{"url_path":"/sec/cik-0001004036/8-k/2026-02-27/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-02-27","source_url":"https://www.sec.gov/Archives/edgar/data/1004036/0001104659-26-020819-index.html","accession_number":"0001104659-26-020819","cik":"0001004036","ticker":null,"issuer_name":"TANGER PROPERTIES LTD PARTNERSHIP /NC/","edgar_url":"https://www.sec.gov/Archives/edgar/data/1004036/0001104659-26-020819-index.html","primary_entity_key":"0001004036","primary_entity_name":"TANGER PROPERTIES LTD PARTNERSHIP /NC/"},"word_count":1704,"has_tables":true,"body_markdown":"**Item 8.01. Other Events.**\n\n \n\nOn February 26, 2026, Tanger Inc. (the “Company”)\nand Tanger Properties Limited Partnership (the “Operating Partnership”) filed an automatic shelf registration statement on\nForm S-3 (File No. 333-293804) (the “Universal Registration Statement”) with the Securities and Exchange Commission\n(the “SEC”), which became effective automatically upon filing. In connection with the filing of the Universal Registration\nStatement, on February 26, 2026, the Company also filed a new prospectus supplement with the SEC on February 26, 2026 (the “ATM\nProspectus Supplement”), to the base prospectus, dated February 26, 2026, contained in the Universal Registration Statement,\nwhich relates to the Company’s ATM Program (as defined below). Substantially concurrent with the Company’s and the Operating\nPartnership’s entry into the Sales Agreement (as defined below), the Company terminated its existing ATM Equity OfferingSM\nSales Agreement, dated as of February 24, 2025, among the Company, the Operating Partnership and the agents party thereto (the “2025\nSales Agreement”), in accordance with the terms of the 2025 Sales Agreement. As of February 26, 2026, the Company had not issued\nany shares under the 2025 Sales Agreement.\n\n \n\nOn February 26, 2026, the Company and the\nOperating Partnership entered into an ATM Equity OfferingSM Sales Agreement (the “2026 Sales Agreement”) with each\nof BofA Securities, Inc., Wells Fargo Securities, LLC, BTIG, LLC, Mizuho Securities USA LLC, Nomura Securities International, Inc.\n(acting through BTIG, LLC, as agent), Regions Securities LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, Truist Securities, Inc.,\nBank of America, N.A., Wells Fargo Bank, National Association, Mizuho Markets Americas LLC, Nomura Global Financial Products, Inc.,\nThe Bank of Nova Scotia, The Toronto-Dominion Bank, and Truist Bank (or certain of their respective affiliates) in their capacity as Sales\nAgents, as Forward Sellers and/or as Forward Purchasers, in each case as described below, relating to (i) the issuance and sale by\nthe Company to or through the Sales Agents, from time to time, of Common Shares (the “Issuance Shares”), and (ii) the\nsale by the Forward Sellers, as agents on behalf of the Forward Purchasers, of Common Shares (the “Forward Shares” and, together\nwith the Issuance Shares, the “Securities”), with the Securities to be sold under the 2026 Sales Agreement not to exceed an\naggregate gross sales price of $400 million (the “ATM Program”). We refer to these entities, when acting in their capacity\nas sales agents for the Company, individually as a “Sales Agent” and collectively as the “Sales Agents,” when\nacting in their capacity as counterparties to forward sale agreements, individually as a “Forward Purchaser” and collectively\nas the “Forward Purchasers,” and when acting in their capacity as agents for the Forward Purchasers, individually as a “Forward\nSeller” and collectively as the “Forward Sellers.” The purpose of the entry into the 2026 Sales Agreement and the\ntermination of the 2025 Sales Agreement was to reference the Universal Registration Statement in the 2026 Sales Agreement and to add an\nadditional Sales Agent, Forward Purchaser and Forward Seller not party to the 2025 Sales Agreement.\n\n \n\n \n\n \n\n \n\nThe Company may sell the Securities in amounts\nand at times to be determined by the Company from time to time but has no obligation to sell any of the Securities, and may at any time\nsuspend solicitation and offers under the 2026 Sales Agreement. Actual sales, if any, will depend on a variety of factors to be determined\nby the Company from time to time, including, among other things, market conditions, the trading price of the Common Shares, capital needs\nand determinations by the Company of the appropriate sources of its funding.\n\n \n\nAny Securities sold pursuant to the ATM Program\nwill be issued pursuant to the ATM Prospectus Supplement and the accompanying base prospectus, dated February 26, 2026, forming part\nof the Universal Shelf Registration Statement.\n\n \n\nThe sales, if any, of the Issuance Shares will\nbe made through the Sales Agents acting as sales agent for the Company or directly to the Sales Agents acting as principals. The sales,\nif any, of the Forward Shares will be made through the Forward Sellers, acting as agents for the applicable Forward Purchasers. Sales\nof the Securities, if any, made pursuant to the 2026 Sales Agreement may be sold in negotiated transactions, including block trades, or\ntransactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933,\nas amended (the “Securities Act”), by means of ordinary brokers’ transactions at market prices prevailing at the time\nof sale, including sales made directly on the New York Stock Exchange, sales made to or through a market maker and sales made through\nother securities exchanges or electronic communications networks.