# TANGER INC. (SKT)

Informational only - not investment advice.

CIK: 0000899715
SIC: 6798 Real Estate Investment Trusts
SIC breadcrumb: [Finance, Insurance, And Real Estate](/division/H/) > [Holding And Other Investment Offices](/major-group/67/) > [SIC 6798 Real Estate Investment Trusts](/industry/6798/)
Latest 10-K filed: 2026-02-26
SEC page: https://www.sec.gov/edgar/browse/?CIK=899715
Filing source: https://www.sec.gov/Archives/edgar/data/899715/000162828026012252/skt-20251231.htm

## Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
| --- | ---: | --- | ---: | --- |
| Revenue | 550896000 | USD | 2025 | 2026-02-26 |

## Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-26. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000899715.json. Derived margins are computed from the extracted annual SEC facts.

| Metric | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenue | 463,946,000 | 377,932,000 | 407,766,000 | 421,419,000 | 438,889,000 | 497,516,000 | 550,896,000 |
| Cash and cash equivalents |  |  |  |  | 12,778,000 | 46,992,000 | 18,133,000 |

## Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-04. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000899715.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

| Quarter | End date | Revenue | Net income | Diluted EPS | Method |
| --- | --- | ---: | ---: | ---: | --- |
| 2022-Q2 | 2022-06-30 |  | 19,905,000 | 0.19 | reported discrete quarter |
| 2022-Q3 | 2022-09-30 |  | 23,276,000 | 0.22 | reported discrete quarter |
| 2023-Q1 | 2023-03-31 |  | 23,541,000 | 0.22 | reported discrete quarter |
| 2023-Q2 | 2023-06-30 | 104,588,000 | 24,202,000 | 0.23 | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 110,835,000 | 27,624,000 | 0.26 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 119,884,000 |  |  | derived Q4 = FY annual - nine-month YTD |
| 2024-Q1 | 2024-03-31 | 117,809,000 | 22,413,000 | 0.20 | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 122,319,000 | 24,840,000 | 0.22 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 125,221,000 | 24,856,000 | 0.22 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 132,167,000 |  |  | derived Q4 = FY annual - nine-month YTD |
| 2025-Q1 | 2025-03-31 | 129,285,000 | 19,201,000 | 0.17 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 133,435,000 | 30,086,000 | 0.26 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 137,225,000 | 32,027,000 | 0.28 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 150,951,000 |  |  | derived Q4 = FY annual - nine-month YTD |
| 2026-Q1 | 2026-03-31 | 143,538,000 | 28,261,000 | 0.24 | reported discrete quarter |

## Macro Cross-References
- [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- [UNRATE](/indicator/UNRATE/): Unemployment Rate
- [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate
- [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private
- [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit
- [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit
- [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food
- [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy
- [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter
- [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index
- [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities
- [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate
- [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm
- [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate
- [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio
- [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed
- [CE16OV](/indicator/CE16OV/): Employment Level
- [ICSA](/indicator/ICSA/): Initial Claims
- [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm
- [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm
- [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product
- [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period
- [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index
- [TCU](/indicator/TCU/): Capacity Utilization: Total Index
- [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units
- [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade
- [PCE](/indicator/PCE/): Personal Consumption Expenditures
- [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income
- [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate
- [M2SL](/indicator/M2SL/): M2
- [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance
- [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States
- [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States
- [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States
- [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States
- [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States
- [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized
- [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized
- [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks
- [GDP](/indicator/GDP/): Gross Domestic Product
- [GPDI](/indicator/GPDI/): Gross Private Domestic Investment
- [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment
- [PCEC](/indicator/PCEC/): Personal Consumption Expenditures
- [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services
- [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt
- [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit
- [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts
- [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures
- [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing
- [USCONS](/indicator/USCONS/): All Employees, Construction
- [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade
- [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities
- [USGOVT](/indicator/USGOVT/): All Employees, Government
- [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private
- [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods
- [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- [BUSINV](/indicator/BUSINV/): Total Business Inventories
- [EXPGS](/indicator/EXPGS/): Exports of Goods and Services
- [IMPGS](/indicator/IMPGS/): Imports of Goods and Services
- [IR](/indicator/IR/): Import Price Index (End Use): All Commodities
- [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand

## Latest quarter (10-Q)

Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/899715/000162828026029536/skt-20260331.htm

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization.
Confidence: high
Filing date: 2026-05-04
Report date: 2026-03-31

Item 2. 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 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. Unless the context indicates otherwise, the term “Company” refers to Tanger Inc. and subsidiaries and the term “Operating Partnership” refers to Tanger Properties Limited Partnership and subsidiaries. The terms “we,” “our” and “us” refer to the Company or the Company and the Operating Partnership together, as the text requires.

Cautionary Statements

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. Forward-looking statements are generally identifiable by use of the words “anticipate,” “believe,” “can,” “continue,” “could,” “designed,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” and similar expressions that do not report historical matters. Such statements are based on assumptions and expectations that may not be realized and are inherently subject to risks, uncertainties and other factors, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Although we believe the expectations reflected in these forward-looking statements are based on reasonable assumptions, future events and actual results, performance, transactions or achievements, financial and otherwise, may differ materially from the results, performance, transactions or achievements expressed or implied by the forward-looking statements. As a result, you should not rely on or construe any forward-looking statements in this Quarterly Report as predictions of future events or as guarantees of future performance. 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 cautionary statement.

40

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 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: risks associated with general economic and financial conditions, including inflationary pressures and recessionary fears, newly-imposed and potentially additional U.S. tariffs and responsive non-U.S. tariffs, increased capital costs and capital markets volatility, increases in unemployment and reduced consumer confidence and spending; 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; our dependence on rental income from real property; the relative illiquidity of real property investments; failure of our acquisitions or dispositions of retail centers to achieve anticipated results; competition for the acquisition and development of retail centers, and our inability to complete the acquisitions of retail centers we may identify; 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 the operation of full price retail may not achieve our expected results; risks associated with environmental regulations; risks associated with possible terrorist activity or other acts or threats of violence and threats to public safety; risks related to international military conflicts, international trade disputes and foreign currency volatility; the fact that certain of our leases include co-tenancy and/or sales-based provisions that may allow a tenant to pay reduced rent and/or terminate a lease prior to its natural expiration; our dependence on the results of operations of our retailers and their bankruptcy, early termination or closing could adversely affect us; the impact of geopolitical conflicts; the impact of a prolonged government shutdown; the immediate and long-term impact of the outbreak of a highly infectious or contagious disease on our tenants and on our business (including the impact of actions taken to contain the outbreak or mitigate its impact); the fact that certain of our properties are subject to ownership interests held by third parties, whose interests may conflict with ours; risks related to climate change; risks related to uninsured losses; the risk that consumer, travel, shopping and spending habits may change; risks associated with our Canadian investments; risks associated with attracting and retaining key personnel; risks associated with debt financing; risks associated with our guarantees of debt for, or other support we may provide to, joint venture properties; the effectiveness of our interest rate hedging arrangements; our potential failure to qualify as a REIT; our legal obligation to pay dividends to our shareholders; legislative or regulatory actions that could adversely affect our shareholders; our dependence on distributions from the Operating Partnership to meet our financial obligations, including dividends; risks of costs and disruptions from cyber-attacks or acts of cyber-terrorism on our information systems or on third party systems that we use; 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, 2025.

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.

41

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. Our MD&A is presented in the following sections:

•General Overview

•Leasing Activity

•Results of Operations

•Liquidity and Capital Resources of the Company

•Liquidity and Capital Resources of the Operating Partnership

•Critical Accounting Estimates

•Recent Accounting Pronouncements

•Non-GAAP Supplemental Measures

•Economic Conditions and Outlook

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. 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

Center

Quarter Acquired/Developed/Disposed

Square Feet

Number of Centers

Square Feet

Number of Centers

Square Feet

Number of Centers

As of January 1, 2025

12,960 

33 

2,113 

6 

758 

2 

Dispositions

Howell, MI

Second Quarter

(314)

(1)

— 

— 

— 

— 

    Marketplace Palm Beach, FL

Second Quarter

— 

— 

— 

— 

(301)

(1)

Additions:

Cleveland, OH

First Quarter

639 

1 

— 

— 

— 

— 

Kansas City, KS

Third Quarter

690 

1 

— 

— 

— 

— 

Other

34 

— 

— 

— 

— 

— 

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 

42

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.

