37 unchanged sentences
During the three months ended December 31, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).
−Removed: Entry Into a Material Definitive Agreement (Third Amended and Restated Limited Partnership Agreement of Tanger Properties Limited Partnership)
−Removed: Effective February 20, 2025, the Second Amended and Restated Limited Partnership Agreement (“Prior Agreement”) of Tanger Properties Limited Partnership (the “Partnership”) was amended and restated in its entirety by the Third Amended and Restated Limited Partnership Agreement (the “Restated Partnership Agreement”).
−Removed: (“we” or the “Company”) is the sole general partner of the Partnership and owns its assets and conduct its operations through the Partnership.
−Removed: Prior to adopting the Restated Partnership Agreement, on February 20, 2025, the Partnership received approval from more than 50% of the total outstanding Class A limited partnership interests, as required under the Prior Agreement..
−Removed: No meeting of the Class A limited partners was held for this purpose.
−Removed: The following is a summary of certain of the amendments (collectively, the “Amendments”) to the Prior Agreement reflected in, and effectuated by, the Restated Partnership Agreement.
−Removed: The Amendments provide that the Company may cause the Partnership to issue LTIP units, which are intended to qualify as “profits interests” for U.S.
−Removed: federal income tax purposes, to persons providing services to the Partnership.
−Removed: LTIP units may be issued subject to vesting requirements, which, if they are not met, may result in the automatic forfeiture of any LTIP units issued.
−Removed: Generally, LTIP units will be entitled to the same non-liquidating distributions and allocations of profits and losses as the Class A Units (as defined in the Restated Partnership Agreement) on a per unit basis.
−Removed: As with Class A Units, liquidating distributions with respect to LTIP units are made in accordance with the positive capital account balances of the holders of these LTIP units to the extent associated with these LTIP units.
−Removed: However, unlike Class A Units, upon issuance, LTIP units generally will have a capital account equal to zero.
−Removed: Upon the sale of all or substantially all of the assets of the Partnership or a book-up event for tax purposes in which the book values of the Partnership’s assets are adjusted, holders of LTIP units will be entitled to priority allocations of any book gain that may be allocated by the Partnership to increase the value of their capital accounts associated with their LTIP units until these capital accounts are equal, on a per unit basis, to the capital accounts associated with the Class A Units.
−Removed: The amount of these priority allocations will determine the liquidation value of the LTIP units.
−Removed: In addition, once the capital account associated with a vested LTIP unit has increased to an amount equal, on a per unit basis, to the capital accounts associated with the Class A Units, that LTIP unit will be automatically converted into a Class C non-voting common unit that will be substantially equivalent to Class A Units.
−Removed: The book gain that may be allocated to increase the capital accounts associated with LTIP units is comprised in part of unrealized gain, if any, inherent in the property of the Partnership on an aggregate basis at the time of a book-up event.
−Removed: Book-up events are events that, for U.S.
−Removed: federal income tax purposes, require a partnership to revalue its property and allocate any unrealized gain or loss since the last book-up event to its partners.
−Removed: Book-up events generally include, among other things, the issuance or redemption by a partnership of more than a de minimis partnership interest.
−Removed: Redemption Rights
−Removed: The Amendments provide that holders of any Class A Units or Class C Units issued after the effective date of the Restated Partnership Agreement may tender their Units to the Partnership for redemption after the first anniversary of the issuance date in exchange for, at the Company’s option, either a cash payment equal to, on a per unit basis, the average of the closing prices of the common shares of the Company during the ten trading-day period prior to the redemption request or a number of common shares of the Company equal to the number of Units tendered for redemption.
−Removed: The Company, as sole general partner, would have the right to elect to satisfy the redemption with one common share of the Company for each Unit tendered for redemption.
−Removed: Mergers and other Business Combinations
−Removed: The Amendments provide that the Partnership interest of the general partner may be transferred, without consent of Class A Limited Partners in connection with (a) a merger or other combination of the assets of the Company or the Partnership with another entity, (b) a sale of all or substantially all of the assets of the Company General or the Partnership not in the ordinary course of the business of the Company or the Partnership or (c) a reclassification, recapitalization or change of any outstanding shares of the Company so long as, in connection with any such transaction, (I) the Limited Partners will receive, or will have the right to elect to receive, for each Partnership Unit, an amount of cash, securities or other property equal to the product of the Exchange Factor (currently 1.0) and the greatest amount of cash, securities or other property paid to a holder of one common share of the Company in consideration of one common share pursuant to the terms of such transaction;
−Removed: of the Company or (II) (a) substantially all of the assets owned by the surviving entity are owned by the Partnership or another limited partnership or limited liability company which is the survivor of a merger or other combination of assets with the Partnership (in each case, the “Surviving Partnership”);
−Removed: (b) Limited Partners that held Partnership Units immediately prior to the consummation of such transaction own a percentage interest of the Surviving Partnership based on the relative fair market value of the net assets of the Partnership and the other net assets of the Surviving Partnership immediately prior to the consummation of such transaction;
−Removed: (c) the rights, preferences and privileges in the Surviving Partnership of such Limited Partners are at least as favorable as those in effect with respect to the Partnership Units immediately prior to the consummation of such transaction and as those applicable to any other limited partners or non-managing members of the Surviving Partnership (other than holders of preferred units of limited partnership interest, if any);
−Removed: and (d) the rights of such Limited Partners include at least one of the following:
−Removed: (1) the right to redeem their interests in the Surviving Partnership for the consideration available to such persons as described in the preceding sentence or (2) the right to redeem their interests in the Surviving Partnership for cash on terms substantially equivalent to those in effect with respect to their Partnership Units immediately prior to the consummation of such transaction, or, if the ultimate controlling person of the Surviving Partnership has publicly traded common equity securities, such common equity securities, with an exchange ratio based on the determination of relative fair market value of such securities and the REIT common shares.
−Removed: This description of the Restated Partnership Agreement is qualified in its entirety by reference to the Restated Partnership Agreement, which is filed as Exhibit 10.38 to this Annual Report and is hereby incorporated by reference into this Item 9B.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
5 unchanged sentences
The information concerning the Company's executive officers required by this Item is incorporated herein by reference to the section at the end of Part I, entitled “Information About The Executive Officers of Tanger Inc.”
−Removed: The information concerning our Company Code of Business Conduct and Ethics required by this Item, which is posted on our website at www.tanger.com, is incorporated herein by reference to the Company's Proxy Statement to be filed with respect to the Company's 2025 Annual Meeting of Shareholders.
+Added: The information concerning our Company Code of Business Conduct and Ethics required by this Item, which is posted on our website at www.tanger.inc, is incorporated herein by reference to the Company's Proxy Statement to be filed with respect to the Company's 2026 Annual Meeting of Shareholders.
The information found on, or otherwise accessible through, our website is not incorporated into, and does not form a part of, this Annual Report on Form 10-K or any other report or document we file with or furnish to the SEC.
16 unchanged sentences
Equity compensation plans approved by security holders 1,226,546 (1)
+Added: $ 16.97 3,417,000 (2)
Equity compensation plans not approved by security holders 1,000,000 (3)
Total 2,226,546 $ 9.87 3,417,000
−Removed: (1) Includes (a) 434,810 common shares issuable upon the exercise of outstanding options (142,010 of which are vested and exercisable), (b) 401,613 restricted common shares that may be issued under the 2022 Performance Share Plan (the "2022 PSP") upon the satisfaction of certain conditions (assumes a maximum payout), (c) 465,469 restricted common shares that may be issued under the 2023 Performance Share Plan (the "2023 PSP") upon the satisfaction of certain conditions (assumes a maximum payout), and (d) 360,207 restricted common shares that may be issued under the 2024 Performance Share Plan (the "2024 PSP") upon the satisfaction of certain conditions (assumes a payout between target and maximum).
−Removed: Because there is no exercise price associated with the 2022 PSP, 2023 PSP and 2024 PSP awards, such restricted common shares are not included in the weighted average exercise price calculation.
+Added: (1) Includes (a) 382,700 common shares issuable upon the exercise of outstanding options (282,700 of which are vested and exercisable), (b) 465,469 restricted common shares that may be issued in respect of notional units granted under the 2023 Performance Share Plan (the "2023 PSP") upon the satisfaction of certain conditions (assumes a maximum payout), (c) 285,853 restricted common shares that may be issued in respect of notional units granted under the 2024 Performance Share Plan (the "2024 PSP") upon the satisfaction of certain conditions (assumes a payout between target and maximum), (d) 77,344 common shares or restricted common shares that may be issued in respect of notional units or LTIP units granted under the 2025 Performance Share Plan (the "2025 PSP") upon the satisfaction of certain conditions (assumes a payout between minimum and target) and (e) 15,180 common shares that may be issued in respect of time-vested LTIP units.
+Added: Because there is no exercise price associated with the 2023 PSP, 2024 PSP, 2025 PSP awards or time-vested LTIP units, such awards are not included in the weighted average exercise price calculation.
(2) Represents common shares available for issuance under the Amended and Restated Incentive Award Plan.
54 unchanged sentences
(Incorporated by reference to Exhibit 3.1 to the Company's and Operating Partnership's Report on Form 8-K dated November 7, 2023.)
−Removed: 3.2 By-laws of Tanger Factory Outlet Centers, Inc.
−Removed: restated to reflect all amendments through May 18, 2012.
−Removed: (Incorporated by reference to Exhibit 3.2 to the Company's and Operating Partnership's Form S-3 dated June 7, 2012.)
−Removed: Amended and Restated Bylaws of Tanger Factory Outlet Centers, Inc.
+Added: 3.2 Amended and Restated Bylaws of Tanger Inc.
(Incorporated by reference to Exhibit 3.2 to the Company's and Operating Partnership's Report on Form 8-K dated November 7, 2023.)