\n\n \n\nThe 2026 Sales Agreement provides that each Sales\nAgent will be entitled to compensation that will not exceed, but may be lower than, 2.0% of the gross sales price of any of the Issuance\nShares sold through it as Sales Agent. Under the terms of the 2026 Sales Agreement, the Company may also sell Issuance Shares to one or\nmore Sales Agents, as principal, at a price agreed upon at the time of sale. If the Company sells Issuance Shares to any Sales Agent(s) as\nprincipal, it will enter into a separate terms agreement with the Sales Agent(s), setting forth the terms of such transaction.\n\n \n\nPursuant to the 2026 Sales Agreement, the Company\nmay enter into one or more forward sale agreements with one or more of the Forward Purchasers. In connection with each such forward sale\nagreement, the relevant Forward Purchaser will, at the Company’s request, use commercially reasonable efforts to borrow from third\nparties and, through the relevant Forward Seller, sell a number of Forward Shares equal to the number of Common Shares underlying such\nforward sale agreement. The 2026 Sales Agreement also provides that a Forward Seller will be entitled to commissions at a mutually agreed\nrate that will not exceed, but may be lower than, 2.0% of the gross sales price of all borrowed Common Shares sold by the applicable Forward\nSeller, which commissions will be in the form of a reduced initial forward sale price under the related forward sale agreement with the\nrelated Forward Purchaser.\n\n \n\nAlthough the Company expects to physically settle\nany forward sale agreement into which it enters (by the delivery of Common Shares) and receive proceeds from the sale of those Common\nShares upon one or more forward settlement dates no later than the date that is two years from entry into the applicable forward sale\nagreement, the Company may elect to cash settle or net share settle all or a portion of its obligations under any forward sale agreement.\nIf the Company elects to cash settle any forward sale agreement, it may not receive any proceeds, and may owe cash to the relevant Forward\nPurchaser in certain circumstances. If the Company elects to net share settle any forward sale agreement, it will not receive any proceeds,\nand it may owe Common Shares to the relevant Forward Purchaser in certain circumstances. Any forward sale agreement is subject to early\ntermination or settlement under certain circumstances.\n\n \n\nThe Company intends to use the net proceeds from\nany sales of Securities for general corporate purposes, which may include, but are not limited to, the development or the acquisition\nof additional portfolio properties as suitable opportunities arise, the expansion and improvement of certain centers in the Operating\nPartnership’s portfolio, investments in joint ventures, the repayment of certain secured or unsecured indebtedness outstanding at\nsuch time (including amounts outstanding from time to time under the Company’s and the Operating Partnership’s, as applicable,\nlines of credit, senior notes, term loans or future indebtedness) and to provide for working capital.\n\n \n\nSome or all of the Sale Agents, the Forward\nSellers, the Forward Purchasers and/or their respective affiliates have engaged in, and/or may in the future engage in, investment\nbanking, commercial banking, financial advisory and/or other commercial dealings in the ordinary course of business with the Company\nand/or the Company’s subsidiaries, for which they have received and/or in the future may receive fees and commissions for\nthese transactions or services.\n\n \n\n \n\n \n\n \n\nThe Company and the Operating Partnership made\ncertain customary representations, warranties and covenants concerning the Company, the Operating Partnership and the registration statement\nin the 2026 Sales Agreement and also agreed to indemnify the Sales Agents, the Forward Sellers and the Forward Purchasers against certain\nliabilities, including liabilities under the Securities Act. The foregoing description of the 2026 Sales Agreement does not purport to\nbe complete and is subject to, and is qualified in its entirety by reference to, the form of 2026 Sales Agreement, which is attached hereto\nas Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the forward sale agreements does not purport\nto be complete and is subject to, and is qualified in its entirety by reference to, the form of registered forward confirmation, which\nis filed as Annex 2 to Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.\n\n \n\nA copy of the opinion of Troutman Pepper Locke\nLLP relating to the legality of the issuance and sale of the Securities and a copy of the opinion of Troutman Pepper Locke LLP relating\nto certain tax matters are attached to this Current Report on Form 8-K as Exhibit 5.1 and Exhibit 8.1, respectively.\n\n \n\nOn February 26, 2026, the Company also filed\na prospectus supplement with the SEC to the base prospectus, dated February 26, 2026, forming part of the Universal Shelf Registration\nStatement, relating to the resale by certain selling stockholders of up to 7,370,275 common shares, par value $0.01, of the Company (the\n“Exchangeable Note Shares”) issuable upon exercise of the exchange option pursuant to the Operating Partnership’s 2.375%\nExchangeable Senior Notes due 2031. The legality opinion with respect to the Exchangeable Notes Shares is filed as Exhibit 5.2 hereto.\n\n \n\nThis Current Report on Form 8-K shall\nnot constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities\nin any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification\nunder the securities laws of any such state or other jurisdiction."}