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Item 7. Management’s Discussion and Analysis

2026-02-26 compared with 2025-02-21 · 191 added, 137 removed, 454 unchanged (42% of the section changed)

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General Overview

As of December 31, 2024, we had 31 consolidated centers and two open-air lifestyle centers in 19 states totaling 13.0 million square feet.

As of December 31, 2025, we had 31 consolidated centers and 3 open-air lifestyle centers in 21 states totaling 14.0 million square feet.

We also had 6 unconsolidated centers totaling 2.1 million square feet, including 2 outlet centers located in Canada.

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

The table below details our acquisitions, new developments, expansions and dispositions of consolidated and unconsolidated centers that impacted our results of operations and liquidity from January 1, 2022 to December 31, 2024:

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

Consolidated Centers

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As of December 31, 2022 11,353 29 2,113 6 457 1

Dispositions:

Blowing Rock, North Carolina Fourth Quarter (104) (1) — — — —

Palm Beach, Florida Third Quarter — — — — 457 1

Other 4 — — —

As of December 31, 2022 11,353 29 2,113 6 457 1

Palm Beach, Florida

Marketplace Palm Beach, FL

Third Quarter — — — — 301 1

Nashville, Tennessee Fourth Quarter 291 1 — — — —

291 1 — — — —

Asheville, North Carolina Fourth Quarter 382 1 — — — —

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

Dispositions:

Howell, Michigan Second Quarter (314) (1) — — — —

Marketplace Palm Beach, FL Second Quarter — — — — (301) (1)

Cleveland, Ohio

First Quarter 639 1 — — — —

Kansas City, Kansas

Third Quarter 690 1 — — — —

Other 34 — — — — —

As of December 31, 2025 14,009 34 2,113 6 457 1

Leasing Activity

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(2) Comparable space excludes leases for space that was vacant for more than 12 months (non-comparable space).

(3) Represents average initial cash rent (base rent and common area maintenance (“CAM”)).

(4) Represents change in average initial and expiring cash rent (base rent and CAM).

(5) Includes other landlord costs.

Results of Operations

2025 Compared to 2024

Net income decreased $(1.1) million in the 2024 period to a net income of $102.8 million compared to net income of $103.9 million for the 2023 period.

Net income increased $16.7 million in 2025 to a net income of $119.5 million compared to net income of $102.8 million for 2024.

The change in net income was primarily due to the following:

• higher interest expense from interest rate swaps that became effective in 2024 at higher rates

• higher rental revenues from a strengthened tenant mix and higher new and renewal rental rates and the opening of our center in Nashville, TN and the acquisition of centers in Huntsville, AL and Asheville, NC during the fourth quarter of 2023

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

• higher general and administrative expenses primarily due to executive separation costs

• lower investment income during 2024 due to the 2023 period having higher investment income due to higher cash balances than were available in the 2024 period.

The majority of the cash balances were utilized during the fourth quarter of 2023 for the acquisitions of the Asheville, NC and Huntsville, AL centers.

In addition, cash was utilized throughout 2023 to complete the construction of our Nashville, TN center which opened in October 2023.

In the tables below, information set forth for new developments and acquired properties relates to the Little Rock, AR center, acquired in December 2024 and Nashville, TN, Asheville, NC, and Huntsville, AL centers which were opened or acquired in the fourth quarter of 2023.

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

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

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

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

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

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

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

Rental Revenues

Rental revenues increased $58.6 million in the 2024 period compared to the 2023 period.

Rental revenues increased $53.4 million in 2025 compared to 2024.

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

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Rental revenues from existing properties $ 505,578 $ 489,235 $ 16,343

Rental revenues from new developments and acquired properties 45,441 5,950 39,491

Rental revenues from acquired properties and property disposed 40,095 6,935 33,160

Straight-line rent adjustments 3,410 607 2,803

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Rental revenues at existing properties were positively impacted by obtaining higher rents from new and existing tenants during the last twelve months and strengthening our tenant mix.

Our average occupancy was consistent at 97% for 2024 and 2023.

