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Item 1. Financial Statements

2025-11-06 compared with 2025-08-06 · 214 added, 134 removed, 657 unchanged (35% of the section changed)

3 unchanged sentences

(In thousands, except unit data, unaudited)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Rental property:

6 unchanged sentences

Cash and cash equivalents 12,761 46,700

Restricted cash 37,199 —

Investments in unconsolidated joint ventures 65,695 65,665

15 unchanged sentences

Partners’ Equity:

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

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

Limited partners, 4,662,904 and 4,707,958 Class A common units, and 113,865,168 and 111,488,633 Class B common units outstanding at September 30, 2025 and December 31, 2024, respectively

753,680 699,711

8 unchanged sentences

(In thousands, except per unit data, unaudited)

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

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

2025 2024 2025 2024

27 unchanged sentences

(In thousands, unaudited)

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

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

2025 2024 2025 2024

3 unchanged sentences

Changes in fair value of cash flow hedges ( 186 ) ( 6,894 ) ( 2,284 ) ( 3,007 )

Other comprehensive income (loss) 1,132 640 ( 750 ) 2,975

Other comprehensive loss ( 558 ) ( 7,033 ) ( 1,308 ) ( 4,058 )

Comprehensive income 32,790 18,897 83,369 71,093

6 unchanged sentences

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

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

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

Net income 259 25,671 — 25,930 — 25,930

Other comprehensive income — — 640 640 — 640

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

Compensation under Incentive Award Plan — 2,901 — 2,901 — 2,901

1 unchanged sentence

— 633 — 633 — 633

Forfeiture of 13,816 restricted common share awards

Forfeiture of 4,540 restricted common units

Issuance of 818,943 limited partner units

— 24,070 — 24,070 — 24,070

Withholding of 5,267 common units for employee income taxes

— ( 141 ) — ( 141 ) — ( 141 )

Common distributions ($ 0.275 per unit)

( 316 ) ( 30,992 ) — ( 31,308 ) ( 31,308 )

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

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

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

1 unchanged sentence

Net income 754 74,477 — 75,231 ( 80 ) 75,151

Other comprehensive income — — 2,975 2,975 — 2,975

Other comprehensive loss — — ( 4,058 ) ( 4,058 ) — ( 4,058 )

Compensation under Incentive Award Plan — 9,159 — 9,159 — 9,159

1 unchanged sentence

— 1,166 — 1,166 — 1,166

Issuance of 818,943 limited partner units

— 24,070 — 24,070 — 24,070

Grant of 770,265 restricted common share awards by the Company, net of forfeitures

5 unchanged sentences

( 931 ) ( 92,653 ) — ( 93,584 ) ( 93,584 )

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

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

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

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

Net income 350 32,998 — 33,348 — 33,348

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

Other comprehensive loss — — ( 558 ) ( 558 ) — ( 558 )

Compensation under Incentive Award Plan — 3,321 — 3,321 — 3,321

Issuance of 25,400 common units upon exercise of options

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

— 315 — 315 — 315

Issuance of 1,915,762 limited partner units

— 68,886 — 68,886 — 68,886

Common distributions ($ 0.2925 per unit)

( 366 ) ( 34,137 ) — ( 34,503 ) — ( 34,503 )

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

Balance, September 30, 2025 $ 8,909 $ 753,680 $ ( 30,438 ) $ 732,151 $ — $ 732,151

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

6 unchanged sentences

— 358 — 358 — 358

Issuance of 1,915,762 limited partner units

— 68,886 — 68,886 — 68,886

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

3 unchanged sentences

( 1,076 ) ( 101,452 ) — ( 102,528 ) — ( 102,528 )

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

Balance, September 30, 2025 $ 8,909 $ 753,680 $ ( 30,438 ) $ 732,151 $ — $ 732,151

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

2 unchanged sentences

(In thousands, unaudited)

Six months ended June 30,

Nine months ended September 30,

OPERATING ACTIVITIES

31 unchanged sentences

Repayments of notes, mortgages and loans ( 1,116 ) ( 3,813 )

Issuance of units, including transaction costs

68,886 24,070

Employee income taxes paid related to shares withheld upon vesting of equity awards ( 7,261 ) ( 10,665 )

6 unchanged sentences

Effect of foreign currency on cash and cash equivalents 171 76

Net decrease in cash and cash equivalents ( 37,393 ) ( 3,562 )

Cash and cash equivalents, beginning of period 46,700 12,572

Cash and cash equivalents, end of period $ 9,307 $ 9,010

Net increase (decrease) in cash, cash equivalents and restricted cash

3,260 ( 1,742 )

Cash, cash equivalents and restricted cash beginning of period 46,700 12,572

Cash, cash equivalents and restricted cash end of period $ 49,960 $ 10,830

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

4 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 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.

