Tanger Inc.
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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 other open-air retail centers. 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. 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.
Our shopping centers and other assets are held by, and all of our operations are conducted by, Tanger Properties Limited Partnership and its subsidiaries, which we refer to collectively as the Operating Partnership. The Company, including its wholly-owned subsidiary, Tanger LP Trust, owns the majority of the units of partnership interest issued by the Operating Partnership. 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. Each Class A common limited partnership unit held by the Non-Company LPs is exchangeable for one of the Company's common shares, subject to certain limitations to preserve the Company's status as a REIT for U.S. federal income tax purposes. Class B common limited partnership units, which are held by Tanger LP Trust, are not exchangeable for common shares of the Company.
In addition, as of December 31, 2025, 248,948 of LTIP units were outstanding. LTIP units are intended to qualify as “profits interests” for U.S. federal income tax purposes and are compensatory awards granted to service providers of the Company and the Operating Partnership. Each LTIP unit, if and upon vesting, is convertible, upon the satisfaction of minimum allocations to the capital account of the LTIP unit for federal income tax purposes, into a non-voting Class C common unit of the Operating Partnership. Each such Class C common unit may be exchanged by the holder for one common share of the Company.
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. We also operate in a manner intended to enable us to preserve our status as a REIT, including, among other things, making distributions with respect to our then outstanding common shares and preferred shares, if applicable, equal to at least 90% of our taxable income each year, excluding net capital gains.
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. Copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments thereto can be obtained, free of charge, on our website as soon as reasonably practicable after we file such material with, or furnish it to, the SEC. The information found on, or otherwise accessible through, our website is not incorporated into, and does not form a part of, this Annual Report or any other report or document we file with or furnish to the Securities and Exchange Commission (the "SEC").
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Business Strategy
Our Company was built on a firm foundation of strong and enduring business relationships coupled with disciplined business practices. 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. The confidence and trust that we have developed with our retail partners from the very beginning has allowed us to forge the impressive retail alliances that we enjoy today with our brands and retailers. 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 Outlet Concept
Outlet centers generally consist of stores operated by brands and retailers that sell primarily branded products, some of which are made specifically for the outlet distribution channel, to consumers at significant discounts from regular retail prices charged by department stores, specialty stores and their own full price channels. Outlet centers offer advantages to brands and retailers as they are often able to charge customers lower prices for branded and designer products by eliminating the third-party retailer or through operating efficiencies. Stores and outlet centers also typically have lower operating costs than other retailing formats, enhancing their profit potential. Outlet centers enable retailers to optimize the size of production runs and their inventory positions while continuing to maintain control of their distribution channels. Outlet centers also enable brands and retailers to establish a direct relationship with their customers and maintain brand integrity through control of product placement and pricing.
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.
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.
As one of the original participants in the outlet industry and through key additions to our executive, leasing, operating and center teams, we have long-standing relationships with many of our tenants that we believe are critical in operating, managing, developing, and acquiring successful retail centers.
Our consolidated centers are typically located in a variety of geographical areas, including high frequency tourist destinations and suburbs of vibrant and fast-growing markets. Additionally, our centers are often situated in close proximity to interstate highways that provide accessibility and visibility to potential customers or that serve as the dominant shopping center in a market.
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. 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. 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.
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A portion of our rental revenues are dependent on variable revenue sources. 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.
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. Future retail real estate assets may be wholly-owned by us, owned through joint ventures or partnership arrangements, or through management agreements.
Increasing net operating income at existing centers
Our leasing team focuses on optimizing the use of our real estate to attract and engage best in class brands and retailers with a focus on maximizing consumer demand and rent. The majority of our leases are negotiated to provide for inflation-based contractual rent increases or periodic fixed contractual rent increases and percentage rents. We have historically been able to renew many leases at higher base rents per square-foot and replace underperforming tenants with new or existing brands in our portfolio. Given the current retail environment, we may choose to execute leases with new tenants or renew certain tenants to enhance our tenant mix or maintain a high portfolio occupancy rate. In addition, we are focused on generating non-store revenues (other revenues), through marketing partnerships, media and return on investment ("ROI") driven sustainability initiatives, and actively managing property operating expenses and marketing expenses as a means of growing net operating income.