Consolidated Centers

Legal

Square

Property Name

Location

Ownership %

Feet (1)

% Occupied (1)

Tanger Outlets Deer Park

Deer Park, NY

100

737,473 

99.2 

Tanger Outlets Riverhead

Riverhead, NY (2)

100

729,377 

95.5 

Tanger Outlets Kansas City at Legends

Kansas City, KS (3)

100

688,584 

98.0 

Bridge Street Town Centre, a Tanger Property

Huntsville, AL

100

651,016 

89.9 

Pinecrest, a Tanger Property

Cleveland, OH

100

638,396 

97.0 

Tanger Outlets Foley

Foley, AL

100

551,676 

93.6 

Tanger Outlets Rehoboth Beach

Rehoboth Beach, DE (2)

100

547,937 

98.4 

Tanger Outlets Savannah

Savannah, GA

100

488,698 

99.7 

Tanger Outlets Atlantic City

Atlantic City, NJ (2) (3)

100

484,748 

81.8 

Tanger Outlets San Marcos

San Marcos, TX

100

471,816 

98.7 

Tanger Outlets Sevierville

Sevierville, TN (2)

100

450,079 

100.0 

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 - Highway 17

Myrtle Beach, SC (2)

100

404,341 

98.8 

Tanger Outlets Charleston

Charleston, SC

100

386,328 

99.1 

Tanger Outlets Asheville

Asheville, NC

100

376,432 

99.2 

Tanger Outlets Lancaster

Lancaster, PA

100

377,417 

99.7 

Tanger Outlets Pittsburgh

Pittsburgh, PA

100

373,863 

98.6 

Tanger Outlets Commerce

Commerce, GA

100

371,408 

96.4 

Tanger Outlets Grand Rapids

Grand Rapids, MI

100

357,133 

93.1 

Tanger Outlets Fort Worth

Fort Worth, TX

100

351,901 

100.0 

Tanger Outlets Daytona Beach

Daytona Beach, FL

100

351,691 

100.0 

Tanger Outlets Branson

Branson, MO

100

329,861 

100.0 

Tanger Outlets Memphis

Southaven, MS (3) (4)

50

325,831 

96.8 

T

[Excerpt truncated for page length; source filing is linked above.]

## Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization.
Confidence: high

ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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.

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. Our MD&A is presented in the following sections:

•General Overview

•Leasing Activity

•Results of Operations

•Liquidity and Capital Resources of the Company

•Liquidity and Capital Resources of the Operating Partnership

•Critical Accounting Estimates

•Recent Accounting Pronouncements

•Non-GAAP Supplemental Measures

•Economic Conditions and Outlook

52

General Overview

As of December 31, 2025, we had 31 consolidated centers and 3 open-air lifestyle centers in 21 states totaling 14.0 million square feet. We also had 6 unconsolidated centers totaling 2.1 million square feet, including 2 outlet centers located in Canada. Our portfolio also includes 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 impacted our results of operations and liquidity from December 31, 2022 to December 31, 2025:

Consolidated Centers

Unconsolidated Joint Venture Centers

Managed Centers

Center

Quarter Acquired/Developed/Disposed

Square Feet (in thousands)

Number of Centers

 Square Feet (in thousands)

Number of Centers

Square Feet (in thousands)

Number of

Centers

As of December 31, 2022

11,353 

29 

2,113 

6 

457 

1 

Additions:

Marketplace Palm Beach, FL

Third Quarter

— 

— 

— 

— 

301 

1 

Nashville, Tennessee

Fourth Quarter

291 

1 

— 

— 

— 

— 

Asheville, North Carolina

Fourth Quarter

382 

1 

— 

— 

— 

— 

Huntsville, Alabama

Fourth Quarter

651 

1 

— 

— 

— 

— 

Other

13 

— 

— 

— 

— 

— 

As of December 31, 2023

12,690 

32 

2,113 

6 

758 

2 

Additions:

Little Rock, Arkansas

Fourth Quarter

270 

1 

— 

— 

— 

— 

Other

— 

— 

— 

— 

— 

— 

As of December 31, 2024

12,960 

33 

2,113 

6 

758 

2 

Dispositions:

    Howell, Michigan

Second Quarter

(314)

(1)

— 

— 

— 

— 

    Marketplace Palm Beach, FL

Second Quarter

— 

— 

— 

— 

(301)

(1)

Additions:

    Cleveland, Ohio

First Quarter

639 

1 

— 

— 

— 

— 

    Kansas City, Kansas

Third Quarter

690 

1 

— 

— 

— 

— 

Other

34 

— 

— 

— 

— 

— 

As of December 31, 2025

14,009 

34 

2,113 

6 

457 

1 

53

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 years ended December 31, 2025 and 2024, respectively:

Comparable Space for Executed Leases (1) (2)

Leasing Transactions

Square Feet (in 000s)

New

Initial Rent

(psf) (3)

Rent

Spread

% (4)

Tenant Allowance (psf) (5)

Average Initial Term

(in years)

Total space

2025

495

2,599 

$

39.07 

9.3 

%

$

6.73 

4.06 

2024

402

1,976 

$

36.19 

15.2 

%

$

3.79 

3.19 

Comparable and Non-Comparable Space for Executed Leases (1) (2)

Leasing Transactions

Square Feet (in 000s)

New

Initial Rent

(psf) (3)

Tenant Allowance (psf) (5)

Average Initial Term

(in years)

Total space

2025

555

2,887 

$

39.53 

$

11.33 

4.43 

2024

454

2,250 

$

36.64 

$

10.16 

3.81 

(1)For consolidated properties owned as of the period-end date. Represents leases for new stores or renewals that were executed during the respective calendar years and excludes license agreements, seasonal tenants and month-to-month leases.

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

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

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

(5)Includes other landlord costs.

Results of Operations

2025 Compared to 2024

Net income

Net income increased $16.7 million in 2025 to a net income of $119.5 million compared to net income of $102.8 million for 2024. The change in net income was primarily due to the following:

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

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

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

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

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

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

54

Rental Revenues

Rental revenues increased $53.4 million in 2025 compared to 2024. The following table sets forth the changes in various components of rental revenues (in thousands):

2025

2024

Increase/(Decrease)

Rental revenues from existing properties

$

505,578 

$

489,235 

$

16,343 

Rental revenues from acquired properties and property disposed

40,095 

6,935 

33,160 

Straight-line rent adjustments

3,410 

607 

2,803 

Lease termination fees

1,103 

896 

207 

Amortization of above and below market rent adjustments, net

710 

(157)

867 

$

550,896 

$

497,516 

$

53,380 

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 stronger lease execution results.

Management, Leasing and Other Service Revenues

Management, leasing and other service revenues increased $127,000 in 2025 compared to 2024. The following table sets forth the changes in various components of management, leasing and other services (in thousands):

2025

2024

Increase/(Decrease)

Management and marketing

$

3,493 

$

3,552 

$

(59)

Leasing and other fees

872 

1,033 

(161)

Expense reimbursements from unconsolidated joint ventures and managed properties

5,407 

5,060 

347 

$

9,772 

$

9,645 

$

127 

Other Revenues

Other revenues increased $2.0 million in 2025 as compared to 2024. The following table sets forth the changes in other revenues (in thousands):

2025

2024

Increase/(Decrease)

Other revenues from existing properties

$

20,147 

$

18,580 

$

1,567 

Other revenues from acquired properties and property disposed

747 

322 

425 

$

20,894 

$

18,902 

$

1,992 

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

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Property Operating Expenses

Property operating expenses increased $17.8 million in 2025 compared to 2024. The following table sets forth the changes in various components of property operating expenses (in thousands):

2025

2024

Increase/(Decrease)

Property operating expenses from existing properties

$

150,857 

$

148,671 

$

2,186 

Property operating expenses from acquired properties and property disposed

18,234 

2,977 

15,257 

Expenses related to unconsolidated joint ventures and managed properties

5,407 

5,060 

347 

Other property operating expense

2,004 

2,021 

(17)

$

176,502 

$

158,729 

$

17,773 

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

General and Administrative Expenses

General and administrative expenses increased $702,000 in 2025 compared to 2024. We recorded executive separation amounts totaling $1.6 million in the 2024 period. We had no executive separation costs in 2025. Exclusive of the 2024 amounts, general and administrative expenses increased approximately $2.3 million primarily due to higher compensation expenses, healthcare costs and technology related licensing costs, partially offset by lower third-party professional fees.

