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The discussion of our results of operations reported in the unaudited, condensed consolidated statements of operations compares the three and six months ended June 30, 2026 with the three and six months ended June 30, 2025. The results of operations discussion is combined for Tanger Inc. and Tanger Properties Limited Partnership because the results are virtually the same for both entities. The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements appearing elsewhere in this report. Historical results and percentage relationships set forth in the unaudited, condensed consolidated statements of operations, including trends which might appear, are not necessarily indicative of future operations. Unless the context indicates otherwise, the term “Company” refers to Tanger Inc. and subsidiaries and the term “Operating Partnership” refers to Tanger Properties Limited Partnership and subsidiaries. The terms “we,” “our” and “us” refer to the Company or the Company and the Operating Partnership together, as the text requires.
Cautionary Statements
Certain statements made in this Quarterly Report on Form 10-Q contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for purposes of complying with these safe harbor provisions. Forward-looking statements are generally identifiable by use of the words “anticipate,” “believe,” “can,” “continue,” “could,” “designed,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” and similar expressions that do not report historical matters. Such statements are based on assumptions and expectations that may not be realized and are inherently subject to risks, uncertainties and other factors, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Although we believe the expectations reflected in these forward-looking statements are based on reasonable assumptions, future events and actual results, performance, transactions or achievements, financial and otherwise, may differ materially from the results, performance, transactions or achievements expressed or implied by the forward-looking statements. As a result, you should not rely on or construe any forward-looking statements in this Quarterly Report as predictions of future events or as guarantees of future performance. We caution you not to place undue reliance on forward-looking statements, which speak only as of the date of this Quarterly Report. All of our forward-looking statements are qualified in their entirety by this cautionary statement.
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There are a number of risks, uncertainties and other factors that could cause our actual results to differ materially from the forward-looking statements contained in or contemplated by this Quarterly Report. Any forward-looking statements should be considered in light of the risks, uncertainties and other factors referred to in Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025. Such risks and uncertainties include, but are not limited to: risks associated with general economic and financial conditions, including inflationary pressures and recessionary fears, newly-imposed and potentially additional U.S. tariffs and responsive non-U.S. tariffs, increased capital costs and capital markets volatility, increases in unemployment and reduced consumer confidence and spending; risks related to our ability to acquire or develop new retail centers or expand existing retail centers successfully; risks related to the financial performance and market value of our retail centers and the potential for reductions in asset valuations and related impairment charges; our dependence on rental income from real property; the relative illiquidity of real property investments; failure of our acquisitions or dispositions of retail centers to achieve anticipated results; competition for the acquisition and development of retail centers, and our inability to complete the acquisitions of retail centers we may identify; competition for tenants with competing retail centers and our inability to execute leases with tenants on terms consistent with our expectations; the diversification of our tenant mix and the operation of full price retail may not achieve our expected results; risks associated with environmental regulations; risks associated with possible terrorist activity or other acts or threats of violence and threats to public safety; risks related to international military conflicts, international trade disputes and foreign currency volatility; the fact that certain of our leases include co-tenancy and/or sales-based provisions that may allow a tenant to pay reduced rent and/or terminate a lease prior to its natural expiration; our dependence on the results of operations of our retailers and their bankruptcy, early termination or closing could adversely affect us; the impact of geopolitical conflicts; the impact of a prolonged government shutdown; the immediate and long-term impact of the outbreak of a highly infectious or contagious disease on our tenants and on our business (including the impact of actions taken to contain the outbreak or mitigate its impact); the fact that certain of our properties are subject to ownership interests held by third parties, whose interests may conflict with ours; risks related to climate change; risks related to uninsured losses; the risk that consumer, travel, shopping and spending habits may change; risks associated with our Canadian investments; risks associated with attracting and retaining key personnel; risks associated with debt financing; risks associated with our guarantees of debt for, or other support we may provide to, joint venture properties; the effectiveness of our interest rate hedging arrangements; our potential failure to qualify as a REIT; our legal obligation to pay dividends to our shareholders; legislative or regulatory actions that could adversely affect our shareholders; our dependence on distributions from the Operating Partnership to meet our financial obligations, including dividends; risks of costs and disruptions from cyber-attacks or acts of cyber-terrorism on our information systems or on third party systems that we use; unanticipated threats to our business from changes in information and other technologies, including artificial intelligence; and the uncertainties of costs to comply with regulatory changes and other important factors which may cause actual results to differ materially from current expectations include, but are not limited to, those set forth under Item 1A - “Risk Factors” in the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2025.
Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.
The following discussion should be read in conjunction with the condensed consolidated financial statements appearing elsewhere in this report. Historical results and percentage relationships set forth in the condensed consolidated statements of operations, including trends which might appear, are not necessarily indicative of future operations.
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This Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to provide a reader of our financial statements with a narrative from the perspective of our management regarding our financial condition and results of operations, liquidity and certain other factors that may affect our future results. Our MD&A is presented in the following sections:
•General Overview
•Leasing Activity
•Results of Operations
•Liquidity and Capital Resources of the Company
•Liquidity and Capital Resources of the Operating Partnership
•Critical Accounting Estimates
•Recent Accounting Pronouncements
•Non-GAAP Supplemental Measures
•Economic Conditions and Outlook
General Overview
As of June 30, 2026, we owned and operated 31 consolidated outlet centers and four open-air lifestyle centers, with a total gross leasable area of approximately 14.3 million square feet. We also had partial ownership interests in six unconsolidated centers totaling approximately 2.1 million square feet, including two centers in Canada. Our portfolio also includes one managed center totaling approximately 457,000 square feet. The table below details our acquisitions, new developments, expansions and dispositions of consolidated and unconsolidated centers that significantly impacted our results of operations and liquidity from January 1, 2025 to June 30, 2026 (square feet in thousands):
Consolidated Centers Unconsolidated Joint Venture Centers Managed Centers
Center Quarter Acquired/Developed/Disposed Square Feet Number of Centers Square Feet Number of Centers Square Feet Number of Centers
As of January 1, 2025 12,960 33 2,113 6 758 2
Dispositions
Howell, MI Second Quarter (314) (1) — — — —
Marketplace Palm Beach, FL Second Quarter — — — — (301) (1)
Additions:
Cleveland, OH First Quarter 639 1 — — — —
Kansas City, KS Third Quarter 690 1 — — — —
Other 34 — — — — —
As of December 31, 2025 14,009 34 2,113 6 457 1
Additions:
Toledo, OH Second Quarter 301 1 — — — —
Other (16) — — — — —
As of June 30, 2026 14,294 35 2,113 6 457 1
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The following table summarizes certain information for our existing consolidated centers in which we have an ownership interest as of June 30, 2026. Except as noted, all properties are owned in fee simple.
Consolidated Centers Legal Square
Property Name Location Ownership % Feet (1) % Occupied (1)
Tanger Outlets Deer Park Deer Park, NY 100 737,473 99.4
Tanger Outlets Riverhead Riverhead, NY (2) 100 729,377 95.6
Tanger Outlets Kansas City at Legends Kansas City, KS (3) 100 693,218 96.5
Bridge Street Town Centre, a Tanger Property Huntsville, AL 100 651,016 91.8
Pinecrest, a Tanger Property Cleveland, OH 100 639,016 97.5
Tanger Outlets Rehoboth Beach Rehoboth Beach, DE (2) 100 547,937 99.6
Tanger Outlets Foley Foley, AL 100 532,416 95.7
Tanger Outlets Savannah Savannah, GA 100 488,698 98.7
Tanger Outlets Atlantic City Atlantic City, NJ (2) 100 484,748 83.3
Tanger Outlets San Marcos San Marcos, TX 100 471,816 99.2
Tanger Outlets Sevierville Sevierville, TN (2) 100 450,079 100.0
Tanger Outlets Myrtle Beach - Highway 501 Myrtle Beach, SC 100 431,201 95.8
Tanger Outlets Phoenix Glendale, AZ 100 410,753 92.9
Tanger Outlets Myrtle Beach - Highway 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 99.3
Tanger Outlets Asheville Asheville, NC 100 376,432 96.0
Tanger Outlets Pittsburgh Pittsburgh, PA 100 373,863 98.5
Tanger Outlets Commerce Commerce, GA 100 371,408 93.7
Tanger Outlets Grand Rapids Grand Rapids, MI 100 357,133 95.3
Tanger Outlets Fort Worth Fort Worth, TX 100 351,901 99.4
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 99.1
Tanger Outlets Gonzales Gonzales, LA 100 322,063 91.0
Tanger Outlets Mebane Mebane, NC 100 319,762 99.0
Tanger Outlets Atlanta Locust Grove, GA 100 315,582 100.0
Tanger Outlets Foxwoods Mashantucket, CT (2) 100 311,229 93.2
Levis Commons Town Center, a Tanger Property Toledo, OH 100 301,187 97.5
Tanger Outlets Nashville Nashville, TN 100 290,667 100.0
The Promenade at Chenal, a Tanger Property Little Rock, AR 100 269,642 98.8
Tanger Outlets Tilton Tilton, NH 100 250,558 90.7
Tanger Outlets Hershey Hershey, PA 100 249,696 99.2
Tanger Outlets Hilton Head II Hilton Head, SC 100 206,564 96.9
Tanger Outlets Hilton Head I Hilton Head, SC 100 182,735 84.7
Totals 14,293,639 96.6
(1)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 5 and 6 to the condensed consolidated financial statements for further details of our debt obligations.
