Stephen Yalof - Feb 27, 2025 Form 4 Insider Report for TANGER INC. (SKT)

Signature
/s/ Eric Richardson, attorney-in-fact for Mr. Yalof
Stock symbol
SKT
Transactions as of
Feb 27, 2025
Transactions value $
-$1,244,360
Form type
4
Date filed
2/27/2025, 08:59 PM
Previous filing
Feb 20, 2025
Next filing
Mar 18, 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SKT Common Stock Options Exercise $0 +154K +22.85% $0.00 829K Feb 27, 2025 Direct F1
transaction SKT Common Stock Tax liability -$1.24M -35.3K -4.25% $35.30 793K Feb 27, 2025 Direct F2
transaction SKT Common Stock Award $0 +47K +5.93% $0.00 840K Feb 27, 2025 Direct F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SKT Notional Units Options Exercise $0 -154K -100% $0.00 0 Feb 27, 2025 Common Stock 154K Direct F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents restricted common shares received from the conversion of notional units. Based on the share price targets achieved, each notional unit was converted into one restricted common share. 50% of the shares vested on February 27, 2025 and the remaining 50% will vest on February 15, 2026, contingent upon continued employment with the Tanger Inc. (the "Company") through the vesting dates.
F2 This forfeiture was undertaken solely to satisfy a tax withholding liability related to the vesting of shares held by the reporting person. On February 27, 2025, 77,055 restricted shares vested, with 35,251 shares withheld to cover tax withholding liability.
F3 Represents a grant of restricted common shares under Tanger Inc.'s Amended and Restated Incentive Award Plan. The restricted common shares vest and the restrictions cease to apply on one-third of the award on February 15th of each of the first three calendar years following the grant (subject to accelerated vesting in certain cases, such as death and certain involuntary terminations).
F4 100% of the absolute and relative portions were actually earned.
F5 Represents notional units, each of which converted into an equivalent number of restricted common shares based on the Company's share price appreciation inclusive of all dividends (TSR), and its TSR relative to its peer group, over the three-year measurement period from February 23, 2022 through February 22, 2025.
F6 With respect to 33.30% of the performance shares, 20% of this portion of the award will be earned if the Company's aggregate TSR equals 26.0% over the 3-year measurement period, 60% of this portion of the award will be earned if the Company's aggregate TSR equals 33.1%, and 100% of this portion of the award will be earned if the Company's aggregate TSR equals or exceeds 40.5%. With respect to the other 66.70% of the performance shares, 20% of this portion of the award will be earned if the Company's TSR is in the 30th percentile of its peer group over the 3-year measurement period, 60% of this portion of the award will be earned if the Company's TSR is in the 55th percentile of its peer group during this period, and 100% of this portion of the award will be earned if the Company's TSR is in the 80th percentile of its peer group or greater during this period. The performance shares will convert on a pro-rata basis by linear interpolation between share price appreciation thresholds.