Tanger (SKT) COO reports tax share withholding and 14,282-unit LTIP grant

Rhea-AI Filing Summary

Tanger Inc. EVP and Chief Operating Officer Leslie Swanson Gallardo reported two equity-related transactions. On February 17, 2026, 14,183 common shares were forfeited solely to cover tax withholding on the vesting of 35,695 restricted shares. On February 13, 2026, she received an award of 14,282 Basic LTIP Units in Tanger Properties Limited Partnership, which can ultimately be exchanged on a one-for-one basis for Tanger Inc. common shares if vesting and tax conditions are met.

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

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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^*

Swanson Gallardo Leslie

(Last) (First) (Middle)

3200 NORTHLINE AVE., SUITE 360

(Street)

GREENSBORO NC 27408

(City) (State) (Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/17/2026		F(1)		14,183	D	$33.82	78,482	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Limited Partnership Units exchangeable for Common Stock(2)	(2)	02/13/2026		A		14,282(3)		(2)	(2)	Common Stock	14,282	$0	14,282	D

Explanation of Responses:

1. This forfeiture was undertaken solely to satisfy a tax withholding liability related to the vesting of stock held by the reporting person. On February 17, 2026, 35,695 restricted shares vested, with 14,183 shares withheld to cover tax withholding liability.

2. Reflects an award of Basic LTIP Units of Tanger Properties Limited Partnership, which, if and as they become vested, and conditioned upon the satisfaction of minimum allocations to the capital accounts of the Basic LTIP Units for federal income tax purposes, are automatically converted into non-voting Class C Common Units. Class C Common Units may be exchanged by the reporting person for Tanger Inc. common shares on a one-for-one basis. Basic LTIP Units are intended to qualify as profits interests for US federal income tax purposes.

3. These Basic LTIP Units are scheduled to vest one-third on February 15th of each year of the first three calendar years following the grant (subject to accelerated vesting in certain cases, such as death and certain involuntary terminations).

Remarks:

	/s/ Eric Richardson, attorney-in-fact for Ms. Swanson Gallardo	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Tanger (SKT) report for Leslie Swanson Gallardo?

Tanger reported that EVP and COO Leslie Swanson Gallardo had 14,183 common shares forfeited to cover tax withholding and received an award of 14,282 Basic LTIP Units. These units may later be exchanged one-for-one for Tanger Inc. common shares if vesting conditions are satisfied.

Was the Tanger (SKT) insider share disposition an open-market sale?

No, the 14,183-share disposition by Leslie Swanson Gallardo was a tax-withholding forfeiture, not an open-market sale. The shares were withheld to satisfy tax obligations related to the vesting of 35,695 restricted shares on February 17, 2026, according to the disclosure footnote.

What are the Basic LTIP Units awarded to the Tanger (SKT) COO?

Leslie Swanson Gallardo received 14,282 Basic LTIP Units in Tanger Properties Limited Partnership. If they vest and meet tax allocation conditions, they automatically convert into non-voting Class C Common Units, which may be exchanged one-for-one for Tanger Inc. common shares, providing potential future equity exposure.

How do the Tanger (SKT) Basic LTIP Units for the COO vest over time?

The Basic LTIP Units awarded to the COO are scheduled to vest in three equal installments. One-third vests on February 15 of each of the first three calendar years following the grant, with potential accelerated vesting in specific situations such as death or certain involuntary terminations.

How many Tanger (SKT) common shares does the COO hold after the tax withholding event?

After the 14,183-share tax withholding forfeiture, Leslie Swanson Gallardo directly holds 78,482 Tanger Inc. common shares. This figure reflects her remaining direct ownership following the tax-related disposition tied to the vesting of 35,695 restricted shares on February 17, 2026.

What was the reported price per Tanger (SKT) share for the tax withholding transaction?

The tax-withholding disposition for Leslie Swanson Gallardo was reported at a price of $33.82 per common share. This price applies to the 14,183 shares forfeited solely to cover tax liabilities associated with the vesting of 35,695 restricted shares on February 17, 2026.