(4)Based on the capital contribution and distribution provisions in the joint venture agreement, we expect our economic interest in this venture’s cash flow to exceed our legal ownership percentage. We currently receive substantially all the economic interest of the property.
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Unconsolidated Joint Venture Properties Legal Square
Property Name Location Ownership % Feet (1) % Occupied (1)
Charlotte Premium Outlets (2) Charlotte, NC 50 398,675 93.0
Tanger Outlets Ottawa Ottawa, Ontario, Canada 50 357,213 98.1
Tanger Outlets Columbus (2) Columbus, OH 50 355,245 99.0
Tanger Outlets Houston (2) Texas City, TX 50 352,705 95.5
Tanger Outlets National Harbor (2) National Harbor, MD 50 341,156 99.3
Tanger Outlets Cookstown Cookstown, Ontario, Canada 50 307,883 94.6
Totals 2,112,877 96.5
(1)Excludes square footage and occupancy associated with ground leases to tenants.
(2)Property encumbered by a mortgage. See Note 4 to the condensed consolidated financial statements for further details of the joint venture’s debt obligations.
Managed Property Location Square Feet
Tanger Outlets Palm Beach Palm Beach, FL 457,326
Leasing Activity
The following table provides information for our consolidated centers related to leases for new stores that opened or renewals that were executed during the respective trailing twelve-month periods ended June 30, 2026 and 2025:
Comparable Space for Executed Leases (1) (2)
Leasing Transactions Square Feet (in 000’s) New Initial Rent (psf) (3) Rent Spread% (4) TenantAllowance(psf) (5) AverageInitial Term(in years)
Total space
2026 517 2,855 $39.60 10.8 % $6.83 4.20
2025 495 2,371 $36.49 11.7 % $5.37 3.40
Comparable and Non-Comparable Space for Executed Leases (1) (2)
Leasing Transactions Square Feet (in 000’s) New Initial Rent (psf) (3) TenantAllowance(psf) (5) AverageInitial Term(in years)
Total space
2026 574 3,105 $39.98 $9.48 4.46
2025 547 2,646 $36.96 $12.08 3.95
(1)For consolidated properties owned as of the period-end date. Represents leases for new stores or renewals that were executed during the respective trailing 12-month periods and excludes license agreements, seasonal tenants, month-to-month leases and new developments.
(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.
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RESULTS OF OPERATIONS
Comparison of the three months ended June 30, 2026 to the three months ended June 30, 2025
NET INCOME
Net income increased approximately $3.3 million in the 2026 period to $34.6 million as compared to net income of $31.3 million for the 2025 period. The change in net income was primarily attributable 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, and depreciation and amortization resulting from the acquisitions of our centers in Kansas City, KS during the third quarter of 2025 and Toledo, OH during the second quarter of 2026;
•higher interest expense due to the assumption of a $115.0 million interest-only mortgage associated with the third quarter 2025 acquisition of a center in Kansas City, KS and the financing transactions in January 2026, including the issuance of $250.0 million aggregate principal amount of Exchangeable Notes and additional unsecured term loan proceeds; and
•higher interest income from cash on hand as a result of our financing transactions in January 2026
In the tables below, information set forth for acquired properties includes our centers in Kansas City, KS, and Toledo, OH that were acquired in September 2025, and May 2026, respectively. Properties disposed include the center in Howell, MI that was sold in April 2025 which was held for sale during the three months ended March 31, 2025.
RENTAL REVENUES
Rental revenues increased approximately $14.8 million in the 2026 period compared to the 2025 period. The following table sets forth the changes in various components of rental revenues (in thousands):
2026 2025 Increase/(Decrease)
Rental revenues from existing properties $ 135,465 $ 132,252 $ 3,213
Rental revenues from acquired properties and property disposed 6,903 246 6,657
Straight-line rent adjustments 2,226 712 1,514
Lease termination fees 593 271 322
Amortization of above and below market rent adjustments, net 3,087 (46) 3,133
$ 148,274 $ 133,435 $ 14,839
Rental revenues at existing properties were positively impacted by obtaining higher rents from new and existing tenants during the last twelve months and strengthening our tenant mix. Straight-line rent adjustment income increased due to build out periods for certain larger leases, stronger lease execution, and from the acquisition of additional properties to the portfolio. Amortization of above and below market rent adjustments increased from the acceleration of $2.2 million of below market lease values related to an acquired Saks Off 5th lease at our Phoenix center.
MANAGEMENT, LEASING AND OTHER SERVICE REVENUES
Management, leasing and other service revenues increased approximately $33,000 in the 2026 period compared to the 2025 period. The following table sets forth the changes in various components of management, leasing and other service revenues (in thousands):
2026 2025 Increase/(Decrease)
Management and marketing fees $ 862 $ 881 $ (19)
Leasing and other fees 187 138 49
Expense reimbursements from unconsolidated joint ventures 1,222 1,219 3
$ 2,271 $ 2,238 $ 33
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OTHER REVENUES
Other revenues increased approximately $822,000 in the 2026 period as compared to the 2025 period. The following table sets forth the changes in various components of other revenues (in thousands):
2026 2025 Increase/(Decrease)
Other revenues from existing properties $ 5,737 $ 5,009 $ 728
Other revenues from acquired properties and property disposed 106 12 94
$ 5,843 $ 5,021 $ 822
Other revenues from existing properties increased in the 2026 period due to an increase in other revenue streams, such as EV charging, paid media sponsorships and onsite signage, on a local and national level.
PROPERTY OPERATING EXPENSES
Property operating expenses increased approximately $5.1 million in the 2026 period compared to the 2025 period. The following table sets forth the changes in various components of property operating expenses (in thousands):
2026 2025 Increase/(Decrease)
Property operating expenses from existing properties $ 40,783 $ 38,774 $ 2,009
Property operating expenses from acquired properties and property disposed 2,935 202 2,733
Expenses related to unconsolidated joint ventures 1,222 1,219 3
Other property operating expenses 533 178 355
$ 45,473 $ 40,373 $ 5,100
Property operating expenses from existing properties increased due to higher digital advertising and employee health insurance related costs. These increases were partially offset by lower property insurance expenses. Additionally, as part of the Saks Off 5th bankruptcy and our acquisition of certain of their leases, we recorded $1.3 million of lease termination expense.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses increased approximately $1.5 million from $19.0 million to $20.5 million in the 2026 period compared to the 2025 period. The increase is primarily related to higher employee compensation costs, higher healthcare costs, and other professional fees.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization costs increased approximately $5.4 million in the 2026 period compared to the 2025 period.
2026 2025 Increase/(Decrease)
Depreciation and amortization from existing properties $ 38,249 $ 36,608 $ 1,641
Depreciation and amortization from acquired properties and property disposed 3,726 — 3,726
$ 41,975 $ 36,608 $ 5,367
The increase in depreciation and amortization from existing properties was primarily due to renovation activity at certain centers.
INTEREST EXPENSE
Interest expense increased approximately $3.0 million to $19.4 million in the 2026 period compared to $16.4 million in the 2025 period. In January 2026, we issued $250.0 million aggregate principal amount of the Exchangeable Notes and also refinanced our unsecured term loans, which increased our total outstanding balance from $325.0 million to $400.0 million. In addition, during September 2025, we assumed a $115.0 million interest-only mortgage in connection with the acquisition of the Kansas City, KS center.
