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What changed in TANGER INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of TANGER INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+364 added−291 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-21)

Top changes in TANGER INC.'s 2025 10-K

364 paragraphs added · 291 removed · 221 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

87 edited+87 added−27 removed177 unchanged
Biggest changeOur corporate headquarters are located in North Carolina, and we maintain 36 business offices. In 2024, 38% of our full-time workforce have been employed by us for five years or longer. We believe our relations with our employees to be relatively good. None of our employees are represented by a union or parties to a collective bargaining agreement.
Biggest changeWe make it happen by taking initiative, problem-solving and delivering excellence. Human Capital As of December 31, 2025, we had 407 full-time employees and 70 part-time employees. Our corporate headquarters are located in North Carolina, and we maintain 37 business offices. In 2025, 43% of our full-time workforce have been employed by us for five years or longer.
Marketing Our comprehensive marketing plans are designed to drive sales and traffic in partnership with our retail partners. We leverage data to enable a return on investment-oriented performance marketing approach for efficient customer acquisition. Investments to transform our digital channels allow us to engage existing customers with timely and personalized communications.
Marketing Our comprehensive marketing plans are designed to drive sales and traffic in partnership with our retail partners. We leverage data to enable a return on our investment-oriented performance marketing approach for efficient customer acquisition. Investments to transform our digital channels allow us to engage existing customers with timely and personalized communications.
The resulting expenditures and restrictions could have a material adverse effect on our financial condition and operating results. 18 Risks Related to our Business Conditions that adversely affect the general retail environment could materially and adversely affect us Our primary source of revenue is derived from retail tenants, which means that we could be materially and adversely affected by conditions that materially and adversely affect the retail environment generally, including, without limitation: • domestic issues, such as government policies and regulations, tariffs, energy prices, market dynamics, rising interest rates, inflation and limited growth in consumer income as well as from actual or perceived changes in economic conditions, which can result from global events such as international trade disputes, a foreign debt crisis, foreign currency volatility, natural disasters, war, epidemics and pandemics, the fear of spread of contagious diseases, and civil unrest and terrorism; • levels of consumer spending, changes in consumer confidence, income levels, and fluctuations in seasonal spending in the United States and internationally; • supply chain disruptions and labor shortages; • consumer perceptions of the safety, convenience and attractiveness of our centers, including due to a heightened level of concern in public places due to risks associated with the transmission of disease, random acts of violence or consumer perception of increased risk of criminal activity; • the impact on our retail tenants and demand for retail space at our centers from the increasing use of the Internet by retailers and consumers, which accelerated during the COVID-19 pandemic; • the creditworthiness of our retail tenants and the availability of new creditworthy tenants and the related impact on our occupancy levels and lease income; • the willingness of retailers to lease space in our properties at attractive rents, or at all; • changes in applicable laws and regulations, including tax, environmental, safety and zoning; • changes in regional and local economies, which may be affected by increased rates of unemployment, increased foreclosures, higher taxes, decreased tourism, industry slowdowns, adverse weather conditions, and other factors; • increased costs of maintenance, insurance and operations (including real estate taxes); and • epidemics, pandemics or other public health crises, like the COVID-19 pandemic, and the governmental reaction thereto.
The resulting expenditures and restrictions could have a material adverse effect on our financial condition and operating results. 20 Risks Related to our Business Conditions that adversely affect the general retail environment could materially and adversely affect us Our primary source of revenue is derived from retail tenants, which means that we could be materially and adversely affected by conditions that materially and adversely affect the retail environment generally, including, without limitation: • domestic issues, such as government policies and regulations, tariffs, energy prices, market dynamics, rising interest rates, inflation and limited growth in consumer income as well as from actual or perceived changes in economic conditions, which can result from global events such as international trade disputes, a foreign debt crisis, foreign currency volatility, natural disasters, war, epidemics and pandemics, the fear of spread of contagious diseases, and civil unrest and terrorism; • levels of consumer spending, changes in consumer confidence, income levels, and fluctuations in seasonal spending in the United States and internationally; • supply chain disruptions and labor shortages; • consumer perceptions of the safety, convenience and attractiveness of our centers, including due to a heightened level of concern in public places due to risks associated with the transmission of disease, random acts of violence or consumer perception of increased risk of criminal activity; • the impact on our retail tenants and demand for retail space at our centers from the increasing use of the Internet by retailers and consumers, which accelerated during the COVID-19 pandemic; • the creditworthiness of our retail tenants and the availability of new creditworthy tenants and the related impact on our occupancy levels and lease income; • the willingness of retailers to lease space in our properties at attractive rents, or at all; • changes in applicable laws and regulations, including tax, environmental, safety and zoning; • changes in regional and local economies, which may be affected by increased rates of unemployment, increased foreclosures, higher taxes, decreased tourism, industry slowdowns, adverse weather conditions, and other factors; • increased costs of maintenance, insurance and operations (including real estate taxes); and • epidemics, pandemics or other public health crises, like the COVID-19 pandemic, and the governmental reaction thereto.
The market price per share of our common stock may fluctuate significantly in response to a variety of factors, many of which are beyond our control, including, but not limited to: • the availability and cost of debt and/or equity capital; • the condition of our balance sheet; • actual or anticipated capital requirements; • the condition of the financial and banking industries; • actual or anticipated variations in our quarterly operating results or dividends; • the amount and timing of debt maturities and other contractual obligations; • changes in our net income, funds from operations, or guidance; • the publication of research reports and articles (or false or misleading information) about us, our tenants, the real estate industry, or the retail industry; • the general reputation of REITs and the attractiveness of their equity securities in comparison to other debt or equity securities (including securities issued by other real estate-based companies); • general stock and bond market conditions, including changes in interest rates on fixed-income securities, that may lead prospective shareholders to demand a higher annual yield from future dividends; • changes in our analyst ratings; • changes in our corporate credit ratings or credit ratings of our debt or other securities; • changes in market valuations of similar companies; • adverse market reaction to any additional debt we incur or equity we raise in the future; 23 • additions, departures, or other announcements regarding our key management personnel and/or the Board; • actions by institutional shareholders; • speculation in the press or investment community; • short selling of our common shares; • the publication or dissemination of opinions, characterizations, or disinformation that are intended to create negative market momentum, including through the use of social media; • risks associated with generative artificial intelligence tools and large language models and the conclusions that these tools and models may draw about our business and prospects in connection with the dissemination of negative opinions, characterizations, or disinformation; • terrorist activity adversely affecting the markets in which our securities trade, possibly increasing market volatility and causing the further erosion of business and consumer confidence and spending; • government regulatory action and changes in tax laws; • fiscal policies or inaction at the U.S. federal government level that may lead to federal government shutdowns or negative impacts on the U.S. economy; • fluctuations due to general market volatility; • disruptions in the banking sector or failures of financial institutions that we or our tenants may or may not have business relationships with; • global market factors adversely affecting the U.S. and Canadian economic and political environments; • general market and economic conditions; and • the realization of any of the other risk factors included in this annual report on Form 10-K.
The market price of our common shares may fluctuate significantly in response to a variety of factors, many of which are beyond our control, including, but not limited to: • the availability and cost of debt and/or equity capital; • the condition of our balance sheet; • actual or anticipated capital requirements; • the condition of the financial and banking industries; • actual or anticipated variations in our quarterly operating results or dividends; • the amount and timing of debt maturities and other contractual obligations; • changes in our net income, funds from operations, or guidance; • the publication of research reports and articles (or false or misleading information) about us, our tenants, the real estate industry, or the retail industry; • the general reputation of REITs and the attractiveness of their equity securities in comparison to other debt or equity securities (including securities issued by other real estate-based companies); • general stock and bond market conditions, including changes in interest rates on fixed-income securities, that may lead prospective shareholders to demand a higher annual yield from future dividends; • changes in our analyst ratings; • changes in our corporate credit ratings or credit ratings of our debt or other securities; • changes in market valuations of similar companies; • adverse market reaction to any additional debt we incur or equity we raise in the future; • additions, departures, or other announcements regarding our key management personnel and/or the Board; • actions by institutional shareholders; • speculation in the press or investment community; • short selling of our common shares; • the publication or dissemination of opinions, characterizations, or disinformation that are intended to create negative market momentum, including through the use of social media; • risks associated with generative artificial intelligence tools and large language models and the conclusions that these tools and models may draw about our business and prospects in connection with the dissemination of negative opinions, characterizations, or disinformation; • terrorist activity adversely affecting the markets in which our securities trade, possibly increasing market volatility and causing the further erosion of business and consumer confidence and spending; • government regulatory action and changes in tax laws; • fiscal policies or inaction at the U.S. federal government level that may lead to federal government shutdowns or negative impacts on the U.S. economy; • fluctuations due to general market volatility; • disruptions in the banking sector or failures of financial institutions that we or our tenants may or may not have business relationships with; • global market factors adversely affecting the U.S. and Canadian economic and political environments; • general market and economic conditions; and • the realization of any of the other risk factors included in this annual report on Form 10-K.
If we were to fail to qualify as a REIT in any taxable year: • we would not be allowed to deduct our distributions to shareholders when computing our taxable income; • we would be subject to federal income tax on our taxable income at regular corporate rates; • for tax years beginning after December 31, 2022, we could also be subject to certain taxes enacted by the Inflation Reduction Act of 2022 that are applicable to non-REIT corporations, such as the nondeductible one percent excise tax on certain stock repurchases; • we would be disqualified from being taxed as a REIT for the four taxable years following the year during which qualification was lost, unless entitled to relief under certain statutory provisions; • our cash available for distributions to shareholders would be reduced; and • we may be required to borrow additional funds or sell some of our assets in order to pay corporate tax obligations that we may incur as a result of our disqualification. 24 We may need to incur additional borrowings to meet the REIT minimum distribution requirement and to avoid excise tax.
If we were to fail to qualify as a REIT in any taxable year: • we would not be allowed to deduct our distributions to shareholders when computing our taxable income; • we would be subject to federal income tax on our taxable income at regular corporate rates; • for tax years beginning after December 31, 2022, we could also be subject to certain taxes enacted by the Inflation Reduction Act of 2022 that are applicable to non-REIT corporations, such as the nondeductible one percent excise tax on certain stock repurchases; • we would be disqualified from being taxed as a REIT for the four taxable years following the year during which qualification was lost, unless entitled to relief under certain statutory provisions; • our cash available for distributions to shareholders would be reduced; and • we may be required to borrow additional funds or sell some of our assets in order to pay corporate tax obligations that we may incur as a result of our disqualification. 29 We may need to incur additional borrowings to meet the REIT minimum distribution requirement and to avoid excise tax.
Losing any one or more of these persons could adversely affect our business, disrupt short-term operational performance, diminish our opportunities and weaken our relationships with lenders, business partners, existing and prospective tenants and others, which could have a material adverse effect on us. 29 Use of artificial intelligence presents risks and challenges that could impact our business.
Losing any one or more of these persons could adversely affect our business, disrupt short-term operational performance, diminish our opportunities and weaken our relationships with lenders, business partners, existing and prospective tenants and others, which could have a material adverse effect on us. Use of artificial intelligence presents risks and challenges that could impact our business.
There are, however, types of losses, like those resulting from wars or nuclear radiation, which may either be uninsurable or not economically insurable in some or all of our locations. An uninsured loss could result in a loss to us of both our capital investment and anticipated profits from the affected property.
There are, however, types of losses, like those resulting from wars or nuclear radiation, which may either be uninsurable or not economically insurable in some or all of our locations. 14 An uninsured loss could result in a loss to us of both our capital investment and anticipated profits from the affected property.
To the extent such approvals or consents are required, we may experience difficulty in, or may be prevented from, implementing our plans and strategies with respect to expansion, development, property management, on-going operations, financing (for example, decisions as to whether to refinance or obtain financing, when and whether to pay down principal of any loan and whether and how to cure any defaults under loan documents) or other similar transactions with respect to such properties. 20 Further, these investments, and other future similar investments, could involve risks that would not be present were a third party not involved, including the possibility that partners or other owners might become bankrupt, suffer a deterioration in their creditworthiness, or fail to fund their share of required capital contributions.
To the extent such approvals or consents are required, we may experience difficulty in, or may be prevented from, implementing our plans and strategies with respect to expansion, development, property management, on-going operations, financing (for example, decisions as to whether to refinance or obtain financing, when and whether to pay down principal of any loan and whether and how to cure any defaults under loan documents) or other similar transactions with respect to such properties. 22 Further, these investments, and other future similar investments, could involve risks that would not be present were a third party not involved, including the possibility that partners or other owners might become bankrupt, suffer a deterioration in their creditworthiness, or fail to fund their share of required capital contributions.
In addition, the number of entities competing to acquire or develop retail centers has increased and may continue to increase in the future, which could increase demand for these retail centers and the prices we must pay to acquire or develop them. 13 Financial Information We have one reportable operating segment.
In addition, the number of entities competing to acquire or develop retail centers has increased and may continue to increase in the future, which could increase demand for these retail centers and the prices we must pay to acquire or develop them. Financial Information We have one reportable operating segment.
Although we do not intend to hold any properties that would be characterized as held for sale to customers in the ordinary course of our business, unless a sale or disposition qualifies under certain statutory safe harbors, or is held through a taxable REIT subsidiary, such characterization is a factual determination and no guarantee can be given that the IRS would agree with our characterization of our properties or that we will always be able to make use of the available safe harbors. 25 Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.
Although we do not intend to hold any properties that would be characterized as held for sale to customers in the ordinary course of our business, unless a sale or disposition qualifies under certain statutory safe harbors, or is held through a taxable REIT subsidiary, such characterization is a factual determination and no guarantee can be given that the IRS would agree with our characterization of our properties or that we will always be able to make use of the available safe harbors. 30 Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.
Additionally, we are adding food, beverage, and entertainment options, along with other services, at our centers to attract new shoppers, extend visitor dwell time and increase frequency of visits. No single tenant, including all of its store concepts, accounted for 10% or more of our combined base and percentage rental revenues during the years ended 2024, 2023 or 2022.
Additionally, we are adding food, beverage, and entertainment options, along with other services, at our centers to attract new shoppers, extend visitor dwell time and increase frequency of visits. No single tenant, including all of its store concepts, accounted for 10% or more of our combined base and percentage rental revenues during the years ended 2025, 2024 or 2023.
Although we believe that any amount received by us in exchange for our stock would qualify for the exemption under Section 1032 of the Internal Revenue Code, because it is not entirely clear whether a forward sale agreement qualifies as a “securities futures contract,” the U.S. federal income tax treatment of any cash settlement payment we receive is uncertain.
