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Item 2. Management’s Discussion and Analysis

2026-05-04 compared with 2025-11-06 · 151 added, 238 removed, 508 unchanged (43% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The discussion of our results of operations reported in the unaudited, consolidated statements of operations compares the three and nine months ended September 30, 2025 with the three and nine months ended September 30, 2024.

The discussion of our results of operations reported in the unaudited, consolidated statements of operations compares the three months ended March 31, 2026 with the three months ended March 31, 2025.

The results of operations discussion is combined for Tanger Inc.

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Cautionary Statements

Certain statements made in this Quarterly Report contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Certain statements made in this Quarterly Report on Form 10-Q contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act.

We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for purposes of complying with these safe harbor provisions.

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We caution you not to place undue reliance on forward-looking statements, which speak only as of the date of this Quarterly Report.

All of our forward-looking statements are qualified in their entirety by this statement.

All of our forward-looking statements are qualified in their entirety by this cautionary statement.

There are a number of risks, uncertainties and other factors that could cause our actual results to differ materially from the forward-looking statements contained in or contemplated by this Quarterly Report.

Any forward-looking statements should be considered in light of the risks, uncertainties and other factors referred to in Item 1A.

“Risk Factors” in our Annual Report on Form 10-K and in this Quarterly Report.

“Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 and in this Quarterly Report on Form 10-Q.

Such risks and uncertainties include, but are not limited to:

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tariffs, increased capital costs and capital markets volatility, increases in unemployment and reduced consumer confidence and spending;

risks related to our ability to develop new retail centers or expand existing retail centers successfully;

risks related to our ability to acquire or develop new retail centers or expand existing retail centers successfully;

risks related to the financial performance and market value of our retail centers and the potential for reductions in asset valuations and related impairment charges;

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competition for tenants with competing retail centers and our inability to execute leases with tenants on terms consistent with our expectations;

the diversification of our tenant mix and our entry into the operation of full price retail may not achieve our expected results;

the diversification of our tenant mix and the operation of full price retail may not achieve our expected results;

risks associated with environmental regulations;

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unanticipated threats to our business from changes in information and other technologies, including artificial intelligence;

and the uncertainties of costs to comply with regulatory changes and other important factors which may cause actual results to differ materially from current expectations include, but are not limited to, those set forth under Item 1A - “Risk Factors” in the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2024, and in this Quarterly Report.

Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

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General Overview

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.

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.

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

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

The table below details our acquisitions, new developments, expansions and dispositions of consolidated and unconsolidated centers that significantly impacted our results of operations and liquidity from January 1, 2024 to September 30, 2025 (square feet in thousands):

Consolidated Centers Unconsolidated Joint Venture Centers Managed Centers

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As of January 1, 2025 12,960 33 2,113 6 758 2

Little Rock, AR Fourth Quarter 270 1 — — — —

Other — — — — — —

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

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

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

Cleveland, OH First Quarter 639 1 — — — —

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Other 34 — — — — —

As of September 30, 2025

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

Other 3 — — — — —

As of March 31, 2026

14,012 34 2,113 6 457 1

The following table summarizes certain information for our existing consolidated centers in which we have an ownership interest as of September 30, 2025.

The following table summarizes certain information for our existing consolidated centers in which we have an ownership interest as of March 31, 2026.

Except as noted, all properties are owned in fee simple.

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100 547,937 98.4

Tanger Outlets Savannah Savannah, GA 100 488,698 99.7

Tanger Outlets Atlantic City Atlantic City, NJ (2) (3)

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Tanger Outlets San Marcos San Marcos, TX 100 471,816 98.7

Tanger Outlets Savannah Savannah, GA 100 463,583 100.0

Tanger Outlets Sevierville Sevierville, TN (2)

100 450,079 100.0

Tanger Outlets Myrtle Beach Hwy 501 Myrtle Beach, SC 100 426,523 97.6

Tanger Outlets Myrtle Beach - Highway 501

Myrtle Beach, SC 100 431,201 96.9

Tanger Outlets Phoenix Glendale, AZ 100 410,753 100.0

Tanger Outlets Myrtle Beach Hwy 17 Myrtle Beach, SC (2)

Tanger Outlets Myrtle Beach - Highway 17

Myrtle Beach, SC (2)

100 404,341 98.8

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50 325,831 96.8

Tanger Outlets Atlanta Locust Grove, GA 100 321,082 100.0

Tanger Outlets Gonzales Gonzales, LA 100 322,063 91.7

Tanger Outlets Atlanta Locust Grove, GA 100 321,082 97.8

Tanger Outlets Mebane Mebane, NC 100 319,762 99.5

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Unconsolidated Joint Venture Properties Legal Square