16 unchanged sentences
4.1J Tanger Properties Limited Partnership Third Amended to Restated Term Loan Agreement dated as of October 12, 2022 (Incorporated by reference to exhibit 10.01 filed with the Company's and Operating Partnership's Report on form 8-K dated October 12, 2022).
−Removed: 4.1K Tanger Properties Limited Partnership Libor Transition Amendment to Fourth Amended and Restated Liquidity Credit Agreement dated as of July 13, 2021.
−Removed: (incorporated by reference to Exhibit 4.1K to the Company's and Operating Partnership's Annual Report on Form 10-K dated February 27, 2023).
+Added: 4.1K Tanger Properties Limited Partnership Libor Transition Amendment to Fourth Amended and Restated Liquidity Credit Agreement dated as of July 13, 2021 (incorporated by reference to Exhibit 4.1K to the Company's and Operating Partnership's Annual Report on Form 10-K dated February 27, 2023).
4.2 Description of Common Shares.
9 unchanged sentences
(Incorporated by reference to Exhibit 10.1 to the Company's and Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011.)
−Removed: 10.3 Registration Rights Agreement among the Company, the Tanger Family Limited Partnership and Stanley K.
−Removed: (Incorporated by reference to the exhibits to the Company's Registration Statement on Form S-11 filed May 27, 1993, as amended.)
−Removed: 10.3A Amendment to Registration Rights Agreement among the Company, the Tanger Family Limited Partnership and Stanley K.
−Removed: (Incorporated by reference to the exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 1995.)
−Removed: 10.3B Second Amendment to Registration Rights Agreement among the Company, the Tanger Family Limited Partnership and Stanley K.
−Removed: Tanger dated September 4, 2002.
−Removed: (Incorporated by reference to Exhibit 10.11B to the Company's Annual Report on Form 10-K for the year ended December 31, 2003.)
−Removed: 10.3C Third Amendment to Registration Rights Agreement among the Company, the Tanger Family Limited Partnership and Stanley K.
−Removed: Tanger dated December 5, 2003.
−Removed: (Incorporated by reference to Exhibit 10.11B to the Company's Annual Report on Form 10-K for the year ended December 31, 2003.)
−Removed: 10.3D Fourth Amendment to Registration Rights Agreement among the Company, the Tanger Family Limited Partnership and Stanley K.
−Removed: Tanger dated August 8, 2006.
−Removed: (Incorporated by reference to Exhibit 10.12D to the Company's Registration Statement on Form S-3, dated August 9, 2006.)
−Removed: 10.3E Fifth Amendment to Registration Rights Agreement among the Company, The Tanger Family Limited Partnership and Stanley K.
−Removed: Tanger dated August 10, 2009.
−Removed: (Incorporated by reference to Exhibit 1.2 to the Company's Current Report on Form 8-K dated August 14, 2009.)
−Removed: 10.4 Registration Rights Agreement amount Tanger Factory Outlet Centers, Inc., Tanger Properties Limited Partnership and DPSW Deer Park LLC.
−Removed: (Incorporated by reference to Exhibit 10.2 to the Company's and the Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended September 30, 2013.)
10.5 Agreement Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K.
14 unchanged sentences
10.11* Form of Outperformance Plan Notional Unit Award agreement between the Company and Certain Officers.(Incorporated by reference to Exhibit 10.2 to the Company's and Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018.)
−Removed: 10.12* F orm of Restricted Share Agreement between the Com pany and certain Directors (Incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 10-Q for t he quarter ended March 31, 2024.)
−Removed: 10.13* F orm of Restricted Share Agreement between the Co mpany and certain Officers (Incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 10-Q for t he quarter ended March 31, 2024.)
−Removed: 10.14* F orm of Tanger Inc.
+Added: 10.12* Form of Restricted Share Agreement between the Company and certain Directors (Incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 10-Q for the quarter ended March 31, 2024.)
+Added: 10.13* Form of Restricted Share Agreement between the Company and certain Officers (Incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 10-Q for the quarter ended March 31, 2024.)
+Added: 10.14* Form of Tanger Inc.
Notional Unit Award Agreement between the Company and certain Officers (Incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 10Q for the quarter ended March 31, 2024.)
20 unchanged sentences
Swanson, dated September 28, 2020 (incorporated by reference to Exhibit 10.47 to the Company and Operating Partnership's Annual Report on Form 10-K dated February 23, 2021).
−Removed: 10.26* Offer Letter of Justin Stein, dated October 13, 2021 (incorporated by reference to Exhibit 10.28 to the Company's and Operating Partnership's Annual Report on Form 10-K dated February 22, 2022).
−Removed: 10.27* Offer Letter of Michael Bilerman, dated September 15, 2022.
−Removed: (incorporated by reference to Exhibit 10.30 to the Company's and Operating Partnership's Annual Report on Form 10-K dated February 27, 2023).
+Added: 10.26* O ffer Letter of Justin Stein, dated Decemb er 30, 2025.
+Added: 10.27* Offer Letter of Michael Bilerman , dated Se ptember 15, 2022 (incorporated by reference to Exhibit 10.
+Added: 30 to the Company's and Operating Partnership's Annual Report on Form 10-K dated February 2 7 , 202 3 ).
10.28* Incentive Award Plan of Tanger Factory Outlet Centers, Inc.
and Tanger Properties Limited Partnership (Amended and restated as of May 19, 2023) (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q dated August 4, 2023).
−Removed: 10.29* Offer Letter of Jessica Norman, dated July 6, 2023 (incorporated by reference to Exhibit 10.2 to the Company's and Operating Partnership's Quarterly Report on Form 10-Q dated November 7, 2023).
+Added: 10.29* Offer Letter of Jessica Norman, dated December 30, 2025 .
10.30* Letter Agreement with Steven B.
Tanger, dated September 28, 2023 (incorporated by reference to Exhibit 10.3 to the Company's and Operating Partnership's Quarterly Report on Form 10-Q dated November 7, 2023).
−Removed: 10.31 ATM Equity Offering SM Sales Agreement dated December 6, 2023 (incorporated by reference to Exhibit 1.1 to the Co mpany's Current Report on Form 8-K dated December 6, 2023)
−Removed: 10.32 Fifth Amended and Restated R evolvi ng Credit Agreement dated as of April 12, 2024 between Tanger Properties Limited Partnership, Tanger Inc., and Bank of America National Assoc iation , as Administrative Agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated April 15, 202 4)
−Removed: 10.33 Fifth Amended and Restated Liquidity Credit Agreement dated as of April 12, 2024 between Tanger Properties Limited Partnership, Tanger Inc., and Bank of America National Association, as Administrative Agent, and the lenders party thereto (incorporated by reference to Exhibit 10.
−Removed: 2 to the Company's Current Report on Form 8-K dated April 15, 2024)
−Removed: 10.34 Tanger Properties Limited Partnership Third Amended and Restated Limited Partnership Agreement, dated February 20, 2025
−Removed: 10.35* F orm of Basic L ong Term Incentive Plan Agreement between the Co mpany and certain Officers
−Removed: 10.36* F orm of Performance Long Term Incentive P lan Agreement between the Com pany and certain O fficers
−Removed: 10.37* F orm of Basic Long Term Incentive Plan Agreement between the Company and certain Directors.
+Added: 10.31 ATM Equity Offering SM Sales Agreement dated February 24, 2025 (incorporated by reference to Exhibit 1.1 to the Company's Current Report on Form 8-K dated February 24, 2025 )
+Added: 10.32 Fifth Amended and Restated Revolving Credit Agreement dated as of April 12, 2024 between Tanger Properties Limited Partnership, Tanger Inc., and Bank of America National Association, as Administrative Agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated April 15, 2024)
+Added: 10.33 Fifth Amended and Restated Liquidity Credit Agreement dated as of April 12, 2024 between Tanger Properties Limited Partnership, Tanger Inc., and Bank of America National Association, as Administrative Agent, and the lenders party thereto (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated April 15, 2024)
+Added: 10.34 T anger Properties Limited Partnership Third Amended and Restated Limited Partners hip Agreement, dated February 20, 2025 (incorporated by reference to Exhibit 10.34 to the Company's Annual Report on Form 10-K dated February 21, 2025).
+Added: 10.35* F orm of Basic Long Term Incent i ve Plan Agreement between the Company and certain Officers (incorporated by reference to Exhibit 10.35 to the Company's Annual Report on Form 10-K dated February 21, 2025).
+Added: 10.36* F orm of Performance Long Term Incen tive Plan Agreement between the Company and certain Officers (incorpor ated by reference to Exh ibit 10.36 to the C ompany's Annual Report on Form 10-K dated February 21, 2025).
+Added: 10.37* F orm of Basic Long Term I ncentive Plan Agreement between the Co mpany and certain Directors (incorporated by reference to Exhibit 10.37 to the Company ' s Annual Report on Form 10-K dated February 21, 2025).
+Added: 10.38 Fourth Amended and Restated Term Loan Agreement dated as of January 6, 2026, among Tanger Properties Limited Partnership, Wells Fargo Bank, National Association, as Administrative Agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated January 6, 2026)
+Added: 10.39 T erm Loan Agreement dated as of January 6, 2026, among Tanger Properties Limited Partnership, Toronto Dominion (Texas) LLC, as Administrative Ag ent, and the lenders party thereto (inc orporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated January 6, 2026).
