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Item 1. Financial Statements

2026-05-04 compared with 2025-11-06 · 235 added, 287 removed, 584 unchanged (47% of the section changed)

1 unchanged sentence

TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except unit data, unaudited)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Rental property:

5 unchanged sentences

Total rental property, net

2,185,038 2,207,091

Cash and cash equivalents 206,890 17,893

Restricted cash 35,811 35,395

Short-term investments 20,000 —

Investments in unconsolidated joint ventures 64,788 64,862

5 unchanged sentences

Senior, unsecured notes, net $ 1,044,088 $ 1,043,609

Unsecured term loan, net 323,831 323,182

Senior, unsecured exchangeable notes, net 242,826 —

Unsecured term loans, net 394,342 323,978

Mortgages payable, net 184,418 185,234

7 unchanged sentences

Partners’ Equity:

General partner, 1,250,000 and 1,250,000 units outstanding at September 30, 2025 and December 31, 2024, respectively

Limited partners, 4,662,904 and 4,707,958 Class A common units, and 113,865,168 and 111,488,633 Class B common units outstanding at September 30, 2025 and December 31, 2024, respectively

General partner, 1,250,000 and 1,250,000 units outstanding at March 31, 2026 and December 31, 2025, respectively

Limited partners, 4,662,904 and 4,662,904 Class A common units, 113,625,851 and 113,847,359 Class B common units, and 15,180 and 0 Class C common units outstanding at March 31, 2026 and December 31, 2025, respectively

715,891 756,021

6 unchanged sentences

TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per unit data, unaudited)

Three months ended September 30, Nine months ended September 30,

2025 2024 2025 2024

Three months ended March 31,

Rental revenue $ 143,538 $ 129,285

24 unchanged sentences

TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands, unaudited)

Three months ended September 30, Nine months ended September 30,

2025 2024 2025 2024

Three months ended March 31,

Net income $ 29,417 $ 19,999

2 unchanged sentences

Changes in fair value of cash flow hedges 3,053 ( 1,248 )

Other comprehensive loss ( 558 ) ( 7,033 ) ( 1,308 ) ( 4,058 )

Other comprehensive income (loss)

2,868 ( 1,882 )

Comprehensive income 32,285 18,117

3 unchanged sentences

TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(In thousands, except unit and per unit data, unaudited)

General partner Limited partners Accumulated other comprehensive loss Total partners’ equity Noncontrolling interests in consolidated partnerships Total equity

Balance, June 30, 2024 $ 5,656 $ 593,742 $ ( 21,818 ) $ 577,580 $ — $ 577,580

Net income 259 25,671 — 25,930 — 25,930

Other comprehensive loss — — ( 7,033 ) ( 7,033 ) — ( 7,033 )

Compensation under Incentive Award Plan — 2,901 — 2,901 — 2,901

Issuance of 45,625 common units upon exercise of options

— 633 — 633 — 633

Forfeiture of 4,540 restricted common units

Issuance of 818,943 limited partner units

— 24,070 — 24,070 — 24,070

Withholding of 5,267 common units for employee income taxes

— ( 141 ) — ( 141 ) — ( 141 )

Common distributions ($ 0.275 per unit)

( 316 ) ( 30,992 ) — ( 31,308 ) ( 31,308 )

Balance, September 30, 2024 $ 5,599 $ 615,884 $ ( 28,851 ) $ 592,632 $ — $ 592,632

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In thousands, except unit data and per unit data, unaudited)

General partner Limited partners Accumulated other comprehensive loss Total partners’ equity Noncontrolling interests in consolidated partnerships Total equity

5 unchanged sentences

— 38 — 38 — 38

Issuance of 818,943 limited partner units

— 24,070 — 24,070 — 24,070

Grant of 595,924 restricted common share awards by the Company, net of forfeitures

Issuance of 136,469 deferred units

Withholding of 211,605 common units for employee income taxes

— ( 7,261 ) — ( 7,261 ) — ( 7,261 )

Contributions from noncontrolling interests in consolidated partnerships — — — — 80 80

Common distributions ($ 0.275 per unit)

( 344 ) ( 33,170 ) — ( 33,514 ) ( 33,514 )

Balance, September 30, 2024 $ 5,599 $ 615,884 $ ( 28,851 ) $ 592,632 $ — $ 592,632

General partner Limited partners Accumulated other comprehensive loss Total partners’ equity Noncontrolling interests in consolidated partnerships Total equity

Balance, June 30, 2025 $ 8,925 $ 682,297 $ ( 29,880 ) $ 661,342 $ — $ 661,342

Net income 350 32,998 — 33,348 — 33,348

Other comprehensive loss — — ( 558 ) ( 558 ) — ( 558 )

Compensation under Incentive Award Plan — 3,321 — 3,321 — 3,321

Issuance of 25,400 common units upon exercise of options

— 315 — 315 — 315

Issuance of 1,915,762 limited partner units

— 68,886 — 68,886 — 68,886

Common distributions ($ 0.2925 per unit)

( 366 ) ( 34,137 ) — ( 34,503 ) — ( 34,503 )

Balance, September 30, 2025 $ 8,909 $ 753,680 $ ( 30,438 ) $ 732,151 $ — $ 732,151

Balance, March 31, 2025 $ 8,962 $ 682,063 $ ( 31,012 ) $ 660,013 $ — $ 660,013

General partner Limited partners Accumulated other comprehensive loss Total partners’ equity Noncontrolling interests in consolidated partnerships Total equity

Balance, December 31, 2025 $ 8,906 $ 756,021 $ ( 29,823 ) $ 735,104 $ — $ 735,104

$ 9,094 $ 699,710 $ ( 29,130 ) $ 679,674 $ — $ 679,674

Net income 306 29,111 — 29,417 — 29,417

Other comprehensive loss — — ( 1,308 ) ( 1,308 ) — ( 1,308 )

Other comprehensive income

— — 2,868 2,868 — 2,868

Compensation under Incentive Award Plan — 3,686 — 3,686 — 3,686

Issuance of 31,400 common units upon exercise of options

Repurchase of 589,622 common units, including transaction costs

— ( 20,000 ) — ( 20,000 ) — ( 20,000 )

Issuance of 1,915,762 limited partner units

Capped call transaction premium — ( 9,025 ) — ( 9,025 ) — ( 9,025 )

Issuance of 33,200 common units upon exercise of options

— 431 — 431 — 431

Grant of 580,680 restricted common share awards by the Company, net of forfeitures

Issuance of 15,180 Class C common limited partnership units upon conversion of Basic LTIP units

Withholding of 245,766 common units for employee income taxes

2 unchanged sentences

( 366 ) ( 36,059 ) — ( 36,425 ) — ( 36,425 )

Balance, September 30, 2025 $ 8,909 $ 753,680 $ ( 30,438 ) $ 732,151 $ — $ 732,151

Balance, March 31, 2026 $ 8,846 $ 715,891 $ ( 26,955 ) $ 697,782 $ — $ 697,782

The accompanying notes are an integral part of these consolidated financial statements.

TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, unaudited)

Nine months ended September 30,

Three months ended March 31,

OPERATING ACTIVITIES

6 unchanged sentences

Equity-based compensation expense 3,610 2,926

Amortization of debt discounts, net

Amortization (accretion) of market rent rate adjustments, net ( 185 ) 393

Amortization of debt (premiums) and discounts, net

Accretion of market rent rate adjustments, net

( 354 ) ( 402 )

Straight-line rent adjustments ( 2,352 ) 418

7 unchanged sentences

Acquisitions of real estate assets — ( 164,190 )

Net proceeds from sale of assets 16,634 —

Proceeds from short-term investments — 9,187

Additions to short-term investments ( 20,000 ) —

Additions to non-real estate assets ( 1,528 ) ( 1,345 )

8 unchanged sentences

Repayments of revolving credit facility ( 44,000 ) ( 21,000 )

Proceeds from issuance of senior, unsecured exchangeable notes

Proceeds from notes, mortgages and loans 194,857 —

Repayments of notes, mortgages and loans ( 120,247 ) ( 366 )

Issuance of units, including transaction costs

68,886 24,070

Employee income taxes paid related to shares withheld upon vesting of equity awards ( 8,274 ) ( 7,261 )

Repurchase of common units, including transaction costs

Capped call transactions premium ( 9,025 ) —

Additions to deferred financing costs ( 12,337 ) —

1 unchanged sentence

Payment for other financing activities ( 287 ) ( 282 )

Contributions from noncontrolling interests in other consolidated partnerships

Net cash provided by (used in) financing activities

Net cash provided by financing activities

194,693 97,615

1 unchanged sentence

Net increase (decrease) in cash, cash equivalents and restricted cash 189,413 ( 36,695 )

3,260 ( 1,742 )

Cash, cash equivalents and restricted cash beginning of period 53,288 46,700

3 unchanged sentences

TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

We are a fully-integrated, self-administered and self-managed real estate investment trust, which, through our controlling interest in Tanger Properties Limited Partnership and its subsidiaries, which we refer to as the Operating Partnership, focuses on developing, acquiring, owning, operating and managing outlet and open-air shopping centers.

As of September 30, 2025, we owned and operated 31 consolidated outlet centers and three open-air lifestyle centers, with a total gross leasable area of approximately 14.0 million square feet, which were 97.4 % occupied and contained over 2,600 stores representing approximately 750 store brands.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

As of March 31, 2026, we owned and operated 31 consolidated outlet centers and three open-air lifestyle centers, with a total gross leasable area of approximately 14.0 million square feet, which were 96.9 % occupied and contained over 2,600 stores representing approximately 700 store brands.

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

7 unchanged sentences

The terms “we,” “our” and “us” refer to the Company or the Company and the Operating Partnership together, as the text requires.

On November 16, 2023, we changed our legal name from Tanger Factory Outlet Centers, Inc.

to Tanger Inc.

We refer to Tanger Inc.’s current legal name throughout this Quarterly Report on Form 10-Q.

The Company, including its wholly-owned subsidiary, Tanger LP Trust, owns the majority of the units of partnership interest issued by the Operating Partnership.

1 unchanged sentence

Tanger LP Trust holds a limited partnership interest in the Operating Partnership.

As of September 30, 2025, the Company and its wholly-owned subsidiaries owned 115,115,168 units of the Operating Partnership and other limited partners (the “Non-Company LPs”) collectively owned 4,662,904 Class A common limited partnership units.

Each Class A common limited partnership unit held by the Non-Company LPs is exchangeable for one of the Company’s common shares, subject to certain limitations to preserve the Company’s REIT status.

As of March 31, 2026, the Company and its wholly-owned subsidiaries owned 114,875,851 units of the Operating Partnership, and other limited partners (the “Non-Company LPs”) collectively owned 4,662,904 Class A and 15,180 Class C common limited partnership units.

Each Class A and Class C common limited partnership unit held by the Non-Company LPs is exchangeable for one of the Company’s common shares, subject to certain limitations to preserve the Company’s REIT status.

Non-Company LPs include entities or individuals that contributed property interests in exchange for Class A common limited partnership units, as well as directors awarded long-term incentive plan units (“LTIP units”) as long-term incentive compensation that have converted into Class C common limited partnership units.

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

8 unchanged sentences

The Company currently consolidates the Operating Partnership because it has (1) the power to direct the activities of the Operating Partnership that most significantly impact the Operating Partnership’s economic performance and (2) the obligation to absorb losses and the right to receive the residual returns of the Operating Partnership that could be potentially significant.

In February 2025, we entered into the Third Amended and Restated Limited Partnership Agreement, providing for the creation of long-term incentive plan units (“LTIP units”), entitled to the same non-liquidating distributions and allocations of profits and losses as the Class A Units on a per unit basis.

We consolidate properties that are wholly-owned and properties where we own less than 100% but control such properties.

19 unchanged sentences

Our estimate of the collectability of accrued rents and accounts receivable is based on the best information available to us at the time of preparing the financial statements.

Straight-line rent adjustments recorded as a receivable in prepaids and other assets on the consolidated balance sheets was approximately $ 51.0 million as of September 30, 2025.

Straight-line rent adjustments recorded as a receivable in prepaids and other assets on the consolidated balance sheets were approximately $ 54.7 million and $ 52.4 million as of March 31, 2026 and December 31, 2025, respectively.

Impairment of Long-Lived Assets

12 unchanged sentences

We can provide no assurance that material impairment charges with respect to our properties will not occur in future periods.

In April 2025, we sold the center in Howell, Michigan for $ 17.0 million.

As part of our quarterly impairment evaluation procedures, we recorded a $ 4.2 million impairment charge in the first quarter of 2025 to lower the property’s carrying value to the estimated fair value based on the purchase agreement.

Rental Property Acquisitions

2025 Acquisitions

Cleveland, Ohio

In February 2025, we purchased Pinecrest in Cleveland, Ohio, a 640,000-square-foot open-air, grocery-anchored, mixed-use center, for $ 167.0 million using cash on hand and available liquidity.

We accounted for the transaction as an asset acquisition and additionally capitalized approximately $ 905,000 in transaction costs.

Kansas City, Kansas

In September 2025, we purchased the Legends Outlets in Kansas City, Kansas, a 690,000-square-foot open-air outlet center, for $ 130.0 million, including the assumption of a $ 115.0 million, 7.57 % interest-only mortgage, with an effective rate of 6.0 % (see Note 7), that matures in November 2027.

We accounted for the transaction as an asset acquisition and additionally capitalized approximately $ 1.5 million in transaction costs.

In conjunction with the loan assumption, we placed $ 37.2 million into interest-bearing reserve accounts primarily to meet the loan to cost ratio as defined in the loan agreement as well as certain property tax and insurance escrows.

The reserves are included within restricted cash on the consolidated balance sheets.

The reserves can be accessed and used for qualifying tax, insurance and capital expenditures at the property and any remaining funds can be returned to us when the loan is repaid.

The cash required for this acquisition was funded with a portion of the September 2025 settlement of previously issued forward equity from the fourth quarter of 2024 (see Note 10).

The assets acquired in the above acquisitions were recorded at relative fair value as determined by management, with the assistance of third-party valuation specialists, based on information available at the acquisition dates and on current assumptions as to future operations (See Note 2).

The aggregate fair value purchase price of the properties acquired during the nine months ended September 30, 2025 has been allocated as follows:

Fair value (in thousands) Weighted-Average Amortization Period (in years)

Land $ 32,608

Buildings, improvements and fixtures 243,573 34.9

Above market lease value 7,781 6.8

Below market lease value ( 18,754 ) 12.2

Lease in place value 30,529 6.5

Lease and legal costs 7,451 5.3

Total deferred lease costs and other intangibles, net 27,007

Total fair value of net assets acquired $ 299,355

There was no contingent consideration associated with these acquisitions.

Disposition of Property

In April 2025, we sold the center in Howell, Michigan for $ 17.0 million.

The following table sets forth the property sold during the nine months ended September 30, 2025 (in thousands):

Property Location Date Sold Square Feet Net Sales Proceeds Gain on Sale

April 2025 314 $ 16,628 —

Exchangeable Debt

In January 2026, we issued $ 250.0 million aggregate principal amount of 2.375 % Exchangeable Senior Notes due 2031 (the “Exchangeable Notes”) in a private placement (the “Exchangeable Notes Offering”).

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.

We account for the Notes in accordance with Accounting Standards Codification (“ASC) 470-20, Debt with Conversion and Other Options.

The exchange feature embedded with the Exchangeable Notes is eligible for an exception from derivative accounting because it is indexed to the Company’s common shares.

The Operating Partnership is the entity through which the Company conducts substantially all of its business and owns, either directly or through subsidiaries, substantially all of its assets.

As such, the exchange feature embedded within the Exchangeable Notes meets the equity classification under ASC 815-40, Derivatives and Hedging - Contracts in the Entity’s Own Equity, therefore, the exchange feature is not bifurcated.