Property Name

Ownership % Feet (1)

Property Name Location Ownership % Feet (1)

% Occupied (1)

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Charlotte, NC 50 398,674 98.1

Tanger Outlets Ottawa Ottawa, Ontario, Canada

50 357,213 99.6

Tanger Outlets Ottawa

Ottawa, Ontario 50 357,213 99.6

Tanger Outlets Columbus (2)

50 355,245 99.7

Columbus, OH 50 355,245 99.0

Tanger Outlets Houston (2)

Texas City, TX 50 352,705 94.1

50 352,705 94.7

Tanger Outlets National Harbor (2)

National Harbor, MD 50 341,156 100.0

50 341,156 100.0

Tanger Outlets Cookstown

Cookstown, Ontario 50 307,883 96.7

Tanger Outlets Cookstown Cookstown, Ontario, Canada

50 307,883 95.7

Totals 2,112,876 97.8

(1) Excludes square footage and occupancy associated with ground leases to tenants.

(2) Property encumbered by a mortgage.

See Note 5 to the consolidated financial statements for further details of the joint venture debt obligations.

Managed Property Location

See Note 3 to the consolidated financial statements for further details of the joint venture’s debt obligations.

Managed Property Location Square

Tanger Outlets Palm Beach Palm Beach, FL 457,326

Leasing Activity

The following table provides information for our consolidated centers related to leases for new stores that opened or renewals that were executed during the respective trailing twelve-month periods ended September 30, 2025 and 2024:

Comparable Space for Executed Leases (1) (2)

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RESULTS OF OPERATIONS

Comparison of the three months ended September 30, 2025 to the three months ended September 30, 2024

Comparison of the three months ended March 31, 2026 to the three months ended March 31, 2025

Net income increased approximately $9.4 million in the 2026 period to $29.4 million as compared to net income of $20.0 million for the 2025 period.

Significant items impacting the comparability of the two periods include the following:

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

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

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

• higher rental revenues, operating expenses, and depreciation and amortization resulting from the acquisitions of our centers in Cleveland, OH during the first quarter of 2025 and in Kansas City, KS during the third quarter of 2025;

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

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

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

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

• higher interest income from cash on hand as a result of our financing transactions in January 2026;

• higher interest expense due to the assumption of a $115.0 million mortgage associated with the third quarter 2025 acquisition of a center in Kansas City, KS and the financing transactions in January 2026, including the issuance of $250.0 million aggregate principal amount of Exchangeable Notes and additional unsecured term loan proceeds.

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

Properties disposed include the center in Howell, MI that was sold in April 2025 which was held for sale during the three months ended March 31, 2025.

RENTAL REVENUES

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

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

MANAGEMENT, LEASING AND OTHER SERVICE REVENUES

Management, leasing and other service revenues increased approximately $22,000 in the 2025 period compared to the 2024 period.

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

2025 2024 Increase/(Decrease)

Management and marketing fees

$ 867 $ 879 $ (12)

Leasing and other fees 252 237 15

Expense reimbursements from unconsolidated joint ventures 1,388 1,369 19

$ 2,507 $ 2,485 $ 22

OTHER REVENUES

Other revenues increased approximately $181,000 in the 2025 period as compared to the 2024 period.

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

2025 2024 Increase/(Decrease)

Other revenues from existing properties $ 5,299 $ 5,212 $ 87

Other revenues from acquired properties and property disposed 177 83 94

$ 5,476 $ 5,295 $ 181

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

PROPERTY OPERATING EXPENSES

Property operating expenses increased approximately $3.6 million in the 2025 period compared to the 2024 period.

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

2025 2024 Increase/(Decrease)

Property operating expenses from existing properties $ 37,719 $ 37,861 $ (142)

Property operating expenses from acquired properties and property disposed 4,321 713 3,608

Expenses related to unconsolidated joint ventures 1,388 1,369 19

Other property operating expenses 381 304 77

$ 43,809 $ 40,247 $ 3,562

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses increased approximately $399,000 from $18.2 million to $18.6 million in the 2025 period compared to the 2024 period.

The increase is primarily related to higher healthcare related costs, cybersecurity, and other professional fees.

DEPRECIATION AND AMORTIZATION

Depreciation and amortization costs increased approximately $1.7 million in the 2025 period compared to the 2024 period.

