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-based awards in the form of (among other things) 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.

Per the Operating Partnership’s limited partnership agreement, when a common share is issued by the Company, the Operating Partnership issues one corresponding operating partnership unit to the Company’s wholly-owned subsidiary, Tanger LP Trust. Therefore, when the Company grants an equity-based award in respect of its common shares, the Operating Partnership treats each award as having been granted by 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.


	Three months ended
	March 31,
	2026		2025
Restricted common shares and time-based LTIP units	$	2,049	$	1,672
Performance-based notional unit awards and performance-based LTIP awards	1,485		1,168
Options	76		86
Total equity-based compensation	$	3,610	$	2,926

During February 2026, the Company granted to its executive officers and non-employee directors approximately 100,000 and 16,000 restricted common shares, respectively. The grant date fair value of the awards were $33.61 per share. The restricted common shares vest ratably over a three-year period each year for executive officers and over a one-year period for non-employee directors. Compensation expense related to the amortization of the deferred compensation is being recognized in accordance with the vesting schedule of the restricted common shares.

For certain restricted common shares that vest and restricted share units that are settled during the period, we withhold common shares with value equivalent up to the employees’ maximum statutory obligation for the applicable income and other employment taxes, and remit cash to the appropriate taxing authorities. The total number of shares withheld upon vesting or settlement was approximately 246,000 and 212,000 for the three months ended March 31, 2026 and 2025, respectively. The total number of common shares withheld was based on the value of the common shares on the vesting or settlement date as determined by our closing share price on the prior day. Total amounts paid for the employees’ tax obligation to taxing authorities were $8.3 million and $7.3 million for the three months ended March 31, 2026 and 2025, respectively. These amounts are reflected as financing activities within the consolidated statements of cash flows.

During 2026, the Company granted to certain non-employee directors approximately 16,000 LTIP units with time-based vesting requirements and a grant date fair value of $33.61 per unit that vest ratably over one year subject to continued service. Compensation expense for these units is being recognized over a one-year period. The Company also granted certain officers approximately 106,000 LTIP units with time-based vesting requirements and grant date fair value of $33.61. Compensation expense for these units is being recognized over a three-year period.

During 2026, the Compensation Committee of the Company approved the general terms of the Tanger Inc. 2026 Performance Share Plan (the “2026 PSP”) covering the Company's executive officers whereby a maximum of approximately 77,000 restricted common shares and 299,000 LTIP units may be earned if certain share price appreciation goals are achieved over a three-year measurement period. The 2026 PSP is a long-term incentive compensation plan. Recipients may earn notional units which may convert into restricted common shares of the Company or LTIP units, based on the Company’s absolute total shareholder return and its total shareholder return relative to its peer group over a three-year measurement period. Any common 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 common shares and 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 accelerated due to termination prior thereto (a) by the Company without cause, (b) by participant for good reason or (c) due to death or disability).


Performance targets (1)
Absolute portion of award:
Percent of total award	25%
Absolute total shareholder return range	16%	-	37%
Percentage of units to be earned	25%	-	100%

Relative portion of award:
Percent of total award	75%
Percentile rank of peer group range(2)	25th	-	75th
Percentage of units to be earned	25%	-	100%

Maximum number of restricted common shares and LTIP units that may be earned	376,000
Grant date fair value per LTIP unit	$17.88
Grant date fair value per share	$17.77

(1)The number of restricted common shares received and LTIP units earned under the 2026 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.

In March 2026, the measurement period for the 2023 Performance Share Plan concluded. Based on the Company’s absolute and relative total shareholder return over the three-year measurement period, we issued 465,469 restricted common shares in March 2026, with 263,742 vesting immediately and the remaining 201,727 vesting in March 2027. The vesting of those 201,727 common shares 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 or (c) due to death or disability, in which cases vesting will accelerate).