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OTHER INCOME (EXPENSE)
Other income (expense) increased approximately $1.8 million to $1.7 million in the 2026 period compared to ($26,000) in the 2025 period. The financing transactions in January 2026 resulted in cash on hand that was invested and led to a $1.7 million increase in interest income in the 2026 period compared to the 2025 period.
EQUITY IN EARNINGS OF UNCONSOLIDATED JOINT VENTURES
Equity in earnings of unconsolidated joint ventures increased approximately $815,000 to $3.8 million in the 2026 period compared to $3.0 million in the 2025 period. The increase was due to stronger comparative operating results at all of our joint ventures and the refinance of the Galveston joint venture mortgage during the second quarter of 2025 that resulted in a lower interest rate.
Comparison of the six months ended June 30, 2026 to the six months ended June 30, 2025
NET INCOME
Net income increased approximately $12.7 million in the 2026 period to $64.0 million as compared to net income of $51.3 million for the 2025 period. Significant items impacting the comparability of the two periods include the following:
•higher rental revenues from a strengthened tenant mix and higher new and renewal rental rates related to the same center portfolio;
•higher rental revenues, operating expenses, and depreciation and amortization resulting from the acquisitions of our centers in Cleveland, OH; Kansas City, KS and Toledo, OH during the first quarter of 2025, the third quarter of 2025 and the second quarter of 2026, respectively;
•higher interest expense due to the assumption of a $115.0 million interest-only mortgage associated with the third quarter 2025 acquisition of a center in Kansas City, KS and the financing transactions in January 2026, including the issuance of $250.0 million aggregate principal amount of Exchangeable Notes and additional unsecured term loan proceeds;
•higher interest income from cash on hand as a result of our financing transactions in January 2026;
•higher depreciation expense from recent redevelopments at certain centers;
•decrease in net income from the sale of the Howell, MI center during the second quarter of 2025; 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 Cleveland, OH, Kansas City, KS, and Toledo, OH that were acquired in February 2025, September 2025, and May 2026, respectively. Properties disposed includes the center in Howell, MI that sold in April 2025.
RENTAL REVENUES
Rental revenues increased approximately $29.1 million in the 2026 period compared to the 2025 period. The following table sets forth the changes in various components of rental revenues (in thousands):
2026 2025 Increase/(Decrease)
Rental revenues from existing properties $ 256,154 $ 250,030 $ 6,124
Revenues from acquired properties and property disposed 24,832 11,227 13,605
Straight-line rent adjustments 4,578 294 4,284
Lease termination fees 2,714 721 1,993
Amortization of above and below market rent adjustments, net 3,534 448 3,086
$ 291,812 $ 262,720 $ 29,092
Rental revenues at existing properties were positively impacted by obtaining higher rents from new and existing tenants during the last twelve months and strengthening our tenant mix. Straight-line rent adjustment income increased due to build out periods for certain larger leases, stronger lease execution, and from the acquisition of additional properties to the portfolio. Lease termination fees increased from negotiations with tenants that were terminated prior to the contractual end of their leases. Amortization of above and below market rent adjustments increased from the acceleration of $2.2 million of below market lease values related to an acquired Saks Off 5th lease at our Phoenix center.
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MANAGEMENT, LEASING AND OTHER SERVICE REVENUES
Management, leasing and other service revenues decreased approximately $170,000 in the 2026 period compared to the 2025 period. The following table sets forth the changes in various components of management, leasing and other services revenues (in thousands):
2026 2025 Increase/(Decrease)
Management and marketing fees $ 1,713 $ 1,754 $ (41)
Leasing and other fees 310 350 (40)
Expense reimbursements from unconsolidated joint ventures 2,452 2,541 (89)
$ 4,475 $ 4,645 $ (170)
Management and marketing fees decreased from lower management revenues. We no longer manage one of the Palm Beach, FL locations that we previously managed in 2025. Leasing fees from unconsolidated joint ventures and managed-only properties decreased due to the timing of leases eligible for renewal and re-tenanting between the 2025 period and the 2026 period.
OTHER REVENUES
Other revenues increased approximately $1.8 million in the 2026 period as compared to the 2025 period. The following table sets forth the changes in various components of other revenues (in thousands):
2026 2025 Increase/(Decrease)
Other revenues from existing properties $ 10,002 $ 8,440 $ 1,562
Other revenues from acquired properties and property disposed 516 252 264
$ 10,518 $ 8,692 $ 1,826
Other revenues from existing properties increased in the 2026 period due to an increase in other revenue streams, such as EV charging, paid media sponsorships and onsite signage, on a local and national level.
PROPERTY OPERATING EXPENSES
Property operating expenses increased approximately $10.0 million in the 2026 period compared to the 2025 period. The following table sets forth the changes in various components of property operating expenses (in thousands):
2026 2025 Increase/(Decrease)
Property operating expenses from existing properties $ 76,862 $ 73,137 $ 3,725
Property operating expenses from acquired properties and property disposed 11,877 5,556 6,321
Expenses related to unconsolidated joint ventures 2,452 2,540 (88)
Other property operating expenses 1,015 960 55
$ 92,206 $ 82,193 $ 10,013
Property operating expenses from existing properties increased due to higher snow removal costs in the first quarter of 2026, higher healthcare costs and a benefit from certain expense refunds in the first quarter of 2025. These increases were partially offset by lower property insurance expenses. Additionally, as part of the Saks Off 5th bankruptcy and our acquisition of certain of their leases, we recorded $1.3 million of lease termination expense.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses increased approximately $2.6 million from $38.0 million to $40.6 million in the 2026 period compared to the 2025 period.
The increase is primarily related to higher employee compensation costs, higher healthcare costs, and other professional fees.
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DEPRECIATION AND AMORTIZATION
Depreciation and amortization costs increased approximately $8.6 million from $73.8 million to $82.3 million in the 2026 period compared to the 2025 period.
2026 2025 Increase/(Decrease)
Depreciation and amortization from existing properties $ 71,008 $ 69,733 $ 1,275
Depreciation and amortization from acquired properties and property disposed 11,319 4,021 7,298
$ 82,327 $ 73,754 $ 8,573
The increase in depreciation and amortization from existing properties was primarily due to redevelopment activity at certain centers.
INTEREST EXPENSE
Interest expense increased approximately $6.4 million to $38.6 million in the 2026 period compared to $32.2 million in the 2025 period. In January 2026, we issued $250.0 million aggregate principal amount of the Exchangeable Notes and also refinanced our unsecured term loans, which increased our total outstanding balance from $325.0 million to $400.0 million. In addition, during September 2025, we assumed a $115.0 million interest-only mortgage in connection with the acquisition of the Kansas City, KS center.
OTHER INCOME (EXPENSE)
Other income (expense) increased approximately $3.4 million from $191,000 to $3.6 million in the 2026 period compared to the 2025 period. The financing transactions in January 2026 resulted in cash on hand that was invested and led to a $3.2 million increase in interest income in the 2026 period compared to the 2025 period.
EQUITY IN EARNINGS OF UNCONSOLIDATED JOINT VENTURES
Equity in earnings of unconsolidated joint ventures increased approximately $1.9 million from $5.4 million to $7.3 million in the 2026 period compared to the 2025 period. The increase was due to stronger comparative operating results at certain of our joint ventures and the refinance of the Galveston joint venture mortgage during the second quarter of 2025 that resulted in a lower interest rate.
LIQUIDITY AND CAPITAL RESOURCES OF THE COMPANY
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.
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We are a well-known seasoned issuer (as defined in the Securities Act) with a shelf registration that expires in February 2029 and allows the Company to register unspecified, various classes of equity securities and the Operating Partnership to register unspecified, various classes of debt securities. We expect to file a new joint shelf registration statement on Form S-3 prior to the expiration of the current registration statement. As circumstances warrant, the Company 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, to develop new or existing properties, to make acquisitions of properties or portfolios of properties, to invest in existing or newly created joint ventures or for general corporate purposes.
The liquidity of the Company is dependent on the Operating Partnership’s ability to make sufficient distributions to the Company. 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 the Company. The Company also guarantees some of the Operating Partnership’s debt. If the Operating Partnership fails to fulfill its debt requirements, which trigger the Company’s guarantee obligations, then the Company may be required to fulfill its cash payment commitments under such guarantees. However, the Company’s only material asset is its investment in the Operating Partnership.