Management, Leasing and Other Services

Management, leasing and other services increased $1.0 million in the 2024 period compared to the 2023 period.

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

Management, Leasing and Other Service Revenues

Management, leasing and other service revenues increased $127,000 in 2025 compared to 2024.

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

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$ 9,772 $ 9,645 $ 127

During the 2023 period, we added additional property management responsibilities for centers in Palm Beach, Florida.

The increase in overall fees is primarily attributable to the full year impact of those responsibilities in 2024 along with incremental leasing activities and incremental expense reimbursements from our unconsolidated joint ventures.

Other Revenues

Other revenues increased $2.0 million in the 2024 period as compared to the 2023 period.

Other revenues increased $2.0 million in 2025 as compared to 2024.

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

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Other revenues from existing properties $ 20,147 $ 18,580 $ 1,567

Other revenues from new developments and acquired properties 2,174 687 1,487

Other revenues from acquired properties and property disposed 747 322 425

$ 20,894 $ 18,902 $ 1,992

Other revenues from existing properties increased in the 2024 period due to an increase in other revenue streams, such as our customer loyalty program, paid media sponsorships and onsite signage, on a local and national level.

Other revenues from existing properties increased in 2025 due to an increase in other revenue streams, such as paid media sponsorships and onsite signage, on a local and national level.

Property Operating Expenses

Property operating expenses increased $13.2 million in the 2024 period compared to the 2023 period.

Property operating expenses increased $17.8 million in 2025 compared to 2024.

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

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Property operating expenses from existing properties $ 150,857 $ 148,671 $ 2,186

Property operating expenses from new developments and acquired properties 15,474 3,593 11,881

Property operating expenses from acquired properties and property disposed 18,234 2,977 15,257

Expenses related to unconsolidated joint ventures and managed properties 5,407 5,060 347

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$ 176,502 $ 158,729 $ 17,773

Property operating expenses from existing properties increased in the 2024 period primarily from higher snow removal costs and property payroll related expenses, partially offset by certain expense refunds.

Property operating expenses from existing properties increased in the 2025 period primarily from higher snow removal costs, property taxes and property payroll related expenses, partially offset by decreases in advertising expenses and property insurance costs.

General and Administrative Expenses

General and administrative expenses increased $1.9 million in the 2024 period compared to the 2023 period.

We recorded executive separation amounts totaling $1.6 million and ($806,000) in the 2024 period and the 2023 period, respectively.

Exclusive of those adjustments, general and administrative expenses decreased approximately $470,000 due primarily to reduced executive share-based compensation expense and lower third-party professional fees.

General and administrative expenses increased $702,000 in 2025 compared to 2024.

We recorded executive separation amounts totaling $1.6 million in the 2024 period.

We had no executive separation costs in 2025.

Exclusive of the 2024 amounts, general and administrative expenses increased approximately $2.3 million primarily due to higher compensation expenses, healthcare costs and technology related licensing costs, partially offset by lower third-party professional fees.

Depreciation and Amortization

Depreciation and amortization expense increased $29.8 million in the 2024 period compared to the 2023 period.

Depreciation and amortization expense increased $12.3 million in 2025 compared to 2024.

The following table sets forth the changes in various components of depreciation and amortization costs from the 2024 period to the 2025 period (in thousands):

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Depreciation and amortization expenses from existing properties $ 133,656 $ 136,889 $ (3,233)

Depreciation and amortization from new developments and acquired properties 33,860 4,889 28,971

Depreciation and amortization from acquired properties and property disposed 17,320 1,801 15,519

$ 150,976 $ 138,690 $ 12,286

The increase in depreciation and amortization from existing properties was primarily due to increased depreciation related to recent center redevelopment projects and solar projects placed in service during the last two years.

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

Interest Expense

Interest expense increased $12.7 million in the 2024 period compared to the 2023 period.

The increase was primarily due to the $325.0 million of Daily SOFR interest rate swaps that we entered into throughout 2023 that became effective on February 1, 2024 at average fixed pay rate of 3.90%.

These swaps replaced $300.0 million of existing swaps that expired on February 1, 2024 which had an average fixed pay rate of 0.40%.