At each reporting period, we calculate the effect of the Exchangeable Notes on our dilutive earnings per common share / common unit using the if-converted method.

Concurrently with the pricing of the Exchangeable Notes, we entered privately negotiated into capped call transactions (“Capped Call Transactions”) with certain financial institutions for a total cost of $ 9 million.

The Capped Call Transactions cover, subject to customary adjustments, the number of common shares initially underlying the Exchangeable Notes, and generally expire upon maturity of the Exchangeable Notes or earlier settlement, as applicable.

Similar to the exchange feature embedded in the Exchangeable Notes, the Capped Call Transactions meet all the conditions for equity classification, and therefore, the related premiums paid are recorded as a reduction to shareholders’ equity for the Company and partners’ capital for the Operating Partnership.

Investments in Unconsolidated Real Estate Joint Ventures

1 unchanged sentence

We have an ownership interest in the following unconsolidated real estate joint ventures:

As of September 30, 2025

As of March 31, 2026

Joint Venture Center Location Ownership % Square Feet

27 unchanged sentences

50.0 % 1,448 $ ( 51.9 ) $ 315.7

(1) Net of debt origination costs of $ 1.7 million as of September 30, 2025 and $ 1.6 million as of December 31, 2024.

(1) Net of debt origination costs of $ 1.6 million as of March 31, 2026 and $ 1.7 million as of December 31, 2025.

(2) We separately report investments in joint ventures for which accumulated distributions have exceeded investments in and our share of net income or loss of the joint ventures within other liabilities in the consolidated balance sheets because we are committed and intend to provide further financial support to these joint ventures.

The negative carrying value is due to the distributions of proceeds from mortgage loans and quarterly distributions of excess cash flow exceeding the original contributions from the partners and equity in earnings of the joint ventures.

Galveston Outlets LLC

In June 2025, the Galveston/Houston joint venture refinanced its mortgage loan to extend the maturity from June 2026 to June 2030, which included an increase in principal balance from $ 58.0 million to $ 60.0 million, and reduced the interest rate from the Daily Secured Overnight Financing Rate (“Daily SOFR”) + 3.0 % to Daily SOFR + 1.65 %.

In conjunction with this refinancing, the joint venture entered into a $ 60.0 million interest rate swap that fixes Daily SOFR at 3.4 % until June 2029.

Fees we received for various services provided to our unconsolidated joint ventures were recognized in management, leasing and other services as follows (in thousands):

Three months ended Nine months ended

September 30, September 30,

2025 2024 2025 2024

Three months ended

Management and marketing $ 589 $ 563

3 unchanged sentences

Our investments in real estate joint ventures are reduced by the percentage of the profits earned for leasing and development services associated with our ownership interest in each joint venture.

Our carrying value of investments in unconsolidated joint ventures differs from our share of the assets reported in the “Condensed Combined Balance Sheets - Unconsolidated Joint Ventures” shown below due to adjustments to the book basis, including intercompany profits on sales of services that are capitalized by the unconsolidated joint ventures .

The differences in basis (totaling $ 1.9 million and $ 2.4 million as of September 30, 2025 and December 31, 2024, respectively) are amortized over the various useful lives of the related assets.

Our carrying value of investments in unconsolidated joint ventures differs from our share of the assets reported in the “Condensed

Combined Balance Sheets - Unconsolidated Joint Ventures” shown below due to adjustments to the book basis, including intercompany profits on sales of services that are capitalized by the unconsolidated joint ventures.

The differences in basis (totaling $ 1.5 million and $ 1.4 million as of March 31, 2026 and December 31, 2025, respectively) are amortized over the various useful lives of the related assets.

Condensed combined summary financial information of unconsolidated joint ventures accounted for using the equity method is as follows (in thousands):

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Land $ 78,996 $ 79,571

14 unchanged sentences

Total liabilities and owners’ equity $ 340,366 $ 352,811

Three months ended Nine months ended

Condensed Combined Statements of Operations - Unconsolidated Joint Ventures September 30, September 30,

2025 2024 2025 2024

Three months ended

Condensed Combined Statements of Operations - Unconsolidated Joint Ventures March 31,

Revenues $ 25,158 $ 23,644

13 unchanged sentences

All of the Company’s debt is incurred by the Operating Partnership and its consolidated subsidiaries.

The Company guarantees the Operating Partnership’s obligations with respect to its unsecured lines of credit, which have a total borrowing capacity of $ 620.0 million, of which $ 560.0 million remains available as of September 30, 2025.

The Company also guarantees the Operating Partnership’s $ 325.0 million unsecured term loan.

The 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 $ 620.0 million remains available as of March 31, 2026.

The Company also guarantees the Operating Partnership’s $ 400.0 million unsecured term loans and the Operating Partnership’s $ 250.0 million senior, unsecured exchangeable notes.

The Operating Partnership had the following principal amounts outstanding on the debt guaranteed by the Company (in thousands):

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Unsecured lines of credit $ — $ 44,000

Unsecured term loan $ 325,000 $ 325,000

Senior, unsecured exchangeable notes

$ 250,000 $ —

Unsecured term loans $ 400,000 $ 325,000

Debt of the Operating Partnership

The debt of the Operating Partnership consisted of the following (in thousands):

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Stated Interest Rate(s) Effective Rate (1)

7 unchanged sentences

2031 400,000 394,834 400,000 394,608

Senior, unsecured exchangeable notes:

Exchangeable senior notes 2.375 % 2.4 % Jan.

2031 250,000 242,826 — —

Unsecured term loans:

Unsecured term loan (3)

Adj SOFR+ 0.94 % 4.9 % Jan.

SOFR+ 0.95 % 4.7 % Dec.

2030 250,000 246,370 325,000 323,978

Unsecured term loan (3)

SOFR+ 1.25 % 5.0 % Jan.

2033 150,000 147,972 — —

Mortgages payable:

6 unchanged sentences

Southaven (3) (6)

Adj SOFR+ 2.00 % 5.6 % April 2030 61,700 61,125 51,700 51,525

Unsecured lines of credit Adj SOFR+ 0.85 % 5.1% April 2028 April 2029 60,000 60,000 — —

SOFR+ 2.00 % 5.5 % April 2030 61,700 61,186 61,700 61,157

Unsecured lines of credit SOFR+ 0.85 % 4.5 % April 2028 April 2029 — — 44,000 44,000

$ 1,882,015 $ 1,865,674 $ 1,601,405 $ 1,596,821

1 unchanged sentence

(2) Includes premiums, discounts and unamortized debt origination costs.

These costs were $ 4.8 million and $ 10.1 million as of September 30, 2025 and December 31, 2024, respectively.

This excludes $ 6.1 million and $ 7.4 million of unamortized debt origination costs related to the unsecured lines of credit at September 30, 2025 and December 31, 2024, respectively, recorded in prepaids and other assets in the consolidated balance sheet.

These costs were $ 16.3 million and $ 4.6 million as of March 31, 2026 and December 31, 2025, respectively.

This excludes $ 5.2 million and $ 5.7 million of unamortized debt origination costs related to the unsecured lines of credit at March 31, 2026 and December 31, 2025, respectively, recorded in prepaids and other assets in the consolidated balance sheet.

(3) We have entered into various interest rate swap agreements to effectively fix variable interest costs (see Note 6).

3 unchanged sentences

(6) The Operating Partnership provides a 10 % guarantee of this mortgage, which is held at a joint venture that is consolidated for financial reporting purposes.

In April 2025, the Southaven, Mississippi consolidated joint venture amended its mortgage increasing the outstanding borrowings from $ 51.7 million to $ 61.7 million and extending the maturity date from October 2026 to April 2030 with no extension options.

The stated interest rate remained unchanged at the Adjusted Secured Overnight Financing Rate (“Adjusted SOFR”) + 2.0 %.

In September 2025, we assumed a $ 115.0 million 7.57 % interest only mortgage that matures in November 2027 in conjunction with the acquisition of the Legends Outlets in Kansas City, Kansas.

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

Certain of our properties, which had a net book value of approximately $ 258.7 million at September 30, 2025, serve as collateral for mortgages payable.

