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TANGER INC.

For the period ended May 8, 2026. Filed Mar 26, 2026.

View on SEC.gov

About this filing

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 8, 2026 · Filed Mar 26, 2026

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

Proxy Summary

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 INFORMATIONMeeting: Annual Meeting of ShareholdersDate: May 8, 2026Time: 10:00 a.m., Eastern TimeLocation: www.meetnow.global/M5S9AT7Record Date: March 11, 2026Stock Symbol: SKTExchange:New York Stock ExchangeCommon Shares Outstanding: 114,534,004State of Incorporation: North CarolinaPublic Company Since: 1993Corporate Website: www.tanger.incInvestor Relations Website: investors.tanger.inc

The Annual Meeting will be a virtual meeting, which will be conducted solely via remote participation by visitingwww.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.

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.

10Tanger Inc. | 2026 Proxy Statement
The Board recommends a vote FOR each director nominee.See page 19

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.

Tanger Inc. | 2026 Proxy Statement11

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.”

JEFFREY B.CITRINIndependentSANDEEP L. MATHRANIIndependentTHOMAS J.REDDINIndependent
Age: 68Years on Board: 11Age: 63Years on Board: 4Age: 65Years on Board: 15
BRIDGET M.RYAN-BERMAN*IndependentSUSAN E.SKERRITTIndependentSONIASYNGALIndependent
Age: 65Years on Board: 17Age: 71Years on Board: 7Age: 56Years on Board: 1
LUIS A.UBIÑASIndependentSTEPHEN YALOF**
Age: 63Years on Board: 6Age: 63Years on Board: 5
* Lead Independent Director** Chief Executive Officer and PresidentAC Audit CommitteeCC Compensation and Human Capital CommitteeNC Nominating and Corporate Governance CommitteeChair Member
12Tanger Inc. | 2026 Proxy Statement

Board Snapshot*

Independence

nNon-Independent Directors
nIndependent Directors

Tenure and Average Age

n3 years or less
n4-10 years
nGreater than 10 years

Gender and Racial/Ethnic Diversity

nRacial/Ethnic Diversity
nGender Diversity (Female)
nNot Diverse Based on Gender or Race/Ethnicity

Committee Independence

nNot Independent
nIndependent

Board Skills and Experience

Retail Industry/Retail LeasingMarketing/DigitalFinancial Literacy/Accounting
CEO/BusinessHeadTechnology/PrivacyHuman Capital Management/Compensation
Public REIT/Capital MarketsCybersecurityEnterprise RiskManagement
Real Estate/Capital AllocationCorporateGovernance/Ethics
  • Reflects the composition of the Board following Steven B. Tanger's retirement at the Annual Meeting and assumption of the role of Chair Emeritus.
Tanger Inc. | 2026 Proxy Statement13

Governance Highlights

Strong Corporate Governance Practices

INDEPENDENCEBEST 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
RISK OVERSIGHTAudit Committee•Enterprise Risk Management (including cybersecurity risks)•Internal controls over financial reporting•Interest rate risk and hedging strategiesCompensation 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 officersNominating 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:
14Tanger Inc. | 2026 Proxy Statement

Active Stakeholder Engagement

Why We Engage

We believe that hearing directly from our fellow shareholders, the investment community and key stakeholders informs and enables the Board and our management team to be a more effective steward of your capital and provides valuable insights into addressing the issues most important to our stakeholders. We are proud of our track record of being responsive to our shareholders, and during 2025, we continued our elevated efforts to engage with the investment community and other key stakeholders.

As part of our active stakeholder engagement efforts, we were honored to be recognized for the second year in a row by the National Association of Real Estate Investment Trusts (“Nareit”) 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.

How We Engage

Outreach2025 Stakeholder Engagement Facts
We engage with stakeholders through various in-person and virtual methods, including shareholder outreach efforts, quarterly earnings calls, the annual shareholder meeting, one-on-one meetings, investor conferences, property tours and non-deal roadshows.~ 70%The percentage of our total shareholder base that we engaged with during 2025
Discussion
Active discussions involving management and independent directors are important to gaining insight and understanding of investor questions and concerns.80%The percentage of our top 20 shareholders that we directly engaged with during 2025
Feedback
Key stakeholder feedback is shared with management and the Board of Directors, providing them with insight into stakeholder views of Tanger.>25Number of investment community events participated in during 2025, including 12 property tours
Results
We are proud of our track record of being responsive to our shareholders. As a result of this active engagement, approximately 98% of the votes cast in 2025 and approximately 97% of votes cast over the last 3 years, approved, on an advisory (non-binding) basis, our executive compensation, .> 500Number of investment community touchpoints during 2025
Stakeholder Engagement Topics and Focus AreasKey focus areas of stakeholder engagement include:•Corporate governance•Executive compensation•Business strategy•Business performance and expectations•Industry trends•Market conditions•Corporate responsibility initiativesWe are committed to robust information sharing through:•SEC filings, press releases & company websites•Corporate responsibility reports and disclosures•Quarterly management presentations
Engaging withour Lenders,Noteholdersand RatingsAgenciesWe recognize the importance of cultivating strong relationships with our lenders, ratings agencies and the fixed income investment community in order to maintain a strong and flexible balance sheet. Our priorities include:•Ensuring that we understand and consider the issues important to our lenders, ratings agencies, and debtholders•Maintaining an open dialogue regarding our business performance, strategic goals and financing needs•Partnering with our lenders to proactively address upcoming maturities
Tanger Inc. | 2026 Proxy Statement15
The Board recommends a vote FOR this proposal.See page 77
The Board recommends a vote FOR this proposal.See page 80

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

16Tanger Inc. | 2026 Proxy Statement

2025 Compensation

The Company’s primary components of compensation for its executive officers are base salary, annual incentive cash bonuses, and annual long-term equity-based incentive compensation subject to time-based or performance-based vesting conditions. There is no pre-established policy or target for the allocation between cash and non-cash incentive compensation or between short-term and long-term compensation, although the Company attempts to keep total cash compensation within the Company’s fiscal year budget while reinforcing its pay-for-performance philosophy and also considering annual accounting cost and the impact of share dilution. Within the framework of aligning total compensation with corporate and individual performance, the purpose of each of the primary components of compensation is as follows:

Pay ElementObjectives
CEOOther NEOs
Base SalaryBase SalaryTo provide competitive fixed pay at a level consistent with the individual’s job responsibilities relative to such individual’s peers
Annual IncentiveCash BonusAnnual IncentiveCash BonusTo incentivize management to achieve the Company’s strategic and financial goals for the fiscal year, generally using a formulaic calculation
Annual Long-TermTime-BasedEquity IncentiveAnnual Long-TermTime-BasedEquity IncentiveTo 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 PlanPerformance Share PlanTo 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
Tanger Inc. | 2026 Proxy Statement17

Executive Compensation Governance Highlights

Our executive compensation program is designed to attract, retain and motivate experienced and talented executives who can help the Company maximize shareholder value. We believe that we maintain a competitive compensation program that incorporates strong governance practices.

What We Do

Utilize an Executive Compensation Program Designed to Align Pay with Performance Conduct an Annual Say-on-Pay Vote Seek Input From, Listen to and Respond to Shareholders Maintain a NYSE-Compliant Clawback Policy Prohibit Hedging and Restrict Pledging of the Company’s Common Shares Utilize Share Ownership Guidelines for Named Executive Officers (“NEOs”) and directors, with a 6x Base Salary Requirement for our CEO Retain an Independent Compensation Consultant Mitigate Inappropriate Risk Taking Employ a Rigorous Bonus Program

What We Do Not Do

Provide Tax Gross-Ups Provide Excessive Perquisites Reprice Share Options Provide Excessive Change of Control orSingle-Trigger Change of Control Severance Payments

18Tanger Inc. | 2026 Proxy Statement
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.