In addition, we had balances drawn on our lines of credit at different times during the 2024 period.

No amounts were outstanding on our lines of credit during the 2023 period.

Finally, our Nashville, TN property opened during the fourth quarter of 2023 and therefore we did not capitalize interest costs related to it in the 2024 period as we did during the 2023 period.

Interest expense increased $5.2 million in 2025 compared to 2024.

We had outstanding balances averaging approximately $76.5 million on our unsecured lines of credit during 2025 compared to an average of $21.7 million in 2024.

In addition, we assumed a $115.0 million interest only mortgage with the acquisition of the Kansas City, KS center in September 2025.

Other Income (Expense)

Other income (expense) decreased approximately $8.2 million in the 2024 period compared to the 2023 period.

The 2023 period had higher investment income due to higher cash balances than were available in the 2024 period.

The majority of the cash balances were utilized during the fourth quarter of 2023 for the acquisitions of the Asheville, NC and Huntsville, AL centers.

In addition, cash was utilized throughout 2023 to complete the construction of our Nashville, TN center which opened in October 2023.

Other income (expense) decreased approximately $816,000 in 2025 compared to 2024 driven by higher interest income earned during the 2024 period from higher average cash balances.

During the second half of 2024, we raised $115.9 million of proceeds through our ATM Program which were invested to interest bearing accounts until ultimately deployed into the February 2025 Pinecrest, OH acquisition, contributing to the reduction in other income.

Equity in Earnings of Unconsolidated Joint Ventures

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

The increase was primarily due to improved leasing execution period over period at three of our joint venture centers.

The Galveston joint venture refinanced its mortgage during the second quarter of 2025 that resulted in a lower interest rate and the Charlotte joint venture produced stronger comparative results between the periods.

2024 Compared to 2023

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The Operating Partnership is a party to loan agreements with various bank lenders that require the Operating Partnership to comply with various financial and other covenants before it may make distributions to us.

We also also guarantee some of the Operating Partnership's debt.

We also guarantee some of the Operating Partnership's debt.

If the Operating Partnership fails to fulfill its debt requirements, which would trigger our guarantee obligations, then we may be required to fulfill our cash payment commitments under such guarantees.

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We currently consolidate the Operating Partnership because we have (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.

We do not have significant assets other than its investment in the Operating Partnership.

We do not have significant assets other than our investment in the Operating Partnership.

Therefore, the assets and liabilities and the revenues and expenses of the Company and the Operating Partnership are the same on their respective financial statements, except for immaterial differences related to cash, other assets and accrued liabilities that arise from public company expenses paid by the Company.

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Because we consolidate the Operating Partnership, the section entitled "Liquidity and Capital Resources of the Operating Partnership" should be read in conjunction with this section to understand the liquidity and capital resources of the Company on a consolidated basis and how the Company is operated as a whole.

Under our ATM Offering, which commenced in February 2021, and was reinstated with a new program in December 2023, we may offer and sell our common shares, $0.01 par value per share (“Common Shares”), having an aggregate gross sales price of up to $250.0 million.

Dividend Declarations

In January 2025, the Board declared a $0.275 cash dividend per common share payable on February 14, 2025 to each shareholder of record on January 31, 2025, and in its capacity as General Partner of the Operating Partnership, authorized a $0.275 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.

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

In July 2025, the Board declared a $0.2925 quarterly cash dividend per common share payable on August 15, 2025 to each shareholder of record on July 31, 2025, and, in its capacity as General Partner of the Operating Partnership, authorized a $0.2925 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.

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.

In January 2026, the Board declared a $0.2925 cash dividend per common share payable on February 13, 2026 to each shareholder of record on January 30, 2026, and a $0.2925 cash distribution per general and limited partnership unit to the Operating Partnership's unitholders.

Under our at-the-market share offering program (“ATM 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 Program 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 any sale of Common Shares pursuant to the ATM Offering for working capital, funding external growth and general corporate purposes.

As of December 31, 2024, we had approximately $34.5 million remaining available for sale under our ATM Offering program.

