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Item 2. Management’s Discussion and Analysis

2026-08-06 compared with 2026-05-04 · 189 added, 84 removed, 575 unchanged (32% 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 months ended March 31, 2026 with the three months ended March 31, 2025.

The discussion of our results of operations reported in the unaudited, condensed consolidated statements of operations compares the three and six months ended June 30, 2026 with the three and six months ended June 30, 2025.

The results of operations discussion is combined for Tanger Inc.

and Tanger Properties Limited Partnership because the results are virtually the same for both entities.

The following discussion should be read in conjunction with the unaudited consolidated financial statements appearing elsewhere in this report.

Historical results and percentage relationships set forth in the unaudited, consolidated statements of operations, including trends which might appear, are not necessarily indicative of future operations.

The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements appearing elsewhere in this report.

Historical results and percentage relationships set forth in the unaudited, condensed consolidated statements of operations, including trends which might appear, are not necessarily indicative of future operations.

Unless the context indicates otherwise, the term “Company” refers to Tanger Inc.

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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 for the year ended December 31, 2025 and in this Quarterly Report on Form 10-Q.

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

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

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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.

The following discussion should be read in conjunction with the consolidated financial statements appearing elsewhere in this report.

Historical results and percentage relationships set forth in the consolidated statements of operations, including trends which might appear, are not necessarily indicative of future operations.

The following discussion should be read in conjunction with the condensed consolidated financial statements appearing elsewhere in this report.

Historical results and percentage relationships set forth in the condensed consolidated statements of operations, including trends which might appear, are not necessarily indicative of future operations.

This Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to provide a reader of our financial statements with a narrative from the perspective of our management regarding our financial condition and results of operations, liquidity and certain other factors that may affect our future results.

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General Overview

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.

As of June 30, 2026, we owned and operated 31 consolidated outlet centers and four open-air lifestyle centers, with a total gross leasable area of approximately 14.3 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, 2025 to March 31, 2026 (square feet in thousands):

Consolidated Centers Unconsolidated Joint Venture Centers Managed Centers

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

Toledo, OH Second Quarter 301 1 — — — —

Other (16) — — — — —

As of March 31, 2026

As of June 30, 2026

14,294 35 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 March 31, 2026.

The following table summarizes certain information for our existing consolidated centers in which we have an ownership interest as of June 30, 2026.

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

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Pinecrest, a Tanger Property Cleveland, OH 100 639,016 97.5

Tanger Outlets Foley Foley, AL 100 551,676 93.6

Tanger Outlets Rehoboth Beach Rehoboth Beach, DE (2)

100 547,937 99.6

Tanger Outlets Foley Foley, AL 100 532,416 95.7

Tanger Outlets Savannah Savannah, GA 100 488,698 98.7

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Tanger Outlets Charleston Charleston, SC 100 386,328 100.0

Tanger Outlets Asheville Asheville, NC 100 376,432 99.2

Tanger Outlets Lancaster Lancaster, PA 100 377,417 99.3

Tanger Outlets Asheville Asheville, NC 100 376,432 96.0

Tanger Outlets Pittsburgh Pittsburgh, PA 100 373,863 98.5

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Tanger Outlets Gonzales Gonzales, LA 100 322,063 91.0

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

Tanger Outlets Mebane Mebane, NC 100 319,762 99.0

Tanger Outlets Atlanta Locust Grove, GA 100 315,582 100.0

Tanger Outlets Foxwoods Mashantucket, CT (2)

100 311,229 93.2

Levis Commons Town Center, a Tanger Property Toledo, OH 100 301,187 97.5

Tanger Outlets Nashville Nashville, TN 100 290,667 100.0

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(3) Property encumbered by mortgage.

See Notes 4 and 5 to the consolidated financial statements for further details of our debt obligations.

See Notes 5 and 6 to the condensed consolidated financial statements for further details of our debt obligations.

(4) Based on the capital contribution and distribution provisions in the joint venture agreement, we expect our economic interest in this venture’s cash flow to exceed our legal ownership percentage.

