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Item 2. Management’s Discussion and Analysis

2025-11-06 compared with 2025-08-06 · 147 added, 170 removed, 599 unchanged (35% of the section changed)

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

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

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

The results of operations discussion is combined for Tanger Inc.

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the impact of geopolitical conflicts;

the impact of a prolonged government shutdown;

the immediate and long-term impact of the outbreak of a highly infectious or contagious disease on our tenants and on our business (including the impact of actions taken to contain the outbreak or mitigate its impact);

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General Overview

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.

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.

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 one managed center totaling approximately 457,000 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 June 30, 2025 (square feet in thousands):

Consolidated Centers Unconsolidated Joint Venture Centers Managed Centers

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Cleveland, OH First Quarter 639 1 — — — —

Kansas City, KS Third Quarter 690 1 — — — —

Other 13 (301) (1)

As of June 30, 2025

As of September 30, 2025

13,988 34 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 June 30, 2025.

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

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

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Property Name Location Ownership % Feet (1)

Tanger Outlets Deer Park

Deer Park, NY

100 737,473 99.6

Tanger Outlets Riverhead

Riverhead, NY (1)

% Occupied (1)

Tanger Outlets Deer Park Deer Park, NY 100 737,473 100.0

Tanger Outlets Riverhead Riverhead, NY (2)

100 729,280 94.8

Bridge Street Town Centre, a Tanger Property

Huntsville, AL

Tanger Outlets Kansas City at Legends Kansas City, KS (3)

100 689,854 93.5

Bridge Street Town Centre, a Tanger Property Huntsville, AL 100 650,941 90.2

Pinecrest, a Tanger Property Cleveland, OH 100 638,396 98.5

Tanger Outlets Foley

100 554,736 96.0

Tanger Outlets Rehoboth Beach

Rehoboth Beach, DE (1)

100 547,937 99.6

Tanger Outlets Atlantic City

Atlantic City, NJ (1) (3)

Tanger Outlets Foley Foley, AL 100 554,736 96.9

Tanger Outlets Rehoboth Beach Rehoboth Beach, DE (2)

100 547,937 99.2

Tanger Outlets San Marcos

San Marcos, TX

Tanger Outlets Atlantic City Atlantic City, NJ (2) (3)

100 484,748 81.5

Tanger Outlets San Marcos San Marcos, TX 100 471,816 99.3

Tanger Outlets Savannah Savannah, GA 100 463,583 100.0

Tanger Outlets Sevierville

Sevierville, TN (1)

100 450,079 95.6

Tanger Outlets Myrtle Beach Hwy 501

Myrtle Beach, SC

100 426,523 94.8

Tanger Outlets Phoenix

100 410,753 99.2

Tanger Outlets Myrtle Beach Hwy 17

Myrtle Beach, SC (1)

100 404,341 100.0

Tanger Outlets Charleston

Charleston, SC

100 386,328 99.8

Tanger Outlets Asheville

Asheville, NC

100 381,600 95.2

Tanger Outlets Lancaster

Lancaster, PA

100 375,883 100.0

Tanger Outlets Pittsburgh

Pittsburgh, PA

100 373,863 96.4

Tanger Outlets Commerce

100 371,408 100.0

Tanger Outlets Grand Rapids

Grand Rapids, MI

100 357,133 93.4

Tanger Outlets Fort Worth

Fort Worth, TX

100 351,834 98.3

Tanger Outlets Daytona Beach

Daytona Beach, FL

100 351,691 99.7

Tanger Outlets Branson

100 329,861 100.0

Tanger Outlets Memphis

Southaven, MS (2) (3)

50 324,801 99.4

Tanger Outlets Atlanta

Locust Grove, GA

100 321,082 98.1

Tanger Outlets Gonzales

Tanger Outlets Sevierville Sevierville, TN (2)

100 450,079 97.3

Tanger Outlets Mebane

Tanger Outlets Myrtle Beach Hwy 501 Myrtle Beach, SC 100 426,523 97.6

Tanger Outlets Phoenix Glendale, AZ 100 410,753 100.0

Tanger Outlets Myrtle Beach Hwy 17 Myrtle Beach, SC (2)

100 404,341 100.0

Tanger Outlets Foxwoods

Mashantucket, CT (1)

Tanger Outlets Charleston Charleston, SC 100 386,328 100.0

Tanger Outlets Asheville Asheville, NC 100 381,600 97.4

Tanger Outlets Lancaster Lancaster, PA 100 375,883 98.7

Tanger Outlets Pittsburgh Pittsburgh, PA 100 373,863 99.7

Tanger Outlets Commerce Commerce, GA 100 371,408 100.0

Tanger Outlets Grand Rapids Grand Rapids, MI 100 357,133 98.7

Tanger Outlets Fort Worth Fort Worth, TX 100 351,834 99.1

Tanger Outlets Daytona Beach Daytona Beach, FL 100 351,691 100.0

Tanger Outlets Branson Branson, MO 100 329,861 100.0

Tanger Outlets Memphis Southaven, MS (3) (4)

50 325,831 100.0

Tanger Outlets Nashville

Nashville, TN

Tanger Outlets Atlanta Locust Grove, GA 100 321,082 100.0

Tanger Outlets Gonzales Gonzales, LA 100 321,066 95.8

Tanger Outlets Mebane Mebane, NC 100 319,762 100.0

Tanger Outlets Foxwoods Mashantucket, CT (2)

100 311,229 97.2

Tanger Outlets Nashville Nashville, TN 100 290,667 98.2

The Promenade at Chenal, a Tanger Property Little Rock, AR 100 269,642 97.6

Tanger Outlets Tilton

100 250,558 94.4

Tanger Outlets Hershey

100 249,696 99.2

Tanger Outlets Hilton Head II

Hilton Head, SC

100 206,564 95.6

Tanger Outlets Hilton Head I

Hilton Head, SC

100 182,735 100.0

Tanger Outlets Tilton Tilton, NH 100 250,558 95.3

Tanger Outlets Hershey Hershey, PA 100 249,696 100.0

Tanger Outlets Hilton Head II Hilton Head, SC 100 206,564 97.1

Tanger Outlets Hilton Head I Hilton Head, SC 100 182,735 100.0

13,988,893 97.4

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

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

(2) Based on capital contribution and distribution provisions in the joint venture agreement, we expect our economic interest in this venture’s cash flow to exceed our legal ownership percentage.

We currently receive substantially all the economic interest of the property.

(3) Property encumbered by mortgage.

See Notes 6 and 7 to the consolidated financial statements for further details of our debt obligations.

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

(4) Based on the capital contribution and distribution provisions in the joint venture agreement, we expect our economic interest in this venture’s cash flow to exceed our legal ownership percentage.

We currently receive substantially all the economic interest of the property.

Unconsolidated joint venture properties Legal Square

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Ownership % Feet (1)

% Occupied (1)

Charlotte Premium Outlets (2)

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Tanger Outlets Ottawa

50 357,213 99.6

Ottawa, Ontario 50 357,213 99.6

Tanger Outlets Columbus (2)

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Tanger Outlets Cookstown

Cookstown, ON

50 307,883 95.4

Cookstown, Ontario 50 307,883 96.7

2,112,876 98.3

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

(2) Property encumbered by a mortgage.

See Note 5 to the consolidated financial statements for further details of the joint venture debt obligations.

Location Square Feet

Managed Properties

Managed Property Location

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 June 30, 2025 and 2024:

Comparable Space for Executed Leases (1) (2)

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RESULTS OF OPERATIONS

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

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

Net income increased approximately $7.4 million in the 2025 period to $33.3 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:

• 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 rental revenues from a strengthened tenant mix and higher new and renewal rental rates related to the same center portfolio;

• higher rental revenues, operating expenses, depreciation and amortization from the acquisition of our center in Little Rock, AR during the fourth quarter of 2024, the Cleveland, OH center during the first quarter of 2025 and the Kansas City, KS center during the third quarter of 2025;

• decrease in net income from the sale of the Howell, MI center during the second quarter of 2025;

• 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 disposed

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

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

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 $ 126,014 $ 122,973 $ 3,041

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

Rental revenues from acquired properties and property disposed 9,337 1,612 7,725

Straight-line rent adjustments 1,774 374 1,400

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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 decreased approximately $94,000 in the 2025 period compared to the 2024 period.

Straight-line rent adjustment income has increased in conjunction with the additional properties added to the portfolio and the stronger lease execution results.

MANAGEMENT, LEASING AND OTHER SERVICE REVENUES

Management, leasing and other service revenues increased approximately $22,000 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 $ 881 $ 858 $ 23

Management and marketing fees

$ 867 $ 879 $ (12)

Leasing and other fees 252 237 15

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$ 2,507 $ 2,485 $ 22

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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General and administrative expenses increased approximately $399,000 from $18.2 million to $18.6 million in the 2025 period compared to the 2024 period.

The increase is primarily related to higher healthcare related costs, cybersecurity, and other professional fees.

DEPRECIATION AND AMORTIZATION

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$ 37,103 $ 35,376 $ 1,727

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.

The decrease in depreciation and amortization from existing properties was primarily due to lease cost related acquisition intangibles that became fully depreciated from prior acquisitions between the comparative periods.

INTEREST EXPENSE

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We had outstanding balances averaging approximately $81.8 million on our unsecured lines of credit during the 2025 period compared to $14.9 million for the 2024 period.

In addition, we assumed a $115.0 million interest-only mortgage with the acquisition of the Kansas City, KS center.

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.

Other income (expense) increased approximately $64,000 from ($52,000) to ($116,000) in the 2025 period compared to the 2024 period.

The 2025 period included higher corporate tax related expenses.

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

Equity in earnings of unconsolidated joint ventures increased approximately $1.9 million to $4.2 million from $2.3 million in the 2025 period compared to the 2024 period.

The increase was due to the refinance of the Galveston joint venture mortgage during the second quarter of 2025 that resulted in a lower interest rate and stronger comparative leasing results at our Charlotte joint venture.

Comparison of the nine months ended September 30, 2025 to the nine months ended September 30, 2024

Net income increased approximately $9.5 million in the 2025 period to $84.7 million as compared to net income of $75.2 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 rental revenues from a strengthened tenant mix and higher new and renewal rental rates related to the same center portfolio;

• decrease in net income from the sale of the Howell, MI center during the second quarter of 2025;

• 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.

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

RENTAL REVENUES

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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.

Straight-line rent adjustment income has increased in conjunction with the additional properties added to the portfolio and the stronger lease execution results.

MANAGEMENT, LEASING AND OTHER SERVICE REVENUES

Management, leasing and other service revenues increased approximately $57,000 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

Management and marketing fees

$ 2,621 $ 2,597 $ 24

Leasing and other fees 603 821 (218)

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GENERAL AND ADMINISTRATIVE EXPENSES

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.

General and administrative expenses increased approximately $81,000 from $56.5 million to $56.6 million in the 2025 period compared to the 2024 period.

IMPAIRMENT CHARGES

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$ 110,857 $ 103,410 $ 7,447

INTEREST EXPENSE

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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 assumed a $115.0 million interest-only mortgage with the acquisition of the Kansas City, KS center.

OTHER INCOME (EXPENSE)

Other income (expense) decreased approximately $680,000 from $755,000 to $75,000 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.

The 2025 period included higher corporate tax related expenses.

EQUITY IN EARNINGS OF UNCONSOLIDATED JOINT VENTURES

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.

Equity in earnings of unconsolidated joint ventures increased approximately $1.9 million from $7.8 million to $9.7 million in the 2025 period compared to the 2024 period.

LIQUIDITY AND CAPITAL RESOURCES OF THE COMPANY

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ATM Offering Program

Under our ATM Offering program, which commenced in February 2021, and replaced with a new program in February 2025, we may offer and sell our common shares, having an aggregate gross sales price of up to $400.0 million.

Under our ATM Offering program, we may offer and sell our common shares, having an aggregate gross sales price of up to $400.0 million.

We may sell the common shares in amounts and at times to be determined by us but we have no obligation to sell any of the common shares.

Actual sales, if any, will depend on a variety of factors to be determined by us from time to time, including, among other things, market conditions, the trading price of the common shares, capital needs and determinations by us of the appropriate sources of its funding.

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.

As of September 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 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 Legends Outlets in Kansas City, Kansas.

Share Repurchase Program

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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 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.

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

The remaining amount of common shares authorized to be repurchased under the program as of September 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.

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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.

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.

LIQUIDITY AND CAPITAL RESOURCES OF THE OPERATING PARTNERSHIP

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Capital Expenditures

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,

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

Nine months ended September 30,

2025 2024 Change

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$ 15,050 $ 19,036 $ (3,986)

Renovations (2)

4,701 5,378 (677)

Second generation tenant allowances (2)

12,154 20,858 (8,704)

Other capital expenditures

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(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.

(2) The decrease is due to timing of payment of second generation tenant allowances 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 June 30, 2025, we have partial ownership interests in six unconsolidated centers totaling approximately 2.1 million square feet, including two centers in Canada.

As of September 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 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.

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

Future Debt Obligations

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

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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.

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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 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,

Based on applicable interest rates and scheduled debt maturities as of September 30, 2025, these interest obligations total approximately $63.3 million over the next twelve months.

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

Nine months ended September 30,

2025 2024 Change

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Effect of foreign currency rate changes on cash and equivalents 171 76 95

Net decrease in cash and cash equivalents $ (37,393) $ (3,562) $ (33,831)

Net increase (decrease) in cash and cash equivalents $ 3,260 $ (1,742) $ 5,002

Operating Activities

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Investing Activities

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

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

Financing Activities

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

Net cash provided by financing activities increased period over period primarily due to higher proceeds from common share issuances under our ATM program, related to the settlement of our forward equity, and higher net borrowings on our unsecured lines of credit.

Financing Arrangements

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.

As of September 30, 2025, unsecured borrowings represented 89% of our outstanding debt and 93% 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 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.

As of September 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 September 30, 2025 included a $20.0 million liquidity line and a $600.0 million syndicated line, less our balance of $60.0 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 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.

As of September 30, 2025, we have a remaining authorization of $400.0 million of common shares under the ATM Offering program.

Aside from the settlement of our Forward Sale Agreements, there were no sales of our common shares in the first three quarters of 2025.

During the third quarter of 2024, we sold 818,943 shares under the ATM Offering Program at an average share price of $30.53 for total net proceeds of $24.7 million.

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

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

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.

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.

During the nine months ended September 30, 2025, we settled all of these shares for total proceeds of $69.3 million.

In the fourth quarter of 2024, we sold 2.6 million shares at an average price of $35.57 for total gross proceeds of $90.9 million.

Acquisition-Related Mortgage Assumption

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 that matures in November 2027.

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

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 related to 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).

Forward Starting Interest Rate Derivatives

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.

In the second quarter 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.

Also in the second quarter 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%.

In the third quarter of 2025, we entered into forward starting interest rate swap agreements totaling $35.0 million that become effective August 1, 2026 and have an average fixed pay rate of 3.1%.

$10 million of these forward starting swaps expire on October 1, 2027 and the remaining $25 million expire on April 1, 2028.

Consolidated Real Estate Joint Ventures

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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 June 30, 2025 are, in compliance with all of our debt covenants.

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

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

Joint Venture Ownership %

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

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

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

Recent Accounting Pronouncements

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Six months ended

June 30, June 30,

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September 30, September 30,

2025 2024 2025 2024

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February 2025 Acquired

Kansas City, KS September 2025 Acquired

April 2025 Sold

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We determine EBITDAre based on the definition set forth by Nareit, which is defined as net income (loss) available to the Company’s common shareholders computed in accordance with GAAP before net interest expense, income taxes (if applicable), depreciation and amortization, gains and losses on sale of operating properties, gains and losses on change of control and impairment write-downs of depreciated property and of investment in unconsolidated joint ventures caused by a decrease in value of depreciated property in the affiliate and after adjustments to reflect our share of the EBITDAre of unconsolidated joint ventures.

Adjusted EBITDAre is defined as EBITDAre excluding gains and losses on early extinguishment of debt, net, casualty gains and losses, compensation related to voluntary retirement plan and other executive officer severance, gain on sale of non-real estate asset, gains and losses on sale of outparcels, and other items that that we do not consider indicative of the Company's ongoing operating performance.

Adjusted EBITDAre is defined as EBITDAre excluding gains and losses on early extinguishment of debt, net, casualty gains and losses, compensation related to voluntary retirement plan and other executive officer severance, gain on sale of non-real estate asset, gains and losses on sale of outparcels, and other items that we do not consider indicative of the Company's ongoing operating performance.

We present Adjusted EBITDA, EBITDAre and Adjusted EBITDAre as we believe they are useful for investors, creditors and rating agencies as they provide additional performance measures that are independent of a Company’s existing capital structure to facilitate the evaluation and comparison of the Company’s operating performance to other REITs and provide a more consistent metric for comparing the operating performance of the Company’s real estate between periods.

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Below is a reconciliation of Net Income to Adjusted EBITDA (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

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

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June 30, June 30,

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September 30, September 30,

2025 2024 2025 2024

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

For the total portfolio, including the Company’s pro rata share of unconsolidated joint ventures, as of 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.

For the total portfolio, including the Company’s pro rata share of unconsolidated joint ventures, as of September 30, 2025, we had lease renewals executed or in process for 72.7% of the space scheduled to expire during 2025 compared to 72.5% of the space scheduled to expire during 2024 that was executed or in process as of September 30, 2024.

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

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

As of 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.

As of September 30, 2025, no one tenant (including affiliates) accounted for more than 7% of our aggregate square feet or 5.1% 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 96.6% and 97.1% as of June 30, 2025 and 2024, respectively.

Occupancy for our total portfolio, including our share of unconsolidated joint ventures, was 97.4% and 97.4% as of September 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