We currently intend to use the net proceeds from the sale of common shares pursuant to the ATM Program for external growth, working capital and general corporate expenses.

As of December 31, 2025, we had approximately $400.0 million remaining available for sales of shares under the ATM Program.

The following table sets forth information regarding settlements under our ATM Offering program:

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Aggregate net proceeds after commissions and fees (in thousands) $ 69,314 $ 114,541 $ 88,861

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.

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

We did not initially receive any proceeds from the sale of these common shares, which were sold to underwriters, by the forward purchasers or their respective affiliates.

We did not receive any proceeds from the sale of shares at the time we entered into each of the respective forward sale agreements.

We determined that the forward sale agreements meet the criteria for equity classification and, therefore, are exempt from derivative accounting.

We recorded the forward sale agreements at fair value at inception, which we determined to be zero.

Subsequent changes to fair value are not required under equity classification.

In May 2023, the Board authorized the repurchase of up to $100.0 million of our outstanding Common Shares through 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.

We intend to structure open market purchases to occur within pricing and volume requirements of Rule 10b-18 under the Exchange Act.

We may, from time to time, enter into Rule 10b5-1 plans to facilitate the repurchase of our Common Shares under this authorization.

We did not repurchase any Common Shares during the years ended December 31, 2024, 2023 and 2022.

The remaining amount of Common Shares authorized to be repurchased under the program as of December 31, 2024 was $100.0 million.

In January 2025, the Board declared a $0.275 cash dividend per Common Share payable on February 14, 2025 to each shareholder of record on January 31, 2025, and a $0.275 cash distribution per general and limited partnership unit to the Operating Partnership's unitholders.

There were no sales of our common shares during 2025.

However, during the third quarter of 2025, we settled all of the forward shares that were outstanding under the ATM Program, as discussed in the “Forward Sale Agreements” section below.

Forward Sale Agreements

During the fourth quarter of 2024, we sold an aggregate of 1.9 million shares under the ATM 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 the outstanding forward shares that were issued under the ATM Program for total gross proceeds of $69.7 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 shares, replacing the previously authorized plan to repurchase up to $100.0 million of the Company's outstanding shares that expired May 31, 2025.

The Company intends to structure open market purchases to occur within the pricing and volume requirements of Rule 10b-18 under the Exchange Act.

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

The Company did not repurchase any shares in 2025 subsequent to the authorization of the repurchase plan in May 2025.

The remaining amount authorized to be repurchased under the program as of December 31, 2025 was $200.0 million.

In January 2026, we used approximately $20 million of the net proceeds from the Exchangeable Notes Offering to repurchase 589,622 of the Company’s common shares concurrently with the pricing of the Exchangeable Notes in privately negotiated transactions for $33.92 per common share.

Liquidity and Capital Resources of the Operating Partnership

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Capital expenditures analysis:

New center developments and expansions (1)

New center developments, redevelopments, first generation tenant allowances and expansions (1)

$ 32,474 $ 27,008 $ 5,466

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Additions to rental property-cash basis $ 90,178 $ 100,437 $ (10,259)

(1) The decrease in new center developments and expansions was primarily due to development costs at our site in Nashville, TN, which opened in October 2023.

(2) In the 2024 and 2023 periods, second generation tenant allowances are presented net of $206,000 and $1.1 million tenant allowance reversals respectively, which were the result of a lease modifications.

(3) The decrease in other capital expenditures in 2024 was primarily related to lower spending on our ongoing solar initiatives.

Other capital expenditures includes capital expenditures related to recurring and value-enhancing capital activities.

(1) The increase in new center developments, redevelopments, first generation tenant allowances and expansions was primarily due to outparcel investments and center enhancements.

(2) In the 2025 and 2024 periods, second generation tenant allowances are presented net of $646,000 and $206,000 tenant allowance reversals respectively, which were the result of a lease modifications.

(3) The increase in other capital expenditures in 2025 was primarily related to recent acquisitions and larger scale projects.

We expect total capital expenditures for 2026 to be approximately $120.0 million as compared to capital expenditures of $90.2 million in 2025.

