.0 million.

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

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Equity Offerings under the ATM Offering Program

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.

As of June 30, 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 or second quarter of 2025 or during the first or second quarter of 2024.

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

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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.

No shares have been settled as of June 30, 2025 and shares can be settled at any time over the next 6-9 months, 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.

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

The average fixed pay rate of these swaps is 3.3%

In June 2025, we entered into forward starting interest rate swap agreements totaling $40,0 million that become effective August 1, 2026 and expire on October 1, 2027.

The average fixed pay rate of these swaps is 3.1%

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%.

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.

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 Adjusted SOFR + 2.0%.

In conjunction with this amendment, the joint venture entered into a $61.7 million interest rate swap that fixes Daily SOFR at 3.5% until April 2029.

Unconsolidated Real Estate Joint Ventures

In June 2025, the Galveston/Houston joint venture refinanced its mortgage loan to extend the maturity to June 2030, which included an increase in principal balance from $58 million to $60 million.

The refinancing also reduced the interest rate from 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.

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 March 31, 2025 are, in compliance with all of our debt covenants.

We have historically been, and at June 30, 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 March 31, 2025, we were in compliance with all financial and non-financial covenants related to our debt obligations.

As of June 30, 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 March 31, 2025 (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 June 30, 2025 (dollars in millions):

Joint Venture Ownership %

Venture Debt Maturity Date Maturity Date with Option Interest Rate Percent Guaranteed by the Operating Partnership Maximum Guaranteed Amount by the Company

Venture Debt Maturity Date Interest Rate

Charlotte 50% $ 96.9 July 2028 4.27%

Columbus 50% 71.0 October 2032 6.25%

Galveston/Houston 50% 58.0 June 2026 June 2028 SOFR + 3.00% 17.2 % 10.0

Galveston/Houston (1)

50% 60.0 June 2030 SOFR + 1.65%

National Harbor 50% 91.3 January 2030 4.63 %

Debt origination costs (1.8)

50% $ 316.5 $ 10.0

(1) 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.

Critical Accounting Estimates

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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 three months ended March 31, 2025.

There have been no material changes to these estimates during the six months ended June 30, 2025.

Recent Accounting Pronouncements

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Three months ended

Six months ended

June 30, June 30,

2025 2024 2025 2024

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

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Three months ended

Six months ended

June 30, June 30,

2025 2024 2025 2024

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

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Other non-property income

(468) (405) (508) (801)

Corporate general and administrative expenses 18,992 18,836 38,008 38,325

Non-cash adjustments (1)

(585) (366) (579) 242

Lease termination fees (271) (278) (721) (540)

7 unchanged sentences

Center Date Event

Little Rock December 2024 Acquired

Cleveland February 2025 Acquired

Howell March 2025 Held for Sale

Little Rock, AR

December 2024 Acquired

Cleveland, OH

February 2025 Acquired

April 2025 Sold

Adjusted EBITDA, EBITDAre and Adjusted EBITDAre

13 unchanged sentences

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

Three months ended

Three months ended Six months ended

June 30, June 30,

2025 2024 2025 2024

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

6 unchanged sentences

Adjusted EBITDA $ 84,415 $ 75,620 $ 161,399 $ 148,156

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

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

Three months ended

Three months ended Six months ended

June 30, June 30,

2025 2024 2025 2024

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

20 unchanged sentences

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 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.

For the total portfolio, including the Company’s pro rata share of unconsolidated joint ventures, as of June 30, 2025, we had lease renewals executed or in process for 64.9% of the space scheduled to expire during 2025 compared to 65.5% of the space scheduled to expire during 2024 that was executed or in process as of June 30, 2024.

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

3 unchanged sentences

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 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.

As of June 30, 2025, no one tenant (including affiliates) accounted for more than 7% of our aggregate square feet or 5% of our aggregate rental revenues.

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

1 unchanged sentence

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 95.8% and 96.6% as of March 31, 2025 and 2024, respectively.

Occupancy for our total portfolio, including our share of unconsolidated joint ventures, was 96.6% and 97.1% as of June 30, 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