Although we believe that any amount received by us in exchange for our shares would qualify for the exemption under Section 1032 of the Internal Revenue Code, because it is not entirely clear whether a forward sale agreement qualifies as a “securities futures contract,” the U.S. federal income tax treatment of any cash settlement payment we receive is uncertain.
Prospective investors are urged to consult their tax advisors regarding the effect of potential future changes to the federal tax laws on an investment in our shares. 26 General Risks Cyber-attacks or acts of cyber-terrorism could disrupt our or our third-party providers' business operations and information technology systems or result in the loss or exposure of confidential or sensitive customer, employee or Company information.
Prospective investors are urged to consult their tax advisors regarding the effect of potential future changes to the federal tax laws on an investment in our shares. 31 General Risks Cyber-attacks or acts of cyber-terrorism could disrupt our or our third-party providers' business operations and information technology systems or result in the loss or exposure of confidential or sensitive customer, employee or Company information.
We cannot assure you that we will have access to such capital on favorable terms at the desired times, or at all, which may cause us to curtail our investment activities and/or to dispose of assets at inopportune times, and could adversely affect our financial condition, results of operations, cash flows and per share trading price of our common stock.
We cannot assure you that we will have access to such capital on favorable terms at the desired times, or at all, which may cause us to curtail our investment activities and/or to dispose of assets at inopportune times, and could adversely affect our financial condition, results of operations, cash flows and per share trading price of our common shares.
We have a diverse tenant base throughout our consolidated portfolio comprising over 2,500 stores operated by more than 600 different brand name companies. Our centers offer shoppers a curated mix of retailers specializing in apparel, footwear, accessories, athletic wear, athleisure, home furnishings, health and beauty, and digitally-native brands.
We have a diverse tenant base throughout our consolidated portfolio comprising over 2,600 stores operated by more than 700 different brand name companies. Our centers offer shoppers a curated mix of retailers specializing in apparel, footwear, accessories, athletic wear, athleisure, home furnishings, health and beauty, and digitally-native brands.
The Company is a North Carolina corporation that was incorporated in March 1993 and the Operating Partnership is a North Carolina limited partnership that was formed in May 1993. Our executive offices are currently located at 3200 Northline Avenue, Suite 360, Greensboro, North Carolina, 27408 and our telephone number is (336) 292-3010. Our website can be accessed at www.tanger.com.
The Company is a North Carolina corporation that was incorporated in March 1993 and the Operating Partnership is a North Carolina limited partnership that was formed in May 1993. Our executive offices are currently located at 3200 Northline Avenue, Suite 360, Greensboro, North Carolina, 27408 and our telephone number is (336) 292-3010. Our website can be accessed at www.tanger.inc.
We partner with many of the world's best known and most respected brands and retailers. By fostering and maintaining strong relationships with these successful, high volume companies, we believe we have been able to solidify our position as a leader in the outlet and open-air retail industry for over thirty years.
We partner with many of the world's best known and most respected brands and retailers. By fostering and maintaining strong relationships with these successful, high-volume companies, we believe we have been able to solidify our position as a leader in the outlet retail industry for over thirty years.
Further, we may experience delays in developing and deploying remedial measures designed to address any such identified vulnerabilities. 27 Moreover, the security measures employed by third-party service providers may prove to be ineffective at preventing breaches of their systems, which in turn may impact our business and operations.
Further, we may experience delays in developing and deploying remedial measures designed to address any such identified vulnerabilities. 32 Moreover, the security measures employed by third-party service providers may prove to be ineffective at preventing breaches of their systems, which in turn may impact our business and operations.
If we are not successful at achieving the anticipated results, there is a potential for a significant adverse impact on our returns and our overall profitability. 17 We face competition for the acquisition and development of centers, and we may not be able to complete acquisitions or developments that we have identified.
If we are not successful at achieving the anticipated results, there is a potential for a significant adverse impact on our returns and our overall profitability. 19 We face competition for the acquisition and development of centers, and we may not be able to complete acquisitions or developments that we have identified.
As noted above, a portion of our rental revenues are derived from percentage rents that directly depend on the sales volume of certain tenants. 19 A number of companies in the retail industry, including some of our tenants, have declared bankruptcy or have voluntarily closed all or certain of their stores in recent years.
As noted above, a portion of our rental revenues are derived from percentage rents that directly depend on the sales volume of certain tenants. 21 A number of companies in the retail industry, including some of our tenants, have declared bankruptcy or have voluntarily closed all or certain of their stores in recent years.
Our Centers Each of our centers, except one joint venture center, features the Tanger brand name. Additionally, we leverage the Tanger brand and platform to manage centers in Palm Beach, Florida. We believe that our tenants and consumers recognize the Tanger brand as one that provides retail centers where consumers can trust the brand, value and experience.
Our Centers Each of our outlet centers, except one joint venture center, features the Tanger brand name. Additionally, we leverage the Tanger brand and platform to manage an outlet center in Palm Beach, Florida. We believe that our tenants and consumers recognize the Tanger brand as one that provides retail centers where consumers can trust the brand, value and experience.
Like many companies, we and third-party providers of certain information technology systems that we use have experienced intrusions and threats to data and information technology systems, and the risk of a future security breach or disruption, particularly through cyber-attacks or cyber-intrusion, including by computer hackers, foreign governments, and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased.
Like many companies, we and third-party providers of certain information technology systems that we use have experienced intrusions and threats to data and information technology systems, and the risk of a future security breach or disruption, particularly through cyber-attacks or cyber-intrusion, including by computer hackers, foreign governments, cyber terrorists, and other outside parties, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased.
We may elect to fund cash needs of a joint venture through equity contributions (generally on a basis proportionate to our ownership interests), advances or partner loans, although such funding is not typically required contractually or otherwise. Adverse changes in our credit ratings could negatively affect our financing ability .
We may elect to fund cash needs of a joint venture through equity contributions (generally on a basis proportionate to our ownership interests), advances or partner loans, although such funding is not typically required contractually or otherwise. Adverse changes in our credit ratings could negatively affect our financing ability and borrowing terms .
If the unauthorized release or loss of customer, employee or other confidential or sensitive data were to occur, our operations and financial results and our share price could also be adversely affected. We may expend significant resources or modify our business activities to try to protect against security incidents.
If the unauthorized release or loss of customer, employee or other confidential, sensitive data or material nonpublic information were to occur, our operations and financial results and our share price could also be adversely affected. We may expend significant resources or modify our business activities to try to protect against security incidents.
Insurance companies may discontinue coverage for certain risks, or, if offered, such coverage may become excessively expensive. 21 Our Canadian investments may subject us to different or greater risk from those associated with our domestic operations. As of December 31, 2024, through a co-ownership arrangement with a Canadian REIT, we have an ownership interest in two centers located in Canada.
Insurance companies may discontinue coverage for certain risks, or, if offered, such coverage may become excessively expensive. 23 Our Canadian investments may subject us to different or greater risk from those associated with our domestic operations. As of December 31, 2025, through a co-ownership arrangement with a Canadian REIT, we have an ownership interest in two centers located in Canada.
In addition to our Tanger branded outlet portfolio, we recently acquired our first three open-air lifestyle centers in Huntsville, Alabama, Little Rock, Arkansas and Cleveland, Ohio, which were natural extensions of our capabilities and consistent with our long-term strategy of investing in dominant open-air retail centers in markets that benefit from outsized residential and economic growth drivers.
In addition to our Tanger branded outlet portfolio, since 2023, we acquired three open-air lifestyle centers in Huntsville, Alabama, Little Rock, Arkansas and Cleveland, Ohio; which were natural extensions of our capabilities and consistent with our long-term strategy of investing in dominant open-air retail centers in markets that benefit from outsized residential and economic growth drivers.
In addition, based upon current market conditions, our center in Atlantic City, NJ has an estimated fair value significantly less than its recorded carrying value of approximately $106.5 million. However, based on our current plan with respect to that center, we believe that its carrying amount is recoverable and therefore no impairment charge was recorded.
In addition, based upon current market conditions, our center in Atlantic City, NJ has an estimated fair value significantly less than its recorded carrying value of approximately $102.1 million. However, based on our current plan with respect to that center, we believe that its carrying amount is recoverable and therefore no impairment charge was recorded.
Our centers represent a substantial portion of our total consolidated assets. These assets are relatively illiquid. As a result, our ability to sell one or more of our centers in response to any changes in economic or other conditions is limited.
Real property investments are relatively illiquid. Our centers represent a substantial portion of our total consolidated assets. These assets are relatively illiquid. As a result, our ability to sell one or more of our centers in response to any changes in economic or other conditions is limited.
Failure to participate in certain of the third party ratings systems, failure to score well in those ratings systems or failure to provide certain ESG disclosures could result in reputational harm when investors compare us to other companies, and could cause certain investors to be unwilling to invest in our shares, which could adversely impact our share price.
Failure to participate in certain of the third-party ratings systems, failure to score well in those ratings systems or failure to provide certain environmental, social and governance disclosures could result in reputational harm when investors compare us to other companies, and could cause certain investors to be unwilling to invest in our shares, which could adversely impact our share price.
Our seasoned team of professionals with diverse sets of expertise utilize the knowledge and experience that we have gained to give us a competitive advantage in the outlet and open-air retail business.
Our seasoned team of professionals with diverse sets of expertise utilize the knowledge and experience that we have gained to give us a competitive advantage in the outlet and other open-air retail formats.
The success of our business depends, in part, on the leadership and performance of our executive management team and key employees, including our CEO, some of whom operate without the existence of employment agreements or similar employment and severance arrangements.
The success of our business depends, in part, on the leadership and performance of our executive management team and key employees, including our Chief Executive Officer, some of whom operate without the existence of employment agreements or similar employment and severance arrangements.
We also had partial ownership interests in 6 unconsolidated centers totaling approximately 2.1 million square feet, including 2 centers in Canada. Our portfolio also includes two managed centers totaling approximately 760,000 square feet. Each of our centers, except one joint venture center, features the Tanger brand name.
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. Each of our centers, except one joint venture center, features the Tanger brand name.
However, for taxable years prior to 2026, individual shareholders are generally allowed to deduct 20% of the aggregate amount of ordinary dividends distributed by us, subject to certain limitations, which would reduce the maximum marginal effective tax rate for individuals on the receipt of such ordinary dividends to 29.6%.
However, individual shareholders are generally allowed to deduct 20% of the aggregate amount of ordinary dividends distributed by us, subject to certain limitations, which would reduce the maximum marginal effective tax rate for individuals on the receipt of such ordinary dividends to 29.6%.
In 2025, we are partnering with a third party to refresh our materiality assessment in alignment with double materiality to evaluate the impact of environmental and social issues on our financial performance.
In 2025, we partnered with a third party to refresh our materiality assessment in alignment with double materiality to evaluate the impact of environmental and social issues on our financial performance.
The concept of materiality used in our ESG disclosures, including as it is used above, is based on other definitions of materiality, some of which may require that we use a level of estimation and assumption that may make the resulting disclosures inherently uncertain.
The concept of materiality used in our environmental, social and governance disclosures, including as it is used above, is based on other definitions of materiality, some of which may require that we use a level of estimation and assumption that may make the resulting disclosures inherently uncertain.
ITEM 1. BUSINESS The Company and the Operating Partnership Tanger Inc. and its subsidiaries, which we refer to as the Company, is one of the leading owners and operators of outlet and open-air centers in the United States and Canada.
ITEM 1. BUSINESS The Company and the Operating Partnership Tanger Inc. and its subsidiaries, which we refer to as the Company, is one of the leading owners and operators of outlet and other open-air retail destinations in the United States and Canada.
We are a fully-integrated, self-administered and self-managed REIT, which focuses on developing, acquiring, owning, operating and managing outlet and open-air shopping centers.
We are a fully-integrated, self-administered and self-managed REIT, which focuses on developing, acquiring, owning, operating and managing outlet and other open-air retail centers.
As of December 31, 2024, we maintain offices and employ on-site management at 36 consolidated and unconsolidated centers and one managed center. The managers closely monitor the operation, marketing and local relationships at each of their centers.
As of December 31, 2025, we maintain offices and employ on-site management at 37 consolidated and unconsolidated centers and one managed center. The managers closely monitor the operation, marketing and local relationships at each of their centers.
For the avoidance of doubt, while certain matters discussed in our 2023 Environmental, Social, and Governance Report may be significant, any significance should not be read as necessarily rising to the level of materiality as that concept is used for the purposes of our compliance and reporting pursuant to the U.S. federal securities laws and regulations.
For the avoidance of doubt, while certain matters discussed in our 2025 Impact Report may be significant, any significance should not be read as necessarily rising to the level of materiality as that concept is used for the purposes of our compliance and reporting pursuant to the U.S. federal securities laws and regulations.
Our occupancy at our consolidated centers has remained stable at 98% and 97% at December 31, 2024 and 2023, respectively. If our occupancy declines, certain centers may fall below the minimum co-tenancy thresholds and could trigger many tenants ability to pay reduced rents, which in turn may negatively impact our results of operations.
Our occupancy at our consolidated centers has remained stable at 98% on each of December 31, 2025 and 2024. If our occupancy declines, certain centers may fall below the minimum co-tenancy thresholds and could trigger many tenants ability to pay reduced rents, which in turn may negatively impact our results of operations.
Approximately, 41% of the square footage of our consolidated portfolio are located in coastal areas, which are at risk to be impacted by storms intensity and 14% of the square footage of our consolidated portfolio are in areas that are at risk to be impacted by rising sea levels.
Approximately, 37% of the square footage of our consolidated portfolio are located in coastal areas, which are at risk of being impacted by storms intensity and 13% of the square footage of our consolidated portfolio are in areas that are at risk to be impacted by rising sea levels.
As of December 31, 2024, our consolidated portfolio consisted of 31 outlet centers and 2 open-air lifestyle centers, with a total gross leasable area of approximately 13.0 million square feet, which were 98% occupied and contained over 2,500 stores representing approximately 600 store brands.
As of December 31, 2025, our consolidated portfolio consisted of 31 outlet centers and three open-air lifestyle centers, with a total gross leasable area of approximately 14.0 million square feet, which were 98% occupied and contained over 2,600 stores representing over 700 store brands.
As of December 31, 2024, no single tenant accounted for more than 8% of our leasable square feet or 6% of our combined base and percentage rental revenues. 10 A portion of our rental revenues are dependent on variable revenue sources.
As of December 31, 2025, no single tenant accounted for more than 7% of our leasable square feet or 6% of our combined base and percentage rental revenues. 11 A portion of our rental revenues are dependent on variable revenue sources.
We supplement our participation in ratings systems with published disclosures of our ESG activities, but some investors may desire other disclosures that we do not provide.