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We expect to maintain sufficient liquidity to fund these capital expenditures.

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 December 2024, we acquired The Promenade at Chenal, a 270,000-square foot, open-air lifestyle center in Little Rock, Arkansas for $73.1 million using cash and proceeds from our ATM program.

The Promenade at Chenal offers a line-up of highly sought-after national brands complemented by a curated roster of popular local and regional retailers, a variety of elevated and casual dining options, and an AMC IMAX Theatre.

In November 2023, we acquired a 382,000-square-foot, open-air outlet center in Asheville, North Carolina for $70.0 million in an all-cash transaction.

The established center is occupied by a diverse mix of brands that includes leading home furnishings providers as well as iconic apparel, footwear and accessories brands.

In addition, in November 2023, we acquired Bridge Street Town Centre, an 825,000-square-foot (including approximately 174,000 square feet ground leased to tenants), open-air lifestyle center in Huntsville, Alabama for $193.5 million with cash proceeds from our ATM program and amounts available under our unsecured lines of credit.

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

Acquisitions, Development and Disposition

Our transaction summary for 2025, 2024 and 2023 is shown in the following table:

Center Location

Date Square Feet Investment or Sale Amount (in millions)

Tanger Outlets Howell

314,000 $ 17.0

Cleveland, OH

February 2025 640,000 167.0

Tanger Outlets Kansas City at Legends

Kansas City, KS

September 2025 690,000 130.0

Total 1,330,000 $ 297.0

The Promenade at Chenal

Little Rock, AR

December 2024 270,000 $ 73.1

Total 270,000 $ 73.1

Tanger Outlets Asheville

Asheville, NC

November 2023 382,000 $ 70.0

Bridge Street Town Centre

Huntsville, AL

November 2023 825,000 193.5

Tanger Outlets Nashville

Nashville, TN

291,000 145.0

Total 1,498,000 $ 408.5

Potential Future Developments, Acquisitions and Dispositions

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As of December 31, 2025, scheduled maturities after 2029 aggregate to $461.7 million.

In anticipation of our upcoming maturities, we have raised $225 million of incremental term loans, extended the maturity to 2030, and $250 million of proceeds from our Exchangeable Notes.

Future Interest Payments

We are obligated to make periodic interest payments at fixed and variable rates, depending on the terms of the applicable debt agreements.

Based on applicable interest rates and scheduled debt maturities as of December 31, 2024, these interest obligations total approximately $147.0 million and range from approximately $11.0 million to $54.4 million on an annual basis over the next five years.

Our variable rate debt agreements are based on Daily SOFR so the Daily SOFR rate at December 31, 2024 was used to calculate future interest expense.

Based on applicable interest rates and scheduled debt maturities as of December 31, 2025 and the debt transactions discussed in our subsequent events footnote, these interest obligations total approximately $306.2 million and range from approximately $52.0 million to $79.1 million on an annual basis over the next five years.

Our variable rate debt agreements are based on Daily SOFR so the Daily SOFR rate at December 31, 2025, combined with interest rate swaps entered into, was used to calculate future interest expense.

Operating Lease Obligations

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Operating Activities

The increase in net cash provided by operating activities was primarily due to the addition of three centers during the fourth quarter of 2023, changes in working capital and an increase in rental revenues at existing centers primarily driven by an increase in occupancy rates and increase in rental rates.

The increase in net cash provided by operating activities was primarily due to the addition of two centers during 2025, changes in working capital and an increase in rental revenues at existing centers primarily driven by an increase in occupancy rates and increase in rental rates.

Investing Activities

The decrease in net cash used in investing activities was primarily driven by lower additions to rental property as the 2023 period includes the acquisition in November 2023 of two centers in Asheville, NC and Huntsville, AL, and the development of our new center in Nashville, TN, which opened in October 2023.

These items were partially offset by the acquisition of our new center in Little Rock, AR in December 2024.

The increase in net cash used in investing activities was primarily driven by the acquisition of our Cleveland, OH and Kansas City, KS centers during 2025, partially offset by proceeds from the sale of our center in Howell, MI.