Depreciation and Amortization

Depreciation and amortization expense increased $12.3 million in 2025 compared to 2024. The following table sets forth the changes in various components of depreciation and amortization costs from the 2024 period to the 2025 period (in thousands):

2025

2024

Increase/(Decrease)

Depreciation and amortization expenses from existing properties

$

133,656 

$

136,889 

$

(3,233)

Depreciation and amortization from acquired properties and property disposed

17,320 

1,801 

15,519 

$

150,976 

$

138,690 

$

12,286 

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

Interest Expense

Interest expense increased $5.2 million in 2025 compared to 2024. We had outstanding balances averaging approximately $76.5 million on our unsecured lines of credit during 2025 compared to an average of $21.7 million in 2024. In addition, we assumed a $115.0 million interest only mortgage with the acquisition of the Kansas City, KS center in September 2025.

Other Income (Expense)

Other income (expense) decreased approximately $816,000 in 2025 compared to 2024 driven by higher interest income earned during the 2024 period from higher average cash balances. During the second half of 2024, we raised $115.9 million of proceeds through our ATM Program which were invested to interest bearing accounts until ultimately deployed into the February 2025 Pinecrest, OH acquisition, contributing to the reduction in other income.

Equity in Earnings of Unconsolidated Joint Ventures

Equity in earnings of unconsolidated joint ventures increased approximately $2.3 million in the 2025 period compared to the 2024 period. The Galveston joint venture refinanced its mortgage during the second quarter of 2025 that resulted in a lower interest rate and the Charlotte joint venture produced stronger comparative results between the periods.

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2024 Compared to 2023

For a discussion of our results of operations for the year ended December 31, 2024, including a year-to-year comparison between 2024 and 2023, refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2024.

Liquidity and Capital Resources of the Company

In this “Liquidity and Capital Resources of the Company” section, the term, the "Company", refers only to Tanger Inc. on an unconsolidated basis, excluding the Operating Partnership.

The Company's business is operated primarily through the Operating Partnership. The Company issues public equity from time to time, but does not otherwise generate any capital itself or conduct any business itself, other than incurring certain expenses in operating as a public company, which are fully reimbursed by the Operating Partnership. The Company does not hold any indebtedness, and its only material asset is its ownership of partnership interests of the Operating Partnership. The Company's principal funding requirement is the payment of dividends on its common shares. The Company's principal source of funding for its dividend payments is distributions it receives from the Operating Partnership.

Through its status as the sole general partner of the Operating Partnership, the Company has the full, exclusive and complete responsibility for the Operating Partnership's day-to-day management and control. The Company causes the Operating Partnership to distribute all, or such portion as the Company may in its discretion determine, of its available cash in the manner provided in the Operating Partnership's partnership agreement. 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 with a shelf registration that expires in December 2026, which allows us to register various unspecified classes of equity securities and the Operating Partnership to register various unspecified classes of debt securities. As circumstances warrant, we may issue equity from time to time on an opportunistic basis, dependent upon market conditions and available pricing. The Operating Partnership may use the proceeds to repay debt, including borrowings under its lines of credit, develop new or existing properties, make acquisitions of properties or portfolios of properties, invest in existing or newly created joint ventures, or for general corporate purposes.

Our liquidity is dependent on the Operating Partnership's ability to make sufficient distributions to us. The Operating Partnership is a party to loan agreements with various bank lenders that require the Operating Partnership to comply with various financial and other covenants before it may make distributions to us. We also guarantee some of the Operating Partnership's debt. If the Operating Partnership fails to fulfill its debt requirements, which would trigger our guarantee obligations, then we may be required to fulfill our cash payment commitments under such guarantees. However, our only material asset is our investment in the Operating Partnership.

We believe the Operating Partnership's sources of working capital, specifically its cash flow from operations, and borrowings available under its unsecured credit facilities, are adequate for it to make its distribution payments to us and, in turn, for us to make dividend payments to our shareholders and to finance our continued operations, investment and growth strategy and additional expenses we expect to incur. 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 us. The unavailability of capital could adversely affect the Operating Partnership's ability to pay its distributions to us, which will in turn, adversely affect our ability to pay cash dividends to our shareholders.

We operate in a manner intended to enable us to qualify as a REIT under the Internal Revenue Code. In order for us to maintain our qualification as a REIT, we must pay dividends to our shareholders aggregating annually at least 90% of our taxable income. While historically we have satisfied this distribution requirement by making cash distributions to our shareholders, it may choose to satisfy this requirement by making distributions of cash or other property, including, in limited circumstances, our own shares.

57

For tax reporting purposes, we distributed approximately $130.2 million during 2025. If in any taxable year, we were to fail to qualify as a REIT and certain statutory relief provisions were not applicable, we would not be allowed a deduction for distributions to shareholders in computing taxable income and would be subject to U.S. federal income tax (including any applicable alternative minimum tax for tax years prior to 2019) on our taxable income at the regular corporate rate.

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 REITs can. We may need to continue to raise capital in the equity markets to fund the Operating Partnership's working capital needs, as well as potential developments of new or existing properties, acquisitions or investments in existing or newly created joint ventures.

We currently consolidate the Operating Partnership because we have (1) the power to direct the activities of the Operating Partnership that most significantly impact the Operating Partnership’s economic performance and (2) the obligation to absorb losses and the right to receive the residual returns of the Operating Partnership that could be potentially significant. We do not have significant assets other than our investment in the Operating Partnership. Therefore, the assets and liabilities and the revenues and expenses of the Company and the Operating Partnership are the same on their respective financial statements, except for immaterial differences related to cash, other assets and accrued liabilities that arise from public company expenses paid by the Company. However, all debt is held directly or indirectly at the Operating Partnership level, and we have guaranteed some of the Operating Partnership's unsecured debt as discussed below. Because we consolidate the Operating Partnership, the section entitled "Liquidity and Capital Resources of the Operating Partnership" should be read in conjunction with this section to understand the liquidity and capital resources of the Company on a consolidated basis and how the Company is operated as a whole.

Dividend Declarations

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

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

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

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

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

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ATM Program

Under our at-the-market share offering program (“ATM Program”), we may offer and sell our common shares, $0.01 par value per share, having an aggregate gross sales price of up to $400 million. The ATM Program includes forward sales capability detailed in the “Forward Sale Agreements” section below. We may sell the common shares in amounts and at times to be determined by us but we have no obligation to sell any of the common shares. Actual sales, if any, will depend on a variety of factors to be determined by us from time to time, including, among other things, market conditions, the trading price of the common shares, capital needs and determinations by us of the appropriate sources of its funding. We currently intend to use the net proceeds from the sale of common shares pursuant to the ATM Program for external growth, working capital and general corporate expenses. As of December 31, 2025, we had approximately $400.0 million remaining available for sales of shares under the ATM Program.

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

2025

2024

2023

Number of common shares settled during the period

1,915,762 

3,374,184 

3,494,919 

Average price per share

$

36.40 

$

34.34 

$

25.75 

Aggregate gross proceeds (in thousands)

$

69,731 

$

115,878 

$

89,986 

Aggregate net proceeds after commissions and fees (in thousands)

$

69,314 

$

114,541 

$

88,861 

There were no sales of our common shares during 2025. However, during the third quarter of 2025, we settled all of the forward shares that were outstanding under the ATM Program, as discussed in the “Forward Sale Agreements” section below.

