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Simon Property Group

Simon Property GroupSPGEarnings & Financial Report

NYSE · Real Estate · Retail REITs

Simon Media Properties, LLC, doing business as Simon Property Group, Inc., is an American real estate investment trust that invests in shopping malls, outlet centers, and community/lifestyle centers. It is the largest owner of shopping malls in the United States and is headquartered in Indianapolis, Indiana. As of December 31, 2024, it owned interests in 232 properties.

What changed in Simon Property Group's 10-K — 2024 vs 2025

Top changes in Simon Property Group's 2025 10-K

476 paragraphs added · 484 removed · 409 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

24 edited+4 added−3 removed65 unchanged
Mr. Rulli serves as Simon’s Chief Administrative Officer. Mr. Rulli joined Melvin Simon & Associates, Inc., or MSA, in 1988 and held various positions with MSA and Simon thereafter. Mr. Rulli became Chief Administrative Officer in 2007 and was promoted to Senior Executive Vice President in 2011. Mr. Fivel serves as Simon’s General Counsel and Secretary.
Rulli joined Melvin Simon & Associates, Inc., or MSA, in 1988 and held various positions with MSA and Simon thereafter. Mr. Rulli became Chief Administrative Officer in 2007 and was promoted to Senior Executive Vice President in 2011. Mr. Fivel serves as Simon’s General Counsel and Secretary.
The following corporate governance documents are also available through the “About Simon/Investor Relations/ Governance” section of our Internet website or may be obtained in print form by request of our Investor Relations Department: Governance Principles, Code of Business Conduct and Ethics, Audit Committee Charter, Compensation and Human Capital Committees Charter, and Governance and Nominating Committee Charter.
The following corporate governance documents are also available through the “About Simon/Investor Relations/ Governance” section of our Internet website or may be obtained in print form by request of our Investor Relations Department: Governance Principles, Code of Business Conduct and Ethics, Audit Committee Charter, Compensation and Human Capital Committee Charter, and Governance and Nominating Committee Charter.
REITs will generally not be liable for U.S. federal corporate income taxes as long as they distribute not less than 100% of their REIT taxable income. Simon Property Group, L.P. is our majority-owned Delaware partnership subsidiary that owns directly or indirectly all of our real estate properties and other assets.
REITs will generally not be liable for U.S. federal corporate income taxes as long as they distribute not less than 100% of their REIT taxable income. Simon Property Group, L.P. is our majority-owned Indiana partnership subsidiary that owns directly or indirectly all of our real estate properties and other assets.
For a description of our operational strategies and developments in our business during 2024, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-K. Other Policies The following is a discussion of our investment policies, financing policies, conflict of interest policies and policies with respect to certain other activities.
For a description of our operational strategies and developments in our business during 2025, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-K. Other Policies The following is a discussion of our investment policies, financing policies, conflict of interest policies and policies with respect to certain other activities.
The Operating Partnership also has available a global unsecured commercial paper note program, or Commercial Paper program, of $2.0 billion, or the non-U.S. dollar equivalent thereof. The Operating Partnership may issue unsecured commercial paper notes, denominated in U.S. dollars, Euro and other currencies.
The Operating Partnership also has available a global unsecured commercial paper program, or Commercial Paper program, of $2.0 billion, or the non-U.S. dollar equivalent thereof. The Operating Partnership may issue unsecured commercial paper, denominated in U.S. dollars, Euro and other currencies.
As of December 31, 2024, we are not aware of any environmental conditions or material costs of complying with environmental or other regulations that would have a material adverse effect on our overall business, financial condition, or results of operations.
As of December 31, 2025, we are not aware of any environmental conditions or material costs of complying with environmental or other regulations that would have a material adverse effect on our overall business, financial condition, or results of operations.
However, it is possible that we are not aware of, or may become subject to, potential environmental liabilities or material costs of complying with governmental regulations that could be material. See further discussion in Item 1A.
