Swanson Gallardo Leslie 4

4 · TANGER INC. · Filed Feb 18, 2026

AI-generated summary of this filing

Updated Feb 19, 2026

Tanger (SKT) COO Leslie Swanson Gallardo Receives Award; 14,183 Shares Withheld

What Happened

Leslie Swanson Gallardo, Chief Operating Officer of Tanger Inc. (SKT), reported two related transactions: a grant of long‑term incentive units and a tax‑withholding disposition tied to a restricted share vesting.
- On 2026-02-13 she was awarded 14,282 Basic LTIP Units (derivative award; reported at $0). These units convert into non‑voting Class C units and can be exchanged 1:1 for Tanger common shares if and when vested and certain tax allocation conditions are met.
- On 2026-02-17, 35,695 restricted shares vested. To satisfy tax withholding, 14,183 of those shares were withheld (reported as a disposition) at an implicit value of $33.82 per share, totaling $479,669. This withholding is a routine tax‑satisfaction action, not an open‑market sale.

Key Details

Transaction dates and prices:
- 2026-02-13: Grant of 14,282 Basic LTIP Units @ $0.00 (derivative award).
- 2026-02-17: 14,183 restricted shares withheld to cover taxes @ $33.82 = $479,669.
Shares owned after transaction: Not specified in the provided filing details.
Footnotes:
- F1: Withholding (forfeiture) was solely to satisfy tax withholding on vested restricted shares (35,695 vested; 14,183 withheld).
- F2: Basic LTIP Units convert into Class C Common Units and may be exchanged 1:1 for Tanger common shares if vesting/tax conditions are met.
- F3: LTIP Units vest one‑third on Feb 15 of each of the first three calendar years after grant (subject to certain accelerated vesting events).
Filing info: Form 4 filed 2026-02-18 reporting transactions on 2026-02-13 and 2026-02-17.

Context

The 14,183‑share disposition is a tax withholding (cashless withholding) tied to vesting, a routine administrative step that does not necessarily indicate a change in insider sentiment. The LTIP award is a derivative/unit grant that vests over time and can convert into company shares once conditions are met.

Form 4

Period: 2026-02-13

EVP, Chief Operating Officer

Transactions

Tax Payment
Common Stock
[F1]
2026-02-17$33.82/sh−14,183$479,669→ 78,482 total
Award
Limited Partnership Units exchangeable for Common Stock
[F2][F3]
2026-02-13+14,282→ 14,282 total
→ Common Stock (14,282 underlying)

Footnotes (3)

[F1]This forfeiture was undertaken solely to satisfy a tax withholding liability related to the vesting of stock held by the reporting person. On February 17, 2026, 35,695 restricted shares vested, with 14,183 shares withheld to cover tax withholding liability.
[F2]Reflects an award of Basic LTIP Units of Tanger Properties Limited Partnership, which, if and as they become vested, and conditioned upon the satisfaction of minimum allocations to the capital accounts of the Basic LTIP Units for federal income tax purposes, are automatically converted into non-voting Class C Common Units. Class C Common Units may be exchanged by the reporting person for Tanger Inc. common shares on a one-for-one basis. Basic LTIP Units are intended to qualify as profits interests for US federal income tax purposes.
[F3]These Basic LTIP Units are scheduled to vest one-third on February 15th of each year of the first three calendar years following the grant (subject to accelerated vesting in certain cases, such as death and certain involuntary terminations).

Signature

/s/ Eric Richardson, attorney-in-fact for Ms. Swanson Gallardo|2026-02-18

1 file