Stein Justin C 4
4 · TANGER INC. · Filed Mar 23, 2026
Research Summary
AI-generated summary of this filing
Tanger (SKT) EVP Justin Stein Receives 24,835 Shares; 6,337 Withheld
What Happened
Justin C. Stein, EVP & Chief Revenue Officer of Tanger Inc. (SKT), had 24,835 notional/performance units convert into 24,835 restricted common shares on March 20, 2026. The conversion had a $0 exercise price (no cash paid). Of the 24,835 shares, 12,418 vested immediately and 6,337 restricted shares were withheld to satisfy tax withholding obligations (value of withheld shares: 6,337 × $35.48 = $224,837). The remaining 50% (about 12,417 shares) will vest on March 15, 2027, subject to continued employment.
Key Details
- Transaction date: March 20, 2026; Form 4 filed March 23, 2026 (timely).
- Acquired: 24,835 restricted shares on conversion of notional/performance units (code M; $0 exercise price).
- Withheld/disposed for taxes: 6,337 shares at $35.48 each, totaling $224,837 (code F).
- Vesting: 50% vested March 20, 2026 (12,418 shares); remaining 50% vests March 15, 2027, contingent on employment.
- Performance: Footnotes state 100% of both the absolute and relative performance portions were earned based on a 3-year TSR performance measurement (Mar 14, 2023–Mar 13, 2026). Performance metrics and peer-relative thresholds determined conversion.
- Shares owned after transaction: Not specified in the provided filing excerpt.
Context
This was a conversion of performance/notional units into restricted shares (not an open-market purchase or discretionary sale). The withholding of 6,337 shares was a tax-withholding action to cover tax liability on vested restricted shares, not an independent market sale. The filing indicates the performance award was fully earned under the TSR and peer-group conditions described in the footnotes.
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1]2026-03-20+24,835→ 71,094 total - Tax Payment
Common Stock
[F2]2026-03-20$35.48/sh−6,337$224,837→ 64,757 total - Exercise/Conversion
Notional Units
[F3][F4][F5]2026-03-20−24,835→ 0 total→ Common Stock (24,835 underlying)
Footnotes (5)
- [F1]Represents restricted common shares received from the conversion of notional units. Based on the share price targets achieved, each notional unit was converted into one restricted common share. 50% of the shares vested on March 20, 2026 and the remaining 50% will vest on March 15, 2027, contingent upon continued employment with the Tanger Inc. (the "Company") through the vesting dates.
- [F2]This forfeiture was undertaken solely to satisfy a tax withholding liability related to the vesting of shares held by the reporting person. On March 20, 2026, 12,418 restricted shares vested, with 6,337 shares withheld to cover tax withholding liability.
- [F3]100% of the absolute and relative portions were actually earned.
- [F4]Represents notional units, each of which converted into an equivalent number of restricted common shares based on the Company's share price appreciation inclusive of all dividends (TSR), and its TSR relative to its peer group, over the three-year measurement period from March 14, 2023 through March 13, 2026.
- [F5]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.