Tanger (NYSE: SKT) sells $220M exchangeable notes, plans debt repayment

Rhea-AI Filing Summary

Tanger Properties Limited Partnership, guaranteed by Tanger Inc., launched and priced a private offering of $220 million aggregate principal amount of 2.375% Exchangeable Senior Notes due 2031 under Rule 144A. The Operating Partnership also granted initial purchasers an option to buy up to an additional $30 million of these notes at closing.

Tanger Inc. entered into capped call transactions and plans to use approximately $8 million of net proceeds to pay their cost, and approximately $20 million to repurchase about 0.6 million common shares in privately negotiated deals. The Operating Partnership and/or the Company intend to apply a portion of the proceeds, together with term loan proceeds, to repay outstanding unsecured lines of credit and the $350 million 3.125% senior notes due September 1, 2026, with the balance for general corporate purposes, including additional debt redemption or repayment.

Insights

Real estate capital structure analyst

Tanger refinances debt via $220M exchangeable notes and share buyback.

Tanger Properties Limited Partnership, guaranteed by Tanger Inc., is issuing $220 million of 2.375% Exchangeable Senior Notes due 2031 through a Rule 144A private placement, with an additional $30 million overallotment option. This adds a new layer of exchangeable senior unsecured debt maturing in 2031, replacing nearer-term obligations.

The company plans to use approximately $20 million of proceeds to repurchase about 0.6 million common shares and about $8 million to fund capped call transactions. A significant portion of the remaining proceeds, together with term loan funds, is earmarked to repay unsecured lines of credit and the $350 million 3.125% senior notes due September 1, 2026, with the balance for general corporate purposes including further debt redemption or repayment.

This transaction shifts part of the debt stack to a longer maturity while layering in equity-linked features via the exchangeable notes and capped calls. Future disclosures in company filings may provide more detail on the exchange terms and the extent of debt reduction achieved once the 3.125% notes reach their 2026 maturity.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): January 6, 2026

TANGER INC.

TANGER PROPERTIES LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

North Carolina

1-11986

56-1815473

(Tanger Inc.)

(Tanger Inc.)

(Tanger Inc.)

North Carolina

333-03526-01

56-1822494

(Tanger Properties Limited Partnership)

(Tanger Properties Limited Partnership)

(Tanger Properties Limited Partnership)

(State or other jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

3200 Northline Avenue, Suite 360, Greensboro, NC 27408

(Address of principal executive offices)

(336) 292-3010

(Registrant’s telephone number, including area code)

N/A

(former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Tanger Inc.:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares, $0.01 par value

SKT

New York Stock Exchange

Tanger Properties Limited Partnership:

None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Tanger Inc.: Emerging growth company ☐

Tanger Properties Limited Partnership: Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Tanger Inc.: o

Tanger Properties Limited Partnership: o

Item 8.01    Other Events

On January 6, 2026, Tanger Properties Limited Partnership (the “Operating Partnership”) launched an offering (the “Offering”) of $200 million aggregate principal amount of its 2.375% Exchangeable Senior Notes due 2031 (the “Notes”) through a private placement pursuant to Rule 144A promulgated under the Securities Act of 1933, as amended (the “Securities Act”). On January 8, 2026, the Operating Partnership announced the pricing of the Offering, which was upsized to $220 million aggregate principal amount of Notes. The Operating Partnership also granted the initial purchasers of the Notes an option to purchase up to an additional $30 million aggregate principal amount of the Notes for settlement concurrently with the closing of the Offering. In connection with the pricing of the Notes, Tanger Inc. (the "Company") entered into privately negotiated capped call transactions with certain of the initial purchasers of the Notes or their respective affiliates and certain other financial institutions (the "Option Counterparties"). The sale of the Notes is expected to close on January 12, 2026, subject to the satisfaction of customary closing conditions. The Notes will be guaranteed, on a senior unsecured basis, by the Company.

