Tanger Inc S-3ASR, filed Feb 26, 2026

Tanger Inc. (SKT)

S-3ASR 2026-02-26

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Added on October 21, 2026

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Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☐

	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

	Amount to be paid
SEC registration fee			(1)
Printing and Engraving Expenses			(2)
Legal Fees and Expenses			(2)
Accounting Fees and Expenses			(2)
Fees of Rating Agencies			(2)
Fees of Trustee (Including counsel fees)			(2)
Miscellaneous			(2)
Total		$	(2)

	Exhibit No.			Description
	1.1			Form of Underwriting Agreement for Debt Securities (incorporated by reference to Exhibit 1(a) to Amendment No. 1, filed May 24, 1996, to the Company and the Operating Partnership’s Registration Statement on Form S-3, as amended, Registration Nos. 333-3526/333-3526-01)
	1.2			Form of Underwriting Agreement for Equity Securities (incorporated by reference to Exhibit 1(b) to Amendment No. 1, filed May 24, 1996, to the Company and the Operating Partnership’s Registration Statement on Form S-3, as amended, Registration Nos. 333-3526/333-3526-01)
	3.1			Amended and Restated Articles of Incorporation of the Company (incorporated by reference to the exhibits to the Company’s Annual Report on Form 10-K for the year ended December 31, 1996)
	3.1A			Articles of Amendment to Amended and Restated Articles of Incorporation dated May 29, 1996 (incorporated by reference to the exhibits to the Company’s Annual Report on Form 10-K for the year ended December 31, 1996)

	Exhibit No.			Description
	3.1B			Articles of Amendment to Amended and Restated Articles of Incorporation dated August 20, 1998 (incorporated by reference to the exhibits to the Company’s Annual Report on Form 10-K for the year ended December 31, 1998)
	3.1C			Articles of Amendment to Amended and Restated Articles of Incorporation dated September 30, 1999 (incorporated by reference to the exhibits to the Company’s Annual Report on Form 10-K for the year ended December 31, 1999)
	3.1D			Articles of Amendment to Amended and Restated Articles of Incorporation dated November 10, 2005 (incorporated by reference to the exhibits to the Company’s Current Report on Form 8-K dated November 10, 2005)
	3.1E			Articles of Amendment to Amended and Restated Articles of Incorporation dated June 13, 2007 (incorporated by reference to the exhibits of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007)
	3.1F			Articles of Amendment to Amended and Restated Articles of Incorporation dated August 27, 2008 (incorporated by reference to the exhibits of the Company’s Current Report on Form 8-K dated August 29, 2008)
	3.1G			Articles of Amendment to Amended and Restated Articles of Incorporation dated May 18, 2011 (incorporated by reference to the exhibits of the Company’s and Operating Partnership’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011)
	3.1H			Articles of Amendment to Amended and Restated Articles of Incorporation dated May 24, 2012 (incorporated by reference to the exhibits to the Company’s and Operating Partnership’s Form S-3 dated June 7, 2012)
	3.1I			Articles of Amendment to Amended and Restated Articles of Incorporation dated November 6, 2023 and effective November 16, 2023 (incorporated by reference to the exhibits to the Company’s Current Report on Form 8-K dated November 7, 2023)
	3.2			Amended and Restated Bylaws of Tanger Inc., dated November 6, 2023, and effective November 16, 2023 (incorporated by reference to the exhibits to the Company’s Current Report on Form 8-K dated November 7, 2023)
	3.3			Third Amended and Restated Limited Partnership Agreement of Tanger Properties Limited Partnership, dated February 20, 2025 (incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024)
	4.1			Specimen Common Share certificate (incorporated by reference to Exhibit 4.1 to the Company and the Operating Partnership’s Registration Statement on Form S-4, filed April 9, 2009, as amended, Registration Nos. 333-158503/333-158503-01)
	4.2			Form of Deposit Agreement, by and between the Company and the Depositary, including Form of Depositary Receipt (incorporated by reference to the exhibits to the Company’s Registration Statement on Form S-11 filed October 6, 1993, as amended)
	4.3			Form of Preferred Share Certificate (incorporated by reference to the exhibits to the Company’s Registration Statement on Form S-11, filed October 6, 1993, as amended)
	4.4			Senior Indenture (filed as Exhibit 4(a) to Company’s Registration Statement on Form S-3, dated April 12, 1996, Registration Nos. 333 3526/333-3526-01)
	4.5			Form of Subordinated Indenture (filed as Exhibit 4(b) to Amendment No. 1, filed May 24, 1996, to the Company and the Operating Partnership’s Registration Statement on Form S-3, Registration Nos. 333-3526/333-3526-01)
	4.6			Form of Debt Securities (filed as Exhibit 4(c) to Amendment No. 1, filed May 24, 1996, to the Company and the Operating Partnership’s Registration Statement on Form S-3, Registration Nos. 333-3526/333-3526-01)
	4.7			Form of Common Share Warrant Agreement**
	4.8			Form of Form of Articles of Restatement for the Preferred Shares**
	4.9			Form of Preferred Share Depositary Receipt Certificate**
	4.10			Form of Deposit Agreement**