Financing Activities

The primary cause for the increase in net cash used in financing activities was higher dividends paid during 2024 compared to 2023 primarily driven by an increase in our dividend rate, higher amount of net share settlements related to the vesting of equity awards and finance origination costs related to the amendment and extension of our unsecured lines of credit, net repayments on our line of credit and less cash generated from short-term investment activities, offset by higher proceeds from our ATM Program and higher draws on our unsecured lines of credit to fund acquisitions and development.

The primary cause for the decrease in net cash used in financing activities was higher draws on our unsecured lines of credit to fund acquisitions and development and proceeds from the amendment of our mortgage at our Southaven, MS center, offset by higher dividend payments and lower proceeds from share issuances.

Financing Arrangements

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

We believe our current balance sheet position is financially sound;

however, due to the economic uncertainty caused by the current macroeconomic environment, including rising interest rates and inflation, and the inherent uncertainty and unpredictability of the capital and credit markets, we can give no assurance that affordable access to capital will exist between now and when our next significant debt matures, which is our $350.0 million senior notes due September 2026.

Equity Offerings under the ATM Offering Program

During 2024, we sold 3.4 million 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.

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

Our ATM Offering Program also provides that we may sell Common Shares through forward sale contracts.

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

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.

We did not initially receive any proceeds from the sale of these common shares, which were sold to underwriters, by the forward purchasers or their respective affiliates.

Throughout 2023, we entered into $325 million of forward starting Daily SOFR interest rate swaps at average fixed pay rate of 3.90%.

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

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

Unsecured term loan

In October 2022, we amended and restated our unsecured term loan.

The outstanding balance was increased from $300.0 million to $325.0 million, and the maturity date was extended to January 2027 plus a one-year extension option.

The interest rate changed from LIBOR + 1.25% to Adjusted SOFR + 0.94% based on our current credit rating.

The amendment also incorporates a sustainability metric, reducing the applicable grid-based interest rate spread by one basis point annually, subject to meeting certain thresholds.

The outstanding balance as of December 31, 2024 was $325.0 million.

Unsecured Lines of Credit Amendments and Extension

In April 2024, the Operating Partnership entered into amendments to its unsecured lines of credit, which, among other things, increased the borrowing capacity from $520.0 million to $620.0 million, with an accordion feature to increase total borrowing capacity under the unsecured 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.

We believe our current balance sheet position is financially sound, particularly given our recent extension and expansion 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.

Equity Offerings under the ATM Program

During 2025, we did not sell any shares under our at-the-market share offering program (“ATM Program”).

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

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

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

During the fourth quarter of 2024, we sold an aggregate of 1.9 million shares under the ATM 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 the outstanding forward shares under the ATM Program for total gross proceeds of $69.7 million.

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

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

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

Unsecured Lines of Credit Amendments

In January 2026, the Operating Partnership also entered into amendments to each of (i) the Revolving Credit Agreement with, Bank of America, N.A., as administrative agent, and the lenders party thereto, and (ii) the Liquidity Credit Agreement with Bank of America, N.A.,referred to herein as the Operating Partnership’s unsecured lines of credit, such amendments in each case removing the 10 basis point SOFR credit adjustment spread and making certain conforming changes from the 2030 Term Loan and the 2033 Term Loan.

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.

Other Financing Activity

In October 2022, the Southaven, Mississippi consolidated joint venture amended and restated its secured mortgage, increasing the outstanding balance to $51.7 million from $40.1 million, extending the maturity date to October 2026 plus a one-year extension option, from April 2023, with an interest rate of Adjusted SOFR plus 200 basis points.

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.

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%.

The Operating Partnership’s debt agreements require the maintenance of certain ratios, including debt service coverage and leverage, and limit the payment of dividends such that dividends and distributions will not exceed FFO, as defined in the debt agreements, for the prior fiscal year on an annual basis or 95% on a cumulative basis.

