DEF 14A of Tanger Inc., Mar 26, 2026

DEF 14A of Tanger Inc.

Filed Mar 26, 2026 · FY20250001628280-26-021249

Open on EDGAR

  1. PRESIDENT & CHIEF EXECUTIVE OFFICER

    | Performance Highlights | | 5 | | Proxy Summary | | 10 | | | Election of Directors | 19 | | Director Resignation Policy | | 19 | | Board Diversity and Refreshment | | 19 | | Nominee Qualifications | | 21 | | Director Independence | | 30 | | Board Leadership Structure | | 30 | | Risk Oversight | | 32 | | Cybersecurity Risk Management Oversight | | 33 | | Attendance at Board and Committee Meetings | | 34 | | Anti-Hedging Policy | | 34 | | Committees of the Board | | 34 | | Communications with Directors | | 38 | | Compensation of Directors | | 38 | | Executive Compensation | | 41 | | Compensation Discussion and Analysis | | 41 | | Report of the Compensation and Human Capital Committee | | 61 | | 2025 Summary Compensation Table | | 62 | | 2025 Grants of Plan-Based Awards | | 63 | | Outstanding Equity Awards at Year End 2025 | | 64 | | Option Exercises and Common Shares Vested in 2025 | | 66 | | Employment and Severance Arrangements | | 66 | | Potential Payments on Termination or Change of Control | | 68 | | Security Ownership of Certain Beneficial Owners and Management | | 74 | | Certain Relationships and Related Party Transactions | | 76 |

  2. PRESIDENT & CHIEF EXECUTIVE OFFICER

    2025 Business Recap Our differentiated leasing, marketing, and operating platform is an engine for growth, fueling our strong performance in 2025 and positioning the company for continued momentum in the years ahead. Our 2025 financial results demonstrate our ability to: •Drive organic growth through record leasing activity, positive rent spreads, strong portfolio occupancy, and continued NOI expansion, •Enhance our portfolio as we evolve our centers into shopping, dining, and entertainment destinations that attract new retailers and resonate with our shoppers, •Deepen shopper engagement through targeted, successful marketing campaigns and deployment of technology as part of our strategy to grow sales and traffic, and •Invest for long-term value by acquiring and integrating additional retail centers, reinvesting in our portfolio, activating peripheral land, strengthening our balance sheet, and maintaining flexibility to selectively pursue future growth opportunities. During 2025, we continued to demonstrate our ability to create value for our shareholders, through dividends totaling $1.1525 per share, which was a 6% increase over the total dividends paid in 2024, and share price appreciation that combined to result in a 110% 3-year total shareholder return (“TSR”) and a 313% 5-year TSR, which outpaced retail REITs, the REIT industry and the broad market as shown below. In 2025, we added two new centers to our portfolio, Pinecrest in Cleveland, OH and Legends Outlets in Kansas City, KS. These acquisitions are consistent with our long-term strategy of investing in dominant outlet and open-air retail centers in markets that benefit from outsized residential and tourism growth and that we believe can immediately benefit from the Tanger leasing, marketing and operations platforms.

  3. Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

    Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

  4. Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

    | 1-Year Total Shareholder Return | 3-Year Total Shareholder Return | 5-Year Total Shareholder Return |

  5. Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

    | Tanger Inc. | 2026 Proxy Statement | 5 |

  6. Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

    | Net Income | Net income available to common shareholders was $0.99 per Common Share, or $114.8 million, for the year ended December 31, 2025 compared to net income available to common shareholders of $0.88 per Common Share, or $98.6 million, for the year ended December 31, 2024. | | Core Funds from Operations (“Core FFO”)* | Core FFO available to common shareholders was $2.33 per Common Share, or $278 million, for the year ended December 31, 2025 compared to $2.13 per Common Share, or $247 million, for the year ended December 31, 2024.* | | Same Center Net Operating Income (“NOI”)* | Same Center NOI for the consolidated portfolio increased to $376.1 million for 2025 from $361.2 million for 2024 driven by growth in occupancy and rental rates during 2025. | | Occupancy | 98.0% occupancy for the consolidated portfolio on December 31, 2025 (compared to 98.0% on December 31, 2024). On a same center basis, occupancy was 98.1% for both December 31, 2025 and December 31, 2024. | | Quarterly Common Share Cash Dividends | Paid $1.1525 per Common Share in dividends during 2025, an increase of 6% from dividends paid in 2024. We paid an all-cash dividend every year since becoming a public company in May 1993. | | Average Tenant Sales | Average tenant sales were $473 per square foot for the total portfolio for the year ended December 31, 2025, an increase of 6.5% compared to the year ended December 31, 2024. | | Net Debt to Adjusted EBITDA Ratio* | Net Debt to Adjusted EBITDAre (calculated as Net Debt divided by Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate (“Adjusted EBITDAre”)) was 4.7x for the twelve months ended December 31, 2025 compared to 4.8x for the year ended December 31, 2024.* | | Interest Coverage Ratio* | Consolidated interest coverage ratio (calculated as Adjusted EBITDA* divided by interest expense) for the consolidated portfolio remained flat at 5.2 times for 2025 from 5.0 times for 2024. | | Debt Compliance | Remained in full compliance with all debt covenants as of December 31, 2025. | | Occupancy Cost Ratio | Occupancy cost ratio (calculated as annualized occupancy costs as of the end of the reporting period as a percentage of tenant sales for the trailing twelve-month period) of 9.7% for the year ended December 31, 2025 compared to 9.5% for the year ended December 31, 2024. |

  7. Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

    *Core FFO, Same Center NOI, Net Debt, Adjusted EBITDA, Net Debt to Adjusted EBITDA ratio and interest coverage ratio are non-GAAP (as defined below) financial measures that the Company’s management believes to be important supplemental indicators of our operating performance and which are used by securities analysts, investors and other interested parties in the evaluation of REITs, but are not measures computed in accordance with generally accepted accounting principles in the United States (“GAAP”). Net Debt to Adjusted EBITDA (pro forma) incorporates Adjusted EBITDA from properties acquired or opened during 2025, assuming a full year of Adjusted EBITDA for such properties. For a discussion of Core FFO, Same Center NOI, Net Debt and Adjusted EBITDA, including a reconciliation to their most directly comparable GAAP equivalent, please see Appendix A to this Proxy Statement.

  8. Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

    | 6 | Tanger Inc. | 2026 Proxy Statement |

  9. Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

    During 2025, we strengthened our balance sheet to position the Company with the liquidity and flexibility to invest in our growth. In September 2025, we settled all of the outstanding forward shares that were issued under the ATM Program for total gross proceeds of $69.7 million, and, as of December 31, 2025, we had a remaining authorization of $400.0 million under the ATM Program. As of December 31, 2025, our consolidated outstanding debt aggregated approximately $1.6 billion with $44 million of floating rate debt, representing approximately 3% of total consolidated debt and 1% of total enterprise value. Approximately 93% of our total consolidated square footage was unencumbered by mortgages. As of December 31, 2025, our outstanding debt had a weighted average interest rate of 4% and a weighted average term to maturity, including extension options, of approximately 2.7 years. We have no significant debt maturities until September 2026, and we ended 2025 with $54 million of cash and cash equivalents, along with $576 million of capacity available under our $620 million unsecured lines of credit. In January 2026, the Company completed a series of financing transactions that increased the Company’s debt capacity, enhanced liquidity, extended debt duration, lowered pricing, and expanded its bank group. The Operating Partnership closed on $550.0 million of unsecured term loans increasing our total term loan capacity by $225.0 million, including $150 million of the increased capacity under a delayed draw feature, allowing the Company to draw the proceeds over a six-to-nine month period. Also, the Operating Partnership issued $250.0 million aggregate principal amount of its 2.375% Exchangeable Senior Notes due 2031, which are guaranteed, on a senior unsecured basis, by the Company, and entered into capped call transactions that increased the effective conversion price from approximately $41.55 per share to approximately $47.49 per share, subject to adjustments. On a pro forma basis for the January 2026 financing transactions, the proceeds of which were used to pay off all outstanding amounts under our unsecured lines of credit, our consolidated outstanding debt aggregated approximately $1.9 billion with no floating rate debt. On a pro forma basis, our outstanding debt had a weighted average interest rate of 3.8% and a weighted average term to maturity, including extension options, of approximately 3.7 years. After considering the net proceeds of the financing transactions, the delay draw feature, and full availability under the unsecured lines of credit, the Company’s liquidity increased to over $1.0 billion, further providing the Company with the financial flexibility to support its operational needs, upcoming debt maturities and strategic growth initiatives to drive value for stakeholders.