	Exhibit No.			Description
	4.11			Sixth Supplemental Indenture (to Senior Indenture), dated July 2, 2009 (incorporated by reference to Exhibit 4.13 to the Company and the Operating Partnership’s Registration Statement on Form S-3 filed on July 2, 2009, Registration No. 333-160433)
	4.13			Tenth Supplemental Indenture (to Senior Indenture), dated August 8, 2016 (incorporated by reference to Exhibit 4.1 to the Company and the Operating Partnership’s Current Report on Form 8-K, filed on August 8, 2016)
	4.14			First Amendment to Tenth Supplemental Indenture (to Senior Indenture), dated October 13, 2016 (incorporated by reference to Exhibit 4.1 to the Company and the Operating Partnership’s Current Report on Form 8-K, filed on October 13, 2016)
	4.15			Eleventh Supplemental Indenture (to Senior Indenture), dated July 3, 2017 (incorporated by reference to Exhibit 4.1 to the Company and the Operating Partnership’s Current Report on Form 8-K, filed on July 3, 2017)
	4.16			Twelfth Supplemental Indenture (to Senior Indenture), dated August 10, 2021 (incorporated by reference to Exhibit 4.1 to the Company’s and Operating Partnership’s Current Report on Form 8-K filed on August 10, 2021)
	5.1			Opinion of Troutman Pepper Locke LLP regarding the validity of the securities*
	8.1			Opinion of Troutman Pepper Locke LLP regarding tax matters*
	23.1			Consent of Deloitte & Touche LLP (Tanger Inc.)*
	23.2			Consent of Deloitte & Touche LLP (Tanger Properties Limited Partnership)*
	23.3			Consent of Troutman Pepper Locke LLP (included in Exhibit 5.1)
	23.4			Consent of Troutman Pepper Locke LLP (included in Exhibit 8.1)
	24			Power of Attorney (included on signature page in Part II of the Registration Statement)
	25			Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of U.S. Bank, National Association (as successor in interest to State Street Bank and Trust Company), as trustee under the indenture filed as Exhibit 4.4 above*
	107			Filing Fee Table*

Signature	Title	Date
/s/ Stephen J. Yalof Stephen J. Yalof	Director, President, and Chief Executive Officer (Principal Executive Officer)	February 26, 2026
/s/ Michael J. Bilerman Michael J. Bilerman	Executive Vice President, Chief Financial Officer and Chief Investment Officer (Principal Financial Officer)	February 26, 2026
/s/ Thomas J. Guerrieri Jr. Thomas J. Guerrieri Jr.	Senior Vice President, Chief Accounting Officer (Principal Accounting Officer)	February 26, 2026
/s/ Steven B. Tanger Steven B. Tanger	Chair of the Board	February 26, 2026
/s/ Bridget M. Ryan-Berman Bridget M. Ryan-Berman	Lead Director	February 26, 2026
/s/ Jeffrey B. Citrin Jeffrey B. Citrin	Director	February 26, 2026
/s/ Sandeep L. Mathrani Sandeep L. Mathrani	Director	February 26, 2026
/s/ Thomas J. Reddin Thomas J. Reddin	Director	February 26, 2026
/s/ Susan E. Skerritt Susan E. Skerritt	Director	February 26, 2026
/s/ Sonia Syngal Sonia Syngal	Director	February 26, 2026
/s/ Luis A. Ubiñas Luis A. Ubiñas	Director	February 26, 2026

North Carolina	56-1822492
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

	12/31/2025
Assets
Cash and Balances Due From Depository Institutions	$	2,035,855
Securities		4,696
Federal Funds		0
Loans & Lease Financing Receivables		0
Fixed Assets		623
Intangible Assets		574,084
Other Assets		173,370
Total Assets	$	2,788,628

Liabilities
Deposits	$	0
Fed Funds		0
Treasury Demand Notes		0
Trading Liabilities		0
Other Borrowed Money		0
Acceptances		0
Subordinated Notes and Debentures		0
Other Liabilities		237,596
Total Liabilities	$	237,596

Equity
Common and Preferred Stock		200
Surplus		1,171,635
Undivided Profits		1,379,197
Minority Interest in Subsidiaries		0
Total Equity Capital	$	2,551,032

Total Liabilities and Equity Capital	$	2,788,628

	By:	/s/ James H. Byrnes
		James H. Byrnes
		Vice President