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TANGER INC.

For the period ended Sep 30, 2025. Filed Nov 6, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 6, 2025

SKT$38.70+0.8%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-06.

0000899715-25-000125

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-06.

0001628280-25-050139

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 235 previous paragraphs and 239 current paragraphs.

170 unchanged; 49 reworded; 15 added; 11 removed; 5 previous and 5 current paragraphs rearranged.

Tables are not compared: 26 previous and 26 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (15)

Current report

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

Current report

General and administrative expenses increased approximately $399,000 from $18.2 million to $18.6 million in the 2025 period compared to the 2024 period. The increase is primarily related to higher healthcare related costs, cybersecurity, and other professional fees.

Current report

Other income (expense) increased approximately $64,000 from ($52,000) to ($116,000) in the 2025 period compared to the 2024 period. The 2025 period included higher corporate tax related expenses.

Current report

Equity in earnings of unconsolidated joint ventures increased approximately $1.9 million to $4.2 million from $2.3 million in the 2025 period compared to the 2024 period. The increase was due to the refinance of the Galveston joint venture mortgage during the second quarter of 2025 that resulted in a lower interest rate and stronger comparative leasing results at our Charlotte joint venture.

Current report

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

Current report

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

Current report

Other income (expense) decreased approximately $680,000 from $755,000 to $75,000 in the 2025 period compared to the 2024 period. The 2025 period included higher corporate tax related expenses.

Current report

Equity in earnings of unconsolidated joint ventures increased approximately $1.9 million from $7.8 million to $9.7 million in the 2025 period compared to the 2024 period. The increase was due to the refinance of the Galveston joint venture mortgage during the second quarter of 2025 that resulted in a lower interest rate and stronger comparative leasing results at our Charlotte joint venture.

Current report

There were no sales of our common shares during the nine months ended September 30, 2025. During the third quarter of 2025, we settled all of the previously sold forward shares that were sold during 2024, as discussed in the Forward Sale Agreements section below. For the three and nine months ended September 30, 2024, we sold 818,943 shares under the ATM Offering Program at an average share price of $30.53 for total gross proceeds of $25.0 million. In the fourth quarter of 2024, we also sold 2.6 million shares at an average price of $35.57 for total gross proceeds of $90.9 million and 1.9 million shares subject to forward sale agreements at an initial forward sale price of $36.40 for estimated aggregate gross value of $69.7 million as outlined below.

Current report

As of September 30, 2025, we have a remaining authorization of $400.0 million of common shares under the ATM Offering program. Aside from the settlement of our Forward Sale Agreements, there were no sales of our common shares in the first three quarters of 2025. During the third quarter of 2024, we sold 818,943 shares under the ATM Offering Program at an average share price of $30.53 for total net proceeds of $24.7 million.

Current report

In September 2025, we purchased the Legends Outlets in Kansas City, Kansas, a 690,000-square-foot open-air outlet center, for $130.0 million, including the assumption of a $115.0 million 7.57% interest-only mortgage that matures in November 2027. The effective interest rate calculated as part of the purchase price allocation was 6.0%.

Current report

In conjunction with the loan assumption, we placed $37.2 million into interest-bearing reserve accounts primarily to meet the loan to cost ratio as defined in the loan agreement as well as certain property tax and insurance escrows. The reserves are included within restricted cash on the consolidated balance sheets. The reserves can be accessed and used for qualifying tax, insurance and capital expenditures related to the property and any remaining funds can be returned to us when the loan is repaid. The cash required for this acquisition was funded with a portion of the September 2025 settlement of previously issued forward equity from the fourth quarter of 2024 (see Note 10).
Removed paragraphs (11)

Previous report

General and administrative expenses increased approximately $179,000 from $18.8 million to $19.0 million in the 2025 period compared to the 2024 period.

Previous report

Other income (expense) decreased approximately $246,000 from $220,000 to ($26,000) in the 2025 period compared to the 2024 period. The 2024 period had higher investment income due to higher cash balances than were available in the 2025 period. In addition, miscellaneous tax related expenses were higher in the 2025 period compared to the 2024 period.

Previous report

Equity in earnings of unconsolidated joint ventures increased approximately $59,000 to $3.0 million from $3.0 million in the 2025 period compared to the 2024 period.

Previous report

General and administrative expenses decreased approximately $318,000 from $38.3 million to $38.0 million in the 2025 period compared to the 2024 period.