2025 2024 Increase/(Decrease)

Depreciation and amortization from existing properties $ 33,181 $ 34,922 $ (1,741)

Depreciation and amortization from acquired properties and property disposed 3,922 454 $ 3,468

$ 37,103 $ 35,376 $ 1,727

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

INTEREST EXPENSE

Interest expense increased approximately $946,000 to $16.4 million in the 2025 period from $15.5 million in the 2024 period.

We had outstanding balances averaging approximately $81.8 million on our unsecured lines of credit during the 2025 period compared to $14.9 million for the 2024 period.

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

OTHER INCOME (EXPENSE)

Other income (expense) increased approximately $64,000 from ($52,000) to ($116,000) in the 2025 period compared to the 2024 period.

The 2025 period included higher corporate tax related expenses.

EQUITY IN EARNINGS OF UNCONSOLIDATED JOINT VENTURES

Equity in earnings of unconsolidated joint ventures increased approximately $1.9 million to $4.2 million from $2.3 million in the 2025 period compared to the 2024 period.

The increase was due to the refinance of the Galveston joint venture mortgage during the second quarter of 2025 that resulted in a lower interest rate and stronger comparative leasing results at our Charlotte joint venture.

Comparison of the nine months ended September 30, 2025 to the nine months ended September 30, 2024

Net income increased approximately $9.5 million in the 2025 period to $84.7 million as compared to net income of $75.2 million for the 2024 period.

Significant items impacting the comparability of the two periods include the following:

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

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

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

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

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

RENTAL REVENUES

Rental revenues increased approximately $34.6 million in the 2025 period compared to the 2024 period.

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

2025 2024 Increase/(Decrease)

Rental revenues from existing properties $ 371,877 $ 359,511 $ 12,366

Revenues from acquired properties and property disposed 24,729 4,717 20,012

Straight-line rent adjustments 2,069 361 1,708

Lease termination fees 806 875 (69)

Amortization of above and below market rent adjustments, net 464 (115) 579

$ 399,945 $ 365,349 $ 34,596

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

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

Straight-line rent adjustment income increased due to build out periods for certain larger leases, stronger lease execution, and from the acquisition of additional properties to the portfolio.

Lease termination fees increased from negotiated amounts between landlord and tenants that terminated prior to the contractual end of their leases.

MANAGEMENT, LEASING AND OTHER SERVICE REVENUES

Management, leasing and other service revenues increased approximately $57,000 in the 2025 period compared to the 2024 period.

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

Management, leasing and other service revenues decreased approximately $203,000 in the 2026 period compared to the 2025 period.

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

2026 2025 Increase/(Decrease)

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$ 2,204 $ 2,407 $ (203)

Leasing fees from unconsolidated joint ventures and managed-only properties decreased due to the timing of leases eligible for renewal and re-tenanting between the 2024 period and the 2025 period.

Leasing and other fees decreased primarily due to a decrease in fees from the Palm Beach, FL center that we third-party manage due to the timing of leases becoming eligible for renewal and re-tenanting.

OTHER REVENUES

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$ 4,675 $ 3,671 $ 1,004

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

Other revenues from existing properties increased in the 2026 period due to an increase in other revenue streams, such as EV charging, paid media sponsorships and onsite signage, on a local and national level.

PROPERTY OPERATING EXPENSES

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$ 46,733 $ 41,820 $ 4,913

Property operating expenses from existing properties increased due to higher snow removal costs in the first quarter of 2025 and a benefit from certain expense refunds in the first quarter of 2024.

Property operating expenses from existing properties increased due to higher digital advertising, snow removal and employee health insurance related costs.

These increases were partially offset by lower property insurance expenses.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses increased approximately $81,000 from $56.5 million to $56.6 million in the 2025 period compared to the 2024 period.

IMPAIRMENT CHARGES

In April 2025, we sold the Howell, Michigan outlet center 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.

General and administrative expenses increased approximately $1.1 million from $19.0 million to $20.1 million in the 2026 period compared to the 2025 period.

The increase is primarily related to higher employee compensation costs, higher healthcare costs, and other professional fees.

DEPRECIATION AND AMORTIZATION

Depreciation and amortization costs increased approximately $7.4 million from $103.4 million to $110.9 million in the 2025 period compared to the 2024 period.

Depreciation and amortization costs increased approximately $3.2 million in the 2026 period compared to the 2025 period.

2026 2025 Increase/(Decrease)

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INTEREST EXPENSE

Interest expense increased approximately $3.1 million to $48.6 million in the 2025 period from $45.5 million in the 2024 period.

We had outstanding balances averaging approximately $86.5 million on our unsecured lines of credit during the 2025 period compared to $28.9 million for the 2024 period.