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Joint Venture Ownership %

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

Charlotte 50%

Venture Debt Maturity Date Interest Rate Effective Interest Rate

Percent Guaranteed by the Operating Partnership

Charlotte, NC

$ 96.0 July 2028 4.27% 4.3 % — %

71.0 October 2032 6.25% 6.3 % — %

Galveston/Houston 50%

58.0 June 2026

60.0 June 2030 Daily SOFR + 1.65% 5.1 % — %

National Harbor 50%

National Harbor, MD

90.4 January 2030 4.63% 4.6 % — %

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$ 315.7 5.0 %

$ 317.2 $ 10.0

Houston/Galveston, Texas

In June 2023, the Galveston/Houston joint venture completed the refinance of its mortgage.

The new $58.0 million loan has a maturity date of June 2026 and an interest rate of Daily SOFR + 3.00%.

In conjunction with this refinancing, the joint venture entered into a $29.0 million interest rate swap that fixes Daily SOFR at 4.44% until December 2025.

Columbus, Ohio

In September 2022, the joint venture that owns the Columbus, Ohio center completed the refinance of its existing $71.0 million mortgage, which had an interest rate of LIBOR + 1.85% and a maturity date of November 2022.

The refinanced mortgage remained $71.0 million, but became a non-recourse loan with a maturity date in October 2032 and a fixed interest rate of 6.25%.

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.

The refinancing provided for the removal of the Operating Partnership's principal guarantee.

Critical Accounting Estimates

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As these inputs are difficult to predict and are subject to future events that may alter our assumptions, the future cash flows estimated by management in its impairment analysis may not be achieved, and actual losses or impairment may be realized in the future.

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.

Evaluation of Impairment of investments

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The tenant improvements and origination costs are amortized as an expense over the remaining life of the lease (or charged against earnings if the lease is terminated prior to its contractual expiration date).

In instances where an acquisition includes the assumption of a mortgage or other debt, we amortize the related discount or premium over the life of the debt instrument.

We assess fair value based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information.

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Also, we may utilize third-party valuation specialists.

As a part of acquisition accounting, the amount by which the fair value of our previously held equity method investment exceeds the carrying book value is recorded as a gain on previously held interest in acquired joint venture.

During the fourth quarter of 2024, we acquired one center for a total purchase price of $73.6 million, including capitalized transaction costs, that was accounted for as an asset acquisition.

Using the above guidance, we allocated the purchase price of asset acquisitions based on the fair value of land, building, tenant improvements, debt and deferred lease costs and other intangibles, such as the value of leases with above or below market rents, origination costs associated with the in-place leases, the value of in-place leases and tenant relationships, if any.

The table below summarizes our asset acquisitions from 2023 - 2025.

Purchase price includes capitalized transaction costs.

Purchase Price

Intangible Assets

2025 Kansas City, KS center was acquired for a total purchase price of $130.0 million.

$115.0 million, 7.57% interest-only mortgage, with an effective rate of 6.0% (see Note 8), that matures in November 2027.

Approximately $0.9 million and $11.3 million, respectively, were allocated to the value of leases with above and below market rents.

During the fourth quarter of 2023, we acquired two centers for a total purchase price of $265.1 million, including capitalized transaction costs, that were accounted for as asset acquisitions.

2025 Cleveland, OH center was acquired for a total purchase price of $167.0 million.

Approximately $6.9 million and $7.5 million, respectively, were allocated to the value of leases with above and below market rents.

2024 Little Rock, AR center was acquired for a total purchase price of $73.1 million.

Approximately $4.7 million and $4.0 million, respectively, were allocated to the value of leases with above and below market rents.

2023 Huntsville, AL center was acquired for a total purchase price of $193.5 million.

Approximately $4.9 million and $3.5 million, respectively, were allocated to the value of leases with above and below market rents.

2023 Asheville, NC center was acquired for a total purchase price of $70.0 million.

Approximately $2.1 million and $2.9 million, respectively, were allocated to the value of leases with above and below market rents.

Revenue recognition and collectability of operating lease receivables

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Core Funds From Operations

We present Core FFO (formerly referred to as Adjusted Funds from Operations "AFFO") as a supplemental measure of our performance.