Previous report

Other income (expense) decreased approximately $616,000 from $807,000 to $191,000 in the 2025 period compared to the 2024 period. The 2024 period had higher investment income due to higher cash balances than were available in the 2025 period. In addition, miscellaneous tax related expenses were higher in the 2025 period compared to the 2024 period.

Previous report

Equity in earnings of unconsolidated joint ventures decreased approximately $58,000 from $5.5 million to $5.4 million in the 2025 period compared to the 2024 period.

Previous report

As of June 30, 2025, we have a remaining authorization of $400.0 million of common shares under the ATM Offering program. We did not sell any shares during the first or second quarter of 2025 or during the first or second quarter of 2024.

Previous report

In the fourth quarter of 2024, we issued 1.9 million forward shares for an estimated gross value of $69.7 million based on the initial forward sale price of $36.40 with respect to each forward sale agreement. No shares have been settled as of June 30, 2025 and shares can be settled at any time over the next 6-9 months, unless otherwise extended.

Previous report

In July 2025, we entered into a forward starting interest rate swap agreement totaling $10.0 million that becomes effective August 1, 2026 and expires on October 1, 2027. The average fixed pay rate of this swap is 3.1%.
Reworded paragraphs (49)

Previous wording

The discussion of our results of operations reported in the unaudited, consolidated statements of operations compares the three and six months ended June 30, 2025 with the three and six months ended June 30, 2024. The results of operations discussion is combined for Tanger Inc. and Tanger Properties Limited Partnership because the results are virtually the same for both entities. The following discussion should be read in conjunction with the unaudited consolidated financial statements appearing elsewhere in this report. Historical results and percentage relationships set forth in the unaudited, consolidated statements of operations, including trends which might appear, are not necessarily indicative of future operations. Unless the context indicates otherwise, the term “Company” refers to Tanger Inc. and subsidiaries and the term “Operating Partnership” refers to Tanger Properties Limited Partnership and subsidiaries. The terms “we”, “our” and “us” refer to the Company or the Company and the Operating Partnership together, as the text requires.

Current wording

The discussion of our results of operations reported in the unaudited, consolidated statements of operations compares the three and nine months ended September 30, 2025 with the three and nine months ended September 30, 2024. The results of operations discussion is combined for Tanger Inc. and Tanger Properties Limited Partnership because the results are virtually the same for both entities. The following discussion should be read in conjunction with the unaudited consolidated financial statements appearing elsewhere in this report. Historical results and percentage relationships set forth in the unaudited, consolidated statements of operations, including trends which might appear, are not necessarily indicative of future operations. Unless the context indicates otherwise, the term “Company” refers to Tanger Inc. and subsidiaries and the term “Operating Partnership” refers to Tanger Properties Limited Partnership and subsidiaries. The terms “we”, “our” and “us” refer to the Company or the Company and the Operating Partnership together, as the text requires.

Previous wording

There are a number of risks, uncertainties and other factors that could cause our actual results to differ materially from the forward-looking statements contained in or contemplated by this Quarterly Report. Any forward-looking statements should be considered in light of the risks, uncertainties and other factors referred to in Item 1A. “Risk Factors” in our Annual Report on Form 10-K and in this Quarterly Report. Such risks and uncertainties include, but are not limited to: risks associated with general economic and financial conditions, including inflationary pressures and recessionary fears, newly-imposed and potentially additional U.S. tariffs and responsive non-U.S. tariffs, increased capital costs and capital markets volatility, increases in unemployment and reduced consumer confidence and spending; risks related to our ability to develop new retail centers or expand existing retail centers successfully; risks related to the financial performance and market value of our retail centers and the potential for reductions in asset valuations and related impairment charges; our dependence on rental income from real property; the relative illiquidity of real property investments; failure of our acquisitions or dispositions of retail centers to achieve anticipated results; competition for the acquisition and development of retail centers, and our inability to complete the acquisitions of retail centers we may identify; competition for tenants with competing retail centers and our inability to execute leases with tenants on terms consistent with our expectations; the diversification of our tenant mix and our entry into the operation of full price retail may not achieve our expected results; risks associated with environmental regulations; risks associated with possible terrorist activity or other acts or threats of violence and threats to public safety; risks related to international military conflicts, international trade disputes and foreign currency volatility; the fact that certain of our leases include co-tenancy and/or sales-based provisions that may allow a tenant to pay reduced rent and/or terminate a lease prior to its natural expiration; our dependence on the results of operations of our retailers and their bankruptcy, early termination or closing could adversely affect us; the impact of geopolitical conflicts; the immediate and long-term impact of the outbreak of a highly infectious or contagious disease on our tenants and on our business (including the impact of actions taken to contain the outbreak or mitigate its impact); the fact that certain of our properties are subject to ownership interests held by third parties, whose interests may conflict with ours; risks related to climate change; risks related to uninsured losses; the risk that consumer, travel, shopping and spending habits may change; risks associated with our Canadian investments; risks associated with attracting and retaining key personnel; risks associated with debt fina…

Excerpt shortened here; the source contains the full paragraph.