In addition, $325.0 million of Daily SOFR interest rate swaps became effective on February 1, 2024 at an average fixed pay rate of 3.90%.

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

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

Interest expense increased approximately $3.4 million to $19.2 million in the 2026 period compared to $15.8 million in the 2025 period.

In January 2026, we issued $250.0 million aggregate principal amount of the Exchangeable Notes and also refinanced our unsecured term loans which increased our total outstanding balance from $325.0 million to $400.0 million.

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

OTHER INCOME (EXPENSE)

Other income (expense) decreased approximately $680,000 from $755,000 to $75,000 in the 2025 period compared to the 2024 period.

The 2025 period included higher corporate tax related expenses.

Other income (expense) increased approximately $1.7 million to $1.9 million in the 2026 period compared to $217,000 in the 2025 period.

The financing transactions in January 2026 resulted in cash on hand that was invested and led to a $1.7 million increase in interest income in the 2026 period compared to the 2025 period.

EQUITY IN EARNINGS OF UNCONSOLIDATED JOINT VENTURES

Equity in earnings of unconsolidated joint ventures increased approximately $1.9 million from $7.8 million to $9.7 million in the 2025 period compared to the 2024 period.

Equity in earnings of unconsolidated joint ventures increased approximately $1.0 million to $3.4 million in the 2026 period compared to $2.4 million in the 2025 period.

LIQUIDITY AND CAPITAL RESOURCES OF THE COMPANY

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The Company receives proceeds from equity issuances from time to time, but is required by the Operating Partnership’s partnership agreement to contribute the proceeds from its equity issuances to the Operating Partnership in exchange for partnership units of the Operating Partnership.

We are a well-known seasoned issuer (as defined in the Securities Act) with a shelf registration that expires in December 2026 that allows the Company to register unspecified, various classes of equity securities and the Operating Partnership to register unspecified, various classes of debt securities.

We are a well-known seasoned issuer (as defined in the Securities Act) with a shelf registration that expires in February 2029 that allows the Company to register unspecified, various classes of equity securities and the Operating Partnership to register unspecified, various classes of debt securities.

We expect to file a new joint shelf registration statement on Form S-3 prior to the expiration of the current registration statement.

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However, the Company’s only material asset is its investment in the Operating Partnership.

The Company believes the Operating Partnership's sources of working capital, specifically its cash flow from operations, cash on hand and, if necessary from time to time, borrowings available under its unsecured credit facilities, are adequate for it to make its distribution payments to the Company and, in turn, for the Company to make its dividend payments to its shareholders and to finance its continued operations, investment and growth strategy and additional expenses we expect to incur for at least the next twelve months.

facilities, are adequate for it to make its distribution payments to the Company and, in turn, for the Company to make its dividend payments to its shareholders and to finance its continued operations, investment and growth strategy and additional expenses we expect to incur for at least the next twelve months.

However, there can be no assurance that the Operating Partnership's sources of capital will continue to be available at all or in amounts sufficient to meet its needs, including its ability to make distribution payments to the Company.

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For the Company to maintain its qualification as a REIT, it must pay dividends to its shareholders aggregating annually at least 90% of its taxable income.

While historically the Company has satisfied this distribution requirement by making cash distributions to its shareholders, it may choose to satisfy this requirement by making distributions of cash or other property, including, in limited circumstances, the Company's own shares.

As a result of this distribution requirement, the Operating Partnership cannot rely on retained earnings to fund its on-going operations to the same extent that other companies whose parent companies are not real estate investment trusts can.

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

This includes the Company’s guarantees of the Operating Partnership’s unsecured credit facilities, term loans (including the new 2030 Term Loan and 2033 Term Loan) and the Exchangeable Notes described under “Liquidity and Capital Resources of the Operating Partnership—Financing Arrangements.”

ATM Offering Program

Under our ATM Offering program, we may offer and sell our common shares, having an aggregate gross sales price of up to $400.0 million.

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.

As of September 30, 2025, we had approximately $400.00 million remaining available for sale under our 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 Legends Outlets in Kansas City, Kansas.

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

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

Share Repurchase Program

In May 2025, the Board authorized the repurchase of up to $200.0 million of the Company’s outstanding shares, replacing the previously authorized share repurchase program to repurchase up to $100.0 million of the Company's outstanding common shares that expired May 31, 2025.

In May 2025, the Board authorized the repurchase of up to $200.0 million of the Company’s outstanding common shares, replacing the previously authorized share repurchase program to repurchase up to $100.0 million of the Company's outstanding common shares that expired May 31, 2025.