Expanding and renovating existing centers
Keeping our centers vibrant and growing is a key part of our formula for success. 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.
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. Through our tenant relationships, our teams have the ability to implement a re-merchandising strategy when needed to increase occupancy rates, optimize rents and maximize value. We believe that our brand operating platform and operational expertise and overall retail industry experience will also allow us to add long-term value and viability to these assets.
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.
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In order to help ensure the viability of proceeding with a project, we first gauge the interest of our retail partners. We typically prefer to have signed leases or leases out for negotiation with tenants for at least 60% of the space in each center prior to acquiring the site and beginning construction; however, we may choose to proceed with construction with less than 60% of the space pre-leased under certain circumstances. Construction of a new center typically takes us 12 to 18 months from groundbreaking to the grand opening of the center.
Operating Strategy
Increasing cash flow to enhance the value of our properties and operations remains a primary business objective. Through targeted marketing and operational efficiencies, we strive to improve sales and profitability of our tenants and our centers as a whole. Achieving higher base and percentage rents and generating additional income from temporary leasing, media and other non-store sources also remains an important focus and goal.
Leasing
Our long-standing retailer relationships and our focus on identifying emerging retailers allow us the ability to provide our shoppers with a collection of the world's most popular retailers. Tanger customers shop and save on their favorite branded merchandise including men's, women's and children's ready-to-wear, digitally native brands, lifestyle apparel, footwear, jewelry and accessories, beauty, tableware, housewares, luggage and home goods. In addition, we are focused on adding non-traditional uses to our tenant mix, including experiential and food and beverage tenants. In order for our centers to perform at a high level, our leasing professionals continually monitor and evaluate tenant mix, store size, store location and sales performance. They also work to assist our tenants through re-sizing and re-location of retail space within each of our centers for maximum sales of each retail unit across our portfolio.
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. Our loyalty strategies are two pronged – earning increased wallet share with vested customers and optimizing an incremental ancillary revenue stream. 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.
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. 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.
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Financial statements
data from SEC XBRL filings. Values are as-reported; restatements supersede originals. Values reported in .
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ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the consolidated financial statements appearing elsewhere in this report. Historical results and percentage relationships set forth in the consolidated statements of operations, including trends which might appear, are not necessarily indicative of future operations.
This Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to provide a reader of our financial statements with a narrative from the perspective of our management regarding our financial condition and results of operations, liquidity and certain other factors that may affect our future results. Our MD&A is presented in the following sections:
•General Overview
•Leasing Activity
•Results of Operations
•Liquidity and Capital Resources of the Company
•Liquidity and Capital Resources of the Operating Partnership
•Critical Accounting Estimates
•Recent Accounting Pronouncements
•Non-GAAP Supplemental Measures
•Economic Conditions and Outlook
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General Overview
