Tanger (SKT) risk factors, FY2025 10-K

Tanger's FY2025 10-K, filed Feb 26, 2026, lists 41 risk factors in 5 groups. Against the prior year's 42: 9 new, 10 dropped, 5 substantially reworded.

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Risk factors listed
415 groups
New this year
9vs 42 last year
Dropped
10since the prior 10-K
Substantially reworded
5of those kept
Section length
13k wordsItem 1A

What the changes say

  • Tanger Inc. updated its risk profile to address new exchangeable notes and associated capped call transactions, alongside trade policy and tariff uncertainties.

What changed since the prior 10-K

New

  • NewRisks Related to our Indebtedness and Financial Markets

    the hedge will not yield the economic benefits we anticipate, which may adversely affect us

    Our interest rate hedging agreements for $386.7 million of variable rate cash flows expose us to counterparty default risks.

  • NewRisks Related to our Indebtedness and Financial Markets

    The price of our common shares may fluctuate significantly

    Our common share price may fluctuate significantly due to external market factors beyond our control.

  • NewRisks Related to our Indebtedness and Financial Markets

    otherwise depress the price of the common shares

    The exchange of our Exchangeable Notes and subsequent share deliveries could dilute ownership and depress our common share price.

  • NewRisks Related to our Indebtedness and Financial Markets

    The conditional exchange feature of the Exchangeable Notes, if triggered, may adversely affect our liquidity and financial condition

    Triggering the conditional exchange feature of our Exchangeable Notes could drain liquidity and force reclassification of debt as current liabilities.

  • NewRisks Related to our Indebtedness and Financial Markets

    The Capped Call Transactions entered into in connection with the issuance of the Exchangeable Notes may affect the market price of our common shares

    Counterparties modifying hedge positions under our Capped Call Transactions could impact our common share price.

  • NewRisks Related to our Indebtedness and Financial Markets

    Certain provisions in the indenture governing the Exchangeable Notes may delay or prevent an attempted takeover of us that might be financially advantageous to shareholders

    Provisions in the indenture for the Exchangeable Notes requiring cash repurchases upon fundamental changes may deter beneficial takeovers.

  • NewRisks Related to our Indebtedness and Financial Markets

    Changes in the accounting treatment for exchangeable debt securities that may be settled in cash, such as the Exchangeable Notes, could have a material effect on our reported financial results

    Accounting standards update ASU 2020-06 requires presenting exchangeable debt entirely as a liability and affects diluted earnings per share calculations.

  • NewGeneral Risks

    Trade negotiations and related government actions may create regulatory uncertainty for us and our tenants and adversely affect our performance

    New U.S. tariffs and trade policy changes involving countries like China, Canada, and Mexico create regulatory uncertainty for us and our tenants.

  • NewGeneral Risks

    Meeting Environmental, Social and Governance expectations or standards may impose additional costs and expose us to new risks

    Failing to meet evolving ESG stakeholder expectations could cause reputational damage and financial harm.

Dropped

  • DroppedRisks Related to our Indebtedness and Financial Markets

    Our interest rate hedging arrangements may not effectively limit our interest rate risk exposure

  • DroppedRisks Related to our Indebtedness and Financial Markets

    The price per share of our stock may fluctuate significantly

  • DroppedRisks Related to our Indebtedness and Financial Markets

    the real estate industry, or the retail industry;

  • DroppedRisks Related to our Indebtedness and Financial Markets

    debt or equity securities (including securities issued by other real estate-based companies);

  • DroppedRisks Related to our Indebtedness and Financial Markets

    securities, that may lead prospective shareholders to demand a higher annual yield from future dividends;

  • DroppedRisks Related to our Indebtedness and Financial Markets

    volatility and causing the further erosion of business and consumer confidence and spending;

  • DroppedRisks Related to our Indebtedness and Financial Markets

    shutdowns or negative impacts on the U.S. economy;

  • DroppedRisks Related to our Indebtedness and Financial Markets

    have business relationships with;

  • DroppedGeneral Risks

    advanced persistent threats;

  • DroppedGeneral Risks

    In recent years, there has been an increased focus from regulators, investors and other stakeholders on metrics and reporting related to ESG factors

Reworded

  • 59% rewrittenGeneral Risks

    Use of artificial intelligence presents risks and challenges that could impact our business

    Expanded to note that third-party vendors using artificial intelligence could expose Tanger and its tenants to unforeseen regulatory and security risks.

  • 57% rewrittenRisks Related to our Indebtedness and Financial Markets

    We may not be able to obtain additional capital to further our business objectives

    Clarified that raising funds through equity or debt securities may grant senior rights and dilute existing common shareholders.

  • 42% rewrittenGeneral Risks

    Cyber-attacks or acts of cyber-terrorism could disrupt our or our third-party providers' business operations and information technology systems or result in the loss or exposure of confidential or sensitive customer, employee or Company information

    Added that cyberattacks and security incidents against IT systems and third-party providers may increase in sophistication and frequency.

  • 35% rewrittenRisks Related to our Indebtedness and Financial Markets

    The Operating Partnership has, and may in the future, guarantee debt or otherwise provide support for unconsolidated joint venture properties

    Updated to reflect that as of December 31, 2025, the Operating Partnership did not guarantee any unconsolidated joint venture-related mortgage indebtedness.