Forward Sale Agreements

During the fourth quarter of 2024, we sold an aggregate of 1.9 million shares under the ATM Program, which were subject to forward sale agreements, for an estimated aggregate gross value of $69.7 million based on the initial forward sale price of $36.40 with respect to each forward sale agreement. In September 2025, we settled all of the outstanding forward shares that were issued under the ATM Program for total gross proceeds of $69.7 million. A portion of the proceeds were used to fund the acquisition of the Legends Outlets in Kansas City, Kansas.

Share Repurchase Program

In May 2025, the Board authorized the repurchase of up to $200.0 million of the Company’s outstanding shares, replacing the previously authorized plan to repurchase up to $100.0 million of the Company's outstanding shares that expired May 31, 2025. Repurchases may be made from time to time through open market, privately-negotiated, structured or derivative transactions (including accelerated share repurchase transactions), or other methods of acquiring shares. The Company intends to structure open market purchases to occur within the pricing and volume requirements of Rule 10b-18 under the Exchange Act. The Company may, from time to time, enter into Rule 10b5-1 plans to facilitate the repurchase of its shares under this authorization. The Company did not repurchase any shares in 2025 subsequent to the authorization of the repurchase plan in May 2025. The remaining amount authorized to be repurchased under the program as of December 31, 2025 was $200.0 million.

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

Liquidity and Capital Resources of the Operating Partnership

In this “Liquidity and Capital Resources of the Operating Partnership” section, the terms “we”, “our” and “us” refer to the Operating Partnership or the Operating Partnership and the Company together, as the context requires.

59

Summary of Our Major Sources and Uses of Cash and Cash Equivalents

General Overview

Property rental income represents our primary source to pay property operating expenses, debt service, capital expenditures and distributions, excluding non-recurring capital expenditures and acquisitions. To the extent that our cash flow from operating activities is insufficient to cover such non-recurring capital expenditures and acquisitions, we finance such activities from borrowings under our unsecured lines of credit or from the proceeds from the Operating Partnership’s debt offerings and the Company’s equity offerings.

We believe we achieve a strong and flexible financial position by attempting to: (1) maintain a conservative leverage position relative to our portfolio when pursuing new development, expansion and acquisition opportunities, (2) extend and sequence debt maturities, (3) manage our interest rate risk through an appropriate mix of fixed and variable rate debt and interest rate hedging strategies, (4) maintain access to liquidity by using our lines of credit in a conservative manner and (5) preserve internally generated sources of capital by maintaining a conservative distribution payout ratio. 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 free cash flow and debt and equity issuances.

Capital Expenditures

The following table details our capital expenditures for consolidated centers for the years ended December 31, 2025 and 2024, respectively (in thousands):

2025

2024

Change

Capital expenditures analysis:

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

$

32,474 

$

27,008 

$

5,466 

Renovations

7,497 

6,243 

1,254 

Second generation tenant allowances (2)

20,540 

24,437 

(3,897)

Other capital expenditures (3)

37,824 

27,152 

10,672 

98,335 

84,840 

13,495 

Conversion from accrual to cash basis

(8,157)

15,597 

(23,754)

Additions to rental property-cash basis

$

90,178 

$

100,437 

$

(10,259)

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

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

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

We expect total capital expenditures for 2026 to be approximately $120.0 million as compared to capital expenditures of $90.2 million in 2025. The higher 2026 amount as compared to 2025 is driven primarily by renovations and redevelopments at certain centers and continuing operational capital expenditures. We expect to maintain sufficient liquidity to fund these capital expenditures.

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Acquisitions, Development and Disposition

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

Center

Location

Type

Date

Square Feet

Investment or Sale Amount (in millions)

2025

Tanger Outlets Howell

Howell, MI

Disposition

April 2025

314,000 

$

17.0 

Pinecrest

Cleveland, OH

Acquisition

February 2025

640,000 

167.0 

Tanger Outlets Kansas City at Legends

Kansas City, KS

Acquisition

September 2025

690,000 

130.0 

Total

1,330,000 

$

297.0 

2024

The Promenade at Chenal

Little Rock, AR

Acquisition

December 2024

270,000 

$

73.1 

Total

270,000 

$

73.1 

2023

Tanger Outlets Asheville

Asheville, NC

Acquisition

November 2023

382,000 

$

70.0 

Bridge Street Town Centre

Huntsville, AL

Acquisition

November 2023

825,000 

193.5 

Tanger Outlets Nashville

Nashville, TN

Development

October 2023

291,000 

145.0 

Total

1,498,000 

$

408.5 

Potential Future Developments, Acquisitions and Dispositions

As of the date of the filing of this Annual Report, we are not in the pre-development period for any potential new developments. We may use joint venture arrangements to develop potential sites. We expect to maintain sufficient liquidity to fund existing capital expenditures.

In the case of projects to be wholly-owned by us, we expect to fund these projects with cash on hand, borrowings under our unsecured lines of credit and cash flows from operations, but may also fund them with capital from additional public debt and equity offerings. For projects to be developed through joint venture arrangements, we may use collateralized construction loans to fund a portion of the project, with our share of the equity requirements funded from sources described above.

We intend to continue to grow our portfolio by developing, expanding or acquiring additional retail real estate assets. Future retail real estate assets may be wholly-owned by us, owned through joint ventures or partnership arrangements, or through management agreements. However, you should note that any developments or expansions that we, or a joint venture that we have an ownership interest in, have planned or anticipated may not be started or completed as scheduled, or may not result in accretive net income or FFO. See the section "Non-GAAP Supplemental Earnings Measures" - "Funds From Operations" below for further discussion of FFO. In addition, we regularly evaluate acquisition or disposition proposals and engage from time to time in negotiations for acquisitions or dispositions of properties. We may also enter into letters of intent for the purchase or sale of properties. Any prospective acquisition or disposition that is being evaluated or that is subject to a letter of intent may not be consummated, or if consummated, may not result in an increase in earnings or liquidity.

Unconsolidated Real Estate Joint Ventures

From time to time, we form joint venture arrangements to develop or acquire centers. As of December 31, 2025, we have partial ownership interests in six unconsolidated centers totaling approximately 2.1 million square feet, including two centers located in Canada. See Note 5 to the consolidated financial statements for details of our individual joint ventures, including, but not limited to, the 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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We may elect to fund cash needs of a joint venture through equity contributions (generally on a basis proportionate to our ownership interests in the joint venture), 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 believe our joint ventures will be able to fund their operating and capital needs during the year ended 2026 based on their sources of working capital, specifically cash flow from operations, access to contributions from partners, and ability to refinance all or portion of their debt obligations, including the ability to exercise upcoming extensions of near-term maturities.

Our joint ventures are typically encumbered by a mortgage on the joint venture property. We provide guarantees to lenders for our joint ventures which include standard non-recourse carve out indemnifications for losses arising from items such as but not limited to fraud, physical waste, payment of taxes, environmental indemnities, misapplication of insurance proceeds or security deposits and failure to maintain required insurance. A default by a joint venture under its debt obligations may expose us to liability under the guaranty. For construction and mortgage loans, we may include a guaranty of completion as well as a principal guaranty. The principal guarantees include terms for release based upon satisfactory completion of construction and performance targets including occupancy thresholds and minimum debt service coverage tests. Our joint ventures may contain make whole provisions in the event that demands are made on any existing guarantees.

Our joint ventures are generally subject to buy-sell provisions, which are customary for joint venture agreements in the real estate industry. Either partner may initiate these provisions (subject to any applicable lock up period), which could result in either the sale of our interest or the use of available cash or additional borrowings to acquire the other party's interest. Under these provisions, one partner sets a price for the property, then the other partner has the option to either (1) purchase their partner's interest based on that price or (2) sell its interest to the other partner based on that price. Since the partner other than the partner who triggers the provision has the option to be the buyer or seller, we do not consider this arrangement to be a mandatory redeemable obligation.

