TANGER INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Message from OurLead Director

“In 2023, Tanger once again significantly led the REIT industry in delivering total shareholder returns to investors – an outcome fueled by the shared commitment of the Board of Directors and the entire Tanger team to fulfill our mission of delivering the best value, experience, and opportunity for our communities, stakeholders and partners.”

Dear Fellow Shareholders:

I am pleased to invite you to attend our 2024 Annual Meeting of Shareholders, which will be held virtually beginning at 10:00 am Eastern time on Friday, May 17, 2024.

As Lead Independent Director, it is my great privilege to work with Tanger’s talented and dedicated group of executives and directors. I am enormously proud of the results they have achieved on behalf of our shareholders.

Since Stephen Yalof assumed the role of Chief Executive Officer of Tanger in 2021, there has been tremendous and sustained growth, as evidenced by our leading 3-year and 1-year performance among REIT industry stocks. During that time, we have fully refreshed the balance of Tanger’s executive team with exceptional industry talent. Under their leadership, there has been a revitalization of our shopping centers and employee base, positioning the organization for ongoing value creation. This will further align the company to fulfill its vision of leveraging customer insights and experiences to inform the future of shopping. The Board is also pleased to have renewed Mr. Yalof’s employment agreement in 2023 for a three-year term.

On behalf of the Board of Directors, we thank you for your continued investment and confidence in Tanger and ask for your support on the matters described in this Proxy Statement, so that we can continue to produce positive results and increase long-term shareholder value.

Please review the Proxy Statement and our 2023 Annual Report carefully. They contain important information about the company’s results, details about the matters to be considered during the Annual Meeting, and instructions on how to vote your shares. Your vote is important to us, and we encourage you to vote as soon as possible.

BRIDGET M. RYAN-BERMAN

LEAD INDEPENDENT DIRECTOR

Notice of Annual Meetingof Shareholders

YOUR VOTE IS IMPORTANT TO US. Whether or not you plan to attend the 2024 annual meeting of the shareholders (the “Annual Meeting”) of Tanger Inc. (“Tanger”, the “Company”, “we” or “us”), we urge you to vote your shares as soon as possible. This will not prevent you from voting your shares during the Annual Meeting if you subsequently choose to attend the Annual Meeting online and wish to change your vote.

Voting Items

We will also transact such other business as may properly come before the Annual Meeting or any postponement(s), continuation(s) or adjournment(s) thereof.

Only common shareholders of record at the close of business on March 22, 2024 will be entitled to vote at the Annual Meeting or any postponement(s), continuation(s) or adjournment(s) thereof. Information concerning the matters to be considered and voted upon at the Annual Meeting is set out in the attached Proxy Statement.

Sincerely,

STEPHEN J. YALOF

President &

Chief Executive Officer

April 4, 2024

Notice of Annual Meeting of Shareholders

If your shares are held by a broker, bank or other nominee, please follow the instructions you receive from your broker, bank or other nominee to have your shares voted.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL SHAREHOLDER MEETING TO BE HELD ON FRIDAY, MAY 17, 2024. This Proxy Statement and our Annual Report for the year ended December 31, 2023 (the “Annual Report”) to Shareholders are available at www.envisionreports.com/SKT.

Forward-Looking Statements

Certain statements in the Proxy Summary and the Proxy Statement contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and included this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies, beliefs and expectations, are generally identifiable by use of the words “anticipate,” “believe,” “can,” “continue,” “could,” “designed,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” or similar expressions. Such forward-looking statements include, but are not limited to, risks related to pandemics, supply chain and labor issues and rising interest rates on our business, financial results and financial condition; our ability to raise additional capital, including via future issuances of equity and debt, and the use of proceeds from such issuances; our results of operations and financial condition; capital expenditure and working capital needs and the funding thereof; the repurchase of the Company's common shares, including the potential use of a 10b5-1 plan to facilitate repurchases; future dividend payments; interest rates, the possibility of future asset impairments, development initiatives and strategic partnerships, the anticipated impact of the Company’s newly acquired assets in Huntsville and Asheville, as well as its newly opened Nashville development, compliance with debt covenants; renewal and re-lease of leased space; the outlook for the retail environment, potential bankruptcies, and other store closings; consumer shopping trends and preferences; the outcome of legal proceedings arising in the normal course of business; and real estate joint ventures. You should exercise caution in relying on forward-looking statements since they involve known and unknown risks, uncertainties and other important factors which are, in some cases, beyond our control and which could materially affect our actual results, performance or achievements. Please refer to the documents filed by us with the SEC, including specifically the “Risk Factors” sections of our Annual Report on Form 10-K for the year ended December 31, 2023, and our other filings with the SEC, which identify additional factors that could cause actual results to differ from those contained in forward-looking statements. Except as required by applicable law, we assume no, and expressly disclaim any, obligation to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.