TANGER INC. 10-Q

Item 1 - Financial Statements of Tanger Properties Limited Partnership TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except unit data, unaudited) September 30, 2025 December 31, 2024 Assets Rental property: Land $ 342,203 $ 311,355 Buildings, improvements and fixtures 3,318,981 3,089,239 Construction in progress 18,310 7,453 3,679,494 3,408,047 Accumulated depreciation ( 1,483,480 ) ( 1,428,017 ) Total rental property, net 2,196,014 1,980,030 Cash and cash equivalents 12,761 46,700 Restricted cash 37,199 — Investments in unconsolidated joint ventures 65,695 65,665 Deferred lease costs and other intangibles, net 115,999 85,028 Operating lease right-of-use assets 81,741 76,099 Prepaids and other assets 125,805 126,852 Total assets $ 2,635,214 $ 2,380,374 Liabilities and Equity Liabilities Debt: Senior, unsecured notes, net $ 1,043,131 $ 1,041,710 Unsecured term loan, net 323,831 323,182 Mortgages payable, net 186,050 58,867 Unsecured lines of credit 60,000 — Total debt 1,613,012 1,423,759 Accounts payable and accrued expenses 97,804 106,966 Operating lease liabilities 90,071 84,499 Other liabilities 102,176 85,476 Total liabilities 1,903,063 1,700,700 Commitments and contingencies Equity Partners’ Equity: General partner, 1,250,000 and 1,250,000 units outstanding at September 30, 2025 and December 31, 2024, respectively 8,909 9,094 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 Accumulated other comprehensive loss ( 30,438 ) ( 29,131 ) Total partners’ equity 732,151 679,674 Noncontrolling interests in consolidated partnerships — — Total equity 732,151 679,674 Total liabilities and equity $ 2,635,214 $ 2,380,374 The accompanying notes are an integral part of these consolidated financial statements. 11 TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per unit data, unaudited) Three months ended September 30, Nine months ended September 30, 2025 2024 2025 2024 Revenues: Rental revenue $ 137,225 $ 125,221 $ 399,945 $ 365,349 Management, leasing and other services 2,507 2,485 7,152 7,095 Other revenue 5,476 5,295 14,168 12,884 Total revenues 145,208 133,001 421,265 385,328 Expenses: Property operating 43,809 40,247 126,002 113,261 General and administrative 18,614 18,215 56,599 56,518 Impairment charge — — 4,249 — Depreciation and amortization 37,103 35,376 110,857 103,410 Total expenses 99,526 93,838 297,707 273,189 Other income (expense): Interest expense ( 16,439 ) ( 15,493 ) ( 48,610 ) ( 45,546 ) Other income (expense) ( 116 ) ( 52 ) 75 755 Total other income (expense) ( 16,555 ) ( 15,545 ) ( 48,535 ) ( 44,791 ) Income before equity in earnings of unconsolidated joint ventures 29,127 23,618 75,023 67,348 Equity in earnings of unconsolidated joint ventures 4,221 2,312 9,654 7,803 Net income 33,348 25,930 84,677 75,151 Noncontrolling interests in consolidated partnerships — — — 80 Net income available to partners 33,348 25,930 84,677 75,231 Net income available to limited partners 32,998 25,671 83,786 74,477 Net income available to general partner $ 350 $ 259 $ 891 $ 754 Basic earnings per common unit: Net income $ 0.28 $ 0.23 $ 0.72 $ 0.66 Diluted earnings per common unit: Net income $ 0.28 $ 0.22 $ 0.71 $ 0.65 The accompanying notes are an integral part of these consolidated financial statements. 12 TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands, unaudited) Three months ended September 30, Nine months ended September 30, 2025 2024 2025 2024 Net income $ 33,348 $ 25,930 $ 84,677 $ 75,151 Other comprehensive income (loss): Foreign currency translation adjustments ( 372 ) ( 139 ) 976 ( 1,051 ) Changes in fair value of cash flow hedges ( 186 ) ( 6,894 ) ( 2,284 ) ( 3,007 ) Other comprehensive loss ( 558 ) ( 7,033 ) ( 1,308 ) ( 4,058 ) Comprehensive income 32,790 18,897 83,369 71,093 Comprehensive income attributable to noncontrolling interests in consolidated partnerships — — — 80 Comprehensive income attributable to the Operating Partnership $ 32,790 $ 18,897 $ 83,369 $ 71,173 The accompanying notes are an integral part of these consolidated financial statements. 13 TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EQUITY (In thousands, except unit and per unit data, unaudited) General partner Limited partners Accumulated other comprehensive loss Total partners’ equity Noncontrolling interests in consolidated partnerships Total equity 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 loss — — ( 7,033 ) ( 7,033 ) — ( 7,033 ) Compensation under Incentive Award Plan — 2,901 — 2,901 — 2,901 Issuance of 45,625 common units upon exercise of options — 633 — 633 — 633 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, 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, December 31, 2023 5,776 610,330 ( 24,793 ) 591,313 — 591,313 Net income 754 74,477 — 75,231 ( 80 ) 75,151 Other comprehensive loss — — ( 4,058 ) ( 4,058 ) — ( 4,058 ) Compensation under Incentive Award Plan — 9,159 — 9,159 — 9,159 Issuance of 70,625 common units upon exercise of options — 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 — — — — — — Issuance of 136,469 deferred units — — — — — — Withholding of 381,166 common units for employee income taxes — ( 10,665 ) — ( 10,665 ) — ( 10,665 ) Contributions from noncontrolling interests in consolidated partnerships — — — — 80 80 Common distributions ($ 0.81 per unit) ( 931 ) ( 92,653 ) — ( 93,584 ) ( 93,584 ) Balance, September 30, 2024 $ 5,599 $ 615,884 $ ( 28,851 ) $ 592,632 $ — $ 592,632 14 General partner Limited partners Accumulated other comprehensive loss Total partners’ equity Noncontrolling interests in consolidated partnerships Total equity 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 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 — 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, 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 Balance, December 31, 2024 $ 9,094 $ 699,710 $ ( 29,130 ) $ 679,674 $ — $ 679,674 Net income 891 83,786 — 84,677 — 84,677 Other comprehensive loss — — ( 1,308 ) ( 1,308 ) — ( 1,308 ) Compensation under Incentive Award Plan — 9,653 — 9,653 — 9,653 Issuance of 31,400 common units upon exercise of options — 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 — — — — — — Withholding of 211,605 common units for employee income taxes — ( 7,261 ) — ( 7,261 ) — ( 7,261 ) Common distributions ($ 0.86 per unit) ( 1,076 ) ( 101,452 ) — ( 102,528 ) — ( 102,528 ) 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. 