As of December 31, 2025, we had 31 consolidated centers and 3 open-air lifestyle centers in 21 states totaling 14.0 million square feet. We also had 6 unconsolidated centers totaling 2.1 million square feet, including 2 outlet centers located in Canada. Our portfolio also includes one managed center totaling approximately 457,000 square feet. The table below details our acquisitions, new developments, expansions and dispositions of consolidated and unconsolidated centers that impacted our results of operations and liquidity from December 31, 2022 to December 31, 2025:
Consolidated Centers | Unconsolidated Joint Venture Centers | Managed Centers | ||||||||||||||||||||||||||||||||||||||
Center | Quarter Acquired/Developed/Disposed | Square Feet (in thousands) | Number of Centers | Square Feet (in thousands) | Number of Centers | Square Feet (in thousands) | Number of Centers | |||||||||||||||||||||||||||||||||
| As of December 31, 2022 | 11,353 | 29 | 2,113 | 6 | 457 | 1 | ||||||||||||||||||||||||||||||||||
| Additions: | ||||||||||||||||||||||||||||||||||||||||
Marketplace Palm Beach, FL | Third Quarter | — | — | — | — | 301 | 1 | |||||||||||||||||||||||||||||||||
| Nashville, Tennessee | Fourth Quarter | 291 | 1 | — | — | — | — | |||||||||||||||||||||||||||||||||
| Asheville, North Carolina | Fourth Quarter | 382 | 1 | — | — | — | — | |||||||||||||||||||||||||||||||||
| Huntsville, Alabama | Fourth Quarter | 651 | 1 | — | — | — | — | |||||||||||||||||||||||||||||||||
| Other | 13 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
| As of December 31, 2023 | 12,690 | 32 | 2,113 | 6 | 758 | 2 | ||||||||||||||||||||||||||||||||||
| Additions: | ||||||||||||||||||||||||||||||||||||||||
| Little Rock, Arkansas | Fourth Quarter | 270 | 1 | — | — | — | — | |||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
| As of December 31, 2024 | 12,960 | 33 | 2,113 | 6 | 758 | 2 | ||||||||||||||||||||||||||||||||||
| Dispositions: | ||||||||||||||||||||||||||||||||||||||||
| Howell, Michigan | Second Quarter | (314) | (1) | — | — | — | — | |||||||||||||||||||||||||||||||||
| Marketplace Palm Beach, FL | Second Quarter | — | — | — | — | (301) | (1) | |||||||||||||||||||||||||||||||||
| Additions: | ||||||||||||||||||||||||||||||||||||||||
Cleveland, Ohio | First Quarter | 639 | 1 | — | — | — | — | |||||||||||||||||||||||||||||||||
Kansas City, Kansas | Third Quarter | 690 | 1 | — | — | — | — | |||||||||||||||||||||||||||||||||
| Other | 34 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
| As of December 31, 2025 | 14,009 | 34 | 2,113 | 6 | 457 | 1 | ||||||||||||||||||||||||||||||||||
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Leasing Activity
The following table provides information for our consolidated centers related to leases for new stores that opened or renewals that were executed during the years ended December 31, 2025 and 2024, respectively:
Comparable Space for Executed Leases (1) (2) | ||||||||||||||||||||
| Leasing Transactions | Square Feet (in 000s) | New Initial Rent (psf) (3) | Rent Spread % (4) | Tenant Allowance (psf) (5) | Average Initial Term (in years) | |||||||||||||||
| Total space | ||||||||||||||||||||
| 2025 | 495 | 2,599 | $ | 39.07 | 9.3 | % | $ | 6.73 | 4.06 | |||||||||||
| 2024 | 402 | 1,976 | $ | 36.19 | 15.2 | % | $ | 3.79 | 3.19 | |||||||||||
Comparable and Non-Comparable Space for Executed Leases (1) (2) | ||||||||||||||||||||
| Leasing Transactions | Square Feet (in 000s) | New Initial Rent (psf) (3) | Tenant Allowance (psf) (5) | Average Initial Term (in years) | ||||||||||||||||
| Total space | ||||||||||||||||||||
| 2025 | 555 | 2,887 | $ | 39.53 | $ | 11.33 | 4.43 | |||||||||||||
| 2024 | 454 | 2,250 | $ | 36.64 | $ | 10.16 | 3.81 | |||||||||||||
(1)For consolidated properties owned as of the period-end date. Represents leases for new stores or renewals that were executed during the respective calendar years and excludes license agreements, seasonal tenants and month-to-month leases.
(2)Comparable space excludes leases for space that was vacant for more than 12 months (non-comparable space).
(3)Represents average initial cash rent (base rent and common area maintenance (“CAM”)).
(4)Represents change in average initial and expiring cash rent (base rent and CAM).
(5)Includes other landlord costs.
