Tanger (SKT) CEO Stephen Yalof exercises 173,842 units, 39,524 shares withheld for tax

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Tanger Inc. President & CEO Stephen Yalof exercised performance-based awards into common stock and had shares withheld for taxes. He converted 173,842 notional units into an equal number of restricted common shares after total shareholder return targets were fully achieved. According to the footnotes, 50% of these restricted shares vested on March 20, 2026 and the remaining 50% will vest on March 15, 2027, contingent on continued employment. To cover tax obligations from the vesting of 86,921 restricted shares, 39,524 shares were withheld rather than sold on the market at a price of $35.48 per share. After these compensation-related transactions, Yalof directly holds 903,156.84 shares of Tanger common stock.

Insider Trade Summary

173,842 shares exercised/converted

Mixed 3 txns

Insider Yalof Stephen

Role President & CEO

Type	Security	Shares	Price	Value
Exercise	Notional Units	173,842	$0.00	--
Exercise	Common Stock	173,842	$0.00	--
Tax Withholding	Common Stock	39,524	$35.48	$1.40M

Holdings After Transaction: Notional Units — 0 shares (Direct); Common Stock — 942,680.84 shares (Direct)

Footnotes (1)

Represents restricted common shares received from the conversion of notional units. Based on the share price targets achieved, each notional unit was converted into one restricted common share. 50% of the shares vested on March 20, 2026 and the remaining 50% will vest on March 15, 2027, contingent upon continued employment with the Tanger Inc. (the "Company") through the vesting dates. This forfeiture was undertaken solely to satisfy a tax withholding liability related to the vesting of shares held by the reporting person. On March 20, 2026, 86,921 restricted shares vested, with 39,524 shares withheld to cover tax withholding liability. 100% of the absolute and relative portions were actually earned. Represents notional units, each of which converted into an equivalent number of restricted common shares based on the Company's share price appreciation inclusive of all dividends (TSR), and its TSR relative to its peer group, over the three-year measurement period from March 14, 2023 through March 13, 2026. With respect to 33.30% of the performance shares, 20% of this portion of the award will be earned if the Company's aggregate TSR equals 26.0% over the 3-year measurement period, 60% of this portion of the award will be earned if the Company's aggregate TSR equals 33.1%, and 100% of this portion of the award will be earned if the Company's aggregate TSR equals or exceeds 40.5%. With respect to the other 66.70% of the performance shares, 20% of this portion of the award will be earned if the Company's TSR is in the 30th percentile of its peer group over the 3-year measurement period, 60% of this portion of the award will be earned if the Company's TSR is in the 55th percentile of its peer group during this period, and 100% of this portion of the award will be earned if the Company's TSR is in the 80th percentile of its peer group or greater during this period. The performance shares will convert on a pro-rata basis by linear interpolation between share price appreciation thresholds.

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Form 4 Insider Transactions: What Each Field Means →

03/23/2026 - 04:37 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Yalof Stephen

(Last)

(First)

(Middle)

3200 NORTHLINE AVE., SUITE 360

(Street)

GREENSBORO

NORTH CAROLINA

27408

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
TANGER INC. [ SKT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/20/2026		M		173,842⁽¹⁾	A	$0	942,680.84	D
Common Stock	03/20/2026		F⁽²⁾		39,524	D	$35.48	903,156.84	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Notional Units⁽³⁾⁽⁴⁾⁽⁵⁾	⁽³⁾⁽⁴⁾⁽⁵⁾	03/20/2026		M			173,842	⁽⁴⁾	⁽³⁾⁽⁴⁾⁽⁵⁾	Common Stock	173,842⁽³⁾⁽⁴⁾⁽⁵⁾	$0⁽³⁾⁽⁴⁾⁽⁵⁾	0	D

Explanation of Responses:

1. Represents restricted common shares received from the conversion of notional units. Based on the share price targets achieved, each notional unit was converted into one restricted common share. 50% of the shares vested on March 20, 2026 and the remaining 50% will vest on March 15, 2027, contingent upon continued employment with the Tanger Inc. (the "Company") through the vesting dates.

2. This forfeiture was undertaken solely to satisfy a tax withholding liability related to the vesting of shares held by the reporting person. On March 20, 2026, 86,921 restricted shares vested, with 39,524 shares withheld to cover tax withholding liability.

3. 100% of the absolute and relative portions were actually earned.

4. Represents notional units, each of which converted into an equivalent number of restricted common shares based on the Company's share price appreciation inclusive of all dividends (TSR), and its TSR relative to its peer group, over the three-year measurement period from March 14, 2023 through March 13, 2026.

5. With respect to 33.30% of the performance shares, 20% of this portion of the award will be earned if the Company's aggregate TSR equals 26.0% over the 3-year measurement period, 60% of this portion of the award will be earned if the Company's aggregate TSR equals 33.1%, and 100% of this portion of the award will be earned if the Company's aggregate TSR equals or exceeds 40.5%. With respect to the other 66.70% of the performance shares, 20% of this portion of the award will be earned if the Company's TSR is in the 30th percentile of its peer group over the 3-year measurement period, 60% of this portion of the award will be earned if the Company's TSR is in the 55th percentile of its peer group during this period, and 100% of this portion of the award will be earned if the Company's TSR is in the 80th percentile of its peer group or greater during this period. The performance shares will convert on a pro-rata basis by linear interpolation between share price appreciation thresholds.

Remarks:

	/s/ Eric Richardson, attorney-in-fact for Mr. Yalof	03/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Tanger (SKT) CEO Stephen Yalof report?

Stephen Yalof reported exercising 173,842 notional units into an equal number of restricted Tanger common shares. These were performance-based awards earned after total shareholder return targets were fully met over a three-year measurement period ending March 13, 2026.

How many Tanger (SKT) shares does CEO Stephen Yalof hold after this Form 4?

After these transactions, Stephen Yalof directly holds 903,156.84 shares of Tanger common stock. This figure reflects the newly converted restricted shares minus the portion withheld to satisfy tax liabilities tied to vesting on March 20, 2026.

Were Stephen Yalof’s Tanger (SKT) Form 4 transactions open-market sales?

No, the filing shows no open-market sales. Shares were acquired through conversion of notional units, and 39,524 shares were forfeited solely to satisfy tax withholding related to vesting, rather than sold to third parties in the market.

What performance conditions triggered Stephen Yalof’s Tanger (SKT) notional unit conversion?

The notional units converted based on Tanger’s total shareholder return (TSR) and its TSR relative to a peer group over a three-year period from March 14, 2023 through March 13, 2026, with footnotes stating 100% of the absolute and relative portions were actually earned.

How are Stephen Yalof’s new Tanger (SKT) restricted shares vesting over time?

Of the restricted shares received from the conversion, 50% vested on March 20, 2026. The remaining 50% are scheduled to vest on March 15, 2027, contingent upon Stephen Yalof’s continued employment with Tanger Inc. through those vesting dates.

Why were 39,524 Tanger (SKT) shares withheld in Stephen Yalof’s Form 4?

The 39,524 shares were forfeited solely to satisfy tax withholding obligations linked to the vesting of 86,921 restricted shares on March 20, 2026. This is a compensation-related tax payment mechanism rather than a discretionary open-market sale of shares.