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(2) Property encumbered by a mortgage.

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

See Note 4 to the condensed consolidated financial statements for further details of the joint venture’s debt obligations.

Managed Property Location Square

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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 March 31, 2026 and 2025:

Comparable Space for Executed Leases (1) (2)

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RESULTS OF OPERATIONS

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

Comparison of the three months ended June 30, 2026 to the three months ended June 30, 2025

Net income increased approximately $3.3 million in the 2026 period to $34.6 million as compared to net income of $31.3 million for the 2025 period.

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• 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, 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 rental revenues, operating expenses, and depreciation and amortization resulting from the acquisitions of our centers in Kansas City, KS during the third quarter of 2025 and Toledo, OH during the second quarter of 2026;

• higher interest expense due to the assumption of a $115.0 million interest-only 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;

• 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.

In the tables below, information set forth for acquired properties includes our centers in Kansas City, KS, and Toledo, OH that were acquired in September 2025, and May 2026, 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.

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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.

Amortization of above and below market rent adjustments increased from the acceleration of $2.2 million of below market lease values related to an acquired Saks Off 5th lease at our Phoenix center.

MANAGEMENT, LEASING AND OTHER SERVICE REVENUES

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

Management, leasing and other service revenues increased approximately $33,000 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):

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$ 2,271 $ 2,238 $ 33

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

Other revenues increased approximately $1.0 million in the 2026 period as compared to the 2025 period.

Other revenues increased approximately $822,000 in the 2026 period as compared to the 2025 period.

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

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$ 45,473 $ 40,373 $ 5,100

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

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

These increases were partially offset by lower property insurance expenses.

Additionally, as part of the Saks Off 5th bankruptcy and our acquisition of certain of their leases, we recorded $1.3 million of lease termination expense.

GENERAL AND ADMINISTRATIVE EXPENSES

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$ 41,975 $ 36,608 $ 5,367

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.

The increase in depreciation and amortization from existing properties was primarily due to renovation activity at certain centers.

INTEREST EXPENSE

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EQUITY IN EARNINGS OF UNCONSOLIDATED JOINT VENTURES

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.

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 several joint ventures.

Equity in earnings of unconsolidated joint ventures increased approximately $815,000 to $3.8 million in the 2026 period compared to $3.0 million in the 2025 period.

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

Comparison of the six months ended June 30, 2026 to the six months ended June 30, 2025

Net income increased approximately $12.7 million in the 2026 period to $64.0 million as compared to net income of $51.3 million for the 2025 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;

• higher rental revenues, operating expenses, and depreciation and amortization resulting from the acquisitions of our centers in Cleveland, OH;

Kansas City, KS and Toledo, OH during the first quarter of 2025, the third quarter of 2025 and the second quarter of 2026, respectively;

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

• higher depreciation expense from recent redevelopments at certain centers;

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

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

In the tables below, information set forth for acquired properties includes our centers in Cleveland, OH, Kansas City, KS, and Toledo, OH that were acquired in February 2025, September 2025, and May 2026, respectively.

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

RENTAL REVENUES

Rental revenues increased approximately $29.1 million in the 2026 period compared to the 2025 period.

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

2026 2025 Increase/(Decrease)

Rental revenues from existing properties $ 256,154 $ 250,030 $ 6,124

Revenues from acquired properties and property disposed 24,832 11,227 13,605

Straight-line rent adjustments 4,578 294 4,284

Lease termination fees 2,714 721 1,993

Amortization of above and below market rent adjustments, net 3,534 448 3,086

$ 291,812 $ 262,720 $ 29,092

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 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 negotiations with tenants that were terminated prior to the contractual end of their leases.

Amortization of above and below market rent adjustments increased from the acceleration of $2.2 million of below market lease values related to an acquired Saks Off 5th lease at our Phoenix center.

MANAGEMENT, LEASING AND OTHER SERVICE REVENUES

Management, leasing and other service revenues decreased approximately $170,000 in the 2026 period compared to the 2025 period.