Results of Operations
2025 Compared to 2024
Net income
Net income increased $16.7 million in 2025 to a net income of $119.5 million compared to net income of $102.8 million for 2024. The change in net income was primarily due to the following:
•higher rental revenues from a strengthened tenant mix and higher new and renewal rental rates related to the same center portfolio;
•higher rental revenues, operating expenses, depreciation and amortization from the acquisition of our center in Little Rock, AR during the fourth quarter of 2024, the Cleveland, OH center during the first quarter of 2025 and the Kansas City, KS center during the third quarter of 2025;
•decrease in net income from the sale of the Howell, MI center during the second quarter of 2025;
•higher interest expense due to the increased balance on our unsecured lines of credit that were used to partially fund our acquisitions; and
•an impairment charge of $4.2 million recorded in the first quarter of 2025 related to our Howell, MI center.
In the tables below, information set forth for acquired properties includes our centers in Little Rock, AR, Cleveland, OH and Kansas City, KS that were acquired in December 2024, February 2025 and September 2025, respectively. Properties disposed includes the center in Howell, MI that sold in April 2025.
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Rental Revenues
Rental revenues increased $53.4 million in 2025 compared to 2024. The following table sets forth the changes in various components of rental revenues (in thousands):
| 2025 | 2024 | Increase/(Decrease) | |||||||||||||||
| Rental revenues from existing properties | $ | 505,578 | $ | 489,235 | $ | 16,343 | |||||||||||
| Rental revenues from acquired properties and property disposed | 40,095 | 6,935 | 33,160 | ||||||||||||||
| Straight-line rent adjustments | 3,410 | 607 | 2,803 | ||||||||||||||
| Lease termination fees | 1,103 | 896 | 207 | ||||||||||||||
| Amortization of above and below market rent adjustments, net | 710 | (157) | 867 | ||||||||||||||
| $ | 550,896 | $ | 497,516 | $ | 53,380 | ||||||||||||
Rental revenues at existing properties were positively impacted by obtaining higher rents from new and existing tenants during the last twelve months and strengthening our tenant mix. Straight-line rent adjustment income has increased in conjunction with the additional properties added to the portfolio and stronger lease execution results.
Management, Leasing and Other Service Revenues
Management, leasing and other service revenues increased $127,000 in 2025 compared to 2024. The following table sets forth the changes in various components of management, leasing and other services (in thousands):
| 2025 | 2024 | Increase/(Decrease) | |||||||||||||||
| Management and marketing | $ | 3,493 | $ | 3,552 | $ | (59) | |||||||||||
| Leasing and other fees | 872 | 1,033 | (161) | ||||||||||||||
| Expense reimbursements from unconsolidated joint ventures and managed properties | 5,407 | 5,060 | 347 | ||||||||||||||
| $ | 9,772 | $ | 9,645 | $ | 127 | ||||||||||||
Other Revenues
Other revenues increased $2.0 million in 2025 as compared to 2024. The following table sets forth the changes in other revenues (in thousands):
| 2025 | 2024 | Increase/(Decrease) | |||||||||||||||
| Other revenues from existing properties | $ | 20,147 | $ | 18,580 | $ | 1,567 | |||||||||||
| Other revenues from acquired properties and property disposed | 747 | 322 | 425 | ||||||||||||||
| $ | 20,894 | $ | 18,902 | $ | 1,992 | ||||||||||||
Other revenues from existing properties increased in 2025 due to an increase in other revenue streams, such as paid media sponsorships and onsite signage, on a local and national level.
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Property Operating Expenses
Property operating expenses increased $17.8 million in 2025 compared to 2024. The following table sets forth the changes in various components of property operating expenses (in thousands):
| 2025 | 2024 | Increase/(Decrease) | |||||||||||||||
| Property operating expenses from existing properties | $ | 150,857 | $ | 148,671 | $ | 2,186 | |||||||||||
| Property operating expenses from acquired properties and property disposed | 18,234 | 2,977 | 15,257 | ||||||||||||||
| Expenses related to unconsolidated joint ventures and managed properties | 5,407 | 5,060 | 347 | ||||||||||||||
| Other property operating expense | 2,004 | 2,021 | (17) | ||||||||||||||
| $ | 176,502 | $ | 158,729 | $ | 17,773 | ||||||||||||
Property operating expenses from existing properties increased in the 2025 period primarily from higher snow removal costs, property taxes and property payroll related expenses, partially offset by decreases in advertising expenses and property insurance costs.