As of September 30, 2025, we owned and operated 31 consolidated outlet centers and three open-air lifestyle centers, with a total gross leasable area of approximately 14.0 million square feet, which were 97.4 % occupied and contained over 2,600 stores representing approximately 750 store brands.

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

13 unchanged sentences

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

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.

As of September 30, 2025, the Company and its wholly-owned subsidiaries owned 115,115,168 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.

31 unchanged sentences

Our estimate of the collectability of accrued rents and accounts receivable is based on the best information available to us at the time of preparing the financial statements.

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

Straight-line rent adjustments recorded as a receivable in prepaids and other assets on the consolidated balance sheets was approximately $ 51.0 million as of September 30, 2025.

Impairment of Long-Lived Assets

18 unchanged sentences

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

We accounted for the transaction as an asset acquisition and additionally capitalized approximately $ 905,000 in transaction costs once the acquisition was deemed probable.

The assets acquired were recorded at relative fair value as determined by management, with the assistance of third- party valuation specialists, based on information available at the acquisition dates and on current assumptions as to future operations (See Note 2).

The consideration transferred to complete this rental property acquisition and the purchase price allocation amongst the identifiable assets acquired and liabilities assumed was as follows:

We accounted for the transaction as an asset acquisition and additionally capitalized approximately $ 905,000 in transaction costs.

Kansas City, Kansas

In September 2025, we purchased the Legends Outlets in Kansas City, Kansas, a 690,000-square-foot open-air outlet center, for $ 130.0 million, including the assumption of a $ 115.0 million, 7.57 % interest-only mortgage, with an effective rate of 6.0 % (see Note 7), that matures in November 2027.

We accounted for the transaction as an asset acquisition and additionally capitalized approximately $ 1.5 million in transaction costs.

In conjunction with the loan assumption, we placed $ 37.2 million into interest-bearing reserve accounts primarily to meet the loan to cost ratio as defined in the loan agreement as well as certain property tax and insurance escrows.

The reserves are included within restricted cash on the consolidated balance sheets.

The reserves can be accessed and used for qualifying tax, insurance and capital expenditures at the property and any remaining funds can be returned to us when the loan is repaid.

The cash required for this acquisition was funded with a portion of the September 2025 settlement of previously issued forward equity from the fourth quarter of 2024 (see Note 10).

The assets acquired in the above acquisitions were recorded at relative fair value as determined by management, with the assistance of third-party valuation specialists, based on information available at the acquisition dates and on current assumptions as to future operations (See Note 2).

The aggregate fair value purchase price of the properties acquired during the nine months ended September 30, 2025 has been allocated as follows:

Fair value (in thousands) Weighted-Average Amortization Period (in years)

6 unchanged sentences

Total deferred lease costs and other intangibles, net 27,007

Total fair value of assets acquired $ 167,905

There was no contingent consideration associated with this acquisition.

Total fair value of net assets acquired $ 299,355

There was no contingent consideration associated with these acquisitions.

Disposition of Property

1 unchanged sentence

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.

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

The following table sets forth the property sold during the nine months ended September 30, 2025 (in thousands):

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

3 unchanged sentences

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

As of June 30, 2025

As of September 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 $ 1.8 million as of June 30, 2025 and $ 1.6 million as of December 31, 2024.

(1) Net of debt origination costs of $ 1.7 million as of September 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.

4 unchanged sentences

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 Six months ended

June 30, June 30,

Three months ended Nine months ended

September 30, September 30,

2025 2024 2025 2024

5 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 $ 2.6 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.

The differences in basis (totaling $ 1.9 million and $ 2.4 million as of September 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):

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Land $ 79,108 $ 79,920

14 unchanged sentences

Total liabilities and owners’ equity $ 351,046 $ 354,751

Three months ended Six months ended

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

Three months ended Nine months ended

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

2025 2024 2025 2024

14 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 $ 528.0 million remains available as of June 30, 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 $ 560.0 million remains available as of September 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):

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Unsecured lines of credit $ 60,000 $ —

2 unchanged sentences

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

June 30, 2025 December 31, 2024

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

September 30, 2025 December 31, 2024

Stated Interest Rate(s) Effective Rate (1)

Maturity Date Maturity Date With Extension Option Principal Book Value (2)

Principal Book Value (2)

Senior, unsecured notes:

Senior notes 3.125 % September 2026 $ 350,000 $ 349,338 $ 350,000 $ 349,045

Senior notes 3.125 % 3.2 % Sept.