Repurchases may be made from time to time through open market, privately-negotiated, structured or derivative transactions (including accelerated share repurchase transactions), or other methods of acquiring common shares.

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

The Company intends to structure open market purchases to occur within 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 common shares under this authorization.

The Company did not repurchase any shares for the three and nine months ended September 30, 2025 or 2024.

The remaining amount of common shares authorized to be repurchased under the program as of September 30, 2025 was approximately $200 million.

The Company repurchased 589,622 common shares 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 program as of March 31, 2026 was approximately $180.0 million.

In January 2026, the Board declared a $0.2925 cash dividend per common share payable on February 13, 2026 to each shareholder of record on January 30, 2026, and 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 2025, the Board declared a $0.2925 cash dividend per common share payable on May 15, 2025 to each shareholder of record on April 30, 2025, and in its capacity as General Partner of the Operating Partnership, authorized a $0.2925 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.

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

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

In 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.

LIQUIDITY AND CAPITAL RESOURCES OF THE OPERATING PARTNERSHIP

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Capital Expenditures

The following table details our capital expenditures for consolidated centers for the nine months ended September 30, 2025 and 2024 (in thousands):

Nine months ended September 30,

The following table details our capital expenditures for consolidated centers for the three months ended March 31, 2026 and 2025 (in thousands):

Three months ended March 31,

2026 2025 Change

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$ 5,271 $ 1,942 $ 3,329

Renovations (2)

2,118 314 1,804

Second generation tenant allowances (2)

Second generation tenant allowances, lease incentives and lease commissions

3,523 3,439 84

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1,710 2,733 (1,023)

Additions to rental property-accrual basis

Additions to rental property and leasing-related incentives-accrual basis

12,622 8,428 4,194

Conversion from accrual to cash basis 8,664 1,872 6,792

Additions to rental property-cash basis $ 48,814 $ 73,430 $ (24,616)

(1) The decrease is primarily due to timing of new investments in the current year as compared to the prior year.

(2) The decrease is due to timing of payment of second generation tenant allowances as compared to the prior year.

Additions to rental property and leasing-related incentives-cash basis

$ 21,286 $ 10,300 $ 10,986

(1) The increase is primarily related to increased outparcel developments.

(2) The increase is related to larger scale renovations at two of our assets.

(3) The decrease is primarily related to lower spend on capital improvements.

Potential Future Developments and Acquisitions

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Any prospective acquisition or disposition that is being evaluated or which is subject to a letter of intent may not be consummated.

As of the date of this filing, we are not in the pre-development period for any other new developments.

As of the date of this filing, we are not in the pre-development period for any new developments.

We may use joint venture arrangements to develop potential sites.

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From time to time, we form joint venture arrangements to develop centers.

As of September 30, 2025, we have partial ownership interests in six unconsolidated centers totaling approximately 2.1 million square feet, including two centers in Canada.

As of March 31, 2026, we have partial ownership interests in six unconsolidated centers totaling approximately 2.1 million square feet, including two centers in Canada.

See Note 3 to the consolidated financial statements for details of our individual joint ventures, including, but not limited to, carrying values of our investments, fees we receive for services provided to the joint ventures, recent development and financing transactions and condensed combined summary financial information.

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Contractual Obligations

There were no material changes in our contractual commitments during the nine months ended September 30, 2025 from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, other than the following updates to our contractual obligations for future debt and interest payments over the next five years and thereafter as of September 30, 2025.

There were no material changes in our contractual commitments during the three months ended March 31, 2026 from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, other than the following updates to our contractual obligations for future debt and interest payments over the next five years and thereafter as of March 31, 2026.

Future Debt Obligations

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) A portion of the net proceeds from the Exchangeable Notes Offering, together with a portion of the proceeds of the Operating Partnership’s term loans, are expected to be used to repay in full the Operating Partnership’s outstanding $350 million aggregate principal amount of 3.125% senior notes due 2026 at maturity on September 1, 2026.

(2) 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 matures in 2028.

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

The Company guarantees the Operating Partnership’s unsecured credit facilities, term loans (including the amended 2030 Term Loan and the new 2033 Term Loan) and the Exchangeable Notes.

Future Interest Payments

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

Based on applicable interest rates and scheduled debt maturities as of September 30, 2025, these interest obligations total approximately $63.3 million over the next twelve months.

The following table sets forth our changes in cash flows from September 30, 2025 and 2024 (in thousands):

Nine months ended September 30,

Based on applicable interest rates and scheduled debt maturities as of March 31, 2026, these interest obligations total approximately $73.6 million over the next twelve months.