The Company believes the Operating Partnership's sources of working capital, specifically its cash flow from operations, cash on hand and, if necessary from time to time, borrowings available under its unsecured credit facilities, are adequate for it to make its distribution payments to the Company and, in turn, for the Company to make its dividend payments to its shareholders and to finance its continued operations, investment and growth strategy and additional expenses we expect to incur for at least the next twelve months. However, there can be no assurance that the Operating Partnership's sources of capital will continue to be available at all or in amounts sufficient to meet its needs, including its ability to make distribution payments to the Company. The unavailability of capital could adversely affect the Operating Partnership's ability to pay its distributions to the Company, which will in turn adversely affect the Company's ability to pay cash dividends to its shareholders. Risks are detailed in “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2025.
We operate in a manner intended to enable us to qualify as a REIT under the Internal Revenue Code of 1986, as amended. For the Company to maintain its qualification as a REIT, it must pay dividends to its shareholders aggregating annually at least 90% of its taxable income. While historically the Company has satisfied this distribution requirement by making cash distributions to its shareholders, it may choose to satisfy this requirement by making distributions of cash or other property, including, in limited circumstances, the Company's own common shares.
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 real estate investment trusts can. The Company may need to continue to raise capital in the equity markets to fund the Operating Partnership’s working capital needs, as well as potential new developments, expansions and renovations of existing properties, acquisitions or investments in existing or newly created joint ventures.
The Company currently consolidates the Operating Partnership because it has (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. The Company does not have significant assets other than its 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 the Company has guaranteed some of the Operating Partnership’s unsecured debt as discussed below. Because the Company consolidates the Operating Partnership, the section entitled “Liquidity and Capital Resources of the Operating Partnership” should be read in conjunction with this section to understand the liquidity and capital resources of the Company on a consolidated basis and how the Company is operated as a whole. This includes the Company’s guarantees of the Operating Partnership’s unsecured credit facilities, term loans and the Exchangeable Notes described under “Liquidity and Capital Resources of the Operating Partnership—Financing Arrangements.”
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ATM Offering Program
In February 2026, the Company and the Operating Partnership filed an automatic shelf registration statement on Form S-3 (File No. 333-293804) (the “Universal Registration Statement”) with the SEC, which became effective automatically upon filing. In connection with the filing of the Universal Registration Statement, on February 26, 2026, the Company also filed a new prospectus supplement with the SEC to the base prospectus, contained in the Universal Registration Statement, which relates to the Company’s at-the-market stock offering (“ATM Offering”) program. Substantially concurrent with the Company’s and the Operating Partnership’s entry into the Sales Agreement (as defined below), the Company terminated its existing ATM Equity Offering Sales Agreement, among the Company, the Operating Partnership and the agents party thereto (the “2025 Sales Agreement”), in accordance with the terms of the 2025 Sales Agreement.
In February 2026, the Company and the Operating Partnership entered into the ATM Equity Offering Sales Agreement (the “2026 Sales Agreement”) with each of the certain sales agents listed therein (the “Sales Agents”), pursuant to which the Company may issue and sell shares of its common shares having an aggregate gross sales price of up to $400 million in amounts and at times to be determined by the Company. The purpose of the entry into the 2026 Sales Agreement and the termination of the 2025 Sales Agreement was to reference the Universal Registration Statement in the 2026 Sales Agreement and to add an additional Sales Agent, Forward Purchaser and Forward Seller not party to the 2025 Sales Agreement.
Under our ATM Offering program, we may offer and sell our common shares for a gross sales price of up to $400 million in amounts and times to be determined by the Company and 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. Our ATM Offering program allows for the sale of common shares through forward sales contracts. These contracts meet all conditions for equity classification, and as such, common shares are recorded at the offering price specified in the contract upon settlement. We also account for the potential dilution from forward sales contracts in the earnings per share calculations, using the treasury stock method to determine any dilutive impact before settlement.
We currently intend to use the net proceeds from the sale of common shares pursuant to the ATM Offering program for working capital and general corporate expenses. As of June 30, 2026, we had approximately $375.7 million remaining available for sales of common shares under the ATM Offering program. There were no sales of our common shares under the ATM Offering program during the first six months of 2025 or first three months of 2026. See “Forward Sale Agreements” below regarding certain common shares sold under our ATM Offering program pursuant to forward sale agreements that had not settled as of June 30, 2026.
Forward Sale Agreements
In June 2026, we sold an aggregate of 600,000 common shares under the ATM Offering program which were subject to forward sale agreements, for an estimated gross value of $24.3 million based on the initial forward sale price of $40.50 per common share. Shares can be settled at any time during the next 15 months from the date of entry into the applicable forward sale agreement, unless otherwise extended. We did not initially receive any proceeds from the sale of these common shares, which were sold to underwriters by the forward purchasers or their respective affiliates. We did not receive any proceeds from the sale of the shares at the time we entered into each of the respective forward sale agreements and will not receive any proceeds until settlement. We determined that the forward sale agreements meet the criteria for equity classification and, therefore, are exempt from derivative accounting. We recorded the forward sale agreements at fair value at inception, which we determined to be zero. Subsequent changes to fair value are not required under equity classification.
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Share Repurchase Program
In May 2025, the Board authorized the repurchase of up to $200.0 million of the Company’s outstanding common 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 under the Exchange Act. The Company may, from time to time, enter into Rule 10b5-1 plans to facilitate the repurchase of its common shares under this authorization.
The Company repurchased 589,622 common shares during the six months ended June 30, 2026. The Company did not repurchase any common shares during the three months ended June 30, 2026 or the three and six months ended June 30, 2025. The remaining amount of common shares authorized to be repurchased under the program as of June 30, 2026 was approximately $180.0 million.
Dividends
In January 2026, the Board declared a $0.2925 cash dividend per common share payable on February 13, 2026 to each shareholder of record on January 30, 2026, and in its capacity as General Partner of the Operating Partnership, authorized a $0.2925 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.
In April 2026, the Board declared a $0.3125 quarterly cash dividend per common share payable on May 15, 2026 to each shareholder of record on April 30, 2026, and, in its capacity as General Partner of the Operating Partnership, authorized a $0.3125 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.
In July 2026, the Board declared a $0.3125 quarterly cash dividend per common share payable on August 14, 2026 to each shareholder of record on July 31, 2026, and, in its capacity as General Partner of the Operating Partnership, authorized a $0.3125 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.
LIQUIDITY AND CAPITAL RESOURCES OF THE OPERATING PARTNERSHIP
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 text requires.
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, redevelopments, 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 cash on hand, borrowings under our unsecured lines of credit, to the extent available, 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 unsecured 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 cash flow from operations and debt and equity issuances.
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Our ability to access capital on favorable terms could be affected by various risks and uncertainties, including, but not limited to, macroeconomic conditions, including rising interest rates and inflation, international trade relations and trade policy, including those related to tariffs, geopolitical conflict and other risks detailed in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2025.
Capital Expenditures
The following table details our capital expenditures for consolidated centers for the six months ended June 30, 2026 and 2025 (in thousands):
Six months ended June 30,
2026 2025 Change
New developments, redevelopments, investments and expansions (1) $ 14,395 $ 6,235 $ 8,160
Renovations (2) 4,772 2,426 2,346
Second generation tenant allowances, lease incentives and lease commissions(3) 18,975 7,105 11,870
Other capital expenditures (4) 9,055 11,077 (2,022)
Additions to rental property-accrual basis 47,197 26,843 20,354
Conversion from accrual to cash basis (6,146) 752 (6,898)
Additions to rental property-cash basis $ 41,051 $ 27,595 $ 13,456
(1)The increase is primarily related to increased redevelopment activity and increased outparcel developments.
(2)The increase is primarily related to larger scale renovations at two of our assets.
(3)The increase is primarily due to timing and size of new store openings in the period compared to prior year.
(4)The decrease is primarily related to lower spend on capital improvements.
Potential Future Developments and Acquisitions
We intend to continue to grow our portfolio by developing, expanding or acquiring additional outlet and retail real estate assets. Future real estate assets may be wholly-owned by us, owned through joint ventures or partnership arrangements, or managed through management agreements. However, you should note that any developments or expansions that we, or a joint venture that we have an ownership interest in, have planned or anticipated may not be started or completed as scheduled, or may not result in accretive net income or funds from operations ("FFO"). See the section "Non-GAAP Supplemental Earnings Measures" - "Funds From Operations" below for further discussion of FFO. In addition, we regularly evaluate acquisition or disposition proposals and engage from time to time in negotiations for acquisitions or dispositions of properties. We may also enter into letters of intent for the purchase or sale of properties. Any prospective acquisition or disposition that is being evaluated or which is subject to a letter of intent may not be consummated.
