tm267253-3_424b7 - none

424B7 1 tm267253-3_424b7.htm 424B7 tm267253-3_424b7 - none - 5.5625423s

Filed Pursuant to Rule 424(b)(7)

Registration No. 333-293804

PROSPECTUS SUPPLEMENT
(To Prospectus Dated February 26, 2026)

TANGER INC.

7,370,275 COMMON SHARES

Tanger Properties Limited Partnership (the “Operating Partnership”), the operating partnership of Tanger Inc. (the “Company”), issued $250,000,000 aggregate principal amount of its 2.375% Exchangeable Senior Notes due 2031 (the “notes”) in a private placement on January 12, 2026. Under certain circumstances, the Company may issue its common shares, par value $0.01 per share (“common shares”), upon exchange of the notes by the holders of the notes. The recipients of such common shares (the “selling securityholders”) may use this prospectus supplement to resell some or all of such common shares from time to time. We may supplement the information set forth in this prospectus supplement in future prospectus supplements, amendments to this prospectus supplement or in filings we make with the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are incorporated by reference in this prospectus supplement or the accompanying prospectus.

The notes are exchangeable only in the circumstances described in the applicable indenture. Upon any exchange, the Operating Partnership will pay cash up to the aggregate principal amount of the notes to be exchanged and pay or deliver (or cause to be delivered), as the case may be, cash, common shares or a combination of cash and common shares, at our election, in respect of the remainder, if any, of the Operating Partnership’s exchange obligation in excess of the aggregate principal amount of the notes being exchanged. Any exchange of notes for common shares will be subject to certain restrictions on ownership and transfer of common shares set forth in the Company’s amended and restated articles of incorporation, as amended, and the applicable indenture. The registration of common shares covered by this prospectus supplement does not necessarily mean that any of the selling securityholders will elect to exchange their notes, or whether upon any such exchange we will elect, in our sole and absolute discretion, to satisfy our exchange obligation with cash, common shares, or a combination thereof, or that any common shares received upon exchange of the notes will be sold by the selling securityholders.

We are registering the resale of the common shares being offered under this prospectus supplement pursuant to contractual obligations under the registration rights agreement we entered into in connection with the issuance and sale of the notes (the “registration rights agreement”). Neither we nor the Company will receive any proceeds from any issuances of common shares to the selling securityholders upon exchange of the notes or from any sale of common shares by the selling securityholders. We will pay all expenses in connection with the registration of the offering of the common shares hereby as provided in the registration rights agreement, other than underwriting fees, discounts or commissions attributable to the sale of the offered shares, or any fees and expenses of any broker-dealer or other financial intermediary engaged by any selling securityholder. The selling securityholders from time to time may offer and sell common shares held by them directly or through agents or broker-dealers on terms to be determined at the time of sale, as described in more detail in this prospectus supplement, the accompanying prospectus, any future prospectus supplement or amendments to this prospectus supplement.

The common shares are listed on the NYSE under the trading symbol “SKT.” The last reported sale price of common shares on the NYSE on February 25, 2026 was $37.62 per share.

Investing in the common shares involves risks. See “Risk Factors” beginning on page S-4 of this prospectus supplement and the information set forth under the caption “Risk Factors” in our most recent Annual Report on Form 10-K filed with the SEC and our periodic reports, subsequent filings and other information that we file with the SEC before investing in the common shares.

Neither the SEC nor any state or other securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is February 26, 2026.

	Page
Prospectus Supplement
ABOUT THIS PROSPECTUS SUPPLEMENT		S-1
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS		S-2
RISK FACTORS		S-4
OUR COMPANY AND THE OPERATING PARTNERSHIP		S-4
USE OF PROCEEDS		S-7
SELLING SECURITYHOLDERS		S-8
PLAN OF DISTRIBUTION		S-9
LEGAL MATTERS		S-11
EXPERTS		S-11
WHERE YOU CAN FIND MORE INFORMATION		S-11
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		S-11

Prospectus
ABOUT THIS PROSPECTUS		i
WHERE YOU CAN FIND MORE INFORMATION		ii
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		iii
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS		1
THE COMPANY AND THE OPERATING PARTNERSHIP		3
RISK FACTORS		5
USE OF PROCEEDS		6
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES		7
DESCRIPTION OF COMMON SHARES		23
DESCRIPTION OF COMMON SHARE WARRANTS		25
DESCRIPTION OF DEPOSITARY SHARES		33
SELLING SECURITYHOLDERS		37
FEDERAL INCOME TAX CONSIDERATIONS		38
PLAN OF DISTRIBUTION		39
LEGAL MATTERS		43
EXPERTS		43

SEC Form 424B7 filed by Tanger Inc.