As of September 30, 2025, we maintained unsecured lines of credit that provided for borrowings of up to $ 620.0 million which had $ 60.0 million borrowed.

The unsecured lines of credit as of September 30, 2025 included a $ 20.0 million liquidity line and a $ 600.0 million syndicated line.

Certain of our properties, which had a net book value of approximately $ 194.9 million at March 31, 2026, serve as collateral for mortgages payable.

As of March 31, 2026, we maintained unsecured lines of credit that provided for borrowings of up to $ 620.0 million under which there were no outstanding borrowings.

The unsecured lines of credit as of March 31, 2026 included a $ 20.0 million liquidity line and a $ 600.0 million syndicated line.

The syndicated line may be increased up to $ 1.2 billion through an accordion feature in certain circumstances.

2026 Transactions

Exchangeable Notes

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

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

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

On or after October 15, 2030, the Exchangeable Notes will be exchangeable at the option of the holders at any time prior to the close of business on the business day immediately preceding the maturity date.

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).

Net proceeds after the initial purchaser’s discount and offering costs were approximately $ 243.0 million.

The Exchangeable Notes and the Guarantee were issued pursuant to an indenture, dated as of January 12, 2026 (the “Indenture”), among the Operating Partnership, the Company and U.S.

Bank Trust Company, National Association, as trustee.

If a Fundamental Change (as defined in the Indenture) occurs prior to the maturity date for the Exchangeable Notes, subject to certain conditions and a limited exception, holders of the Exchangeable Notes may require the Operating Partnership to repurchase for cash all or any portion of their Exchangeable Notes at a repurchase price equal to 100 % of the principal amount of the Exchangeable Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the Fundamental Change Repurchase Date (as defined in the Indenture).

In addition, if certain corporate events occur or if the Operating Partnership calls any Exchangeable Notes for redemption, the Operating Partnership may be required, in certain circumstances, to increase the exchange rate for any Exchangeable Notes in connection with any such corporate event or exchange their Exchangeable Notes called (or deemed called, as provided in the Indenture) for redemption by a specified number of common shares, up to a maximum of 29.4811 common shares per $1,000 principal amount of Exchangeable Notes.

The Operating Partnership may redeem for cash all or any portion of the Exchangeable Notes (subject to certain limitations), if the Company’s board of directors (or a committee thereof) determines such redemption is necessary to preserve the Company’s status as a REIT for U.S.

federal income tax purposes.

The Operating Partnership does not have any other right to redeem the Exchangeable Notes prior to January 22, 2029.

On any business day on or after January 22, 2029 and prior to the 41st scheduled trading day immediately preceding the maturity date, the Operating Partnership may redeem the Exchangeable Notes, at its option, in whole or in part (subject to certain limitations), if the last reported sale price of the common shares has been at least 130 % of the exchange price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Operating Partnership provides notice of redemption.

The redemption price will be equal to 100 % of the principal amount of the Exchangeable Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of holders of the Exchangeable Notes on a record date to receive the related interest payment).

In connection with the offering of Exchangeable Notes, we entered into a registration rights agreement pursuant to which we agreed to register the resale of the common shares, if any, deliverable upon exchange of the Exchangeable Notes.

In February 2026, the Company registered the resale of the common shares offered under a prospectus supplement pursuant to contractual obligations under the registration rights agreement.

Further, we agreed in the registration rights agreement to use commercially reasonable efforts to keep the shelf registration statement or resale prospectus effective to and including the earlier of (1) the 50th trading day immediately following the maturity date for the Exchangeable Notes (subject to extension for any suspension of the effectiveness of the registration during such 50-trading day period immediately following the maturity date for the Exchangeable Notes) and (2) the 50th trading day immediately following the date on which (i) there are no longer outstanding any Exchangeable Notes or (ii) there are no common shares delivered or deliverable upon exchange thereof that would be “restricted securities" (within the meaning of Rule 144 under the Securities Act).

If the Operating Partnership does not fulfill certain of its obligations under the registration rights agreement (a "Registration Default"), the Operating Partnership will be required to pay additional interest to holders of the Exchangeable Notes.

If a holder of the Exchangeable Notes exchanges some or all of its Exchangeable Notes, such holder will not be entitled to additional interest with respect to the notes so exchanged.

However, if such holder exchanges some or all of its Exchangeable Notes when there exists a Registration Default, the Operating Partnership will increase the applicable exchange rate by 3 % for each $1,000 principal amount of notes so exchanged instead of paying any additional interest.

We account for such additional interest amounts as contingent obligations in accordance with ASC Subtopic 825-20:

Financial Instrument - Registration Payment Arrangements, which are measured separately in accordance with ASC Subtopic 450-20:

Loss Contingencies.

Because payment of such additional interest amounts is not probable as of March 31, 2026, they have not been recognized or included in the allocation of the proceeds from Exchangeable Notes as of March 31, 2026.

Unsecured Term Loans

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

We drew an incremental $ 75.0 million at closing, for a total outstanding amount of $ 400.0 million, and we have a combined $ 150.0 million available under a delayed draw feature.

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.

Unsecured Lines of Credit

The unsecured lines of credit and senior, unsecured notes include covenants that require the maintenance of certain ratios, including debt service coverage and leverage, and limit the payment of dividends such that dividends and distributions will not exceed FFO, as defined in the agreements, for the prior fiscal year on an annual basis or 95 % of FFO on a cumulative basis.

As of September 30, 2025, we believe we were in compliance with all of our debt covenants.

As of March 31, 2026, we believe we were in compliance with all of our debt covenants.

Debt Maturities

Maturities and principal amortization of the existing long-term debt as of September 30, 2025 for the next five years and thereafter are as follows (in thousands):

Maturities and principal amortization of the existing long-term debt as of March 31, 2026 for the next five years and thereafter are as follows (in thousands):

Calendar Year Amount

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Total $ 1,865,674

(1) Excludes one year extension options on our $ 325.0 million unsecured term loan which matures in 2027 and our $ 620.0 million unsecured lines of credit which has $ 60.0 million outstanding at September 30, 2025 which matures in 2028.

With extension options, these debt maturities would mature in 2028 and 2029, respectively.

(1) Excludes the two six-month extension options on our $ 620.0 million unsecured lines of credit under which there were no outstanding borrowings at March 31, 2026 and which mature in 2028.

If the extension options are exercised, the debt maturity dates would be extended to 2029.

We have considered our short-term (one-year or less from the date of filing these financial statements) liquidity needs and the adequacy of our estimated cash flows from operating activities and other financing sources to meet these needs.

These other sources include but are not limited to:

existing cash, ongoing relationships with certain financial institutions, our ability to sell debt or issue equity subject to market conditions, and proceeds from the potential sale of non-core assets.

existing cash and short-term investments, our existing delayed draw feature under our unsecured term loans, ongoing relationships with certain financial institutions, our ability to sell debt or issue equity subject to market conditions, and proceeds from the potential sale of non-core assets.

We believe that we have access to the necessary financing to fund our short-term liquidity needs.