As of the date of this filing, we are not in the pre-development period for any new developments. We may use joint venture arrangements to develop potential sites.
In the case of projects to be wholly-owned by us, we expect to fund these projects with cash on hand, borrowings under our unsecured lines of credit and cash flows from operations, but may also fund them with capital from additional public debt and equity offerings. For projects to be developed through joint venture arrangements, we may use collateralized construction loans to fund a portion of the project, with our share of the equity requirements funded from sources described above.
Unconsolidated Real Estate Joint Ventures
From time to time, we form joint venture arrangements to develop centers. As of June 30, 2026, we have partial ownership interests in six unconsolidated centers totaling approximately 2.1 million square feet, including two centers in Canada. See Note 4 to the condensed consolidated financial statements for details of our individual joint ventures, including, but not limited to, carrying values of our investments, fees we receive for services provided to the joint ventures, recent development and financing transactions and condensed combined summary financial information.
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We may elect to fund cash needs of a joint venture through equity contributions (generally on a basis proportionate to our ownership interests), advances or partner loans, although such funding is not typically required contractually or otherwise. We separately report investments in joint ventures for which accumulated distributions have exceeded investments in, and our share of net income or loss of, the joint ventures within other liabilities in the condensed consolidated balance sheets because we are committed and intend to provide further financial support to these joint ventures. We believe our joint ventures will be able to fund their operating and capital needs for the next twelve months based on their sources of working capital, specifically cash flow from operations, access to contributions from partners, and ability to refinance debt obligations, including the ability to exercise upcoming extensions of near term maturities.
Our joint ventures are typically encumbered by a mortgage on the joint venture property. We provide guarantees to lenders for our joint ventures, which include standard non-recourse carve out indemnifications for losses arising from items such as but not limited to fraud, physical waste, payment of taxes, environmental indemnities, misapplication of insurance proceeds or security deposits and failure to maintain required insurance. A default by a joint venture under its debt obligations may expose us to liability under the guaranty. For secured term loans, we may include a guaranty of completion as well as principal. Our joint ventures may contain make whole provisions in the event that demands are made on any existing guarantees.
Our joint ventures are generally subject to buy-sell provisions that are customary for joint venture agreements in the real estate industry. Either partner may initiate these provisions (subject to any applicable lock up period), which could result in either the sale of our interest or the use of available cash or additional borrowings to acquire the other party's interest. Under these provisions, one partner sets a price for the property, then the other partner has the option to either (1) purchase their partner's interest based on that price or (2) sell its interest to the other partner based on that price. Since the partner other than the partner who triggers the provision has the option to be the buyer or seller, we do not consider this arrangement to be a mandatory redeemable obligation.
Contractual Obligations
There were no material changes in our contractual commitments during the six months ended June 30, 2026 from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, other than the following updates to our contractual obligations for future debt and interest payments over the next five years and thereafter as of June 30, 2026.
Future Debt Obligations
Maturities and principal amortization of the existing long-term debt as of June 30, 2026 for the next five years and thereafter are as follows (in thousands):
Calendar Year Amount
For the remainder of 2026 (1) $ 350,000
2027 415,000
2028 (2) —
2029 (2) —
2030 311,700
Thereafter 800,000
Subtotal 1,876,700
Net discount and debt origination costs (15,737)
Total $ 1,860,963
(1)A portion of the net proceeds from the Exchangeable Notes Offering, together with a portion of the proceeds of the Operating Partnership’s term loans, are expected to be used to repay in full the Operating Partnership’s outstanding $350 million aggregate principal amount of 3.125% senior notes due 2026 at maturity on September 1, 2026.
(2)Excludes the two six-month extension options on our $620.0 million unsecured lines of credit, under which there were no outstanding borrowings at June 30, 2026 and which matures in 2028. If the extension options are exercised, the maturity dates would be extended to 2029.
The Company guarantees the Operating Partnership’s unsecured credit facilities, term loans (including the amended 2030 Term Loan and the new 2033 Term Loan) and the Exchangeable Notes.
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Future Interest Payments
We are obligated to make periodic interest payments at fixed and variable rates, depending on the terms of the applicable debt agreements. Based on applicable interest rates and scheduled debt maturities as of June 30, 2026, these interest obligations total approximately $74.3 million over the next twelve months.
Cash Flows
The following table sets forth our changes in cash flows from June 30, 2026 and 2025 (in thousands):
Six months ended June 30,
2026 2025 Change
Net cash provided by operating activities $ 129,555 $ 123,302 $ 6,253
Net cash used in investing activities (126,954) (185,531) 58,577
Net cash provided by financing activities 151,602 24,901 126,701
Effect of foreign currency rate changes on cash and equivalents (87) (65) (22)
Net increase (decrease) in cash and cash equivalents $ 154,116 $ (37,393) $ 191,509
Operating Activities
Net cash provided by operating activities increased period over period primarily due to changes in working capital and our acquisition of our center in Toledo, OH that was acquired in the second quarter of 2026.
Investing Activities
The decrease in net cash used in investing activities was primarily due to the acquisition of our center in Cleveland, OH in the first quarter of 2025 and the acquisition of our center in Toledo, OH in the second quarter of 2026, partially offset by additions to short-term investments and capital additions in the first two quarters of 2026.
Financing Activities
Net cash provided by financing activities increased period over period primarily due to higher borrowings related to the Exchangeable Notes issued in the first quarter of 2026, partially offset by our share repurchase during the first quarter of 2026 and paydowns of our line of credit and our Atlantic City mortgage during the second quarter of 2026.
Financing Arrangements
As of June 30, 2026, unsecured borrowings represented 91% of our outstanding debt and 95% of the gross book value of our real estate portfolio was unencumbered. The Company guarantees the Operating Partnership’s obligations under our unsecured lines of credit, our term loans and the Exchangeable Notes.
In January 2026, we entered into an unsecured term loan financing to further enhance our liquidity and extend our debt maturity profile. On January 6, 2026, we closed on $550.0 million of unsecured term loans, comprised of (1) an amendment of our existing $325.0 million term loan increasing the capacity to $350.0 million and extending the maturity to December 2030 (the "2030 Term Loan") and (2) a new $200.0 million term loan due January 2033 (the "2033 Term Loan"). We drew an incremental $75.0 million at closing, for a total outstanding amount of $400.0 million, and we have a combined $150.0 million available under a delayed draw feature. In July 2026, we borrowed $50.0 million on our 2033 Term Loan bringing the loan balance to $200.0 million and the total Term Loan balance drawn to $450.0 million. The applicable pricing margin is SOFR plus 95 basis points for the 2030 Term Loan and SOFR plus 125 basis points for the 2033 Term Loan based on our current credit rating.
In January 2026, the Operating Partnership entered into amendments to each of (1) the Revolving Credit Agreement with, Bank of America, N.A., as administrative agent, and the lenders party thereto, and (2) the Liquidity Credit Agreement with Bank of America, N.A., referred to herein as the Operating Partnership’s unsecured lines of credit, such amendments in each case removing the 10 basis point SOFR credit adjustment spread and making certain conforming changes from the 2030 Term Loan and the 2033 Term Loan. As of June 30, 2026, we maintained unsecured lines of credit that provided for borrowings of up to $620.0 million, consisting of a $20.0 million liquidity line and a $600.0 million syndicated line. The syndicated line may be increased to up to $1.2 billion through an accordion feature in certain circumstances.
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We intend to retain the ability to raise additional capital, including public debt or equity, to pursue attractive investment opportunities that may arise and to otherwise act in a manner that we believe to be in the best interests of our shareholders and unitholders. The Company and Operating Partnership are well-known seasoned issuers with a joint shelf registration statement on Form S-3, expiring in February 2029, that allows us to offer and sell unspecified amounts of different classes of securities. To generate capital to reinvest into other attractive investment opportunities, we may also consider the use of additional operational and developmental joint ventures, property management opportunities, the sale or lease of outparcels on our existing properties and the sale of certain properties that do not meet our long-term investment criteria. Based on cash provided by operations, existing lines of credit, ongoing relationships with certain financial institutions and our ability to sell debt or issue equity subject to market conditions, we believe that we have access to the necessary financing to fund the planned capital expenditures for at least the next twelve months.
