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TANGER INC.

For the period ended May 9, 2025. Filed Mar 28, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 9, 2025 · Filed Mar 28, 2025

SKT$38.70+0.8%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

☑Filed by the Registrant☐Filed by a party other than the Registrant
CHECK THE APPROPRIATE BOX:
☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

(Name of Registrant as Specified In Its Charter)

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

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑No fee required
☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Message from Our Lead Director

Dear Fellow Shareholders:

As Lead Independent Director, I am pleased to invite you to attend our 2025 Annual Meeting of Shareholders, which will be held virtually beginning at 10:00 am Eastern time on Friday, May 9, 2025.

Tanger is committed to operating with integrity and serving the best interests of its shareholders. It is my honor to work with this innovative and highly qualified group of executives and directors who dedicate their time and talent to the Company’s governance. In 2024, as part of our ongoing Board refreshment initiatives, we were delighted to welcome former GAP CEO Sonia Syngal as an independent director, bringing her 30 years of retail industry leadership to the wealth of institutional experience, backgrounds, and perspectives represented among the directors on Tanger’s board. We also wish to extend our deep gratitude to David Henry, who will be retiring at the Annual Meeting, for his nine years of service and leadership as an independent director on our Board.

Under the Board’s oversight, Tanger has continued to deliver value to stakeholders over the past year by executing its business strategy, which includes enhancing platform capabilities, elevating the shopping experience at its centers, and broadening its consumer base.

On behalf of the Board of Directors, I would like to 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 2024 Annual Report carefully. They contain important information regarding 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

Tanger Inc. | 2025 Proxy Statement1

Notice of Annual Meetingof Shareholders

DATE AND TIMEMay 9, 2025 (Friday) 10:00 AM(Eastern Time)

LOCATIONThe Annual Meeting will be heldonline at www.meetnow.global/MMA6LPR

WHO CAN VOTEShareholders as of March 13, 2025are entitled to vote

How to Vote

ONLINEwww.envisionreports.com/SKT

BY PHONE1-800-652-VOTE (8683)

BY MAILFill out your proxy card anddrop in the mail in the enclosedpostage paid envelope

QR CODEUse your smartphone or tabletto scan the QR Code

YOUR VOTE IS IMPORTANT TO US. Whether or not you plan to attend the 2025 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

1To elect the nine director nominees named in the attached Proxy Statement for a term of office expiring at the 2026 Annual Meeting of Shareholders
2To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025
3To approve, on an advisory (non-binding) basis, named executive officer compensation

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 13, 2025 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 YALOF

PRESIDENT & CHIEF EXECUTIVE OFFICER

March 28, 2025

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 ONFRIDAY, MAY 9, 2025. This Proxy Statement and our Annual Report for the year ended December 31, 2024 (the “Annual Report”) to Shareholders are available at www.envisionreports.com/SKT.

2Tanger Inc. | 2025 Proxy Statement

Notice of Annual Meeting of Shareholders

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 include this statement for purposes of complying with these safe harbor provisions. Forward-looking statements 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,” and similar expressions that do not report historical matters, and describe or reflect our plans, strategies, beliefs and expectations, including as to future financial results, access to, and costs of, capital, liquidity, cash flows, dividend payments and long-term growth.

Forward-looking statements are not guarantees of future performance and involve estimates, projections, forecasts and assumptions, including as to matters that are subject to change or not within our control, and are subject to risks and uncertainties that could materially affect our actual results, performance or achievements. Such risks and uncertainties, include or relate to, without limitation: our inability to develop new retail centers or expand existing retail centers successfully; risks related to the economic performance and market value of our retail centers; the relative illiquidity of real property investments; impairment charges affecting our properties; failure of our acquisitions or dispositions of assets to achieve anticipated results; competition for the acquisition and development of retail centers, and our inability to complete the acquisitions of retail centers we may identify; competition for tenants with competing retail centers; the diversification of our tenant mix and our entry into the operation of full price retail may not achieve our expected results; environmental regulations affecting our business; risks associated with possible terrorist activity or other acts or threats of violence and threats to public safety; risks related to the impact of macroeconomic conditions, including rising interest rates and inflation, on our tenants and on our business, financial condition, liquidity, results of operations and compliance with debt covenants; our dependence on rental income from real property; the fact that certain of our leases include co-tenancy and/or sales-based provisions that may allow a tenant to pay reduced rent and/or terminate a lease prior to its natural expiration; our dependence on the results of operations of our retailers and their bankruptcy, early termination or closing could adversely affect us; the impact of geopolitical conflicts; the immediate and long-term impact of the outbreak of a highly infectious or contagious disease on our tenants and on our business (including the impact of actions taken to contain the outbreak or mitigate its impact); the fact that certain of our properties are subject to ownership interests held by third parties, whose interests may conflict with ours; risks related to climate change; increased costs and reputational harm associated with the increased focus on environmental, sustainability and social initiatives; risks related to uninsured losses; the risk that consumer, travel, shopping and spending habits may change; risks associated with our Canadian investments; risks associated with attracting and retaining key personnel; risks associated with debt financing; risks associated with our guarantees of debt for, or other support we may provide to, joint venture properties; the effectiveness of our interest rate hedging arrangements; our potential failure to qualify as a Real Estate Investment Trust (“REIT”); our legal obligation to pay dividends to our shareholders; legislative or regulatory actions that could adversely affect our shareholders, our dependence on distributions from Tanger Properties Limited Partnership to meet our financial obligations, including dividends; risks of costs and disruptions from cyber-attacks or acts of cyber-terrorism on our information systems or on third party systems that we use; unanticipated threats to our business from changes in information and other technologies, including artificial intelligence; and the uncertainties of costs to comply with regulatory changes (including potential costs to comply with proposed rules of the Securities and Exchange Commission (the “SEC”) to standardize climate-related disclosures). We qualify all of our forward-looking statements by these cautionary statements. The forward-looking statements in the Proxy Summary and the Proxy Statement are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements.

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, 2024, 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.

Tanger Inc. | 2025 Proxy Statement3
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