R. Wingrove - Mar 14, 2023 Form 4 Insider Report for TANGER FACTORY OUTLET CENTERS, INC (SKT)

Role: EVP, Chief Commercial Officer
Signature: /s/ Eric Richardson, attorney-in-fact for Mr. Wingrove
Stock symbol: SKT
Transactions as of: Mar 14, 2023
Transactions value $: $0
Form type: 4
Date filed: 3/16/2023, 05:51 PM
Previous filing: Feb 17, 2023
Next filing: Dec 21, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SKT	Common Stock	Award	$0	+13.7K	+16.3%	$0.00	97.7K	Mar 14, 2023	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	SKT	Notional Units	Award	$0	+29.8K		$0.00	29.8K	Mar 14, 2023	Common Stock	29.8K		Direct	F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents a grant of restricted common shares under the Company's Amended and Restated Incentive Award Plan. The restricted common shares vest and the restrictions cease to apply on one-third of the award on each March 15th over a three year period beginning March 15th, 2024.
F2	Represents a grant of performance shares which may convert into an equivalent number of restricted common shares of the Company based on the Company's share price appreciation inclusive of all dividends (TSR), and its TSR relative to a selected group, over the three-year measurement period from March 14, 2023 through March 13, 2026.
F3	With respect to 33.30% of the performance shares, 20% of this portion of the award will be earned if the Company's aggregate TSR equals 26.0% over the 3-year measurement period, 60% of this portion of the award will be earned if the Company's aggregate TSR equals 33.1%, and 100% of this portion of the award will be earned if the Company's aggregate TSR equals or exceeds 40.5%. With respect to the other 66.70% of the performance shares, 20% of this portion of the award will be earned if the Company's TSR is in the 30th percentile of its peer group over the 3-year measurement period, 60% of this portion of the award will be earned if the Company's TSR is in the 55th percentile of its peer group during this period, and 100% of this portion of the award will be earned if the Company's TSR is in the 80th percentile of its peer group or greater during this period. The performance shares will convert on a pro-rata basis by linear interpolation between share price appreciation thresholds.
F4	Any restricted common shares earned on March 13, 2026 are subject to a time based vesting schedule. 50% of the shares will vest on March 20, 2026 and the remaining 50% will vest on March 15, 2027, contingent upon continued employment with the Company through the vesting dates.