+Added: 10.4 Letter Agreement to Fifth Amended and Restated Credit Agreement dated January 6, 2026, among Tanger Properties Limited Partnership, Bank of America, N.A., as Administrative Agent, and the lenders party thereto (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K dated January 6, 2026)
+Added: 10.41 Letter Agreement to Fifth Amended and Restated Liquidity Credit Agreement dated January 6, 2026, among Tanger Properties Limited Partnership, Bank of America, N.A., as Administrative Agent, and the lenders party thereto (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K dated January 6, 2026)
+Added: 10.42 R egistrat ion Right s Agreement, dated as of January 12, 2026, among the Operating Partnership, the Company and the Representative (inc orporated by reference to Exhibit 10.1 to the Company's Cur rent Report on Form 8-K dated January 12, 2026).
+Added: 10.43 Form of Capped Call Confirmation (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated January 12, 2026)
19.1** Tanger Inc.
18 unchanged sentences
(incorporated by reference to Exhibit 97.1 to the Company's and Operating Partnership's Annual Report on Form 10-K dated February 21, 2024).
−Removed: 99.1 F ederal Income Tax Considerations (Incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K dated August 5, 2024 .)
+Added: 99.1 Federal Income Tax Considerations
101.INS** Inline XBRL Instance Document - the Instance Document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
31 unchanged sentences
Citrin Director February 26, 2026
−Removed: Henry Director February 21, 2025
/s/ Sandeep L.
31 unchanged sentences
Citrin Director February 26, 2026
−Removed: Henry Director February 21, 2025
/s/ Sandeep L.
10 unchanged sentences
We have audited the accompanying consolidated balance sheets of Tanger Inc.
−Removed: (formerly Tanger Factory Outlet Centers, Inc.) and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, shareholders' equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes and the schedule listed in the Index at Item 15(a)(2) (collectively referred to as the "financial statements").
+Added: and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, shareholders' equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes and the schedule listed in the Index at Item 15(a)(2) (collectively referred to as the "financial statements").
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
36 unchanged sentences
We have audited the internal control over financial reporting of Tanger Inc.
−Removed: (formerly Tanger Factory Outlet Centers, Inc.) and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
+Added: and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
93 unchanged sentences
Cash and cash equivalents 18,133 46,992
−Removed: Short-term investments — 9,187
+Added: Restricted cash 35,395 —
Investments in unconsolidated joint ventures 64,862 65,665
37 unchanged sentences
General and administrative 78,722 78,020 76,130
+Added: Impairment charge
Depreciation and amortization 150,976 138,690 108,889
2 unchanged sentences
Interest expense ( 65,860 ) ( 60,637 ) ( 47,928 )
−Removed: Loss on early extinguishment of debt — — ( 222 )
−Removed: Gain on sale of assets — — 3,156
Other income (expense) 668 1,484 9,729
31 unchanged sentences
Common shares Paid in capital Accumulated distributions in excess of earnings Accumulated other comprehensive income (loss) Total shareholders' equity Noncontrolling interest in Operating Partnership Noncontrolling interests in other consolidated partnerships Total
−Removed: Balance, December 31, 2021
+Added: December 31, 2022
1,045 $ 987,192 $ ( 485,557 ) $ ( 11,037 ) $ 491,643 $ 22,291 $ — $ 513,934
4 unchanged sentences
1 1,235 — — 1,236 — — 1,236
+Added: Issuance of 3,494,919 common shares
+Added: 35 88,407 — — 88,442 — — 88,442
Grant of 1,064,400 restricted common share awards, net of forfeitures
22 unchanged sentences
— 1,313 — — 1,313 — — 1,313
−Removed: Issuance of of 3,494,919 common shares
+Added: Issuance of 3,374,184 common shares
34 113,769 — — 113,803 — — 113,803
1 unchanged sentence
8 ( 8 ) — — — — — —
+Added: Issuance of 136,469 deferred shares
+Added: 1 ( 1 ) — — — — — —
Withholding of 419,643 common shares for employee income taxes
1 unchanged sentence
Adjustment for noncontrolling interests in Operating Partnership — ( 3,808 ) — — ( 3,808 ) 3,808 — —
−Removed: Exchange of 30,024 Operating Partnership units for 30,024 common shares
−Removed: — — — — — — — —
Common dividends
20 unchanged sentences
6 ( 6 ) — — — — — —
−Removed: Issuance of 136,469 deferred shares
−Removed: 1 ( 1 ) — — — — — —
Withholding of 235,838 common shares for employee income taxes
1 unchanged sentence
Adjustment for noncontrolling interests in Operating Partnership — ( 2,030 ) — — ( 2,030 ) 2,030 — —
+Added: Exchange of 45,054 Operating Partnership units for 45,054 common shares
+Added: 1 (1) — — — — — —
Common dividends ($ 1.1525 per share)
13 unchanged sentences
Depreciation and amortization 150,976 138,690 108,889
+Added: Impairment charge
Amortization of deferred financing costs 3,735 3,496 3,196
−Removed: Gain on sale of assets — — ( 3,156 )
−Removed: Loss on early extinguishment of debt — — 222
Equity in earnings of unconsolidated joint ventures ( 13,580 ) ( 11,289 ) ( 8,240 )
16 unchanged sentences
( 182,996 ) ( 76,133 ) ( 259,689 )
−Removed: Proceeds on sale of non-real estate assets — — 14,610
Additions to short-term investments — — ( 7,679 )
22 unchanged sentences
Payment for other financing activities ( 1,148 ) ( 1,148 ) ( 1,148 )
−Removed: Net cash used in financing activities ( 48,335 ) ( 19,278 ) ( 64,163 )
+Added: Net cash provided by (used in) financing activities ( 25,622 ) ( 48,335 ) ( 19,278 )
Effect of foreign currency rate changes on cash and cash equivalents 326 ( 122 ) ( 115 )
Net increase/(decrease) in cash, cash equivalents and restricted cash 6,536 34,214 ( 199,346 )
−Removed: Cash and cash equivalents, beginning of year 12,778 212,124 161,255
−Removed: Cash and cash equivalents, end of year $ 46,992 $ 12,778 $ 212,124
+Added: Cash, cash equivalents and restricted cash beginning of year 46,992 12,778 212,124
+Added: Cash, cash equivalents and restricted cash end of year $ 53,528 $ 46,992 $ 12,778
The accompanying notes are an integral part of these consolidated financial statements.
10 unchanged sentences
Cash and cash equivalents 17,893 46,700
−Removed: Short-term investments — 9,187
+Added: Restricted cash 35,395 —
Investments in unconsolidated joint ventures 64,862 65,665
35 unchanged sentences
General and administrative 78,722 78,020 76,130
+Added: Impairment charge
Depreciation and amortization 150,976 138,690 108,889
2 unchanged sentences
Interest expense ( 65,860 ) ( 60,637 ) ( 47,928 )
−Removed: Loss on early extinguishment of debt — — ( 222 )
−Removed: Gain on sale of assets — — 3,156
Other income (expense) 668 1,484 9,729
39 unchanged sentences
— 1,236 — 1,236 — 1,236
+Added: Issuance of 50,000 general partner units and 3,444,919 limited partner units
+Added: 1,283 87,159 — 88,442 — 88,442
Withholding of 379,512 common units for employee income taxes
11 unchanged sentences
— 1,313 — 1,313 — 1,313
+Added: Issuance of 136,469 deferred units
Issuance of 100,000 general partner units and 3,274,184 limited partner units
2 unchanged sentences
— ( 12,030 ) — ( 12,030 ) — ( 12,030 )
+Added: Contributions from noncontrolling interests — — — — — —
Common distributions ($ 1.085 per common unit)
9 unchanged sentences
— 434 — 434 — 434
−Removed: Issuance of 136,469 deferred units
−Removed: Issuance of 100,000 general partner units and 3,274,184 limited partner units
+Added: Issuance of 1,915,762 limited partner units
— 68,886 — 68,886 — 68,886
2 unchanged sentences
Contributions from noncontrolling interests — — — — — —
−Removed: Common distributions ($ 1.085
−Removed: per common unit)
+Added: Adjustment for noncontrolling interests in other consolidated partnerships — — — — — —
+Added: Acquisition of noncontrolling interest in other consolidated partnership — — — — — —
+Added: Common distributions ($ 1.1525 per common unit)
( 1,441 ) ( 136,166 ) — ( 137,607 ) — ( 137,607 )
12 unchanged sentences
Depreciation and amortization 150,976 138,690 108,889
+Added: Impairment charge
Amortization of deferred financing costs 3,735 3,496 3,196
−Removed: Gain on sale of assets — — ( 3,156 )
−Removed: Loss on early extinguishment of debt — — 222
Equity in earnings of unconsolidated joint ventures ( 13,580 ) ( 11,289 ) ( 8,240 )
14 unchanged sentences
Net proceeds on sale of assets 16,634 — —
−Removed: Proceeds on sale of non-real estate assets — — 14,610
Acquisition of real estate assets
23 unchanged sentences
Payment for other financing activities ( 1,148 ) ( 1,148 ) ( 1,148 )
−Removed: Net cash used in financing activities ( 48,335 ) ( 19,278 ) ( 64,163 )
+Added: Net cash provided by (used in) financing activities ( 25,622 ) ( 48,335 ) ( 19,278 )
Effect of foreign currency rate changes on cash and cash equivalents 326 ( 122 ) ( 115 )
−Removed: Net increase in cash, cash equivalents and restricted cash 34,128 ( 199,439 ) 50,859
−Removed: Cash and cash equivalents, beginning of year 12,572 212,011 161,152
−Removed: Cash and cash equivalents, end of year $ 46,700 $ 12,572 $ 212,011
+Added: Net increase (decrease) in cash, cash equivalents and restricted cash 6,588 34,128 ( 199,439 )
+Added: Cash, cash equivalents and restricted cash beginning of year 46,700 12,572 212,011
+Added: Cash, cash equivalents and restricted cash end of year $ 53,288 $ 46,700 $ 12,572
The accompanying notes are an integral part of these consolidated financial statements.