Future Debt Obligations

As described further in Note 8 to the consolidated financial statements, as of December 31, 2025, scheduled maturities and principal amortization of our existing debt for 2026, 2027, and 2028 are $355.7 million, $740.0 million and $44.0 million, respectively. There are no scheduled maturities in 2029. As of December 31, 2025, scheduled maturities after 2029 aggregate to $461.7 million. In anticipation of our upcoming maturities, we have raised $225 million of incremental term loans, extended the maturity to 2030, and $250 million of proceeds from our Exchangeable Notes.

Future Interest Payments

We are obligated to make periodic interest payments at fixed and variable rates, depending on the terms of the applicable debt agreements. Based on applicable interest rates and scheduled debt maturities as of December 31, 2025 and the debt transactions discussed in our subsequent events footnote, these interest obligations total approximately $306.2 million and range from approximately $52.0 million to $79.1 million on an annual basis over the next five years. Our variable rate debt agreements are based on Daily SOFR so the Daily SOFR rate at December 31, 2025, combined with interest rate swaps entered into, was used to calculate future interest expense.

Operating Lease Obligations

As described further in Note 20 to the consolidated financial statements, as of December 31, 2025, we had a total of $249.6 million of minimum operating lease obligations. These minimum lease payments range from approximately $5.1 million to $6.4 million on an annual basis over the next five years.

Other Contractual Obligations

Other contractual obligations totaled $4.7 million as of December 31, 2025. These obligations range from approximately $338,000 to $2.1 million on an annual basis over the next five years.

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Cash Flows

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

2025

2024

Change

Net cash provided by operating activities

$

295,421 

$

260,592 

$

34,829 

Net cash used in investing activities

(263,537)

(178,007)

(85,530)

Net cash used in financing activities

(25,622)

(48,335)

22,713 

Effect of foreign currency rate changes on cash and equivalents

326 

(122)

448 

Net increase/(decrease) in cash and cash equivalents

$

6,588 

$

34,128 

$

(27,540)

Operating Activities

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

Investing Activities

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

Financing Activities

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

Financing Arrangements

See Notes 7 and 8 to the consolidated financial statements, for details of our current outstanding debt, financing transactions that have occurred over the past three years and debt maturities. As of December 31, 2025, unsecured borrowings represented 89% of our outstanding debt and 93% of the gross book value of our real estate portfolio was unencumbered. As of December 31, 2025, 3% of our outstanding debt, excluding variable rate debt with interest rate protection agreements in place, had variable interest rates and therefore was subject to market fluctuations.

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 register 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. Based on cash provided by operations, existing lines of credit, ongoing relationships with certain financial institutions and our ability to sell debt or issue equity subject to market conditions, we believe that we have access to the necessary financing to fund the planned capital expenditures for at least the next twelve months.

We anticipate that adequate cash will be available to fund our operating and administrative expenses, regular debt service obligations, and the payment of dividends in accordance with REIT requirements in both the short and long-term. Although we receive most of our rental payments on a monthly basis, dividends and distributions to shareholders and unitholders, respectively, are typically made quarterly and interest payments on the senior, unsecured notes are made semi-annually. Amounts accumulated for such payments will be used in the interim to reduce the outstanding borrowings under our existing unsecured lines of credit or invested in short-term money market or other suitable instruments.

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We believe our current balance sheet position is financially sound, particularly given our recent extension and expansion of our term loans and issuance of our exchangeable notes in January 2026 along with capacity under our existing line of credit; however, due to the uncertainty and unpredictability of the capital and credit markets, we can give no assurance that affordable access to capital will exist between now and our next significant debt maturity, which is our $350.0 million unsecured senior notes due September 2026.

Equity Offerings under the ATM Program

During 2025, we did not sell any shares under our at-the-market share offering program (“ATM Program”). As of December 31, 2025, we have a remaining authorization of $400.0 million under the ATM Program.

Our ATM Program also provides that we may sell common shares through forward sale contracts. Actual sales under the ATM Program will depend on a variety of factors including market conditions, the trading price of our common shares, our capital needs, and our determination of the appropriate sources of funding to meet such needs.

During the fourth quarter of 2024, we sold an aggregate of 1.9 million shares under the ATM Program which were subject to forward sale agreements for an estimated aggregate gross value of $69.7 million based on the initial forward sale price of $36.40 with respect to each forward sale agreement. In September 2025, we settled all of the outstanding forward shares under the ATM Program for total gross proceeds of $69.7 million. A portion of the proceeds were used to fund the acquisition of the Legends Outlets in Kansas City, Kansas.

Unsecured Term Loans

In January 2026, we closed on $550.0 million of unsecured term loans, comprised of (i) an amendment of our existing $325.0 million term loan increasing the capacity to $350.0 million and extending the maturity to December 2030 (the "2030 Term Loan") and (ii) a new $200.0 million term loan due January 2033 (the "2033 Term Loan"). We drew an incremental $75.0 million at closing, for a total outstanding amount of $400.0 million and has a combined $150.0 million available under a delayed draw feature, allowing us to draw the proceeds over a six to nine month period. The applicable pricing margin is SOFR plus 95 basis points for the 2030 Term Loan and SOFR plus 125 basis points for the 2033 Term Loan based on our current credit rating.

Derivatives

Throughout 2025 and into January 2026, we entered into several interest rate swap agreements on our unsecured debt totaling $275.0 million with effective dates throughout 2026 with a weighted average interest rate of 3.3%. These agreements have expiration dates ranging from October 1, 2027 to September 1, 2030.

Unsecured Lines of Credit Amendments

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

Exchangeable Notes

In January 2026, the Operating Partnership issued $250.0 million aggregate principal amount of 2.375% Exchangeable Senior Notes due 2031 (the “Exchangeable Notes”), which are guaranteed, on a senior unsecured basis, by the Company. The Exchangeable Notes bear interest at a rate of 2.375% per year, payable semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2026. The Exchangeable Notes mature on January 15, 2031, unless earlier exchanged, redeemed or repurchased. The Exchangeable Notes will be exchangeable at an initial exchange rate of 24.0662 common shares per $1,000 principal amount of the Exchangeable Notes (equivalent to an exchange price of approximately $41.55 per common share). The Exchangeable Notes will be exchangeable for cash up to the aggregate principal amount of the Exchangeable Notes to be exchanged and, in respect of the remainder of the exchange obligation, if any, in excess thereof, cash, common shares or a combination thereof, at the election of the Operating Partnership. Net proceeds after the initial purchaser’s discount and estimated offering costs were approximately $243 million.

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In connection with the Exchangeable Notes, we entered into privately negotiated capped call transactions with certain of the initial purchasers of the Exchangeable Notes or their affiliates or other financial institutions. The capped call transactions cover, subject to customary adjustments, the number of Company common shares that underlie the Exchangeable Notes. The cap price of the capped call transaction initially is approximately $47.49 per share, which represents a premium of approximately 40% over the last reported sale price of the Company's common shares of $33.92 per share on the New York Stock Exchange on January 7, 2026, and is subject to certain adjustments under the terms of the capped call transactions. A portion of the proceeds from the Exchangeable Notes were used to pay the capped call premium of approximately $9 million, which will be recorded in shareholders' equity for the Company and partners' equity for the Operating Partnership.

Finally, concurrent with the pricing of the Exchangeable Notes, we repurchased approximately 590,000 Company common shares for approximately $20 million in privately negotiated transactions effected with or through one of the initial purchasers or its affiliate, at a price per share equal to the last reported sale price of the Common Shares on the New York Stock Exchange on January 7, 2026.

Other Financing Activity

In April 2025, the Southaven, Mississippi consolidated joint venture amended its mortgage increasing the outstanding borrowings from $51.7 million to $61.7 million and extending the maturity date from October 2026 to April 2030 with no extension options. The stated interest rate remained unchanged at the Adjusted Secured Overnight Financing Rate (“Adjusted SOFR”) + 2.0%. In December 2025, the mortgage was amended to remove the SOFR spread, making the interest rate Daily SOFR + 2.0%. In May 2025, we entered into an interest rate swap transaction to fix the interest rate at 3.5% through April 2029.