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The following table summarizes the terms and fair values of our derivative financial instruments, as well as their classifications within the consolidated balance sheets (notional amounts and fair values in thousands):

Effective Date Maturity Date Notional Amount Bank Pay Rate Company Fixed Pay Rate September 30, 2025 December 31, 2024

Effective Date Maturity Date Notional Amount Bank Pay Rate Company Fixed Pay Rate March 31, 2026 December 31, 2025

Assets (Liabilities) (1) :

Current Derivatives

February 2024 February 2026 $ 75,000 Daily SOFR

3.5 % $ — $ 22

February 2024 August 2026 75,000 Daily SOFR 3.7 % ( 18 ) ( 80 )

February 2024 January 2027 175,000 Daily SOFR 4.2 % ( 689 ) ( 1,358 )

January 2026 October 2029 75,000 Daily SOFR 3.4 % 386 ( 25 )

February 2026 April 2028 75,000 Daily SOFR 3.3 % 379 ( 102 )

$ 400,000 3.8 %

May 2025 April 2029 61,700 Daily SOFR 3.5 % — ( 417 )

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Forward Starting Derivatives

February 1, 2026 April 1, 2028 75,000 Daily SOFR 3.3 % ( 154 ) —

August 2026 October 2027 50,000 Daily SOFR 3.1 % 272 6

August 2026 April 2028 25,000 Daily SOFR 3.1 % 180 24

January 2027 December 2028 50,000 Daily SOFR 3.2 % 225 —

January 2027 April 2029 25,000 Daily SOFR 3.1 % 213 —

January 2027 September 2030 25,000 Daily SOFR 3.5 % ( 20 ) —

Total $ 175,000 3.2 % $ 870 $ 30

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The following table represents the effect of the derivative financial instruments on the accompanying consolidated financial statements (in thousands):

Three months ended September 30, Nine months ended September 30,

2025 2024 2025 2024

Three months ended March 31,

Interest Rate Swaps (Effective Portion):

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Quoted Prices in Active Markets for Identical Assets or Liabilities Significant Observable Inputs Significant Unobservable Inputs

Fair value as of September 30, 2025:

Fair value as of March 31, 2026:

Interest rate swaps (prepaids and other assets) $ 1,730 — $ 1,730 $ —

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The estimated fair value within the fair value hierarchy and recorded value of our debt consisting of senior, unsecured notes, unsecured term loans, secured mortgages and unsecured lines of credit were as follows (in thousands):

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Level 1 Quoted Prices in Active Markets for Identical Assets or Liabilities $ — $ —

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However, due to the limited trading volume of these notes, we have classified these instruments as Level 2 in the fair value hierarchy.

Our other debt is classified as Level 3 in the fair value hierarchy given the unobservable inputs utilized in the valuation.

Our Exchangeable Notes are not publicly traded, and are classified as Level 2 in the fair value hierarchy given observable inputs such as quoted prices in active markets for similar liabilities or other inputs using observable market data.

Valuations are based on expected future payments discounted at risk-adjusted and quoted market prices.

Our other debt, including our unsecured term loans and secured mortgage debt, are classified as Level 3 in the fair value hierarchy given the unobservable inputs utilized in the valuation.

Our unsecured term loan, unsecured lines of credit and variable interest rate mortgages are all SOFR based instruments.

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Dividend Declaration

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

In January 2026, the Company's Board of Directors (the “Board”) declared a $ 0.2925 cash dividend per common share payable on February 13, 2026 to each shareholder of record on January 30, 2026, and in its capacity as General Partner of the Operating Partnership, authorized a $ 0.2925 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.

At-the-Market Offering

Under our at-the-market stock offering (“ATM Offering”) program, we may offer and sell our common shares, $ 0.01 par value per share, having an aggregate gross sales price of up to $ 400 million.

The ATM Offering includes forward sales capability detailed in the “Forward Sale Agreements” section below.

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

In February 2026, the Company and the Operating Partnership filed an automatic shelf registration statement on Form S-3 (File No.

333-293804) (the “Universal Registration Statement”) with the SEC, which became effective automatically upon filing.

In connection with the filing of the Universal Registration Statement, on February 26, 2026, the Company also filed a new prospectus supplement with the SEC to the base prospectus, contained in the Universal Registration Statement, which relates to the Company’s at-the-market stock offering (“ATM Offering”) program.

Substantially concurrent with the Company’s and the Operating Partnership’s entry into the Sales Agreement (as defined below), the Company terminated its existing ATM Equity Offering SM Sales Agreement, among the Company, the Operating Partnership and the agents party thereto (the “2025 Sales Agreement”), in accordance with the terms of the 2025 Sales Agreement.

In February 2026, the Company and the Operating Partnership entered into the ATM Equity Offering SM Sales Agreement (the “2026 Sales Agreement”) with each of the certain sales agents listed therein (the “Sales Agents”), pursuant to which the Company may issue and sell shares of its common shares having an aggregate gross sales price of up to $ 400 million in amounts and at times to be determined by the Company.

The purpose of the entry into the 2026 Sales Agreement and the termination of the 2025 Sales Agreement was to reference the Universal Registration Statement in the 2026 Sales Agreement and to add an additional Sales Agent, Forward Purchaser and Forward Seller not party to the 2025 Sales Agreement.

Under our ATM Offering program, we may offer and sell our common shares for a gross sales price of up to $ 400 million in amounts and times to be determined by the Company and 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.

Our ATM Offering program allows for the sale of common shares through forward sales contracts.

These contracts meet all conditions for equity classification, and as such, common shares are recorded at the offering price specified in the contract upon settlement.

We also account for the potential dilution from forward sales contracts in the earnings per share calculations, using the treasury stock method to determine any dilutive impact before settlement.

We currently intend to use the net proceeds from the sale of common shares pursuant to the ATM Offering program for working capital and general corporate expenses.

As of September 30, 2025, we had approximately $ 400.0 million remaining available for sales of shares under the ATM Offering program.

There were no sales of our common shares during the nine months ended September 30, 2025.

During the third quarter of 2025, we settled all of the previously sold forward shares that were sold during 2024, as discussed in the Forward Sale Agreements section below.

For the three and nine months ended September 30, 2024, we sold 818,943 shares under the ATM Offering Program at an average share price of $ 30.53 for total gross proceeds of $ 25.0 million.

In the fourth quarter of 2024, we also sold 2.6 million shares at an average price of $ 35.57 for total gross proceeds of $ 90.9 million and 1.9 million shares subject to forward sale agreements at an initial forward sale price of $ 36.40 for estimated aggregate gross value of $ 69.7 million as outlined below.

Forward Sale Agreements

During the fourth quarter of 2024, we sold an aggregate of 1.9 million shares under the ATM Offering program which were subject to forward sale agreements, for an estimated aggregate gross value of $ 69.7 million based on the initial forward sale price of $ 36.40 with respect to each forward sale agreement.

In September 2025, we settled all of these shares for total proceeds of $ 69.3 million.

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

As of March 31, 2026, we had approximately $ 400.0 million remaining available for sales of shares under the ATM Offering program.

There were no sales of our common shares under the ATM Offering program during the first quarters of 2026 and 2025.

Share Repurchase Program

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

The Company did not repurchase any common shares in both the three and nine months ended September 30, 2025 and September 30, 2024.

The remaining amount of common shares authorized to be repurchased under the share repurchase program as of September 30, 2025 was approximately $ 200.0 million.

The Company repurchased 589,622 common shares for a total cost of approximately $ 20.0 million, including transaction costs, during the three months ended March 31, 2026.

The Company did not repurchase any common shares during the three months ended March 31, 2025.

The remaining amount of common shares authorized to be repurchased under the share repurchase program as of March 31, 2026 was approximately $ 180.0 million.

Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs

(in millions)

January 1, 2026 to January 31, 2026 589,622 $ 33.92 589,622 $ 180.0

February 1, 2026 to February 28, 2026 — — — 180.0

March 1, 2026 to March 31, 2026 — — — 180.0

Total 589,622 $ 33.92 589,622 $ 180.0

Partners’ Equity of the Operating Partnership

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Likewise, when the Company repurchases its outstanding common shares, the Operating Partnership repurchases a corresponding amount of Class B common limited partnership units held by Tanger LP Trust.

The following table sets forth the changes in outstanding partnership units for the three and nine months ended September 30, 2025 and September 30, 2024:

The following table sets forth the changes in outstanding partnership units for the three months ended March 31, 2026 and March 31, 2025:

Limited Partnership Units

General Partnership Units Class A Class B Total

Balance June 30, 2024 1,150,000 4,707,958 108,203,536 112,911,494

Options exercised — — 45,625 45,625

Issuance of units — — 818,943 818,943

Forfeitures of restricted common share awards by the Company — — ( 4,450 ) ( 4,450 )

Units withheld for employee income taxes — — ( 5,267 ) ( 5,267 )

Balance September 30, 2024 1,150,000 4,707,958 109,058,387 113,766,345

General Partnership Units Class A Class B Class C Total

Balance December 31, 2024 1,250,000 4,707,958 111,488,633 — 116,196,591

Options exercised — — 5,200 — 5,200

Issuance of units — — 818,943 818,943

Exchange of Class A limited partnership units — ( 45,054 ) 45,054 — —

Grant of restricted common share awards by the Company, net of forfeitures — — 595,924 — 595,924

Issuance of deferred units — — 136,469 136,469

Units withheld for employee income taxes — — ( 211,605 ) — ( 211,605 )

Balance September 30, 2024 1,150,000 4,707,958 109,058,387 113,766,345

Balance June 30, 2025 1,250,000 4,662,904 111,924,006 116,586,910

Options exercised — — 25,400 25,400

Settlement of Forward Equity Sale Agreements — — 1,915,762 1,915,762

Balance September 30, 2025 1,250,000 4,662,904 113,865,168 118,528,072

Balance March 31, 2025 1,250,000 4,662,904 111,923,206 — 116,586,110

Balance December 31, 2025 1,250,000 4,662,904 113,847,359 — 118,510,263

Options exercised — — 33,200 — 33,200

Issuance of Class C limited partnership units upon conversion of Basic LTIP units (1)

— — — 15,180 15,180

Grant of restricted common share awards by the Company, net of forfeitures — — 580,680 — 580,680

Exchange of Class A Limited Partnership Units — ( 45,054 ) 45,054 —

Settlement of Forward Equity Sale Agreements — — 1,915,762 1,915,762

Repurchase of common units

— — ( 589,622 ) — ( 589,622 )

Units withheld for employee income taxes — — ( 245,766 ) — ( 245,766 )

Balance September 30, 2025 1,250,000 4,662,904 113,865,168 118,528,072

Balance March 31, 2026 1,250,000 4,662,904 113,625,851 15,180 118,303,935

(1) Represents time-based LTIP units of certain non-employee directors which vested and satisfied minimum allocations to the capital account of the LTIP unit for federal income tax purposes.

The units automatically converted into non-voting Class C common limited partnership units of the Operating Partnership on February 15, 2026.

Earnings Per Share of the Company

The following table sets forth a reconciliation of the numerators and denominators in computing the Company’s earnings per share (in thousands, except per share amounts):

Three months ended September 30, Nine months ended September 30,

2025 2024 2025 2024

Three months ended March 31,

Net income attributable to Tanger Inc.

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Net income $ 0.24 $ 0.17

We determine diluted earnings per share based on the weighted average number of common shares outstanding combined with the incremental weighted average shares that would have been outstanding assuming all potentially dilutive securities were converted into common shares at the earliest date possible.

We determine diluted earnings per share based on the weighted average number of common shares outstanding combined with the incremental weighted average common shares that would have been outstanding assuming all potentially dilutive securities were converted into common shares at the earliest date possible.

Notional units granted under our equity compensation plan are considered contingently issuable common shares and are included in earnings per share if the effect is dilutive using the treasury stock method and the common shares would be issuable if the end of the reporting period were the end of the contingency period.

For the three and nine months ended September 30, 2025, approximately 99,000 notional units were excluded from the computation because these notional units either would not have been issuable if the end of the reporting period were the end of the contingency period or because they were anti-dilutive.

For the three and nine months ended September 30, 2024, approximately 120,000 notional units were excluded from the computation.

For the three months ended March 31, 2026, approximately 472,000 notional units were excluded from the computation because these notional units either would not have been issuable if the end of the reporting period were the end of the contingency period or because they were anti-dilutive.

For the three months ended March 31, 2025, approximately 99,000 notional units were excluded from the computation.

With respect to outstanding options, the effect of dilutive common shares is determined using the treasury stock method, whereby outstanding options are assumed exercised at the beginning of the reporting period and the exercise proceeds from such options and the average measured but unrecognized compensation cost during the period are assumed to be used to repurchase our common shares at the average market price during the period.

For the three and nine months ended September 30, 2025, and September 30, 2024, no options were excluded from the computation.

For the three months ended March 31, 2026 and March 31, 2025, no options were excluded from the computation.

The assumed exchange of the partnership units held by the Non-Company LPs as of the beginning of the year, which would result in the elimination of earnings allocated to the noncontrolling interest in the Operating Partnership, would have no impact on earnings per share since the allocation of earnings to a common limited partnership unit, as if exchanged, is equivalent to earnings allocated to a common share.

The Exchangeable Notes are evaluated for dilution using the if‑converted method.

For the three months ended March 31, 2026, the Exchangeable Notes were anti‑dilutive and therefore excluded from diluted earnings per common unit.

Certain of the Company’s unvested restricted common share awards and LTIP units contain non-forfeitable rights to dividends or dividend equivalents.

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The following table sets forth a reconciliation of the numerators and denominators in computing earnings per unit (in thousands, except per unit amounts):

Three months ended September 30, Nine months ended September 30,

2025 2024 2025 2024

Three months ended March 31,

Net income attributable to partners of the Operating Partnership $ 29,417 $ 19,999

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Notional units granted under our equity compensation plan are considered contingently issuable common units and are included in earnings per unit if the effect is dilutive using the treasury stock method and the common units would be issuable if the end of the reporting period were the end of the contingency period.

For the three and nine months ended September 30, 2024, approximately 120,000 notional units were excluded from the computation.

For the three months ended March 31, 2025, approximately 99,000 notional units were excluded from the computation.

With respect to outstanding options, the effect of dilutive common units is determined using the treasury stock method, whereby outstanding options are assumed exercised at the beginning of the reporting period and the exercise proceeds from such options and the average measured but unrecognized compensation cost during the period are assumed to be used to repurchase our common units at the average market price during the period.

The market price of a common unit is considered to be equivalent to the market price of a Company common share.

For the three and nine months ended September 30, 2025 and September 30, 2024, no options were excluded from the computation.

For the three months ended March 31, 2026 and March 31, 2025, no options were excluded from the computation.

The Exchangeable Notes are evaluated for dilution using the if‑converted method.

For the three months ended March 31, 2026, the Exchangeable Notes were anti‑dilutive and therefore excluded from diluted earnings per common unit.

Certain of the Company’s unvested restricted common share awards and LTIP units contain non-forfeitable rights to distributions or distribution equivalents.

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Each such Class C common unit may be exchanged by the holder for one common share of the Company.

LTIP units are intended to qualify as profits interests for US federal income tax purposes.

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

federal income tax purposes.

In the discussion below, the term “we” refers to the Company and the Operating Partnership together and the term “shares” is meant to also include corresponding units of the Operating Partnership.

We recorded equity-based compensation expense in general and administrative expenses in our consolidated statements of operations as follows (in thousands):

Three months ended Nine months ended

September 30, September 30,

2025 2024 2025 2024

Restricted common shares and time-based LTIP awards

Three months ended

Restricted common shares and time-based LTIP units

$ 2,049 $ 1,672

Performance-based notional unit awards and performance-based LTIP awards

1,359 1,038 3,857 3,030

Options 76 86

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Equity-based compensation expense capitalized as a part of rental property and deferred lease costs were as follows (in thousands):

Three months ended Nine months ended

September 30, September 30,

2025 2024 2025 2024

Three months ended

Equity-based compensation expense capitalized $ 76 $ 33

Restricted Common Share Awards

During February 2025, the Company granted to its non-employee directors and executive officers, approximately 30,000 and 169,000 restricted common shares, respectively.

The grant date fair values of the awards were $ 34.59 and $ 35.30 per share, respectively.

The restricted common shares vest ratably over a three-year period on February 15th of each year for executive officers and over a one-year period on February 15th for non-employee directors.

Compensation expense related to the amortization of the deferred compensation is being recognized in accordance with the vesting schedule of the restricted shares.

For certain restricted shares that vest and restricted share units that are settled during the period, we withhold shares with value equivalent up to the employees’ maximum statutory obligation for the applicable income and other employment taxes, and remit cash to the appropriate taxing authorities.

The total number of shares withheld upon vesting or settlement were approximately 212,000 and 381,000 for the nine months ended September 30, 2025 and 2024, respectively.

The total number of shares withheld was based on the value of the common shares on the vesting or settlement date as determined by our closing share price on the prior day.

Total amounts paid for the employees’ tax obligation to taxing authorities were $ 7.3 million and $ 10.7 million for the nine months ended September 30, 2025 and 2024, respectively.

During February 2026, the Company granted to its executive officers and non-employee directors approximately 100,000 and 16,000 restricted common shares, respectively.

The grant date fair value of the awards were $ 33.61 per share.

The restricted common shares vest ratably over a three-year period each year for executive officers and over a one-year period for non-employee directors.

Compensation expense related to the amortization of the deferred compensation is being recognized in accordance with the vesting schedule of the restricted common shares.

For certain restricted common shares that vest and restricted share units that are settled during the period, we withhold common shares with value equivalent up to the employees’ maximum statutory obligation for the applicable income and other employment taxes, and remit cash to the appropriate taxing authorities.

The total number of shares withheld upon vesting or settlement was approximately 246,000 and 212,000 for the three months ended March 31, 2026 and 2025, respectively.

The total number of common shares withheld was based on the value of the common shares on the vesting or settlement date as determined by our closing share price on the prior day.

Total amounts paid for the employees’ tax obligation to taxing authorities were $ 8.3 million and $ 7.3 million for the three months ended March 31, 2026 and 2025, respectively.

These amounts are reflected as financing activities within the consolidated statements of cash flows.

Basic Long Term Incentive Plan Units

During 2025, the Company granted to certain non-employee directors 15,180 LTIP units with time-based vesting requirements and a grant date fair value of $ 34.59 per unit that vest ratably over one year subject to continued service.

During 2026, the Company granted to certain non-employee directors approximately 16,000 LTIP units with time-based vesting requirements and a grant date fair value of $ 33.61 per unit that vest ratably over one year subject to continued service.

Compensation expense for these units is being recognized over a one-year period.

The Company also granted certain officers approximately 106,000 LTIP units with time-based vesting requirements and grant date fair value of $ 33.61 .

Compensation expense for these units is being recognized over a three-year period.

2026 Performance Share Plan

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Recipients may earn notional units which may convert into restricted common shares of the Company or LTIP units, based on the Company’s absolute total shareholder return and its total shareholder return relative to its peer group over a three-year measurement period.

Any shares or LTIP units earned at the end of the three-year measurement period are subject to a time-based vesting schedule, with 50 % of the shares and units vesting immediately following the measurement period, and the remaining 50 % vesting one-year thereafter, contingent upon continued employment with the Company through the vesting date (unless accelerated due to termination prior thereto (a) by the Company without cause, (b) by participant for good reason or, (c) due to death or disability).

Any common 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 common shares and units vesting immediately following the measurement period, and the remaining 50 % vesting one-year thereafter, contingent upon continued employment with the Company through the vesting date (unless accelerated due to termination prior thereto (a) by the Company without cause, (b) by participant for good reason or (c) due to death or disability).

The following table sets forth 2026 PSP performance targets and other relevant information about the 2026 PSP:

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Percentage of units to be earned 25 % - 100 %

Maximum number of restricted common shares that may be earned 62,000

February grant date fair value per LTIP unit $ 22.33

February grant date fair value per share $ 22.22

Maximum number of restricted common shares and LTIP units that may be earned 376,000

Grant date fair value per LTIP unit $ 17.88

Grant date fair value per share $ 17.77

(1) The number of restricted common shares received and LTIP units earned under the 2026 PSP will be determined on a pro-rata basis by linear interpolation between total shareholder return thresholds, both for absolute total shareholder return and for relative total shareholder return amongst the Company’s peer group.

(2) The peer group is based on companies included in the FTSE Nareit Retail Index.

The fair values of the 2025 PSP awards granted during the nine months ended September 30, 2025, were determined at the grant dates using a Monte Carlo simulation pricing model and the following assumptions:

(2) The peer group is based on companies included in the FTSE Nareit Retail Index with market capitalization of $ 1 billion or greater.

The fair values of the 2026 PSP awards granted during the three months ended March 31, 2026 were determined at the grant dates using a Monte Carlo simulation pricing model and the following assumptions:

Risk free interest rate (1)

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2023 Performance Share Plan

In February 2025, the measurement period for the 2022 Performance Share Plan concluded.

Based on the Company’s absolute and relative total shareholder return over the three-year measurement period, we issued 401,613 restricted common shares in February 2025, with 258,532 vesting immediately and the remaining 143,081 vesting in February 2026.

The vesting of those 143,081 shares is contingent upon continued employment with the Company through the vesting date (unless terminated prior thereto (a) by the Company without cause, (b) by participant for good reason or (c) due to death or disability, in which cases vesting will accelerate).

In March 2026, the measurement period for the 2023 Performance Share Plan concluded.

Based on the Company’s absolute and relative total shareholder return over the three-year measurement period, we issued 465,469 restricted common shares in March 2026, with 263,742 vesting immediately and the remaining 201,727 vesting in March 2027.

The vesting of those 201,727 common shares is contingent upon continued employment with the Company through the vesting date (unless terminated prior thereto (a) by the Company without cause, (b) by participant for good reason or (c) due to death or disability, in which cases vesting will accelerate).

Accumulated Other Comprehensive Income (Loss) of the Company

The following table presents changes in the balances of each component of accumulated other comprehensive income (loss) for the three and nine months ended September 30, 2025 and 2024 (in thousands):

Accumulated Other Comprehensive Income (Loss) Noncontrolling Interest in Operating Partnership Accumulated Other Comprehensive Income (Loss)

Foreign Currency Cash flow hedges Total Foreign Currency Cash flow hedges Total

Balance June 30, 2025 $ ( 26,594 ) $ ( 1,814 ) $ ( 28,408 ) $ ( 1,394 ) $ ( 82 ) $ ( 1,476 )

Other comprehensive income before reclassifications ( 357 ) — ( 357 ) ( 11 ) — ( 11 )

Reclassifications out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges — ( 179 ) ( 179 ) — ( 7 ) ( 7 )

Balance September 30, 2025 $ ( 26,951 ) $ ( 1,993 ) $ ( 28,944 ) $ ( 1,405 ) $ ( 89 ) $ ( 1,494 )

The following table presents changes in the balances of each component of accumulated other comprehensive income (loss) for the three months ended March 31, 2026 and 2025 (in thousands):

Accumulated Other Comprehensive Income (Loss) Noncontrolling Interest in Operating Partnership Accumulated Other Comprehensive Income (Loss)

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Other comprehensive income before reclassifications ( 177 ) — ( 177 ) ( 8 ) — ( 8 )

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges

— ( 2,191 ) ( 2,191 ) — ( 93 ) ( 93 )

Balance September 30, 2025 $ ( 26,951 ) $ ( 1,993 ) $ ( 28,944 ) $ ( 1,405 ) $ ( 89 ) $ ( 1,494 )

Accumulated Other Comprehensive Income (Loss) Noncontrolling Interest in Operating Partnership Accumulated Other Comprehensive Income (Loss)

Foreign Currency Cash flow hedges Total Foreign Currency Cash flow hedges Total

Balance June 30, 2024 $ ( 23,961 ) $ 3,294 $ ( 20,667 ) $ ( 1,331 ) $ 177 $ ( 1,154 )

Other comprehensive income (loss) before reclassifications ( 178 ) — ( 178 ) 39 — 39

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges

Reclassifications out of accumulated other comprehensive income into other income for foreign currency and interest expense for cash flow hedges

— 2,933 2,933 — 120 120

Balance September 30, 2024 $ ( 24,139 ) $ ( 3,279 ) $ ( 27,418 ) $ ( 1,292 ) $ ( 143 ) $ ( 1,435 )

Balance March 31, 2026 $ ( 26,583 ) $ 990 $ ( 25,593 ) $ ( 1,395 ) $ 33 $ ( 1,362 )

Accumulated Other Comprehensive Income (Loss) Noncontrolling Interest in Operating Partnership Accumulated Other Comprehensive Income (Loss)

1 unchanged sentence

Balance December 31, 2024 $ ( 27,885 ) $ 198 $ ( 27,687 ) $ ( 1,451 ) $ 4 $ ( 1,447 )

Other comprehensive income (loss) before reclassifications ( 1,054 ) — ( 1,054 ) 1 — 1

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges

— ( 2,845 ) ( 2,845 ) — ( 162 ) ( 162 )

Balance September 30, 2024 $ ( 24,139 ) $ ( 3,279 ) $ ( 27,418 ) $ ( 1,292 ) $ ( 143 ) $ ( 1,435 )

We expect within the next twelve months to reclassify into earnings as a decrease to interest expense approximately $ 638,000 of the amounts recorded within accumulated other comprehensive income related to the interest rate swap agreements in effect as of September 30, 2025.