2 unchanged sentences
Organization of the Company
−Removed: 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.
−Removed: We are a fully integrated, self-administered and self-managed real estate investment trust ("REIT") 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 retail centers.
−Removed: As of December 31, 2024, we owned and operated 31 consolidated centers and two open-air lifestyle centers, with a total gross leasable area of approximately 13.0 million square feet.
+Added: and its subsidiaries, which we refer to as the Company, is one of the leading owners and operators of outlet and and other open-air retail destinations in the United States and Canada.
+Added: We are a fully integrated, self-administered and self-managed real estate investment trust ("REIT") 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 other open-air retail centers.
+Added: As of December 31, 2025, we owned and operated 31 consolidated centers and 3 open-air lifestyle centers, with a total gross leasable area of approximately 14.0 million square feet.
All references to gross leasable area, square feet, occupancy, stores and store brands contained in the notes to the consolidated financial statements are unaudited.
1 unchanged sentence
We also had partial ownership interests in 6 unconsolidated centers totaling approximately 2.1 million square feet, including 2 centers in Canada.
−Removed: The portfolio also includes two managed centers.
+Added: The portfolio also includes one managed center.
Each of our centers, except one joint venture center, features the Tanger brand name.
4 unchanged sentences
The terms “we”, “our” and “us” refer to the Company or the Company and the Operating Partnership together, as the text requires.
−Removed: On November 16, 2023, we changed our legal name from Tanger Factory Outlet Centers, Inc.
−Removed: to Tanger Inc.
−Removed: We refer to Tanger Inc.’s current legal name throughout this Annual Report on Form 10-K.
In November 2021, the Company was admitted as the sole General Partner of the Operating Partnership.
55 unchanged sentences
In accordance with our policy, we review the estimated useful lives of our fixed assets on an ongoing basis.
−Removed: During the year ended 2022, this review indicated that the actual lives of our solar assets were shorter than the estimated useful lives used for depreciation purposes in the our financial statements.
−Removed: As a result, we changed our useful lives of our solar assets to better reflect the estimated periods during which these assets will remain in service.
−Removed: The estimated useful lives of these assets that previously averaged 20 years were decreased to an average of ten years .
−Removed: The effect of this change in estimate was to increase 2022 depreciation expense by $4.4 million, decrease net income by $4.4 million, and decrease basic and diluted earnings per share by $ 0.04 .
Depreciation expense related to rental property included in net income for each of the years ended December 31, 2025, 2024 and 2023 was as follows (in thousands):
15 unchanged sentences
We believe that we mitigate our risk by investing in or through major financial institutions.
+Added: Restricted Cash - Restricted cash consists of cash required to be escrowed pursuant to loan agreements.
Short-term Investments - Investments with an original maturity of greater than three months and less than one year from the date of purchase are considered short-term investments and are stated at fair value.
62 unchanged sentences
Dividends per share for the years ended December 31, 2025, 2024 and 2023 were taxable as follows:
−Removed: Common dividends per share:
2025 2024 2023
+Added: Common dividends per share:
Ordinary income $ 1.1525 $ 1.0773 $ 0.8464
Capital gain — 0.0077 0.1236
−Removed: Return of capital — — —
$ 1.1525 $ 1.0850 $ 0.9700
31 unchanged sentences
Expense reimbursements from unconsolidated joint ventures are recognized in the period the applicable expenses are incurred.
−Removed: Operating Lease Receivable - O ur accounts receivable from tenants, which is recorded in prepaids and other assets on the consolidated balance sheets, has decreased from approximately $8.9 million at December 31, 2023 to approximately $ 8.5 million at December 31, 2024.
+Added: Operating Lease Receivable - O ur accounts receivable from tenants, which is recorded in prepaids and other assets on the consolidated balance sheets, has increased from approximately $ 8.5 million at December 31, 2024 to approximately $ 12.6 million at December 31, 2025.
Straight-line rent adjustments recorded as a receivable in prepaid and other assets on the consolidated balance sheets were approximately $ 52.4 million and $ 49.4 million as of December 31, 2025 and December 31, 2024, respectively.
13 unchanged sentences
Interest paid, net of interest capitalized $ 60,211 $ 54,583 $ 46,923
+Added: 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.
+Added: The following table summarizes cash, cash equivalents and restricted cash (in thousands) for the Company:
+Added: Beginning of period:
+Added: Cash and cash equivalents
+Added: $ 46,992 $ 12,778
+Added: Restricted cash
+Added: Cash, cash equivalents, and restricted cash
+Added: $ 46,992 $ 12,778
+Added: End of period:
+Added: Cash and cash equivalents
+Added: $ 18,133 $ 46,992
+Added: Restricted cash
+Added: Cash, cash equivalents, and restricted cash
+Added: $ 53,528 $ 46,992
Accounting for Equity-Based Compensation - We have a shareholder approved equity-based compensation plan, the Incentive Award Plan of Tanger Inc.
1 unchanged sentence
We may issue non-qualified options and other equity-based awards under the Plan.
+Added: In February 2025, we entered into the Third Amended and Restated Limited Partnership Agreement, providing for the creation of 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.
+Added: Certain of the Company’s unvested restricted common share awards and LTIP units contain non-forfeitable rights to dividends or dividend equivalents.
+Added: 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.
+Added: 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.
We account for our equity-based compensation plan under the fair value provisions of the relevant accounting guidance and we estimate expected forfeitures in determining compensation cost.
5 unchanged sentences
Recently issued accounting standards
−Removed: On August 22, 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-05, an update to ASC Topic 805, Business Combinations.
−Removed: ASU 2023-05 clarifies existing guidance by requiring a joint venture to recognize and initially measure assets contributed and liabilities assumed at fair value, upon its formation.
−Removed: These amendments are effective prospectively for all joint venture formations with a formation date on or after January 1, 2025, with early adoption permitted.
−Removed: We are evaluating the impact of ASU 2023-05 on our consolidated financial statements.
−Removed: We will apply the provisions of ASU 2023-05 to new joint ventures, as applicable, but do not believe the adoption of ASU 2023-05 will have a material impact on our consolidated financial statements.
−Removed: In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280):
−Removed: Improvements to Reportable Segment Disclosures (“ASU 2023-07”).
−Removed: ASU 2023-07 requires, among other updates, enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker.
−Removed: ASU 2023-07 also clarifies that entities with a single reportable segment are subject to both new and existing reporting requirements under Topic 280.
−Removed: 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.
−Removed: We have incorporated the requirements in Footnote 20.
−Removed: In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):
−Removed: Improvements to Income Tax Disclosures (“ASU 2023-09”).
−Removed: ASU 2023-09 updates income tax disclosures related to the rate reconciliation and requires disclosure of income taxes paid by jurisdiction.
−Removed: The ASU also makes several other changes to income tax disclosure requirements.
−Removed: The guidance is effective for fiscal years beginning after December 15, 2024.
−Removed: The guidance should be applied prospectively;
−Removed: however, retrospective application is permitted.
−Removed: Early adoption is permitted.
−Removed: We are evaluating the impact of this guidance on our consolidated financial statements and related disclosures.
−Removed: Rental Property Acquisitions
+Added: The following table provides a brief description of recent accounting pronouncements and the expected impact on our financial statements:
+Added: Standard Description Date of Adoption Effect on the financial statements or other significant matters
+Added: ASU 2023-09, Income Taxes (Topic 740):
+Added: Improvements to Income Tax Disclosures
+Added: 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.
+Added: This guidance is effective for fiscal years beginning after December 15, 2024
+Added: January 1, 2025 Adopting this guidance did not have a material impact on our financial statement disclosures.
+Added: ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):
+Added: Disaggregation of Income Statement Expenses
+Added: ASU 2024-03 requires disclosure in the notes to the financial statements of specified information about certain costs and expenses.
+Added: 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.
+Added: January 1, 2027 We are currently evaluating the impact adopting this guidance will have on our financial statement disclosures.
+Added: ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40)
+Added: 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.
+Added: This guidance is effective for fiscal years beginning after December 15, 2027, and interim periods beginning in 2028.
+Added: January 1, 2028 We are currently evaluating the impact adopting this guidance will have on our financial statement disclosures.
+Added: ASU 2025-11, Interim Reporting (Topic 270) - Narrow-Scope Improvements
+Added: ASU 2025-11 provides a clearer framework and more consistent application of interim disclosure requirements for public business entities.
+Added: This guidance is effective for fiscal years beginning after December 15, 2027.
+Added: January 1, 2028
+Added: We are currently evaluating the impact adopting this guidance will have on our financial statement disclosures.
+Added: ASU 2025-12, Codification Improvements
+Added: ASU 2025-12 refines existing guidance to further enhance the interpretation and application of the Codification.
+Added: The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within those annual reporting periods.
+Added: January 1, 2027
+Added: We are currently evaluating the impact adopting this guidance will have on our financial statement disclosures.
+Added: Rental Property Acquisitions and Developments
+Added: 2025 Acquisitions
+Added: Cleveland, Ohio
+Added: 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.
+Added: We accounted for the transaction as an asset acquisition and additionally capitalized approximately $ 905,000 in transaction costs.
+Added: Kansas City, Kansas
+Added: 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.
+Added: We accounted for the transaction as an asset acquisition and additionally capitalized approximately $ 1.5 million in transaction costs.
+Added: In conjunction with the loan assumption, at closing 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.
+Added: The reserves are included within restricted cash on the consolidated balance sheets.
+Added: 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.
+Added: 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 11).
+Added: 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).