2026 $ 350,000 $ 349,484 $ 350,000 $ 349,045

Senior notes 3.875 % 3.9 % July 2027 300,000 299,266 300,000 298,956

Senior notes 2.750 % September 2031 400,000 394,156 400,000 393,710

Senior notes 2.750 % 2.9 % Sept.

2031 400,000 394,381 400,000 393,710

Unsecured term loan (3)

Adj SOFR + 0.94 % January 2027 January 2028 325,000 323,617 325,000 323,182

Adj SOFR+ 0.94 % 4.9 % Jan.

2028 325,000 323,831 325,000 323,182

Mortgages payable:

Atlantic City (3) (4)

6.44 % December 2026 6,468 6,565 7,206 7,341

6.44 % 5.1% Dec.

2026 6,090 6,165 7,206 7,341

Kansas City (5)

7.57 % 6.0 % Nov.

2027 115,000 118,760 — —

Southaven (3) (6)

2 unchanged sentences

$ 1,617,790 $ 1,613,012 $ 1,433,906 $ 1,423,759

(1) Includes the impact of discounts and premiums, mark-to-market adjustments for mortgages assumed in conjunction with property acquisitions and interest rate swap agreements, as applicable.

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

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.

These costs were $ 4.8 million and $ 10.1 million as of September 30, 2025 and December 31, 2024, respectively.

This excludes $ 6.1 million and $ 7.4 million of unamortized debt origination costs related to the unsecured lines of credit at September 30, 2025 and December 31, 2024, respectively, recorded in prepaids and other assets in the consolidated balance sheet.

(3) 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.

(5) The effective interest rate assigned during the purchase price allocation to the Atlantic City mortgage assumed during the acquisition in 2011 was 5.1 %.

The effective interest rate assigned during the purchase price allocation to the Kansas City mortgage assumed as part of the acquisition in 2025 was 6.0 %.

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

1 unchanged sentence

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.

In September 2025, we assumed a $ 115.0 million 7.57 % interest only mortgage that matures in November 2027 in conjunction with the acquisition of the Legends Outlets in Kansas City, Kansas.

The effective interest rate calculated as part of the purchase price allocation was 6.0 %.

Certain of our properties, which had a net book value of approximately $ 258.7 million at September 30, 2025, serve as collateral for mortgages payable.

As of September 30, 2025, we maintained unsecured lines of credit that provided for borrowings of up to $ 620.0 million which had $ 60.0 million borrowed.

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

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

Calendar Year Amount

4 unchanged sentences

Total $ 1,613,012

(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.

(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 $ 60.0 million outstanding at September 30, 2025 which matures in 2028.

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

1 unchanged sentence

These other sources include but are not limited to:

existing cash, ongoing relationships with certain financial institutions, our ability to sell debt or issue equity subject to market conditions, proceeds from forward share issuance contracts and proceeds from the potential sale of non-core assets.

existing cash, ongoing relationships with certain financial institutions, our ability to sell debt or issue equity subject to market conditions, and proceeds from the potential sale of non-core assets.

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

1 unchanged sentence

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

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

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

Assets (Liabilities) (1) :

8 unchanged sentences

August 1, 2026 October 1, 2027 50,000 Daily SOFR 3.1 % ( 8 ) —

August 1, 2026 April 1, 2028 25,000 Daily SOFR 3.1 % 8 —

Total $ 150,000 3.2 % $ ( 154 ) $ —

4 unchanged sentences

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

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

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

2025 2024 2025 2024

12 unchanged sentences

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

Fair value as of June 30, 2025:

Fair value as of September 30, 2025:

Interest rate swaps (prepaids and other assets) $ 322 — $ 322 $ —

12 unchanged sentences

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):

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

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

12 unchanged sentences

Dividend Declaration

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

In July 2025, the Company's Board of Directors (the “Board”) declared a $ 0.2925 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.

At-the-Market Offering

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

Under our at-the-market stock offering (“ATM Offering”) program, we may offer and sell our common shares, $ 0.01 par value per share, having an aggregate gross sales price of up to $ 400 million.

The ATM Offering includes forward sales capability detailed in the “Forward Sale Agreements” section below.

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.

1 unchanged sentence

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 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.

As of September 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 nine months ended September 30, 2025.

During the third quarter of 2025, we settled all of the previously sold forward shares that were sold during 2024, as discussed in the Forward Sale Agreements section below.