The Company intends to use approximately $8 million of the net proceeds from the Offering to pay the cost of the capped call transactions. The Operating Partnership and/or the Company intend to use (i) approximately $20 million of the net proceeds from the Offering to repurchase approximately 0.6 million common shares, par value $0.01 per share, of the Company (the “Common Shares”) concurrently with the pricing of the Offering 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 New York Stock Exchange on January 7, 2026, (ii) a portion of the net proceeds from the Offering, 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 the repayment 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 (iii) the remaining net proceeds from the Offering for general corporate purposes, including the redemption or repayment of indebtedness. If the initial purchasers exercise their option to purchase additional Notes, the Company expects to use a portion of the net proceeds from the sale of such additional Notes to enter into additional capped call transactions with the Option Counterparties, and the Operating Partnership and/or the Company expect to use the remainder of such net proceeds for general corporate purposes, including the redemption or repayment of indebtedness.

Copies of the press releases issued by the Company regarding the launch of the Offering and pricing of the Notes are attached hereto as Exhibit 99.1 and 99.2, respectively, and are incorporated herein by reference.

Item 9.01       Financial Statements and Exhibits

(d) Exhibits

The following exhibits are included with this Report:

Exhibit No.
99.1						Press Release, dated January 6, 2026, issued by Tanger Inc. (launch)
99.2						Press Release, dated January 8, 2026, issued by Tanger Inc. (pricing)
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 8, 2026

TANGER INC.

By:

/s/

Michael J. Bilerman

Michael J. Bilerman

Executive Vice President, Chief Financial Officer and Chief Investment Officer (Principal Financial Officer)

TANGER PROPERTIES LIMITED PARTNERSHIP

By:  TANGER INC., its sole general partner

By:

/s/

Michael J. Bilerman

Michael J. Bilerman

Executive Vice President, Chief Financial Officer and Chief Investment Officer (Principal Financial Officer)

FAQ

What type of securities is Tanger (SKT) issuing in this transaction?

Tanger Properties Limited Partnership is issuing 2.375% Exchangeable Senior Notes due 2031, in an aggregate principal amount of $220 million, through a private placement under Rule 144A, guaranteed on a senior unsecured basis by Tanger Inc..

How large is Tanger’s new exchangeable notes offering and is there an option for more?

The Operating Partnership priced an offering of $220 million aggregate principal amount of exchangeable senior notes and granted the initial purchasers an option to buy up to an additional $30 million principal amount, to settle concurrently with closing.

How does Tanger plan to use the net proceeds from the $220 million notes offering?

Tanger intends to use approximately $8 million of net proceeds to pay for capped call transactions, about $20 million to repurchase roughly 0.6 million common shares, and, together with term loan proceeds, to repay unsecured lines of credit and the $350 million 3.125% senior notes due September 1, 2026, with the remaining proceeds for general corporate purposes including further debt redemption or repayment.

What are the capped call transactions mentioned in Tanger’s 8-K?

In connection with pricing the notes, Tanger Inc. entered into privately negotiated capped call transactions with certain initial purchasers or their affiliates and other financial institutions, and plans to use approximately $8 million of net proceeds to pay their cost. If the option to purchase additional notes is exercised, the company expects to enter into additional capped call transactions.

Will Tanger use part of the offering to repurchase its own common shares?

Yes. The Operating Partnership and/or the Company intend to use approximately $20 million of the net proceeds to repurchase about 0.6 million Tanger common shares in privately negotiated transactions at a price per share equal to the last reported sale price on the New York Stock Exchange on January 7, 2026.

Which existing Tanger debt is targeted for repayment with this new financing?

The Operating Partnership plans to use a portion of net proceeds from the notes, together with proceeds from term loans, to repay all outstanding debt under its unsecured lines of credit and to repay in full its $350 million aggregate principal amount of 3.125% senior notes due 2026 at maturity on September 1, 2026.

When is the sale of Tanger’s new exchangeable notes expected to close?

The sale of the notes is expected to close on January 12, 2026, subject to the satisfaction of customary closing conditions, with the notes guaranteed on a senior unsecured basis by Tanger Inc..