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

2026 2025 Increase/(Decrease)

Management and marketing fees

$ 1,713 $ 1,754 $ (41)

Leasing and other fees 310 350 (40)

Expense reimbursements from unconsolidated joint ventures 2,452 2,541 (89)

$ 4,475 $ 4,645 $ (170)

Management and marketing fees decreased from lower management revenues.

We no longer manage one of the Palm Beach, FL locations that we previously managed in 2025.

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 2025 period and the 2026 period.

OTHER REVENUES

Other revenues increased approximately $1.8 million in the 2026 period as compared to the 2025 period.

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

2026 2025 Increase/(Decrease)

Other revenues from existing properties $ 10,002 $ 8,440 $ 1,562

Other revenues from acquired properties and property disposed 516 252 264

$ 10,518 $ 8,692 $ 1,826

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

Property operating expenses increased approximately $10.0 million in the 2026 period compared to the 2025 period.

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

2026 2025 Increase/(Decrease)

Property operating expenses from existing properties $ 76,862 $ 73,137 $ 3,725

Property operating expenses from acquired properties and property disposed 11,877 5,556 6,321

Expenses related to unconsolidated joint ventures 2,452 2,540 (88)

Other property operating expenses 1,015 960 55

$ 92,206 $ 82,193 $ 10,013

Property operating expenses from existing properties increased due to higher snow removal costs in the first quarter of 2026, higher healthcare costs and a benefit from certain expense refunds in the first quarter of 2025.

These increases were partially offset by lower property insurance expenses.

Additionally, as part of the Saks Off 5th bankruptcy and our acquisition of certain of their leases, we recorded $1.3 million of lease termination expense.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses increased approximately $2.6 million from $38.0 million to $40.6 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 $8.6 million from $73.8 million to $82.3 million in the 2026 period compared to the 2025 period.

2026 2025 Increase/(Decrease)

Depreciation and amortization from existing properties $ 71,008 $ 69,733 $ 1,275

Depreciation and amortization from acquired properties and property disposed 11,319 4,021 7,298

$ 82,327 $ 73,754 $ 8,573

The increase in depreciation and amortization from existing properties was primarily due to redevelopment activity at certain centers.

INTEREST EXPENSE

Interest expense increased approximately $6.4 million to $38.6 million in the 2026 period compared to $32.2 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) increased approximately $3.4 million from $191,000 to $3.6 million in the 2026 period compared to the 2025 period.

The financing transactions in January 2026 resulted in cash on hand that was invested and led to a $3.2 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 $5.4 million to $7.3 million in the 2026 period compared to the 2025 period.

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

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 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 are a well-known seasoned issuer (as defined in the Securities Act) with a shelf registration that expires in February 2029 and 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.

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.

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.

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.

The unavailability of capital could adversely affect the Operating Partnership's ability to pay its distributions to the Company, which will in turn adversely affect the Company's ability to pay cash dividends to its shareholders.

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

Risks are detailed in “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2025.

We operate in a manner intended to enable us to qualify as a REIT under the Internal Revenue Code of 1986, as amended.

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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.”

This includes the Company’s guarantees of the Operating Partnership’s unsecured credit facilities, term loans and the Exchangeable Notes described under “Liquidity and Capital Resources of the Operating Partnership—Financing Arrangements.”

ATM Offering Program

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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.

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 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 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.

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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.

As of June 30, 2026, we had approximately $375.7 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 six months of 2025 or first three months of 2026.

See “Forward Sale Agreements” below regarding certain common shares sold under our ATM Offering program pursuant to forward sale agreements that had not settled as of June 30, 2026.

Forward Sale Agreements

In June 2026, we sold an aggregate of 600,000 common shares under the ATM Offering program which were subject to forward sale agreements, for an estimated gross value of $24.3 million based on the initial forward sale price of $40.50 per common share.

Shares can be settled at any time during the next 15 months from the date of entry into the applicable forward sale agreement, unless otherwise extended.

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

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

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

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

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

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 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.

The Company repurchased 589,622 common shares during the six months ended June 30, 2026.