We anticipate that adequate cash will be available to fund our operating and administrative expenses, regular debt service obligations, and the payment of dividends in accordance with REIT requirements in both the short- and long-term. Although we receive most of our rental payments on a monthly basis, dividends and distributions to shareholders and unitholders, respectively, are typically made quarterly and interest payments on the senior, unsecured notes are made semi-annually. Amounts accumulated for such payments will be used in the interim to reduce the outstanding borrowings under our existing unsecured lines of credit or invested in short-term money market or other suitable instruments. We believe our current balance sheet position is financially sound; however, due to the economic uncertainty caused by the current macroeconomic environment, including but not limited to international trade relations and trade policy, including those related to tariffs, 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.
Exchangeable Notes Offering
In January 2026, the Operating Partnership issued $250.0 million aggregate principal amount of the Exchangeable Notes in a private placement (the “Exchangeable Notes Offering”). The Exchangeable Notes are guaranteed, on a senior, unsecured basis, by the Company. The Exchangeable Notes bear interest at a rate of 2.375% per year, payable semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2026. The Exchangeable Notes mature on January 15, 2031, unless earlier exchanged, redeemed or repurchased. The Exchangeable Notes will be exchangeable at an initial exchange rate of 24.0662 common shares per $1,000 principal amount of the Exchangeable Notes (equivalent to an exchange price of approximately $41.55 per common share). The Exchangeable Notes will be exchangeable for cash up to the aggregate principal amount of the Exchangeable Notes to be exchanged and, in respect of the remainder of the exchange obligation, if any, in excess thereof, cash, common shares or a combination thereof, at the election of the Operating Partnership. Net proceeds after the initial purchaser’s discount and offering costs were approximately $243 million. See Note 6 to our accompanying condensed consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.
The Operating Partnership and/or the Company (1) used approximately $9 million of the net proceeds from the Exchangeable Notes to pay the cost of the Capped Call Transactions (as defined below), (2) used approximately $20 million of the net proceeds from the Exchangeable Notes to repurchase approximately 590,000 common shares concurrently with the pricing of the Exchangeable Notes in privately negotiated transactions effected with or through one of the initial purchasers or its affiliate, at a price per share equal to the last reported sale price of the common shares on the NYSE on January 7, 2026 ($33.92), (3) intend to use a portion of the net proceeds from the Exchangeable Notes, together with a portion of the proceeds of the Operating Partnership’s term loans, to repay all of the outstanding debt under the Operating Partnership’s unsecured lines of credit and to repay in full of the Operating Partnership’s outstanding $350 million aggregate principal amount of 3.125% senior notes due 2026 at maturity on September 1, 2026, and (4) intend to use the remaining net proceeds from the Exchangeable Notes for general corporate purposes, including the redemption or repayment of indebtedness.
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Capped Call Transactions
In January 2026, in connection with the issuance of the Exchangeable Notes, the Company entered into privately negotiated Capped Call Transactions with certain financial institutions for a total cost of $9 million. The Capped Call Transactions are intended to reduce potential dilution to our common shareholders and offset amounts payable by the Operating Partnership upon exchange of the Exchangeable Notes. The Capped Call Transactions cover, subject to customary anti‑dilution adjustments, the number of shares of the Company’s common shares underlying the Exchangeable Notes and generally expire upon maturity of the Exchangeable Notes or earlier settlement, as applicable.
Forward Starting Interest Rate Derivatives
In the first quarter of 2026, we entered into $145.0 million of interest rate swap agreements on unsecured debt bringing the total amount of derivative contracts entered into during 2025 and 2026 to $325.0 million with effective dates throughout 2026 and 2027. These recent agreements have expiration dates ranging from October 1, 2027, to September 1, 2030.
In the second quarter of 2026, we entered into a $25.0 million interest rate swap agreement on unsecured debt with an effective date of July 6, 2026 and an expiration date of April 1, 2031. The fixed Daily SOFR base rate of this interest rate swap agreement is 3.5%.
Equity Offerings under the ATM Offering Program
As of June 30, 2026, we have a remaining authorization of $375.7 million of common shares under the ATM Offering program. We did not sell any common shares during the first quarter of 2026 or the first half of 2025. In June 2026, we sold 600,000 common shares under the ATM Offering program, which were subject to forward sale agreements, for an estimated gross value of $24.3 million based on the initial forward sale price of $40.50 per common share. Shares can be settled at any time during the 15 months from the date of entry into the applicable forward sale agreement, unless otherwise extended.
Our ATM Offering program also provides that we may sell common shares through forward sale contracts. Actual sales under the ATM Offering 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.
Debt Covenants
The Operating Partnership’s debt agreements require the maintenance of certain ratios, including debt service coverage and leverage, and limit the payment of dividends such that dividends and distributions will not exceed funds from operations, as defined in the agreements, for the prior fiscal year on an annual basis or 95% on a cumulative basis.
We have historically been, and at June 30, 2026, are, in compliance with all of our debt covenants. Our continued compliance with these covenants depends on many factors and could be impacted by current or future economic conditions. Failure to comply with these covenants would result in a default, which, if we were unable to cure or obtain a waiver from the lenders, could accelerate the repayment obligations. Further, in the event of default, the Company may be restricted from paying dividends to its shareholders in excess of dividends required to maintain its REIT qualification. Accordingly, an event of default could have a material and adverse impact on us. As a result, we have considered our short-term (one-year or less from the date of filing these financial statements) liquidity needs and the adequacy of our estimated cash flows from operating activities and other financing sources to meet these needs. These other sources include but are not limited to: existing cash, ongoing relationships with certain financial institutions, our ability to issue debt or equity subject to market conditions and proceeds from the potential sale of non-core assets. We believe that we have access to the necessary financing to fund our short-term liquidity needs.
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As of June 30, 2026, we were in compliance with all financial and non-financial covenants related to our debt obligations.
Senior, unsecured notes financial covenants Required Actual
Total Consolidated Debt to Adjusted Total Assets < 60% 41 %
Total Secured Debt to Adjusted Total Assets < 40% 4 %
Total Unencumbered Assets to Unsecured Debt > 150% 253 %
Consolidated Income Available for Debt Service to Annual Debt Service Charge > 1.5 x 5.3 x
Lines of credit and term loan Required Actual
Total Liabilities to Total Adjusted Asset Value < 60% 36 %
Secured Indebtedness to Total Adjusted Asset Value < 35% 6 %
EBITDA to Fixed Charges > 1.5 x 4.5 x
Total Unsecured Indebtedness to Adjusted Unencumbered Asset Value < 60% 30 %
Unencumbered Interest Coverage Ratio > 1.5 x 5.7 x
Debt of unconsolidated joint ventures
The following table details information regarding the outstanding debt of the unconsolidated joint ventures as of June 30, 2026 (dollars in millions). We do not guarantee any debt of our unconsolidated joint ventures.
Joint Venture Ownership % Total Joint Venture Debt Maturity Date Interest Rate
Charlotte 50% $ 95.0 July 2028 4.27%
Columbus 50% 71.0 October 2032 6.25%
Galveston/Houston(1) 50% 60.0 June 2030 SOFR + 1.65%
National Harbor 50% 89.7 January 2030 4.63 %
Debt origination costs (1.5)
50% $ 314.2
(1)In June 2025, the Galveston/Houston joint venture refinanced its mortgage loan to extend the maturity from June 2026 to June 2030, which included an increase in principal balance from $58.0 million to $60.0 million, and reduced the interest rate from the Daily Secured Overnight Financing Rate (“Daily SOFR”) + 3.0% to Daily SOFR + 1.65%. In conjunction with this refinancing, the joint venture entered into a $60.0 million interest rate swap that fixes Daily SOFR at 3.4% until June 2029.
Critical Accounting Estimates
The preparation of financial statements and related disclosures in conformity with U.S. GAAP and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions and estimates that affect the amounts reported. Our Annual Report on Form 10-K for the year ended December 31, 2025 contains a discussion of our critical accounting estimates in the Management's Discussion and Analysis of Financial Condition and Results of Operations section. There have been no material changes to these estimates during the six months ended June 30, 2026.
Recent Accounting Pronouncements
See Note 19 to the condensed consolidated financial statements for information on recently adopted accounting standards and new accounting pronouncements issued.
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NON-GAAP SUPPLEMENTAL MEASURES
Funds From Operations
Funds From Operations (“FFO”) is a widely used measure of the operating performance for real estate companies that supplements net income (loss) determined in accordance with GAAP. We determine FFO based on the definition set forth by the National Association of Real Estate Investment Trusts (“Nareit”), of which we are a member. In December 2018, Nareit issued “Nareit Funds From Operations White Paper - 2018 Restatement,” which clarifies, where necessary, existing guidance and consolidates alerts and policy bulletins into a single document for ease of use. Nareit defines FFO as net income (loss) available to the Company’s common shareholders computed in accordance with GAAP, excluding (i) depreciation and amortization related to real estate, (ii) gains or losses from sales of certain real estate assets, (iii) gains and losses from change in control, (iv) impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity and (v) after adjustments for unconsolidated partnerships and joint ventures calculated to reflect FFO on the same basis.
FFO is intended to exclude historical cost depreciation of real estate as required by GAAP, which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. Because FFO excludes depreciation and amortization of real estate assets, gains and losses from property dispositions and extraordinary items, it provides a performance measure that, when compared year over year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, development activities and interest costs, providing perspective not immediately apparent from net income (loss).
We present FFO because we consider it an important supplemental measure of our operating performance. In addition, a portion of cash bonus compensation to certain members of management is based on our FFO or Core FFO, which is described in the section below. We believe it is useful for investors to have enhanced transparency into how we evaluate our performance and that of our management. In addition, FFO is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results. FFO is also widely used by us and others in our industry to evaluate and price potential acquisition candidates. We believe that FFO payout ratio, which represents regular distributions to common shareholders and unitholders of the Operating Partnership expressed as a percentage of FFO, is useful to investors because it facilitates the comparison of dividend coverage between REITs. Nareit has encouraged its member companies to report their FFO as a supplemental, industry-wide standard measure of REIT operating performance.
FFO has significant limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:
•FFO does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
•FFO does not reflect changes in, or cash requirements for, our working capital needs;
•Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and FFO does not reflect any cash requirements for such replacements; and
•Other companies in our industry may calculate FFO differently than we do, limiting its usefulness as a comparative measure.
Because of these limitations, FFO should not be considered as a measure of discretionary cash available to us to invest in the growth of our business or our dividend paying capacity. We compensate for these limitations by relying primarily on our GAAP results and using FFO only as a supplemental measure.
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Core FFO
We present Core Funds From Operations (“Core FFO”) as a supplemental measure of our performance. We define Core FFO as FFO further adjusted to eliminate the impact of certain items that we do not consider indicative of our ongoing operating performance. These further adjustments are itemized in the table below. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Core FFO you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Core FFO should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.
We present Core FFO because we believe it assists investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we believe it is useful for investors to have enhanced transparency into how we evaluate management’s performance and the effectiveness of our business strategies. We use Core FFO when certain material, unplanned transactions occur as a factor in evaluating management’s performance and to evaluate the effectiveness of our business strategies, and may use Core FFO when determining incentive compensation.
Core FFO has limitations as an analytical tool. Some of these limitations are:
•Core FFO does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
•Core FFO does not reflect changes in, or cash requirements for, our working capital needs;
•Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Core FFO does not reflect any cash requirements for such replacements;
•Core FFO does not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; and
•Other companies in our industry may calculate Core FFO differently than we do, limiting its usefulness as a comparative measure.
Because of these limitations, Core FFO should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using Core FFO only as a supplemental measure.
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Below is a reconciliation of net income to FFO and Core FFO available to common shareholders (in thousands, except per share amounts):
Three months ended Six months ended
June 30, June 30,
2026 2025 2026 2025
Net income $ 34,599 $ 31,330 $ 64,016 $ 51,329
Adjusted for:
Depreciation and amortization of real estate assets - consolidated 40,644 35,386 79,661 71,364
Depreciation and amortization of real estate assets - unconsolidated joint ventures 2,328 2,306 4,673 5,166
Impairment charge - consolidated — — — 4,249
FFO 77,571 69,022 148,350 132,108
FFO attributable to noncontrolling interests in other consolidated partnerships — — — —
Allocation of earnings to participating securities (478) (408) (853) (764)
FFO available to common shareholders (1) $ 77,093 $ 68,614 $ 147,497 $ 131,344
Core FFO available to common shareholders (1) $ 77,093 $ 68,614 $ 147,497 $ 131,344
FFO available to common shareholders per share - diluted (1) $ 0.64 $ 0.58 $ 1.23 $ 1.11
Core FFO available to common shareholders per share - diluted (1) $ 0.64 $ 0.58 $ 1.23 $ 1.11
Weighted Average Shares:
Basic weighted average common shares 114,455 112,659 114,347 112,528
Effect of dilutive securities:
Equity awards 1,278 1,464 1,260 1,484
Diluted weighted average common shares (for earnings per share computations) 115,733 114,123 115,607 114,012
Exchangeable operating partnership units 4,678 4,663 4,674 4,669
Diluted weighted average common shares (for FFO and Core FFO per share computations) (1) 120,411 118,786 120,281 118,681
(1)Assumes the Class A and Class C common limited partnership units of the Operating Partnership held by the noncontrolling interests are exchanged for common shares of the Company. Each Class A and Class C common limited partnership unit is exchangeable for one of the Company’s common shares, subject to certain limitations to preserve the Company’s REIT status.
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Portfolio Net Operating Income and Same Center Net Operating Income
We present portfolio net operating income (“Portfolio NOI”) and same center net operating income (“Same Center NOI”) as supplemental measures of our operating performance. Portfolio NOI represents our property level net operating income which is defined as total operating revenues less property operating expenses and excludes termination fees and non-cash adjustments including straight-line rent, net above and below market rent amortization, straight-line rent expense on land leases, lease incentives, impairment charges, loss on early extinguishment of debt and gains or losses on the sale of assets recognized during the periods presented. We define Same Center NOI as Portfolio NOI for the properties that were operational for the entire portion of both comparable reporting periods and which were not acquired, or subject to a material expansion or non-recurring event, such as a natural disaster, during the comparable reporting periods. We present Portfolio NOI and Same Center NOI on a consolidated basis.
We believe Portfolio NOI and Same Center NOI are non-GAAP metrics used by industry analysts, investors and management to measure the operating performance of our properties because they provide performance measures directly related to the revenues and expenses involved in owning and operating real estate assets and provide a perspective not immediately apparent from net income (loss), FFO or Core FFO. Because Same Center NOI excludes properties developed, redeveloped, acquired and sold; as well as non-cash adjustments, gains or losses on the sale of outparcels and termination rents; it highlights operating trends such as occupancy levels, rental rates and operating costs on properties that were operational for both comparable periods. Portfolio NOI and Same Center NOI should not be considered alternatives to net income (loss) as an indication of our performance or to cash flows as a measure of our liquidity or our ability to make distributions. Other REITs may use different methodologies for calculating Portfolio NOI and Same Center NOI, and accordingly, our Portfolio NOI and Same Center NOI may not be comparable to other REITs.
Portfolio NOI and Same Center NOI should not be considered alternatives to net income (loss) or as an indicator of our financial performance since they do not reflect the entire operations of our portfolio, nor do they reflect the impact of general and administrative expenses, acquisition-related expenses, interest expense, depreciation and amortization costs, other non-property income and losses, the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties, or trends in development and construction activities which are significant economic costs and activities that could materially impact our results from operations. Because of these limitations, Portfolio NOI and Same Center NOI should not be viewed in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using Portfolio NOI and Same Center NOI only as supplemental measures.
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Below is a reconciliation of net income to Portfolio NOI and Same Center NOI for the consolidated portfolio (in thousands):
Three months ended Six months ended
June 30, June 30,
2026 2025 2026 2025
Net income $ 34,599 $ 31,330 $ 64,016 $ 51,329
Adjusted to exclude:
Equity in earnings of unconsolidated joint ventures (3,849) (3,034) (7,291) (5,433)
Interest expense 19,427 16,399 38,603 32,171
Other (income) expense (1,724) 26 (3,631) (191)
Impairment charge — — — 4,249
Depreciation and amortization 41,975 36,608 82,327 73,754
Other non-property income (472) (468) (353) (508)
Corporate general and administrative expenses 20,514 18,992 40,665 38,008
Non-cash adjustments (1) (5,232) (585) (7,950) (579)
Lease termination fees (2) 707 (271) (1,414) (721)
Portfolio NOI - Consolidated 105,945 98,997 204,972 192,079
Non-same center NOI - Consolidated (7,178) (3,369) (13,447) (5,920)
Same Center NOI - Consolidated (3) $ 98,767 $ 95,628 $ 191,525 $ 186,159
(1)Non-cash items include straight-line rent, above and below market rent amortization, straight-line rent expense on land leases, and lease incentives.
(2)Lease termination fees includes termination rent income and termination rent expense.
(3)Centers excluded from Same Center NOI:
Center Date Event
Cleveland, OH February 2025 Acquired
Kansas City, KS September 2025 Acquired
Toledo, OH May 2026 Acquired
Howell, MI April 2025 Sold
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Adjusted EBITDA, EBITDAre and Adjusted EBITDAre
We present Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) as adjusted for items described below (“Adjusted EBITDA”), EBITDA for Real Estate (“EBITDAre”) and Adjusted EBITDAre, all non-GAAP measures, as supplemental measures of our operating performance. Each of these measures is defined as follows:
We define Adjusted EBITDA as net income (loss) available to the Company’s common shareholders computed in accordance with GAAP before net interest expense, income taxes (if applicable), depreciation and amortization, gains and losses on sale of operating properties, joint venture properties, outparcels and other assets, impairment write-downs of depreciated property and of investment in unconsolidated joint ventures caused by a decrease in value of depreciated property in the affiliate, compensation related to voluntary retirement plan and other executive officer severance, certain executive departure-related adjustments, gain on sale of non-real estate asset, casualty gains and losses, gains and losses on early extinguishment of debt, net and other items that we do not consider indicative of the Company's ongoing operating performance.
We determine EBITDAre based on the definition set forth by Nareit, which is defined as net income (loss) available to the Company’s common shareholders computed in accordance with GAAP before net interest expense, income taxes (if applicable), depreciation and amortization, gains and losses on sale of operating properties, gains and losses on change of control and impairment write-downs of depreciated property and of investment in unconsolidated joint ventures caused by a decrease in value of depreciated property in the affiliate and after adjustments to reflect our share of the EBITDAre of unconsolidated joint ventures.
Adjusted EBITDAre is defined as EBITDAre excluding gains and losses on early extinguishment of debt, net, casualty gains and losses, compensation related to voluntary retirement plan and other executive officer severance, gain on sale of non-real estate asset, gains and losses on sale of outparcels, and other items that we do not consider indicative of the Company's ongoing operating performance.
We present Adjusted EBITDA, EBITDAre and Adjusted EBITDAre as we believe they are useful for investors, creditors and rating agencies as they provide additional performance measures that are independent of a Company’s existing capital structure to facilitate the evaluation and comparison of the Company’s operating performance to other REITs and provide a more consistent metric for comparing the operating performance of the Company’s real estate between periods.
Adjusted EBITDA, EBITDAre and Adjusted EBITDAre have significant limitations as analytical tools, including:
•They do not reflect our net interest expense;
•They do not reflect gains or losses on sales of operating properties or impairment write-downs of depreciated property and of investment in unconsolidated joint ventures caused by a decrease in value of depreciated property in the affiliate;
•Adjusted EBITDA and Adjusted EBITDAre do not reflect gains and losses on extinguishment of debt and other items that may affect operations; and
•Other companies in our industry may calculate these measures differently than we do, limiting its usefulness as a comparative measure.
Because of these limitations, Adjusted EBITDA, EBITDAre and Adjusted EBITDAre should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA, EBITDAre and Adjusted EBITDAre only as supplemental measures.
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Below is a reconciliation of Net Income to Adjusted EBITDA (in thousands):
Three months ended Six months ended
June 30, June 30,
2026 2025 2026 2025
Net income $ 34,599 $ 31,330 $ 64,016 $ 51,329
Adjusted to exclude:
Interest expense, net 17,445 16,309 34,626 31,805
Income tax expense (benefit) 321 168 440 262
Depreciation and amortization 41,975 36,608 82,327 73,754
Impairment charge - consolidated — — — 4,249
Adjusted EBITDA $ 94,340 $ 84,415 $ 181,409 $ 161,399
Below is a reconciliation of Net Income to EBITDAre and Adjusted EBITDAre (in thousands):
Three months ended Six months ended
June 30, June 30,
2026 2025 2026 2025
Net income $ 34,599 $ 31,330 $ 64,016 $ 51,329
Adjusted to exclude:
Interest expense, net 17,445 16,309 34,626 31,805
Income tax expense (benefit) 321 168 440 262
Depreciation and amortization 41,975 36,608 82,327 73,754
Impairment charge - consolidated — — — 4,249
Pro-rata share of interest expense, net - unconsolidated joint ventures 1,964 2,412 3,905 4,546
Pro-rata share of depreciation and amortization - unconsolidated joint ventures 2,328 2,306 4,673 5,166
Adjusted EBITDAre $ 98,632 $ 89,133 $ 189,987 $ 171,111
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ECONOMIC CONDITIONS AND OUTLOOK
We are closely monitoring the impact of the overall macroeconomic environment on all aspects of our business and geographies, including how it will impact our tenants and business partners, along with continuing to monitor retail challenges such as supply chain and labor issues, inflationary pressures, rising interest rates, international trade relations and trade policy, including those related to tariffs. While we believe many of these retailers are proactively navigating this situation, the ultimate impact of interest rates, inflation, labor and supply chain issues and overall macroeconomic environment is unknown.
A portion of our rental revenues are derived from rents that directly depend on the sales volume of certain tenants. Accordingly, declines in these tenants’ sales would reduce the income produced by our properties. If the sales or profitability of our retail tenants decline sufficiently, whether due to a change in consumer preferences, health concerns, legislative changes that increase the cost of their operations or otherwise, such tenants may be unable to pay their existing rents as such rents would represent a higher percentage of their sales.
In addition, certain of our lease agreements include co-tenancy and/or sales-based provisions that may allow a tenant to pay reduced rent and/or terminate a lease prior to its natural expiration if we fail to maintain certain occupancy levels or retain specified named tenants, or if the tenant does not achieve certain specified sales targets. If our occupancy declines, certain centers may fall below the minimum co-tenancy thresholds and could trigger many tenants' contractual ability to pay reduced rents, which in turn may negatively impact our results of operations.
Due to the relatively short-term nature of our tenants’ leases, a significant portion of the leases in our portfolio come up for renewal each year. During 2026, approximately 2.8 million square feet, or 20% of the total portfolio, including our share of unconsolidated joint ventures, will come up for renewal. For the total portfolio, including the Company’s pro rata share of unconsolidated joint ventures, as of June 30, 2026, we had lease renewals executed or in process for 70% of the space scheduled to expire during 2026 compared to 65% of the space scheduled to expire during 2025 that was executed or in process as of June 30, 2025.
The majority of our leases contain provisions designed to mitigate the impact of inflation. Such provisions include clauses for the escalation of base rent and clauses enabling us to receive percentage rentals based on tenants’ gross sales (above predetermined levels) which generally increase as prices rise. A component of most leases includes a pro-rata share or escalating fixed contributions by the tenant for property operating expenses, including common area maintenance, real estate taxes, insurance and advertising and promotion, thereby reducing exposure to increases in costs and operating expenses resulting from inflation.
Our centers typically include well-known, national, brand name companies. By maintaining a broad base of well-known tenants, a diverse mix of uses and a geographically diverse portfolio of properties across the United States in areas with strong population growth, we believe we reduce our operating and leasing risks. As of June 30, 2026, no one tenant (including affiliates) accounted for more than 7% of our aggregate square feet or 5.2% of our aggregate rental revenues. Additionally, no individual brand represents more than 3% of total annualized base rent.
We believe retail real estate will continue to be a profitable and fundamental distribution channel for many brands and retailers. While we continue to attract and retain additional tenants, if we were unable to successfully renew or re-lease a significant amount of this space on favorable economic terms or in a timely manner, the loss in rent and our Same Center NOI could be negatively impacted in future periods. Occupancy for our total portfolio, including our share of unconsolidated joint ventures, was 96.6% as of both June 30, 2026 and 2025.