Form 4: Tanger Inc. CEO Stephen Yalof Reports Stock Transactions Following Vesting of Notional Units and Grant of Restricted Shares

Stephen Yalof, President & CEO of Tanger Inc., reports the conversion of notional units into restricted common shares, a tax-related forfeiture, and a grant of additional restricted common shares.

Summary

• On February 27, 2025, Stephen Yalof, the President & CEO of Tanger Inc., reported several transactions involving the company's stock.
• 154,110 restricted common shares were received from the conversion of notional units, with 50% vesting on February 27, 2025, and the remaining 50% vesting on February 15, 2026, contingent upon continued employment.
• 35,251 shares were forfeited to cover tax withholding liabilities related to the vesting of 77,055 restricted shares.
• Yalof also received a grant of 47,026 restricted common shares under Tanger Inc.'s Amended and Restated Incentive Award Plan, vesting in three annual installments starting February 15th of each year.
• The conversion of notional units was based on Tanger Inc.'s share price appreciation and TSR relative to its peer group over a three-year period from February 23, 2022, to February 22, 2025.

Sentiment

Score: 6

Explanation: The document reflects standard executive compensation practices and insider transactions. It's neutral in tone and doesn't indicate any significant positive or negative developments for the company.

Positives

• The vesting of notional units into restricted shares indicates that performance targets related to share price appreciation and TSR were met.
• The grant of additional restricted common shares aligns the CEO's interests with the long-term performance of the company.

Negatives

• The forfeiture of 35,251 shares to cover tax liabilities, while standard, reduces the number of shares directly held by the CEO.

Risks

• The future vesting of restricted shares is contingent upon continued employment with Tanger Inc., creating a potential risk if the CEO were to leave the company before the vesting dates.

Future Outlook

Future vesting of restricted shares is contingent upon continued employment and, in some cases, the company's performance.

Industry Context

This filing is a routine disclosure of insider transactions, common in publicly traded companies. The vesting of performance-based equity awards is a standard practice to align executive compensation with shareholder value.

Comparison to Industry Standards

• The use of TSR as a performance metric is common among publicly traded companies, including peers like Simon Property Group (SPG) and Macerich (MAC).
• The vesting schedules and performance targets described are fairly standard for executive compensation packages in the REIT industry.

Stakeholder Impact

• Shareholders may view the vesting of performance-based awards as a positive sign that management is incentivized to drive shareholder value.
• Employees may see the equity grants as a positive aspect of the company's compensation structure.

Key Dates