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Item 1. Business

2026-02-26 compared with 2025-02-21 · 83 added, 72 removed, 142 unchanged (52% of the section changed)

The Company and the Operating Partnership

and its subsidiaries, which we refer to as the Company, is one of the leading owners and operators of outlet and open-air centers in the United States and Canada.

We are a fully-integrated, self-administered and self-managed REIT, which focuses on developing, acquiring, owning, operating and managing outlet and open-air shopping centers.

As of December 31, 2024, our consolidated portfolio consisted of 31 outlet centers and 2 open-air lifestyle centers, with a total gross leasable area of approximately 13.0 million square feet, which were 98% occupied and contained over 2,500 stores representing approximately 600 store brands.

We also had partial ownership interests in 6 unconsolidated centers totaling approximately 2.1 million square feet, including 2 centers in Canada.

Our portfolio also includes two managed centers totaling approximately 760,000 square feet.

and its subsidiaries, which we refer to as the Company, is one of the leading owners and operators of outlet and other open-air retail destinations in the United States and Canada.

We are a fully-integrated, self-administered and self-managed REIT, which focuses on developing, acquiring, owning, operating and managing outlet and other open-air retail centers.

As of December 31, 2025, our consolidated portfolio consisted of 31 outlet centers and three open-air lifestyle centers, with a total gross leasable area of approximately 14.0 million square feet, which were 98% occupied and contained over 2,600 stores representing over 700 store brands.

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

Our 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.

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Class B common limited partnership units, which are held by Tanger LP Trust, are not exchangeable for common shares of the Company.

In addition, as of December 31, 2025, 248,948 of LTIP units were outstanding.

LTIP units are intended to qualify as “profits interests” for U.S.

federal income tax purposes and are compensatory awards granted to service providers of the Company and 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.

Ownership of the Company's common shares is restricted to preserve the Company's status as a REIT for U.S.

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Our executive offices are currently located at 3200 Northline Avenue, Suite 360, Greensboro, North Carolina, 27408 and our telephone number is (336) 292-3010.

Our website can be accessed at www.tanger.com.

Our website can be accessed at www.tanger.inc.

Copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments thereto can be obtained, free of charge, on our website as soon as reasonably practicable after we file such material with, or furnish it to, the SEC.

The information found on, or otherwise accessible through, our website is not incorporated into, and does not form a part of, this Annual Report or any other report or document we file with or furnish to the SEC.

Recent Developments

In December 2024, we acquired a 270,000-square-foot, open-air lifestyle center in Little Rock, Arkansas for $73.1 million.

The center serves as the dominant shopping destination in its market and comprises over 80 retail stores, restaurants, and entertainment venues.

In February 2025, we acquired a 640,000-square-foot open-air, grocery-anchored mixed-use center in Cleveland,

Ohio for $167.0 million using cash on hand and available liquidity.

The center is Northeast Ohio's premier retail and entertainment destination and has become the go-to choice for retailers seeking market entry.

The stores at the center are complemented by an expansive menu of entertainment and dining options.

Financing Transactions

ATM Equity Offerings

During 2024, we sold 3.4 million common shares under our at-the-market stock offering (“ATM Offering”) program at a weighted average price of $34.34 per share, generating gross proceeds of $115.9 million.

In addition, we issued 1.9 million forward shares for an estimated gross value of $69.7 million based on the initial forward sale price of $36.40 with respect to each forward sale agreement.

Shares can be settled at any time over the next 12-15 months, unless otherwise extended.

As of December 31, 2024, we have a remaining authorization of $34.5 million under the ATM Offering.

Throughout 2023, we entered into $325.0 million of forward starting daily Secured Overnight Financing Rate (“SOFR”) interest rate swaps at an average fixed pay rate of 3.9%.

The swaps were effective February 1, 2024 and end at various dates from February 1, 2026 to January 1, 2027.

These swaps replaced $300.0 million of existing swaps that expired on February 1, 2024 as part of our interest rate risk management strategy.

Unsecured Lines of Credit

In April 2024, the Operating Partnership entered into amendments to its unsecured lines of credit, which, among other things, increased the borrowing capacity from $520 million to $620 million, with an accordion feature to increase total borrowing capacity under the lines of credit to $1.2 billion, extended the maturity date from July 14, 2025 to April 12, 2028 (which may be extended by one additional year by exercising extension options), and reduced the applicable pricing margin from Adjusted SOFR plus 100 basis points to Adjusted SOFR plus 85 basis points based on the Company's current credit rating.