For the three and nine months ended September 30, 2024, we sold 818,943 shares under the ATM Offering Program at an average share price of $ 30.53 for total gross proceeds of $ 25.0 million.

In the fourth quarter of 2024, we also sold 2.6 million shares at an average price of $ 35.57 for total gross proceeds of $ 90.9 million and 1.9 million shares subject to forward sale agreements at an initial forward sale price of $ 36.40 for estimated aggregate gross value of $ 69.7 million as outlined below.

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.

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.

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.

During the fourth quarter of 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.

In September 2025, we settled all of these shares for total proceeds of $ 69.3 million.

A portion of the proceeds were used to fund the acquisition of the Legends Outlets in Kansas City, Kansas.

Share Repurchase Program

3 unchanged sentences

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

The Company did not repurchase any common shares in both the three and 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.

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

The remaining amount of common shares authorized to be repurchased under the share repurchase program as of September 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 and six months ended June 30, 2025 and June 30, 2024:

The following table sets forth the changes in outstanding partnership units for the three and nine months ended September 30, 2025 and September 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

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

Options exercised — — 45,625 45,625

Issuance of units — — 818,943 818,943

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

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

Units withheld for employee income taxes — — ( 5,267 ) ( 5,267 )

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

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

Options exercised — — 70,625 70,625

Issuance of units — — 818,943 818,943

Grant of restricted common share awards by the Company, net of forfeitures — — 770,265 770,265

1 unchanged sentence

Units withheld for employee income taxes — — ( 381,166 ) ( 381,166 )

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

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

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

Options exercised — — 25,400 25,400

Issuance of units — — — —

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

Settlement of Forward Equity Sale Agreements — — 1,915,762 1,915,762

Balance September 30, 2025 1,250,000 4,662,904 113,865,168 118,528,072

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

2 unchanged sentences

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

Settlement of Forward Equity Sale Agreements — — 1,915,762 1,915,762

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

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

Balance September 30, 2025 1,250,000 4,662,904 113,865,168 118,528,072

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 June 30, Six months ended June 30,

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

2025 2024 2025 2024

14 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 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.

For the three and nine months ended September 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 nine months ended September 30, 2024, approximately 120,000 notional units were excluded from the computation.

With respect to outstanding options, the effect of dilutive common shares is determined using the treasury stock method, whereby outstanding options are assumed exercised at the beginning of the reporting period and the exercise proceeds from such options and the average measured but unrecognized compensation cost during the period are assumed to be used to repurchase our common shares at the average market price during the period.

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

For the three and nine months ended September 30, 2025, and September 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 June 30, Six months ended June 30,

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

2025 2024 2025 2024

12 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 and six months ended June 30, 2024, 122,375 notional units were excluded from the computation.

For the three and nine months ended September 30, 2024, approximately 120,000 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 and six months ended June 30, 2025 and June 30, 2024, no options were excluded from the computation.

For the three and nine months ended September 30, 2025 and September 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.

12 unchanged sentences

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

Three months ended Six months ended

June 30, June 30,

Three months ended Nine months ended

September 30, September 30,

2025 2024 2025 2024

6 unchanged sentences

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

Three months ended Six months ended

June 30, June 30,

Three months ended Nine months ended

September 30, September 30,

2025 2024 2025 2024

6 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 six months ended June 30, 2025 and 2024, respectively.

The total number of shares withheld upon vesting or settlement were approximately 212,000 and 381,000 for the nine months ended September 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 six months ended June 30, 2025 and 2024, respectively.

Total amounts paid for the employees’ tax obligation to taxing authorities were $ 7.3 million and $ 10.7 million for the nine months ended September 30, 2025 and 2024, respectively.

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

24 unchanged sentences

(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 six months ended June 30, 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 nine months ended September 30, 2025, were determined at the grant dates using a Monte Carlo simulation pricing model and the following assumptions:

Risk free interest rate (1)

10 unchanged sentences

Accumulated Other Comprehensive Income (Loss) of the Company

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

Other comprehensive income before reclassifications ( 357 ) — ( 357 ) ( 11 ) — ( 11 )

Reclassifications out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges — ( 179 ) ( 179 ) — ( 7 ) ( 7 )

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

Balance September 30, 2025 $ ( 26,951 ) $ ( 1,993 ) $ ( 28,944 ) $ ( 1,405 ) $ ( 89 ) $ ( 1,494 )

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

4 unchanged sentences

— ( 2,191 ) ( 2,191 ) — ( 93 ) ( 93 )

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

Balance September 30, 2025 $ ( 26,951 ) $ ( 1,993 ) $ ( 28,944 ) $ ( 1,405 ) $ ( 89 ) $ ( 1,494 )

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 )

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

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

1 unchanged sentence

— ( 6,573 ) ( 6,573 ) — ( 320 ) ( 320 )

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

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

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

4 unchanged sentences

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

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.