In September 2025, we assumed a $115.0 million 7.57% interest only mortgage that matures in November 2027 in conjunction with the acquisition of the Legends Outlets in Kansas City, Kansas. The effective interest rate calculated as part of the purchase price allocation was 6.0%.

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

Debt Covenants

We have historically been, and, at December 31, 2025 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. Failure to comply with these covenants would result in a default which, if we were unable to cure or obtain a waiver from the lenders, could accelerate the repayment obligations. Further, in the event of default, we may be restricted from paying dividends to our shareholders in excess of dividends required to maintain our REIT qualification. Accordingly, an event of default could have a material and adverse impact on us. As a result, we have considered our short-term (one year or less from the date of filing these financial statements) liquidity needs and the adequacy of our estimated cash flows from operating activities and other financing sources to meet these needs. These other sources include but are not limited to: existing cash, ongoing relationships with certain financial institutions, our ability to sell debt or issue equity subject to market conditions and proceeds from the potential sale of non-core assets. We believe that we have access to the necessary financing to fund our short-term liquidity needs.

As of December 31, 2025, we were in compliance with all financial and non-financial covenants related to our debt obligations, as detailed below:

Senior unsecured notes financial covenants

Required

Actual

Total Consolidated Debt to Adjusted Total Assets

 60%

37 

%

Total Secured Debt to Adjusted Total Assets

 40%

4 

%

Total Unencumbered Assets to Unsecured Debt

 150%

277 

%

Consolidated Income Available for Debt Service to Annual Debt Service Charge

 1.5 x

5.6 

x

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Lines of credit and term loan

Required

Actual

Total Liabilities to Total Adjusted Asset Value

 60%

35 

%

Secured Indebtedness to Total Adjusted Asset Value

 35%

6 

%

EBITDA to Fixed Charges

 1.5 x

4.7 

x

Total Unsecured Indebtedness to Adjusted Unencumbered Asset Value

 60%

29 

%

Unencumbered Interest Coverage Ratio

 1.5 x

5.8 

x

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 December 31, 2025 (dollars in millions):

Joint Venture

Ownership %

Total Joint

Venture Debt

Maturity Date

Interest Rate

Effective Interest Rate

Percent Guaranteed by the Operating Partnership

Charlotte, NC

50%

$

96.0 

July 2028

4.27%

4.3 

%

— 

%

Columbus, OH

50%

71.0 

October 2032

6.25%

6.3 

%

— 

%

Houston, TX

50%

60.0 

June 2030

Daily SOFR + 1.65%

5.1 

%

— 

%

National Harbor, MD

50%

90.4 

January 2030

4.63%

4.6 

%

— 

%

Debt origination costs

50%

(1.7)

$

315.7 

5.0 

%

Houston/Galveston, Texas

In June 2025, the Galveston/Houston joint venture refinanced its mortgage loan to extend the maturity from June 2026 to June 2030, which included an increase in principal balance from $58.0 million to $60.0 million, and reduced the interest rate from the Daily Secured Overnight Financing Rate (“Daily SOFR”) + 3.0% to Daily SOFR + 1.65%. In conjunction with this refinancing, the joint venture entered into a $60.0 million interest rate swap that fixes Daily SOFR at 3.4% until June 2029. The refinancing provided for the removal of the Operating Partnership's principal guarantee.

Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with GAAP and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions and estimates that affect the amounts reported. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material. Management believes the Company’s critical accounting estimates are those related to impairment of long-lived assets, impairment of investments, revenue recognition and collectability of operating lease receivables. Management considers these estimates critical because they are both important to the portrayal of the Company’s financial condition and operating results, and they require management to make judgments and estimates about inherently uncertain matters. The Company’s senior management has reviewed these critical accounting estimates and related disclosures with the Audit Committee of the Board.

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Evaluation of Impairment of long-lived assets

Rental property held and used by us is reviewed for impairment in the event that facts and circumstances indicate the carrying amount of an asset may not be recoverable. In such an event, we compare the estimated future undiscounted cash flows associated with the asset to the asset's carrying amount, and if less than such carrying amount, recognize an impairment loss in an amount by which the carrying amount exceeds its fair value. The cash flow estimates used both for determining recoverability and estimating fair value are inherently judgmental and reflect current and projected trends in rental, occupancy, capitalization and discount rates, and estimated holding periods for the applicable assets. Impairment analyses are based on our current plans, intended holding periods and available market information at the time the analyses are prepared. If our estimates of the projected future cash flows change based on uncertain market conditions or holding periods, our evaluation of impairment losses may be different and such differences could be material to our consolidated financial statements.

Due to the financial impacts from the COVID-19 pandemic, we began performing the above described procedures on our Atlantic City, New Jersey center in 2020. While the center’s performance has improved since that time, we have continued to perform those procedures and concluded each quarter that the carrying amount of the asset was recoverable. We evaluate different holding period scenarios and apply probabilities to those scenarios to determine an average holding period of 9 years. Management has the intent, and we have the ability, to hold the property for at least this period, and we believe this period is reasonable based on the center’s performance and our history of being a long-term owner and operator of our centers. We believe the carrying value is recoverable because in our models the sum of the estimated future undiscounted cash flows, $51.1 million, and the estimated potential disposition proceeds of the sale of the center, $65.5 million (in aggregate totaling $116.6 million) exceeds the carrying value of $102.1 million by $14.6 million. The recorded carrying amount includes intangible lease costs from our 2011 acquisition of the center. Accordingly, we will continue to monitor circumstances and events in future periods that could affect inputs such as the expected holding period, operating cash flow forecasts and capitalization rates, utilized to determine whether an impairment charge is necessary. As these inputs are difficult to predict and are subject to future events that may alter our assumptions, the future cash flows estimated by management in its impairment analysis may not be achieved, and actual losses or impairment may be realized in the future.

In April 2025, we sold the center in Howell, Michigan for $17.0 million. As part of our quarterly impairment evaluation procedures, we recorded a $4.2 million impairment charge in the first quarter of 2025 to lower the property’s carrying value to the estimated fair value based on the purchase agreement.

Evaluation of Impairment of investments

Our estimates of value for each joint venture investment are based on a number of assumptions that are subject to economic and market uncertainties including, among others, estimated hold period, terminal capitalization rates, demand for space, competition for tenants, changes in market rental rates and operating costs of the property. These above factors are considered in the estimation process and are subject to significant management judgment, difficult to predict and contingent on future events that may alter our assumptions and the values estimated by us in our impairment analysis may not be realized.

Acquisitions of Real Estate

In accordance with the guidance for business combinations, we determine whether the acquisition of a property qualifies as a business combination, which requires that the assets acquired and liabilities assumed constitute a business. If the property acquired is not a business, we account for the transaction as an asset acquisition and therefore capitalize transaction costs. We evaluate each real estate acquisition to determine whether the integrated set of acquired assets and activities meets the definition of a business.

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We allocate the purchase price of asset acquisitions based on the fair value of land, building, tenant improvements, debt and deferred lease costs and other intangibles, such as the value of leases with above or below market rents, origination costs associated with the in-place leases, the value of in-place leases and tenant relationships, if any. We depreciate the amount allocated to building, deferred lease costs and other intangible assets over their estimated useful lives, which range up to 36 years. The values of the above and below market leases are amortized and recorded as either an increase (in the case of below market leases) or a decrease (in the case of above market leases) to rental income over the remaining term of the associated lease. The values of below market leases that are considered to have renewal periods with below market rents are amortized over the remaining term of the associated lease plus the renewal periods when the renewal is deemed probable to occur. The value associated with in-place leases is amortized over the remaining lease term and tenant relationships are amortized over the expected term, which includes an estimated probability of the lease renewal. If a tenant terminates its lease prior to the contractual termination of the lease and no rental payments are being made on the lease, any unamortized balance of the related intangibles is written off. The tenant improvements and origination costs are amortized as an expense over the remaining life of the lease (or charged against earnings if the lease is terminated prior to its contractual expiration date). In instances where an acquisition includes the assumption of a mortgage or other debt, we amortize the related discount or premium over the life of the debt instrument. We assess fair value based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information. These cash flow projections may be derived from various observable and unobservable inputs and assumptions. Also, we may utilize third-party valuation specialists.