We supplement our participation in ratings systems with published disclosures of our environmental, social and governance activities, but some investors may desire other disclosures that we do not provide.
Even if we are not targeted directly, cyberattacks on the U.S. or Canadian governments, financial markets, financial institutions, or other businesses, including our tenants, vendors, software creators, cloud providers, cybersecurity service providers, and other third parties upon which we rely, may occur, and such events could disrupt our normal business operations and networks in the future.
Even if we are not targeted directly, cyberattacks on the U.S. or Canadian governments, financial markets, financial institutions, or other businesses, including our tenants, vendors, software creators, cloud providers, cybersecurity service providers, and other third parties upon which we rely, may occur, and such events could disrupt our normal business operations and networks in the future. 33 In addition, cybersecurity has become a top priority for regulators around the world.
Our credit ratings may affect the amount of capital we can access, as well as the terms and pricing of any debt we may incur. There can be no assurance that we will be able to maintain and/or improve our current credit ratings.
Our credit ratings may affect the amount of capital we can access, as well as the terms and pricing of existing financing or future financing we may obtain. There can be no assurance that we will be able to maintain and/or improve our current credit ratings.
Consisting of executives from various functional areas of our Company, including, without limitation, Operations, Finance and People and Culture, the Executive Committee advises on the Company's approach to corporate responsibility. The Executive Committee monitors progress toward achievement of goals and communicates priority issues to senior leadership.
Governance and Reporting Our management team has formed an executive committee that advises on the Company’s approach to corporate responsibility and consists of executives from various functional areas of our Company, including, without limitation, Operations, Finance and People and Culture. This executive committee monitors progress toward achievement of goals and communicates priority issues to senior leadership.
For the year ended December 31, 2024, the components of rental revenues are as follows (in thousands): 2024 Rental revenues - fixed $ 397,090 Rental revenues - variable (1) 100,426 Rental revenues $ 497,516 (1) Primarily includes rents based on a percentage of tenant gross sales volume and reimbursable expenses such as common area expenses, utilities, insurance and real estate taxes, which are paid on a pro rata basis.
For the year ended December 31, 2025, the components of rental revenues are as follows (in thousands): 2025 Rental revenues - fixed $ 437,255 Rental revenues - variable (1) 113,641 Rental revenues $ 550,896 (1) Primarily includes rents based on a percentage of tenant gross sales volume and reimbursable expenses such as advertising, common area expenses, utilities, insurance and real estate taxes, which are paid on a pro rata basis.
We have elected to be taxed as a REIT for U.S. federal income tax purposes under the Internal Revenue Code. We believe that we are organized and operate in a manner that has allowed us to qualify and will allow us to remain qualified as a REIT under the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code").
We believe that we are organized and operate in a manner that has allowed us to qualify and will allow us to remain qualified as a REIT under the Internal Revenue Code. However, there can be no assurance that we have qualified or will continue to qualify as a REIT for U.S. federal income tax purposes.
Our efforts to engage broad audiences through seasonal events and our digital channels enable our ability to monetize our customer audience for media and sponsorship opportunities with retail partners and nationally trusted brands. 12 Capital Strategy 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.
Capital Strategy 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.
These risks include, but are not limited to, the following: • significant expenditure of money and time on projects that may be delayed or never be completed; • higher than projected construction costs; • shortage of construction materials and supplies; • failure to obtain zoning, occupancy or other governmental approvals or to the extent required, tenant approvals; • late completion because of construction delays, delays in the receipt of zoning, occupancy and other approvals or other factors outside of our control; and • development projects may have defects we do not discover through our inspection processes, including latent defects that may not reveal themselves until many years after we put a property in service.
These risks include, but are not limited to, the following: • significant expenditure of money and time on projects that may be delayed or never be completed; • higher than projected construction costs; • shortage of construction materials and supplies; • failure to obtain zoning, occupancy or other governmental approvals or to the extent required, tenant approvals; • late completion because of construction delays, delays in the receipt of zoning, occupancy and other approvals or other factors outside of our control; and • development projects may have defects we do not discover through our inspection processes, including latent defects that may not reveal themselves until many years after we put a property in service. 18 The realization of any of the above risks could significantly and adversely affect our ability to meet our financial expectations, our financial condition, results of operations, and cash flows, our ability to pay dividends to our shareholders, the market price of our common shares, and our ability to satisfy our debt service obligations.
The Company controls the Operating Partnership as its sole general partner. Tanger LP Trust holds a limited partnership interest in the Operating Partnership. As of December 31, 2024, the Company and its wholly-owned subsidiaries owned 112,738,633 units of the Operating Partnership and the Non-Company LPs collectively owned 4,707,958 Class A common limited partnership units.
The Company controls the Operating Partnership as its sole general partner. Tanger LP Trust holds a limited partnership interest in the Operating Partnership. As of December 31, 2025, the Company and its wholly-owned subsidiaries owned 115,097,359 units of the Operating Partnership and the Non-Company LPs collectively owned 4,662,904 Class A common limited partnership units.
We believe our current balance sheet position is financially sound; 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.
We believe our current balance sheet position is financially sound, particularly given our recent expansion and extension 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.
We focus our efforts on increasing net operating income at our existing centers, renovating and optimizing selected centers and pursuing disciplined external growth in our current markets and potential new markets through selective ground-up development or the acquisition of retail real estate.
Growth Strategy Our goal is to build shareholder value through a comprehensive, disciplined plan for sustained, long-term growth. We focus our efforts on increasing net operating income at our existing centers, renovating and optimizing selected centers and pursuing disciplined external growth in our current markets and potential new markets through selective ground-up development or the acquisition of retail real estate.
We provide numerous training programs, which include topics such as operational training, leadership development, customer service and technology training. We recognize that motivation and rewards are different for individuals at various times in their careers, and a balanced blend of monetary and non-monetary rewards can generate valuable business results. We provide employee benefits on par or above industry standards.
We recognize that motivation and rewards are different for individuals at various times in their careers, and a balanced blend of monetary and non-monetary rewards can generate valuable business results. We provide employee benefits on par or above industry standards.
As a result, our current primary focus is to continually strengthen our capital and liquidity position by controlling our capital expenditure levels, generating positive cash flows from operations to cover our distributions and maintaining appropriate leverage levels.
As a result, we will continue to focus on managing our capital and liquidity position by controlling our capital expenditure levels, generating positive cash flows from operations to cover our distributions and maintaining appropriate leverage levels.
We believe that our extensive expertise in the retail real estate business, access to capital markets, familiarity with real estate markets and our management experience will allow us to evaluate and execute our acquisition strategy successfully over time.
Acquiring retail real estate We may selectively choose to acquire individual properties or portfolios of properties that meet our strategic investment criteria. We believe that our extensive expertise in the retail real estate business, access to capital markets, familiarity with real estate markets and our management experience will allow us to evaluate and execute our acquisition strategy successfully over time.
In 2024 we published our eighth consecutive Environmental, Social, and Governance (“ESG”) Report, reinforcing our commitment to transparency and accountability. We continue to assess and refine our climate-related governance and strategy to remain apace with current regulatory landscape and framework reporting requirements.
In 2025 we published our ninth consecutive report on corporate responsibility initiatives (the "2025 Impact Report"), enumerating our environmental, social and governance practices and programs, reinforcing our commitment to transparency and accountability. We continue to assess and refine our climate-related governance and strategy to remain apace with current regulatory landscape and framework reporting requirements.
Based on cash provided by operations, cash and cash equivalents, our short-term investments, existing lines of credit, ongoing relationships with certain financial institutions and our ability to issue debt or equity subject to market conditions, we believe that we have access to the necessary financing to fund our planned capital expenditures during 2025.
Based on cash provided by operations, cash and cash equivalents, our short-term investments, existing lines of credit, ongoing relationships with certain financial institutions and our ability to issue debt or equity subject to market conditions, we believe that we have access to the necessary financing to fund our planned capital expenditures during 2026. 13 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.
Many of these providers have likewise experienced and expect to continue to experience cyberattacks and other security incidents.
Many of these providers have likewise experienced and expect to continue to experience cyberattacks and other security incidents. Such cyberattacks and security incidents may continue to increase in sophistication and frequency in the future.
Our interest rate hedging arrangements may not effectively limit our interest rate risk exposure. As of December 31, 2024, we had approximately $376.7 million of outstanding indebtedness that bears interest at variable rates, and we may incur more variable rate indebtedness in the future.
As of December 31, 2025, we had approximately $430.7 million of outstanding consolidated indebtedness that bears interest at variable rates, and we may incur more variable rate indebtedness in the future.
As with many technological innovations, the use of artificial intelligence, including generative AI tools (“AI”), presents risks and challenges that could adversely affect our business. We are evaluating AI solutions to assist our employees with research, content generation, and decision support.
As with many technological innovations, the use of artificial intelligence ("AI"), including generative AI tools, presents risks and challenges that could adversely affect our business.
In addition, AI or machine learning models may create incomplete, inaccurate, or otherwise flawed outputs, some of which may appear correct. Due to these issues, these models could lead us to make flawed decisions that could result in adverse consequences to us, including reputational and competitive harm, loss of customers, and legal liability.
Due to these issues, these models could lead us to make flawed decisions that could result in adverse consequences to us, including reputational and competitive harm, loss of customers, and legal liability.
We might be subject to additional costs, such as transaction fees or breakage costs, if we terminate these arrangements. The price per share of our stock may fluctuate significantly.
We might be subject to additional costs, such as transaction fees or breakage costs, if we terminate these arrangements.
In order to maintain our reputation as the premier shopping destination in the markets that we serve, we have an ongoing program of renovations and expansions taking place at our centers.
In order to maintain our reputation as the premier shopping destination in the markets that we serve, we have an ongoing program of renovations and expansions taking place at our centers. Construction for expansion and renovation of existing properties typically takes between six to nine months depending on the scope of the project.
While we carry insurance related to cybersecurity events, our policies may not cover all of the costs and liabilities that could be incurred as the result of cyberattack or other security incident. 28 An increased focus on metrics and reporting related to environmental, social and governance (“ESG”) factors, may impose additional costs and expose us to new risks.
While we carry insurance related to cybersecurity events, our policies may not cover all of the costs and liabilities that could be incurred as the result of cyberattack or other security incident.
Developing new centers We believe that there continue to be opportunities to introduce the Tanger brand in untapped or under-served markets across the United States and Canada in the long-term. We believe our expertise in the outlet and open-air retail industry, extensive development expertise and strong retail relationships give us a distinct competitive advantage.
Developing new centers We believe that there continue to be opportunities to introduce the Tanger brand in untapped or under-served markets across the United States and Canada in the long-term.
Our Core Values of Consider Community First, Seek the Success of Others, Act Fairly and with Integrity and Make it Happen form the foundation of our approach as we set goals to create positive social and economic impact while reducing our environmental footprint. Stakeholder Alignment Stakeholder assessments and business priorities drive the strategy behind our corporate responsibility programs.
Our Core Values of Integrity, Inclusion and Innovation form the foundation of our approach as we set goals to create positive social and economic impact while enhancing the resilience and performance of our business. 15 Stakeholder Alignment Stakeholder assessments and business priorities drive the strategy behind our corporate responsibility programs.
Government Regulations We are subject to regulation by various federal, state, provincial and local agencies. These agencies include the Environmental Protection Agency, Occupational Safety and Health Administration and Department of Labor and Equal Employment Opportunity Commission.
These agencies include the Environmental Protection Agency, Occupational Safety and Health Administration and Department of Labor and Equal Employment Opportunity Commission.
In addition, we support employees with 40 hours per year of paid volunteer time off to encourage volunteering for worthwhile activities in their local communities. Part-time employees are included in our 401(k) plans, which offer immediate vesting and dollar-for-dollar matches for employee contributions up to 3%, and $0.50 for every dollar contributed on the next 2% deferred.
In addition, we support employees with 40 hours per year of paid volunteer time off to encourage volunteering for worthwhile activities in their local communities. Part-time employees are included in our 401(k) plans. This plan allows participants to defer a portion of their compensation and to receive matching contributions for a portion of the deferred amounts.
We believe that this double materiality assessment will provide us with valuable insights that we can use to ensure that our priorities are in alignment with the view and opinions of our stakeholders. Governance and Reporting Our Executive Committee leads the governance of our corporate responsibility programs and is chaired by our General Counsel.
We believe that this double materiality assessment provides us with valuable insights that we can use to ensure that our priorities are aligned with the view and opinions of our stakeholders.
Subject to certain exceptions, a person may not actually or constructively own more than 9.8% of our common shares.
Ownership of the Company's common shares is restricted to preserve the Company's status as a REIT for U.S. federal income tax purposes. Subject to certain exceptions, a person may not actually or constructively own more than 9.8% of our common shares.
If we, our vendors, or third parties experience an actual or perceived privacy or security incident because of the use of AI, we could lose valuable intellectual property and confidential information, and our reputation and the public perception of the effectiveness of our security measures could be harmed.
If we, our vendors, or third parties experience an actual or perceived privacy or security incident because of the use of AI, we could lose valuable intellectual property and confidential information, and our reputation and the public perception of the effectiveness of our security measures could be harmed. 34 Independent of its context of use, AI technology is generally highly reliant on the collection and analysis of large amounts of data, and it is not possible or practicable to incorporate all relevant data into the model that AI technology utilizes to operate.
Views about ESG have become a consideration in investment decisions, and as investors evaluate investment decisions, many investors look not only at company disclosures but also to ESG rating systems that have been developed by third parties to allow ESG comparisons among companies.
At the same time, regulators and other stakeholders have increasingly expressed or pursued opposing views, legislation and investment expectations with respect to sustainability initiatives, including the enactment or proposal of “anti-environmental, social and governance” legislation or policies. 35 Views about environmental, social and governance issues have become a consideration in investment decisions, and as investors evaluate investment decisions, many investors look not only at company disclosures but also to environmental, social and governance rating systems that have been developed by third parties to allow environmental, social and governance comparisons among companies.
As of December 31, 2024, the Operating Partnership guaranteed joint venture-related mortgage indebtedness of $10.0 million. A default by a joint venture under its debt obligations would expose us to liability under a guaranty.
Nevertheless, the joint venture’s failure to satisfy its debt obligations could result in the loss of our investment therein. As of December 31, 2025, the Operating Partnership did not guarantee any unconsolidated joint venture-related mortgage indebtedness. A default by a joint venture under its debt obligations would expose us to liability under a guaranty.
We believe we comply, in all material respects, with existing applicable statutes and regulations affecting environmental issues and our employment, workplace health and workplace safety practices, and compliance with such statutes and regulations has no material effect on our capital expenditures, earnings or competitive position.