The Company did not repurchase any common shares during the three months ended June 30, 2026 or the three and six months ended June 30, 2025.

The remaining amount of common shares authorized to be repurchased under the program as of June 30, 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 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 July 2026, the Board declared a $0.3125 quarterly cash dividend per common share payable on August 14, 2026 to each shareholder of record on July 31, 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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We manage our capital structure to reflect a long-term investment approach and utilize multiple sources of capital to meet our requirements, including without limitation, cash on hand, retained cash flow from operations and debt and equity issuances.

Our ability to access capital on favorable terms could be affected by various risks and uncertainties, including, but not limited to, macroeconomic conditions, including rising interest rates and inflation, international trade relations and trade policy, including those related to tariffs, geopolitical conflict and other risks detailed in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2025 and this Quarterly Report.

Capital Expenditures

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,

The following table details our capital expenditures for consolidated centers for the six months ended June 30, 2026 and 2025 (in thousands):

Six months ended June 30,

2026 2025 Change

Capital expenditures analysis:

New developments, investments and expansions (1)

New developments, redevelopments, investments and expansions (1)

$ 14,395 $ 6,235 $ 8,160

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9,055 11,077 (2,022)

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

12,622 8,428 4,194

Additions to rental property-accrual basis 47,197 26,843 20,354

Conversion from accrual to cash basis (6,146) 752 (6,898)

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.

Additions to rental property-cash basis $ 41,051 $ 27,595 $ 13,456

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

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

(3) The increase is primarily due to timing and size of new store openings in the period compared to prior year.

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

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

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.

As of June 30, 2026, we have partial ownership interests in six unconsolidated centers totaling approximately 2.1 million square feet, including two centers in Canada.

See Note 4 to the condensed 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.

We may elect to fund cash needs of a joint venture through equity contributions (generally on a basis proportionate to our ownership interests), advances or partner loans, although such funding is not typically required contractually or otherwise.

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.

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 condensed consolidated balance sheets because we are committed and intend to provide further financial support to these joint ventures.

We believe our joint ventures will be able to fund their operating and capital needs for the next twelve months based on their sources of working capital, specifically cash flow from operations, access to contributions from partners, and ability to refinance debt obligations, including the ability to exercise upcoming extensions of near term maturities.

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Contractual Obligations

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.

There were no material changes in our contractual commitments during the six months ended June 30, 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 June 30, 2026.

Future Debt Obligations

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):

Maturities and principal amortization of the existing long-term debt as of June 30, 2026 for the next five years and thereafter are as follows (in thousands):

Calendar Year Amount

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(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.

(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 June 30, 2026 and which matures in 2028.

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

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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 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,

Based on applicable interest rates and scheduled debt maturities as of June 30, 2026, these interest obligations total approximately $74.3 million over the next twelve months.

The following table sets forth our changes in cash flows from June 30, 2026 and 2025 (in thousands):

Six months ended June 30,

2026 2025 Change

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Operating Activities

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

Net cash provided by operating activities increased period over period primarily due to changes in working capital and our acquisition of our center in Toledo, OH that was acquired in the second quarter of 2026.

Investing Activities

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.

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 and the acquisition of our center in Toledo, OH in the second quarter of 2026, partially offset by additions to short-term investments and capital additions in the first two quarters of 2026.

Financing Activities

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.

Net cash provided by financing activities increased period over period primarily due to higher borrowings related to the Exchangeable Notes issued in the first quarter of 2026, partially offset by our share repurchase during the first quarter of 2026 and paydowns of our line of credit and our Atlantic City mortgage during the second quarter of 2026.

Financing Arrangements

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.

As of June 30, 2026, unsecured borrowings represented 91% of our outstanding debt and 95% 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").

On January 6, 2026, we closed on $550.0 million of unsecured term loans, comprised of (1) 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 (2) 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.

In July 2026, we borrowed $50.0 million on our 2033 Term Loan bringing the loan balance to $200.0 million and the total Term Loan balance drawn to $450.0 million.