However, it is possible that we are not aware of, or may become subject to, potential environmental liabilities or material costs of complying with governmental regulations that could be material. See further discussion in Item 1A. Risk Factors.
The Supplemental Facility includes a facility fee determined by the Company’s corporate credit rating of between 0.100% and 0.300% on the aggregate revolving commitments under the Supplemental Facility. Based upon our current credit ratings, the interest rate on the Supplemental Facility is SOFR plus 72.5 basis points, plus a spread adjustment to account for the transition from LIBOR to SOFR.
The Supplemental Facility includes a facility fee determined by the Company’s corporate credit rating of between 0.100% and 0.300% on the aggregate revolving commitments under the Supplemental Facility. Based upon our current credit ratings, the interest rate on the Supplemental Facility is SOFR plus 70.0 basis points, plus a spread adjustment to account for the transition from LIBOR to SOFR.
The Credit Facility includes a facility fee determined by our corporate credit rating of between 0.100% and 0.300% on the aggregate revolving commitments under the Credit Facility. Based upon our current credit ratings, the interest rate on the Credit Facility is SOFR plus 72.5 basis points, plus a spread adjustment to account for the transition from LIBOR to SOFR.
The Credit Facility includes a facility fee determined by our corporate credit rating of between 0.100% and 0.300% on the aggregate revolving commitments under the Credit Facility. Based upon our current credit ratings, the interest rate on the Credit Facility is SOFR plus 70.0 basis points, plus a spread adjustment to account for the transition from LIBOR to SOFR.
Item 1. Business Simon Property Group, Inc. is a Delaware corporation that operates as a self-administered and self-managed real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code.
Item 1. Business Simon Property Group, Inc. is an Indiana corporation that operates as a self-administered and self-managed real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code.
McDade serves as Simon’s Executive Vice President and Chief Financial Officer. Mr. McDade joined Simon in 2007 as the Director of Capital Markets and was promoted to Senior Vice President of Capital Markets in 2013 and Treasurer in 2014. He was promoted to Executive Vice President and Chief Financial Officer in 2018. Mr.
McDade serves as Simon’s Executive Vice President and Chief Financial Officer. Mr. McDade joined Simon in 2007 as the Director of Capital Markets and was promoted to Senior Vice President of Capital Markets in 2013 and Treasurer in 2014. He was promoted to Executive Vice President and Chief Financial Officer in 2018. 10 Table of Contents Mr.
Human Capital At December 31, 2024, we and our affiliates employed approximately 3,000 persons at various properties and offices throughout the United States, of which approximately 400 were part-time. Approximately 1,000 of these employees were located at our corporate headquarters in Indianapolis, Indiana. We believe our employees are the driving force behind our success.
Human Capital At December 31, 2025, we and our affiliates employed approximately 3,600 persons at various properties and offices throughout the United States, of which approximately 500 were part-time. Approximately 1,000 of these employees were located at our corporate headquarters in Indianapolis, Indiana. We believe our employees are the driving force behind our success.
Reuille serves as Simon’s Senior Vice President and Chief Accounting Officer and prior to that as Simon’s Vice President and Corporate Controller. Mr. Reuille joined Simon in 2009 and was promoted to Senior Vice President and Chief Accounting Officer in 2018. 10 Table of Contents Mr. Frey serves as Simon’s Treasurer and Executive Vice President. Mr.
Reuille serves as Simon’s Senior Vice President and Chief Accounting Officer and prior to that as Simon’s Vice President and Corporate Controller. Mr. Reuille joined Simon in 2009 and was promoted to Senior Vice President and Chief Accounting Officer in 2018. Mr. Frey serves as Simon’s Treasurer and Executive Vice President. Mr.
A noncompetition agreement executed by Herbert Simon, Simon’s Chairman Emeritus, and a noncompetition agreement executed by David Simon, Simon’s Chairman, Chief Executive Officer and President, which remains in effect notwithstanding the expiration of David Simon’s employment agreement in 2019, contain covenants limiting their ability to participate in certain shopping center activities.
A noncompetition agreement executed by David Simon, Simon’s Chairman, Chief Executive Officer and President, which remains in effect notwithstanding the expiration of David Simon’s employment agreement in 2019, contains covenants limiting his ability to participate in certain shopping center activities.