We believe we comply, in all material respects, with existing applicable statutes and regulations affecting environmental issues and our employment, workplace health and workplace safety practices, and compliance with such statutes and regulations has no material effect on our capital expenditures, earnings or competitive position. 16 Recent Developments Acquisitions In February 2025, we acquired a 640,000-square-foot open-air, grocery-anchored mixed-use center in Cleveland, Ohio for $167.0 million using cash on hand and available liquidity.
In order to help ensure the viability of proceeding with a project, we first gauge the interest of our retail partners.
We believe our expertise in the outlet and open-air retail industry, extensive development expertise and strong retail relationships give us a distinct competitive advantage. 12 In order to help ensure the viability of proceeding with a project, we first gauge the interest of our retail partners.
The determination of various factual matters and circumstances not entirely within our control may affect our ability to continue to qualify as a REIT.
Qualification as a REIT involves the application of highly technical and complex Internal Revenue Code provisions for which there are only limited judicial or administrative interpretations. The determination of various factual matters and circumstances not entirely within our control may affect our ability to continue to qualify as a REIT.
Therefore, issues that we identify as “material” from an ESG perspective are not necessarily material to the Company under the U.S. federal securities laws and regulations. 15 The contents of our ESG Report, our corporate policies and related disclosures are not incorporated by reference into this Annual Report and do not form a part of this Annual Report.
This is the case even where we use the word “material” or “materiality” in our environmental, social and governance disclosures. Therefore, issues that we identify as “material” from an environmental, social and governance perspective are not necessarily material to the Company under the U.S. federal securities laws and regulations.
As of December 31, 2024, we had interest rate hedging agreements in place for $325.0 million of variable rate cash flows which expire between February 1, 2026 and January 1, 2027. We manage our exposure to interest rate risk by periodically entering into interest rate hedging agreements to effectively fix a portion of our variable rate debt.
We manage our exposure to interest rate risk by periodically entering into interest rate hedging agreements to effectively fix a portion of our variable rate debt.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeItem 1A. Risk Factors 16 Item 1B. Unresolved Staff Comments 30 Item 1C. Cybersecurity 31 Item 2. Properties 33 Item 3. Legal Proceedings 40 Item 4. Mine Safety Disclosures 40 Information about our Executive Officers 40 Part II Item 5.
Biggest changeItem 1A. Risk Factors 18 Item 1B. Unresolved Staff Comments 36 Item 1C. Cybersecurity 37 Item 2. Properties 39 Item 3. Legal Proceedings 46 Item 4. Mine Safety Disclosures 46 Information about the Executive Officers of Tanger Inc. 46 Part II Item 5.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosures 69 Item 9A. Controls and Procedures 70 Item 9B. Other Information 72 Part III Item 10. Directors, Executive Officers and Corporate Governance 73 Item 11. Executive Compensation 75 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 75 Item 13.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosures 77 Item 9A. Controls and Procedures 78 Item 9B. Other Information 80 Part III Item 10. Directors, Executive Officers and Corporate Governance 80 Item 11. Executive Compensation 81 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 81 Item 13.
Certain Relationships, Related Transactions, and Director Independence 76 Item 14. Principal Accounting Fees and Services 76 Part IV Item 15. Exhibits and Financial Statement Schedules 76 Item 16. Form 10-K Summary 81 7
Certain Relationships, Related Transactions, and Director Independence 82 Item 14. Principal Accounting Fees and Services 82 Part IV Item 15. Exhibits and Financial Statement Schedules 82 Item 16. Form 10-K Summary 87 9
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 42 Item 6. [Reserved] 45 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 46 Item 7A. Qualitative and Quantitative Disclosure About Market Risk 68 Item 8. Financial Statements and Supplementary Data 69 Item 9.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 48 Item 6. [Reserved] 51 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 52 Item 7A. Qualitative and Quantitative Disclosure About Market Risk 76 Item 8. Financial Statements and Supplementary Data 77 Item 9.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeITEM 1C. CYBERSECURITY Risk management and strategy We recognize the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data. Our corporate information technology, communication networks, enterprise applications, accounting and financial reporting platforms, and related systems are necessary for the operation of our business.
Biggest changeITEM 1C. CYBERSECURITY Risk management and strategy We recognize the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data. Our corporate technology, communication networks, enterprise applications, accounting and financial reporting platforms, and related systems are necessary for the operation of our business.
These discussions include the Company’s risk assessment and risk management policies. 31 Management’s Role Managing Risk Assessing, identifying and managing cybersecurity related risks are integrated into our overall enterprise risk management ("ERM") process. Cybersecurity related risks are included in the population that the ERM function evaluates to assess the top risks to the enterprise on a quarterly basis.
These discussions include the Company’s risk assessment and risk management policies. 37 Management’s Role Managing Risk Assessing, identifying and managing cybersecurity related risks are integrated into our overall enterprise risk management ("ERM") process. Cybersecurity related risks are included in the population that the ERM function evaluates to assess the top risks to the enterprise on a quarterly basis.
As of the date of this Annual Report, we have not experienced any cybersecurity incidents that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition. 32
As of the date of this Annual Report, we have not experienced any cybersecurity incidents that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition. 38

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeExcept as noted, all properties are fully owned: Property Name Location Legal Ownership % Square Feet (4) % Occupied (4) Consolidated Centers Tanger Outlets Deer Park Deer Park, NY 100 737,473 100.0 Tanger Outlets Riverhead Riverhead, NY (1) 100 729,280 96.0 Bridge Street Town Centre, a Tanger Property Huntsville, AL 100 650,941 95.0 Tanger Outlets Foley Foley, AL 100 554,736 98.7 Tanger Outlets Rehoboth Beach Rehoboth Beach, DE (1) 100 547,937 98.4 Tanger Outlets Atlantic City Atlantic City, NJ (1) (3) 100 484,748 87.7 Tanger Outlets San Marcos San Marcos, TX 100 471,816 99.5 Tanger Outlets Sevierville Sevierville, TN (1) 100 450,079 100.0 Tanger Outlets Savannah Savannah, GA 100 449,583 100.0 Tanger Outlets Myrtle Beach Hwy 501 Myrtle Beach, SC 100 426,523 98.7 Tanger Outlets Phoenix Glendale, AZ 100 410,753 100.0 Tanger Outlets Myrtle Beach Hwy 17 Myrtle Beach, SC (1) 100 404,341 100.0 Tanger Outlets Charleston Charleston, SC 100 386,328 99.5 Tanger Outlets Asheville Asheville, NC 100 381,600 98.4 Tanger Outlets Lancaster Lancaster, PA 100 376,203 100.0 Tanger Outlets Pittsburgh Pittsburgh, PA 100 373,863 99.8 Tanger Outlets Commerce Commerce, GA 100 371,408 99.3 Tanger Outlets Grand Rapids Grand Rapids, MI 100 357,133 97.5 Tanger Outlets Forth Worth Fort Worth, TX 100 351,834 100.0 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 (2) (3) 50 324,801 100.0 Tanger Outlets Locust Grove Locust Grove, GA 100 321,082 99.2 Tanger Outlets Gonzales Gonzales, LA 100 321,066 100.0 Tanger Outlets Mebane Mebane, NC 100 319,762 100.0 Tanger Outlets Howell Howell, MI 100 314,438 93.3 Tanger Outlets at Foxwoods Mashantucket, CT (1) 100 311,229 91.1 Tanger Outlets Nashville Nashville, TN 100 290,667 96.7 The Promenade at Chenal, a Tanger Property Little Rock, AR 100 269,642 91.1 Tanger Outlets Tilton Tilton, NH 100 250,558 100.0 Tanger Outlets Hershey Hershey, PA 100 249,696 100.0 Tanger Outlets Hilton Head II Hilton Head, SC 100 206,564 95.1 Tanger Outlets Hilton Head I Hilton Head, SC 100 181,687 97.1 Total 12,959,323 98.0 (5) (1) These properties or a portion thereof are subject to a ground lease.
Biggest changeExcept as noted, all properties are fully owned: Consolidated Centers Property Name Location Legal Ownership % Square Feet (1) % Occupied (1) Tanger Outlets Deer Park Deer Park, NY 100 737,473 100.0 Tanger Outlets Riverhead Riverhead, NY (2) 100 729,377 98.4 Tanger Outlets Kansas City at Legends Kansas City, KS (3) 100 688,584 96.2 Bridge Street Town Centre, a Tanger Property Huntsville, AL 100 651,016 92.9 Pinecrest, a Tanger Property Cleveland, OH 100 638,396 98.2 Tanger Outlets Foley Foley, AL 100 554,736 94.0 Tanger Outlets Rehoboth Beach Rehoboth Beach, DE (2) 100 547,937 100.0 Tanger Outlets Savannah Savannah, GA 100 487,207 100.0 Tanger Outlets Atlantic City Atlantic City, NJ (2) (3) 100 484,748 80.7 Tanger Outlets San Marcos San Marcos, TX 100 471,816 99.3 Tanger Outlets Sevierville Sevierville, TN (2) 100 450,079 100.0 Tanger Outlets Myrtle Beach Hwy 501 Myrtle Beach, SC 100 426,523 99.0 Tanger Outlets Phoenix Glendale, AZ 100 410,753 100.0 Tanger Outlets Myrtle Beach Hwy 17 Myrtle Beach, SC (2) 100 404,341 100.0 Tanger Outlets Charleston Charleston, SC 100 386,328 100.0 Tanger Outlets Lancaster Lancaster, PA 100 377,417 100.0 Tanger Outlets Asheville Asheville, NC 100 376,432 97.4 Tanger Outlets Pittsburgh Pittsburgh, PA 100 373,863 100.0 Tanger Outlets Commerce Commerce, GA 100 371,408 100.0 Tanger Outlets Grand Rapids Grand Rapids, MI 100 357,133 97.0 Tanger Outlets Forth 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) 50 325,831 100.0 Tanger Outlets Gonzales Gonzales, LA 100 322,063 98.9 Tanger Outlets Atlanta Locust Grove, GA 100 321,082 100.0 Tanger Outlets Mebane Mebane, NC 100 319,762 100.0 Tanger Outlets at Foxwoods Mashantucket, CT (2) 100 311,229 95.6 Tanger Outlets Nashville Nashville, TN 100 290,667 100.0 The Promenade at Chenal, a Tanger Property Little Rock, AR 100 269,642 98.1 Tanger Outlets Tilton Tilton, NH 100 250,558 98.6 Tanger Outlets Hershey Hershey, PA 100 249,696 100.0 Tanger Outlets Hilton Head II Hilton Head, SC 100 206,564 100.0 Tanger Outlets Hilton Head I Hilton Head, SC 100 182,735 100.0 Total 14,008,849 98.0 (1) Excludes square footage and occupancy associated with ground leases to tenants.
(2) Represents the percentage of total square footage at the beginning of each year that is scheduled to expire during the respective year. 37 Leasing activity The following table sets forth leasing activity for each of the calendar years for comparable space for executed leases for consolidated centers.
(2) Represents the percentage of total square footage at the beginning of each year that is scheduled to expire during the respective year. 43 Leasing activity The following table sets forth leasing activity for each of the calendar years for comparable space for executed leases for consolidated centers.
The increase from 2023 predominantly relates to higher tenant occupancy costs. 38 Tenants The following table sets forth certain information for our consolidated centers with respect to our 25 largest tenants based on total annualized base rent as of December 31, 2024 (1) : Tenant Brands # of Stores Gross Leasable Area (GLA) % of Total GLA % of Total Annualized Base Rent (2) The Gap, Inc.
The increase from 2024 predominantly relates to higher tenant occupancy costs. 44 Tenants The following table sets forth certain information for our consolidated centers with respect to our 25 largest tenants based on total annualized base rent as of December 31, 2025 (1) : Tenant Brands # of Stores Gross Leasable Area (GLA) % of Total GLA % of Total Annualized Base Rent (2) The Gap, Inc.
Includes rents that are based on a percentage of gross sales in lieu of fixed contractual rents and ground lease rents. 39
Includes rents that are based on a percentage of gross sales in lieu of fixed contractual rents and ground lease rents. 45
Expiring leases The following table sets forth information regarding the expiring leases for our consolidated centers during each of the last five calendar years: Total Expiring Renewed by Existing Tenants Year (1) Square Feet (in 000's) % of Total Center Square Feet (2) Square Feet (in 000's) % of Expiring Square Feet 2024 2,228 17 1,692 76 2023 1,766 14 1,642 93 2022 1,968 17 1,559 79 2021 1,728 15 1,359 79 2020 1,526 13 1,096 72 (1) Excludes data for properties sold in each respective year.
Expiring leases The following table sets forth information regarding the expiring leases for our consolidated centers during each of the last five calendar years: Total Expiring Renewed by Existing Tenants Year (1) Square Feet (in 000's) % of Total Center Square Feet (2) Square Feet (in 000's) % of Expiring Square Feet 2025 2,610 19 1,972 76 2024 2,228 17 1,692 76 2023 1,766 14 1,642 93 2022 1,968 17 1,559 79 2021 1,728 15 1,359 79 (1) Excludes data for properties sold in each respective year.
Average annual base rent excludes common area maintenance and reimbursements. 36 Lease Expirations The following table sets forth, as of December 31, 2024, scheduled lease expirations for our consolidated centers, assuming none of the tenants exercise renewal options: Year No. of Leases Expiring Approx.
Average annual base rent excludes tenant payments for common area maintenance and reimbursements. 42 Lease Expirations The following table sets forth, as of December 31, 2025, scheduled lease expirations for our consolidated centers, assuming none of the tenants exercise renewal options: Year No. of Leases Expiring Approx.
Property Name Location Square Feet Managed Properties Tanger Outlets Palm Beach Palm Beach, FL 457,326 Tanger Place Palm Beach Palm Beach, FL 300,830 Total 758,156 Base Rents and Occupancy Rates The following table sets forth our year end occupancy and average annual base rent per square foot during each of the last five calendar years for our consolidated centers: 2024 2023 2022 2021 2020 Occupancy 98 % 97 % 97 % 95 % 92 % Average annual base rent per square foot $ 26.83 $ 26.07 $ 25.25 $ 23.79 $ 21.10 (1) Average annual base rent per square foot is calculated based on base rental revenues recognized during the year on a straight-line basis including non-cash adjustments to base rent required by United States Generally Accepted Accounting Principles ("GAAP") and the effects of inducements and rent concessions divided by the weighted average total square feet of the consolidated portfolio.