+Added: The aggregate fair value purchase price of the properties acquired during the year ended December 31, 2025 has been allocated as follows:
+Added: (in thousands) Weighted-Average Amortization Period (in years)
+Added: Land $ 32,608
+Added: Buildings, improvements and fixtures 243,573 34.9
+Added: Deferred lease costs and other intangibles:
+Added: Above market lease value 7,781 6.8
+Added: Below market lease value ( 18,754 ) 12.2
+Added: Lease in place value 30,529 6.5
+Added: Lease and legal costs 7,451 5.3
+Added: Total deferred lease costs and other intangibles, net 27,007
+Added: Total fair value of net assets acquired $ 299,355
+Added: There was no contingent consideration associated with these acquisitions.
2024 Acquisition
Little Rock, Arkansas
−Removed: In December 2024, we purchased The Promenade At Chenal in Little Rock, Arkansas, a 270,000 square foot open-air lifestyle center for $ 73.1 million using cash and proceeds from our ATM Offering Program.
+Added: In December 2024, we purchased The Promenade At Chenal in Little Rock, Arkansas, a 270,000 square foot open-air lifestyle center for $ 73.1 million using cash and proceeds from the ATM Program.
We accounted for the transaction as an asset acquisition and additionally capitalized approximately $ 516,000 in transaction costs once the acquisition was deemed probable.
12 unchanged sentences
There was no contingent consideration associated with this acquisition.
+Added: 2023 Developments
+Added: In October 2023, we opened a 291,000 square foot center in Nashville, Tennessee.
+Added: As of December 31, 2025 the center was 100% occupied.
2023 Acquisitions
3 unchanged sentences
Huntsville, Alabama
−Removed: In November 2023, we purchased Bridge Street Town Centre in Huntsville, Alabama, an 825,000 square foot lifestyle center (including approximately 174,000 square feet ground leased to tenants), for $ 193.5 million using cash, proceeds from our ATM Offering Program, and amounts available under our unsecured lines of credit.
+Added: In November 2023, we purchased Bridge Street Town Centre in Huntsville, Alabama, an 825,000 square foot lifestyle center (including approximately 174,000 square feet ground leased to tenants), for $ 193.5 million using cash, proceeds from the ATM Program, and amounts available under our unsecured lines of credit.
At closing, we received a $ 5.4 million credit for unpaid tenant allowances.
14 unchanged sentences
There was no contingent consideration associated with these acquisitions.
−Removed: Development of Consolidated Rental Properties
−Removed: 2023 Developments
−Removed: In October 2023, we opened a 291,000 square foot center in Nashville, Tennessee.
−Removed: As of December 31, 2024 the center was 96.7% occupied.
Disposition of Properties
−Removed: The following table sets forth the property sold during the years ended 2024, 2023 and 2022 (in thousands).
−Removed: Locations Date Sold Square Feet Net Sales Proceeds Gain on Sale
−Removed: 2022 Dispositions:
−Removed: Blowing Rock Blowing Rock, North Carolina December 2022 104 $ 12,400 $ 3,156
−Removed: (1) The rental property sold did not meet the criteria to be reported as discontinued operations.
+Added: During the second quarter of 2025, we sold the center in Howell, Michigan for $ 17.0 million.
+Added: 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.
+Added: The following table sets forth the property sold during 2025 (in thousands):
+Added: Property Location Date Sold Square Feet Net Sales Proceeds Gain on Sale
+Added: Howell Howell, MI April 2025 314 $ 16,628 —
+Added: There were no sales of property during 2024 or 2023.
Investments in Unconsolidated Real Estate Joint Ventures
50 unchanged sentences
In June 2018, the joint venture closed on a $ 100.0 million mortgage loan with a fixed interest rate of approximately 4.3 % and a maturity date of July 2028.
−Removed: The proceeds from the loan were used to pay off the existing $ 90.0 million mortgage loan with an interest rate of LIBOR + 1.45 %, which had an original maturity date of November 2018.
+Added: The proceeds from the loan were used to pay off the prior $ 90.0 million mortgage loan with an interest rate of LIBOR + 1.45 %, which had an original maturity date of November 2018.
The joint venture distributed the incremental net loan proceeds of $ 9.3 million equally to its partners.
10 unchanged sentences
Each partner made a capital contribution of $ 7.0 million to fund the reduction in principal balance.
−Removed: In June 2023, the joint venture completed the refinance of its mortgage, resulting in a reduction in principal balance from $ 64.5 million to $ 58.0 million.
−Removed: The new loan has a maturity date of June 2026 and an interest rate of Daily SOFR + 3.00 %.
−Removed: In conjunction with this refinancing, the joint venture entered into a $ 29.0 million interest rate swap agreement that fixes Daily SOFR at 4.44 % until December 2025.
+Added: 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 SOFR + 3.0 % to Daily SOFR + 1.65 %.
+Added: 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.
+Added: The refinancing provided for the removal of the principal guaranty from the Operating Partnership.
We provide property management, marketing and leasing services to the joint venture.
9 unchanged sentences
We provide leasing and marketing services for the centers and RioCan provides development and property management services.
−Removed: In October 2014, the co-owners opened Tanger Outlets Ottawa, the first ground up development of a Tanger Center in Canada.
−Removed: In 2016, the co-owners commenced construction on an approximately 39,000 square foot expansion, which opened during the second quarter of 2017 to bring the total square feet of the center to approximately 357,000 .
−Removed: In November 2020, the RioCan joint venture closed on the sale of an outparcel located at Tanger Outlets Ottawa for net proceeds of approximately $ 5.5 million, at a gain of approximately $ 2.0 million.
−Removed: Our share of the net proceeds was approximately $ 2.8 million, and our share of the gain was approximately $ 1.0 million.
−Removed: In addition, the RioCan Canada co-owners own Tanger Outlets Cookstown, which is approximately 308,000 square feet.
+Added: Our RioCan joint venture consists of Tanger Outlets Ottawa, the first ground up development of a Tanger Center in Canada and Tanger Outlets Cookstown, an acquisition that we re-branded, both located in Ontario, Canada.
+Added: Tanger Outlets Ottawa is approximately 357,000 square feet.
+Added: Tanger Outlets Cookstown is approximately 308,000 square feet.
Condensed combined summary financial information of joint ventures accounted for using the equity method as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 is as follows (in thousands):
45 unchanged sentences
Amortization of deferred lease costs and other intangibles, excluding above and below market leases, included in depreciation and amortization for the years ended December 31, 2025, 2024 and 2023 was $ 19.5 million, $ 17.1 million and $ 8.8 million, respectively.
−Removed: Amortization of above and below market lease intangibles recorded as an increase or (decrease) in base rentals for the years ended December 31, 2024, 2023 and 2022 was $( 157,000 ), $( 275,000 ) and $( 1.0 ) million, respectively.
+Added: Amortization of above and below market lease intangibles recorded as an increase or (decrease) in base rentals for the years ended December 31, 2025, 2024 and 2023 was $ 710,000 , $( 157,000 ) and $( 275,000 ), respectively.
Estimated aggregate amortization of net above and below market leases and other intangibles for each of the five succeeding years is as follows (in thousands):
11 unchanged sentences
All of the Company's debt is held by the Operating Partnership and its consolidated subsidiaries.
−Removed: 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 as of the date of this Annual Report.
+Added: 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 $ 576.0 million remains available as of December 31, 2025.
The Company also guarantees the Operating Partnership's unsecured term loan.
4 unchanged sentences
The debt of the Operating Partnership as of December 31, 2025 and 2024 consisted of the following (in thousands):
−Removed: Stated Interest Rate(s) Maturity Date Maturity Date With Extension Option Principal Book Value (1)
+Added: Stated Interest Rate(s) Effective Rate (1)
+Added: Maturity Date Maturity Date With Extension Option Principal Book Value (2)
Principal Book Value (2)
Senior, unsecured notes:
−Removed: Senior notes 3.125 % September 2026 $ 350,000 $ 349,045 $ 350,000 $ 348,467
+Added: Senior notes 3.125 % 3.2 % Sept.
+Added: 2026 $ 350,000 $ 349,631 $ 350,000 $ 349,045
Senior notes 3.875 % 3.9 % July 2027 300,000 299,370 300,000 298,956
−Removed: Senior notes 2.750 % September 2031 400,000 393,710 400,000 392,827
−Removed: Unsecured term loan Adj SOFR + 0.94 % January 2027 January 2028 325,000 323,182 325,000 322,322
+Added: Senior notes 2.750 % 2.9 % Sept.
+Added: 2031 400,000 394,608 400,000 393,710
+Added: Unsecured term loan Adj SOFR+ 0.94 % 4.9 % Jan.
+Added: 2028 325,000 323,978 325,000 323,182
Mortgages payable:
Atlantic City (3) (4)
−Removed: 6.440 % December 2026 7,206 7,341 12,336 12,613
−Removed: Southaven Adj SOFR + 2.00 % October 2026 October 2027 51,700 51,525 51,700 51,428
+Added: 6.44 % 5.1 % Dec.
+Added: 2026 5,705 5,760 7,206 7,341
+Added: Kansas City (5)
+Added: 7.57 % 6.0 % Nov.
+Added: 2027 115,000 118,317 — —
+Added: Southaven (3) (6)
+Added: SOFR+ 2.00 % 5.5 % April 2030 61,700 61,157 51,700 51,525
Unsecured lines of credit Adj SOFR+ 0.85 % 4.8 % April 2028 April 2029 44,000 44,000 — —
Total $ 1,601,405 $ 1,596,821 $ 1,433,906 $ 1,423,759
+Added: (1) I ncludes 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.
2 unchanged sentences
Amortization of deferred debt origination costs included in interest expense for the years ended December 31, 2025, 2024 and 2023 was $ 3.7 million, $ 3.5 million and $ 3.2 million, respectively.
−Removed: (2) The effective interest rate assigned during the purchase price allocation to the Atlantic City mortgages assumed during the acquisition in 2011 was 5.05 %.
+Added: (3) We have entered into various interest rate swap agreements to effectively fix variable interest costs (see Note 9).
(4) Principal and interest due monthly with remaining principal due at maturity.
+Added: (5) The effective interest rate assigned during the purchase price allocation to the Atlantic City mortgages assumed during the acquisition in 2011 was 5.05 %.
+Added: 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 %.
+Added: (6) The Operating Partnership provides a 10 % gu arantee of this mortgage, which is held at a joint venture that is consolidated for financial reporting purposes.
Certain of our properties, which had a net book value of approximately $ 197.5 million at December 31, 2025, serve as collateral for mortgages payable.
−Removed: As of December 31, 2024, we maintained unsecured lines of credit that provided for borrowings of up to $ 620.0 million.
+Added: As of December 31, 2025, we maintained unsecured lines of credit that provided for borrowings of up to $ 620.0 million, which had $ 44.0 million borrowed.
The unsecured lines of credit as of December 31, 2025 included a $ 20.0 million liquidity line and a $ 600.0 million syndicated line.
2 unchanged sentences
As of December 31, 2025, we believe we were in compliance with all of our debt covenants.
−Removed: In May 2023, Fitch Ratings assigned a first-time ‘BBB’ long-term issuer default rating to the Company and the Operating Partnership, along with a Stable rating outlook.
−Removed: Fitch also assigned a ‘BBB’ rating to Operating Partnership’s senior unsecured debt, which includes our lines of credit, a term loan and senior notes.
−Removed: As a result, the applicable pricing margin on each of our unsecured lines of credit and our term loan was reduced by 25 basis points (including a 5 basis point reduction in the facility fee on the unsecured lines of credit).
2025 Transactions
−Removed: Unsecured Lines of Credit Extension
−Removed: In April 2024, we entered into amendments to our unsecured line 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 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.
−Removed: 2022 Transactions
Memphis Consolidated Joint Venture
−Removed: In October 2022, the Southaven, Mississippi joint venture amended and restated its secured term loan, increasing the outstanding balance to $ 51.7 million from $ 40.1 million, extending the maturity date from April 2023 to October 2026 plus a one year extension option, with an interest rate of Adjusted SOFR + 2.00 %.
−Removed: Unsecured Term Loan
−Removed: In October 2022, we amended and restated our unsecured term loan.
−Removed: 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.
−Removed: The interest rate changed from LIBOR + 1.25 % to Adjusted SOFR + 1.20 % based on our credit rating at that time.
−Removed: 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.
−Removed: Amendment of Unsecured Line of Credit
−Removed: In October 2022, we amended our unsecured lines of credit to change the interest rate index from LIBOR to Adjusted SOFR.
−Removed: All other terms remained unchanged.
+Added: 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.
+Added: The stated interest rate remained unchanged at the Adjusted Secured Overnight Financing Rate (“Adjusted SOFR”) + 2.0 %.
+Added: In December 2025, the mortgage was amended to remove the SOFR spread, making the interest rate Daily SOFR + 2.0 %.
+Added: In May 2025, we entered into an interest rate swap transaction to fix the interest rate at 3.5 % through April 2029.
+Added: Kansas City, Kansas Mortgage Assumption
+Added: 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.
+Added: The effective interest rate calculated as part of the purchase price allocation was 6 %.
+Added: 2024 Transactions
+Added: Unsecured Lines of Credit Amendments and Extension
+Added: In April 2024, we entered into amendments to our unsecured line 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 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.
Debt Maturities
1 unchanged sentence
Calendar Year Amount
+Added: 2026 $ 355,705
Thereafter 400,000
10 unchanged sentences
Assets (Liabilities) (1) :
−Removed: July 1, 2019 February 1, 2024 $ 25,000 Daily SOFR
−Removed: 1.7 % $ — $ 88
−Removed: January 1, 2021 February 1, 2024 150,000 Daily SOFR 0.5 % — 692
−Removed: January 1, 2021 February 1, 2024 100,000 Daily SOFR 0.2 % — 497
−Removed: March 1, 2021 February 1, 2024 25,000 Daily SOFR 0.2 % — 124
−Removed: $ 300,000 $ — $ 1,401
+Added: Current Derivatives
February 1, 2024 February 1, 2026 $ 75,000 Daily SOFR 3.5 % $ 22 $ 510
1 unchanged sentence
February 1, 2024 January 1, 2027 175,000 Daily SOFR 4.2 % ( 1,358 ) ( 554 )
+Added: May 1, 2025 April 24, 2029 61,700 Daily SOFR 3.5 % ( 417 ) —
Total $ 386,700 3.8 % $ ( 1,833 ) $ 320
+Added: Forward Starting Derivatives
+Added: February 1, 2026 April 1, 2028 $ 75,000 Daily SOFR 3.3 % $ ( 102 ) $ —
+Added: August 1, 2026 October 1, 2027 50,000 Daily SOFR 3.1 % 6 —
+Added: August 1, 2026 April 1 2028 25,000 Daily SOFR 3.1 % 24 —
+Added: January 6, 2026 October 1, 2029 $ 30,000 Daily SOFR 3.3 % ( 25 ) —
+Added: Total $ 180,000 3.3 % $ ( 97 ) $ —
(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.
30 unchanged sentences
Fair values of interest rate swaps are approximated 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.
+Added: Fair Value Measurements on a Nonrecurring Basis
+Added: The following table sets forth our assets that are measured at fair value on a nonrecurring basis within the fair value hierarchy (in thousands):
+Added: Level 1 Level 2 Level 3
+Added: Total Quoted Prices in Active Markets for Identical Assets or Liabilities Significant Observable Inputs Significant Unobservable Inputs
+Added: Fair value for the year ended December 31, 2025:
+Added: Long-lived assets $ — $ — $ 16,628 $ —
+Added: During the first quarter of 2025, we entered into an agreement to sell the Howell, Michigan outlet center for $ 17.0 million.
+Added: We subsequently recorded a $ 4.2 million impairment charge in our consolidated statement of operations to lower the value to the estimated fair value based on this agreement.
Other Fair Value Disclosures
18 unchanged sentences
At-the-Market Offering
−Removed: Under our at-the-market stock offering (“ATM Offering”) program, which commenced 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.
+Added: 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.
+Added: 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.
−Removed: We currently intend to use the net proceeds from the sale of shares pursuant to the ATM Offering program for working capital and general corporate purposes.
−Removed: The Company sold 3.4 million Common Shares in 2024 under the ATM Offering program.
−Removed: As of December 31, 2024, we had approximately $ 34.5 million of Common Shares remaining available for sale under the ATM Offering program.
−Removed: The following table sets forth information regarding settlements under our ATM Offering program:
+Added: As of December 31, 2025, we had approximately $ 400.0 million remaining available for sales of shares under the ATM Program.
+Added: The following table sets forth information regarding settlements under our ATM Program:
2025 2024 2023
6 unchanged sentences
Forward Sale Agreements
−Removed: During 2024, we sold an aggregate of 1.9 million shares under the ATM Offering Program which were subject to forward sale agreements, for an estimated aggregate gross value of $ 69.7 million based on the initial forward sale price of $ 36.40 with respect to each forward sale agreement.
−Removed: Shares can be settled at any time over the next 12 - 15 months, unless otherwise extended.
−Removed: 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.
−Removed: We did not receive any proceeds from the sale of shares at the time we entered into each of the respective forward sale agreements.
−Removed: We determined that the forward sale agreements meet the criteria for equity classification and, therefore, are exempt from derivative accounting.
−Removed: We recorded the forward sale agreements at fair value at inception, which we determined to be zero.
−Removed: Subsequent changes to fair value are not required under equity classification.
+Added: During 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.
+Added: 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.
+Added: A portion of the proceeds were used to fund the acquisition of the Legends Outlets in Kansas City, Kansas.
Share Repurchase Program
−Removed: In May 2023, the Board authorized the repurchase of up to $ 100.0 million of the Company’s outstanding common shares through May 31, 2025, replacing the previously authorized plan to repurchase up to $ 80.0 million of the Company's outstanding shares through May 31, 2023.
+Added: 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.
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 shares.
−Removed: The Company intends to structure open market purchases to occur within pricing and volume requirements of Rule 10b-18 of the Exchange Act.
+Added: 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.
−Removed: The Company has not repurchased any shares under this plan.
−Removed: The remaining amount authorized to be repurchased under the program as of December 31, 2024 was $ 100.0 million of common shares.
+Added: The Company did not repurchase any shares subsequent to the authorization of the repurchase plan in May 2025.
+Added: The remaining amount authorized to be repurchased under the program as of December 31, 2025 was $ 200.0 million.
Partners' Equity of the Operating Partnership
10 unchanged sentences
Grant of restricted common share awards by the Company, net of forfeitures — — 1,064,400 1,064,400
+Added: Issuance of units 50,000 — 3,444,919 3,444,919
Options exercised — — 85,500 85,500
2 unchanged sentences
Units withheld for employee income taxes — — ( 419,643 ) ( 419,643 )
−Removed: Exchange of Class A limited partnership units — ( 30,024 ) 30,024 —
Grant of restricted common share awards by the Company, net of forfeitures — — 769,382 769,382
Issuance of units 100,000 — 3,274,184 3,274,184
+Added: Deferred shares issued — — 136,469 136,469
Options exercised — — 84,990 84,990
2 unchanged sentences
Units withheld for employee income taxes — — ( 235,838 ) ( 235,838 )
+Added: Exchange of Class A limited partnership units — ( 45,054 ) 45,054 —
Grant of restricted common share awards by the Company, net of forfeitures — — 591,438 591,438
Issuance of units — — 1,915,762 1,915,762
−Removed: Deferred Shares Issued — — 136,469 136,469
Options exercised — — 42,310 42,310
4 unchanged sentences
The noncontrolling interests in other consolidated partnerships consist of outside equity interests in partnerships 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.
−Removed: In 2024 and 2023, adjustments to the noncontrolling interest in the Operating Partnership were made as a result of the changes in the Company's ownership of the Operating Partnership from additional units received in connection with the Company's issuance of Common Shares under the ATM Offering program and upon the exercise of options and grants of share-based compensation awards, additional units received upon the exchange of Class A common limited partnership units of the Operating Partnership into an equal number of common shares of the Company, and units repurchased by the Operating Partnership as a result of the Company's repurchase of its outstanding common shares.
+Added: In 2025 and 2024, adjustments to the noncontrolling interest in the Operating Partnership were made as a result of the changes in the Company's ownership of the Operating Partnership from additional units received in connection with the Company's issuance of common shares under the ATM Program and upon the exercise of options and grants of share-based compensation awards, additional units received upon the exchange of Class A common limited partnership units of the Operating Partnership into an equal number of common shares of the Company, and units repurchased by the Operating Partnership as a result of the Company's repurchase of its outstanding common shares.
As discussed in Note 12, for the year ended December 31, 2025, Non-Company LPs exchanged 45,054 Class A common limited partnership units of the Operating Partnership for an equal number of common shares of the Company.
16 unchanged sentences
Basic weighted average common shares 113,172 109,263 104,682
−Removed: Effect of notional units 865 1,052 1,240
−Removed: Effect of outstanding options 951 798 709
+Added: Effect of dilutive securities:
+Added: Equity awards 1,555 1,816 1,850
Diluted weighted average common shares 114,727 111,079 106,532
5 unchanged sentences
Notional units granted under our equity compensation plan are considered contingently issuable common shares and are included in earnings per share if the effect is dilutive using the treasury stock method and the common shares would be issuable if the end of the reporting period were the end of the contingency period.
−Removed: There were no units excluded from the computation for the years ended December 31, 2024 and 2023 and 2022, respectively.
+Added: For the year ended December 31, 2025, approximately 97,000 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.
+Added: There were no units excluded from the computation for the years ended December 2024 and 2023, respectively.
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.
−Removed: For the year ended December 31, 2024, no options were excluded from the computation, and for the years ended December 31, 2023 and 2022, approximately 451,000 and 513,000 options were excluded from the computation, respectively, as they were anti-dilutive.
+Added: For the years ended December 31, 2025 and December 31, 2024, no options were excluded from the computation, and for the year ended December 31, 2023, approximately 451,000 options were excluded from the computation, respectively, as they were anti-dilutive.
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.
The shares issuable upon settlement of any outstanding forward sale agreements, as described in Note 11 - Shareholders' Equity, are reflected in the diluted earnings per share calculations using the treasury stock method for the period outstanding prior to settlement.
−Removed: Under this method, the number of shares of our common stock used in calculating diluted earnings per share is deemed to be increased by the excess, if any, of the number of shares of common stock that would be issued upon full physical settlement of the shares under any outstanding forward sale agreements for the period prior to settlement over the number of shares of common stock that could be purchased by us in the market (based on the average market price during the period prior to settlement) using the proceeds receivable upon full physical settlement (based on the adjusted forward sales price immediately prior to
+Added: Under this method, the number of common shares used in calculating diluted earnings per share is deemed to be increased by the excess, if any, of the number of our common shares that would be issued upon full physical settlement of the shares under any outstanding forward sale agreements for the period prior to settlement over the number of our common shares that could be purchased by us in the market (based on the average market price during the period prior to settlement) using the proceeds receivable upon full physical settlement (based on the adjusted forward sales price immediately prior to
Certain of the Company's unvested restricted common share awards contain non-forfeitable rights to dividends or dividend equivalents.
8 unchanged sentences
Basic weighted average common units 117,838 113,971 109,416
−Removed: Effect of notional units 865 1,052 1,240
−Removed: Effect of outstanding options 951 798 709
+Added: Effect of dilutive securities:
+Added: Equity awards 1,555 1,816 1,850
Diluted weighted average common units 119,393 115,787 111,266
5 unchanged sentences
Notional units granted under our equity compensation plan are considered contingently issuable common units and are included in earnings per unit if the effect is dilutive using the treasury stock method and the common units would be issuable if the end of the reporting period were the end of the contingency period.
−Removed: There were no units excluded from the computation for the years ended December 31, 2024 and 2023 and 2022, respectively.
+Added: For the year ended December 31, 2025, approximately 97,000 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.
+Added: There were no units excluded from the computation for the years ended December 31, 2024 and 2023, respectively.
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.
−Removed: For the year ended December 31, 2024, no options were excluded from the computation, and for the years ended December 31, 2023 and 2022, approximately 451,000 and 513,000 options were excluded from the computation, respectively.
+Added: For the years ended December 31, 2025 and December 31, 2024, no options were excluded from the computation, and for the year ended December 31, 2023, approximately 451,000 options were excluded from the computation, respectively.
The shares issuable upon settlement of any outstanding forward sale agreements, as described in Note 11 - Shareholders' Equity, are reflected in the diluted earnings per share calculations using the treasury stock method for the period outstanding prior to settlement.
−Removed: Under this method, the number of shares of our common stock used in calculating diluted earnings per share is deemed to be increased by the excess, if any, of the number of shares of common stock that would be issued upon full physical settlement of the shares under any outstanding forward sale agreements for the period prior to settlement over the number of shares of common stock that could be purchased by us in the market (based on the average market price during the period prior to settlement) using the proceeds receivable upon full physical settlement (based on the adjusted forward sales price immediately prior to
+Added: Under this method, the number of our common shares used in calculating diluted earnings per share is deemed to be increased by the excess, if any, of the number of our common shares that would be issued upon full physical settlement of the shares under any outstanding forward sale agreements for the period prior to settlement over the number of our common shares that could be purchased by us in the market (based on the average market price during the period prior to settlement) using the proceeds receivable upon full physical settlement (based on the adjusted forward sales price immediately prior to
Certain of the Company's unvested restricted common share awards contain non-forfeitable rights to distributions or distribution equivalents.
7 unchanged sentences
and Tanger Properties Limited Partnership, as amended (the “Plan”), which covers our non-employee directors, officers, employees and consultants.
+Added: Under the Plan, we may grant equity and equity-based awards in the form of (among other things) options with respect to common shares of the Company, 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.
+Added: 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.
+Added: Each such Class C common unit may be exchanged by the holder for one common share of the Company.
+Added: LTIP units are intended to qualify as profits interests for U.S.
+Added: federal income tax purposes.
Effective May 19, 2023, the Plan was amended and restated to, among other things, increase the number of shares authorized for issuance under the plan to 21.3 million shares and extend the term of the plan by an additional ten years .
3 unchanged sentences
2025 2024 2023
−Removed: Restricted common shares $ 7,385 $ 7,598 $ 7,654
−Removed: Notional unit performance awards 4,257 4,437 4,987
+Added: Restricted common shares and time-based LTIP awards $ 7,183 $ 7,385 $ 7,598
+Added: Performance-based notional unit awards and performance-based LTIP awards 5,216 4,257 4,437
Options 335 347 476
7 unchanged sentences
During the years ended 2025, 2024 and 2023, the Company granted approximately 199,000 , 254,000 and 345,000 restricted common shares and restricted share units, respectively, to the Company's non-employee directors and the Company's senior executive officers.
−Removed: The non-employee directors' restricted common shares generally vest ratably over periods ranging from one to three year periods and the senior executive officers' restricted common shares generally vest ratably over three years .
+Added: The non-employee directors' restricted common shares generally vest over one year and the senior executive officers' restricted common shares generally vest over three years .
Compensation expense related to the amortization of the deferred compensation is being recognized in accordance with the vesting schedule of the restricted common shares and restricted share units.
9 unchanged sentences
803,841 $ 17.47
−Removed: 345,297 17.85
+Added: Granted 254,019 26.82
Vested ( 499,704 ) 17.07
8 unchanged sentences
(1) Includes 22,819 restricted share units.
−Removed: (2) Includes 22,819 restricted share units.
The table above excludes restricted common shares earned under the 2020, 2021 and 2022 Performance Share Plans.
1 unchanged sentence
In connection with the 2021 Performance Share Plan, we issued approximately 479,000 restricted common shares in February 2024 with approximately 344,000 vesting during 2024 and the remaining 135,000 vesting in February 2025.
−Removed: In connection with the 2021 Performance Share Plan, we issued approximately 479,000 restricted common shares in February 2024, with approximately 344,000 vesting during 2024 and the remaining 135,000 to vest in February 2025.
+Added: In connection with the 2022 Performance Share Plan, we issued approximately 402,000 restricted common shares in February 2025, with approximately 259,000 vesting during 2025 and the remaining 143,000 scheduled to vest in February 2026.
All performance share plan vesting 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, (c) due to death or disability or (d) in certain cases, due to retirement).
3 unchanged sentences
Total amounts paid for the employees' tax obligation to taxing authorities were $ 8.1 million, $ 12.0 million and $ 7.3 million for the years ended 2025, 2024 and 2023, respectively, which are reflected as a financing activity within the consolidated statements of cash flows.
−Removed: Notional Unit Performance Awards
+Added: Basic Long Term Incentive Plan Units
+Added: 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 over one year subject to continued service (and subject to accelerated vesting in certain cases, such as termination of the director's service due to his or her death or disability).
+Added: Compensation expense for these units is being recognized over a one-year period.
+Added: Notional Unit Performance Awards and Performance LTIP Unit Awards
Performance Share Plan
2 unchanged sentences
The PSP is a long-term incentive compensation plan.
−Removed: Recipients may earn units that may convert, subject to the achievement of the goals described below, into restricted common shares of the Company based on the Company’s absolute share price appreciation (or absolute total shareholder return) and its share price appreciation relative to its peer group (or relative total shareholder return) over a three-year measurement period.
−Removed: For all recipients, any shares earned at the end of the three-year measurement period are subject to a time-based vesting schedule, with 50 % of the shares 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 terminated prior thereto (a) by the Company without cause, (b) by participant for good reason, (c) due to death or disability or (d) in certain cases, due to retirement).
+Added: Recipients may earn units that may convert, subject to the achievement of the goals described below, into restricted common shares or LTIP units of the Company based on the Company’s absolute share price appreciation (or absolute total shareholder return) and its share price appreciation relative to its peer group (or relative total shareholder return) over a three-year measurement period.
+Added: For all recipients, 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 or LTIP 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 terminated prior thereto (a) by the Company without cause, (b) by participant for good reason, (c) due to death or disability or (d) in certain cases, due to retirement).
The following table sets forth PSP performance targets and other relevant information about each plan:
8 unchanged sentences
Percentage of units to be earned 20 % - 100 % 20 % - 100 % 20 % - 100 % 20 % - 100 %
−Removed: Maximum number of restricted common shares that may be earned 367,126 499,696 555,349 688,824
−Removed: Grant date fair value per share $ 16.36 $ 12.08 $ 11.68 $ 9.65
−Removed: August 2021 grant date fair value per share (2)
+Added: Maximum number of restricted common shares and LTIP units that may be earned
+Added: 295,648 367,126 499,696 555,349
+Added: Grant date fair value per LTIP unit
$ 22.33 N/A N/A N/A
+Added: Grant date fair value per share $ 22.22 $ 16.36 $ 12.08 $ 11.68
(1) The number of restricted common shares received under the 2025, 2024, 2023, and 2022 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.
The peer group is based on companies included in the FTSE Nareit Equity Retail Index.
−Removed: (2) In August of 2021, additional awards under the 2021 PSP were granted to recently hired senior executive officers whereby a maximum of approximately 26,000 restricted common shares may be earned.
The fair values of the PSP awards granted during the years ended December 31, 2025, 2024 and 2023 were determined at the grant dates using a Monte Carlo simulation pricing model and the following assumptions:
7 unchanged sentences
(1) Represents the interest rate as of the grant date on U.S.
−Removed: treasury bonds having the same life as the estimated life of the restricted unit grants.
+Added: treasury bonds having the same life as the estimated life of the notional performance unit grants.
(2) The dividend yield is calculated utilizing the dividends paid for the previous five-year period.
34 unchanged sentences
1,716,800 $ 11.53 6.79 $ 13,275
−Removed: Granted 250,000 19.37
Exercised ( 85,500 ) 14.45
15 unchanged sentences
1,282,700 $ 9.13 4.59 $ 31,095
−Removed: In November 2022, Michael Bilerman became the Executive Vice President, Chief Financial Officer and Chief Investment Officer of the Company.
−Removed: Bilerman was granted 250,000 options that have an exercise price of $ 19.37 per share, which equaled the closing market price of a common share of the Company on the day prior to the grant date.
−Removed: The options expire 10 years from the date of grant and 60 % of the options become exercisable on November 29, 2025, 20 % of the options become exercisable on November 29, 2026 and 20 % of the options become exercisable on November 29, 2027, in each case, contingent upon continued employment with the Company through the applicable vesting date (subject to acceleration upon certain terminations of employment).
−Removed: The fair value of each option grant was estimated on the date of grant using the Black-Scholes option pricing model, which resulted in a weighted average grant date fair value per share of $ 6.13 and included the following weighted-average assumptions:
−Removed: expected dividend yield of 5.10 %;
−Removed: expected life of 6.8 years;
−Removed: expected volatility of 48 %;
−Removed: a risk-free rate of 3.96 %;
−Removed: and forfeiture rate of 0.0 %.
401(k) Retirement Savings Plan
2 unchanged sentences
This plan allows participants to defer a portion of their compensation and to receive matching contributions for a portion of the deferred amounts.
−Removed: During the years ended December 31, 2024, 2023 and 2022, we contributed approximately $ 1.4 million, $ 1.2 million and $ 968,000 , respectively, to the 401(k) Retirement Savings Plan.
+Added: During the years ended December 31, 2025, 2024 and 2023, we contributed approximately $ 1.7 million, $ 1.4 million and $ 1.2 million, respectively, to the 401(k) Retirement Savings Plan.
Accumulated Other Comprehensive Loss of the Company
10 unchanged sentences
Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges — 632 632 — ( 15 ) ( 15 )
−Removed: — ( 13,913 ) ( 13,913 ) — ( 619 ) ( 619 )
Balance December 31, 2024
2 unchanged sentences
Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges — ( 2,141 ) ( 2,141 ) — ( 91 ) ( 91 )
−Removed: — 632 632 — ( 15 ) ( 15 )
Balance December 31, 2025
$ ( 26,406 ) $ ( 1,943 ) $ ( 28,349 ) $ ( 1,387 ) $ ( 87 ) $ ( 1,474 )
−Removed: We expect within the next twelve months to reclassify into earnings as a decrease to interest expense approximately $ 664,000 of the amounts recorded within accumulated other comprehensive income (loss) related to the interest rate swap agreements in effect and as of December 31, 2024.
+Added: We expect within the next twelve months to reclassify into earnings as a decrease to interest expense approximately $ 1.2 million of the amounts recorded within accumulated other comprehensive income (loss) related to the interest rate swap agreements in effect and as of December 31, 2025.
Accumulated Other Comprehensive Loss of the Operating Partnership
13 unchanged sentences
Reclassification out of accumulated other comprehensive income (loss) into interest expense
+Added: — ( 2,234 ) ( 2,234 )
Balance December 31, 2025
$ ( 27,793 ) $ ( 2,030 ) $ ( 29,823 )
−Removed: We expect within the next twelve months to reclassify into earnings as a decrease to interest expense approximately $ 664,000 of the amounts recorded within accumulated other comprehensive income (loss) related to the interest rate swap agreements in effect and as of December 31, 2024.
+Added: We expect within the next twelve months to reclassify into earnings as a decrease to interest expense approximately $ 1.2 million of the amounts recorded within accumulated other comprehensive income (loss) related to the interest rate swap agreements in effect and as of December 31, 2025.
Segment Reporting
20 unchanged sentences
Interest expense ( 65,860 ) ( 60,637 ) ( 47,928 )
−Removed: Gain on sale of assets — — $ 3,156
−Removed: Loss on early extinguishment of debt — — $ ( 222 )
+Added: Impairment charge
+Added: ( 4,249 ) — —
Other income 668 1,484 9,729
70 unchanged sentences
Our joint ventures may contain make whole provisions in the event that demands are made on any existing guarantees.
−Removed: As of December 31, 2024, the maximum amount of joint venture debt guaranteed by the Company is $ 10.0 million.
Subsequent Events
In January 2026, the Board declared a $ 0.2925 quarterly 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 Operating Partnership unit to the Operating Partnership's unitholders.
−Removed: 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.
−Removed: The center is Northeast Ohio's premier retail and entertainment destination and has become the go-to choice for retailers seeking market entry.
−Removed: The stores at the center are complemented by an expansive menu of entertainment and dining options.
+Added: Unsecured Term Loans
+Added: 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").
+Added: 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.
+Added: 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.
+Added: In January 2026, we entered into $ 95.0 million of interest rate swap agreements on unsecured debt bringing the total amount of derivative contracts entered into during 2025 and 2026 to $ 275.0 million with effective dates throughout 2026 with a weighted average interest rate of 3.3 %.
+Added: These agreements have expiration dates ranging from October 1, 2027, to September 1, 2030.
+Added: Exchangeable Notes
+Added: 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.
+Added: 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.
+Added: The Exchangeable Notes mature on January 15, 2031, unless earlier exchanged, redeemed or repurchased.
+Added: 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).
+Added: 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.
+Added: Net proceeds after the initial purchaser’s discount and estimated offering costs were approximately $ 243 million.
+Added: 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.
+Added: The capped call transactions cover, subject to customary adjustments, the number of Company common shares that underlie the Exchangeable Notes.
+Added: 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.
+Added: 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.
+Added: 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.
AND SUBSIDIARIES
29 unchanged sentences
Hilton Head II Bluffton, SC — 5,128 20,668 — 19,250 5,128 39,918 45,046 27,013 2003 (5)
−Removed: Howell Howell, MI — 2,250 35,250 — 18,692 2,250 53,942 56,192 35,652 2002 (5)
Huntsville Huntsville, AL — 22,432 145,990 — 7,333 22,432 153,323 175,755 21,275 2023 (5)
+Added: Kansas City Kansas City, KS 118,317 10,192 116,057 — 4,689 10,192 120,746 130,938 1,905 2025 (5)
Lancaster Lancaster, PA — 3,691 19,907 6,656 68,420 10,347 88,327 98,674 51,113 1994 (5)
5 unchanged sentences
Nashville Nashville, TN — 8,772 133,641 — 3,909 8,772 137,550 146,322 16,571 2023
+Added: Pinecrest Cleveland, OH — 22,416 127,517 — 1,137 22,416 128,654 151,070 4,859 2025 (5)
AND SUBSIDIARIES
44 unchanged sentences
Improvements 93,868 77,194 188,863
+Added: Impairment charge
+Added: ( 40,387 ) — —
Acquisitions 279,991 67,769 230,840
5 unchanged sentences
Depreciation for the period 126,516 117,851 97,636
+Added: Impairment charge
+Added: ( 36,016 ) — —
Dispositions and other ( 4,923 ) ( 8,098 ) ( 4,334 )
1 unchanged sentence
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.