There were no borrowings under the Supplemental Facility as of December 31, 2024; ● there were no outstanding borrowings of Commercial Paper notes as of December 31, 2024; and ● provided annual reports containing financial statements audited by our independent registered public accounting firm and quarterly reports containing unaudited financial statements to our security holders.
There were no borrowings under the Supplemental Facility as of December 31, 2025; ● there were $355.0 million outstanding borrowings under the Commercial Paper program as of December 31, 2025; and ● provided annual reports containing financial statements audited by our independent registered public accounting firm and quarterly reports containing unaudited financial statements to our security holders.
As of December 31, 2024, we owned or held an interest in 194 income-producing properties in the United States, which consisted of 92 malls, 70 Premium Outlets, 14 Mills, six lifestyle centers, and 12 other retail properties in 37 states and Puerto Rico.
As of December 31, 2025, we owned or held an interest in 212 income-producing properties in the United States, which consisted of 108 malls, 70 Premium Outlets, 16 Mills, six lifestyle centers, and 12 other retail properties in 38 states and Puerto Rico.
On February 8, 2024, Simon’s Board of Directors authorized a new common stock repurchase program which replaced the prior repurchase program immediately, where the Company may purchase up to $2.0 billion of its common stock over the next 24 months. As Simon repurchases shares under these programs, the Operating Partnership repurchases an equal number of units from Simon.
On February 5, 2026, Simon’s Board of Directors authorized a new common stock repurchase program, which replaced the prior repurchase program immediately, where the Company may purchase up to $2.0 billion of its common stock during the period ending February 29, 2028. As Simon repurchases shares under these programs, the Operating Partnership repurchases an equal number of units from Simon.
Available Information Simon is a large accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended, or the Exchange Act) and is required, pursuant to Item 101 of Regulation S-K, to provide certain information regarding our website and the availability of certain documents filed with or furnished to the Securities and Exchange Commission, or the SEC.
Corporate Headquarters Our corporate headquarters are located at 225 West Washington Street, Indianapolis, Indiana 46204, and our telephone number is (317) 636-1600. 9 Table of Contents Available Information Simon is a large accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended, or the Exchange Act) and is required, pursuant to Item 101 of Regulation S-K, to provide certain information regarding our website and the availability of certain documents filed with or furnished to the Securities and Exchange Commission, or the SEC.
As of December 31, 2024, we also owned a 22.4% equity stake in Klépierre SA, or Klépierre, a publicly traded, Paris-based real estate company, which owns, or has an interest in, shopping centers located in 14 countries in Europe.
Internationally, as of December 31, 2025, we had ownership interests in 42 properties primarily located in Asia, Europe and Canada. As of December 31, 2025, we also owned a 22.2% equity stake in Klépierre SA, or Klépierre, a publicly traded, Paris-based real estate company, which owns, or has an interest in, shopping centers located in 13 countries in Europe.
Simon has served as the Chairman of Simon’s Board of Directors since 2007, Chief Executive Officer of Simon or its predecessor since 1995 and assumed the position of President in 2019. Mr. Simon has also been a director of Simon or its predecessor since its incorporation in 1993. Mr. Simon was the President of Simon’s predecessor from 1993 to 1996.
Simon has also been a director of Simon or its predecessor since its incorporation in 1993. Mr. Simon was the President of Simon’s predecessor from 1993 to 1996. Mr. Eli Simon has served as Simon’s Chief Operating Officer since 2025. Mr.
Information about our Executive Officers The following table sets forth certain information with respect to Simon’s executive officers as of February 21, 2025. ​ ​ ​ ​ ​ Name Age Position David Simon 63 Chairman of the Board, Chief Executive Officer and President John Rulli 68 Chief Administrative Officer Steven E. Fivel 64 General Counsel and Secretary Brian J.
Information about our Executive Officers The following table sets forth certain information with respect to Simon’s executive officers as of February 25, 2026. ​ ​ ​ ​ ​ Name ​ ​ ​ Age ​ ​ ​ Position David Simon 64 Chairman of the Board, Chief Executive Officer and President Eli Simon ​ 38 ​ Director, Executive Vice President and Chief Operating Officer John Rulli 69 Chief Administrative Officer Steven E.
