Swanson Gallardo Leslie 4

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.