General and Administrative Expenses
General and administrative expenses increased $702,000 in 2025 compared to 2024. We recorded executive separation amounts totaling $1.6 million in the 2024 period. We had no executive separation costs in 2025. Exclusive of the 2024 amounts, general and administrative expenses increased approximately $2.3 million primarily due to higher compensation expenses, healthcare costs and technology related licensing costs, partially offset by lower third-party professional fees.
Depreciation and Amortization
Depreciation and amortization expense increased $12.3 million in 2025 compared to 2024. The following table sets forth the changes in various components of depreciation and amortization costs from the 2024 period to the 2025 period (in thousands):
| 2025 | 2024 | Increase/(Decrease) | |||||||||||||||
| Depreciation and amortization expenses from existing properties | $ | 133,656 | $ | 136,889 | $ | (3,233) | |||||||||||
| Depreciation and amortization from acquired properties and property disposed | 17,320 | 1,801 | 15,519 | ||||||||||||||
| $ | 150,976 | $ | 138,690 | $ | 12,286 | ||||||||||||
The decrease in depreciation and amortization from existing properties was primarily due to acquisition intangible lease related costs that became fully depreciated from prior acquisitions between the comparative periods.
Interest Expense
Interest expense increased $5.2 million in 2025 compared to 2024. We had outstanding balances averaging approximately $76.5 million on our unsecured lines of credit during 2025 compared to an average of $21.7 million in 2024. In addition, we assumed a $115.0 million interest only mortgage with the acquisition of the Kansas City, KS center in September 2025.
Other Income (Expense)
Other income (expense) decreased approximately $816,000 in 2025 compared to 2024 driven by higher interest income earned during the 2024 period from higher average cash balances. During the second half of 2024, we raised $115.9 million of proceeds through our ATM Program which were invested to interest bearing accounts until ultimately deployed into the February 2025 Pinecrest, OH acquisition, contributing to the reduction in other income.
Equity in Earnings of Unconsolidated Joint Ventures
Equity in earnings of unconsolidated joint ventures increased approximately $2.3 million in the 2025 period compared to the 2024 period. The Galveston joint venture refinanced its mortgage during the second quarter of 2025 that resulted in a lower interest rate and the Charlotte joint venture produced stronger comparative results between the periods.
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2024 Compared to 2023
For a discussion of our results of operations for the year ended December 31, 2024, including a year-to-year comparison between 2024 and 2023, refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2024.
Liquidity and Capital Resources of the Company
In this “Liquidity and Capital Resources of the Company” section, the term, the "Company", refers only to Tanger Inc. on an unconsolidated basis, excluding the Operating Partnership.
The Company's business is operated primarily through the Operating Partnership. The Company issues public equity from time to time, but does not otherwise generate any capital itself or conduct any business itself, other than incurring certain expenses in operating as a public company, which are fully reimbursed by the Operating Partnership. The Company does not hold any indebtedness, and its only material asset is its ownership of partnership interests of the Operating Partnership. The Company's principal funding requirement is the payment of dividends on its common shares. The Company's principal source of funding for its dividend payments is distributions it receives from the Operating Partnership.
Through its status as the sole general partner of the Operating Partnership, the Company has the full, exclusive and complete responsibility for the Operating Partnership's day-to-day management and control. The Company causes the Operating Partnership to distribute all, or such portion as the Company may in its discretion determine, of its available cash in the manner provided in the Operating Partnership's partnership agreement. The Company receives proceeds from equity issuances from time to time, but is required by the Operating Partnership's partnership agreement to contribute the proceeds from its equity issuances to the Operating Partnership in exchange for partnership units of the Operating Partnership.