Organizational Changes

Effective January 1, 2024, Steven B.

Tanger transitioned from his role as Executive Chair of the Board of Directors of the Company (the "Board") to Non-Executive Chair of the Board in connection with his retirement from the Company under the terms of his employment agreement.

In September 2024 and upon recommendation of the Board's Nominating and Corporate Governance Committee, the Board voted to expand the number of positions on the Board from nine to ten and elected Sonia Syngal as a director to fill the vacancy for a term ending at the Company’s 2025 Annual Meeting of Shareholders.

Business Strategy

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We partner with many of the world's best known and most respected brands and retailers.

By fostering and maintaining strong relationships with these successful, high volume companies, we believe we have been able to solidify our position as a leader in the outlet and open-air retail industry for over thirty years.

By fostering and maintaining strong relationships with these successful, high-volume companies, we believe we have been able to solidify our position as a leader in the outlet retail industry for over thirty years.

The confidence and trust that we have developed with our retail partners from the very beginning has allowed us to forge the impressive retail alliances that we enjoy today with our brands and retailers.

Our seasoned team of professionals with diverse sets of expertise utilize the knowledge and experience that we have gained to give us a competitive advantage in the outlet and open-air retail business.

Our seasoned team of professionals with diverse sets of expertise utilize the knowledge and experience that we have gained to give us a competitive advantage in the outlet and other open-air retail formats.

The Outlet Concept

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Outlet centers also enable brands and retailers to establish a direct relationship with their customers and maintain brand integrity through control of product placement and pricing.

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

Additionally, we leverage the Tanger brand and platform to manage centers in Palm Beach, Florida.

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

Additionally, we leverage the Tanger brand and platform to manage an outlet center in Palm Beach, Florida.

We believe that our tenants and consumers recognize the Tanger brand as one that provides retail centers where consumers can trust the brand, value and experience.

In addition to our Tanger branded outlet portfolio, we recently acquired our first three open-air lifestyle centers in Huntsville, Alabama, Little Rock, Arkansas and Cleveland, Ohio, which were natural extensions of our capabilities and consistent with our long-term strategy of investing in dominant open-air retail centers in markets that benefit from outsized residential and economic growth drivers.

In addition to our Tanger branded outlet portfolio, since 2023, we acquired three open-air lifestyle centers in Huntsville, Alabama, Little Rock, Arkansas and Cleveland, Ohio;

which were natural extensions of our capabilities and consistent with our long-term strategy of investing in dominant open-air retail centers in markets that benefit from outsized residential and economic growth drivers.

As one of the original participants in the outlet industry and through key additions to our executive, leasing, operating and center teams, we have long-standing relationships with many of our tenants that we believe are critical in operating, managing, developing, and acquiring successful retail centers.

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Rental revenues $ 550,896

(1) Primarily includes rents based on a percentage of tenant gross sales volume and reimbursable expenses such as common area expenses, utilities, insurance and real estate taxes, which are paid on a pro rata basis.

Business History

Tanger, the Company's founder, entered the outlet center business in 1981.

Prior to founding the Company, Stanley K.

Tanger and his son, Steven B.

Tanger, our Non-Executive Chair, built and managed a successful family-owned apparel manufacturing business, Tanger/Creighton, Inc.

In June 1993, we completed our initial public offering and subsequently grew our portfolio through the strategic development, expansion and acquisition of outlet and open-air retail centers.

In April 2020, Stephen Yalof, a successful and proven retail and real estate executive, joined the Company as President and Chief Operating Officer, as part of an executive succession plan for the role of Chief Executive Officer.

Yalof became the Chief Executive Officer of the Company effective January 1, 2021.

Yalof has assembled a leadership team with a proven track record for successfully operating, leasing and acquiring retail real estate centers.

(1) Primarily includes rents based on a percentage of tenant gross sales volume and reimbursable expenses such as advertising, common area expenses, utilities, insurance and real estate taxes, which are paid on a pro rata basis.

Growth Strategy

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In order to maintain our reputation as the premier shopping destination in the markets that we serve, we have an ongoing program of renovations and expansions taking place at our centers.