Managed Property Location Square Feet Tanger Outlets Palm Beach Palm Beach, FL 457,326 Base Rents and Occupancy Rates The following table sets forth our year end occupancy and average annual base rent per square foot during each of the last five calendar years for our consolidated centers: 2025 2024 2023 2022 2021 Occupancy 98% 98% 97% 97% 95% Average annual base rent per square foot (1) $27.77 $26.83 $26.07 $25.25 $23.79 (1) Average annual base rent per square foot is calculated based on base rental revenues recognized during the year on a straight-line basis including non-cash adjustments to base rent required by United States Generally Accepted Accounting Principles ("GAAP") and the effects of inducements and rent concessions divided by the weighted average total square feet of the consolidated portfolio.
Our portfolio also includes two managed centers totaling approximately 760,000 square feet. Each of our outlet centers, except one joint venture property, features the Tanger brand name. Our consolidated centers range in size from 181,687 to 737,473 square feet. The centers are generally located near tourist destinations or along major interstate highways to provide visibility and accessibility to potential customers.
Our portfolio also includes one managed center totaling approximately 457,000 square feet. Each of our outlet centers, except one joint venture property, features the Tanger brand name. Our consolidated centers range in size from 182,735 to 737,473 square feet. The centers are generally located near tourist destinations or along major interstate highways to provide visibility and accessibility to potential customers.
ITEM 2. PROPERTIES As of December 31, 2024, our consolidated portfolio consisted of 31 outlet centers and two open-air lifestyle centers, totaling 13.0 million square feet located in 19 states. We own interests in six other outlet centers totaling approximately 2.1 million square feet through unconsolidated joint ventures, including two outlet centers located in Canada.
ITEM 2. PROPERTIES As of December 31, 2025, our consolidated portfolio consisted of 31 outlet centers and three open-air lifestyle centers, totaling 14.0 million square feet located in 21 states. We own interests in six other outlet centers totaling approximately 2.1 million square feet through unconsolidated joint ventures, including two outlet centers located in Canada.
Renewals of Existing Leases Stores Re-leased to New Tenants Initial Rent (2) Initial Rent (2) ($ per sq. ft.) ($ per sq. ft.) Year Square Feet (in 000's) New Rent Spread % (3) Square Feet (in 000's) New Rent Spread % (3) 2024 1,850 $ 35.37 14 126 $ 48.19 37 2023 1,711 $ 37.78 12 157 $ 46.58 37 2022 1,693 $ 30.72 9 122 $ 43.47 28 2021 978 $ 31.08 — 192 $ 29.27 (4) 2020 1,077 $ 22.90 (8) 91 $ 30.02 (5) (1) For consolidated properties owned as of the period-end date.
Renewals of Existing Leases Stores Re-leased to New Tenants Initial Rent (2) Initial Rent (2) ($ per sq. ft.) ($ per sq. ft.) Year Square Feet (in 000's) New Rent Spread % (3) Square Feet (in 000's) New Rent Spread % (3) 2025 2,265 $ 37.46 6 334 $ 50.03 31 2024 1,850 $ 35.37 14 126 $ 48.19 37 2023 1,711 $ 37.78 12 157 $ 46.58 37 2022 1,693 $ 30.72 9 122 $ 43.47 28 2021 978 $ 31.08 — 192 $ 29.27 (4) (1) For consolidated properties owned as of the period-end date.
As of December 31, 2024, of the 33 centers in our consolidated portfolio, we own the land underlying 27 and have ground leases on all or a portion of six centers.
As of December 31, 2025, of the 34 centers in our consolidated portfolio, we own the land underlying 28 and have ground leases on all or a portion of six centers.
See Note 6 to the consolidated financial statements for further details of our joint ventures' debt obligations.
(2) Property encumbered by mortgage. See Note 5 to the consolidated financial statements for further details of our joint ventures' debt obligations.
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 operating expenses resulting from inflation. 33 The following table summarizes certain information with respect to our consolidated centers as of December 31, 2024: State Number of Centers Square Feet % of Square Feet South Carolina 5 1,605,443 12 New York 2 1,466,753 11 Alabama 2 1,205,677 9 Georgia 3 1,142,073 9 Pennsylvania 3 999,762 8 Texas 2 823,650 6 Tennessee 2 740,746 6 North Carolina 2 701,362 5 Michigan 2 671,571 5 Delaware 1 547,937 4 New Jersey 1 484,748 4 Arizona 1 410,753 3 Florida 1 351,691 3 Missouri 1 329,861 3 Mississippi 1 324,801 3 Louisiana 1 321,066 3 Connecticut 1 311,229 2 Arkansas 1 269,642 2 New Hampshire 1 250,558 2 Total 33 12,959,323 100 34 The following table summarizes certain information with respect to our consolidated centers in which we have an ownership interest as of December 31, 2024.
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 operating expenses resulting from inflation. 39 The following table summarizes certain information with respect to our consolidated centers as of December 31, 2025: State Number of Centers Square Feet % of Square Feet South Carolina 5 1,606,491 12 New York 2 1,466,850 10 Alabama 2 1,205,752 9 Georgia 3 1,179,697 8 Pennsylvania 3 1,000,976 7 Texas 2 823,717 6 Tennessee 2 740,746 5 North Carolina 2 696,194 5 Kansas 1 688,584 5 Ohio 1 638,396 5 Delaware 1 547,937 4 New Jersey 1 484,748 3 Arizona 1 410,753 3 Michigan 1 357,133 3 Florida 1 351,691 3 Missouri 1 329,861 2 Mississippi 1 325,831 2 Louisiana 1 322,063 2 Connecticut 1 311,229 2 Arkansas 1 269,642 2 New Hampshire 1 250,558 2 Total 34 14,008,849 100 40 The following table summarizes certain information with respect to our consolidated centers in which we have an ownership interest as of December 31, 2025.
(2) Based on capital contribution and distribution provisions in the joint venture agreement, we expect our economic interest in the venture's cash flow to be greater than our legal ownership percentage. We currently receive substantially all the economic interest of the property. (3) Property encumbered by mortgage.
(4) Based on capital contribution and distribution provisions in the joint venture agreement, we expect our economic interest in the venture's cash flow to be greater than our legal ownership percentage.
We have an ongoing strategy of acquiring centers, developing new centers and expanding existing centers. See “Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” for a discussion of the cost of such programs and the sources of financing thereof.
See “Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” for a discussion of the cost of such programs and the sources of financing thereof.
The following table sets forth for tenants that report sales, for each of the last five calendar years, tenant occupancy costs per square foot as a percentage of reported tenant sales per square foot for our consolidated centers: Year Occupancy Costs as a % of Tenant Sales 2024 9.5 2023 9.3 2022 8.6 2021 8.1 2020 N/A (1) (1) As a result of the COVID-19 pandemic, retailers' stores were closed for much of the second quarter of 2020 due to mandates by order of local and state authorities.
The following table sets forth for tenants that report sales, for each of the last five calendar years, tenant occupancy costs per square foot as a percentage of reported tenant sales per square foot for our consolidated centers: Year Occupancy Costs as a % of Tenant Sales 2025 9.7 2024 9.5 2023 9.3 2022 8.6 2021 8.1 As of December 31, 2025, our occupancy cost ratio increased to 9.7%.
(5) Total excludes the Nashville, TN center, which opened in October 2023 and has yet to stabilize. 35 Property Name Location Legal Ownership % Square Feet % Occupied Unconsolidated joint venture properties Charlotte Premium Outlets Charlotte, NC (1) 50 398,674 98.2 Tanger Outlets Ottawa Ottawa, ON 50 357,213 100.0 Tanger Outlets Columbus Columbus, OH (1) 50 355,245 100.0 Tanger Outlets Houston Texas City, TX (1) 50 352,705 99.2 Tanger Outlets National Harbor National Harbor, MD (1) 50 341,156 98.9 Tanger Outlets Cookstown Cookstown, ON 50 307,883 93.8 Total 2,112,876 98.4 (1) Property encumbered by mortgage.
We currently receive substantially all the economic interest of the property. 41 Unconsolidated joint venture properties Property Name Location Legal Ownership % Square Feet (1) % Occupied (1) Charlotte Premium Outlets Charlotte, NC (2) 50 398,674 98.6 Tanger Outlets Ottawa Ottawa, Ontario 50 357,213 99.6 Tanger Outlets Columbus Columbus, OH (2) 50 355,245 100.0 Tanger Outlets Houston Texas City, TX (2) 50 352,705 99.0 Tanger Outlets National Harbor National Harbor, MD (2) 50 341,156 100.0 Tanger Outlets Cookstown Cookstown, Ontario 50 307,883 96.8 Total 2,112,876 99.0 (1) Excludes square footage and occupancy associated with ground leases to tenants.
Athleta, Banana Republic, Gap, Old Navy 91 952,706 7.4 % 5.4 % KnitWell Group LLC; Lane Bryant Brands Opco LLC Ann Taylor, Chicos, Lane Bryant, Loft, Soma Intimates, Talbots, White House/Black Market 118 528,931 4.1 % 5.0 % Tapestry, Inc. Coach, Kate Spade 52 245,013 1.9 % 3.2 % Under Armour, Inc.
Athleta, Banana Republic, Gap, Old Navy 90 935,042 6.7 % 5.1 % KnitWell Group LLC; Lane Bryant Brands Opco LLC Ann Taylor, Chicos, Lane Bryant, Loft, Soma Intimates, Talbots, White House/Black Market 111 506,427 3.6 % 4.4 % American Eagle Outfitters, Inc. Aerie, American Eagle Outfitters, Offline by Aerie 53 337,174 2.4 % 3.1 % Tapestry, Inc.
Vera Bradley 23 86,557 0.7 % 1.2 % Total of Top 25 tenants 992 6,250,401 48.5 % 55.6 % (1) Excludes leases that have been entered into but which tenant has not yet taken possession, leases that have turned over but are not open and temporary leases.
H&M 19 409,893 2.9 % 1.2 % Ralph Lauren Corporation Polo Children, Polo Ralph Lauren 29 349,035 2.5 % 1.2 % Total of Top 25 tenants 987 6,178,944 44.0 % 51.8 % (1) Excludes leases that have been entered into but which tenant has not yet taken possession, leases that have turned over but are not open and temporary leases.
Converse, Nike 32 397,580 3.1 % 2.4 % Columbia Sportswear Company Columbia Sportswear 25 192,934 1.5 % 2.2 % Signet Jewelers Limited Banter by Piercing Pagoda, Jared, Kay Jewelers, Zales 52 112,473 0.9 % 2.1 % Luxottica Group S.p.A. Lenscrafters, Oakley, Sunglass Hut 62 97,970 0.8 % 1.9 % Carter’s, Inc.
Calvin Klein, Tommy Hilfiger 35 264,546 1.9 % 2.3 % Signet Jewelers Limited Banter by Piercing Pagoda, Jared, Kay Jewelers, Zales 52 112,739 0.8 % 2.0 % Columbia Sportswear Company Columbia Sportswear 24 182,250 1.3 % 1.9 % Skechers USA, Inc. Skechers 28 202,122 1.4 % 1.8 % Luxottica Group S.p.A.
Square Feet (in 000's) (1) Average Annualized Base Rent per sq. ft Annualized Base Rent (in 000's) (2) % of Annualized Base Rent Represented by Expiring Leases 2025 521 2,479 $ 30.42 $ 75,406 23 2026 460 2,056 29.65 60,959 19 2027 320 1,682 29.18 49,077 15 2028 279 1,631 27.68 45,160 13 2029 191 884 32.21 28,472 9 2030 97 669 28.72 19,203 6 2031 54 285 30.11 8,586 2 2032 65 480 28.27 13,565 4 2033 63 323 36.64 11,820 4 2034 66 303 35.13 10,631 3 2035 and after 27 164 38.29 6,261 2 2,143 10,956 $ 30.05 $ 329,140 100 (1) Excludes leases that have been entered into but which tenant has not yet taken possession, vacant space, leases that have turned over but are not open, and temporary leases, totaling in the aggregate approximately 2.0 million square feet of our consolidated centers. 2025 lease expirations include month-to-month leases.
Square Feet (in 000's) (1) Average Annualized Base Rent per sq. ft Annualized Base Rent (in 000's) (2) % of Annualized Base Rent Represented by Expiring Leases 2026 498 1,943 $ 32.88 $ 63,888 18 2027 441 2,282 30.06 68,598 19 2028 387 2,257 28.73 64,852 18 2029 241 1,241 31.83 39,498 11 2030 218 1,355 30.34 41,117 11 2031 113 696 25.84 17,974 5 2032 78 519 29.74 15,430 4 2033 84 444 36.72 16,305 5 2034 70 311 38.83 12,061 3 2035 61 283 37.00 10,474 3 2036 and after 52 401 30.53 12,249 3 2,243 11,732 $ 30.89 $ 362,446 100 (1) Excludes leases that have been entered into but which tenant has not yet taken possession, vacant space, leases that have turned over but are not open, and temporary leases, and residential, totaling in the aggregate approximately 2.3 million square feet of our consolidated centers. 2026 lease expirations include month-to-month leases.
The stores at the center are complemented by an expansive menu of entertainment and dining options. We believe that our centers are well diversified geographically and by tenant and that we are not dependent upon any single property or tenant. No property comprises more than 10% or more of our consolidated total assets or revenues as of December 31, 2024.
The center is Kansas' only outlet center and serves as the retail anchor of Village West, the state's top tourist destination. We believe that our centers are well diversified geographically and by tenant and that we are not dependent upon any single property or tenant.
See Notes 8 and 9 to the consolidated financial statements for further details of our debt obligations. (4) Excludes square footage and occupancy associated with ground leases to tenants.
(2) These properties or a portion thereof are subject to a ground lease. (3) Property encumbered by mortgage. See Notes 7 and 8 to the consolidated financial statements for further details of our debt obligations.
Under Armour, Under Armour Youth 31 280,232 2.2 % 3.1 % American Eagle Outfitters, Inc. Aerie, American Eagle Outfitters, Offline by Aerie 49 321,388 2.5 % 3.1 % Catalyst Brands Aéropostale, Brooks Brothers, Eddie Bauer, Forever 21, Lucky Brands, Nautica 66 392,421 3.0 % 3.0 % PVH Corp. Calvin Klein, Tommy Hilfiger 38 283,670 2.2 % 2.6 % Nike, Inc.
Coach, Kate Spade 54 255,319 1.8 % 3.0 % Under Armour, Inc. Under Armour, Under Armour Youth 31 286,213 2.0 % 2.9 % Catalyst Brands Aéropostale, Brooks Brothers, Eddie Bauer, Lucky Brands, Nautica 55 283,039 2.0 % 2.6 % Nike, Inc. Converse, Nike 34 407,245 2.9 % 2.4 % PVH Corp.