Current wording

There are a number of risks, uncertainties and other factors that could cause our actual results to differ materially from the forward-looking statements contained in or contemplated by this Quarterly Report. Any forward-looking statements should be considered in light of the risks, uncertainties and other factors referred to in Item 1A. “Risk Factors” in our Annual Report on Form 10-K and in this Quarterly Report. Such risks and uncertainties include, but are not limited to: risks associated with general economic and financial conditions, including inflationary pressures and recessionary fears, newly-imposed and potentially additional U.S. tariffs and responsive non-U.S. tariffs, increased capital costs and capital markets volatility, increases in unemployment and reduced consumer confidence and spending; risks related to our ability to develop new retail centers or expand existing retail centers successfully; risks related to the financial performance and market value of our retail centers and the potential for reductions in asset valuations and related impairment charges; our dependence on rental income from real property; the relative illiquidity of real property investments; failure of our acquisitions or dispositions of retail centers to achieve anticipated results; competition for the acquisition and development of retail centers, and our inability to complete the acquisitions of retail centers we may identify; competition for tenants with competing retail centers and our inability to execute leases with tenants on terms consistent with our expectations; the diversification of our tenant mix and our entry into the operation of full price retail may not achieve our expected results; risks associated with environmental regulations; risks associated with possible terrorist activity or other acts or threats of violence and threats to public safety; risks related to international military conflicts, international trade disputes and foreign currency volatility; the fact that certain of our leases include co-tenancy and/or sales-based provisions that may allow a tenant to pay reduced rent and/or terminate a lease prior to its natural expiration; our dependence on the results of operations of our retailers and their bankruptcy, early termination or closing could adversely affect us; the impact of geopolitical conflicts; the impact of a prolonged government shutdown; the immediate and long-term impact of the outbreak of a highly infectious or contagious disease on our tenants and on our business (including the impact of actions taken to contain the outbreak or mitigate its impact); the fact that certain of our properties are subject to ownership interests held by third parties, whose interests may conflict with ours; risks related to climate change; risks related to uninsured losses; the risk that consumer, travel, shopping and spending habits may change; risks associated with our Canadian investments; risks associated with attracting and retaining…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

As of June 30, 2025, we owned and operated 30 consolidated outlet centers and three open-air lifestyle centers, with a total gross leasable area of approximately 13.3 million square feet. We also had partial ownership interests in six unconsolidated centers totaling approximately 2.1 million square feet, including two centers in Canada. Our portfolio also includes one managed center totaling approximately 457,000 square feet. The table below details our acquisitions, new developments, expansions and dispositions of consolidated and unconsolidated centers that significantly impacted our results of operations and liquidity from January 1, 2024 to June 30, 2025 (square feet in thousands):

Current wording

As of September 30, 2025, we owned and operated 31 consolidated outlet centers and three open-air lifestyle centers, with a total gross leasable area of approximately 14.0 million square feet. We also had partial ownership interests in six unconsolidated centers totaling approximately 2.1 million square feet, including two centers in Canada. Our portfolio also includes one managed center totaling approximately 457,000 square feet. The table below details our acquisitions, new developments, expansions and dispositions of consolidated and unconsolidated centers that significantly impacted our results of operations and liquidity from January 1, 2024 to September 30, 2025 (square feet in thousands):

Previous wording

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

Current wording

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

Previous wording

(1)These properties or a portion thereof are subject to a ground lease.

Current wording

(2)These properties or a portion thereof are subject to a ground lease.

Previous wording

(2)Based on capital contribution and distribution provisions in the joint venture agreement, we expect our economic interest in this venture’s cash flow to exceed our legal ownership percentage. We currently receive substantially all the economic interest of the property.

Current wording

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

Previous wording

(1)Property encumbered by a mortgage. See Note 5 to the consolidated financial statements for further details of the joint venture debt obligations.

Current wording

(2)Property encumbered by a mortgage. See Note 5 to the consolidated financial statements for further details of the joint venture debt obligations.