The following table sets forth our changes in cash flows from March 31, 2026 and 2025 (in thousands):

Three months ended March 31,

2026 2025 Change

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Net cash used in investing activities (41,279) (175,697) 134,418

Net cash provided by (used in) financing activities

Net cash provided by financing activities

194,693 97,615 97,078

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Operating Activities

Net cash provided by operating activities increased period over period primarily due to an increase in rental revenues at existing centers, changes in working capital and our acquisition of Little Rock, AR and Cleveland, OH that were acquired in late 2024 and early 2025, respectively.

Net cash provided by operating activities decreased period over period primarily due to changes in working capital.

Investing Activities

The increase in net cash used in investing activities was primarily due to the acquisition of our center in Cleveland, OH in the first quarter of 2025 and the acquisition of our center in Kansas City, KS in the third quarter of 2025.

The decrease in net cash used in investing activities was primarily due to the acquisition of our center in Cleveland, OH in the first quarter of 2025, partially offset by additions to short-term investments and capital additions in the first quarter of 2026.

Financing Activities

Net cash provided by financing activities increased period over period primarily due to higher proceeds from common share issuances under our ATM program, related to the settlement of our forward equity, and higher net borrowings on our unsecured lines of credit.

Net cash provided by financing activities increased period over period primarily due to higher borrowings related to our newly issued the Exchangeable Notes, partially offset by our share repurchase during the quarter.

Financing Arrangements

As of September 30, 2025, unsecured borrowings represented 89% of our outstanding debt and 93% of the gross book value of our real estate portfolio was unencumbered.

The Company guarantees the Operating Partnership’s obligations under our unsecured lines of credit and our term loan.

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

The unsecured lines of credit as of September 30, 2025 included a $20.0 million liquidity line and a $600.0 million syndicated line, less our balance of $60.0 million.

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

As of March 31, 2026, unsecured borrowings represented 90% of our outstanding debt and 93% of the gross book value of our real estate portfolio was unencumbered.

The Company guarantees the Operating Partnership’s obligations under our unsecured lines of credit, our term loans and the Exchangeable Notes.

In January 2026, we entered into an unsecured term loan financing to further enhance our liquidity and extend our debt maturity profile.

On January 6, 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.

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

As of March 31, 2026, we maintained unsecured lines of credit that provided for borrowings of up to $620.0 million, consisting of a $20.0 million liquidity line and a $600.0 million syndicated line.

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

We intend to retain the ability to raise additional capital, including public debt or equity, to pursue attractive investment opportunities that may arise and to otherwise act in a manner that we believe to be in the best interests of our shareholders and unitholders.

The Company and Operating Partnership are well-known seasoned issuers with a joint shelf registration statement on Form S-3, expiring in December 2026, that allows us to offer and sell unspecified amounts of different classes of securities.

The Company and Operating Partnership are well-known seasoned issuers with a joint shelf registration statement on Form S-3, expiring in February 2029 that allows us to offer and sell unspecified amounts of different classes of securities.

To generate capital to reinvest into other attractive investment opportunities, we may also consider the use of additional operational and developmental joint ventures, property management opportunities, the sale or lease of outparcels on our existing properties and the sale of certain properties that do not meet our long-term investment criteria.

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however, due to the economic uncertainty caused by the current macroeconomic environment, including but not limited to international trade relations and trade policy, including those related to tariffs, rising interest rates and inflation, and the inherent uncertainty and unpredictability of the capital and credit markets, we can give no assurance that affordable access to capital will exist between now and when our next significant debt matures, which is our $350.0 million senior notes due September 2026.

Exchangeable Notes Offering

In January 2026, the Operating Partnership issued $250.0 million aggregate principal amount of the Exchangeable Notes in a private placement (the “Exchangeable Notes Offering”).

The Exchangeable Notes are guaranteed, on a senior, unsecured basis, by the Company.

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

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

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

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

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

See Note 5 to our accompanying consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

The Operating Partnership and/or the Company (i) used approximately $9 million of the net proceeds from the Exchangeable Notes to pay the cost of the Capped Call Transactions (as defined below), (ii) used approximately $20 million of the net proceeds from the Exchangeable Notes Offering to repurchase approximately 590,000 common shares concurrently with the pricing of the Exchangeable Notes Offering 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 NYSE on January 7, 2026 ($33.92), (iii) intend to use a portion of the net proceeds from the Exchangeable Offering, together with a portion of the proceeds of the Operating Partnership’s term loans, to repay all of the outstanding debt under the Operating Partnership’s unsecured lines of credit and to repay in full of the Operating Partnership’s outstanding $350 million aggregate principal amount of 3.125% senior notes due 2026 at maturity on September 1, 2026, and (iv) intend to use the remaining net proceeds from the Offering for general corporate purposes, including the redemption or repayment of indebtedness.