Removed
Given the fewer than twelve months of sales reported by our tenants for 2020, an average tenant occupancy cost is not provided for this period. As of December 31, 2024, our occupancy cost ratio increased to 9.5%.
Added
The stores at the center are complemented by an expansive menu of entertainment and dining options. In September 2025, we acquired a 690,000-square-foot open-air outlet center in Kansas City, Kansas for $130.0 million, including the assumption of a $115.0 million, 7.57% interest-only mortgage, with an effective rate of 6.0% that matures in November 2027.
Removed
Carters, OshKosh B'gosh 39 174,221 1.3 % 1.9 % Rack Room Shoes Off Broadway Shoes, Rack Room Shoes 25 178,348 1.4 % 1.8 % Adidas AG Adidas 26 188,193 1.5 % 1.8 % Skechers USA, Inc.
Added
No property comprises more than 10% or more of our consolidated total assets or revenues as of December 31, 2025. We have an ongoing strategy of acquiring centers, developing new centers and expanding existing centers.
Removed
Skechers 29 163,527 1.3 % 1.8 % Capri Holdings Limited Michael Kors, Michael Kors Mens 28 142,986 1.1 % 1.8 % Levi Strauss & Co. Levi's 29 121,946 0.9 % 1.6 % V. F. Corporation Dickies, The North Face, Timberland, Vans, Work Authority 27 143,805 1.1 % 1.6 % H & M Hennes & Mauritz LP.
Added
Lenscrafters, Oakley, Sunglass Hut 63 99,654 0.7 % 1.8 % Carter’s, Inc. Carters, OshKosh B'gosh 39 174,207 1.2 % 1.7 % Rack Room Shoes Off Broadway Shoes, Rack Room Shoes 24 166,386 1.2 % 1.7 % Adidas AG Adidas 24 177,199 1.3 % 1.6 % Capri Holdings Limited Michael Kors 27 140,676 1.0 % 1.6 % Crocs Inc.
Removed
H&M 19 406,125 3.1 % 1.4 % Ralph Lauren Corporation Polo Children, Polo Ralph Lauren 30 348,637 2.7 % 1.4 % Caleres Inc. Famous Footwear 23 138,321 1.1 % 1.4 % Victoria's Secret & Co. Pink by Victoria's Secret, Victoria's Secret 17 118,399 0.9 % 1.3 % Crocs Inc.
Added
Crocs, Hey Dude 48 133,489 1.0 % 1.5 % Levi Strauss & Co. Levi's 29 122,577 0.9 % 1.5 % V. F. Corporation The North Face, Timberland, Vans 27 140,402 1.0 % 1.4 % Victoria's Secret & Co. Pink by Victoria's Secret, Victoria's Secret 21 146,021 1.0 % 1.4 % J. Crew J. Crew Factory, J.
Removed
Crocs, Hey Dude 36 99,254 0.8 % 1.3 % Hilco Consumer - Retail Hanesbrands, Maidenform 25 134,764 1.0 % 1.3 % Vera Bradley, Inc.
Added
Crew The Men's Shop, Madewell 23 123,928 0.9 % 1.3 % Caleres Inc. Allen Edmonds, Famous Footwear 23 131,622 0.9 % 1.2 % Vera Bradley, Inc. Vera Bradley 24 91,739 0.7 % 1.2 % H & M Hennes & Mauritz LP.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

10 edited+3 added−1 removed9 unchanged
Biggest changeStein’s innovative approach to deal making and relationship-driven mentality has made him one of the most respected and productive persons in the industry. He also has more than eight years of experience in the retail brokerage industry as a Managing Director of Retail for Newmark, CBRE and Cushman & Wakefield, all of which are commercial real estate companies. Mr.
Biggest changeHe also has more than eight years of experience in the retail brokerage industry as a Managing Director of Retail for Newmark, CBRE and Cushman & Wakefield, all of which are commercial real estate companies. Mr. Stein’s major responsibilities include managing the leasing strategies for Tanger’s operating properties, as well as expansions and new developments.
Bilerman served in various other leadership capacities at Citigroup, Inc. since 2004, and previously was employed by Goldman Sachs from 1998 to 2004 in Investment Banking and then in Equity Research. He is a graduate of McGill University with a double major in finance and strategic management. 40 Leslie A. Swanson. Ms.
Bilerman served in various other leadership capacities at Citigroup, Inc. since 2004, and previously was employed by Goldman Sachs from 1998 to 2004 in Investment Banking and then in Equity Research. He is a graduate of McGill University with a double major in finance and strategic management. 46 Leslie A. Swanson. Ms.
ITEM 4. MINE SAFETY DISCLOSURES Not applicable. INFORMATION ABOUT THE EXECUTIVE OFFICERS OF TANGER INC. The following table sets forth certain information concerning the Company's executive officers. The Operating Partnership does not have executive officers: Name Age Position Stephen J. Yalof 62 Director, President and Chief Executive Officer Michael J.
ITEM 4. MINE SAFETY DISCLOSURES Not applicable. INFORMATION ABOUT THE EXECUTIVE OFFICERS OF TANGER INC. The following table sets forth certain information concerning the Company's executive officers. The Operating Partnership does not have executive officers: Name Age Position Stephen J. Yalof 63 Director, President and Chief Executive Officer Michael J.
Bilerman served as a Managing Director at Citigroup Inc., a global financial services company, from 2008 to 2022, leading the firm’s global real estate investment research franchise and the US Real Estate & Lodging team, which had coverage of over 250 publicly traded companies globally across all real estate and infrastructure sectors. Over his career, Mr.
Bilerman served as a Managing Director at Citigroup Inc., a global financial services company, from 2008 to 2022, leading the firm’s global real estate investment research franchise and the U.S. Real Estate & Lodging team, which had coverage of over 250 publicly traded companies globally across all real estate and infrastructure sectors. Over his career, Mr.
Prior to joining the Company, Mr. Yalof spent six years as the Chief Executive Officer of Simon Premium Outlets of the Simon Property Group, Inc., a commercial real estate company and mall operator, from September 2014 to April 2020, where he drove forward the expansion and development of their real estate portfolio.
Yalof spent six years as the Chief Executive Officer of Simon Premium Outlets of the Simon Property Group, Inc., a commercial real estate company and mall operator, from September 2014 to April 2020, where he drove forward the expansion and development of their real estate portfolio.
Ms. Norman joined the Company in September 2023 as Executive Vice President - General Counsel and Secretary. Prior to joining the Company, she served as Chief Legal Officer of Independence Realty Trust ("IRT"), a publicly traded REIT that owns and operates multifamily apartment properties across non-gateway U.S. markets.
Prior to joining the Company, she served as Chief Legal Officer of Independence Realty Trust ("IRT"), a publicly traded REIT that owns and operates multifamily apartment properties across non-gateway U.S. markets.
Yalof . Mr. Yalof has served as a director of the Company since July 2020, and as President and Chief Executive Officer since January 2021. Mr. Yalof joined the Company in April 2020 as President and Chief Operating Officer, bringing with him over 25 years of experience in the commercial real estate industry, primarily in the retail space.
Yalof joined the Company in April 2020 as President and Chief Operating Officer, bringing with him over 25 years of experience in the commercial real estate industry, primarily in the retail space. Prior to joining the Company, Mr.
Mr. Stein joined the Company in October 2021 as Executive Vice President - Leasing. Prior to joining the Company, he served as Senior Vice President of Leasing at Simon Property Group, Inc., a commercial real estate company, for 10 years. A consistent top producer and key member of their leadership team, Mr.
Mr. Stein joined the Company in October 2021 as Executive Vice President - Leasing. In January 2026, he was promoted to Executive Vice President - Chief Revenue Officer. Prior to joining the Company, he served as Senior Vice President of Leasing at Simon Property Group, Inc., a commercial real estate company, for 10 years.
Stein’s major responsibilities include managing the leasing strategies for Tanger’s operating properties, as well as expansions and new developments. He also oversees the leasing personnel and the merchandising and occupancy for Tanger properties. Mr. Stein is a graduate of Bryant University where he earned a B.S. in Computer Information Systems.
He also oversees the leasing personnel and the merchandising and occupancy for Tanger properties. Mr. Stein is a graduate of Bryant University where he earned a B.S. in Computer Information Systems. He also earned a Master’s of Science, Information Systems from Stevens Institute of Technology. 47 PART II
Bilerman 49 Executive Vice President - Chief Financial Officer and Chief Investment Officer Leslie A. Swanson 54 Executive Vice President - Chief Operating Officer Jessica K. Norman 43 Executive Vice President - General Counsel and Secretary Justin C. Stein 45 Executive Vice President - Leasing The following is a biographical summary of the experience of our executive officers: Stephen J.
Bilerman 50 Executive Vice President - Chief Financial Officer and Chief Investment Officer Leslie A. Swanson 55 Executive Vice President - Chief Operating Officer Jessica K. Norman 44 Executive Vice President - Chief Administrative Officer, General Counsel and Secretary Justin C.
Removed
He also earned a Master’s of Science, Information Systems from Stevens Institute of Technology. 41 PART II
Added
Stein 46 Executive Vice President - Chief Revenue Officer The following is a biographical summary of the experience of our executive officers: Stephen J. Yalof . Mr. Yalof has served as a director of the Company since July 2020, and as President and Chief Executive Officer since January 2021. Mr.
Added
Ms. Norman joined the Company in September 2023 as Executive Vice President - General Counsel and Secretary. In January 2026, she was promoted to Executive Vice President - Chief Administrative Officer, General Counsel and Secretary.
Added
A consistent top producer and key member of their leadership team, Mr. Stein’s innovative approach to deal making and relationship-driven mentality has made him one of the most respected and productive persons in the industry.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

10 edited+2 added−1 removed6 unchanged
Biggest changeWe intend to continue to qualify as a REIT and to distribute substantially all of our taxable income to our shareholders through the payment of regular quarterly dividends.
Biggest changeA REIT is required to distribute at least 90% of its taxable income to its shareholders each year. We intend to continue to qualify as a REIT and to distribute substantially all of our taxable income to our shareholders through the payment of regular quarterly dividends.
The following table summarizes our common share repurchases for the quarter ended December 31, 2024: Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs (in millions) October 1, 2024 to October 31, 2024 — $ — — $ 100.0 November 1, 2024 to November 30, 2024 — — — 100.0 December 1, 2024 to December 31, 2024 — — — 100.0 Total — $ — — $ 100.0 For certain restricted common shares that vested during the three months ended December 31, 2024, we withheld shares with value equivalent up to the employees' obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities.
The following table summarizes our common share repurchases for the quarter ended December 31, 2025: Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs (in millions) October 1, 2025 to October 31, 2025 — $ — — $ 200.0 November 1, 2025 to November 30, 2025 — — — 200.0 December 1, 2025 to December 31, 2025 — — — 200.0 Total — $ — — $ 200.0 For certain restricted common shares that vested during the three months ended December 31, 2025, we withheld shares with value equivalent up to the employees' obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities.
We were in compliance with REIT taxable income distribution requirements for the 2024 tax year. 42 Securities Authorized for Issuance under Equity Compensation Plans The information required by this Item is set forth in Part III, Item 12 of this Annual Report.
We were in compliance with REIT taxable income distribution requirements for the 2025 tax year. Securities Authorized for Issuance under Equity Compensation Plans The information required by this Item is set forth in Part III, Item 12 of this Annual Report.
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 subsequent to the authorization of the repurchase plan in May 2023. The remaining amount authorized to be repurchased under the program as of December 31, 2024 was $100.0 million.
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 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.
During the years ended 2024 and 2023, the Company paid dividends aggregating $1.085 and $0.97 per share, respectively. In January 2025, the Board declared a quarterly dividend of $0.275 per share, which was paid on February 14, 2025. The Board continues to evaluate the potential for future dividend payments on a quarterly basis.
During the years ended 2025 and 2024, the Company paid dividends aggregating $1.1525 and $1.085 per share, respectively. In January 2026, the Board declared a quarterly dividend of $0.2925 per share, which was paid on February 13, 2026. The Board continues to evaluate the potential for future dividend payments on a quarterly basis.
Holders As of February 3, 2025, there were approximately 336 common shareholders of record. Share Repurchases In May 2023, the Board authorized the repurchase of up to $100.0 million of the Company’s outstanding shares through May 31, 2025, replacing the previously authorized plan to repurchase up to $80.0 million of the Company's outstanding shares through May 31, 2023.
Holders As of February 2, 2026, there were approximately 321 common shareholders of record. Share Repurchases 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.
We made distributions per common unit during the year ended 2024 as follows: 2024 First Quarter $ 0.260 Second Quarter 0.275 Third Quarter 0.275 Fourth Quarter 0.275 Distributions per unit $ 1.085 44
We made distributions per common unit during the year ended 2025 as follows: 2025 First Quarter $ 0.2750 Second Quarter 0.2925 Third Quarter 0.2925 Fourth Quarter 0.2925 Distributions per unit $ 1.1525
As of December 31, 2024, the Company and its wholly-owned subsidiary, Tanger LP Trust, owned 112,738,633 units of the Operating Partnership and the Non-Company LPs owned 4,707,958 Class A limited partnership units of the Operating Partnership.
As of December 31, 2025, the Company and its wholly-owned subsidiary, Tanger LP Trust, owned 115,097,359 units of the Operating Partnership and the Non-Company LPs owned 4,662,904 Class A limited partnership units of the Operating Partnership.
Share price performance, presented for the five years ended December 31, 2024, is not necessarily indicative of future results. 43 Period Ended Index 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Tanger Inc. 100.00 72.72 146.59 143.21 232.08 296.38 Dow Jones Equity All REIT Index 100.00 95.21 134.44 100.82 112.21 117.66 Dow Jones U.S.
Share price performance, presented for the five years ended December 31, 2025, is not necessarily indicative of future results. 49 Period Ended Index 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 Tanger Inc. 100.00 201.59 196.94 319.16 407.58 413.25 Dow Jones Equity All REIT Index 100.00 141.20 105.89 117.86 123.58 126.55 Dow Jones U.S.
Real Estate Retail Index 100.00 63.78 99.96 86.17 95.21 107.61 S&P 500 Index 100.00 118.40 152.39 124.79 157.59 197.02 Tanger Properties Limited Partnership Market Information There is no established public trading market for the Operating Partnership's common units.
Real Estate Retail Index 100.00 156.73 135.11 149.27 168.71 178.04 S&P 500 Index 100.00 128.71 105.40 133.10 166.40 196.16 50 Tanger Properties Limited Partnership Market Information There is no established public trading market for the Operating Partnership's common units.