The table below summarizes our asset acquisitions from 2023 - 2025. Purchase price includes capitalized transaction costs.

Date

Purchase Price

Debt Assumed

Intangible Assets

2025

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

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

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

2025

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

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

2024

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

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

2023

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

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

2023

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

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

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Revenue recognition and collectability of operating lease receivables

We, as a lessor, retain substantially all of the risks and benefits of ownership of our centers and account for our leases as operating leases. We accrue fixed lease income on a straight-line basis over the terms of the leases, when we believe substantially all lease income, including the related straight-line rent receivable, is probable of collection. Our assessment of collectability requires the exercise of considerable judgment and incorporates available operational performance measures such as sales and the aging of billed amounts as well as other publicly available information with respect to our tenant’s financial condition, liquidity and capital resources. When a tenant seeks to reorganize its operations through bankruptcy proceedings, we assess the collectability of receivable balances including, among other things, the timing of a tenant’s bankruptcy filing and our expectations of the assumption by the tenant in bankruptcy proceeding of leases at our properties on substantially similar terms. In the event that we determine accrued receivables are not probable of collection, lease income will be recorded on a cash basis, with the corresponding tenant receivable and straight-line rent receivable charged as a direct write-off against lease income in the period of the change in our collectability determination.

Recent Accounting Pronouncements

See Note 2 to the consolidated financial statements for information on recently adopted accounting standards and new accounting pronouncements issued.

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Non-GAAP Supplemental Measures

Funds From Operations

FFO is a widely used measure of the operating performance for real estate companies that supplements net income (loss) determined in accordance with GAAP. We determine FFO based on the definition set forth by the National Association of Real Estate Investment Trusts (“Nareit”), of which we are a member. In December 2018, Nareit issued “Nareit Funds From Operations White Paper - 2018 Restatement” which clarifies, where necessary, existing guidance and consolidates alerts and policy bulletins into a single document for ease of use. Nareit defines FFO as net income (loss) available to the Company’s common shareholders computed in accordance with GAAP, excluding (i) depreciation and amortization related to real estate, (ii) gains or losses from sales of certain real estate assets, (iii) gains and losses from change in control, (iv) impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity and (v) after adjustments for unconsolidated partnerships and joint ventures calculated to reflect FFO on the same basis.

FFO is intended to exclude historical cost depreciation of real estate as required by GAAP, which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. Because FFO excludes depreciation and amortization of real estate assets, gains and losses from property dispositions and extraordinary items, it provides a performance measure that, when compared year over year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, development activities and interest costs, providing perspective not immediately apparent from net income (loss).

We present FFO because we consider it an important supplemental measure of our operating performance. In addition, a portion of cash bonus compensation to certain members of management is based on our FFO or Core FFO, which is described in the section below. We believe it is useful for investors to have enhanced transparency into how we evaluate our performance and that of our management. In addition, FFO is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results. FFO is also widely used by us and others in our industry to evaluate and price potential acquisition candidates. We believe that FFO payout ratio, which represents regular distributions to common shareholders and unitholders of the Operating Partnership expressed as a percentage of FFO, is useful to investors because it facilitates the comparison of dividend coverage between REITs. Nareit has encouraged its member companies to report their FFO as a supplemental, industry-wide standard measure of REIT operating performance.

FFO has significant limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

•FFO does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

•FFO does not reflect changes in, or cash requirements for, our working capital needs;

•Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and FFO does not reflect any cash requirements for such replacements; and

•Other companies in our industry may calculate FFO differently than we do, limiting its usefulness as a comparative measure.

Because of these limitations, FFO should not be considered as a measure of discretionary cash available to us to invest in the growth of our business or our dividend paying capacity. We compensate for these limitations by relying primarily on our GAAP results and using FFO only as a supplemental measure.

70

Core Funds From Operations

We present Core FFO as a supplemental measure of our performance. We define Core FFO as FFO further adjusted to eliminate the impact of certain items that we do not consider indicative of our ongoing operating performance. These further adjustments are itemized in the table below, if applicable. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Core FFO you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Core FFO should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

We present Core FFO because we believe it assists investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we believe it is useful for investors to have enhanced transparency into how we evaluate management’s performance and the effectiveness of our business strategies. We use Core FFO when certain material, unplanned transactions occur as a factor in evaluating management’s performance and to evaluate the effectiveness of our business strategies, and may use Core FFO when determining incentive compensation.

Core FFO has limitations as an analytical tool. Some of these limitations are:

•Core FFO does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

•Core FFO does not reflect changes in, or cash requirements for, our working capital needs;

•Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Core FFO does not reflect any cash requirements for such replacements;

•Core FFO does not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; and

•Other companies in our industry may calculate Core FFO differently than we do, limiting its usefulness as a comparative measure.

Because of these limitations, Core FFO should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using Core FFO only as a supplemental measure.

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

2025

2024

2023

Net income

$

119,501 

$

102,760 

$

103,882 

Adjusted for:

Depreciation and amortization of real estate assets - consolidated

146,060 

134,927 

106,450 

     Depreciation and amortization of real estate assets - unconsolidated joint ventures

9,790 

9,334 

10,514 

Impairment charge - consolidated

4,249 

— 

— 

FFO

279,600 

247,021 

220,846 

FFO attributable to noncontrolling interests in other consolidated partnerships

— 

80 

(248)

Allocation of earnings to participating securities

(1,614)

(1,652)

(2,151)

FFO available to common shareholders (1)

$

277,986 

$

245,449 

$

218,447 

As further adjusted for:

Compensation-related adjustments (2)

— 

1,554 

(806)

Impact of above adjustments to the allocation of earnings to participating securities

— 

(10)

6 

Core FFO available to common shareholders (1)

$

277,986 

$

246,993 

$

217,647 

FFO available to common shareholders per share - diluted (1)

$

2.33 

$

2.12 

$

1.96 

Core FFO available to common shareholders per share - diluted (1)

$

2.33 

$

2.13 

$

1.96 

Weighted Average Shares:

Basic weighted average common shares

113,172 

109,263 

104,682 

Effect of dilutive securities:

Equity awards

1,555 

1,816 

1,850 

Diluted weighted average common shares (for earnings per share computations)

114,727 

111,079 

106,532 

Exchangeable operating partnership units

4,666 

4,708 

4,734 

Diluted weighted average common shares (for FFO and Core FFO per share computations) (1)

119,393 

115,787 

111,266 

(1)Assumes the Class A common limited partnership units of the Operating Partnership held by the noncontrolling interests are exchanged for Common Shares. Each Class A common limited partnership unit is exchangeable for one Common Share, subject to certain limitations to preserve the Company's REIT status.

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

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Portfolio Net Operating Income and Same Center NOI

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. 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.

We believe Portfolio NOI and Same Center NOI are non-GAAP metrics used by industry analysts, investors and management to measure the operating performance of our properties because they provide performance measures directly related to the revenues and expenses involved in owning and operating real estate assets and provide a perspective not immediately apparent from net income (loss), FFO or Core FFO. Because Same Center NOI excludes properties developed, redeveloped, acquired and sold; as well as non-cash adjustments, gains or losses on the sale of outparcels and termination rents; it highlights operating trends such as occupancy levels, rental rates and operating costs on properties that were operational for both comparable periods. Portfolio NOI and Same Center NOI should not be considered alternatives to net income (loss) as an indication of our performance or to cash flows as a measure of our liquidity or ability to make distributions. Other REITs may use different methodologies for calculating Portfolio NOI and Same Center NOI, and accordingly, our Portfolio NOI and Same Center NOI may not be comparable to other REITs.