Capped Call Transactions

In January 2026, in connection with the issuance of the Exchangeable Notes, the Company entered into privately negotiated Capped Call Transactions with certain financial institutions for a total cost of $9.0 million.

The Capped Call Transactions are intended to reduce potential dilution to our common shareholders and offset amounts payable by the Operating Partnership upon exchange of the Exchangeable Notes.

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

Forward Starting Interest Rate Derivatives

In the first quarter of 2026, we entered into $145.0 million of interest rate swap agreements on unsecured debt bringing the total amount of derivative contracts entered into during 2025 and 2026 to $325.0 million with effective dates throughout 2026 and 2027.

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

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%.

Equity Offerings under the ATM Offering Program

As of September 30, 2025, we have a remaining authorization of $400.0 million of common shares under the ATM Offering program.

Aside from the settlement of our Forward Sale Agreements, there were no sales of our common shares in the first three quarters of 2025.

During the third quarter of 2024, we sold 818,943 shares under the ATM Offering Program at an average share price of $30.53 for total net proceeds of $24.7 million.

As of March 31, 2026, we have a remaining authorization of $400.0 million of common shares under the ATM Offering program.

We did not sell any common shares during the first quarter of 2026 and 2025.

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

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

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.

During the nine months ended September 30, 2025, we settled all of these shares for total proceeds of $69.3 million.

In the fourth quarter of 2024, we sold 2.6 million shares at an average price of $35.57 for total gross proceeds of $90.9 million.

Acquisition-Related Mortgage Assumption

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 that matures in November 2027.

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

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 related to 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).

Forward Starting Interest Rate Derivatives

In the second quarter 2025, we entered into forward starting interest rate swap agreements totaling $75.0 million that become effective February 1, 2026 and expire on April 1, 2028.

The average fixed pay rate of these swaps is 3.3%.

Also in the second quarter 2025, we entered into forward starting interest rate swap agreements totaling $40.0 million that become effective August 1, 2026 and expire on October 1, 2027.

The average fixed pay rate of these swaps is 3.1%.

In the third quarter of 2025, we entered into forward starting interest rate swap agreements totaling $35.0 million that become effective August 1, 2026 and have an average fixed pay rate of 3.1%.

$10 million of these forward starting swaps expire on October 1, 2027 and the remaining $25 million expire on April 1, 2028.

Consolidated Real Estate Joint Ventures

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 Adjusted SOFR + 2.0%.

In conjunction with this amendment, the joint venture entered into a $61.7 million interest rate swap that fixes Daily SOFR at 3.5% until April 2029.

Unconsolidated Real Estate Joint Ventures

In June 2025, the Galveston/Houston joint venture refinanced its mortgage loan to extend the maturity to June 2030, which included an increase in principal balance from $58 million to $60 million.

The refinancing also reduced the interest rate from 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.

Debt Covenants

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

We have historically been, and at September 30, 2025 are, in compliance with all of our debt covenants.

We have historically been, and at March 31, 2026, are, in compliance with all of our debt covenants.

Our continued compliance with these covenants depends on many factors and could be impacted by current or future economic conditions.

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

As of September 30, 2025, we were in compliance with all financial and non-financial covenants related to our debt obligations.

Senior unsecured notes financial covenants Required Actual

As of March 31, 2026, we were in compliance with all financial and non-financial covenants related to our debt obligations.

Senior, unsecured notes financial covenants

Required Actual

Total Consolidated Debt to Adjusted Total Assets < 60% 41 %

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Debt of unconsolidated joint ventures

The following table details information regarding the outstanding debt of the unconsolidated joint ventures and guarantees of such debt provided by us as of September 30, 2025 (dollars in millions):

The following table details information regarding the outstanding debt of the unconsolidated joint ventures as of March 31, 2026 (dollars in millions).

We do not guarantee any debt of our unconsolidated joint ventures.

Joint Venture Ownership %

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Our Annual Report on Form 10-K for the year ended December 31, 2025 contains a discussion of our critical accounting estimates in the Management's Discussion and Analysis of Financial Condition and Results of Operations section.

There have been no material changes to these estimates during the nine months ended September 30, 2025.

There have been no material changes to these estimates during the three months ended March 31, 2026.