    Was: The Operating Partnership guarantees debt or otherwise provides support for a number of joint venture properties

  • 33% rewrittenRisks Related to our Indebtedness and Financial Markets

    Adverse changes in our credit ratings could negatively affect our financing ability and borrowing terms

    Expanded credit rating risks to apply to existing financing as well as future financing.

    Was: Adverse changes in our credit ratings could negatively affect our financing ability

All 41 risk factors

Headings as the filing states them, in filing order.

Risks Related to Real Estate Investments

  1. 01The economic performance and the market value of our centers are dependent on risks associated with real property investments
  2. 02We may be unable to develop new centers or expand existing centers successfully
  3. 03Real property investments are relatively illiquid
  4. 04Properties have been in the past and may be in the future subject to impairment charges, which can adversely affect our financial results
  5. 05Dispositions may not achieve anticipated results
  6. 06We face competition for the acquisition and development of centers, and we may not be able to complete acquisitions or developments that we have identified
  7. 07We may be subject to environmental regulation
  8. 08We may incur significant costs to comply with the Americans With Disabilities Act and fire, safety and other regulations

Risks Related to our Business

  1. 09Conditions that adversely affect the general retail environment could materially and adversely affect us
  2. 10Our earnings and therefore our profitability are dependent on rental income from real property
  3. 11Our operations are subject to the results of operations of our retail tenants. As noted above, a portion of our rental revenues are derived from percentage rents that directly depend on the sales volume of certain tenants
  4. 12Significant inflation could negatively impact our business
  5. 13Certain of our properties are subject to ownership interests held by third parties, whose interests may conflict with ours and thereby constrain us from taking actions concerning these properties which otherwise would be in our best interests and our shareholders' interests
  6. 14We face risks associated with climate change and severe weather
  7. 15An uninsured loss or a loss that exceeds our insurance policies on our centers or the insurance policies of our tenants could subject us to lost capital and revenue on those centers
  8. 16Our Canadian investments may subject us to different or greater risk from those associated with our domestic operations

Risks Related to our Indebtedness and Financial Markets

  1. 17We are subject to the risks associated with debt financing
  2. 18The Company depends on distributions from the Operating Partnership to meet its financial obligations, including dividends
  3. 19We may not be able to obtain additional capital to further our business objectives57% rewritten
  4. 20The Operating Partnership has, and may in the future, guarantee debt or otherwise provide support for unconsolidated joint venture properties35% rewritten
  5. 21Adverse changes in our credit ratings could negatively affect our financing ability and borrowing terms33% rewritten
  6. 22the hedge will not yield the economic benefits we anticipate, which may adversely affect usNew
  7. 23The price of our common shares may fluctuate significantlyNew
  8. 24otherwise depress the price of the common sharesNew
  9. 25The conditional exchange feature of the Exchangeable Notes, if triggered, may adversely affect our liquidity and financial conditionNew
  10. 26The Capped Call Transactions entered into in connection with the issuance of the Exchangeable Notes may affect the market price of our common sharesNew
  11. 27Certain provisions in the indenture governing the Exchangeable Notes may delay or prevent an attempted takeover of us that might be financially advantageous to shareholdersNew
  12. 28Changes in the accounting treatment for exchangeable debt securities that may be settled in cash, such as the Exchangeable Notes, could have a material effect on our reported financial resultsNew

Risks Related to Federal Income Tax Laws

  1. 29If we fail to qualify as a REIT, our operations and distributions to shareholders would be adversely affected
  2. 30We may need to incur additional borrowings to meet the REIT minimum distribution requirement and to avoid excise tax
  3. 31Complying with REIT requirements may cause us to forego otherwise attractive opportunities or liquidate otherwise attractive investments
  4. 32The tax imposed on REITs engaging in “prohibited transactions” may limit our ability to engage in transactions which would be treated as sales for U.S. federal income tax purposes
  5. 33Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities
  6. 34Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends
  7. 35The U.S. federal income tax treatment of the cash that we might receive from cash settlement of the forward sale agreement is unclear and could jeopardize our ability to meet the REIT qualification requirements
  8. 36Changes to the U.S. federal income tax laws, including the enactment of certain tax reform measures, could have an adverse impact on our business and financial results

General Risks

  1. 37Cyber-attacks or acts of cyber-terrorism could disrupt our or our third-party providers' business operations and information technology systems or result in the loss or exposure of confidential or sensitive customer, employee or Company information42% rewritten
  2. 38Our success depends, in part, on our ability to attract, retain and develop talented employees, and our failure to do so, including the loss of any one of our key personnel, could adversely impact our business
  3. 39Use of artificial intelligence presents risks and challenges that could impact our business59% rewritten
  4. 40Trade negotiations and related government actions may create regulatory uncertainty for us and our tenants and adversely affect our performanceNew
  5. 41Meeting Environmental, Social and Governance expectations or standards may impose additional costs and expose us to new risksNew

Other Tanger 10-Ks

  • FY2024 10-K risk factors
    42 risks

    Tanger Inc. faces heavy exposure to retail tenant health, economic cycles, and real estate market conditions. Climate change risks are pronounced, with 41% of consolidated portfolio square footage located in coastal areas vulnerable to severe weather. REIT tax compliance strictly governs operational, hedging, and distribution strategies.

    Filed Feb 21, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.