Removed
The total number of shares withheld upon vesting was 38,477 for the three months ended December 31, 2024. Dividends The Company operates in a manner intended to enable it to qualify as a REIT under the Internal Revenue Code. A REIT is required to distribute at least 90% of its taxable income to its shareholders each year.
Added
The total number of shares withheld upon vesting was 24,233 for the three months ended December 31, 2025.
Added
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. 48 Dividends The Company operates in a manner intended to enable it to qualify as a REIT under the Internal Revenue Code.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

75 edited+45 added−34 removed101 unchanged
Biggest changeThe table below details our acquisitions, new developments, expansions and dispositions of consolidated and unconsolidated centers that impacted our results of operations and liquidity from January 1, 2022 to December 31, 2024: 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, 2021 11,453 30 2,113 6 — — Dispositions: Blowing Rock, North Carolina Fourth Quarter (104) (1) — — — — Additions: Palm Beach, Florida Third Quarter — — — — 457 1 Other 4 — — — As of December 31, 2022 11,353 29 2,113 6 457 1 Additions: Palm Beach, Florida 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 47 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, 2024 and 2023, respectively: Comparable Space for Executed Leases (1) (2) Leasing Transactions Square Feet (in 000s) New Initial Rent (psf) (4) Rent Spread % (5) Tenant Allowance (psf) (6) Average Initial Term (in years) Total space 2024 402 1,976 $ 36.19 15.2 % $ 3.79 3.19 2023 391 1,868 $ 38.52 14.2 % $ 5.81 3.41 Comparable and Non-Comparable Space for Executed Leases (1) (2) Leasing Transactions Square Feet (in 000s) New Initial Rent (psf) (4) Tenant Allowance (psf) (6) Average Initial Term (in years) Total space 2024 454 2,250 $ 36.64 $ 10.16 3.81 2023 461 2,131 $ 38.48 $ 10.23 3.79 (1) For consolidated properties owned as of the period-end date.
Biggest changeThe 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.
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 also guarantee some of the Operating Partnership's debt.
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.
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. 54 We intend to continue to grow our portfolio by developing, expanding or acquiring additional retail real estate assets.
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.
During the fourth quarter of 2024, we sold an aggregate of 1.9 million shares under the ATM Offering Program which were subject to forward sale agreements for an estimated aggregate gross value of $69.7 million based on the initial forward sale price of $36.40 with respect to each forward sale agreement.
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.
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. 66 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 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. 74 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.
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. 51 We operate in a manner intended to enable us to qualify as a REIT under the Internal Revenue Code.
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.
We evaluate each real estate acquisition to determine whether the integrated set of acquired assets and activities meets the definition of a business. 60 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 evaluate each real estate acquisition to determine whether the integrated set of acquired assets and activities meets the definition of a business. 67 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.
Recent Accounting Pronouncements See Note 2 to the Consolidated Financial Statements for information on recently adopted accounting standards and new accounting pronouncements issued. 61 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.
Recent Accounting Pronouncements See Note 2 to the consolidated financial statements for information on recently adopted accounting standards and new accounting pronouncements issued. 69 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.
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 2018) on our taxable income at the regular corporate rate.
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.
We believe our joint ventures will be able to fund their operating and capital needs during the year ended 2025 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.
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.
The Company’s senior management has reviewed these critical accounting estimates and related disclosures with the Audit Committee of the Board. 59 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.
The Company’s senior management has reviewed these critical accounting estimates and related disclosures with the Audit Committee of the Board. 66 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.
Debt Covenants We have historically been, and, at December 31, 2024 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.
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.
As of December 31, 2024, we have partial ownership interests in six unconsolidated centers totaling approximately 2.1 million square feet, including two centers located in Canada.
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.
We depreciate the amount allocated to building, deferred lease costs and other intangible assets over their estimated useful lives, which range up to 33 years.
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.
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% and 97% at the end of the years ended December 31, 2024 and 2023, respectively.
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.
During the year ended December 31, 2024, no one tenant (including affiliates) accounted for more than 8% 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 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.
As of January 31, 2025, we had lease renewals executed or in process for 76.6% of the space that came up for renewal in 2024. We believe retail real estate will continue to be a profitable and fundamental distribution channel for many brands and retailers.
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.
Repurchases may be made from time to time through open market, privately-negotiated, structured or derivative transactions (including accelerated share repurchase transactions), or other methods of acquiring Common Shares. We intend to structure open market purchases to occur within pricing and volume requirements of Rule 10b-18 under the Exchange Act.
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.
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.
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.
We do not have significant assets other than its investment in the Operating Partnership.
We do not have significant assets other than our investment in the Operating Partnership.
For the total portfolio, including the Company’s pro rata share of unconsolidated joint ventures, as of January 31, 2025, we had lease renewals executed or in process for 34.9% of the space scheduled to expire during 2025 compared to 23.8% of the space scheduled to expire during 2024 that was executed or in process as of January 31, 2024.
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.
During 2025, approximately 2.7 million square feet, or 19% of the total portfolio including our share of unconsolidated joint ventures, will come up for renewal.
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.
Below is a reconciliation of Net Income to Adjusted EBITDA (in thousands): 2024 2023 Net income $ 102,760 $ 103,882 Adjusted to exclude: Interest expense, net 59,414 38,149 Income tax expense (benefit) 45 (408) Depreciation and amortization 138,690 108,889 Compensation-related adjustments (1) 1,554 (806) Adjusted EBITDA $ 302,463 $ 249,706 Below is a reconciliation of Net Income to EBITDAre and Adjusted EBITDAre (in thousands): 2024 2023 Net income $ 102,760 $ 103,882 Adjusted to exclude: Interest expense, net 59,414 38,149 Income tax expense (benefit) 45 (408) Depreciation and amortization 138,690 108,889 Pro-rata share of interest expense, net - unconsolidated joint ventures 8,725 8,779 Pro-rata share of depreciation and amortization - unconsolidated joint ventures 9,334 10,514 EBITDAre $ 318,968 $ 269,805 Compensation-related adjustments (1) 1,554 (806) Adjusted EBITDAre $ 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. 67 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.
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.
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. For tax reporting purposes, we distributed approximately $118.1 million during 2024.
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.
Financing Arrangements See Notes 8 and 9 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, 2024, unsecured borrowings represented 96% of our outstanding debt and 97% of the gross book value of our real estate portfolio was unencumbered.
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.
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 46 General Overview As of December 31, 2024, we had 31 consolidated centers and two open-air lifestyle centers in 19 states totaling 13.0 million square feet.
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 two managed centers totaling approximately 760,000 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.
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 a $0.275 cash distribution per general and limited partnership unit to the Operating Partnership's unitholders.
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.
Approximately $7.0 million and $6.4 million, respectively, were allocated to the value of leases with above and below market rents. 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.
Approximately $2.1 million and $2.9 million, respectively, were allocated to the value of leases with above and below market rents. 68 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.
Our centers typically include well-known, national, branded companies. By maintaining a broad base of well-known tenants and a geographically diverse portfolio of properties located across the United States, we believe we reduce our operating and leasing risks.
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.
We compensate for these limitations by relying primarily on our GAAP results and using FFO only as a supplemental measure. 62 Core Funds From Operations We present Core FFO (formerly referred to as Adjusted Funds from Operations "AFFO") as a supplemental measure of our performance.
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 compensate for these limitations by relying primarily on our GAAP results and using Core FFO only as a supplemental measure. 63 Below is a reconciliation of net income to FFO and Core FFO available to common shareholders (in thousands, except per share amounts): 2024 2023 Net income $ 102,760 $ 103,882 Adjusted for: Depreciation and amortization of real estate assets - consolidated 134,927 106,450 Depreciation and amortization of real estate assets - unconsolidated joint ventures 9,334 10,514 FFO 247,021 220,846 FFO attributable to noncontrolling interests in other consolidated partnerships 80 (248) Allocation of earnings to participating securities (1,652) (2,151) FFO available to common shareholders (1) $ 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) $ 246,993 $ 217,647 FFO available to common shareholders per share - diluted (1) $ 2.12 $ 1.96 Core FFO available to common shareholders per share - diluted (1) $ 2.13 $ 1.96 Weighted Average Shares: Basic weighted average common shares 109,263 104,682 Effect of notional units 865 1,052 Effect of outstanding options and restricted common shares 951 798 Diluted weighted average common shares (for earnings per share computations) 111,079 106,532 Exchangeable operating partnership units 4,708 4,734 Diluted weighted average common shares (for FFO and Core FFO per share computations) (1) 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.
We compensate for these limitations by relying primarily on our GAAP results and using Core FFO only as a supplemental measure. 71 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.
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).
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”)).
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.
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.
We believe the carrying value is recoverable because in our models the sum of the estimated future undiscounted cash flows, $58.3 million, and the estimated potential disposition proceeds of the sale of the center, $68.8 million (in aggregate totaling $127.1 million) exceeds the carrying value of $106.5 million by $20.6 million.
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.
Future Debt Obligations As described further in Note 9 to the Consolidated Financial Statements, as of December 31, 2024, scheduled maturities and principal amortization of our existing debt for 2025, 2026 and 2027 are $1.5 million, $407.4 million and $625.0 million, respectively. There are no scheduled maturities in 2028.
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.
Our ATM Offering Program also provides that we may sell Common Shares through forward sale contracts. Actual sales under the ATM Offering Program will depend on a variety of factors including market conditions, the trading price of our Common Stock, our capital needs, and our determination of the appropriate sources of funding to meet such needs.
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.
We currently intend to use the net proceeds from any sale of Common Shares pursuant to the ATM Offering for working capital, funding external growth and general corporate purposes. As of December 31, 2024, we had approximately $34.5 million remaining available for sale under our ATM Offering program.
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.
As of December 31, 2024, 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 36 % Total Secured Debt to Adjusted Total Assets 2 % Total Unencumbered Assets to Unsecured Debt > 150% 275 % Consolidated Income Available for Debt Service to Annual Debt Service Charge > 1.5 x 5.5 x Lines of credit and term loan Required Actual Total Liabilities to Total Adjusted Asset Value 34 % Secured Indebtedness to Total Adjusted Asset Value 4 % EBITDA to Fixed Charges > 1.5 x 4.4 x Total Unsecured Indebtedness to Adjusted Unencumbered Asset Value 29 % Unencumbered Interest Coverage Ratio > 1.5 x 5.6 x 58 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, 2024 (dollars in millions): Joint Venture Ownership % Total Joint Venture Debt Maturity Date Maturity Date With Option Interest Rate Percent Guaranteed by the Operating Partnership Maximum Guaranteed Amount by the Company Charlotte 50% $ 97.7 July 2028 — 4.27% — % $ — Columbus 50% 71.0 October 2032 — 6.25% — % — Galveston/Houston 50% 58.0 June 2026 June 2028 Daily SOFR + 3.00% 17.2 % 10.0 National Harbor 50% 92.1 January 2030 4.63% — % — Debt origination costs 50% (1.6) — — — — — $ 317.2 $ 10.0 Houston/Galveston, Texas In June 2023, the Galveston/Houston joint venture completed the refinance of its mortgage.
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 37 % Total Secured Debt to Adjusted Total Assets 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 65 Lines of credit and term loan Required Actual Total Liabilities to Total Adjusted Asset Value 35 % Secured Indebtedness to Total Adjusted Asset Value 6 % EBITDA to Fixed Charges > 1.5 x 4.7 x Total Unsecured Indebtedness to Adjusted Unencumbered Asset Value 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%.
General and Administrative Expenses General and administrative expenses increased $1.9 million in the 2024 period compared to the 2023 period. We recorded executive separation amounts totaling $1.6 million and ($806,000) in the 2024 period and the 2023 period, respectively.
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.
(2) 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. 64 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.
(2) For the 2024 period, represents executive severance costs. 72 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.
We compensate for these limitations by relying primarily on our GAAP results and using Portfolio NOI and Same Center NOI only as supplemental measures. 65 Below is a reconciliation of net income to Portfolio NOI and Same Center NOI for the consolidated portfolio (in thousands): 2024 2023 Net income $ 102,760 $ 103,882 Adjusted to exclude: Equity in earnings of unconsolidated joint ventures (11,289) (8,240) Interest expense 60,637 47,928 Other (income) expense (1,484) (9,729) Depreciation and amortization 138,690 108,889 Other non-property expenses (1,174) (1,119) Corporate general and administrative expenses 78,341 76,299 Non-cash adjustments (1) (91) 2,895 Lease termination fees (896) (542) Portfolio NOI - Consolidated 365,494 320,263 Non-same center NOI - Consolidated (32,139) (3,014) Same Center NOI - Consolidated (2) $ 333,355 $ 317,249 (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.
We compensate for these limitations by relying primarily on our GAAP results and using Portfolio NOI and Same Center NOI only as supplemental measures. 73 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.
Other capital expenditures includes capital expenditures related to recurring and value-enhancing capital activities. We expect total capital expenditures for 2025 to be approximately $105.0 million as compared to capital expenditures of $100.4 million in 2024. The higher 2025 amount as compared to 2024 is driven primarily by renovations and redevelopments at certain centers and continuing operational capital expenditures.
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.
(2) Centers excluded from Same Center NOI Cash Basis: Center Date Event Little Rock, AR December 2024 Acquired Nashville, TN October 2023 New Development Asheville, NC November 2023 Acquired Huntsville, AL November 2023 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.
(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.
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.
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.
We may, from time to time, enter into Rule 10b5-1 plans to facilitate the repurchase of our Common Shares under this authorization. We did not repurchase any Common Shares during the years ended December 31, 2024, 2023 and 2022. The remaining amount of Common Shares authorized to be repurchased under the program as of December 31, 2024 was $100.0 million.
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.
(2) In the 2024 and 2023 periods, second generation tenant allowances are presented net of $206,000 and $1.1 million tenant allowance reversals respectively, which were the result of a lease modifications. (3) The decrease in other capital expenditures in 2024 was primarily related to lower spending on our ongoing solar initiatives.
(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.
As of December 31, 2024, scheduled maturities after 2028 aggregate to $400.0 million. 55 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.
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.
The following table sets forth information regarding settlements under our ATM Offering program: 2024 2023 2022 Number of common shares settled during the period 3,374,184 3,494,919 — Average price per share $ 34.34 $ 25.75 $ — Aggregate gross proceeds (in thousands) $ 115,878 $ 89,986 $ — Aggregate net proceeds after commissions and fees (in thousands) $ 114,541 $ 88,861 $ — 52 During the fourth quarter of 2024, we sold an aggregate of 1.9 million shares under the ATM Offering program which were subject to forward sale agreements, for an estimated aggregate gross value of $69.7 million based on the initial forward sale price of $36.40 with respect to each forward sale agreement.
