Tanger Inc美股招股说明书(2026-02-26版)

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 due2031 (the “notes”) in a private placement on January12, 2026. Under certain circumstances, the Company mayissue its common shares, par value $0.01 per share (“common shares”), upon exchange of the notes by the holdersof the notes. The recipients of such common shares (the “selling securityholders”) may use this prospectussupplement to resell some or all of such common shares from time to time. We may supplement the informationset forth in this prospectus supplement in future prospectus supplements, amendments to this prospectussupplement or in filings we make with the Securities and Exchange Commission (the “SEC”) under the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”), that are incorporated by reference in this prospectussupplement or the accompanying prospectus. 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 commonshares set forth in the Company’s amended and restated articles of incorporation, as amended, and the applicableindenture. The registration of common shares covered by this prospectus supplement does not necessarily meanthat any of the selling securityholders will elect to exchange their notes, or whether upon any such exchange wewill elect, in our sole and absolute discretion, to satisfy our exchange obligation with cash, common shares, or acombination thereof, or that any common shares received upon exchange of the notes will be sold by the sellingsecurityholders. 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 andexpenses of any broker-dealer or other financial intermediary engaged by any selling securityholder. The sellingsecurityholders from time to time may offer and sell common shares held by them directly or through agents orbroker-dealers on terms to be determined at the time of sale, as described in more detail in this prospectussupplement, the accompanying prospectus, any future prospectus supplement or amendments to this prospectussupplement. 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. Neither the SEC nor any state or other securities commission has approved or disapproved of these securities ordetermined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representationto the contrary is a criminal offense. TABLE OF CONTENTS PageProspectus 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, t