We are a well-known seasoned issuer with a shelf registration that expires in December 2026, which allows us to register various unspecified classes of equity securities and the Operating Partnership to register various unspecified classes of debt securities. As circumstances warrant, we may issue equity from time to time on an opportunistic basis, dependent upon market conditions and available pricing. The Operating Partnership may use the proceeds to repay debt, including borrowings under its lines of credit, develop new or existing properties, make acquisitions of properties or portfolios of properties, invest in existing or newly created joint ventures, or for general corporate purposes.
Our liquidity is dependent on the Operating Partnership's ability to make sufficient distributions to us. The Operating Partnership is a party to loan agreements with various bank lenders that require the Operating Partnership to comply with various financial and other covenants before it may make distributions to us. We also guarantee some of the Operating Partnership's debt. If the Operating Partnership fails to fulfill its debt requirements, which would trigger our guarantee obligations, then we may be required to fulfill our cash payment commitments under such guarantees. However, our only material asset is our investment in the Operating Partnership.
We believe the Operating Partnership's sources of working capital, specifically its cash flow from operations, and borrowings available under its unsecured credit facilities, are adequate for it to make its distribution payments to us and, in turn, for us to make dividend payments to our shareholders and to finance our continued operations, investment and growth strategy and additional expenses we expect to incur. However, there can be no assurance that the Operating Partnership's sources of capital will continue to be available at all or in amounts sufficient to meet its needs, including its ability to make distribution payments to us. The unavailability of capital could adversely affect the Operating Partnership's ability to pay its distributions to us, which will in turn, adversely affect our ability to pay cash dividends to our shareholders.
We operate in a manner intended to enable us to qualify as a REIT under the Internal Revenue Code. In order for us to maintain our qualification as a REIT, we must pay dividends to our shareholders aggregating annually at least 90% of our taxable income. While historically we have satisfied this distribution requirement by making cash distributions to our shareholders, it may choose to satisfy this requirement by making distributions of cash or other property, including, in limited circumstances, our own shares.
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For tax reporting purposes, we distributed approximately $130.2 million during 2025. If in any taxable year, we were to fail to qualify as a REIT and certain statutory relief provisions were not applicable, we would not be allowed a deduction for distributions to shareholders in computing taxable income and would be subject to U.S. federal income tax (including any applicable alternative minimum tax for tax years prior to 2019) on our taxable income at the regular corporate rate.
As a result of this distribution requirement, the Operating Partnership cannot rely on retained earnings to fund its on-going operations to the same extent that other companies whose parent companies are not REITs can. We may need to continue to raise capital in the equity markets to fund the Operating Partnership's working capital needs, as well as potential developments of new or existing properties, acquisitions or investments in existing or newly created joint ventures.
We currently consolidate the Operating Partnership because we have (1) the power to direct the activities of the Operating Partnership that most significantly impact the Operating Partnership’s economic performance and (2) the obligation to absorb losses and the right to receive the residual returns of the Operating Partnership that could be potentially significant. We do not have significant assets other than our investment in the Operating Partnership. Therefore, the assets and liabilities and the revenues and expenses of the Company and the Operating Partnership are the same on their respective financial statements, except for immaterial differences related to cash, other assets and accrued liabilities that arise from public company expenses paid by the Company. However, all debt is held directly or indirectly at the Operating Partnership level, and we have guaranteed some of the Operating Partnership's unsecured debt as discussed below. Because we consolidate the Operating Partnership, the section entitled "Liquidity and Capital Resources of the Operating Partnership" should be read in conjunction with this section to understand the liquidity and capital resources of the Company on a consolidated basis and how the Company is operated as a whole.
Dividend Declarations
In January 2025, the Board declared a $0.275 cash dividend per common share payable on February 14, 2025 to each shareholder of record on January 31, 2025, and in its capacity as General Partner of the Operating Partnership, authorized a $0.275 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.
In April 2025, the Board declared a $0.2925 cash dividend per common share payable on May 15, 2025 to each shareholder of record on April 30, 2025, and in its capacity as General Partner of the Operating Partnership, authorized a $0.2925 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.
In July 2025, the Board declared a $0.2925 quarterly cash dividend per common share payable on August 15, 2025 to each shareholder of record on July 31, 2025, and, in its capacity as General Partner of the Operating Partnership, authorized a $0.2925 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.
In October 2025, the Board declared a $0.2925 quarterly cash dividend per common share payable on November 14, 2025 to each shareholder of record on October 31, 2025, and, in its capacity as General Partner of the Operating Partnership, authorized a $0.2925 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.
In January 2026, the Board declared a $0.2925 cash dividend per common share payable on February 13, 2026 to each shareholder of record on January 30, 2026, and a $0.2925 cash distribution per general and limited partnership unit to the Operating Partnership's unitholders.
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ATM Program
Under our at-the-market share offering program (“ATM Program”), we may offer and sell our common shares, $0.01 par value per share, having an aggregate gross sales price of up to $400 million. The ATM Program includes forward sales capability detailed in the “Forward Sale Agreements” section below. We may sell the common shares in amounts and at times to be determined by us but we have no obligation to sell any of the common shares. Actual sales, if any, will depend on a variety of factors to be determined by us from time to time, including, among other things, market conditions, the trading price of the common shares, capital needs and determinations by us of the appropriate sources of its funding. We currently intend to use the net proceeds from the sale of common shares pursuant to the ATM Program for external growth, working capital and general corporate expenses. As of December 31, 2025, we had approximately $400.0 million remaining available for sales of shares under the ATM Program.
The following table sets forth information regarding settlements under our ATM Offering program:
| 2025 | 2024 | 2023 | |||||||||||||||
| Number of common shares settled during the period | 1,915,762 | 3,374,184 | 3,494,919 | ||||||||||||||
| Average price per share | $ | 36.40 | $ | 34.34 | $ | 25.75 | |||||||||||
| Aggregate gross proceeds (in thousands) | $ | 69,731 | $ | 115,878 | $ | 89,986 | |||||||||||
| Aggregate net proceeds after commissions and fees (in thousands) | $ | 69,314 | $ | 114,541 | $ | 88,861 | |||||||||||
There were no sales of our common shares during 2025. However, during the third quarter of 2025, we settled all of the forward shares that were outstanding under the ATM Program, as discussed in the “Forward Sale Agreements” section below.
Forward Sale Agreements
During the fourth quarter of 2024, we sold an aggregate of 1.9 million shares under the ATM Program, which were subject to forward sale agreements, for an estimated aggregate gross value of $69.7 million based on the initial forward sale price of $36.40 with respect to each forward sale agreement. In September 2025, we settled all of the outstanding forward shares that were issued under the ATM Program for total gross proceeds of $69.7 million. A portion of the proceeds were used to fund the acquisition of the Legends Outlets in Kansas City, Kansas.
Share Repurchase Program
In May 2025, the Board authorized the repurchase of up to $200.0 million of the Company’s outstanding shares, replacing the previously authorized plan to repurchase up to $100.0 million of the Company's outstanding shares that expired May 31, 2025. Repurchases may be made from time to time through open market, privately-negotiated, structured or derivative transactions (including accelerated share repurchase transactions), or other methods of acquiring shares. The Company intends to structure open market purchases to occur within the pricing and volume requirements of Rule 10b-18 under the Exchange Act. The Company may, from time to time, enter into Rule 10b5-1 plans to facilitate the repurchase of its shares under this authorization. The Company did not repurchase any shares in 2025 subsequent to the authorization of the repurchase plan in May 2025. The remaining amount authorized to be repurchased under the program as of December 31, 2025 was $200.0 million.