15 TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands, unaudited) Nine months ended September 30, 2025 2024 OPERATING ACTIVITIES Net income $ 84,677 $ 75,151 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 110,857 103,410 Impairment charge 4,249 — Amortization of deferred financing costs 2,801 2,609 Equity in earnings of unconsolidated joint ventures ( 9,654 ) ( 7,803 ) Equity-based compensation expense 9,471 8,980 Amortization of debt discounts, net 550 548 Amortization (accretion) of market rent rate adjustments, net ( 185 ) 393 Straight-line rent adjustments ( 2,069 ) ( 361 ) Distributions of cumulative earnings from unconsolidated joint ventures 7,860 5,551 Changes in other assets and liabilities: Other assets ( 3,777 ) 1,079 Accounts payable and accrued expenses ( 7,016 ) ( 20,540 ) Net cash provided by operating activities 197,764 169,017 INVESTING ACTIVITIES Additions to rental property ( 48,814 ) ( 73,430 ) Acquisitions of real estate assets ( 182,996 ) — Net proceeds from sale of assets 16,634 — Proceeds from short-term investments — 9,187 Additions to non-real estate assets ( 4,378 ) ( 6,770 ) Distributions in excess of cumulative earnings from unconsolidated joint ventures 3,891 2,837 Additions to deferred lease costs ( 3,306 ) ( 2,561 ) Payments for other investing activities ( 7,220 ) ( 1,972 ) Proceeds from other investing activities 4,580 5,357 Net cash used in investing activities ( 221,609 ) ( 67,352 ) FINANCING ACTIVITIES Cash distributions paid ( 102,528 ) ( 93,584 ) Proceeds from revolving credit facility 270,000 262,000 Repayments of revolving credit facility ( 210,000 ) ( 275,000 ) Proceeds from notes, mortgages and loans 10,000 — 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 ) Additions to deferred financing costs ( 544 ) ( 6,876 ) Proceeds from exercise of options 358 1,166 Payment for other financing activities ( 861 ) ( 861 ) Contributions from noncontrolling interests in other consolidated partnerships — 80 Net cash provided by (used in) financing activities 26,934 ( 103,483 ) Effect of foreign currency on cash and cash equivalents 171 76 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. 16 TANGER INC. AND SUBSIDIARIES TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Business Tanger Inc. and its subsidiaries, which we refer to as the Company, is one of the leading owners and operators of outlet and open-air shopping centers in the United States and Canada. 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 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. The portfolio also includes one managed center, totaling approximately 457,000 square feet. Each of our centers, except one joint venture center, features the Tanger brand name. All references to gross leasable area, square feet, occupancy, stores and store brands contained in the notes to the consolidated financial statements are unaudited. Our shopping centers and other assets are held by, and all of our operations are conducted by the Operating Partnership. Accordingly, the descriptions of our business, employees and assets are also descriptions of the business, employees and assets of the Operating Partnership. Unless the context indicates otherwise, the term “Company” refers to Tanger Inc. and subsidiaries and the term “Operating Partnership” refers to Tanger Properties Limited Partnership and subsidiaries. The terms “we”, “our” and “us” refer to the Company or the Company and the Operating Partnership together, as the text requires. On November 16, 2023, we changed our legal name from Tanger Factory Outlet Centers, Inc. to Tanger Inc. We refer to Tanger Inc.’s current legal name throughout this Quarterly Report on Form 10-Q. The Company, including its wholly-owned subsidiary, Tanger LP Trust, owns the majority of the units of partnership interest issued by the Operating Partnership. The Company controls the Operating Partnership as its sole general partner. Tanger LP Trust holds a limited partnership interest in the Operating Partnership. 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. Class B common limited partnership units of the Operating Partnership, which are held by Tanger LP Trust, are not exchangeable for common shares of the Company. 2. Summary of Significant Accounting Policies Basis of Presentation The unaudited consolidated financial statements included herein have been prepared pursuant to accounting principles generally accepted in the United States of America (“GAAP”) and should be read in conjunction with the consolidated financial statements and notes thereto of the Company’s and the Operating Partnership’s combined Annual Report on Form 10-K for the year ended December 31, 2024. The December 31, 2024 balance sheet data in this Form 10-Q was derived from the Company’s audited financial statements. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), however management believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial statements for the interim periods have been made. The results of interim periods are not necessarily indicative of the results for a full year. 17 The Company currently consolidates the Operating Partnership because it has (1) the power to direct the activities of the Operating Partnership that most significantly impact the Operating Partnership’s economic performance and (2) the obligation to absorb losses and the right to receive the residual returns of the Operating Partnership that could be potentially significant. In February 2025, we entered into the Third Amended and Restated Limited Partnership Agreement, providing for the creation of long-term incentive plan units (“LTIP units”), entitled to the same non-liquidating distributions and allocations of profits and losses as the Class A Units on a per unit basis. We consolidate properties that are wholly-owned and properties where we own less than 100% but control such properties. Control is determined using an evaluation based on accounting standards related to the consolidation of voting interest entities and variable interest entities (“VIE”). For joint ventures that are determined to be a VIE, we consolidate the entity where we are deemed to be the primary beneficiary. Determination of the primary beneficiary is based on whether an entity has (1) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance, and (2) the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE. Our determination of the primary beneficiary considers all relationships between us and the VIE, including management agreements and other contractual arrangements. Investments in real estate joint ventures that we do not control, but may exercise significant influence on, are accounted for using the equity method of accounting. These investments are recorded initially at cost and subsequently adjusted for our equity in the joint venture’s net income or loss, cash contributions, distributions and other adjustments required under the equity method of accounting. For certain investments in real estate joint ventures, we record our equity in the venture’s net income or loss under the hypothetical liquidation at book value method of accounting due to the structures and the preferences we receive on the distributions from our joint ventures pursuant to the respective joint venture agreements for those joint ventures. Under this method, we recognize income and loss in each period based on the change in liquidation proceeds we would receive from a hypothetical liquidation of our investment based on depreciated book value. Therefore, income or loss may be allocated disproportionately as compared to the ownership percentages due to specified preferred return rate thresholds and may be more or less than actual cash distributions received and more or less than what we may receive in the event of an actual liquidation. 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 to provide further financial support to these joint ventures. The carrying amount of our investments in the Charlotte, Columbus, Galveston/Houston, and National Harbor joint ventures are less than zero because of financing or operating distributions that were greater than net income, as net income includes non-cash charges for depreciation and amortization. “Noncontrolling interests in the Operating Partnership” reflects the Non-Company LPs’ percentage ownership of the Operating Partnership’s units. “Noncontrolling interests in other consolidated partnerships” consist of outside equity interests in partnerships or joint ventures not wholly-owned by the Company or the Operating Partnership that are consolidated with the financial results of the Company and Operating Partnership because the Operating Partnership exercises control over the entities that own the properties. Noncontrolling interests are initially recorded in the consolidated balance sheets at fair value based upon purchase price allocations. Income is allocated to the noncontrolling interests based on the allocation provisions within the partnership or joint venture agreements. 18 Accounts Receivable Individual leases are assessed for collectability and upon the determination that the collection of rents is not probable, accrued rent and accounts receivable are written-off as an adjustment to rental revenue. Revenue from leases where collection is deemed to be less than probable is recorded on a cash basis until collectability is determined to be probable. Further, we assess whether operating lease receivables, at a portfolio level, are appropriately valued based upon an analysis of balances outstanding, historical bad debt levels and current economic trends including discussions with tenants for potential lease amendments. 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 $ 51.0 million as of September 30, 2025. Impairment of Long-Lived Assets Rental property held and used by us is reviewed for impairment in the event that facts and circumstances indicate the carrying amount of an asset may not be recoverable. In such an event, we compare the estimated future undiscounted cash flows associated with the asset to the asset's carrying amount, and if less than such carrying amount, recognize an impairment loss in an amount by which the carrying amount exceeds its fair value. The cash flow estimates used both for determining recoverability and estimating fair value are inherently judgmental and reflect current and projected trends in rental, occupancy, capitalization, and discount rates, and estimated holding periods for the applicable assets. Impairment analyses are based on our current plans, intended holding periods and available market information at the time the analyses are prepared. If our estimates of the projected future cash flows change based on uncertain market conditions or holding periods, our evaluation of impairment losses may be different and such differences could be material to our consolidated financial statements. Due to the financial impacts from the COVID-19 pandemic, we began performing the above-described procedures on our Atlantic City, New Jersey center in 2020. While the center’s performance has improved since that time, we have continued to perform those procedures and concluded each quarter that the carrying amount of the asset was recoverable. We evaluate different holding period scenarios and apply probabilities to those scenarios to determine an average holding period of 9 years . Management has the intent, and we have the ability, to hold the property for at least this period, and we believe this period is reasonable based on the center’s performance and our history of being a long-term owner and operator of our centers. We believe the carrying value is recoverable because in our models the sum of the estimated future undiscounted cash flows, $ 56.1 million, and the estimated potential disposition proceeds of the sale of the center, $ 66.2 million (in aggregate totaling $ 122.3 million) exceeds the carrying value of $ 103.0 million by $ 19.3 million. The recorded carrying amount includes intangible lease costs from our 2011 acquisition of the center. We continue to monitor facts and circumstances and events in future periods that could affect inputs such as the expected holding period, operating cash flow forecasts and capitalization rates, utilized to determine whether an impairment charge is necessary. We can provide no assurance that material impairment charges with respect to our properties will not occur in future periods. In April 2025, we sold the center in Howell, Michigan for $ 17.0 million. As part of our quarterly impairment evaluation procedures, we recorded a $ 4.2 million impairment charge in the first quarter of 2025 to lower the property’s carrying value to the estimated fair value based on the purchase agreement. 19 3. Rental Property Acquisitions 2025 Acquisitions Cleveland, Ohio In February 2025, we purchased Pinecrest in Cleveland, Ohio, a 640,000-square-foot open-air, grocery-anchored, mixed-use center, for $ 167.0 million using cash on hand and available liquidity. 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) Land $ 32,608 Buildings, improvements and fixtures 243,573 34.9 Above market lease value 7,781 6.8 Below market lease value ( 18,754 ) 12.2 Lease in place value 30,529 6.5 Lease and legal costs 7,451 5.3 Total deferred lease costs and other intangibles, net 27,007 Debt premium ( 3,833 ) Total fair value of net assets acquired $ 299,355 There was no contingent consideration associated with these acquisitions. 