TANGER INC. 8-K

What Happened

• On February 26, 2026, Tanger Inc. and its Operating Partnership filed an automatic Form S-3 universal registration statement and an ATM prospectus supplement, and entered into a new ATM Equity Offering Sales Agreement (the "2026 Sales Agreement").
• The 2026 Sales Agreement authorizes an at‑the‑market (ATM) program under which the company may sell up to $400 million aggregate gross proceeds of its common shares (Issuance Shares and Forward Shares). The company simultaneously terminated its prior 2025 Sales Agreement (under which no shares had been issued).
• The filing also includes a prospectus supplement for resale of up to 7,370,275 common shares issuable upon exercise of the exchange option for the Operating Partnership’s 2.375% Exchangeable Senior Notes due 2031.

Key Details

• Filing/date: Form S-3 and ATM prospectus supplement filed and effective February 26, 2026.
• ATM capacity: up to $400 million aggregate gross sales of common shares.
• Exchangeable note resale: up to 7,370,275 common shares covered by a separate prospectus supplement.
• Fees/structure: Sales Agents and Forward Sellers may receive commissions up to 2.0% of gross sales; the company may use forward sale agreements with physical, cash or net‑share settlement options.
• Prior program: 2025 Sales Agreement was terminated; no shares were sold under that agreement.

Why It Matters

• This gives Tanger a flexible, on‑demand way to raise equity capital (subject to market conditions and the company's decisions) without a firm commitment to sell shares immediately. Proceeds are intended for general corporate purposes, including property development/acquisition, improvements, joint ventures, debt repayment and working capital.
• Potential impact for investors: any future use of the ATM to sell shares would dilute existing shareholders. Forward-sale features can affect timing and form of proceeds (physical share delivery, cash settlement, or net‑share settlement) and in some cases could require cash or share payments from the company.
• No immediate dilution occurred on filing — the company has no obligation to sell under the ATM and will disclose any actual sales via subsequent filings. Investors should watch for future issuances, the pricing/size of any offerings, and use of proceeds.