When a common share is issued by the Company, the Operating Partnership issues one corresponding unit of partnership interest to the Company's wholly-owned subsidiary, the Tanger LP Trust. Therefore, when the Company grants an equity-based award, the Operating Partnership treats each award as having been granted by the Operating Partnership. In the discussion below, the term "we" refers to the Company and the Operating Partnership together and the term "shares" is meant to also include corresponding units of the Operating Partnership.

We have a shareholder approved equity-based compensation plan, the Incentive Award Plan of Tanger Inc. and Tanger Properties Limited Partnership, as amended (the “Plan”), which covers our non-employee directors, officers, employees and consultants. Under the Plan, we may grant equity and equity-based awards in the form of (among other things) options with respect to common shares of the Company, restricted common shares of the Company, restricted share units with respect to common shares of the Company (which we sometimes refer to as “notional units”) and LTIP units of the Operating Partnership.

Each LTIP unit, if and upon vesting, is convertible, upon the satisfaction of minimum allocations to the capital account of the LTIP unit for federal income tax purposes, into a non-voting Class C common unit of the Operating Partnership. Each such Class C common unit may be exchanged by the holder for one common share of the Company. LTIP units are intended to qualify as profits interests for U.S. federal income tax purposes.

Effective May 19, 2023, the Plan was amended and restated to, among other things, increase the number of shares authorized for issuance under the plan to 21.3 million shares and extend the term of the plan by an additional ten years. As of December 31, 2025, common shares remaining available for future issuance totaled approximately 3.4 million common shares. The amount and terms of the awards granted under the Plan are determined by the Board (or the Compensation Committee of the Board).


	2025		2024		2023
Restricted common shares and time-based LTIP awards	$	7,183	$	7,385	$	7,598
Performance-based notional unit awards and performance-based LTIP awards	5,216		4,257		4,437
Options	335		347		476
Total equity-based compensation	$	12,734	$	11,989	$	12,511

As of December 31, 2025, there was $16.2 million of total unrecognized compensation cost related to unvested common equity-based compensation arrangements granted under the Plan. That cost is expected to be recognized over a weighted-average period of 2.3 years.

During the years ended 2025, 2024 and 2023, the Company granted approximately 199,000, 254,000 and 345,000 restricted common shares and restricted share units, respectively, to the Company's non-employee directors and the Company's senior executive officers. The non-employee directors' restricted common shares generally vest over one year and the senior executive officers' restricted common shares generally vest over three years. Compensation expense related to the amortization of the deferred compensation is being recognized in accordance with the vesting schedule of the restricted common shares and restricted share units. For all of the restricted common share and restricted share unit awards described above, the grant date fair value of the awards were determined based upon the closing market price of the Company's common shares on the day prior to the grant date.


Unvested Restricted Common Shares and Restricted Share Units	Number of shares and units	Weighted average grant date fair value
Outstanding at December 31, 2022	970,383	$	15.18
Granted (1)	345,297	17.85
Vested	(480,036)	13.21
Forfeited	(31,803)	15.89
Outstanding at December 31, 2023	803,841	$	17.47
Granted	254,019	26.82
Vested	(499,704)	17.07
Forfeited	(14,553)	21.53
Outstanding at December 31, 2024	543,603	$	22.00
Granted	199,371	35.15
Vested	(312,344)	21.58
Forfeited	(4,486)	32.70
Outstanding at December 31, 2025	426,144	$	28.58

The table above excludes restricted common shares earned under the 2020, 2021 and 2022 Performance Share Plans. In connection with the 2020 Performance Share Plan, we issued approximately 759,000 restricted common shares in February 2023 with approximately 444,000 vesting during 2023 and the remaining 315,000 vesting in February 2024. In connection with the 2021 Performance Share Plan, we issued approximately 479,000 restricted common shares in February 2024 with approximately 344,000 vesting during 2024 and the remaining 135,000 vesting in February 2025. In connection with the 2022 Performance Share Plan, we issued approximately 402,000 restricted common shares in February 2025, with approximately 259,000 vesting during 2025 and the remaining 143,000 scheduled to vest in February 2026. All performance share plan vesting is contingent upon continued employment with the Company through the vesting date (unless terminated prior thereto (a) by the Company without cause, (b) by participant for good reason, (c) due to death or disability or (d) in certain cases, due to retirement).

The total value of restricted common shares vested during the years ended 2025, 2024 and 2023 was $24.0 million, $32.0 million and $18.2 million, respectively. During the years ended 2025, 2024 and 2023, we withheld shares with value equivalent to the employees' obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The total number of shares withheld were approximately 236,000, 420,000 and 380,000 for the years ended 2025, 2024 and 2023, respectively, and were based on the value of the restricted common shares on the vesting date as determined by our closing share price on the day prior to the vesting date. Total amounts paid for the employees' tax obligation to taxing authorities were $8.1 million, $12.0 million and $7.3 million for the years ended 2025, 2024 and 2023, respectively, which are reflected as a financing activity within the consolidated statements of cash flows.

During 2025, the Company granted to certain non-employee directors 15,180 LTIP units with time-based vesting requirements and a grant date fair value of $34.59 per unit that vest over one year subject to continued service (and subject to accelerated vesting in certain cases, such as termination of the director's service due to his or her death or disability). Compensation expense for these units is being recognized over a one-year period.

Each year, the Compensation Committee of the Company approves the terms and the number of awards to be granted under the Tanger Inc. Performance Share Plan (the “PSP"), formerly titled the "Outperformance Plan". The PSP is a long-term incentive compensation plan. Recipients may earn units that may convert, subject to the achievement of the goals described below, into restricted common shares or LTIP units of the Company based on the Company’s absolute share price appreciation (or absolute total shareholder return) and its share price appreciation relative to its peer group (or relative total shareholder return) over a three-year measurement period. For all recipients, any shares or LTIP units earned at the end of the three-year measurement period are subject to a time-based vesting schedule, with 50% of the shares or LTIP units vesting immediately following the measurement period, and the remaining 50% vesting one year thereafter, contingent upon continued employment with the Company through the vesting date (unless terminated prior thereto (a) by the Company without cause, (b) by participant for good reason, (c) due to death or disability or (d) in certain cases, due to retirement).


	2025 PSP (1)				2024 PSP(1)				2023 PSP(1)				2022 PSP(1)
Performance targets
Absolute portion of award:
Percent of total award	33%				33%				33%				33%
Absolute total shareholder return range	26	%	-	41%	26	%	-	41%	26	%	-	41%	26	%	-	41%
Percentage of units to be earned	20	%	-	100%	20	%	-	100%	20	%	-	100%	20	%	-	100%

Relative portion of award:
Percent of total award	67%				67%				67%				67%
Percentile rank of peer group range	30th		-	80th	30	th	-	80th	30	th	-	80th	30	th	-	80th
Percentage of units to be earned	20%		-	100%	20%		-	100%	20%		-	100%	20%		-	100%

Maximum number of restricted common shares and LTIP units that may be earned	295,648				367,126				499,696				555,349
Grant date fair value per LTIP unit	$22.33				N/A				N/A				N/A
Grant date fair value per share	$22.22				$16.36				$12.08				$11.68

(1)The number of restricted common shares received under the 2025, 2024, 2023, and 2022 PSP will be determined on a pro-rata basis by linear interpolation between total shareholder return thresholds, both for absolute total shareholder return and for relative total shareholder return amongst the Company's peer group. The peer group is based on companies included in the FTSE Nareit Equity Retail Index.


Unvested PSP Awards	Number of units	Weighted average grant date fair value
Outstanding as of December 31, 2022	1,811,407	$	8.84
Awarded	499,696	12.08

Earned (1)	(758,814)	7.30
Forfeited	(149,948)	9.87
Outstanding as of December 31, 2023	1,402,341	$	10.29
Awarded	367,126	16.36

Earned (1)	(479,097)	9.76
Forfeited	(63,081)	12.18
Outstanding as of December 31, 2024	1,227,289	$	12.90
Awarded	295,648	22.31
Earned (1)	(401,613)	16.62
Forfeited	(7,011)	20.26
Outstanding as of December 31, 2025	1,114,313	$	16.03


		Options Outstanding				Options Exercisable
Exercise prices		Options	Weighted average exercise price		Weighted remaining contractual life in years	Options	Weighted average exercise price
$	5.73	77,600	$	5.73	4.69	77,600	$	5.73
$	7.15	1,000,000	$	7.15	4.37	1,000,000	$	7.15
$	19.37	250,000	$	19.37	6.91	150,000	$	19.37
$	21.94	55,100	$	21.94	2.20	55,100	$	21.94


		1,382,700	$	9.87	4.59	1,282,700	$	9.13


Options	Shares	Weighted-average exercise price		Weighted-average remaining contractual life in years	Aggregate intrinsic value
Outstanding as of December 31, 2022	1,716,800	$	11.53	6.79	$	13,275
Granted	—	—
Exercised	(85,500)	14.45
Forfeited	(26,300)	16.55
Outstanding as of December 31, 2023	1,605,000	$	11.30	6.31	$	26,719
Granted	—	—
Exercised	(84,990)	15.47
Forfeited	(85,200)	31.43
Outstanding as of December 31, 2024	1,434,810	$	9.85	5.74	$	34,834
Granted	—	—
Exercised	(42,310)	10.26
Forfeited	(9,800)	5.73
Outstanding as of December 31, 2025	1,382,700	$	9.87	4.76	$	32,495

Vested and Expected to Vest as of
December 31, 2025	1,382,700	$	9.87	4.76	$	32,495

Exercisable as of December 31, 2025	1,282,700	$	9.13	4.59	$	31,095