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.
Based on applicable interest rates and scheduled debt maturities as of December 31, 2024, these interest obligations total approximately $147.0 million and range from approximately $11.0 million to $54.4 million on an annual basis over the next five years.
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.
As of December 31, 2024, 4% 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. 56 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.
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 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). We assess fair value based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information.
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).
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.
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.
The following table sets forth the changes in other revenues (in thousands): 2024 2023 Increase/(Decrease) Other revenues from existing properties $ 16,728 $ 16,171 $ 557 Other revenues from new developments and acquired properties 2,174 687 1,487 $ 18,902 $ 16,858 $ 2,044 Other revenues from existing properties increased in the 2024 period due to an increase in other revenue streams, such as our customer loyalty program, paid media sponsorships and onsite signage, on a local and national level. 49 Property Operating Expenses Property operating expenses increased $13.2 million in the 2024 period compared to the 2023 period.
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. 55 Property Operating Expenses Property operating expenses increased $17.8 million in 2025 compared to 2024.
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.
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. 61 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.
The following table sets forth the changes in various components of rental revenues (in thousands): 2024 2023 Increase/(Decrease) Rental revenues from existing properties $ 450,729 $ 434,901 $ 15,828 Rental revenues from new developments and acquired properties 45,441 5,950 39,491 Straight-line rent adjustments 607 (2,229) 2,836 Lease termination fees 896 542 354 Amortization of above and below market rent adjustments, net (157) (275) 118 $ 497,516 $ 438,889 $ 58,627 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.
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.
The new $58.0 million loan has a maturity date of June 2026 and an interest rate of Daily SOFR + 3.00%. In conjunction with this refinancing, the joint venture entered into a $29.0 million interest rate swap that fixes Daily SOFR at 4.44% until December 2025.
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.
Approximately $4.7 million and $4.0 million, respectively, were allocated to the value of leases with above and below market rents. During the fourth quarter of 2023, we acquired two centers for a total purchase price of $265.1 million, including capitalized transaction costs, that were accounted for as asset acquisitions.
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.
The increase was primarily due to improved leasing execution period over period at three of our joint venture centers. 2023 Compared to 2022 For a discussion of our results of operations for the year ended December 31, 2023, including a year-to-year comparison between 2023 and 2022, 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, 2023.
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. 56 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.
These minimum lease payments range from approximately $4.7 million to $5.9 million on an annual basis over the next five years. Other Contractual Obligations Other contractual obligations totaled $6.0 million as of December 31, 2024. These obligations range from approximately $329,000 to $2.1 million on an annual basis over the next five years.
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 Financing Activity In October 2022, the Southaven, Mississippi consolidated joint venture amended and restated its secured mortgage, increasing the outstanding balance to $51.7 million from $40.1 million, extending the maturity date to October 2026 plus a one-year extension option, from April 2023, with an interest rate of Adjusted SOFR plus 200 basis points.
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%.
Cash Flows The following table sets forth our changes in cash flows from 2024 and 2023 (in thousands): 2024 2023 Change Net cash provided by operating activities $ 260,592 $ 229,515 $ 31,077 Net cash used in investing activities (178,007) (409,561) 231,554 Net cash used in financing activities (48,335) (19,278) (29,057) Effect of foreign currency rate changes on cash and equivalents (122) (115) (7) Net increase/(decrease) in cash and cash equivalents $ 34,128 $ (199,439) $ 233,567 Operating Activities The increase in net cash provided by operating activities was primarily due to the addition of three centers during the fourth quarter of 2023, 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.
These obligations range from approximately $338,000 to $2.1 million on an annual basis over the next five years. 62 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.
The following table sets forth the changes in various components of property operating expenses (in thousands): 2024 2023 Increase/(Decrease) Property operating expenses from existing properties $ 136,396 $ 136,124 $ 272 Property operating expenses from new developments and acquired properties 15,474 3,593 11,881 Expenses related to unconsolidated joint ventures and managed properties 5,060 4,881 179 Other property operating expense 1,799 949 850 $ 158,729 $ 145,547 $ 13,182 Property operating expenses from existing properties increased in the 2024 period primarily from higher snow removal costs and property payroll related expenses, partially offset by certain expense refunds.
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.
Exclusive of those adjustments, general and administrative expenses decreased approximately $470,000 due primarily to reduced executive share-based compensation expense and lower third-party professional fees. Depreciation and Amortization Depreciation and amortization expense increased $29.8 million in the 2024 period compared to the 2023 period.
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 management, leasing and other services (in thousands): 2024 2023 Increase/(Decrease) Management and marketing $ 3,552 $ 3,165 $ 387 Leasing and other fees 1,033 614 419 Expense reimbursements from unconsolidated joint ventures and managed properties 5,060 4,881 179 $ 9,645 $ 8,660 $ 985 During the 2023 period, we added additional property management responsibilities for centers in Palm Beach, Florida.
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.
In addition, cash was utilized throughout 2023 to complete the construction of our Nashville, TN center which opened in October 2023. 50 Equity in Earnings of Unconsolidated Joint Ventures Equity in earnings of unconsolidated joint ventures increased approximately $3.0 million in the 2024 period compared to the 2023 period.
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.
We believe our current balance sheet position is financially sound; however, due to the economic uncertainty caused by the current macroeconomic environment, including rising interest rates and inflation, and the inherent uncertainty and unpredictability of the capital and credit markets, we can give no assurance that affordable access to capital will exist between now and when our next significant debt matures, which is our $350.0 million senior notes due September 2026.
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. 63 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.
Financing Activities The primary cause for the increase in net cash used in financing activities was higher dividends paid during 2024 compared to 2023 primarily driven by an increase in our dividend rate, higher amount of net share settlements related to the vesting of equity awards and finance origination costs related to the amendment and extension of our unsecured lines of credit, net repayments on our line of credit and less cash generated from short-term investment activities, offset by higher proceeds from our ATM Program and higher draws on our unsecured lines of credit to fund acquisitions and development.
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.
Our variable rate debt agreements are based on Daily SOFR so the Daily SOFR rate at December 31, 2024 was used to calculate future interest expense. Operating Lease Obligations As described further in Note 21 to the Consolidated Financial Statements, as of December 31, 2024, we had a total of $226.9 million of minimum operating lease obligations.
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.
Under our ATM Offering, which commenced in February 2021, and was reinstated with a new program in December 2023, we may offer and sell our common shares, $0.01 par value per share (“Common Shares”), having an aggregate gross sales price of up to $250.0 million.
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. 58 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.
Equity Offerings under the ATM Offering Program During 2024, we sold 3.4 million shares under our at-the-market stock offering ("ATM Offering") program at a weighted average price of $34.34 per share, generating gross proceeds of $115.9 million. As of December 31, 2024, we have a remaining authorization of $34.5 million under the ATM Offering Program.
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.
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. 53 Capital Expenditures The following table details our capital expenditures for consolidated centers for the years ended December 31, 2024 and 2023, respectively (in thousands): 2024 2023 Change Capital expenditures analysis: New center developments and expansions (1) $ 27,008 $ 123,175 $ (96,167) Renovations 6,243 10,688 (4,445) Second generation tenant allowances (2) 24,437 12,516 11,921 Other capital expenditures (3) 27,152 51,275 (24,123) 84,840 197,654 (112,814) Conversion from accrual to cash basis 15,597 (9,458) 25,055 Additions to rental property-cash basis $ 100,437 $ 188,196 $ (87,759) (1) The decrease in new center developments and expansions was primarily due to development costs at our site in Nashville, TN, which opened in October 2023.
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.
The following table sets forth the changes in various components of depreciation and amortization costs from the 2023 period to the 2024 period (in thousands): 2024 2023 Increase/(Decrease) Depreciation and amortization expenses from existing properties $ 104,830 $ 104,000 $ 830 Depreciation and amortization from new developments and acquired properties 33,860 4,889 28,971 $ 138,690 $ 108,889 $ 29,801 The increase in depreciation and amortization from existing properties was primarily due to increased depreciation related to recent center redevelopment projects and solar projects placed in service during the last two years.
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.
The change in net income was primarily due to the following: • higher interest expense from interest rate swaps that became effective in 2024 at higher rates • higher rental revenues from a strengthened tenant mix and higher new and renewal rental rates and the opening of our center in Nashville, TN and the acquisition of centers in Huntsville, AL and Asheville, NC during the fourth quarter of 2023 • higher operating expenses, depreciation and amortization from the new centers • higher general and administrative expenses primarily due to executive separation costs • lower investment income during 2024 due to the 2023 period having higher investment income due to higher cash balances than were available in the 2024 period.
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.
These cash flow projections may be derived from various observable and unobservable inputs and assumptions. Also, we may utilize third-party valuation specialists. As a part of acquisition accounting, the amount by which the fair value of our previously held equity method investment exceeds the carrying book value is recorded as a gain on previously held interest in acquired joint venture.
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.
Removed
Results of Operations 2024 Compared to 2023 Net income Net income decreased $(1.1) million in the 2024 period to a net income of $102.8 million compared to net income of $103.9 million for the 2023 period.
Added
(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.
Removed
The majority of the cash balances were utilized during the fourth quarter of 2023 for the acquisitions of the Asheville, NC and Huntsville, AL centers. In addition, cash was utilized throughout 2023 to complete the construction of our Nashville, TN center which opened in October 2023.
Added
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.
Removed
In the tables below, information set forth for new developments and acquired properties relates to the Little Rock, AR center, acquired in December 2024 and Nashville, TN, Asheville, NC, and Huntsville, AL centers which were opened or acquired in the fourth quarter of 2023. 48 Rental Revenues Rental revenues increased $58.6 million in the 2024 period compared to the 2023 period.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

8 edited+1 added−2 removed4 unchanged
Biggest changeAs of December 31, 2024, 4% of our outstanding consolidated debt, excluding the amount of variable rate debt with interest rate protection agreements in place, had variable interest rates and therefore was subject to market fluctuations.
Biggest changeSee Note 9 to the consolidated financial statements for additional details related to our outstanding derivatives. As of December 31, 2025, 3% of our outstanding consolidated debt, excluding the amount of variable rate debt with interest rate protection agreements in place, had variable interest rates and therefore was subject to market fluctuations.
Refer to Note 11 to the consolidated financial statements for a description of our methodology in calculating the estimated fair value of debt. Considerable judgment is necessary to develop estimated fair values of financial instruments. Accordingly, the estimates presented herein are not necessarily indicative of the amounts we could realize on the disposition of the financial instruments.
Refer to Note 10 to the consolidated financial statements for a description of our methodology in calculating the estimated fair value of debt. Considerable judgment is necessary to develop estimated fair values of financial instruments. Accordingly, the estimates presented herein are not necessarily indicative of the amounts we could realize on the disposition of the financial instruments.
Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates. 68 Interest Rate Risk We may periodically enter into certain interest rate protection and interest rate swap agreements to effectively convert existing floating rate debt to a fixed rate basis.
Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates. 76 Interest Rate Risk We may periodically enter into certain interest rate protection and interest rate swap agreements to effectively convert existing floating rate debt to a fixed rate basis.
To mitigate some of the risk related to changes in foreign currency, cash flows received from our Canadian joint ventures are either reinvested to fund ongoing Canadian development activities, if applicable, or converted to US dollars and utilized to repay amounts outstanding under our unsecured lines of credit, if any.
To mitigate some of the risk related to changes in foreign currency, cash flows received from our Canadian joint ventures are either reinvested to fund ongoing Canadian development activities, if applicable, or converted to U.S. dollars and utilized to repay amounts outstanding under our unsecured lines of credit, if any.
A change in the SOFR index of 100 basis points would result in an increase or decrease of approximately $517,000 in interest expense on an annual basis. The interest rate spreads associated with our unsecured lines of credit and our unsecured term loan are based on the higher of our three investment grade credit ratings.
A change in the SOFR index of 100 basis points would result in an increase or decrease of approximately $440,000 in interest expense on an annual basis. As of December 31, 2025, the interest rate spreads associated with our unsecured lines of credit and our unsecured term loan are based on the higher of our three investment grade credit ratings.
We do not enter into derivatives or other financial instruments for trading or speculative purposes. As of December 31, 2024, we had interest rate swap agreements to fix the interest rates on outstanding debt with notional amounts totaling $325.0 million.
We do not enter into derivatives or other financial instruments for trading or speculative purposes. As of December 31, 2025, we had interest rate swap agreements to fix the interest rates on outstanding debt with notional amounts totaling $386.7 million.
The estimated fair value and recorded value of our debt consisting of senior unsecured notes, unsecured term loans, secured mortgages and unsecured lines of credit was as follows (in thousands): December 31, 2024 December 31, 2023 Fair value of debt $ 1,348,831 $ 1,319,700 Recorded value of debt $ 1,423,759 $ 1,439,203 A 100 basis point increase from prevailing interest rates at December 31, 2024 and December 31, 2023 would result in a decrease in fair value of total consolidated debt of approximately $34.5 million and $40.1 million, respectively.
The estimated fair value and recorded value of our debt consisting of senior unsecured notes, unsecured term loans, secured mortgages and unsecured lines of credit was as follows (in thousands): December 31, 2025 December 31, 2024 Fair value of debt $ 1,557,810 $ 1,348,831 Recorded value of debt $ 1,596,821 $ 1,423,759 A 100 basis point increase from prevailing interest rates at December 31, 2025 and December 31, 2024 would result in a decrease in fair value of total consolidated debt of approximately $30.2 million and $34.5 million, respectively.
As of December 31, 2024, we did not have any outstanding balances under our unsecured lines of credit. An upgrade or downgrade to our credit rating could decrease or increase, respectively, our interest expense depending on the level of chan ge. The information presented herein is merely an estimate and has limited predictive value.
As of December 31, 2025, we had a $44.0 million balance on our unsecured line of credit. An upgrade or downgrade to our credit rating could decrease or increase, respectively, our interest expense depending on the level of chan ge. The information presented herein is merely an estimate and has limited predictive value.
Removed
Over the course of 2023, we entered into these interest rate swap agreements that became effective on February 1, 2024 to replace $300.0 million of expiring interest rate swaps, which had an average fixed pay rate of 0.40%, as part of our interest rate risk management strategy.
Added
Throughout 2025 and into January 2026, we entered into several forward starting 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.
Removed
The current derivatives have an average fixed pay rate of 3.90% and end at various dates between February 1, 2026 and January 1, 2027. See Note 10 to the Consolidated Financial Statements for additional details related to our outstanding derivatives.

Other SKT 10-K year-over-year comparisons