Previous wording

Net income increased approximately $5.4 million in the 2025 period to $31.3 million as compared to net income of $25.9 million for the 2024 period. Significant items impacting the comparability of the two periods include the following:

Current wording

Net income increased approximately $7.4 million in the 2025 period to $33.3 million as compared to net income of $25.9 million for the 2024 period. Significant items impacting the comparability of the two periods include the following:

Previous wording

•higher rental revenues from a strengthened tenant mix and higher new and renewal rental rates and the acquisition of our center in Little Rock, AR during the fourth quarter of 2024 and the Cleveland, OH center during the first quarter of 2025

Current wording

•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;

Previous wording

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

Current wording

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

Previous wording

Rental revenues increased approximately $11.1 million in the 2025 period compared to the 2024 period. The following table sets forth the changes in various components of rental revenues (in thousands):

Current wording

Rental revenues increased approximately $12.0 million in the 2025 period compared to the 2024 period. The following table sets forth the changes in various components of rental revenues (in thousands):

Previous wording

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.

Current wording

Rental revenues at existing properties were positively impacted by obtaining higher rents from new and existing tenants during the last twelve months and strengthening our tenant mix. Straight-line rent adjustment income has increased in conjunction with the additional properties added to the portfolio and the stronger lease execution results.

Previous wording

Management, leasing and other services increased approximately $35,000 in the 2025 period compared to the 2024 period. The following table sets forth the changes in various components of management, leasing and other services (in thousands):

Current wording

Management, leasing and other service revenues increased approximately $22,000 in the 2025 period compared to the 2024 period. The following table sets forth the changes in various components of management, leasing and other services (in thousands):

Previous wording

Other revenues increased approximately $716,000 in the 2025 period as compared to the 2024 period. The following table sets forth the changes in various components of other revenues (in thousands):

Current wording

Other revenues increased approximately $181,000 in the 2025 period as compared to the 2024 period. The following table sets forth the changes in various components of other revenues (in thousands):

Previous wording

Property operating expenses increased approximately $2.8 million in the 2025 period compared to the 2024 period. The following table sets forth the changes in various components of property operating expenses (in thousands):

Current wording

Property operating expenses increased approximately $3.6 million in the 2025 period compared to the 2024 period. The following table sets forth the changes in various components of property operating expenses (in thousands):

Previous wording

Depreciation and amortization costs increased approximately $2.4 million in the 2025 period compared to the 2024 period.

Current wording

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

Previous wording

cost related acquisition intangibles that became fully depreciated from prior acquisitions between the comparative periods.

Current wording

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

Previous wording

Interest expense increased approximately $699,000 to $16.4 million in the 2025 period from $15.7 million in the 2024 period. We had outstanding balances averaging approximately $104.4 million on our unsecured lines of credit during the 2025 period compared to $41.3 million for the 2024 period.

Current wording

Interest expense increased approximately $946,000 to $16.4 million in the 2025 period from $15.5 million in the 2024 period. We had outstanding balances averaging approximately $81.8 million on our unsecured lines of credit during the 2025 period compared to $14.9 million for the 2024 period. In addition, we assumed a $115.0 million interest-only mortgage with the acquisition of the Kansas City, KS center.

Previous wording

Comparison of the six months ended June 30, 2025 to the six months ended June 30, 2024

Current wording

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

Previous wording

Net income increased approximately $2.1 million in the 2025 period to $51.3 million as compared to net income of $49.2 million for the 2024 period. Significant items impacting the comparability of the two periods include the following:

Current wording

Net income increased approximately $9.5 million in the 2025 period to $84.7 million as compared to net income of $75.2 million for the 2024 period. Significant items impacting the comparability of the two periods include the following:

Previous wording

•higher rental revenues from a strengthened tenant mix and higher new and renewal rental rates and the acquisition of our center in Little Rock, AR during the fourth quarter of 2024 and the Cleveland, OH center during the first quarter of 2025

Current wording

•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;

Previous wording

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

Current wording

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

Previous wording

Rental revenues increased approximately $22.6 million in the 2025 period compared to the 2024 period. The following table sets forth the changes in various components of rental revenues (in thousands):

Current wording

Rental revenues increased approximately $34.6 million in the 2025 period compared to the 2024 period. The following table sets forth the changes in various components of rental revenues (in thousands):

Previous wording

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.