Recent Accounting Pronouncements

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Three months ended

Nine months ended

September 30, September 30,

2025 2024 2025 2024

Net income $ 29,417 $ 19,999

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$ 70,404 $ 62,730

As further adjusted for:

Executive departure-related adjustments (2)

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

Core FFO available to common shareholders (1)

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120,124 118,629

(1) Assumes the Class A common limited partnership units of the Operating Partnership held by the noncontrolling interests are exchanged for common shares of the Company.

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

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

(1) Assumes the Class A and Class C common limited partnership units of the Operating Partnership held by the noncontrolling interests are exchanged for common shares of the Company.

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

Portfolio Net Operating Income and Same Center Net Operating Income

We present portfolio net operating income (“Portfolio NOI”) and same center net operating income (“Same Center NOI”) as supplemental measures of our operating performance.

Portfolio NOI represents our property level net operating income which is defined as total operating revenues less property operating expenses and excludes termination fees and non-cash adjustments including straight-line rent, net above and below market rent amortization, impairment charges, loss on early extinguishment of debt and gains or losses on the sale of assets recognized during the periods presented.

Portfolio NOI represents our property level net operating income which is defined as total operating revenues less property operating expenses and excludes termination fees and non-cash adjustments including straight-line rent, net above and below market rent amortization, straight-line rent expense on land leases, lease incentives, impairment charges, loss on early extinguishment of debt and gains or losses on the sale of assets recognized during the periods presented.

We define Same Center NOI as Portfolio NOI for the properties that were operational for the entire portion of both comparable reporting periods and which were not acquired, or subject to a material expansion or non-recurring event, such as a natural disaster, during the comparable reporting periods.

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Three months ended

Nine months ended

September 30, September 30,

2025 2024 2025 2024

Net income $ 29,417 $ 19,999

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Other non-property income

(323) (199) (831) (1,000)

Corporate general and administrative expenses 20,150 19,016

Non-cash adjustments (1)

(1,705) (214) (2,284) 28

Lease termination fees (2,121) (450)

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$ 92,756 $ 90,531

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

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

(1) Non-cash items include straight-line rent, above and below market rent amortization, straight-line rent expense on land leases, and lease incentives.

(2) Centers excluded from Same Center NOI:

Center Date Event

Little Rock, AR

December 2024 Acquired

Cleveland, OH

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

Three months ended Nine months ended

September 30, September 30,

2025 2024 2025 2024

Three months ended

Net income $ 29,417 $ 19,999

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Impairment charge - consolidated — 4,249

Compensation-related adjustments (1)

Adjusted EBITDA $ 87,069 $ 76,984

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

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

Three months ended Nine months ended

September 30, September 30,

2025 2024 2025 2024

Three months ended

Net income $ 29,417 $ 19,999

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Pro-rata share of depreciation and amortization - unconsolidated joint ventures 2,345 2,860

EBITDAre $ 91,299 $ 81,855 $ 262,410 $ 237,410

Compensation-related adjustments (1)

Adjusted EBITDAre $ 91,355 $ 81,978

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

ECONOMIC CONDITIONS AND OUTLOOK

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During 2026, approximately 2.8 million square feet, or 20% of the total portfolio, including our share of unconsolidated joint ventures, will come up for renewal.

For the total portfolio, including the Company’s pro rata share of unconsolidated joint ventures, as of September 30, 2025, we had lease renewals executed or in process for 72.7% of the space scheduled to expire during 2025 compared to 72.5% of the space scheduled to expire during 2024 that was executed or in process as of September 30, 2024.

For the total portfolio, including the Company’s pro rata share of unconsolidated joint ventures, as of April 30, 2026, we had lease renewals executed or in process for 67.0% of the space scheduled to expire during 2026 compared to 56.7% of the space scheduled to expire during 2025 that was executed or in process as of April 30, 2025.

The majority of our leases contain provisions designed to mitigate the impact of inflation.

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Our centers typically include well-known, national, brand name companies.

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

As of September 30, 2025, no one tenant (including affiliates) accounted for more than 7% of our aggregate square feet or 5.1% of our aggregate rental revenues.

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

As of March 31, 2026, no one tenant (including affiliates) accounted for more than 7% of our aggregate square feet or 5.2% of our aggregate rental revenues.

Additionally, no individual brand represents more than 3% of total annualized base rent.

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

Occupancy for our total portfolio, including our share of unconsolidated joint ventures, was 97.4% and 97.4% as of September 30, 2025 and 2024, respectively.

Occupancy for our total portfolio, including our share of unconsolidated joint ventures, was 96.9% and 95.8% as of March 31, 2026 and 2025, respectively.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis