Business Context and Reporting Period
Company: Tanger Inc. and Tanger Properties Limited Partnership
Filing Type: Form 8-K (Current Report)
Date of Report: February 26, 2026
Principal Executive Offices: Greensboro, NC
Trading Symbol: SKT (New York Stock Exchange)
Key Financial Metrics and Capital Structure
This filing does not report operational financial metrics such as revenue, profit, cash flow, or margins. The primary financial data relates to capital raising capacity:
- ATM Program Capacity: Up to $400 million in aggregate gross sales price for Common Shares.
- Exchangeable Note Shares: Prospectus supplement filed for the resale of up to 7,370,275 common shares issuable upon exercise of the exchange option for 2.375% Exchangeable Senior Notes due 2031.
- Compensation: Sales agents and forward sellers are entitled to commissions not exceeding 2.0% of the gross sales price.
Material Changes and Corporate Actions
The filing details the following material changes regarding the company's equity offering programs:
- Termination of Prior Agreement: The Company terminated its existing "2025 Sales Agreement" dated February 24, 2025. No shares were issued under this prior agreement.
- New ATM Agreement: Entered into a new "2026 Sales Agreement" with multiple sales agents (including BofA Securities, Wells Fargo, BTIG, Mizuho, Nomura, Regions, Scotia, TD, and Truist).
- Registration Statement: Filed an automatic shelf registration statement on Form S-3 (File No. 333-293804) which became effective immediately.
- Program Expansion: The new agreement references the Universal Registration Statement and adds an additional Sales Agent/Forward Purchaser not present in the 2025 agreement.
Outlook, Management Commentary, and Risks
Use of Proceeds: Net proceeds from the ATM Program will be used for general corporate purposes, including:
- Development or acquisition of portfolio properties.
- Expansion and improvement of existing centers.
- Investments in joint ventures.
- Repayment of secured or unsecured indebtedness (including lines of credit, senior notes, and term loans).
- Working capital.
Forward Sale Agreements: The Company may enter into forward sale agreements. While physical settlement is expected, the Company retains the option to cash settle or net share settle. In cash or net share settlement scenarios, the Company may not receive proceeds and could owe cash or shares to Forward Purchasers.
Risks and Contingencies:
- Discretionary Sales: The Company has no obligation to sell any securities; sales depend on market conditions, trading price, and capital needs.
- Related Party Transactions: Sales agents and their affiliates may engage in investment banking or commercial dealings with the Company, receiving fees for such services.
- Legal Opinions: Legality opinions regarding the issuance and tax matters were provided by Troutman Pepper Locke LLP.
Investor Verification Checklist
- Verify the current trading price of SKT to assess potential dilution from the $400 million ATM program.
- Review the specific terms of the 2.375% Exchangeable Senior Notes due 2031 to understand the 7,370,275 shares available for resale.
- Monitor future 8-K filings for actual sales executed under the 2026 Sales Agreement.
- Check the company's current debt levels to evaluate the likelihood of proceeds being used for debt repayment versus growth.
- Confirm the identity of the "additional Sales Agent" added in the 2026 agreement compared to the 2025 agreement.