Current wording

Rental revenues at existing properties were positively impacted by obtaining higher rents from new and existing tenants during the last twelve months and strengthening our tenant mix. Straight-line rent adjustment income has increased in conjunction with the additional properties added to the portfolio and the stronger lease execution results.

Previous wording

Management, leasing and other services decreased approximately $94,000 in the 2025 period compared to the 2024 period. The following table sets forth the changes in various components of management, leasing and other services (in thousands):

Current wording

Management, leasing and other service revenues increased approximately $57,000 in the 2025 period compared to the 2024 period. The following table sets forth the changes in various components of management, leasing and other services (in thousands):

Previous wording

Other revenues increased approximately $1.1 million in the 2025 period as compared to the 2024 period. The following table sets forth the changes in various components of other revenues (in thousands):

Current wording

Other revenues increased approximately $1.3 million in the 2025 period as compared to the 2024 period. The following table sets forth the changes in various components of other revenues (in thousands):

Previous wording

Property operating expenses increased approximately $9.2 million in the 2025 period compared to the 2024 period. The following table sets forth the changes in various components of property operating expenses (in thousands):

Current wording

Property operating expenses increased approximately $12.7 million in the 2025 period compared to the 2024 period. The following table sets forth the changes in various components of property operating expenses (in thousands):

Previous wording

Depreciation and amortization costs increased approximately $5.7 million from $68.0 million to $73.8 million in the 2025 period compared to the 2024 period.

Current wording

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

Previous wording

The decrease in depreciation and amortization from existing properties was primarily due to a decrease in lease

Current wording

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

Previous wording

Interest expense increased approximately $2.1 million to $32.2 million in the 2025 period from $30.1 million in the 2024 period. We had outstanding balances averaging approximately $88.9 million on our unsecured lines of credit during the 2025 period compared to $36.0 million for the 2024 period. In addition, $325.0 million of Daily SOFR interest rate swaps became effective on February 1, 2024 at an average fixed pay rate of 3.90%. These swaps replaced $300.0 million of existing swaps that expired on February 1, 2024 which had an average fixed pay rate of 0.40%.

Current wording

Interest expense increased approximately $3.1 million to $48.6 million in the 2025 period from $45.5 million in the 2024 period. We had outstanding balances averaging approximately $86.5 million on our unsecured lines of credit during the 2025 period compared to $28.9 million for the 2024 period. In addition, $325.0 million of Daily SOFR interest rate swaps became effective on February 1, 2024 at an average fixed pay rate of 3.90%. These swaps replaced $300.0 million of existing swaps that expired on February 1, 2024 which had an average fixed pay rate of 0.40%. In addition, we assumed a $115.0 million interest-only mortgage with the acquisition of the Kansas City, KS center.

Previous wording

Under our ATM Offering program, which commenced in February 2021, and replaced with a new program in February 2025, we may offer and sell our common shares, having an aggregate gross sales price of up to $400.0 million. We may sell the common shares in amounts and at times to be determined by us but we have no obligation to sell any of the common shares. Actual sales, if any, will depend on a variety of factors to be determined by us from time to time, including, among other things, market conditions, the trading price of the common shares, capital needs and determinations by us of the appropriate sources of its funding. As of June 30, 2025, we had approximately $400.00 million remaining available for sale under our ATM Offering program. There were no sales of our common shares during the first two quarters of 2025 or 2024.

Current wording

Under our ATM Offering program, we may offer and sell our common shares, having an aggregate gross sales price of up to $400.0 million. We may sell the common shares in amounts and at times to be determined by us but we have no obligation to sell any of the common shares. Actual sales, if any, will depend on a variety of factors to be determined by us from time to time, including, among other things, market conditions, the trading price of the common shares, capital needs and determinations by us of the appropriate sources of its funding. As of September 30, 2025, we had approximately $400.00 million remaining available for sale under our ATM Offering program.

Previous wording

During 2024, we sold an aggregate of 1.9 million shares under the ATM Offering Program which were subject to forward sale agreements, for an estimated aggregate gross value of $69.7 million based on the initial forward sale price of $36.40 with respect to each forward sale agreement. No shares have been settled through June 30, 2025 and shares can be settled at any time over the next 6-9 months, unless otherwise extended. We did not initially receive any proceeds from the sale of these common shares, which were sold to underwriters, by the forward purchasers or their respective affiliates. We did not receive any proceeds from the sale of shares at the time we entered into each of the respective forward sale agreements. We determined that the forward sale agreements meet the criteria for equity classification and, therefore, are exempt from derivative accounting. We recorded the forward sale agreements at fair value at inception, which we determined to be zero. Subsequent changes to fair value are not required under equity classification.