In January 2026, we used approximately $20 million of the net proceeds from the Exchangeable Notes Offering to repurchase 589,622 of the Company’s common shares concurrently with the pricing of the Exchangeable Notes in privately negotiated transactions for $33.92 per common share.
Liquidity and Capital Resources of the Operating Partnership
In this “Liquidity and Capital Resources of the Operating Partnership” section, the terms “we”, “our” and “us” refer to the Operating Partnership or the Operating Partnership and the Company together, as the context requires.
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Summary of Our Major Sources and Uses of Cash and Cash Equivalents
General Overview
Property rental income represents our primary source to pay property operating expenses, debt service, capital expenditures and distributions, excluding non-recurring capital expenditures and acquisitions. To the extent that our cash flow from operating activities is insufficient to cover such non-recurring capital expenditures and acquisitions, we finance such activities from borrowings under our unsecured lines of credit or from the proceeds from the Operating Partnership’s debt offerings and the Company’s equity offerings.
We believe we achieve a strong and flexible financial position by attempting to: (1) maintain a conservative leverage position relative to our portfolio when pursuing new development, expansion and acquisition opportunities, (2) extend and sequence debt maturities, (3) manage our interest rate risk through an appropriate mix of fixed and variable rate debt and interest rate hedging strategies, (4) maintain access to liquidity by using our lines of credit in a conservative manner and (5) preserve internally generated sources of capital by maintaining a conservative distribution payout ratio. We manage our capital structure to reflect a long-term investment approach and utilize multiple sources of capital to meet our requirements, including without limitation, cash on hand, retained free cash flow and debt and equity issuances.
Capital Expenditures
The following table details our capital expenditures for consolidated centers for the years ended December 31, 2025 and 2024, respectively (in thousands):
| 2025 | 2024 | Change | |||||||||||||||
| Capital expenditures analysis: | |||||||||||||||||
New center developments, redevelopments, first generation tenant allowances and expansions (1) | $ | 32,474 | $ | 27,008 | $ | 5,466 | |||||||||||
| Renovations | 7,497 | 6,243 | 1,254 | ||||||||||||||
Second generation tenant allowances (2) | 20,540 | 24,437 | (3,897) | ||||||||||||||
Other capital expenditures | |||||||||||||||||
Next expected filings
- ~2026-11-07 10-Q expected by 2026-11-12 (in 83 days)
- ~2027-02-25 10-K expected by 2027-03-04 (in 193 days)
- ~2027-05-05 10-Q expected by 2027-05-10 (in 262 days)
- ~2027-08-07 10-Q expected by 2027-08-12 (in 356 days)
Predicted from historical filing cadence; not an SEC commitment.
Recent SEC filings
- 2026-08-06 10-Q Quarterly Report
- 2026-08-04 8-K Earnings Release; Regulation FD Disclosure; Financial Statements and Exhibits
- 2026-05-08 8-K Shareholder Vote Results; Other Events
- 2026-05-04 10-Q Quarterly Report
- 2026-04-30 8-K Earnings Release; Regulation FD Disclosure; Financial Statements and Exhibits
- 2026-02-27 8-K Material Agreement Entered; Material Agreement Terminated; Other Events; Financial Statements and Exhibits
- 2026-02-26 10-K Annual Report
- 2026-02-24 8-K Earnings Release; Regulation FD Disclosure; Financial Statements and Exhibits
- 2026-01-12 8-K Material Agreement Entered; Material Financial Obligation; Unregistered Equity Sale; Financial Statements and Exhibits
- 2026-01-08 8-K Other Events; Financial Statements and Exhibits
- 2026-01-06 8-K Material Agreement Entered; Material Financial Obligation; Regulation FD Disclosure; Financial Statements and Exhibits
- 2025-11-06 10-Q Quarterly Report
- 2025-11-04 8-K Earnings Release; Regulation FD Disclosure; Financial Statements and Exhibits
- 2025-08-06 10-Q Quarterly Report
- 2025-08-04 8-K Earnings Release; Regulation FD Disclosure; Financial Statements and Exhibits