Tanger (NYSE: SKT) CEO logs tax withholding share disposal and LTIP award

Rhea-AI Filing Summary

Tanger Inc. President & CEO Stephen Yalof reported two equity-related transactions. On February 17, 2026, 50,706 shares of common stock were disposed of in a tax-withholding transaction at $33.82 per share to cover taxes on vesting, leaving him with 780,904.838 common shares held directly.

On February 13, 2026, he received an award of 49,391 Basic LTIP Units of Tanger Properties Limited Partnership at a stated price of $0.00 per unit. These Basic LTIP Units are intended as profits interests and, upon vesting and certain tax-related conditions, convert into non-voting Class C Common Units that may be exchanged one-for-one for Tanger Inc. common shares. The Basic LTIP Units are scheduled to vest in three equal installments on February 15 of each of the first three calendar years following the grant, subject to specified accelerated vesting conditions.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Yalof Stephen

Role President & CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	50,706	$33.82	$1.71M
Grant/Award	Limited Partnership Units exchangeable for Common Stock	49,391	$0.00	--

Holdings After Transaction: Common Stock — 780,904.838 shares (Direct); Limited Partnership Units exchangeable for Common Stock — 49,391 shares (Direct)

Footnotes (1)

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, 111,402 restricted shares vested, with 50,706 shares withheld to cover tax withholding liability. 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. 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).

Form 4 Insider Transactions: What Each Field Means →

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
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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 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)

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

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)		50,706	D	$33.82	780,904.838	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		49,391(3)		(2)	(2)	Common Stock	49,391	$0	49,391	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, 111,402 restricted shares vested, with 50,706 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 Mr. Yalof	02/18/2026
	** 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.
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FAQ

What insider transactions did SKT President & CEO Stephen Yalof report?

Stephen Yalof reported a tax-withholding disposition of 50,706 Tanger Inc. common shares and an award of 49,391 Basic LTIP Units. The disposition covered taxes on vested restricted stock, while the LTIP Units represent a new equity-based incentive tied to future vesting and performance.

Was the SKT CEO’s share disposition an open-market sale?

No, the 50,706-share disposition was solely to satisfy tax withholding on vesting restricted shares. Footnotes explain 111,402 restricted shares vested on February 17, 2026, and a portion was withheld to cover tax obligations, rather than representing a discretionary open-market sale by the CEO.

How many Tanger Inc. shares does Stephen Yalof hold after these transactions?

Following the tax-withholding disposition, Stephen Yalof directly holds 780,904.838 Tanger Inc. common shares. This figure reflects his remaining direct ownership after 50,706 shares were withheld to cover tax liabilities related to the vesting of previously granted restricted stock.

What are the 49,391 Basic LTIP Units granted to the SKT CEO?

The 49,391 Basic LTIP Units are interests in Tanger Properties Limited Partnership awarded to the CEO. If they vest and meet specified tax allocation conditions, they automatically convert into Class C Common Units, which may then be exchanged one-for-one for Tanger Inc. common shares, creating potential future equity.

What is the vesting schedule for Stephen Yalof’s new Basic LTIP Units at SKT?

The Basic LTIP Units are scheduled to vest one-third on February 15 of each of the first three calendar years after the grant. The award also allows for accelerated vesting in specific circumstances, including death and certain involuntary terminations, as described in the footnotes.

Did Stephen Yalof pay cash for the 49,391 Basic LTIP Units at Tanger Inc.?

No, the Basic LTIP Units were awarded at a stated price of $0.00 per unit. They are structured as a grant of profits interests for U.S. federal income tax purposes, rather than a cash purchase of existing equity in Tanger Inc. or its partnership.