4. Disposition of Property In April 2025, we sold the center in Howell, Michigan for $ 17.0 million. As part of our quarterly impairment evaluation procedures, we recorded a $ 4.2 million impairment charge in the first quarter of 2025 to lower the property’s carrying value to the estimated fair value based on the purchase agreement. 20 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 Howell Howell, MI April 2025 314 $ 16,628 — 5. Investments in Unconsolidated Real Estate Joint Ventures The equity method of accounting is used to account for each of the individual joint ventures. We have an ownership interest in the following unconsolidated real estate joint ventures: As of September 30, 2025 Joint Venture Center Location Ownership % Square Feet (in 000’s) Carrying Value of Investment (in millions) Total Joint Venture Debt, Net (in millions) (1) Investments included in investments in unconsolidated joint ventures: RioCan Canada Ontario, Canada 50.0 % 665 $ 65.7 — Investments included in other liabilities: Charlotte (2) Charlotte, NC 50.0 % 399 ( 20.5 ) $ 96.2 National Harbor (2) National Harbor, MD 50.0 % 341 ( 12.1 ) 90.6 Galveston/Houston (2) Texas City, TX 50.0 % 353 ( 13.7 ) 59.2 Columbus (2) Columbus, OH 50.0 % 355 ( 5.7 ) 70.5 50.0 % 1,448 $ ( 52.0 ) $ 316.5 As of December 31, 2024 Joint Venture Center Location Ownership % Square Feet (in 000’s) Carrying Value of Investment (in millions) Total Joint Venture Debt, Net (in millions) (1) Investments included in investments in unconsolidated joint ventures: RioCan Canada Ontario, Canada 50.0 % 665 $ 65.7 — Investments included in other liabilities: Charlotte (2) Charlotte, NC 50.0 % 399 ( 21.3 ) $ 97.6 National Harbor (2) National Harbor, MD 50.0 % 341 ( 11.1 ) 91.8 Galveston/Houston (2) Texas City, TX 50.0 % 353 ( 13.3 ) 57.4 Columbus (2) Columbus, OH 50.0 % 355 ( 5.0 ) 70.4 50.0 % 1,448 $ ( 50.7 ) $ 317.2 (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. The negative carrying value is due to the distributions of proceeds from mortgage loans and quarterly distributions of excess cash flow exceeding the original contributions from the partners and equity in earnings of the joint ventures. Galveston Outlets LLC In June 2025, the Galveston/Houston joint venture refinanced its mortgage loan to extend the maturity from June 2026 to June 2030, which included an increase in principal balance from $ 58.0 million to $ 60.0 million, and reduced the interest rate from the Daily Secured Overnight Financing Rate (“Daily SOFR”) + 3.0 % to Daily SOFR + 1.65 %. In conjunction with this refinancing, the joint venture entered into a $ 60.0 million interest rate swap that fixes Daily SOFR at 3.4 % until June 2029. 21 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 Nine months ended September 30, September 30, 2025 2024 2025 2024 Fee: Management and marketing $ 610 $ 575 $ 1,749 $ 1,702 Leasing and other fees 143 81 277 293 Expense reimbursements from unconsolidated joint ventures 1,388 1,369 3,928 3,677 Total Fees $ 2,141 $ 2,025 $ 5,954 $ 5,672 Our investments in real estate joint ventures are reduced by the percentage of the profits earned for leasing and development services associated with our ownership interest in each joint venture. 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 $ 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): September 30, 2025 December 31, 2024 Assets Land $ 79,108 $ 79,920 Buildings, improvements and fixtures 468,874 459,148 Construction in progress 630 1,051 548,612 540,119 Accumulated depreciation ( 229,183 ) ( 214,826 ) Total rental property, net 319,429 325,293 Cash and cash equivalents 15,385 17,480 Deferred lease costs and other intangibles, net 2,534 1,841 Prepaids and other assets 13,698 10,137 Total assets $ 351,046 $ 354,751 Liabilities and Owners’ Equity Mortgages payable, net $ 316,529 $ 317,191 Accounts payable and other liabilities 14,140 14,670 Total liabilities 330,669 331,861 Owners’ equity 20,377 22,890 Total liabilities and owners’ equity $ 351,046 $ 354,751 22 Three months ended Nine months ended Condensed Combined Statements of Operations - Unconsolidated Joint Ventures September 30, September 30, 2025 2024 2025 2024 Revenues $ 25,921 $ 23,774 $ 74,133 $ 69,476 Expenses: Property operating 9,223 9,342 27,219 26,210 General and administrative 16 40 38 170 Depreciation and amortization 4,657 5,359 14,941 14,380 Total expenses 13,896 14,741 42,198 40,760 Other income (expense): Interest expense ( 4,081 ) ( 4,587 ) ( 13,432 ) ( 13,675 ) Other income 145 216 405 598 Total other expense ( 3,936 ) ( 4,371 ) ( 13,027 ) ( 13,077 ) Net income $ 8,089 $ 4,662 $ 18,908 $ 15,639 The Company and Operating Partnership’s share of: Net income $ 4,221 $ 2,312 $ 9,654 $ 7,803 Depreciation and amortization (real estate related) $ 2,292 $ 2,850 $ 7,458 $ 7,450 6. Debt Guaranteed by the Company 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 $ 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): As of September 30, 2025 December 31, 2024 Unsecured lines of credit $ 60,000 $ — Unsecured term loan $ 325,000 $ 325,000 23 7. Debt of the Operating Partnership The debt of the Operating Partnership consisted of the following (in thousands): As of As of 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 % 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 % 2.9 % Sept. 2031 400,000 394,381 400,000 393,710 Unsecured term loan (3) Adj SOFR+ 0.94 % 4.9 % Jan. 2027 Jan. 2028 325,000 323,831 325,000 323,182 Mortgages payable: Atlantic City (3) (4) 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) Adj SOFR+ 2.00 % 5.6 % April 2030 61,700 61,125 51,700 51,525 Unsecured lines of credit Adj SOFR+ 0.85 % 5.1% April 2028 April 2029 60,000 60,000 — — Total $ 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 $ 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). (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. In April 2025, the Southaven, Mississippi consolidated joint venture amended its mortgage increasing the outstanding borrowings from $ 51.7 million to $ 61.7 million and extending the maturity date from October 2026 to April 2030 with no extension options. The stated interest rate remained unchanged at the Adjusted Secured Overnight Financing Rate (“Adjusted SOFR”) + 2.0 %. 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. 24 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 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 September 30, 2025 for the next five years and thereafter are as follows (in thousands): Calendar Year Amount For the remainder of 2025 $ 385 2026 355,705 2027 (1) 740,000 2028 (1) 60,000 2029 — Thereafter 461,700 Subtotal 1,617,790 Net discount and debt origination costs ( 4,778 ) 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 $ 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. We have considered our short-term (one-year or less from the date of filing these financial statements) liquidity needs and the adequacy of our estimated cash flows from operating activities and other financing sources to meet these needs. 