  10. Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

    | Tanger Inc. | 2026 Proxy Statement | 7 |

  11. Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

    Our Mission, Vision and Values

  12. Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

    | Our Mission We create shopping destinations that entertain, inspire, and bring our communities together | | | Our Vision To lead the evolution of shopping | | | | Integrity Integrity means always showing up with honesty and accountability—acting fairly and demonstrating care in every decision we make and action we take. | | | Inclusion Inclusion is how we build and sustain a workplace culture and community that respects the diverse perspectives, viewpoints, and identities within our organization. By embracing an inclusive mindset, we create an environment where everyone can contribute to our collective success. | | | Innovation Innovation fuels our cutting-edge strategies and solutions and powers the best-in-class results we deliver to our customers, partners, and communities. | | | | | | We live our Values through our Actions | | | | | | Build Trust We foster a culture of respect and make decisions with fairness, objectivity, and accountability. | Challenge the Status Quo We take smart risks, find innovative solutions, and embrace change to grow stronger. | Win Together We put people first, build supportive and empowering relationships, and celebrate success together. | Make It Happen We take initiative, problem-solve, and deliver excellence. |

  13. Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

    | 8 | Tanger Inc. | 2026 Proxy Statement |

  14. Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

    Our Approach to Corporate Responsibility We believe that supporting strong communities and making conscious decisions about our impact on our planet align with our business strategies to create long-term value for our shareholders, retail partners and employee team members. We integrate programs into our business practices which seek to address the issues most important to our stakeholders. Our Values form the foundation of our approach as we set goals to create positive social and economic impact while reducing our environmental footprint. A portion of our 2025 short-term incentive plan for our named executive officers was contingent on achieving goals in support of making meaningful progress towards the Company’s 2050 Carbon Neutral goal by enhancing our corporate sustainability reporting, increasing the resiliency of our centers and improving accuracy and auditability of our environmental data. We also developed workforce capabilities through professional development and skill-building programs by launching our LinkedIn Learning platform, achieving at least a 75% participation rate in training programs among employees in 2025. Stakeholder Alignment Stakeholder assessments and business priorities drives the strategy behind our corporate responsibility programs. We begin by identifying opportunities and risks, leveraging external frameworks and engaging stakeholders, executives and our Board members to help identify key issues impacting our business. These key issues are translated into operational priorities and processes across the Company. In 2025, we partnered with a third party to refresh our materiality assessment in alignment with double materiality to evaluate the impact of environmental, social and governance issues on our financial performance. In addition to climate-related topics, we incorporated other material risks identified by Tanger’s Enterprise Risk Management (ERM) team to ensure alignment between these priorities and enterprise-wide risks. Following the completion of the Materiality Assessment, these material topics were added to the strategic roadmap advanced by Tanger’s Impact Program Working Group, which reviews the progress and alignment of key priority projects quarterly. We believe that this double materiality assessment provides us with valuable insights that we can use to ensure that our priorities are in alignment with the views and opinions of our stakeholders. Governance and Reporting Our management team has formed an executive committee that advises on the Company’s approach to corporate responsibility and consists of executives from various functional areas of our Company, including, without limitation, Operations, Finance and People and Culture. This executive committee monitors progress toward achievement of goals and communicates priority issues to senior leadership. Our Nominating and Corporate Governance Committee of our Board provides oversight of risks related to environmental, social and sustainability matters to ensure such risks are managed appropriately and regularly reviews our programs and practices to ensure alignment with our overall business strategy.

  15. Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

    | Tanger Inc. | 2026 Proxy Statement | 9 |

  16. Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

    | Proxy Summary |

  17. Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

    | | This summary highlights information contained elsewhere in this Proxy Statement and does not encompass all the information that you should consider. Please read the Proxy Statement in its entirety before voting. The Board of Directors of Tanger Inc. (NYSE:SKT) is soliciting your proxy for use at the Annual Meeting of Shareholders of the Company to be held on Friday, May 8, 2026. Unless the context indicates otherwise, the term “Company” refers to Tanger Inc. and the term “Operating Partnership” refers to Tanger Properties Limited Partnership. The terms “we,” “our” and “us” refer to the Company or the Company and the Operating Partnership together, as the context requires. The Board of Directors of Tanger Inc. (NYSE:SKT) is soliciting your proxy for use at the Annual Meeting of Shareholders of the Company (the “Annual Meeting”) to be held on Friday, May 8, 2026. All holders of record of our common shares, par value $0.01 per share (referred to as “Common Shares”), as of the close of business on the record date, March 11, 2026, are entitled to attend and vote on all proposals at the Annual Meeting. We anticipate that our Proxy Statement and proxy card will be first sent or available to shareholders on or about March 26, 2026. What is New in this Proxy Statement •Changes in board composition reflecting a decrease in the number of directors on the Board and the transition of Steven B. Tanger to Chair Emeritus | | | | | GENERAL INFORMATION Meeting: Annual Meeting of Shareholders Date: May 8, 2026 Time: 10:00 a.m., Eastern Time Location: www.meetnow.global/M5S9AT7 Record Date: March 11, 2026 Stock Symbol: SKT Exchange: New York Stock Exchange Common Shares Outstanding: 114,534,004 State of Incorporation: North Carolina Public Company Since: 1993 Corporate Website: www.tanger.inc Investor Relations Website: investors.tanger.inc | |

  18. Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

    The Annual Meeting will be a virtual meeting, which will be conducted solely via remote participation by visiting www.meetnow.global/M5S9AT7. You will be able to attend the Annual Meeting online, vote your shares electronically and ask questions during the meeting. A virtual meeting enables increased shareholder attendance and participation because shareholders can participate from any location around the world. To participate in the Annual Meeting, you will need to review the information included on your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials.

  19. Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

    | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON FRIDAY, MAY 8, 2026. This Proxy Statement and our Annual Report for the year ended December 31, 2025 (the “Annual Report”) to Shareholders are available at www.envisionreports.com/SKT. The information found on, or otherwise accessible through, our website is not incorporated by reference into, nor does it form a part of, this Proxy Statement. |

  20. Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

    | 10 | Tanger Inc. | 2026 Proxy Statement |

  21. Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

    | | | | | | | | The Board recommends a vote FOR each director nominee. | See page 19 |

  22. Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

    Directors We believe that the composition of our Board of Directors (the “Board” or the “Board of Directors”) is balanced, that it reflects diversity in experience, professional background, gender, ethnicity, areas of expertise and perspectives, and that the range of tenures of our directors creates a synergy between institutional knowledge and new perspectives. As a corporate governance best practice, our Nominating and Corporate Governance Committee annually considers the composition of our Board and standing Board committees to ensure an appropriate balance and a diversity of perspectives. Steven B. Tanger, who has served on our Board for 32 years, will not be standing for re-election at the 2026 Annual Meeting and his term as a director of the Company will expire at the conclusion of the 2026 Annual Meeting. The Board expects to appoint Luis A. Ubiñas to succeed Mr. Tanger as Chair of the Board effective following the 2026 Annual Meeting. Our Board approved a reduction in the Board size from nine members to eight members effective at the 2026 Annual Meeting. On the recommendation of the Nominating and Corporate Governance Committee, the Board nominated the eight persons named below for election as directors this year, each to serve for a one-year term or until the director’s successor is elected and qualified or, if earlier, until his or her resignation or removal. In recognition of Mr. Tanger’s significant contributions and longstanding service to the Company, the Board designated Mr. Tanger as Chair Emeritus effective immediately upon the adjournment of the 2026 Annual Meeting. During his tenure as Chair Emeritus, Mr. Tanger will be invited to attend regularly scheduled Board meetings in an advisory role, provided that his attendance at regularly scheduled Board meetings shall not constitute service as a director for any legal, governance or other purpose. As Chair Emeritus, Mr. Tanger will provide strategic counsel and support to the Board and management, ensuring that our stockholders continue to benefit from his breadth of industry knowledge and extensive experience in all aspects of the Company’s business. Committee composition and chair appointments will be reviewed at the Company’s next regularly scheduled Board meeting, as is the Company’s annual practice.

  23. Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

    | Tanger Inc. | 2026 Proxy Statement | 11 |

  24. Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

    The table below outlines the ages, tenures, independence and committee membership of our director nominees for the annual meeting to be held on May 8, 2026. For more information about our director nominees and their qualifications, please see “Proposal 1 - Election of Directors.”

  25. Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

    | | JEFFREY B. CITRIN Independent | | SANDEEP L. MATHRANI Independent | | THOMAS J. REDDIN Independent | | Age: 68 Years on Board: 11 | | Age: 63 Years on Board: 4 | | Age: 65 Years on Board: 15 | | | | BRIDGET M. RYAN-BERMAN* Independent | | SUSAN E. SKERRITT Independent | | SONIA SYNGAL Independent | | Age: 65 Years on Board: 17 | | Age: 71 Years on Board: 7 | | Age: 56 Years on Board: 1 | | | | LUIS A. UBIÑAS Independent | | STEPHEN YALOF** | | | | Age: 63 Years on Board: 6 | | Age: 63 Years on Board: 5 | | | |

  26. Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

    | * Lead Independent Director ** Chief Executive Officer and President | AC Audit Committee CC Compensation and Human Capital Committee NC Nominating and Corporate Governance Committee | Chair Member |

  27. Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

    | 12 | Tanger Inc. | 2026 Proxy Statement |

  28. Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

    Board Snapshot*

  29. Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

    | Independence |

  30. Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

    | ■ | Non-Independent Directors | | ■ | Independent Directors |

  31. Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

    | Tenure and Average Age |

  32. Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

    | ■ | 3 years or less | | ■ | 4-10 years | | ■ | Greater than 10 years |

  33. Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

    | Gender and Racial/Ethnic Diversity |

  34. Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

    | ■ | Racial/Ethnic Diversity | | ■ | Gender Diversity (Female) | | ■ | Not Diverse Based on Gender or Race/Ethnicity |

  35. Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

    | Committee Independence |

  36. Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

    | ■ | Not Independent | | ■ | Independent |

  37. Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

    Board Skills and Experience

  38. Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

    | | Retail Industry/ Retail Leasing | | Marketing/ Digital | | Financial Literacy/ Accounting | | | | | | | | | | CEO/Business Head | | Technology/ Privacy | | Human Capital Management/ Compensation | | | | | | | | | | Public REIT/ Capital Markets | | Cybersecurity | | Enterprise Risk Management | | | | | | | | | | Real Estate/ Capital Allocation | | Corporate Governance/Ethics | | | | | | | | | |

  39. Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

    * Reflects the composition of the Board following Steven B. Tanger's retirement at the Annual Meeting and assumption of the role of Chair Emeritus.

  40. Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

    | Tanger Inc. | 2026 Proxy Statement | 13 |

  41. Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

    Governance Highlights Strong Corporate Governance Practices

  42. Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

    | INDEPENDENCE | BEST PRACTICES | | •7 of 9 current directors are independent •Following the annual meeting, 7 of 8 directors will be independent •All Board committees composed entirely of independent directors •Regular executive sessions of non-management directors and independent directors •Board and committees may hire outside advisors independently of management | •Active shareholder engagement process •Diverse perspectives reflected in Board and Senior Management •Strategy and risk oversight by the Board and its Committees •Share ownership guidelines for named executive officers and non-employee directors •Complete annual Board evaluations •Annual election of Directors with majority voting in uncontested elections •No stockholder rights plan |

  43. Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

    | RISK OVERSIGHT | Audit Committee •Enterprise Risk Management (including cybersecurity risks) •Internal controls over financial reporting •Interest rate risk and hedging strategies Compensation and Human Capital Committee •Human capital management, including, retention, succession, diversity, culture and engagement •Incentive and equity-based compensation plan design and levels for executive officers Nominating and Corporate Governance Committee •Corporate governance principles •Annual self-assessment process •Environmental, social and sustainability matters and alignment of programs related thereto with our business strategy | | The Board is responsible for overseeing our risk management process and each of our Committees has specific risk management responsibilities to assist the Board, as follows: | |

  44. Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

    | 14 | Tanger Inc. | 2026 Proxy Statement |

  45. Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

    Active Stakeholder Engagement

  46. How We Engage

    | | | Pay Element | | Objectives | | | | CEO | Other NEOs | | | | | Base Salary | Base Salary | To provide competitive fixed pay at a level consistent with the individual’s job responsibilities relative to such individual’s peers | | | | | | | | | | Annual Incentive Cash Bonus | Annual Incentive Cash Bonus | To incentivize management to achieve the Company’s strategic and financial goals for the fiscal year, generally using a formulaic calculation | | | | | | | | | | Annual Long-Term Time-Based Equity Incentive | Annual Long-Term Time-Based Equity Incentive | To reward prior year performance and support the retention of senior management, while exposing recipients to the same market fluctuations as shareholders and thereby motivating management to create long-term shareholder value | | | | | | | | | | Performance Share Plan | Performance Share Plan | To enhance the pay-for-performance structure and shareholder alignment, while motivating and rewarding senior management for total shareholder return (“TSR”) performance in excess of rigorous, predetermined absolute and relative hurdles | | | | | | |

  47. How We Engage

    | | What We Do Not Do | | Provide Tax Gross-Ups Provide Excessive Perquisites Reprice Share Options Provide Excessive Change of Control or Single-Trigger Change of Control Severance Payments | |

  48. Directors Not Standing for Re-election at the Annual Meeting

    Directors Not Standing for Re-election at the Annual Meeting Mr. Tanger, age 77, will not be standing for re-election at this Annual Meeting and his term as a director of the Company will expire at the conclusion of the Annual Meeting. Mr. Tanger will continue to serve as a director and in his role as the Non-Executive Chair of the Board until the Annual Meeting.

  49. Directors Not Standing for Re-election at the Annual Meeting

    | | | | | | •Non-Executive Chair of the Board since January 1, 2024, and Executive Chair of the Board from January 1, 2021 to December 31, 2023. •Served as the Company’s Chief Executive Officer from May 2017 to December 2020; President and Chief Executive Officer from January 2009 to May 2017; President and Chief Operating Officer from January 1995 to December 2008; and Executive Vice President from 1986 to December 1994. •Served on the Board of Directors of The Fresh Market, Inc. from June 2012 to April 2016. •Former Trustee of the International Council of Shopping Centers (ICSC), a member of the Real Estate Roundtable, and a Director and Member of the Executive Committee of the National Association of Real Estate Investment Trusts (NAREIT). | QUALIFICATIONS FOR THE TANGER BOARD Mr. Tanger joined the Company’s predecessor in 1986 and is the son of the Company’s founder, the late Stanley K. Tanger. Together with his father, Mr. Tanger helped develop the Company into a portfolio of outlet shopping centers throughout the U.S. states and in Canada. Mr. Tanger provides an insider’s perspective in Board discussions and is experienced in all aspects of the Company’s business. OTHER CURRENT PUBLIC COMPANY BOARDS None |

  50. Directors Not Standing for Re-election at the Annual Meeting

    | Tanger Inc. | 2026 Proxy Statement | 29 |

  51. Directors Not Standing for Re-election at the Annual Meeting

    Director Independence Our Corporate Governance Guidelines and the listing standards of the New York Stock Exchange (“NYSE”) require that a majority of our directors be “independent” and that every member of the Board’s Audit Committee, Compensation and Human Capital Committee, and Nominating and Corporate Governance Committee be “independent,” in each case as such term is defined by the NYSE listing requirements. Generally, independent directors are those directors who are not concurrently serving as officers of the Company and who have no material relationship with us. We presently have nine directors, including seven independent directors. Our Board has affirmatively determined that the following seven current directors are “independent,” as that term is defined under the listing standards of the NYSE: Jeffrey B. Citrin, Sandeep L. Mathrani, Thomas J. Reddin, Bridget M. Ryan-Berman, Susan E. Skerritt, Sonia Syngal and Luis A. Ubiñas. Steven B. Tanger served as an executive officer of the Company until December 31, 2023, and Stephen Yalof is our President and CEO, and therefore, are not independent. In determining the independence of our directors, the Board took into account that Ms. Ryan-Berman serves as the Chair of the Board of Newell Brands Inc., which owns a portfolio of brands, including one of our tenants. Additionally, Mr. Mathrani serves on the board of directors of Dick’s Sporting Goods, Inc., one of our tenants. The Board considered the nature of these relationships, the dollar value of the annual rental payments received from the respective tenant, and determined that the relationship does not impair Ms. Ryan-Berman’s or Mr. Mathrani’s independence. Board Leadership Structure Pursuant to our By-Laws and our Corporate Governance Guidelines, our Board determines the appropriate board leadership structure for our Company from time to time. We recognize that different board leadership structures may be appropriate for companies in different situations and so as part of our annual Board self-evaluation process, we evaluate our leadership structure to ensure that the Board continues to believe that it provides the optimal structure for our Company and shareholders. We do not have a policy on whether the same person should serve as both the Chief Executive Officer and Chair of the Board or, if the roles are separate, whether the Chair should be selected from the non-management directors. We believe that our Board should have the flexibility to make these determinations in the way that best provides appropriate leadership for our Company. Pursuant to our Corporate Governance Guidelines, if the Chair of the Board is a member of management or does not otherwise qualify as independent under NYSE rules, the independent directors may elect a Lead Independent Director, who shall qualify as independent under NYSE rules. We presently operate with a Non-Executive Chair, a Chief Executive Officer and a Lead Independent Director. Mr. Tanger became our Non-Executive Chair on January 1, 2024, after having served as our Executive Chair since January 1, 2021 and prior to that as a director since May 1993. Mr. Yalof, our President and CEO, was appointed to the Board effective July 20, 2020 and became CEO on January 1, 2021. Ms. Bridget M. Ryan-Berman was appointed Lead Independent Director effective July 1, 2023. Mr. Tanger will not be standing for re-election at this Annual Meeting and his term as a director of the Company will expire at the conclusion of the Annual Meeting. Mr. Tanger will continue to serve as a director and in his role as the Non-Executive Chair of the Board until the Annual Meeting. Following the expiration of Mr. Tanger’s term as a director upon the adjournment of the Annual Meeting, the Board expects to appoint Mr. Ubiñas to succeed Mr. Tanger as Non-Executive Chair of the Board. Our Board has affirmatively determined that Mr. Ubiñas is “independent,” as that term is defined under the listing standards of the NYSE. As such, the Board does not intend to appoint a separate Lead Independent Director following Mr. Ubiñas’s appointment as Non-Executive Chair of the Board. We believe our current and future leadership structure is the optimal structure for us at this time, providing both strong oversight and operational insight. We believe the benefits of the arrangement include the following: •Affords consistent and stable leadership in the board room, with our Chair facilitating board room discussion and presiding over Board meetings. •Establishes clear leadership roles, with our Chair assuming principal responsibility for the functioning of our Board while our CEO assumes principal responsibility for the day-to-day operations of the Company. •Provides valuable independent oversight of management from our Lead independent Director if our Chair does not meet our independence requirements. •Creates an environment in which our President and CEO, Mr. Yalof, can effectively lead and engage our employees and work productively to create and execute the Company’s strategic vision. •Ensures effective communication between the independent directors, the Chief Executive Officer and the Chair.

  52. Directors Not Standing for Re-election at the Annual Meeting

    | 30 | Tanger Inc. | 2026 Proxy Statement |

  53. Annual Non-Employee Director Compensation

    Annual Non-Employee Director Compensation

  54. Annual Non-Employee Director Compensation

    | Director Retainers |

  55. Annual Non-Employee Director Compensation

    | ■ | $70,000 Annual Cash Retainer | | ■ | $175,000 Annual Equity Retainer |

  56. Annual Non-Employee Director Compensation

    | Lead Independent Director, Non-Executive Chair, and Committee Chair Additional Retainers |

  57. Annual Non-Employee Director Compensation

    Our current President and CEO, Mr. Yalof, who is also a director, is not paid any director fees for his services as director of the Company. Mr. Tanger serves as Non-Executive Chair of the Board and is compensated in accordance with the Company’s director compensation policy outlined above, with an additional cash retainer of $70,000 for his role as Non-Executive Chair. As noted above, Mr. Tanger’s service as Non-Executive Chair of the Board and as a member of the Board will expire on the date of the 2026 Annual Meeting, he will cease to receive annual cash and equity director fees at the 2026 Annual Meeting. and he will then assume the role of Chair Emeritus. In this role, he will be invited to attend Board meetings as a non-voting advisor and will receive a cash retainer of $30,000 for his advisory services through the date of the 2027 Annual Meeting. Following the date of the 2026 Annual Meeting, our Non-Executive Chair will be independent and we will cease to have a Lead Independent Director. In recognition of the Non-Executive Chair’s assumptions of the responsibilities of the Lead Independent Director and the Non-Executive Chair, the annual cash retainer for the Non-Executive Chair will be increased to $100,000. There are no other changes to our non-employee director compensation planned for 2026.

  58. Annual Non-Employee Director Compensation

    | 38 | Tanger Inc. | 2026 Proxy Statement |

  59. Annual Non-Employee Director Compensation

    Equity Compensation We may from time to time grant to any non-employee director options, restricted or deferred shares, long-term incentive plan ("LTIP") units of the Operating Partnership, or other awards upon approval of the entire Board. The Board selects the non-employee directors to whom equity-based awards under the Incentive Award Plan will be granted and establishes the terms and conditions of the awards based on recommendations and advice from the Compensation and Human Capital Committee. However, as set forth in the Incentive Award Plan, a non-employee director may not receive awards under the Incentive Award Plan with an aggregate value in excess of $500,000 during any fiscal year. Beginning in 2025, the Board modified the annual non-employee director compensation program to permit each non-employee director to elect to receive his or her annual equity award in either time-based restricted Common Shares or an equal number of time-based LTIP units of Tanger Properties Limited Partnership with identical vesting terms. LTIP Units are intended to qualify as “profits interests” for U.S. federal income tax purposes. Each LTIP unit, if and upon vesting, is convertible, upon the satisfaction of minimum allocations to the capital account of the LTIP unit for federal income tax purposes, into a non-voting Class C common unit of the Operating Partnership. Each such Class C common unit may be exchanged by the director for one common share of the Company. The Board approved awards of restricted Common Shares or LTIP units to each non-employee director with a grant date fair value of approximately $175,000 for 2025. The non-employee directors' restricted common shares and LTIP units issued during 2025 vested on February 15, 2026, the first anniversary of the date of grant (or, in the case of Mr. Henry, upon his retirement from the Board at the 2025 Annual Meeting). In addition, the Director Deferred Share Program of Tanger Inc. and Tanger Properties Limited Partnership (the “Director Deferred Share Program”) allows non-employee directors to elect to receive all or a portion of their cash and/or equity compensation in deferred shares. In the event a non-employee director elects to defer compensation, such compensation (along with any dividends earned with respect to such compensation) will be credited to a bookkeeping account and paid in Common Shares within 60 days following the payment date elected by such director. Such payment date will be one of the following dates: (1) the date of termination of directorship, (2) a specified annual anniversary of the date of termination of directorship, (3) a specified date that is after December 31 of the applicable service year, or (4) the earlier of the date of death or disability. Any deferred shares shall be subject to the same vesting conditions applicable to the restricted Common Shares that would have been granted absent a deferral election. In 2025, two non-employee directors participated in the Director Deferred Share Program, as described in the footnotes to the Director Compensation Table below. Minimum Equity Ownership Guidelines The Board expects all non-employee directors to own a meaningful equity interest in the Company to more closely align the interests of directors with those of shareholders. Our equity ownership guidelines require non-employee directors to hold Common Shares with a value equal to five times the base annual board retainer of $70,000 within five years of joining the Board. All non-employee directors who have been board members for at least 5 years met the share ownership guidelines as of December 31, 2025.

  60. Annual Non-Employee Director Compensation

    | Tanger Inc. | 2026 Proxy Statement | 39 |

  61. Annual Non-Employee Director Compensation

    Director Compensation Table The following table shows the total compensation for our non-employee directors for the fiscal year ended December 31, 2025:

  62. Annual Non-Employee Director Compensation

    | Name | Fees Earned or Paid in Cash | | Share Awards(1) | | All Other Compensation(2) | | Total | | Jeffrey B. Citrin(3) | | $70,000 | | $175,025 | | $6,237 | $251,262 | | David B. Henry (4) | | 25,000 | | 175,025 | | 3,277 | 203,302 | | Sandeep L. Mathrani | | 70,000 | | 175,025 | | 6,237 | 251,262 | | Thomas J. Reddin | | 95,000 | | 175,025 | | 6,237 | 276,262 | | Bridget M. Ryan-Berman | | 140,000 | | 175,025 | | 6,237 | 321,262 | | Susan E. Skerritt | | 95,000 | | 175,025 | | 6,237 | 276,262 | | Sonia Syngal | | 70,000 | | 175,025 | | 4,779 | 249,804 | | Steven B. Tanger | | 140,000 | | 175,025 | | 6,237 | 321,262 | | Luis A. Ubiñas | | 90,000 | | 175,025 | | 6,237 | 271,262 |

  63. Annual Non-Employee Director Compensation

    (1)The amounts in this column represent the grant date fair value of restricted Common Share awards or LTIP units granted during 2025. Each incumbent director serving in 2025 was granted 5,060 restricted Common Shares, Deferred Shares or LTIP units with a grant date fair value of $34.59 per share. A discussion of the assumptions used in calculating these values may be found in Note 16 to our 2025 audited consolidated financial statements on pages F-47 through F-51 of our 2025 Annual Report. As of December 31, 2025, the aggregate number of unvested restricted Common Shares or LTIP units held by each director other than Messrs Henry and Ubiñas consisted of 5,060 restricted Common Shares or LTIP Units granted during 2025. As of December 31, 2025, Mr. Ubiñas held 5,060 unvested Deferred Shares, plus an additional 139 shares earned from dividend reinvestment attributable to the original award. (2)Represents dividends paid on unvested restricted Common Shares, distributions paid on LTIP Units or the value of additional deferred shares credited under our Director Deferred Share Program in respect of dividends. (3)Mr. Citrin deferred all of his cash compensation in 2025 pursuant to our Director Deferred Share Program. As a result, Mr. Citrin received 2,140 deferred shares in lieu of his 2025 cash compensation plus an additional 29 deferred shares earned from dividend reinvestment attributable to those 2,140 deferred shares. (4)Mr. Henry retired from the Board at the 2025 Annual Meeting. His cash compensation was pro-rated for the period he served on the Board through the date of his retirement.

  64. Annual Non-Employee Director Compensation

    | 40 | Tanger Inc. | 2026 Proxy Statement |

  65. Annual Non-Employee Director Compensation

    | Executive Compensation |

  66. Annual Non-Employee Director Compensation

    Compensation Discussion and Analysis Introduction The Compensation and Human Capital Committee is responsible for the Company’s executive compensation philosophy and policies, as well as the annual executive compensation program that flows from them. This “Executive Compensation” section of the Proxy Statement contains a detailed explanation of the compensation arrangements for our NEOs for fiscal year 2025, which were determined by the Compensation and Human Capital Committee. For the fiscal year ended December 31, 2025, our NEOs and their titles were as follows:

  67. Annual Non-Employee Director Compensation

    | | STEPHEN YALOF President and Chief Executive Officer (“CEO”) | | | MICHAEL J. BILERMAN Executive Vice President - Chief Financial Officer and Chief Investment Officer (“CFO”) | | | LESLIE A. SWANSON Executive Vice President - Chief Operating Officer (“COO”) | | | JESSICA K. NORMAN Executive Vice President - Chief Administrative Officer, General Counsel, and Secretary (“CAO”) | | | JUSTIN C. STEIN Executive Vice President - Chief Revenue Officer (“CRO”) |

  68. Annual Non-Employee Director Compensation

    The Compensation Discussion and Analysis includes the following sections:

  69. Annual Non-Employee Director Compensation

    | 1 | Executive Summary | | Summarizes our efforts to engage shareholders with regard to “Say-on-Pay”, and features compensation highlights and the 2025 Business Recap. | | | | See page 42 |

  70. Annual Non-Employee Director Compensation

    | 2 | Compensation Review Process | | Outlines the role of the Compensation and Human Capital Committee, compensation consultant and CEO in developing appropriate compensation programs for our NEOs. | | | | See page 46 |

  71. Annual Non-Employee Director Compensation

    | 3 | 2025 Compensation | | Provides a more detailed description of our compensation program as applied to our NEOs. | | | | See page 50 |

  72. Annual Non-Employee Director Compensation

    | 4 | Governance Policies Relating to Compensation | | Details other governance policies and processes related to our executive compensation program. | | | | See page 59 |

  73. Annual Non-Employee Director Compensation

    For further description of our NEOs, see the section titled “Information About the Executive Officers of Tanger Inc.” in Part I of the Form 10-K included in the Company’s Annual Report.

  74. Annual Non-Employee Director Compensation

    | Tanger Inc. | 2026 Proxy Statement | 41 |

  75. Annual Non-Employee Director Compensation

    | 1 | Executive Summary |

  76. Annual Non-Employee Director Compensation

    The Compensation and Human Capital Committee strongly believes that our executive compensation program represents a thoughtful, balanced program with a pay-for-performance structure that focuses on Company performance and reflects the feedback of our shareholders. Our executive compensation program is designed to motivate, attract and retain highly-qualified executives with this unique and proven skill set and to align the CEO and other NEOs’ interests with those of our shareholders. In years that our shareholder value has increased, aggregate compensation for our CEO and other NEOs has generally increased. Conversely, in years that we have underperformed, aggregate compensation for our CEO and other NEOs has generally declined. We believe that such alignment is strongly evidenced by the 2025 compensation and the current outstanding equity awards held by our NEOs. Our goal is to build shareholder value through a comprehensive, disciplined plan for sustained, long-term growth. We focus our efforts on increasing net operating income at our existing centers, renovating and optimizing selected centers and pursuing disciplined external growth in our current markets and potential new markets through selective ground-up development or the acquisition of retail real estate. Future retail real estate assets may be wholly-owned by us, owned through joint ventures or partnership arrangements, or through management agreements. Shareholder Engagement and Listening to Our Shareholders We have historically taken into consideration the results of our advisory votes on the Company’s executive compensation program and NEO compensation decisions, and since 2014, we have proactively engaged in ongoing shareholder outreach in order to hear feedback about our executive compensation program directly from shareholders. We annually conduct outreach efforts to understand and address potential shareholder concerns. In addition to our shareholder engagement from our Board, management maintains active dialogue with the financial community and during 2025, we continued our efforts to engage with the investment community and other key stakeholders through frequent discussions, meetings and property tours. As part of these efforts, we were honored to be recognized by Nareit for the second year in a row with the 2025 Nareit Investor CARE (Communications and Reporting Excellence) Gold Award in the Small Cap Equity REIT category. This annual awards program recognizes Nareit's listed corporate members that interact most effectively with their investors online, in writing and orally, and that provide investors with the most comprehensive, clearly articulated and useful information in the most efficient manner. An independent panel of judges selected Tanger as the 2025 Gold recipient, the highest level awarded in the program, based on the company's online presence, SEC filings, and investor relations practices. Our shareholders approved the 2025 advisory executive compensation say-on-pay vote at a rate of 97.8% of votes cast. We believe that the overwhelming support of our shareholders, as shown in the adjacent graphic, indicates that our shareholders are highly supportive of our approach to executive compensation.

  77. Say-on-Pay Results

    TSR-Based Performance Award Status Our CEO and other NEOs participate in multi-year award programs that are based exclusively on 33% of the Company’s three-year absolute TSR and 67% of relative TSR to directly align our executives’ compensation to shareholder returns. For relative TSR, we measure our TSR against the TSR of companies in the FTSE NAREIT Retail Index, which allows for a meaningful comparison of our performance relative to the performance of other companies in our industry. The chart below depicts each current Performance Share Plan (“PSP”) on a program-by-program basis and the achievement or projected achievement based on the Company’s absolute and relative TSR performance as of December 31, 2025. The performance period for the 2022 PSP ended in February 2025. The absolute and relative portions of the 2022 award had a maximum payout.

  78. Say-on-Pay Results

    | PSP Performance Period and Metrics | Weight | 2023 | 2024 | 2025 | 2026 | 2027 | Payout % | | 2023 PSP | | 93% Completed | | | | | | | Absolute TSR | 33% | Tracking at Maximum and 100% Projected to be Earned | | | | | 33.00% | | Relative TSR vs. FTSE NAREIT Retail Index | 67% | Tracking at Maximum and 100% Projected to be Earned | | | | | 67.00% | | Total | | | | | | | 100.00% | | PSP Performance Period and Metrics | Weight | 2023 | 2024 | 2025 | 2026 | 2027 | Payout % | | 2024 PSP | | | 67% Completed | | | | | | Absolute TSR | 33% | | Tracking between Threshold and Target and 39% Projected to be Earned | | | | 12.75% | | Relative TSR vs. FTSE NAREIT Retail Index | 67% | | Tracking at Maximum and 100% Projected to be Earned | | | | 67.00% | | Total | | | | | | | 79.75% | | PSP Performance Period and Metrics | Weight | 2023 | 2024 | 2025 | 2026 | 2027 | Payout % | | 2025 PSP | | | | 33% Completed | | | | | Absolute TSR | 33% | | | Tracking below Threshold and 0% Projected to be Earned | | | —% | | Relative TSR vs. FTSE NAREIT Retail Index | 67% | | | Tracking between Target and Maximum and 63% Projected to be Earned | | | 42.50% | | Total | | | | | | | 42.50% |

  79. Say-on-Pay Results

    | ■ | Base Salary | ■ | Annual Cash Incentive Award | ■ | Long-Term Incentive Equity Awards |

  80. Say-on-Pay Results

    2025 Business Recap Our differentiated leasing, marketing, and operating platform is an engine for growth, fueling our strong performance in 2025 and positioning the company for continued momentum in the years ahead. Our 2025 financial results demonstrate our ability to: •Drive organic growth through record leasing activity, positive rent spreads, strong portfolio occupancy, and continued NOI expansion, •Enhance our portfolio as we evolve our centers into shopping, dining, and entertainment destinations that attract new retailers and resonate with our shoppers, •Deepen shopper engagement through targeted, successful marketing campaigns and technology as part of our strategy to grow sales and traffic, and •Invest for long-term value by acquiring and integrating additional retail centers, reinvesting in portfolio, activating peripheral land, strengthening our balance sheet, and maintaining flexibility to selectively pursue future growth opportunities. During 2025, we continued to demonstrate our ability to create value for our shareholders, through dividends totaling $1.1525 per share, which was a 6% increase over the total dividends paid in 2024, and share price appreciation that combined to result in a 110% 3-year total shareholder return (“TSR”) and a 313% 5-year TSR, which outpaced retail REITs, the REIT industry and the broad market as shown below. In 2025, we added two new centers to our portfolio, Pinecrest in Cleveland, OH and Legends Outlets in Kansas City, KS. These acquisitions are consistent with our long-term strategy of investing in dominant outlet and open-air retail centers in markets that benefit from outsized residential and tourism growth and that we believe can immediately benefit from the Tanger leasing, marketing and operations platforms.

  81. Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

    Compensation Program Rewards The Company’s compensation program rewards teamwork and individual executive officer contributions to the Company’s annual and longer-term goals. Annual cash performance-based incentives reward executive officers based on Company financial performance. While the individual amounts of incentive compensation paid may vary among executive officers, the performance targets that are set are generally the same for all executive officers. This creates an environment where all executive officers work together to achieve a common goal. See “2025 Compensation - Annual Cash Incentives: Description and Analysis” on page 51 for further discussion of performance targets used to set 2025 compensation. Additionally, equity-based awards are designed to provide long-term incentives that reward price appreciation of our Common Shares over a multi-year period. We also believe that the Company’s executive compensation program does not encourage excessive risk taking. The Compensation and Human Capital Committee has incorporated the following risk-oversight and compensation-design features to guard against excessive risk taking: •Review and approval of corporate objectives by the Compensation and Human Capital Committee to ensure that these goals are aligned with the Company’s annual operating and strategic plans, achieve the desired risk/reward balance, and do not encourage excessive risk taking; •Base salaries consistent with each executive’s responsibilities so that the executive is not motivated to take excessive risks to achieve a reasonable level of financial security; •A significant portion of each executive’s compensation is tied to the future share performance of the Company; •Equity compensation and vesting periods for equity awards that encourage executives to focus on sustained share price appreciation; •Robust share ownership guidelines, clawback policy, anti-hedging policy and anti-pledging policy; and •A mix of cash and equity compensation that is designed to encourage strategies and actions that are in the long-term best interests of the Company.

  82. Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

    The Compensation and Human Capital Committee will continue to assess the composition of the peer group to determine the appropriateness of each peer company. The following table provides the names and certain key information for each peer company as of December 31, 2025.

  83. Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

    (1)Retail Opportunity Investments Corp. was included as a peer for purposes of setting 2025 compensation; however, following its acquisition in February 2025, it was removed from the peer group. The Compensation and Human Capital Committee added Brixmor Property Group Inc. and Kimco Realty Corporation, both public retail-focused REITs, to the peer group in 2024. (2)Consists of full-time-equivalent employees working for the company and its subsidiaries. Assumes two part-time employees equal one full-time employee, but excludes temporary employees.

  84. Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

    Base Salary: Description and Analysis Although the Compensation and Human Capital Committee does not benchmark salaries to any specific percentile of base salaries paid to comparable officers in the peer group, the NEOs are paid base salaries within the range of those paid to comparable officers in the peer group and sufficient to attract high-quality executive talent and maintain a stable management team. Base salaries received for 2025 and 2024 were as follows:

  85. Tanger Inc. 1-Year, 3-Year and 5-Year Total Shareholder Return - 2025

    Annual Cash Incentives: Description and Analysis Incentive Cash Bonus Plan for Executive Officers During 2025, each of our named executive officers was eligible to receive an annual incentive cash bonus payment based upon achieving certain performance criteria during the year (the “Incentive Cash Bonus Plan”). For 2025, the Incentive Cash Bonus Plan was designed to reward the achievement of both financial and strategic performance criteria as approved and set by the Compensation and Human Capital Committee. Each year, we define annual incentive cash bonus threshold, target, and maximum payout opportunities for our NEOs. Incentive bonus achievement levels for Mr. Yalof are set forth in his employment agreement, as further described in the “Employment and Severance Arrangements” section below. Messrs. Bilerman and Stein and Mses. Swanson and Norman have incentive bonus achievement levels set forth in their respective offer letters. For 2025, these opportunities were defined as a percentage of base salary, as shown in the table below. For dollar amounts potentially payable under these annual incentive cash bonus opportunities, see the "2025 Grants of Plan-Based Awards" table on page 63. The 2025 threshold, target, and maximum opportunities for our NEOs as a percentage of base salary were unchanged from 2024. The threshold, target and maximum amounts for our NEOs in 2025 were as follows (as a percentage of base salary):

  86. NEOs

    The performance levels above were approved in the first quarter of 2025 based on the original 2025 budget/operating plan. If minimum performance criteria targets are not met, no bonuses are generally paid. If maximum targets are met or exceeded, bonuses may be significant but are capped as set forth in “Maximum” column of the table above. If results are between Threshold and Target or Target and Maximum levels, the bonuses are paid out based on linear interpolation between these points. At the time the specific strategic objectives were set, as in years past, the Compensation and Human Capital Committee believed the performance levels would be challenging and difficult, but achievable with significant effort and skill. In 2025 the Company fell between the target and maximum financial performance level for its Core FFO, Same Center NOI, and Operating Margin goal. The Compensation and Human Capital Committee determined that the strategic performance element was achieved at 91% of maximum due to management’s accomplishments including a) successfully formulating and presenting a detailed multi-year refinancing plan to the Board comprising various capital market options which maintained the Company’s conservative leverage profile and liquidity; b) executing a number of financing transactions during 2025 and early 2026, which provided significant liquidity, reduced risk and created significant value for shareholders; c) completion of a Greenhouse Gas (GHG) baseline aligned with the GHG Protocol standards, incorporating updated data and methodologies; d) completion of an updated Materiality Assessment aligned with double materiality principles to identify and prioritize key factors that impact both the business and external stakeholders; e) providing a roadmap for focusing investments and initiatives on areas that drive the most value, enhance transparency, and meet investor expectations; f) developing workforce capabilities through professional development and skill-building programs, including launching a learning platform and achieving at least a 75% participation rate in training programs among employees in 2025; and g) successfully implementing core strategies across leasing, operations, marketing and loyalty to drive managed portfolio traffic and total sales in 2025. See “Actual 2025 Annual Cash Incentive Awards” below, for the amount of annual incentive cash bonuses received by each NEO pursuant to the above results. Further, for a reconciliation of Core FFO, Same Center NOI, and Operating Margin to their most directly comparable GAAP financial measures, please see Appendix A to this Proxy Statement.

  87. NEOs

    Actual 2025 Annual Cash Incentive Awards All annual incentive cash bonuses to NEOs for 2025 were paid in accordance with the terms described above. The actual cash incentives paid for 2025 were:

  88. NEOs

    The annual incentive cash bonus for a fiscal year is typically paid before March 15th of the following year, once the results for the prior year have been finalized. Generally, executives must be employed as of the last day of the applicable fiscal year to receive payment under the Incentive Cash Bonus Plan for that year. The amounts of the annual cash incentive bonuses earned by each NEO with respect to 2025 are also set forth below in the Summary Compensation Table in the column “Non-Equity Incentive Plan Compensation.” Long-Term Incentives: Description and Analysis The Company’s long-term incentive compensation consists of equity-based awards under its Incentive Award Plan, either in the form of time-based restricted Common Shares, restricted share units, share options, LTIP units or performance-based awards. Long-term incentives are determined by the Compensation and Human Capital Committee based, in part, on peer group compensation practices combined with recommendations of management and the Company’s compensation consultant. The Compensation and Human Capital Committee generally administers our Incentive Award Plan, which provides for the issuance of equity-based awards to our officers and employees. The Compensation and Human Capital Committee authorizes the awards to employees and establishes the terms and conditions of the awards under the Incentive Award Plan, as it deems appropriate. The chart below illustrates the allocation between performance-based and time-based awards for awards granted in 2025 to our NEOs. The Compensation and Human Capital Committee made no changes to the allocation of equity award types in 2025 as compared to 2024.

  89. NEOs

    | Allocation of Equity Awards for 2025 |

  90. NEOs

    Summary of Long-Term Incentive Plans The table below compares the annual equity compensation awards granted to our NEOs in 2025 and 2024. This illustrates the operation of our annual equity award program in the ordinary course. The annual long-term incentives for our NEOs were increased for 2025 as part of the Company’s long-term leadership strategy.

  91. NEOs

    | Named Executive Officer | Annual Long-Term Incentives(1) | | | PSP Grant Date Fair Value(2) | | | Total Equity Compensation | | | | | 2025 | 2024 | % Change | 2025 | 2024 | % Change | 2025 | 2024 | % Change | | Stephen Yalof, President and CEO | $1,660,018 | $1,500,001 | 10.7% | $2,490,018 | $2,250,007 | 10.7% | $4,150,036 | $3,750,008 | 10.7% | | Michael J. Bilerman, CFO | 700,034 | 640,015 | 9.4% | 1,050,001 | 960,005 | 9.4% | 1,750,035 | 1,600,020 | 9.4% | | Leslie A. Swanson, COO | 480,009 | 440,022 | 9.1% | 720,009 | 660,011 | 9.1% | 1,200,018 | 1,100,033 | 9.1% | | Jessica K. Norman, CAO | 320,030 | 280,012 | 14.3% | 480,006 | 420,010 | 14.3% | 800,036 | 700,022 | 14.3% | | Justin C. Stein, CRO | 320,030 | 280,012 | 14.3% | 480,006 | 420,010 | 14.3% | 800,036 | 700,022 | 14.3% |

  92. NEOs

    (1)Represents the grant date fair value of restricted Common Share awards granted to each NEO in 2025 and 2024. The per share grant date fair value for restricted Common Share awards granted in 2025 and 2024 was the closing price of the Company’s Common Shares on the day prior to the grant date, which was $35.30 and $26.78, respectively. (2)Represents the grant date fair values of performance-based LTIP units and notional units granted to each NEO under the 2025 and 2024 PSPs. The per share grant date fair value for each performance-based LTIP unit or notional unit granted in 2025 and 2024 was $22.22 and $16.36, respectively. These grant date fair values were based on Monte Carlo valuations computed in accordance with FASB ASC 718. Restricted Common Share Awards Awarding restricted Common Shares helps to further align the interests of management with those of our shareholders. In setting the amounts and terms of the restricted Common Shares, the Compensation and Human Capital Committee considers the value of previous grants of restricted Common Shares and the total compensation expense recognized in the Company’s financial statements with respect to all previous grants of restricted Common Shares. However, the Compensation and Human Capital Committee does not necessarily limit the number of restricted Common Shares to be granted based on the total value or annual expense recognized in the financial statements because the Compensation and Human Capital Committee generally considers grants of restricted Common Shares to represent both an annual reward for individual and Company performance achieved as well as a longer-term incentive for future performance. Restricted Common Shares are generally granted during the first quarter of the current year once the results from the previous year are finalized. The restricted Common Share awards granted on February 27, 2025 vest in equal annual installments on February 15 of the three following years. Such vesting, however, is subject to acceleration in certain termination scenarios, as described further in “Equity Compensation Plan Information - Potential Payments on Termination or Change of Control” on page 68. Long-Term Incentive Plan Units (“LTIP units”) With respect to our employee compensation planned for 2026, in February 2026, the Board, upon the recommendation of the Compensation and Human Capital Committee, modified the employee compensation program to permit each NEO to elect to receive his or her 2026 time-based equity award in either time-based restricted Common Shares or an equal number of time-based LTIP units of Tanger Properties Limited Partnership with identical vesting terms. Each LTIP unit, if and upon vesting, is convertible, upon the satisfaction of minimum allocations to the capital account of the LTIP unit for federal income tax purposes, into a non-voting Class C common unit of Tanger Properties Limited Partnership. Each such Class C common unit may be exchanged by the holder for one Common Share. LTIP units are intended to qualify as profits interests for US federal income tax purposes.

  93. NEOs

    The Compensation and Human Capital Committee believes that restricted Common Share or LTIP unit grants with time-based vesting features provide the desired incentive to increase the Company’s share price and drive value for our shareholders over the vesting period. The Company’s financial performance, whether superior or poor, will impact the value of the restricted Common Shares or LTIP units, resulting in an increase or reduction, respectively, in the executive officer’s total compensation. The Company measures the grant date fair value under FASB ASC 718 of all restricted Common Shares and LTIP units with time-based vesting features as the closing price of our Common Shares on the last trading day prior to the grant date. 2025 Performance Share Plan (PSP) During February 2025, the Compensation and Human Capital Committee approved the terms of the 2025 PSP. The design of the 2025 PSP remains substantially the same as the 2024 PSP, except that grantees were permitted to elect to receive, in lieu of the notional units typically granted under the PSP, LTIP units of Tanger Properties Limited Partnership. Each LTIP unit, if it becomes earned and vested, is convertible (upon satisfaction of minimum allocations to the capital account of the LTIP unit for federal income tax purposes) into a non-voting Class C common unit of Tanger Properties Limited Partnership. Each such Class C common unit may then be exchanged by the holder for one Common Share. The LTIP units will be earned (or forfeited) based on the same performance criteria as are applicable to notional units under the PSP, and will become vested (or forfeited) based on the same time-based criteria as the restricted Common Shares issued in respect of earned notional units. These LTIP units are intended to qualify as profits interests for US federal income tax purposes and are therefore intended to provide beneficial tax treatment to the grantees. Otherwise, assuming satisfaction of the requisite minimum allocations, the LTIP units will have the same pre-tax economics as notional units granted under the PSP and are intended to have the same incentive effects. For 2025, our PSP again measures performance based on relative TSR (weighted 67%) and absolute TSR (weighted 33%). For relative TSR, we measure our TSR against the TSR of companies in the FTSE NAREIT Retail Index, which includes several of our competitors and allows for a meaningful comparison of our performance relative to other similar companies. We have used this index since 2018 to measure our performance. A common practice in long-term incentive plan design that has developed is to use absolute TSR performance as a modifier to an award rather than as a standalone performance metric. Although there are different approaches used, the most common methodology for a modifier is to either cap an award payout at target or reduce the award payout by 25% if absolute TSR is negative. The Compensation and Human Capital Committee believes that our program is significantly more rigorous in that the Company must not just have a positive shareholder return to merit a payout on the absolute TSR portion, but rather, must deliver a cumulative TSR of at least 26% over the performance period. In other words, if our absolute TSR is less than 26%, no amount will be earned in respect of the absolute TSR portion of the 2025 PSP and the maximum payout that may then be earned is the 67% of the 2025 PSP attributable to relative TSR performance.

  94. NEOs

    | ■ | Absolute TSR | | ■ | Relative TSR VS. FTSE NAREIT Retail Index |

  95. NEOs

    | % OF AWARD EARNED | 67% RELATIVE TSR VS. FTSE NAREIT RETAIL INDEX | 33% ABSOLUTE TSR | | | Performance Targets | Performance Targets | | 20% | Minimum: 30th Percentile | Minimum: 26.0% TSR | | 60% | Target: 55th Percentile | Target: 33.1% TSR | | 100% | Maximum: 80th Percentile | Maximum: 40.5% TSR |

  96. NEOs

    Any restricted Common Shares or LTIP units earned under the 2025 PSP of as the end of the three-year performance period (which concludes on December 31, 2027) will be subject to a time-based vesting schedule, pursuant to which 50% of the earned restricted Common Shares or LTIP units would vest on February 15, 2028 and the remaining 50% would vest upon the completion of one additional year of service, on February 15, 2029, contingent upon continued employment with the Company through each applicable vesting date. Such vesting, however, is subject to acceleration in certain termination scenarios, as described further in “Equity Compensation Plan Information - Potential Payments on Termination or Change of Control.” The PSP notional units , prior to the date they are earned and converted into restricted Common Shares, will not entitle award recipients to receive any dividends or other distributions. If the PSP notional units are earned, and thereby converted into restricted Common Shares, award recipients will then be entitled to receive a payment equal to the amount of all dividends and other distributions that would have been paid had the number of earned restricted Common Shares been issued at the beginning of the performance period. Thereafter, dividends and other distributions will be paid currently with respect to all restricted Common Shares then outstanding, whether vested or unvested. During the performance period, performance-based LTIP units will receive current payment of distributions equal to 10% of the operating distributions paid on Class C common units, with the remaining 90% accrued and paid if and when such LTIP units are earned based on performance. Once earned, performance-based LTIP units will receive current payment of distributions equal to 100% of the operating distributions paid in respect of Class C common units.

  97. NEOs

    Retirement Benefits The Company generally does not provide any retirement benefits to its executive officers, other than matching a portion of employee contributions to our 401(k) plan. Employee contributions are matched by us at a rate to be determined annually at our discretion. This benefit is generally available to all employees of the Company. Perquisites The Company does not provide significant perquisites or personal benefits to executive officers. Employment Contracts and Change of Control Arrangements The Company’s business is competitive, and the Compensation and Human Capital Committee believes that it is appropriate for the Company to provide severance protection for its senior executives in the event of certain terminations. In 2021, we adopted the Tanger Inc. Executive Severance Plan (the “Executive Severance Plan”) and terminated employment contracts for all executives other than the CEO. Each of the named executive officers, other than the CEO, has been a participant in our Executive Severance Plan since its adoption in 2021 (or starting from the time of such named executive officer’s hire, if later). The Company maintains an employment contract with the CEO that provides for certain severance protections. The Executive Severance Plan and CEO employment contract generally provide for severance pay if the executive terminates his or her employment for Good Reason or is terminated by the Company without Cause, as those terms are defined in the Executive Severance Plan or the CEO’s employment agreement or, as applicable. These severance arrangements are designed to promote stability and continuity of senior management. Our Compensation and Human Capital Committee also believes it is appropriate to provide severance protection and accelerated vesting of certain equity grants in the event of an executive’s termination in connection with a change of control of the Company. Very often, senior executives lose their jobs in connection with a change of control. By agreeing upfront to provide severance benefits and accelerated vesting of certain equity grants in the event of an executive’s termination in connection with a change of control, our Compensation and Human Capital Committee believes we can reinforce and encourage the continued attention and dedication of senior executives to their assigned duties without distraction in the face of an actual or threatened change of control and ensure that management is motivated to negotiate the best acquisition consideration for our shareholders. See “Executive Severance Plan” on page 68 for a description of the Executive Severance Plan. See “Employment and Severance Arrangements” on page 66 for a description of the employment agreement with our CEO.

  98. NEOs

    Anti-Pledging Policy Our named executive officers and directors do not have any shares pledged as collateral. The Company has established an anti-pledging policy applicable to our executive officers, directors and employees. The Board believes that pledging securities of the Company as collateral for margin loans or other transactions raises potential risks to shareholder value, particularly if the pledge is significant. Under this policy, officers, directors and employees of the Company may not margin, or agree or offer to margin, the Company’s securities as collateral for a loan obligation. Similarly, officers, directors and employees of the Company may not pledge, or agree or offer to pledge, the Company’s securities (or a right to receive the Company’s securities) as collateral for a loan or other obligation. These prohibitions do not apply to any broker-assisted cashless exercise of equity awards. Insider Trading Compliance Policy We have adopted Policies and Procedures for Trading in Securities of Tanger Inc. (the "Insider Trading Policy") that governs transactions in our securities by our directors, officers and associates, and other individuals who gain access to insider information about our Company, including agents and consultants, as well as by the Company itself. The Insider Trading Policy has been reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and the NYSE listing standards. The foregoing summary of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Insider Trading Policy, which was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Timing of Equity Awards Our Compensation and Human Capital Committee generally approves annual equity-based awards to our employees, and our Board generally approves annual equity-based awards to our directors, during the first quarter of the year. The date on which these awards are made has varied from year to year, primarily based on the schedules of Board members and the availability of data requested by the Committee. Off-cycle awards are not often made, but should they occur, their timing would be dictated by the event precipitating the award (e.g., new hire, promotion, etc.) and by the schedules of the Compensation and Human Capital Committee members approving the award. Should material non-public information exist at the time that equity-based awards are approved, the Board or the Compensation and Human Capital Committee would consider the anticipated effect of the material non-public information on our stock price and would take such effect into account when sizing the awards. We do not time the release of material information to affect the value of executive compensation.

  99. SONIA SYNGAL

    | 2025 Summary Compensation Table |

  100. SONIA SYNGAL

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Share Awards ($)(1) | Option Awards ($) | Non-equity Incentive Plan Compensation ($) | | All Other Compensation ($)(2) | Total ($) | | Stephen Yalof President and Chief Executive Officer | 2025 | 900,000 | — | 4,150,036 | — | | 1,809,375 | 254,104 | 7,113,515 | | | 2024 | 900,000 | — | 3,750,008 | — | | 1,968,750 | 253,237 | 6,871,995 | | | 2023 | 850,000 | — | 3,500,027 | — | | 1,477,318 | 272,857 | 6,100,202 | | Michael J. Bilerman Executive Vice President, Chief Financial Officer and Chief Investment Officer | 2025 | 540,000 | — | 1,750,035 | — | | 674,775 | 146,270 | 3,111,080 | | | 2024 | 525,000 | — | 1,600,020 | — | | 705,469 | 189,900 | 3,020,389 | | | 2023 | 500,000 | — | 1,500,025 | — | | 695,208 | 150,865 | 2,846,098 | | Leslie A. Swanson Executive Vice President, Chief Operating Officer | 2025 | 465,000 | — | 1,200,018 | — | | 581,056 | 84,739 | 2,330,813 | | | 2024 | 450,000 | — | 1,100,034 | — | | 604,688 | 77,045 | 2,231,767 | | | 2023 | 400,000 | — | 1,000,019 | — | | 556,167 | 48,324 | 2,004,510 | | Jessica K. Norman Executive Vice President, Chief Administrative Officer, General Counsel, and Secretary | 2025 | 400,000 | — | 800,036 | — | | 499,833 | 46,908 | 1,746,777 | | | 2024 | 385,000 | — | 700,022 | — | | 517,344 | 44,774 | 1,647,140 | | Justin C. Stein Executive Vice President, Chief Revenue Officer | 2025 | 400,000 | — | 800,036 | — | | 499,833 | 46,403 | 1,746,272 | | | 2024 | 370,000 | — | 700,022 | — | | 497,188 | 40,699 | 1,607,909 |

  101. SONIA SYNGAL

    | 2025 Grants of Plan-Based Awards |

  102. SONIA SYNGAL

    | Outstanding Equity Awards at Year End 2025 |

  103. SONIA SYNGAL

    | Option Exercises and Common Shares Vested in 2025 |

  104. THOMAS J. REDDIN

    | 2025 CEO Pay Ratio |

  105. THOMAS J. REDDIN

    | Pay Versus Performance |

  106. THOMAS J. REDDIN

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for non-PEO NEOs(3) | Average Compensation Actually Paid to non-PEO NEOs(2) | SKT Total Shareholder Return(4) | Peer Group Total Shareholder Return(5) | Net Income (Loss) (in 000s)(6) | Core FFO per Diluted Share(7) | | 2025 | $7,113,515 | $6,063,889 | $2,233,736 | $2,037,540 | $413.25 | $178.04 | $119,501 | $2.33 | | 2024 | 6,871,995 | 11,234,883 | 2,126,801 | 3,587,672 | 407.58 | 168.71 | 102,760 | 2.13 | | 2023 | 6,100,202 | 20,609,396 | 2,153,239 | 5,907,873 | 319.16 | 149.27 | 103,882 | 1.96 | | 2022 | 5,484,246 | 5,893,354 | 2,557,889 | 2,047,980 | 196.94 | 135.11 | 85,831 | 1.83 | | 2021 | 5,082,937 | 16,097,774 | 2,642,369 | 5,095,710 | 201.59 | 156.73 | 9,558 | 1.76 |

  107. THOMAS J. REDDIN

    | Compensation Actually Paid and Core FFO per Diluted Share |

  108. THOMAS J. REDDIN

    | Compensation Actually Paid and Net Income (Loss) |

  109. THOMAS J. REDDIN

    | Compensation Actually Paid and TSR |