Accumulated Other Comprehensive Income (Loss) of the Operating Partnership

The following table presents changes in the balances of each component of accumulated other comprehensive income (loss) for the three and nine months ended September 30, 2025 and 2024 (in thousands):

Foreign Currency Cash flow hedges Accumulated Other Comprehensive Income (Loss)

Balance June 30, 2025 $ ( 27,986 ) $ ( 1,894 ) $ ( 29,880 )

Other comprehensive loss before reclassifications

( 612 ) — ( 612 ) ( 22 ) — ( 22 )

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges — ( 186 ) ( 186 )

Balance September 30, 2025 $ ( 28,358 ) $ ( 2,080 ) $ ( 30,438 )

Reclassification out of accumulated other comprehensive loss into other expense for foreign currency and interest expense for cash flow hedges

— ( 1,196 ) ( 1,196 ) — ( 52 ) ( 52 )

Balance March 31, 2025 $ ( 28,497 ) $ ( 998 ) $ ( 29,495 ) $ ( 1,473 ) $ ( 48 ) $ ( 1,521 )

We expect within the next twelve months to reclassify into earnings as a decrease to interest expense approximately $ 68,000 of the amounts recorded within accumulated other comprehensive income related to the interest rate swap agreements in effect as of March 31, 2026.

Accumulated Other Comprehensive Income (Loss) of the Operating Partnership

The following table presents changes in the balances of each component of accumulated other comprehensive income (loss) for the three months ended March 31, 2026 and 2025 (in thousands):

Foreign Currency Cash flow hedges Accumulated Other Comprehensive Income (Loss)

1 unchanged sentence

Other comprehensive income before reclassifications

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges

( 185 ) — ( 185 )

Balance September 30, 2025 $ ( 28,358 ) $ ( 2,080 ) $ ( 30,438 )

Foreign Currency Cash flow hedges Accumulated Other Comprehensive Income (Loss)

Balance June 30, 2024 $ ( 25,289 ) $ 3,471 $ ( 21,818 )

Other comprehensive loss before reclassifications

Reclassification out of accumulated other comprehensive income into other income for foreign currency and interest expense for cash flow hedges

— 3,053 3,053

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges — ( 6,895 ) ( 6,895 )

Balance September 30, 2024 $ ( 25,429 ) $ ( 3,424 ) $ ( 28,853 )

Balance March 31, 2026 $ ( 27,978 ) $ 1,023 $ ( 26,955 )

Foreign Currency Cash flow hedges Accumulated Other Comprehensive Income (Loss)

2 unchanged sentences

( 634 ) — ( 634 )

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges

Reclassification out of accumulated other comprehensive loss into other expense for foreign currency and interest expense for cash flow hedges

— ( 1,248 ) ( 1,248 )

Balance September 30, 2024 $ ( 25,429 ) $ ( 3,424 ) $ ( 28,853 )

Balance March 31, 2025 $ ( 29,968 ) $ ( 1,044 ) $ ( 31,012 )

Segment Reporting

5 unchanged sentences

Our resources are allocated by evaluating the operating results of the business as well as considering capital needs and future projections, and deploying them across the various business functions as deemed necessary while ensuring the uses align with our overall business strategy.

The following table provides the components of Portfolio Net Operating Income, a non-GAAP metric, related to our business for three and nine months ended September 30, 2025 and September 30, 2024:

Three months ended Nine months ended

September 30, September 30,

2025 2024 2025 2024

The following table provides the components of Portfolio Net Operating Income, a non-GAAP metric, related to our business for the three months ended March 31, 2026 and March 31, 2025:

Three months ended

Property Revenues:

20 unchanged sentences

Lease Agreements

As of September 30, 2025, we were the lessor to over 2,600 stores in our 34 consolidated centers, under operating leases with initial terms that expire from 2025 to 2039, with certain agreements containing extension options.

Also, certain of our lease agreements require tenants to pay their portion of reimbursable expenses such as common area expenses, utilities, insurance and real estate taxes.

As of March 31, 2026, we were the lessor to over 2,600 stores in our 34 consolidated centers, under operating leases with initial terms that expire between 2026 and 2039, with certain agreements containing extension options.

Also, certain of our lease agreements require tenants to pay their proportionate share of reimbursable expenses, such as common area expenses, utilities, insurance and real estate taxes.

The components of rental revenues are as follows (in thousands):

Three months ended Nine months ended

September 30, September 30,

2025 2024 2025 2024

Three months ended

Rental revenues - fixed $ 118,688 $ 107,196

6 unchanged sentences

Expenditures included in accounts payable and accrued expenses were as follows (in thousands):

September 30, 2025 September 30, 2024

March 31, 2026 March 31, 2025

Costs relating to construction included in accounts payable and accrued expenses $ 8,852 $ 10,822

Interest paid, net of interest capitalized was as follows (in thousands):

Nine months ended

September 30,

Three months ended

Interest paid $ 24,965 $ 22,798

Non-cash financing activities that occurred during the third quarter of 2025 include the assumption of mortgage debt in the amount of $ 115.0 million, including net premiums of $ 3.8 million, related to the acquisition of our center in Kansas City, KS.

The following table summarizes cash, cash equivalents and restricted cash (in thousands) for the Company:

Nine months ended

September 30,

Three months ended

Beginning of period:

11 unchanged sentences

The following table summarizes cash, cash equivalents and restricted cash (in thousands) for the Operating Partnership:

Nine months ended

September 30,

Three months ended

Beginning of period:

12 unchanged sentences

The following table provides a brief description of recent accounting pronouncements and the expected impact on our financial statements:

Date of Adoption

Effect on the financial statements or other significant matters

ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures

ASU 2023-07 requires, among other updates, enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker.

ASU 2023-07 also clarifies that entities with a single reportable segment are subject to both new and existing reporting requirements under Topic 280.

This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective adoption.

Early adoption is permitted.

January 1, 2024

We adopted ASU 2023-07 in our Form 10-K covering the fiscal year ended December 31, 2024, and for this interim period beginning ending March 31, 2025.

ASU 2023-07 is applied retrospectively to all prior periods presented in the accompanying unaudited consolidated financial statements.

Effective Date Impact on the financial statements or other significant matters

ASU 2023-09, Income Taxes (Topic 740):

3 unchanged sentences

January 1, 2025

Adopting this guidance is not expected to have a material impact on our financial statement disclosures.

Adopting this guidance did not have a material impact on our financial statement disclosures.

ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

11 unchanged sentences

Dividend Declaration

In October 2025, the Board declared a $ 0.2925 quarterly cash dividend per common share payable on November 14, 2025 to each shareholder of record on October 31, 2025, and, in its capacity as General Partner of the Operating Partnership, authorized a $ 0.2925 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.

In April 2026, the Board declared a $ 0.3125 quarterly cash dividend per common share payable on May 15, 2026 to each shareholder of record on April 30, 2026, and, in its capacity as General Partner of the Operating Partnership, authorized a $ 0.3125 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.

In April 2026, we entered into a $ 25.0 million interest rate swap agreement on unsecured debt with an effective date of July 6, 2026 and an expiration date of April 1, 2031.

The fixed Daily SOFR base rate of this interest rate swap agreement is 3.5 %.

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

What changed 10-Q

Item 1. Financial Statements