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, 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. 25 8. Derivative Financial Instruments 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): Fair Value Effective Date Maturity Date Notional Amount Bank Pay Rate Company Fixed Pay Rate September 30, 2025 December 31, 2024 Assets (Liabilities) (1) : Current Derivatives February 1, 2024 February 1, 2026 75,000 Daily SOFR 3.5 % $ 122 $ 510 February 1, 2024 August 1, 2026 75,000 Daily SOFR 3.7 % ( 37 ) 364 February 1, 2024 January 1, 2027 175,000 Daily SOFR 4.2 % ( 1,446 ) ( 554 ) May 1, 2025 April 24, 2029 61,700 Daily SOFR 3.5 % ( 448 ) — Total $ 386,700 3.8 % $ ( 1,809 ) $ 320 Forward Starting Derivatives February 1, 2026 April 1, 2028 75,000 Daily SOFR 3.3 % ( 154 ) — 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 ) $ — (1) Asset balances are recorded in prepaids and other assets on the consolidated balance sheets and liabilities are recorded in other liabilities on the consolidated balance sheets. The derivative financial instruments are comprised of interest rate swaps, which are designated and qualify as cash flow hedges, with various counterparties. We do not use derivatives for trading or speculative purposes and currently do not have any derivatives that are not designated as hedges. Changes in the fair value of derivatives designated and qualifying as cash flow hedges is recorded in accumulated other comprehensive loss and subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The following table represents the effect of the derivative financial instruments on the accompanying consolidated financial statements (in thousands): Three months ended September 30, Nine months ended September 30, 2025 2024 2025 2024 Interest Rate Swaps (Effective Portion): Amount of gain (loss) recognized in other comprehensive income (loss) $ ( 186 ) $ ( 6,894 ) $ ( 2,284 ) $ ( 3,007 ) 26 9. Fair Value Measurements Fair value guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers are defined as follows: Tier Description Level 1 Observable inputs such as quoted prices in active markets Level 2 Inputs other than quoted prices in active markets that are either directly or indirectly observable Level 3 Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions Fair Value Measurements on a Recurring Basis The following table sets forth our assets and liabilities that are measured at fair value within the fair value hierarchy (in thousands): Level 1 Level 2 Level 3 Quoted Prices in Active Markets for Identical Assets or Liabilities Significant Observable Inputs Significant Unobservable Inputs Total Fair value as of September 30, 2025: Assets: Interest rate swaps (prepaids and other assets) $ 322 — $ 322 $ — Total assets $ 322 $ — $ 322 $ — Liabilities: Interest rate swaps (other liabilities) $ ( 2,285 ) $ — $ ( 2,285 ) $ — Total liabilities $ ( 2,285 ) $ — $ ( 2,285 ) $ — Level 1 Level 2 Level 3 Quoted Prices in Active Markets for Identical Assets or Liabilities Significant Observable Inputs Significant Unobservable Inputs Total Fair value as of December 31, 2024: Asset: Interest rate swaps (prepaids and other assets) $ 1,288 $ — $ 1,288 $ — Total assets $ 1,288 $ — $ 1,288 $ — Liabilities: Interest rate swaps (other liabilities) $ ( 968 ) $ — $ ( 968 ) $ — Total liabilities $ ( 968 ) $ — $ ( 968 ) $ — Fair values of interest rate swaps are estimated using Level 2 inputs based on current market data received from financial sources that trade such instruments and are based on prevailing market data and derived from third party proprietary models based on well recognized financial principles including counterparty risks, credit spreads and interest rate projections, as well as reasonable estimates about relevant future market conditions. 27 Other Fair Value Disclosures The estimated fair value within the fair value hierarchy and recorded value of our debt consisting of senior unsecured notes, unsecured term loans, secured mortgages and unsecured lines of credit were as follows (in thousands): September 30, 2025 December 31, 2024 Level 1 Quoted Prices in Active Markets for Identical Assets or Liabilities $ — $ — Level 2 Significant Observable Inputs 1,001,902 961,783 Level 3 Significant Unobservable Inputs 568,931 387,048 Total fair value of debt $ 1,570,833 $ 1,348,831 Recorded value of debt $ 1,613,012 $ 1,423,759 Our senior unsecured notes are publicly-traded which provides quoted market rates. However, due to the limited trading volume of these notes, we have classified these instruments as Level 2 in the fair value hierarchy. Our other debt is classified as Level 3 in the fair value hierarchy given the unobservable inputs utilized in the valuation. Our unsecured term loan, unsecured lines of credit and variable interest rate mortgages are all SOFR based instruments. When selecting the discount rates for purposes of estimating the fair value of these instruments, we evaluated the original credit spreads and do not believe that the use of them differs materially from current credit spreads for similar instruments and therefore the recorded values of these debt instruments is considered their fair value. The carrying values of cash and cash equivalents, short-term investments, receivables, accounts payable, accrued expenses and other assets and liabilities are reasonable estimates of their fair values because of the short maturities of these instruments. Short-term government securities and our certificates of deposit included in short-term investments are highly liquid investments, which are classified as Level 1 in the fair value hierarchy because they are valued using quoted market prices in an active market. 10. Shareholders’ Equity of the Company Dividend Declaration 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, 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. Actual sales, if any, will depend on a variety of factors to be determined by us from time to time, including, among other things, market conditions, the trading price of the common shares, capital needs and determinations by us of the appropriate sources of its funding. We currently intend to use the net proceeds from the sale of common shares pursuant to the ATM Offering Program for working capital and general corporate expenses. 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. 