We present Core FFO as a supplemental measure of our performance.

We define Core FFO as FFO further adjusted to eliminate the impact of certain items that we do not consider indicative of our ongoing operating performance.

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Below is a reconciliation of net income to FFO and Core FFO available to common shareholders (in thousands, except per share amounts):

2025 2024 2023

Net income $ 119,501 $ 102,760 $ 103,882

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Depreciation and amortization of real estate assets - unconsolidated joint ventures 9,790 9,334 10,514

Impairment charge - consolidated

FFO 279,600 247,021 220,846

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Compensation-related adjustments (2)

— 1,554 (806)

Impact of above adjustments to the allocation of earnings to participating securities — (10) 6

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113,172 109,263 104,682

Effect of notional units 865 1,052

Effect of outstanding options and restricted common shares 951 798

Effect of dilutive securities:

Equity awards

1,555 1,816 1,850

Diluted weighted average common shares (for earnings per share computations) 114,727 111,079 106,532

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Each Class A common limited partnership unit is exchangeable for one Common Share, subject to certain limitations to preserve the Company's REIT status.

(2) For the 2024 period, represents executive severance costs, and for the 2023 period, represents the reversal of previously expensed compensation related to a voluntary executive departure.

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

Portfolio Net Operating Income and Same Center NOI

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Other (income) expense (668) (1,484)

Impairment charge

Depreciation and amortization 150,976 138,690

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(1) Non-cash items include straight-line rent, above and below market rent amortization, straight-line rent expense on land leases and gains or losses on outparcel sales, as applicable.

(2) Centers excluded from Same Center NOI Cash Basis:

(2) Centers excluded from Same Center NOI Basis:

Center Date Event

Kansas City, KS September 2025 Acquired

Howell, MI April 2025 Sold

Cleveland, OH February 2025 Acquired

Little Rock, AR December 2024 Acquired

Nashville, TN October 2023 New Development

Asheville, NC November 2023 Acquired

Huntsville, AL November 2023 Acquired

Adjusted EBITDA, EBITDAre and Adjusted EBITDAre

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

2025 2024 2023

Net income $ 119,501 $ 102,760 $ 103,882

3 unchanged sentences

Depreciation and amortization 150,976 138,690 108,889

Impairment charge - consolidated

Compensation-related adjustments (1)

— 1,554 (806)

Adjusted EBITDA $ 340,353 $ 302,463 $ 249,706

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

2025 2024 2023

Net income $ 119,501 $ 102,760 $ 103,882

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Depreciation and amortization 150,976 138,690 108,889

Impairment charge - consolidated

Pro-rata share of interest expense, net - unconsolidated joint ventures

8,477 8,725 8,779

Pro-rata share of depreciation and amortization - unconsolidated joint ventures 9,790 9,334 10,514

1 unchanged sentence

Compensation-related adjustments (1)

— 1,554 (806)

Adjusted EBITDAre $ 358,620 $ 320,522 $ 268,999

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If our occupancy declines, certain centers may fall below the minimum co-tenancy thresholds and could trigger many tenants' contractual ability to pay reduced rents, which in turn may negatively impact our results of operations.

Our occupancy at our consolidated centers was 98% and 97% at the end of the years ended December 31, 2024 and 2023, respectively.

Our occupancy at our consolidated centers was 98% at the end of the years ended December 31, 2025 and 2024.

Our centers typically include well-known, national, branded companies.

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

By maintaining a broad base of well-known tenants, increased diversity of uses, strong population growth in our markets and a geographically diverse portfolio of properties located across the United States, we believe we reduce our operating and leasing risks.

During the year ended December 31, 2025, no one tenant (including affiliates) accounted for more than 7% of our square feet or 6% of our rental revenues.

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While we continue to attract and retain additional tenants, if we were unable to successfully renew or re-lease a significant amount of this space on favorable economic terms or in a timely manner, the loss in rent and our Same Center NOI could be negatively impacted in future periods.

Occupancy at our consolidated centers was 98% and 97.3% as of December 31, 2024 and 2023, respectively.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis