2.375% Exchangeable Senior Notes due 2031
Note · TANGER PROPERTIES LIMITED PARTNERSHIP
Reference: 2.375% Exchangeable Senior Notes due 2031
- Original principal
- USD 250,000,000
- Outstanding
- —
- Commitment
- —
- Availability
- —
- Maturity
- Jan 15, 2031
Last reported interest terms: 2.375% Reported 2026-01-12 Later filings may not restate these terms; this does not confirm they still apply.
Covenant terms for this agreement are not yet verified.
Documents and filing history
- SeriesInstrument · EX-4.1 · 2026-01-12 — EX-4.1
- GoverningAgreement · EX-10.1 · 2026-01-12 — EX-10.1
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Issuance
· 2026-01-12
Exact source document
Parent 8-K filing · 2026-01-12
A-7 [FORM OF REVERSE OF NOTE] TANGER PROPERTIES LIMITED PARTNERSHIP 2.375% Exchangeable Senior Note due 2031 This Note is one of a duly authorized issue of Notes of the Company, designated as its 2.375% Exchangeable Senior Notes due 2031 (the “Notes”), limited to the aggregate principal amount of $250,000,000, all issued or to be issued under and pursuant to an Indenture dated as of January 12, 2026 (the “Indenture”), among the Company, Tanger Inc. (the “Guarantor”) and U.S. Bank Trust Company, National Association (the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company, the Guarantor and the Holders of the Notes. Additional Notes may be issued in an unlimited aggregate principal amount, subject to certain conditions specified in the Indenture. Capitalized terms used in this Note and not defined in this Note shall have the respective meanings set forth in the Indenture. In case certain Events of Default shall have occurred and be continuing, the principal of, and interest on, all Notes may be declared, by either the Trustee or Holders of at least 25% in aggregate principal amount of Notes then outstanding, and upon said declaration shall become, due and payable, in the manner, with the effect and subject to the conditions and certain exceptions set forth in the Indenture. Subject to the terms and conditions of the Indenture, the Company will make all payments and deliveries in respect of the Fundamental Change Repurchase Price on the Fundamental Change Repurchase Date, the Redemption Price on any Redemption Date and the principal amount on the Maturity Date, as the case may be, to the Holder who surrenders a Note to a Paying Agent to collect such payments in respect of the Note. The Company will pay cash amounts in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. The Indenture contains provisions permitting the Company, the Guarantor and the Trustee in certain circumstances, without the consent of the Holders of the Notes, and in certain other circumstances, with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, evidenced as in the Indenture provided, to execute supplemental indentures modifying the terms of the Indenture and the Notes as described therein. It is also provided in the Indenture that, subject to certain exceptions, the Holders of a majority in aggregate principal amount of the Notes at the time outstanding may on behalf of the Holders of all of the Notes waive any past Default or Event of Default under the Indenture and its consequences. Each Holder shall have the right to receive payment or delivery, as the case may be, of (x) the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, (y) accrued and unpaid interest, if any, on, and (z) the consideration due upon exchange of, this Note at the place, at the respective times, at the rate and in the lawful money or Common Shares, as the case may be, herein prescribed.
Issuer evidence: INDENTURE dated as of January 12, 2026 among TANGER PROPERTIES LIMITED PARTNERSHIP, a North Carolina limited partnership, as issuer (the “Company,” as more fully set forth in Section 1.01), TANGER INC., a North Carolina corporation, as guarantor (the “Guarantor”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Supporting evidence: A-3 TANGER PROPERTIES LIMITED PARTNERSHIP 2.375% Exchangeable Senior Note due 2031 No. [\_\_\_\_\_] [Initially]1 $[\_\_\_\_\_\_\_\_\_\_\_\_\_] CUSIP No. [\_\_\_\_\_] TANGER PROPERTIES LIMITED PARTNERSHIP, a limited partnership duly organized and validly existing under the laws of the State of North Carolina (the “Company,” which term includes any successor company or other entity under the Indenture referred to on the reverse hereof), for value received hereby promises to pay to [CEDE & CO.]2 [\_\_\_\_\_\_\_]3, or registered assigns, the principal sum [as set forth in the “Schedule of Exchanges of Notes” attached hereto, in accordance with the rules and procedures of the Depositary,]4 [of $[\_\_\_\_\_\_\_]]5, which amount, taken together with the principal amounts of all other outstanding Notes, shall not, unless permitted by the Indenture, exceed $250,000,000 in aggregate at any time on January 15, 2031, and interest thereon as set forth below. This Note is fully and unconditionally guaranteed by Tanger Inc., a North Carolina corporation (the “Guarantor”), on an unsecured and unsubordinated basis as set forth in Article 13 of the Indenture. This Note shall bear interest at the rate of 2.375% per year from January 12, 2026, or from the most recent date to which interest had been paid or provided for, to, but excluding, the next scheduled Interest Payment Date until January 15, 2031. Interest is payable semi-annually in arrears on each January 15 and July 15, commencing on July 15, 2026, to Holders of record at the close of business on the preceding January 1 and July 1 (whether or not such day is a Business Day), respectively. Accrued interest on the Notes shall be computed on the basis of a 360-day year composed of twelve 30-day months and, for partial months, on the basis of the number of days actually elapsed in a 30-day month. Additional Interest will be payable as set forth in Section 4.06(d) and Section 6.03(a) of the within-mentioned Indenture, and any reference to interest on, or in respect of, any Note therein shall be deemed to include Additional Interest if, in such context, Additional Interest is, was or would be payable pursuant to any of such Section 4.06(d) or Section 6.03(a), and any express mention of the payment of Additional Interest in any provision therein shall not be construed as excluding Additional Interest in those provisions thereof where such express mention is not made. Any Defaulted Amounts shall accrue Default Interest, subject to the enforceability thereof under applicable law, from, and including, the relevant payment date to, but excluding, the date on which such Defaulted Amounts and Default Interest shall have been paid by the Company, at its election, in accordance with Section 2.03(c) of the Indenture. The Company shall pay or cause to be paid the principal of and interest on this Note, if and so long as such Note is a Global Note, in immediately available funds to the Depositary or 1 Include if a global note. 2 Include if a global note. 3 Include if a physical note. 4 Include if a global note. 5 Include if a physical note.
Supporting evidence: A-7 [FORM OF REVERSE OF NOTE] TANGER PROPERTIES LIMITED PARTNERSHIP 2.375% Exchangeable Senior Note due 2031 This Note is one of a duly authorized issue of Notes of the Company, designated as its 2.375% Exchangeable Senior Notes due 2031 (the “Notes”), limited to the aggregate principal amount of $250,000,000, all issued or to be issued under and pursuant to an Indenture dated as of January 12, 2026 (the “Indenture”), among the Company, Tanger Inc. (the “Guarantor”) and U.S. Bank Trust Company, National Association (the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company, the Guarantor and the Holders of the Notes. Additional Notes may be issued in an unlimited aggregate principal amount, subject to certain conditions specified in the Indenture. Capitalized terms used in this Note and not defined in this Note shall have the respective meanings set forth in the Indenture. In case certain Events of Default shall have occurred and be continuing, the principal of, and interest on, all Notes may be declared, by either the Trustee or Holders of at least 25% in aggregate principal amount of Notes then outstanding, and upon said declaration shall become, due and payable, in the manner, with the effect and subject to the conditions and certain exceptions set forth in the Indenture. Subject to the terms and conditions of the Indenture, the Company will make all payments and deliveries in respect of the Fundamental Change Repurchase Price on the Fundamental Change Repurchase Date, the Redemption Price on any Redemption Date and the principal amount on the Maturity Date, as the case may be, to the Holder who surrenders a Note to a Paying Agent to collect such payments in respect of the Note. The Company will pay cash amounts in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. The Indenture contains provisions permitting the Company, the Guarantor and the Trustee in certain circumstances, without the consent of the Holders of the Notes, and in certain other circumstances, with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, evidenced as in the Indenture provided, to execute supplemental indentures modifying the terms of the Indenture and the Notes as described therein. It is also provided in the Indenture that, subject to certain exceptions, the Holders of a majority in aggregate principal amount of the Notes at the time outstanding may on behalf of the Holders of all of the Notes waive any past Default or Event of Default under the Indenture and its consequences. Each Holder shall have the right to receive payment or delivery, as the case may be, of (x) the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, (y) accrued and unpaid interest, if any, on, and (z) the consideration due upon exchange of, this Note at the place, at the respective times, at the rate and in the lawful money or Common Shares, as the case may be, herein prescribed.
Supporting evidence: A-7 [FORM OF REVERSE OF NOTE] TANGER PROPERTIES LIMITED PARTNERSHIP 2.375% Exchangeable Senior Note due 2031 This Note is one of a duly authorized issue of Notes of the Company, designated as its 2.375% Exchangeable Senior Notes due 2031 (the “Notes”), limited to the aggregate principal amount of $250,000,000, all issued or to be issued under and pursuant to an Indenture dated as of January 12, 2026 (the “Indenture”), among the Company, Tanger Inc. (the “Guarantor”) and U.S. Bank Trust Company, National Association (the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company, the Guarantor and the Holders of the Notes. Additional Notes may be issued in an unlimited aggregate principal amount, subject to certain conditions specified in the Indenture. Capitalized terms used in this Note and not defined in this Note shall have the respective meanings set forth in the Indenture. In case certain Events of Default shall have occurred and be continuing, the principal of, and interest on, all Notes may be declared, by either the Trustee or Holders of at least 25% in aggregate principal amount of Notes then outstanding, and upon said declaration shall become, due and payable, in the manner, with the effect and subject to the conditions and certain exceptions set forth in the Indenture. Subject to the terms and conditions of the Indenture, the Company will make all payments and deliveries in respect of the Fundamental Change Repurchase Price on the Fundamental Change Repurchase Date, the Redemption Price on any Redemption Date and the principal amount on the Maturity Date, as the case may be, to the Holder who surrenders a Note to a Paying Agent to collect such payments in respect of the Note. The Company will pay cash amounts in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. The Indenture contains provisions permitting the Company, the Guarantor and the Trustee in certain circumstances, without the consent of the Holders of the Notes, and in certain other circumstances, with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, evidenced as in the Indenture provided, to execute supplemental indentures modifying the terms of the Indenture and the Notes as described therein. It is also provided in the Indenture that, subject to certain exceptions, the Holders of a majority in aggregate principal amount of the Notes at the time outstanding may on behalf of the Holders of all of the Notes waive any past Default or Event of Default under the Indenture and its consequences. Each Holder shall have the right to receive payment or delivery, as the case may be, of (x) the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, (y) accrued and unpaid interest, if any, on, and (z) the consideration due upon exchange of, this Note at the place, at the respective times, at the rate and in the lawful money or Common Shares, as the case may be, herein prescribed.
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Issuance
· 2026-01-12
Original principal USD 250,000,000 Exact source document
Parent 8-K filing · 2026-01-12
1 INDENTURE dated as of January 12, 2026 among TANGER PROPERTIES LIMITED PARTNERSHIP, a North Carolina limited partnership, as issuer (the “Company,” as more fully set forth in Section 1.01), TANGER INC., a North Carolina corporation, as guarantor (the “Guarantor”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01). W I T N E S S E T H: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 2.375% Exchangeable Senior Notes due 2031 (the “Notes”), initially in an aggregate principal amount not to exceed $250,000,000 and, in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture and the Guarantor has duly authorized the execution and delivery of this Indenture; and WHEREAS, the Form of Note, the certificate of authentication to be borne by each Note, the Form of Notice of Exchange, the Form of Fundamental Change Repurchase Notice and the Form of Assignment and Transfer to be borne by the Notes are to be substantially in the forms hereinafter provided; and WHEREAS, all acts and things necessary to make the Notes, when executed by the Company and authenticated and delivered by the Trustee or a duly authorized authenticating agent, as in this Indenture provided, the valid, binding and legal obligations of the Company and the Guarantor, and this Indenture a valid agreement of the Company and the Guarantor, have been done and performed, and the execution of this Indenture and the issuance hereunder of the Notes and the Guarantee have in all respects been duly authorized. NOW, THEREFORE, THIS INDENTURE WITNESSETH: That in order to declare the terms and conditions upon which the Notes are, and are to be, authenticated, issued and delivered, and in consideration of the premises and of the purchase and acceptance of the Notes by the Holders thereof, each of the Company and the Guarantor covenants and agrees with the Trustee for the equal and proportionate benefit of the respective Holders from time to time of the Notes (except as otherwise provided below), as follows: ARTICLE 1 DEFINITIONS Section 1.01. Definitions. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. The words “herein,” “hereof,” “hereunder” and words of similar import
Issuer evidence: 1 INDENTURE dated as of January 12, 2026 among TANGER PROPERTIES LIMITED PARTNERSHIP, a North Carolina limited partnership, as issuer (the “Company,” as more fully set forth in Section 1.01), TANGER INC., a North Carolina corporation, as guarantor (the “Guarantor”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01). W I T N E S S E T H: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 2.375% Exchangeable Senior Notes due 2031 (the “Notes”), initially in an aggregate principal amount not to exceed $250,000,000 and, in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture and the Guarantor has duly authorized the execution and delivery of this Indenture; and WHEREAS, the Form of Note, the certificate of authentication to be borne by each Note, the Form of Notice of Exchange, the Form of Fundamental Change Repurchase Notice and the Form of Assignment and Transfer to be borne by the Notes are to be substantially in the forms hereinafter provided; and WHEREAS, all acts and things necessary to make the Notes, when executed by the Company and authenticated and delivered by the Trustee or a duly authorized authenticating agent, as in this Indenture provided, the valid, binding and legal obligations of the Company and the Guarantor, and this Indenture a valid agreement of the Company and the Guarantor, have been done and performed, and the execution of this Indenture and the issuance hereunder of the Notes and the Guarantee have in all respects been duly authorized. NOW, THEREFORE, THIS INDENTURE WITNESSETH: That in order to declare the terms and conditions upon which the Notes are, and are to be, authenticated, issued and delivered, and in consideration of the premises and of the purchase and acceptance of the Notes by the Holders thereof, each of the Company and the Guarantor covenants and agrees with the Trustee for the equal and proportionate benefit of the respective Holders from time to time of the Notes (except as otherwise provided below), as follows: ARTICLE 1 DEFINITIONS Section 1.01. Definitions. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. The words “herein,” “hereof,” “hereunder” and words of similar import
Supporting evidence: 9 “Make-Whole Fundamental Change Period” shall have the meaning specified in Section 14.03(a). “Market Disruption Event” means, for the purposes of determining amounts due upon exchange (a) a failure by the primary U.S. national or regional securities exchange or market on which the Common Shares are listed or admitted for trading to open for trading during its regular trading session or (b) the occurrence or existence prior to 1:00 p.m., New York City time, on any Scheduled Trading Day for the Common Shares for more than one half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant stock exchange or otherwise) in the Common Shares or in any options contracts or futures contracts relating to the Common Shares. “Maturity Date” means January 15, 2031. “Measurement Period” shall have the meaning specified in Section 14.01(b)(i). “Merger Common Stock” shall have the meaning specified in Section 14.07(d)(i). “Merger Valuation Percentage” for any Share Exchange Event shall be equal to (x) the arithmetic average of the Last Reported Sale Prices of one share of the Merger Common Stock in respect of such Share Exchange Event over the relevant Merger Valuation Period (determined as if references to “Common Shares” in the definition of “Last Reported Sale Price” were references to the “Merger Common Stock” for such Share Exchange Event), divided by (y) the arithmetic average of the Last Reported Sale Prices of one Common Share over the relevant Merger Valuation Period. “Merger Valuation Period” for any Share Exchange Event means the five consecutive Trading Day period immediately preceding, but excluding, the effective date for such Share Exchange Event. “Note” or “Notes” shall have the meaning specified in the first paragraph of the recitals of this Indenture. “Note Register” shall have the meaning specified in Section 2.05(a). “Note Registrar” shall have the meaning specified in Section 2.05(a). “Notice” shall have the meaning specified in Section 17.17. “Notice of Exchange” shall have the meaning specified in Section 14.02(b). “Notice of Redemption” shall have the meaning specified in Section 16.02(a). “Observation Period” with respect to any Note surrendered for exchange means: (i) subject to clause (ii), if the relevant Exchange Date occurs prior to October 15, 2030, the 40 consecutive Trading Day period beginning on, and including, the second Trading Day immediately succeeding such Exchange Date; (ii) with respect to any Called Notes, if the
Supporting evidence: 1 INDENTURE dated as of January 12, 2026 among TANGER PROPERTIES LIMITED PARTNERSHIP, a North Carolina limited partnership, as issuer (the “Company,” as more fully set forth in Section 1.01), TANGER INC., a North Carolina corporation, as guarantor (the “Guarantor”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01). W I T N E S S E T H: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 2.375% Exchangeable Senior Notes due 2031 (the “Notes”), initially in an aggregate principal amount not to exceed $250,000,000 and, in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture and the Guarantor has duly authorized the execution and delivery of this Indenture; and WHEREAS, the Form of Note, the certificate of authentication to be borne by each Note, the Form of Notice of Exchange, the Form of Fundamental Change Repurchase Notice and the Form of Assignment and Transfer to be borne by the Notes are to be substantially in the forms hereinafter provided; and WHEREAS, all acts and things necessary to make the Notes, when executed by the Company and authenticated and delivered by the Trustee or a duly authorized authenticating agent, as in this Indenture provided, the valid, binding and legal obligations of the Company and the Guarantor, and this Indenture a valid agreement of the Company and the Guarantor, have been done and performed, and the execution of this Indenture and the issuance hereunder of the Notes and the Guarantee have in all respects been duly authorized. NOW, THEREFORE, THIS INDENTURE WITNESSETH: That in order to declare the terms and conditions upon which the Notes are, and are to be, authenticated, issued and delivered, and in consideration of the premises and of the purchase and acceptance of the Notes by the Holders thereof, each of the Company and the Guarantor covenants and agrees with the Trustee for the equal and proportionate benefit of the respective Holders from time to time of the Notes (except as otherwise provided below), as follows: ARTICLE 1 DEFINITIONS Section 1.01. Definitions. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. The words “herein,” “hereof,” “hereunder” and words of similar import
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Issuance
· 2026-01-12
Exact source document
Parent 8-K filing · 2026-01-12
Exhibit 10.1 1 Tanger Inc. Tanger Properties Limited Partnership 2.375% Exchangeable Senior Notes due 2031 REGISTRATION RIGHTS AGREEMENT January 12, 2026 BofA Securities, Inc. as representative of the several Initial Purchasers referred to below c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 Ladies and Gentlemen: Tanger Properties Limited Partnership, a North Carolina limited partnership (the “Issuer”), proposes to issue and sell to the initial purchasers listed in Schedule A to the Purchase Agreement referred to below (the “Initial Purchasers”), for whom BofA Securities, Inc. is acting as representative (the “Representative”), its 2.375% Exchangeable Senior Notes due 2031 (the “Notes”), guaranteed by Tanger Inc., a North Carolina corporation and the Issuer’s sole general partner (the “Company”), upon the terms set forth in the Purchase Agreement, dated January 7, 2026 (the “Purchase Agreement”), by and among the Issuer, the Company and the Representative, relating to the initial placement (the “Initial Placement”) of the Notes. Upon an exchange of Notes at the option of the holder thereof, the Issuer shall pay cash up to the aggregate principal amount of the Notes to be exchanged and pay or deliver (or cause to be delivered), as the case may be, cash, common shares, $0.01 par value per share, of the Company (the “Company Common Shares”), or a combination of cash and Company Common Shares, at the Issuer’s election, in respect of the remainder, if any, of the Issuer’s exchange obligation in excess of the aggregate principal amount of the Notes being exchanged. The obligations of the Issuer in respect of the Notes will be fully and unconditionally guaranteed on a senior unsecured basis by the Company pursuant to the terms of the Indenture and the guarantee included in the Indenture. To induce the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Initial Purchasers thereunder, the holders of the Notes will have the benefit of this registration rights agreement (this “Agreement”) by and among the Issuer, the Company and the Representative, on behalf of the Initial Purchasers, whereby each of the Issuer and the Company agrees with you for your benefit and the benefit of the holders from time to time of the Notes and the Registrable Securities (as defined below) (including any person that has a beneficial interest in any Registrable Security in book-entry form and, if applicable, the Initial Purchasers) (each a “Holder” and, collectively, the “Holders”), as follows:
Issuer evidence: Exhibit 10.1 1 Tanger Inc. Tanger Properties Limited Partnership 2.375% Exchangeable Senior Notes due 2031 REGISTRATION RIGHTS AGREEMENT January 12, 2026 BofA Securities, Inc. as representative of the several Initial Purchasers referred to below c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 Ladies and Gentlemen: Tanger Properties Limited Partnership, a North Carolina limited partnership (the “Issuer”), proposes to issue and sell to the initial purchasers listed in Schedule A to the Purchase Agreement referred to below (the “Initial Purchasers”), for whom BofA Securities, Inc. is acting as representative (the “Representative”), its 2.375% Exchangeable Senior Notes due 2031 (the “Notes”), guaranteed by Tanger Inc., a North Carolina corporation and the Issuer’s sole general partner (the “Company”), upon the terms set forth in the Purchase Agreement, dated January 7, 2026 (the “Purchase Agreement”), by and among the Issuer, the Company and the Representative, relating to the initial placement (the “Initial Placement”) of the Notes. Upon an exchange of Notes at the option of the holder thereof, the Issuer shall pay cash up to the aggregate principal amount of the Notes to be exchanged and pay or deliver (or cause to be delivered), as the case may be, cash, common shares, $0.01 par value per share, of the Company (the “Company Common Shares”), or a combination of cash and Company Common Shares, at the Issuer’s election, in respect of the remainder, if any, of the Issuer’s exchange obligation in excess of the aggregate principal amount of the Notes being exchanged. The obligations of the Issuer in respect of the Notes will be fully and unconditionally guaranteed on a senior unsecured basis by the Company pursuant to the terms of the Indenture and the guarantee included in the Indenture. To induce the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Initial Purchasers thereunder, the holders of the Notes will have the benefit of this registration rights agreement (this “Agreement”) by and among the Issuer, the Company and the Representative, on behalf of the Initial Purchasers, whereby each of the Issuer and the Company agrees with you for your benefit and the benefit of the holders from time to time of the Notes and the Registrable Securities (as defined below) (including any person that has a beneficial interest in any Registrable Security in book-entry form and, if applicable, the Initial Purchasers) (each a “Holder” and, collectively, the “Holders”), as follows:
Supporting evidence: Exhibit 10.1 1 Tanger Inc. Tanger Properties Limited Partnership 2.375% Exchangeable Senior Notes due 2031 REGISTRATION RIGHTS AGREEMENT January 12, 2026 BofA Securities, Inc. as representative of the several Initial Purchasers referred to below c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 Ladies and Gentlemen: Tanger Properties Limited Partnership, a North Carolina limited partnership (the “Issuer”), proposes to issue and sell to the initial purchasers listed in Schedule A to the Purchase Agreement referred to below (the “Initial Purchasers”), for whom BofA Securities, Inc. is acting as representative (the “Representative”), its 2.375% Exchangeable Senior Notes due 2031 (the “Notes”), guaranteed by Tanger Inc., a North Carolina corporation and the Issuer’s sole general partner (the “Company”), upon the terms set forth in the Purchase Agreement, dated January 7, 2026 (the “Purchase Agreement”), by and among the Issuer, the Company and the Representative, relating to the initial placement (the “Initial Placement”) of the Notes. Upon an exchange of Notes at the option of the holder thereof, the Issuer shall pay cash up to the aggregate principal amount of the Notes to be exchanged and pay or deliver (or cause to be delivered), as the case may be, cash, common shares, $0.01 par value per share, of the Company (the “Company Common Shares”), or a combination of cash and Company Common Shares, at the Issuer’s election, in respect of the remainder, if any, of the Issuer’s exchange obligation in excess of the aggregate principal amount of the Notes being exchanged. The obligations of the Issuer in respect of the Notes will be fully and unconditionally guaranteed on a senior unsecured basis by the Company pursuant to the terms of the Indenture and the guarantee included in the Indenture. To induce the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Initial Purchasers thereunder, the holders of the Notes will have the benefit of this registration rights agreement (this “Agreement”) by and among the Issuer, the Company and the Representative, on behalf of the Initial Purchasers, whereby each of the Issuer and the Company agrees with you for your benefit and the benefit of the holders from time to time of the Notes and the Registrable Securities (as defined below) (including any person that has a beneficial interest in any Registrable Security in book-entry form and, if applicable, the Initial Purchasers) (each a “Holder” and, collectively, the “Holders”), as follows:
Supporting evidence: Exhibit 10.1 1 Tanger Inc. Tanger Properties Limited Partnership 2.375% Exchangeable Senior Notes due 2031 REGISTRATION RIGHTS AGREEMENT January 12, 2026 BofA Securities, Inc. as representative of the several Initial Purchasers referred to below c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 Ladies and Gentlemen: Tanger Properties Limited Partnership, a North Carolina limited partnership (the “Issuer”), proposes to issue and sell to the initial purchasers listed in Schedule A to the Purchase Agreement referred to below (the “Initial Purchasers”), for whom BofA Securities, Inc. is acting as representative (the “Representative”), its 2.375% Exchangeable Senior Notes due 2031 (the “Notes”), guaranteed by Tanger Inc., a North Carolina corporation and the Issuer’s sole general partner (the “Company”), upon the terms set forth in the Purchase Agreement, dated January 7, 2026 (the “Purchase Agreement”), by and among the Issuer, the Company and the Representative, relating to the initial placement (the “Initial Placement”) of the Notes. Upon an exchange of Notes at the option of the holder thereof, the Issuer shall pay cash up to the aggregate principal amount of the Notes to be exchanged and pay or deliver (or cause to be delivered), as the case may be, cash, common shares, $0.01 par value per share, of the Company (the “Company Common Shares”), or a combination of cash and Company Common Shares, at the Issuer’s election, in respect of the remainder, if any, of the Issuer’s exchange obligation in excess of the aggregate principal amount of the Notes being exchanged. The obligations of the Issuer in respect of the Notes will be fully and unconditionally guaranteed on a senior unsecured basis by the Company pursuant to the terms of the Indenture and the guarantee included in the Indenture. To induce the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Initial Purchasers thereunder, the holders of the Notes will have the benefit of this registration rights agreement (this “Agreement”) by and among the Issuer, the Company and the Representative, on behalf of the Initial Purchasers, whereby each of the Issuer and the Company agrees with you for your benefit and the benefit of the holders from time to time of the Notes and the Registrable Securities (as defined below) (including any person that has a beneficial interest in any Registrable Security in book-entry form and, if applicable, the Initial Purchasers) (each a “Holder” and, collectively, the “Holders”), as follows: