Form 4: Tanger COO Converts Performance Units, Adjusts for Taxes

Tanger Inc.'s EVP and COO, Leslie Swanson Gallardo, converted performance-based notional units into restricted common shares and subsequently forfeited a portion for tax obligations.

Summary

• EVP, Chief Operating Officer Leslie Swanson Gallardo acquired 49,669 restricted common shares of Tanger Inc. (SKT) on March 20, 2026, through the conversion of performance-based notional units.
• The conversion occurred because 100% of the absolute and relative performance targets were achieved over the three-year measurement period from March 14, 2023, to March 13, 2026.
• 50% of these newly acquired shares vested on March 20, 2026, with the remaining 50% scheduled to vest on March 15, 2027, contingent on continued employment.
• A total of 9,773 shares were forfeited at a price of $35.48 per share to cover tax withholding liabilities associated with the vesting of 24,835 restricted shares.
• Following these transactions, Ms. Swanson Gallardo beneficially owns 115,385 direct common shares.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this as a positive indicator of strong company performance, as the executive fully achieved challenging performance targets, leading to the vesting of a significant equity award.

Positives

• 100% of performance targets for the notional units were achieved, indicating strong company performance relative to set goals.
• The conversion of 49,669 notional units into restricted common shares demonstrates successful long-term incentive plan execution.

Negatives

• 9,773 shares were forfeited to satisfy tax withholding liabilities, representing a reduction in the reporting person's direct beneficial ownership.

Future Outlook

The filing indicates that the remaining 50% of the converted restricted common shares will vest on March 15, 2027, contingent upon continued employment, suggesting a future milestone for executive compensation.

Industry Context

StockSavvy.ai notes that performance-based equity awards, tied to metrics like Total Shareholder Return (TSR) and relative TSR, are common in executive compensation structures across the REIT sector. The successful achievement of 100% of these targets for Tanger's COO suggests strong performance relative to both internal goals and industry peers during the measurement period.

Comparison to Industry Standards

• StockSavvy.ai observes that the use of both absolute TSR (e.g., 40.5% over three years) and relative TSR (e.g., 80th percentile of peer group) as performance metrics aligns with best practices in executive compensation for publicly traded REITs, similar to compensation plans seen at companies like Simon Property Group (SPG) or Federal Realty Investment Trust (FRT).
• Achieving 100% of these targets, particularly the 80th percentile relative TSR, indicates Tanger's performance was robust compared to its peer group, which typically includes other retail REITs.

Stakeholder Impact

• Shareholders: The successful achievement of performance targets for executive compensation could be viewed positively, indicating strong company performance that benefits shareholders. The forfeiture for taxes is a standard operational aspect of equity compensation.
• Employees: The vesting schedule contingent on continued employment reinforces retention incentives for key executives.

Next Steps

• The remaining 50% of the converted restricted common shares (approximately 24,834 shares) are scheduled to vest on March 15, 2027, contingent on continued employment.

Key Dates

Recommendation

While the filing indicates strong past performance leading to executive compensation vesting, a Form 4 primarily reports insider transactions and does not provide comprehensive financial results or forward-looking guidance to warrant a 'buy' or 'sell' recommendation. The successful achievement of performance targets is a positive signal, but a 'hold' is appropriate until broader financial reports are available for a more complete assessment.

Keywords

Tanger Inc., SKT, Form 4, Insider Trading, Restricted Stock, Performance Shares, Executive Compensation, Stock Vesting, Tax Withholding, Beneficial Ownership