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

We expect within the next twelve months to reclassify into earnings as a decrease to interest expense approximately $ 638,000 of the amounts recorded within accumulated other comprehensive income related to the interest rate swap agreements in effect as of September 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 and six months ended June 30, 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 nine months ended September 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 )

Other comprehensive loss before reclassifications

( 372 ) — ( 372 )

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges — ( 186 ) ( 186 )

Balance September 30, 2025 $ ( 28,358 ) $ ( 2,080 ) $ ( 30,438 )

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

3 unchanged sentences

— ( 2,284 ) ( 2,284 )

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

Balance September 30, 2025 $ ( 28,358 ) $ ( 2,080 ) $ ( 30,438 )

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 )

Other comprehensive loss before reclassifications

( 140 ) — ( 140 )

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

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

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

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

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

Other comprehensive loss before reclassifications

( 1,053 ) — ( 1,053 )

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

— ( 3,007 ) ( 3,007 )

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

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

Segment Reporting

5 unchanged sentences

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 and six months ended June 30, 2025 and June 30, 2024:

Three months ended Six months ended

June 30, June 30,

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

Three months ended Nine months ended

September 30, September 30,

2025 2024 2025 2024

21 unchanged sentences

Lease Agreements

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.

As of September 30, 2025, we were the lessor to over 2,600 stores in our 34 consolidated centers, under operating leases with initial terms that expire from 2025 to 2039, with certain agreements containing extension options.

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

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

Three months ended Six months ended

June 30, June 30,

Three months ended Nine months ended

September 30, September 30,

2025 2024 2025 2024

7 unchanged sentences

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

June 30, 2025 June 30, 2024

September 30, 2025 September 30, 2024

Costs relating to construction included in accounts payable and accrued expenses $ 16,187 $ 19,059

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

Six months ended

Nine months ended

September 30,

Interest paid $ 53,088 $ 49,370

Non-cash financing activities that occurred during the third quarter of 2025 include the assumption of mortgage debt in the amount of $ 115.0 million, including net premiums of $ 3.8 million, related to the acquisition of our center in Kansas City, KS.

The following table summarizes cash, cash equivalents and restricted cash (in thousands) for the Company:

Nine months ended

September 30,

Beginning of period:

Cash and cash equivalents

$ 46,992 $ 12,778

Restricted cash

Cash, cash equivalents, and restricted cash

$ 46,992 $ 12,778

End of period:

Cash and cash equivalents

$ 13,029 $ 11,053

Restricted cash

Cash, cash equivalents, and restricted cash

$ 50,228 $ 11,053

The following table summarizes cash, cash equivalents and restricted cash (in thousands) for the Operating Partnership:

Nine months ended

September 30,

Beginning of period:

Cash and cash equivalents

$ 46,700 $ 12,572

Restricted cash

Cash, cash equivalents, and restricted cash

$ 46,700 $ 12,572

End of period:

Cash and cash equivalents

$ 12,761 $ 10,830

Restricted cash

Cash, cash equivalents, and restricted cash

$ 49,960 $ 10,830

New Accounting Pronouncements

Recently issued accounting standards

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

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

The following table provides a brief description of recent accounting pronouncements and the expected impact on our financial statements:

Date of Adoption

Effect on the financial statements or other significant matters

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

Improvements to Reportable Segment Disclosures

ASU 2023-07 requires, among other updates, enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker.

2 unchanged sentences

Early adoption is permitted.

January 1, 2024

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

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

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

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

ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures

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):

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

January 1, 2025

Adopting this guidance is not expected to have a material impact on our financial statement disclosures.

ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses

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

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

January 1, 2027

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

ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40)

ASU 2025-06 requires companies capitalize internal use software costs when management has authorized and committed to funding the software project and when it has been determined that it is probable that the project will be completed and the software will be suited to perform the function intended.

This guidance is effective for fiscal years beginning after December 15, 2027, and interim periods beginning in 2028.

January 1, 2028

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

Subsequent Events

Dividend Declaration

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 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 %.

In October 2025, the Board declared a $ 0.2925 quarterly cash dividend per common share payable on November 14, 2025 to each shareholder of record on October 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.

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