Yalof Stephen 4

What Happened

• Stephen Yalof, President, CEO and Director of Tanger Inc., had 173,842 notional units convert into restricted common shares tied to performance (exercise/conversion of derivative). 50% (86,921 shares) vested on March 20, 2026; the remaining 50% will vest March 15, 2027, subject to continued employment.
• To satisfy withholding tax on the 86,921 vested shares, 39,524 shares were forfeited (withheld) at an implied value of $35.48 per share, totaling $1,402,312. The conversion had no exercise cash cost ($0.00 per share).

Key Details

• Transaction date: March 20, 2026; Form 4 filed March 23, 2026 (timely).
• Conversions: 173,842 notional units → 173,842 restricted common shares (code M).
• Tax withholding: 39,524 shares withheld (code F) at $35.48/share for $1,402,312.
• Shares owned after transaction: not specified in the filing.
• Footnotes: Awards were performance-based notional units converted based on total shareholder return (TSR) and relative TSR vs. peers over a three‑year measurement period; 100% of both absolute and relative portions were earned. 50% vested immediately; remaining 50% vests March 15, 2027, contingent on continued employment. For one tranche, specific TSR thresholds determine payout levels.

Context

• This was a conversion of performance-based awards into restricted shares, not an open-market sale; the only shares surrendered were withheld to satisfy tax obligations (a routine, non‑market transaction).
• The filing shows a significant tax‑withholding disposition (~$1.4M) but otherwise reflects receipt of earned, performance-based compensation rather than a discretionary sale or purchase.