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.

In January 2026, the Operating Partnership entered into amendments to each of (1) the Revolving Credit Agreement with, Bank of America, N.A., as administrative agent, and the lenders party thereto, and (2) 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 June 30, 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.

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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.

See Note 6 to our accompanying condensed 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 (1) used approximately $9 million of the net proceeds from the Exchangeable Notes to pay the cost of the Capped Call Transactions (as defined below), (2) used approximately $20 million of the net proceeds from the Exchangeable Notes to repurchase approximately 590,000 common shares concurrently with the pricing of the Exchangeable Notes 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), (3) intend to use a portion of the net proceeds from the Exchangeable Notes, 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 (4) intend to use the remaining net proceeds from the Exchangeable Notes for general corporate purposes, including the redemption or repayment of indebtedness.

Capped Call Transactions

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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.

In the second quarter of 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 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.

As of June 30, 2026, we have a remaining authorization of $375.7 million of common shares under the ATM Offering program.

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

In June 2026, we sold 600,000 common shares under the ATM Offering program, which were subject to forward sale agreements, for an estimated gross value of $24.3 million based on the initial forward sale price of $40.50 per common share.

Shares can be settled at any time during the 15 months from the date of entry into the applicable forward sale agreement, unless otherwise extended.

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

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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 March 31, 2026, are, in compliance with all of our debt covenants.

We have historically been, and at June 30, 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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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, ongoing relationships with certain financial institutions, our ability to issue debt or 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.

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

As of June 30, 2026, we were in compliance with all financial and non-financial covenants related to our debt obligations.

Senior, unsecured notes financial covenants

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Debt of unconsolidated joint ventures

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

The following table details information regarding the outstanding debt of the unconsolidated joint ventures as of June 30, 2026 (dollars in millions).

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

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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 three months ended March 31, 2026.

There have been no material changes to these estimates during the six months ended June 30, 2026.

Recent Accounting Pronouncements

See Note 18 to the consolidated financial statements for information on recently adopted accounting standards and new accounting pronouncements issued.

See Note 19 to the condensed consolidated financial statements for information on recently adopted accounting standards and new accounting pronouncements issued.

NON-GAAP SUPPLEMENTAL MEASURES

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Three months ended

Six months ended

June 30, June 30,

2026 2025 2026 2025

Net income $ 34,599 $ 31,330 $ 64,016 $ 51,329

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Three months ended

Six months ended

June 30, June 30,

2026 2025 2026 2025

Net income $ 34,599 $ 31,330 $ 64,016 $ 51,329

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Other non-property income

(472) (468) (353) (508)

Corporate general and administrative expenses 20,514 18,992 40,665 38,008

Non-cash adjustments (1)

(5,232) (585) (7,950) (579)

Lease termination fees (2)

707 (271) (1,414) (721)

Portfolio NOI - Consolidated 105,945 98,997 204,972 192,079

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

(2) Lease termination fees includes termination rent income and termination rent expense.

(3) Centers excluded from Same Center NOI:

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Kansas City, KS September 2025 Acquired

May 2026 Acquired

April 2025 Sold

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

Three months ended

Three months ended Six months ended

June 30, June 30,

2026 2025 2026 2025

Net income $ 34,599 $ 31,330 $ 64,016 $ 51,329

6 unchanged sentences

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

Three months ended

Three months ended Six months ended

June 30, June 30,

2026 2025 2026 2025

Net income $ 34,599 $ 31,330 $ 64,016 $ 51,329

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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 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.

For the total portfolio, including the Company’s pro rata share of unconsolidated joint ventures, as of June 30, 2026, we had lease renewals executed or in process for 70% of the space scheduled to expire during 2026 compared to 65% of the space scheduled to expire during 2025 that was executed or in process as of June 30, 2025.

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

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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.

As of June 30, 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 96.9% and 95.8% as of March 31, 2026 and 2025, respectively.

Occupancy for our total portfolio, including our share of unconsolidated joint ventures, was 96.6% as of both June 30, 2026 and 2025.

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