Portfolio NOI and Same Center NOI should not be considered alternatives to net income (loss) or as an indicator of our financial performance since they do not reflect the entire operations of our portfolio, nor do they reflect the impact of general and administrative expenses, acquisition-related expenses, interest expense, depreciation and amortization costs, other non-property income and losses, the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties, or trends in development and construction activities which are significant economic costs and activities that could materially impact our results from operations. Because of these limitations, Portfolio NOI and Same Center NOI should not be viewed in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using Portfolio NOI and Same Center NOI only as supplemental measures.

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Below is a reconciliation of net income to Portfolio NOI and Same Center NOI for the consolidated portfolio (in thousands):

2025

2024

Net income

$

119,501 

$

102,760 

Adjusted to exclude:

Equity in earnings of unconsolidated joint ventures

(13,580)

(11,289)

Interest expense

65,860 

60,637 

Other (income) expense

(668)

(1,484)

Impairment charge

4,249 

— 

Depreciation and amortization

150,976 

138,690 

Other non-property expenses

(1,648)

(1,174)

Corporate general and administrative expenses

78,923 

78,341 

Non-cash adjustments (1)

(3,776)

(91)

Lease termination fees

(1,103)

(896)

Portfolio NOI - Consolidated

398,734 

365,494 

Non-same center NOI - Consolidated

(22,587)

(4,278)

Same Center NOI - Consolidated (2)

$

376,147 

$

361,216 

(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 Basis:

Center

Date

Event

Kansas City, KS

September 2025

Acquired

Howell, MI

April 2025

Sold

Cleveland, OH

February 2025

Acquired

Little Rock, AR

December 2024

Acquired

Adjusted EBITDA, EBITDAre and Adjusted EBITDAre

We present Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) as adjusted for items described below (“Adjusted EBITDA”), EBITDA for Real Estate (“EBITDAre”) and Adjusted EBITDAre, all non-GAAP measures, as supplemental measures of our operating performance. Each of these measures is defined as follows:

We define Adjusted EBITDA as net income (loss) available to the Company's common shareholders computed in accordance with GAAP before net interest expense, income taxes (if applicable), depreciation and amortization, gains and losses on sale of operating properties, joint venture properties, outparcels and other assets, impairment write-downs of depreciated property and of investment in unconsolidated joint ventures caused by a decrease in value of depreciated property in the affiliate, compensation related to voluntary retirement plan and other executive officer severance, certain executive departure related adjustments, gain on sale of non-real estate asset adjustments, casualty gains and losses, gains and losses on early extinguishment of debt, net and other items that we do not consider indicative of the Company's ongoing operating performance.

We determine EBITDAre based on the definition set forth by Nareit, which is defined as net income (loss) available to the Company's common shareholders computed in accordance with GAAP before net interest expense, income taxes (if applicable), depreciation and amortization, gains and losses on sale of operating properties, gains and losses on change of control and impairment write-downs of depreciated property and of investment in unconsolidated joint ventures caused by a decrease in value of depreciated property in the affiliate and after adjustments to reflect our share of the EBITDAre of unconsolidated joint ventures.

Adjusted EBITDAre is defined as EBITDAre excluding gains and losses on early extinguishment of debt, net, casualty gains and losses, compensation related to voluntary retirement plan and other executive officer severance, certain executive departure related adjustments, gain on sale of non-real estate asset adjustments, gains and losses on sale of outparcels, and other items that that we do not consider indicative of the Company's ongoing operating performance.

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We present Adjusted EBITDA, EBITDAre and Adjusted EBITDAre as we believe they are useful for investors, creditors and rating agencies as they provide additional performance measures that are independent of a Company’s existing capital structure to facilitate the evaluation and comparison of the Company’s operating performance to other REITs and provide a more consistent metric for comparing the operating performance of the Company’s real estate between periods.

Adjusted EBITDA, EBITDAre and Adjusted EBITDAre have significant limitations as analytical tools, including:

•They do not reflect our net interest expense;

•They do not reflect gains or losses on sales of operating properties or impairment write-downs of depreciated property and of investment in unconsolidated joint ventures caused by a decrease in value of depreciated property in the affiliate;

•Adjusted EBITDA and Adjusted EBITDAre do not reflect gains and losses on extinguishment of debt and other items that may affect operations; and

•Other companies in our industry may calculate these measures differently than we do, limiting its usefulness as a comparative measure.

Because of these limitations, Adjusted EBITDA, EBITDAre and Adjusted EBITDAre should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA, EBITDAre and Adjusted EBITDAre only as supplemental measures.

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

2025

2024

2023

Net income

$

119,501 

$

102,760 

$

103,882 

Adjusted to exclude:

Interest expense, net

65,060 

59,414 

38,149 

Income tax expense (benefit)

567 

45 

(408)

Depreciation and amortization

150,976 

138,690 

108,889 

Impairment charge - consolidated

4,249 

— 

Compensation-related adjustments (1)

— 

1,554 

(806)

Adjusted EBITDA

$

340,353 

$

302,463 

$

249,706 

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

2025

2024

2023

Net income

$

119,501 

$

102,760 

$

103,882 

Adjusted to exclude:

Interest expense, net

65,060 

59,414 

38,149 

Income tax expense (benefit)

567 

45 

(408)

Depreciation and amortization

150,976 

138,690 

108,889 

Impairment charge - consolidated

4,249 

— 

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

8,477 

8,725 

8,779 

Pro-rata share of depreciation and amortization - unconsolidated joint ventures

9,790 

9,334 

10,514 

EBITDAre

$

358,620 

$

318,968 

$

269,805 

Compensation-related adjustments (1)

— 

1,554 

(806)

Adjusted EBITDAre

$

358,620 

$

320,522 

$

268,999 

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

75

Economic Conditions and Outlook

We are closely monitoring the impact of supply chain and labor issues, inflationary and deflationary pressures, changes in interest rates and the overall macroeconomic environment on all aspects of our business and geographies, including how it will impact our tenants and business partners.

The majority of our leases contain provisions designed to mitigate the impact of inflation. Such provisions include clauses for the escalation of base rent and clauses enabling us to receive percentage rentals based on tenants’ gross sales (above predetermined levels), which generally increase as prices rise. A component of most leases includes a pro-rata share or escalating fixed contributions by the tenant for property operating expenses, including common area maintenance, real estate taxes, insurance and advertising and promotion, thereby reducing exposure to increases in costs and operating expenses resulting from inflation.

A portion of our rental revenues are derived from rents that directly depend on the sales volume of certain tenants. Accordingly, declines in these tenants’ sales would reduce the income produced by our properties. If the sales or profitability of our retail tenants decline sufficiently, whether due to a change in consumer preferences, health concerns, legislative changes that increase the cost of their operations or otherwise, such tenants may be unable to pay their existing rents as such rents would represent a higher percentage of their sales.

In addition, certain of our lease agreements include co-tenancy and/or sales-based provisions that may allow a tenant to pay reduced rent and/or terminate a lease prior to its natural expiration if we fail to maintain certain occupancy levels or retain specified named tenants, or if the tenant does not achieve certain specified sales targets. If our occupancy declines, certain centers may fall below the minimum co-tenancy thresholds and could trigger many tenants' contractual ability to pay reduced rents, which in turn may negatively impact our results of operations. Our occupancy at our consolidated centers was 98% at the end of the years ended December 31, 2025 and 2024.

Our centers typically include well-known, national, branded companies. By maintaining a broad base of well-known tenants, increased diversity of uses, strong population growth in our markets and a geographically diverse portfolio of properties located across the United States, we believe we reduce our operating and leasing risks. During the year ended December 31, 2025, no one tenant (including affiliates) accounted for more than 7% of our square feet or 6% of our rental revenues.

Due to the relatively short-term nature of our tenants’ leases, a significant portion of the leases in our portfolio come up for renewal each year. During 2026, approximately 2.7 million square feet, or 18% 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 January 31, 2026, we had lease renewals executed or in process for 46.0% of the space scheduled to expire during 2026 compared to 34.9% of the space scheduled to expire during 2025 that was executed or in process as of January 31, 2025. As of January 31, 2026, we had lease renewals executed or in process for 75.6% of the space that came up for renewal in 2025.

We believe retail real estate will continue to be a profitable and fundamental distribution channel for many brands and retailers. 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.