28 Forward Sale Agreements 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 In May 2025, the Board authorized the repurchase of up to $ 200.0 million of the Company’s outstanding common shares, replacing the previously authorized share repurchase program to repurchase up to $ 100.0 million of the Company's outstanding common shares that expired May 31, 2025. Repurchases may be made from time to time through open market, privately-negotiated, structured or derivative transactions (including accelerated share repurchase transactions), or other methods of acquiring common shares. The Company intends to structure open market purchases to occur within pricing and volume requirements of Rule 10b-18 of the Exchange Act. 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 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. 29 11. Partners’ Equity of the Operating Partnership All operating partnership units issued by the Operating Partnership have equal rights with respect to earnings, dividends and net assets. When the Company issues common shares upon the exercise of options, the grant of restricted common share awards, or the exchange of Class A common limited partnership units, the Operating Partnership issues a corresponding Class B common limited partnership unit to Tanger LP Trust, a wholly-owned subsidiary of the Company. 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 nine months ended September 30, 2025 and September 30, 2024: Limited Partnership Units General Partnership Units Class A Class B Total 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 ) 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 Issuance of deferred units — — 136,469 136,469 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 Options exercised — — 25,400 25,400 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 Options exercised — — 31,400 31,400 Grant of restricted common share awards by the Company, net of forfeitures — — 595,924 595,924 Exchange of Class A Limited Partnership Units — ( 45,054 ) 45,054 — Settlement of Forward Equity Sale Agreements — — 1,915,762 1,915,762 Units withheld for employee income taxes — — ( 211,605 ) ( 211,605 ) Balance September 30, 2025 1,250,000 4,662,904 113,865,168 118,528,072 30 12. 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 September 30, Nine months ended September 30, 2025 2024 2025 2024 Numerator: Net income attributable to Tanger Inc. $ 32,027 $ 24,856 $ 81,314 $ 72,109 Less allocation of earnings to participating securities ( 224 ) ( 232 ) ( 651 ) ( 692 ) Net income available to common shareholders of Tanger Inc. $ 31,803 $ 24,624 $ 80,663 $ 71,417 Denominator: Basic weighted average common shares 113,005 108,972 112,689 108,675 Effect of dilutive securities: Equity awards 1,564 1,732 1,539 1,671 Diluted weighted average common shares 114,569 110,704 114,228 110,346 Basic earnings per common share: Net income $ 0.28 $ 0.23 $ 0.72 $ 0.66 Diluted earnings per common share: Net income $ 0.28 $ 0.22 $ 0.71 $ 0.65 We determine diluted earnings per share based on the weighted average number of common shares outstanding combined with the incremental weighted average shares that would have been outstanding assuming all potentially dilutive securities were converted into common shares at the earliest date possible. 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 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 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. Certain of the Company’s unvested restricted common share awards and LTIP units contain non-forfeitable rights to dividends or dividend equivalents. The impact of these unvested restricted common share awards and LTIP units on earnings per share has been calculated using the two-class method whereby earnings are allocated to the unvested restricted common share awards and LTIP units based on dividends declared and the unvested restricted common shares’ and LTIP units’ participation rights in undistributed earnings. Unvested restricted common shares and LTIP units that do not contain non-forfeitable rights to dividends or dividend equivalents are included in the diluted earnings per share computation if the effect is dilutive, using the treasury stock method. 31 13. Earnings Per Unit of the Operating Partnership 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 September 30, Nine months ended September 30, 2025 2024 2025 2024 Numerator: Net income attributable to partners of the Operating Partnership $ 33,348 $ 25,930 $ 84,677 $ 75,231 Less allocation of earnings to participating securities ( 224 ) ( 232 ) ( 651 ) ( 692 ) Net income available to common unitholders of the Operating Partnership $ 33,124 $ 25,698 $ 84,026 $ 74,539 Denominator: Basic weighted average common units 117,668 113,680 117,356 113,383 Effect of dilutive securities: Equity awards 1,564 1,732 1,539 1,671 Diluted weighted average common units 119,232 115,412 118,895 115,054 Basic earnings per common unit: Net income $ 0.28 $ 0.23 $ 0.72 $ 0.66 Diluted earnings per common unit: Net income $ 0.28 $ 0.22 $ 0.71 $ 0.65 We determine diluted earnings per common unit based on the weighted average number of common units outstanding combined with the incremental weighted average units that would have been outstanding assuming all potentially dilutive securities were converted into common units at the earliest date possible. 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 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 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 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. The impact of the corresponding unvested restricted unit awards and LTIP units on earnings per unit has been calculated using the two-class method whereby earnings are allocated to the unvested restricted unit awards and LTIP unit awards based on distributions declared and the unvested restricted units’ and LTIP units’ participation rights in undistributed earnings. Unvested restricted common units and LTIP units that do not contain non-forfeitable rights to dividends or dividend equivalents are included in the diluted earnings per common unit computation if the effect is dilutive, using the treasury stock method. 32 14. Equity-Based Compensation of the Company We have a shareholder approved equity-based compensation plan, the Incentive Award Plan of Tanger Inc. and Tanger Properties Limited Partnership, as amended (the “Plan”), which covers our non-employee directors, officers, employees and consultants. Under the Plan, we may grant equity-based awards in the form of (among other things) restricted common shares of the Company, restricted share units with respect to common shares of the Company (which we sometimes refer to as “notional units”) and LTIP units of the Operating Partnership. Per the Operating Partnership’s limited partnership agreement, when a common share is issued by the Company, the Operating Partnership issues one corresponding operating partnership unit to the Company’s wholly-owned subsidiary, Tanger LP Trust. Therefore, when the Company grants an equity-based award in respect of its common shares, the Operating Partnership treats each award as having been granted by the Operating Partnership. Each LTIP unit, if and upon vesting, is convertible, upon the satisfaction of minimum allocations to the capital account of the LTIP unit for federal income tax purposes, into a non-voting Class C common unit of the Operating Partnership. Each such Class C common unit may be exchanged by the holder for one common share of the Company. LTIP units are intended to qualify as profits interests for US federal income tax purposes. In the discussion below, the term “we” refers to the Company and the Operating Partnership together and the term “shares” is meant to also include corresponding units of the Operating Partnership. We recorded equity-based compensation expense in general and administrative expenses in our consolidated statements of operations as follows (in thousands): Three months ended Nine months ended September 30, September 30, 2025 2024 2025 2024 Restricted common shares and time-based LTIP awards $ 1,814 $ 1,748 $ 5,357 $ 5,690 Performance-based notional unit awards and performance-based LTIP awards 1,359 1,038 3,857 3,030 Options 85 89 257 260 Total equity-based compensation $ 3,258 $ 2,875 $ 9,471 $ 8,980 Equity-based compensation expense capitalized as a part of rental property and deferred lease costs were as follows (in thousands): Three months ended Nine months ended September 30, September 30, 2025 2024 2025 2024 Equity-based compensation expense capitalized $ 63 $ 26 $ 182 $ 179 Restricted Common Share Awards During February 2025, the Company granted to its non-employee directors and executive officers, approximately 30,000 and 169,000 restricted common shares, respectively. The grant date fair values of the awards were $ 34.59 and $ 35.30 per share, respectively. The restricted common shares vest ratably over a three-year period on February 15th of each year for executive officers and over a one-year period on February 15th for non-employee directors. Compensation expense related to the amortization of the deferred compensation is being recognized in accordance with the vesting schedule of the restricted shares. 33 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 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 $ 10.7 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. Basic Long Term Incentive Plan Units During 2025, the Company granted to certain non-employee directors 15,180 LTIP units with time-based vesting requirements and a grant date fair value of $ 34.59 per unit that vest ratably over one year subject to continued service. Compensation expense for these units is being recognized over a one-year period. 2025 Performance Share Plan During 2025, the Compensation Committee of the Company approved the general terms of the Tanger Inc. 2025 Performance Share Plan (the “2025 PSP”) covering the Company's executive officers whereby a maximum of approximately 62,000 restricted common shares and 234,000 LTIP units may be earned if certain share price appreciation goals are achieved over a three-year measurement period. The 2025 PSP is a long-term incentive compensation plan. Recipients may earn notional units which may convert into restricted common shares of the Company or LTIP units, based on the Company’s absolute total shareholder return and its total shareholder return relative to its peer group over a three-year measurement period. Any shares or LTIP units earned at the end of the three-year measurement period are subject to a time-based vesting schedule, with 50 % of the shares and units vesting immediately following the measurement period, and the remaining 50 % vesting one-year thereafter, contingent upon continued employment with the Company through the vesting date (unless accelerated due to termination prior thereto (a) by the Company without cause, (b) by participant for good reason or, (c) due to death or disability). The following table sets forth 2025 PSP performance targets and other relevant information about the 2025 PSP: Performance targets (1) Absolute portion of award: Percent of total award 33.3 % Absolute total shareholder return range 26 % - 40.5 % Percentage of units to be earned 20 % - 100 % Relative portion of award: Percent of total award 66.7 % Percentile rank of peer group range (2) 30 th - 80 th Percentage of units to be earned 20 % - 100 % Maximum number of restricted common shares that may be earned 62,000 February grant date fair value per LTIP unit $ 22.33 February grant date fair value per share $ 22.22 (1) The number of restricted common shares received and LTIP units earned under the 2025 PSP will be determined on a pro-rata basis by linear interpolation between total shareholder return thresholds, both for absolute total shareholder return and for relative total shareholder return amongst the Company’s peer group. (2) The peer group is based on companies included in the FTSE Nareit Retail Index. 34 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) 4.0 % Expected dividend yield (2) 4.0 % Expected volatility (3) 29 % (1) Represents the interest rate as of the grant date on U.S. treasury bonds having the same life as the estimated life of the restricted unit grants. (2) The dividend yield is calculated utilizing the average dividend yield over the previous three-year period and the current dividend yield as of the valuation date. (3) Based on a mix of historical and implied volatility for our common shares and the common shares of our peer index companies over the measurement period. 2022 Performance Share Plan In February 2025, the measurement period for the 2022 Performance Share Plan concluded. Based on the Company’s absolute and relative total shareholder return over the three-year measurement period, we issued 401,613 restricted common shares in February 2025, with 258,532 vesting immediately and the remaining 143,081 vesting in February 2026. The vesting of those 143,081 shares is contingent upon continued employment with the Company through the vesting date (unless terminated prior thereto (a) by the Company without cause, (b) by participant for good reason or (c) due to death or disability, in which cases vesting will accelerate). 15. 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 nine months ended September 30, 2025 and 2024 (in thousands): Tanger Inc. 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 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 September 30, 2025 $ ( 26,951 ) $ ( 1,993 ) $ ( 28,944 ) $ ( 1,405 ) $ ( 89 ) $ ( 1,494 ) Tanger Inc. Accumulated Other Comprehensive Income (Loss) Noncontrolling Interest in Operating Partnership Accumulated Other Comprehensive Income (Loss) Foreign Currency Cash flow hedges Total Foreign Currency Cash flow hedges Total Balance December 31, 2024 $ ( 27,885 ) $ 198 $ ( 27,687 ) $ ( 1,451 ) $ 4 $ ( 1,447 ) Other comprehensive income before reclassifications 934 — 934 46 — 46 Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges — ( 2,191 ) ( 2,191 ) — ( 93 ) ( 93 ) Balance September 30, 2025 $ ( 26,951 ) $ ( 1,993 ) $ ( 28,944 ) $ ( 1,405 ) $ ( 89 ) $ ( 1,494 ) 35 Tanger Inc. 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 June 30, 2024 $ ( 23,961 ) $ 3,294 $ ( 20,667 ) $ ( 1,331 ) $ 177 $ ( 1,154 ) Other comprehensive income (loss) before reclassifications ( 178 ) — ( 178 ) 39 — 39 Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges — ( 6,573 ) ( 6,573 ) — ( 320 ) ( 320 ) Balance September 30, 2024 $ ( 24,139 ) $ ( 3,279 ) $ ( 27,418 ) $ ( 1,292 ) $ ( 143 ) $ ( 1,435 ) Tanger Inc. Accumulated Other Comprehensive Income (Loss) Noncontrolling Interest in Operating Partnership Accumulated Other Comprehensive Income (Loss) Foreign Currency Cash flow hedges Total Foreign Currency Cash flow hedges Total Balance December 31, 2023 $ ( 23,085 ) $ ( 434 ) $ ( 23,519 ) $ ( 1,293 ) $ 19 $ ( 1,274 ) Other comprehensive income (loss) before reclassifications ( 1,054 ) — ( 1,054 ) 1 — 1 Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges — ( 2,845 ) ( 2,845 ) — ( 162 ) ( 162 ) 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. 36 16. 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 nine months ended September 30, 2025 and 2024 (in thousands): Foreign Currency Cash flow hedges Accumulated Other Comprehensive Income (Loss) 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) Balance December 31, 2024 $ ( 29,334 ) $ 204 $ ( 29,130 ) Other comprehensive income before reclassifications 976 — 976 Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges — ( 2,284 ) ( 2,284 ) Balance September 30, 2025 $ ( 28,358 ) $ ( 2,080 ) $ ( 30,438 ) Foreign Currency Cash flow hedges Accumulated Other Comprehensive Income (Loss) 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 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 September 30, 2024 $ ( 25,429 ) $ ( 3,424 ) $ ( 28,853 ) 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. 37 17. Segment Reporting We focus on developing, acquiring, owning, operating, and managing shopping centers. We consider each shopping center an operating segment. We aggregate the financial information of all centers into one reportable segment because the centers all have similar economic characteristics and provide similar products and services to similar types and classes of customers and tenants. Our Chief Operating Decision Maker (“CODM”), the President and Chief Executive Officer, reviews operating and financial information using Net Operating Income ("NOI") as the key measure to assess performance and allocate resources. The CODM also uses NOI and its components to monitor budget versus actual results. 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 nine months ended September 30, 2025 and September 30, 2024: Three months ended Nine months ended September 30, September 30, 2025 2024 2025 2024 Property Revenues: Rental revenue $ 137,225 $ 125,221 $ 399,945 $ 365,349 Other revenues 5,476 5,295 14,168 12,884 Total Revenues $ 142,701 $ 130,516 $ 414,113 $ 378,233 Property Operating Expenses: Advertising and promotion $ 5,079 $ 4,923 $ 11,767 $ 12,160 Common area maintenance 18,236 16,703 53,818 49,113 Real estate taxes 10,238 8,883 30,692 26,560 Other operating expense 9,862 7,985 26,471 20,142 Total Operating Expenses $ 43,415 $ 38,494 $ 122,748 $ 107,975 Portfolio Net Operating Income - Consolidated $ 99,286 $ 92,022 $ 291,365 $ 270,258 Equity in earnings of unconsolidated joint ventures $ 4,221 $ 2,312 $ 9,654 $ 7,803 Interest expense ( 16,439 ) ( 15,493 ) ( 48,610 ) ( 45,546 ) Impairment charges — — ( 4,249 ) — Other income ( 116 ) ( 52 ) 75 755 Depreciation and amortization ( 37,103 ) ( 35,376 ) ( 110,857 ) ( 103,410 ) Other non-property (income) expenses 323 199 831 1,000 Corporate general and administrative expenses ( 18,614 ) ( 18,231 ) ( 56,622 ) ( 56,556 ) Non-cash adjustments 1,705 214 2,284 ( 28 ) Lease termination fees 85 335 806 875 Net Income $ 33,348 $ 25,930 $ 84,677 $ 75,151 38 18. Lease Agreements 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 Nine months ended September 30, September 30, 2025 2024 2025 2024 Rental revenues - fixed $ 111,113 $ 98,879 $ 326,786 $ 294,031 Rental revenues - variable (1) 26,112 26,342 73,159 71,318 Rental revenues $ 137,225 $ 125,221 $ 399,945 $ 365,349 (1) Primarily includes rents based on a percentage of tenant sales volume and reimbursable expenses such as common area expenses, utilities, insurance and real estate taxes. 19. Supplemental Cash Flow Information We purchase capital equipment and incur costs relating to construction of facilities, including tenant finishing allowances. Expenditures included in accounts payable and accrued expenses were as follows (in thousands): As of As of 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): Nine months ended September 30, 2025 2024 Interest paid $ 53,088 $ 49,370 39 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, 2025 2024 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 37,199 — 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, 2025 2024 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 37,199 — Cash, cash equivalents, and restricted cash $ 49,960 $ 10,830 40 20. New Accounting Pronouncements The following table provides a brief description of recent accounting pronouncements and the expected impact on our financial statements: Standard Description 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. ASU 2023-07 also clarifies that entities with a single reportable segment are subject to both new and existing reporting requirements under Topic 280. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective adoption. 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. 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 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. 41 21. Subsequent Events Dividend Declaration 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. 42