Construction for expansion and renovation to existing properties typically takes between six to nine months depending on the scope of the project.

Construction for expansion and renovation of existing properties typically takes between six to nine months depending on the scope of the project.

Acquiring retail real estate

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Our comprehensive marketing plans are designed to drive sales and traffic in partnership with our retail partners.

We leverage data to enable a return on investment-oriented performance marketing approach for efficient customer acquisition.

We leverage data to enable a return on our investment-oriented performance marketing approach for efficient customer acquisition.

Investments to transform our digital channels allow us to engage existing customers with timely and personalized communications.

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Amounts accumulated for such payments will be used in the interim to reduce the outstanding borrowings under our existing lines of credit or invested in short-term money market or other suitable instruments adhering to our investment policies.

We believe our current balance sheet position is financially sound;

We believe our current balance sheet position is financially sound, particularly given our recent expansion and extension of our term loans and issuance of our Exchangeable Notes in January 2026 along with capacity under our existing line of credit;

however, due to the uncertainty and unpredictability of the capital and credit markets, we can give no assurance that affordable access to capital will exist between now and our next significant debt maturity, which is our $350.0 million unsecured senior notes due September 2026.

As a result, our current primary focus is to continually strengthen our capital and liquidity position by controlling our capital expenditure levels, generating positive cash flows from operations to cover our distributions and maintaining appropriate leverage levels.

As a result, we will continue to focus on managing our capital and liquidity position by controlling our capital expenditure levels, generating positive cash flows from operations to cover our distributions and maintaining appropriate leverage levels.

We carefully consider the degree of existing and planned competition in a proposed area before deciding to develop, acquire or expand a new retail center.

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Our Core Values

Our Core Values are to consider community first, seek the success of others, act fairly and with integrity and make it happen.

Consider Community First - Our diverse communities are the heartbeat of our business.

Our decision-making must reflect the varied perspectives that contribute to making our Company a welcoming environment for all.

Our philanthropic and sustainable commitments exist to better all the communities we serve.

Seek the Success of Others - We are all in this together, and we believe true success can only be achieved when it is experienced by our shoppers, retailers, and team members alike.

We strive to create a culture of inclusion, where we can all be better – together.

Act Fairly and with Integrity - Our bond is strongest when we act with integrity and fairness in everything we do.

Tanger’s commitment to ethics lives throughout every level, interaction, and function of the organization, and is what we are known for.

Make it Happen - This is the Tanger state of mind, and it is deeply rooted in our heritage.

We are empowered to take smart risks, innovate and to use our voices to advocate for our ideas and for others within our communities.

Our Core Values are integrity, inclusion and innovation.

Integrity means always showing up with honesty and accountability, acting fairly and demonstrating care in every decision we make and action we take.

Inclusion is how we build and sustain a workplace culture and community that respects the diverse perspectives, viewpoints, and identities within our organization.

By embracing an inclusive mindset, we create an environment where everyone can contribute to our collective success.

Innovation fuels our cutting-edge strategies and solutions and powers the best-in-class results we deliver to our customers, partners and communities.

We live our values through our actions.

We build trust by fostering a culture of respect and make decisions with fairness, objectivity and accountability.

We challenge the status quo by taking smart risks, finding innovative solutions and embracing change to grow stronger.

We win together by putting people first, building, supporting and empowering relationships, and celebrating success together.

We make it happen by taking initiative, problem-solving and delivering excellence.

Human Capital

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In addition, we support employees with 40 hours per year of paid volunteer time off to encourage volunteering for worthwhile activities in their local communities.

Part-time employees are included in our 401(k) plans, which offer immediate vesting and dollar-for-dollar matches for employee contributions up to 3%, and $0.50 for every dollar contributed on the next 2% deferred.

Part-time employees are included in our 401(k) plans.

This plan allows participants to defer a portion of their compensation and to

receive matching contributions for a portion of the deferred amounts.

Part-time employees also participate in paid time off ("PTO") after five years of service and are eligible to participate in our accident and critical Illness voluntary benefits.

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We integrate programs into our business practices which seek to address the issues most important to our stakeholders.

Our Core Values of Consider Community First, Seek the Success of Others, Act Fairly and with Integrity and Make it Happen form the foundation of our approach as we set goals to create positive social and economic impact while reducing our environmental footprint.

Our Core Values of Integrity, Inclusion and Innovation form the foundation of our approach as we set goals to create positive social and economic impact while enhancing the resilience and performance of our business.

Stakeholder Alignment

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These key issues are translated into operational priorities and processes across the Company.

In 2025, we are partnering with a third party to refresh our materiality assessment in alignment with double materiality to evaluate the impact of environmental and social issues on our financial performance.

We believe that this double materiality assessment will provide us with valuable insights that we can use to ensure that our priorities are in alignment with the view and opinions of our stakeholders.

In 2025, we partnered with a third party to refresh our materiality assessment in alignment with double materiality to evaluate the impact of environmental and social issues on our financial performance.

We believe that this double materiality assessment provides us with valuable insights that we can use to ensure that our priorities are aligned with the view and opinions of our stakeholders.

Governance and Reporting

Our Executive Committee leads the governance of our corporate responsibility programs and is chaired by our General Counsel.

Consisting of executives from various functional areas of our Company, including, without limitation, Operations, Finance and People and Culture, the Executive Committee advises on the Company's approach to corporate responsibility.

The Executive Committee monitors progress toward achievement of goals and communicates priority issues to senior leadership.

Our management team has formed an executive committee that advises on the Company’s approach to corporate responsibility and consists of executives from various functional areas of our Company, including, without limitation, Operations, Finance and People and Culture.

This executive committee monitors progress toward achievement of goals and communicates priority issues to senior leadership.

Our Nominating and Corporate Governance Committee of our Board provides oversight of risks related to environmental, social and sustainability matters to ensure such risks are managed appropriately and regularly reviews our programs and practices to ensure alignment with our overall business strategy.

Our goal is to utilize best practices in every aspect of our business, including our disclosures and reporting.

In 2024 we published our eighth consecutive Environmental, Social, and Governance (“ESG”) Report, reinforcing our commitment to transparency and accountability.

In 2025 we published our ninth consecutive report on corporate responsibility initiatives (the "2025 Impact Report"), enumerating our environmental, social and governance practices and programs, reinforcing our commitment to transparency and accountability.

We continue to assess and refine our climate-related governance and strategy to remain apace with current regulatory landscape and framework reporting requirements.

In 2025, this includes the completion of a qualitative and quantitative Climate Risk Scenario Analysis, and environmental reporting methodology changes which further enhance our alignment with the Greenhouse Gas Protocol.

For the avoidance of doubt, while certain matters discussed in our 2023 Environmental, Social, and Governance Report may be significant, any significance should not be read as necessarily rising to the level of materiality as that concept is used for the purposes of our compliance and reporting pursuant to the U.S.

For the avoidance of doubt, while certain matters discussed in our 2025 Impact Report may be significant, any significance should not be read as necessarily rising to the level of materiality as that concept is used for the purposes of our compliance and reporting pursuant to the U.S.

federal securities laws and regulations.

The concept of materiality used in our ESG disclosures, including as it is used above, is based on other definitions of materiality, some of which may require that we use a level of estimation and assumption that may make the resulting disclosures inherently uncertain.

This is the case even where we use the word “material” or “materiality” in our ESG disclosures.

Therefore, issues that we identify as “material” from an ESG perspective are not necessarily material to the Company under the U.S.

The concept of materiality used in our environmental, social and governance disclosures, including as it is used above, is based on other definitions of materiality, some of which may require that we use a level of estimation and assumption that may make the resulting disclosures inherently uncertain.

This is the case even where we use the word “material” or “materiality” in our environmental, social and governance disclosures.

Therefore, issues that we identify as “material” from an environmental, social and governance perspective are not necessarily material to the Company under the U.S.

federal securities laws and regulations.

The contents of our ESG Report, our corporate policies and related disclosures are not incorporated by reference into this Annual Report and do not form a part of this Annual Report.

The contents of our 2025 Impact Report, our corporate policies and related disclosures are not incorporated by reference into this Annual Report and do not form a part of this Annual Report.

Government Regulations

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We believe we comply, in all material respects, with existing applicable statutes and regulations affecting environmental issues and our employment, workplace health and workplace safety practices, and compliance with such statutes and regulations has no material effect on our capital expenditures, earnings or competitive position.

Recent Developments

In February 2025, we acquired a 640,000-square-foot open-air, grocery-anchored mixed-use center in Cleveland,

Ohio for $167.0 million using cash on hand and available liquidity.

The center is Northeast Ohio's premier retail and entertainment destination and has become the go-to choice for retailers seeking market entry.

The stores at the center are complemented by an expansive menu of entertainment and dining options.

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

The center is Kansas' only outlet center and serves as the retail anchor of Village West, the state's top tourist destination.

Financing Transactions

In September 2025, we settled all of the outstanding forward shares that were previously issued during the fourth quarter of 2024 under the ATM Program for total gross proceeds of $69.7 million.

As of December 31, 2025, we have a remaining authorization of $400.0 million under the ATM Program.

Unsecured Term Loans

In January 2026, we closed on $550.0 million of unsecured term loans, comprised of (i) an amendment of our existing $325.0 million term loan increasing the capacity to $350.0 million and extending the maturity to December 2030 (the "2030 Term Loan") and (ii) a new $200.0 million term loan due January 2033 (the "2033 Term Loan").

We drew an incremental $75.0 million at closing, for a total outstanding amount of $400.0 million and has a combined $150.0 million available under a delayed draw feature, allowing us to draw the proceeds over a six to nine month period.

The applicable pricing margin is SOFR plus 95 basis points for the 2030 Term Loan and SOFR plus 125 basis points for the 2033 Term Loan based on our current credit rating.

Throughout 2025 and in January 2026, we entered into several interest rate swap agreements on unsecured debt totaling $275.0 million with effective dates throughout 2026 and 2027 with a weighted average interest rate of 3.3%.

These agreements have expiration dates ranging from October 1, 2027 to September 1, 2030.

Exchangeable Notes

In January 2026, the Operating Partnership issued $250.0 million aggregate principal amount of 2.375% Exchangeable Senior Notes due 2031 (the “Exchangeable Notes”), which are guaranteed, on a senior unsecured basis, by the Company.

The Exchangeable Notes bear interest at a rate of 2.375% per year, payable semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2026.

The Exchangeable Notes mature on January 15, 2031, unless earlier exchanged, redeemed or repurchased.

The Exchangeable Notes will be exchangeable at an initial exchange rate of 24.0662 common shares per $1,000 principal amount of the Exchangeable Notes (equivalent to an exchange price of approximately $41.55 per common share).

The Exchangeable Notes will be exchangeable for cash up to the aggregate principal amount of the Exchangeable Notes to be exchanged and, in respect of the remainder of the exchange obligation, if any, in excess thereof, cash, common shares or a combination thereof, at the election of the Operating Partnership.

Net proceeds after the initial purchaser’s discount and estimated offering costs were approximately $243 million.

In connection with the Exchangeable Notes, we entered into privately negotiated capped call transactions with certain of the initial purchasers of the Exchangeable Notes or their affiliates or other financial institutions.

The capped call transactions cover, subject to customary adjustments, the number of Company common shares that underlie the Exchangeable Notes.

The cap price of the capped call transaction initially is approximately $47.49 per share, which represents a premium of approximately 40% over the last reported sale price of the Company's common shares of $33.92 per share on the New York Stock Exchange on January 7, 2026, and is subject to certain adjustments under the terms of the capped call transactions.

A portion of the proceeds from the Exchangeable Notes were used to pay the capped call premium of approximately $9 million, which will be recorded in shareholders' equity for the Company and partners' equity for the Operating Partnership.

Finally, concurrent with the pricing of the Exchangeable Notes, we repurchased approximately 590,000 Company common shares for approximately $20 million in privately negotiated transactions effected with or through one of the initial purchasers or its affiliate, at a price per share equal to the last reported sale price of the Common Shares on the New York Stock Exchange on January 7, 2026.

Memphis Mortgage Refinancing

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 December 2025, the mortgage was amended to remove the SOFR spread, making the interest rate Daily SOFR + 2.0%.

In May 2025, we entered into an interest rate swap transaction to fix the interest rate at 3.5% through April 2029.

Organizational Changes

In May 2025, Dave Henry retired from the Board of Directors at the end of his term at the Annual Meeting.

Following his retirement, the size of the Board of Directors was reduced from ten to nine.

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-K

Item 1. Business