Tanger Inc美国存托凭证招股说明书（2026年2月26日版）

The notes are exchangeable only in the circumstances described in the applicable indenture. Upon anyexchange, the Operating Partnership will pay cash up to the aggregate principal amount of the notes to beexchanged and pay or deliver (or cause to be delivered), as the case may be, cash, common shares or acombination of cash and common shares, at our election, in respect of the remainder, if any, of the OperatingPartnership’s exchange obligation in excess of the aggregate principal amount of the notes being exchanged. Anyexchange of notes for common shares will be subject to certain restrictions on ownership and transfer of common We are registering the resale of the common shares being offered under this prospectus supplement pursuantto contractual obligations under the registration rights agreement we entered into in connection with the issuanceand sale of the notes (the “registration rights agreement”). Neither we nor the Company will receive any proceedsfrom any issuances of common shares to the selling securityholders upon exchange of the notes or from any saleof common shares by the selling securityholders. We will pay all expenses in connection with the registration ofthe offering of the common shares hereby as provided in the registration rights agreement, other thanunderwriting fees, discounts or commissions attributable to the sale of the offered shares, or any fees and The common shares are listed on the NYSE under the trading symbol “SKT.” The last reported sale price ofcommon shares on the NYSE on February25, 2026 was $37.62 per share. The date of this prospectus supplement is February26, 2026. TABLE OF CONTENTSPageProspectus SupplementABOUT THIS PROSPECTUS SUPPLEMENTS-1DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTSS-2RISK FACTORSS-4OUR COMPANY AND THE OPERATING PARTNERSHIPS-4USE OF PROCEEDSS-7SELLING SECURITYHOLDERSS-8PLAN OF DISTRIBUTIONS-9LEGAL MATTERSS-11EXPERTSS-11WHERE YOU CAN FIND MORE INFORMATIONS-11INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-11ProspectusABOUT THIS PROSPECTUSiWHERE YOU CAN FIND MORE INFORMATIONiiINCORPORATION OF CERTAIN INFORMATION BY REFERENCEiiiDISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS1THE COMPANY AND THE OPERATING PARTNERSHIP3RISK FACTORS5USE OF PROCEEDS6DESCRIPTION OF DEBT SECURITIES AND GUARANTEES7DESCRIPTION OF COMMON SHARES23DESCRIPTION OF COMMON SHARE WARRANTS25DESCRIPTION OF DEPOSITARY SHARES33SELLING SECURITYHOLDERS37FEDERAL INCOME TAX CONSIDERATIONS38PLAN OF DISTRIBUTION39LEGAL MATTERS43EXPERTS43 Tanger Inc., a North Carolina corporation, together with its consolidated subsidiaries, is referred to inthis prospectus as the “Company,” and Tanger Properties Limited Partnership, a North Carolina limitedpartnership, together with its consolidated subsidiaries, is referred to in this prospectus as the “OperatingPartnership.” The terms “we”, “our” and “us” refer to the Company and the Operating Partnership ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specificterms of this offering and also updates information contained in the accompanying prospectus and thedocuments incorporated by reference into the prospectus. The second part is the accompanying prospectus,which gives more general information, some of which does not apply to this offering. To the extent there isa conflict between the information contained in this prospectus supplement and the information contained in You should read this prospectus supplement and the accompanying prospectus together with the additionalinformation described under the headings “Where You Can Find More Information” and “Incorporation ofCertain Information by Reference” in this prospectus supplement. Neither we nor any selling securityholderhave authorized anyone to provide you with any information other than that contained in this prospectussupplement, the accompanying prospectus, the documents incorporated by reference, any amendment orsupplement to this prospectus supplement or the accompanying prospectus or in any free writing prospectusprepared by or on behalf of us or to which we have referred you. Neither we nor any selling securityholder take DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS Certain statements made in this prospectus supplement, the accompanying prospectus and thedocuments incorporated herein by reference contain forward-looking statements within the meaning ofSection27A of the Securities Act of 1933, as amended, or the Securities Act, and Section21E of theSecurities Exchange Act of 1934, as amended, or the Exchange Act. We intend such forward-lookingstatements to be covered by the safe harbor provisions for forward-looking statements contained in thePrivate Securities Litigation Reform Act of 1995 and include this statement for purposes of complying withthese safe harbor provisions. Forward-looking statements are generally identifiable by use of the words There are a number of risks, uncertainties and ot