Current wording

During the fourth quarter of 2024, we sold an aggregate of 1.9 million shares under the ATM Offering program which were subject to forward sale agreements, for an estimated aggregate gross value of $69.7 million based on the initial forward sale price of $36.40 with respect to each forward sale agreement. In September 2025, we settled all of these shares for total proceeds of $69.3 million. A portion of the proceeds were used to fund the acquisition of Legends Outlets in Kansas City, Kansas.

Previous wording

In May 2025, the Board authorized the repurchase of up to $200.0 million of the Company’s outstanding shares, replacing the previously authorized share repurchase program to repurchase up to $100.0 million of the Company's outstanding common shares that expired May 31, 2025. . Repurchases may be made from time to time through open market, privately-negotiated, structured or derivative transactions (including accelerated share repurchase transactions), or other methods of acquiring common shares. The Company intends to structure open market purchases to occur within pricing and volume requirements of Rule 10b-18. The Company may, from time to time, enter into Rule 10b5-1 plans to facilitate the repurchase of its common shares under this authorization. The Company did not repurchase any shares for the three and six months ended June 30, 2025 or 2024. The remaining amount of common shares authorized to be repurchased under the program as of June 30, 2025 was approximately $200 million.

Current wording

In May 2025, the Board authorized the repurchase of up to $200.0 million of the Company’s outstanding shares, replacing the previously authorized share repurchase program to repurchase up to $100.0 million of the Company's outstanding common shares that expired May 31, 2025. Repurchases may be made from time to time through open market, privately-negotiated, structured or derivative transactions (including accelerated share repurchase transactions), or other methods of acquiring common shares. The Company intends to structure open market purchases to occur within pricing and volume requirements of Rule 10b-18. The Company may, from time to time, enter into Rule 10b5-1 plans to facilitate the repurchase of its common shares under this authorization. The Company did not repurchase any shares for the three and nine months ended September 30, 2025 or 2024. The remaining amount of common shares authorized to be repurchased under the program as of September 30, 2025 was approximately $200 million.

Previous wording

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

Current wording

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

Previous wording

(2)The decrease is due to timing of renovation projects in the current year as compared to the prior year.

Current wording

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

Previous wording

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

Current wording

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

Previous wording

(1)Excludes one year extension options on our $325.0 million unsecured term loan which matures in 2027 and our $620.0 million unsecured lines of credit which has $92.0 million outstanding at June 30, 2025 which matures in 2028. With extension options, these debt maturities would mature in 2028 and 2029, respectively.

Current wording

(1)Excludes one year extension options on our $325.0 million unsecured term loan which matures in 2027 and our $620.0 million unsecured lines of credit which has $60.0 million outstanding at September 30, 2025 which matures in 2028. With extension options, these debt maturities would mature in 2028 and 2029, respectively.

Previous wording

We are obligated to make periodic interest payments at fixed and variable rates, depending on the terms of the applicable debt agreements. Based on applicable interest rates and scheduled debt maturities as of June 30, 2025, these interest obligations total approximately $59.2 million over the next twelve months.

Current wording

We are obligated to make periodic interest payments at fixed and variable rates, depending on the terms of the applicable debt agreements. Based on applicable interest rates and scheduled debt maturities as of September 30, 2025, these interest obligations total approximately $63.3 million over the next twelve months.

Previous wording

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

Current wording

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

Previous wording

Net cash provided by financing activities increased period over period primarily due to borrowings on our unsecured lines of credit to fund the acquisition of our center in Cleveland, OH.

Current wording

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

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Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

During 2024, we sold an aggregate of 1.9 million shares under the ATM Offering Program which were subject to forward sale agreements, for an estimated aggregate gross value of $69.7 million based on the initial forward sale price of $36.40 with respect to each forward sale agreement. During the nine months ended September 30, 2025, we settled all of these shares for total proceeds of $69.3 million. In the fourth quarter of 2024, we sold 2.6 million shares at an average price of $35.57 for total gross proceeds of $90.9 million.
Rearranged previous paragraphs (5)

Previous report — wording carried elsewhere

•higher operating expenses, depreciation and amortization from the new centers; and

Previous report — wording carried elsewhere

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

Previous report — wording carried elsewhere

•higher operating expenses, depreciation and amortization from the new centers

Previous report — wording carried elsewhere

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

Previous report — wording carried elsewhere

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