Under the program, the Company could purchase up to $2.0 billion of its common stock during the two-year period ending May 16, 2024 in open market or privately negotiated transactions, at prices that the Company deemed appropriate and subject to market conditions, applicable law, and other factors deemed relevant in the Company’s sole discretion.
On February 8, 2024, Simon’s Board of Directors authorized a common stock repurchase program which replaced the prior repurchase program immediately, where the Company was permitted to purchase up to $2.0 billion of its common stock during the two-year period ending February 15, 2026 in the open market or privately negotiated transactions at prices that the Company deemed appropriate and subject to market conditions, applicable law, and other factors deemed relevant in the Company’s sole discretion.
We believe that there are numerous factors that make our properties highly desirable to retailers, including: ● the quality, location and variety of tenants of our properties; ● our management and operational expertise; ● our extensive experience and relationships with tenants, lenders and suppliers; ● our marketing initiatives and consumer focused strategic corporate alliances; and ● the efficiency and immediacy of physical retail. 8 Table of Contents Certain Activities During the past three years, we have: ● issued 57,680 shares of Simon common stock upon the exchange of units in the Operating Partnership; ● issued 871,680 restricted shares of Simon common stock and 689,202 long-term incentive performance units, or LTIP units, net of forfeitures, under the Simon Property Group, L.P. 2019 Stock Incentive Plan, or the 2019 Plan; ● purchased 3,103,755 shares of Simon common stock in the open market at an average price of $103.42 per share for $321.0 million pursuant to our repurchase program; ● issued 3,297,500 units in the Operating Partnership as part of the consideration for the acquisition of additional interests in TRG, bringing our noncontrolling ownership interest in TRG to 88%; ● redeemed 417,331 units in the Operating Partnership for $57.7 million at an average price of $138.18 per unit in cash; ● amended, restated, extended, and increased our existing $4.0 billion unsecured revolving credit facility on March 14, 2023 with a new $5.0 billion unsecured revolving credit facility. ● amended, restated, and extended our existing $3.5 billion unsecured revolving credit facility on September 19, 2024; ● borrowed a maximum amount of $325.1 million under the Credit Facilities; the outstanding amount of borrowings under the Credit Facility was $323.7 million as of December 31, 2024.
We believe that there are numerous factors that make our properties highly desirable to retailers, including: ● the quality, location and variety of tenants of our properties; ● our management and operational expertise; ● our extensive experience and relationships with tenants, lenders and suppliers; ● our marketing initiatives and consumer focused strategic corporate alliances; and ● the efficiency and immediacy of physical retail. 8 Table of Contents Certain Activities During the past three years, we have: ● issued 171,558 shares of Simon common stock upon the exchange of units in the Operating Partnership; ● issued 820,977 restricted shares of Simon common stock and 724,222 long-term incentive performance units, or LTIP units, net of forfeitures, under the Simon Property Group, L.P. 2019 Stock Incentive Plan, or the 2019 Plan; ● purchased 2,519,923 shares of Simon common stock in the open market at an average price of $145.81 per share for $367.4 million pursuant to a repurchase program; ● issued a combined total of 8,278,193 units in the Operating Partnership as part of the consideration for the acquisition of additional interests in TRG, which increased our ownership interest in TRG from 80% to 100%, as discussed in Notes 4 and 6; ● redeemed 444,101 units in the Operating Partnership for $63.1 million at an average price of $142.08 per unit in cash; ● borrowed a maximum amount of $1.0 billion under the Credit Facilities; the outstanding amount of borrowings under the Credit Facility was $460.0 million as of December 31, 2025.
McDade 45 Executive Vice President and Chief Financial Officer Adam J. Reuille 50 Senior Vice President and Chief Accounting Officer Donald G. Frey ​ 49 ​ Treasurer and Executive Vice President Kevin M. Kelly ​ 44 ​ Assistant General Counsel and Assistant Secretary ​ The executive officers of Simon serve at the pleasure of Simon’s Board of Directors. Mr.
Fivel 65 General Counsel and Secretary Brian J. McDade 46 Executive Vice President and Chief Financial Officer Adam J. Reuille 51 Senior Vice President and Chief Accounting Officer Donald G. Frey ​ 50 ​ Treasurer and Executive Vice President Kevin M.
Removed
We also own an 88% noncontrolling interest in The Taubman Realty Group, LLC, or TRG, which has an interest in 22 regional, super-regional, and outlet malls in the U.S. and Asia. Internationally, as of December 31, 2024, we had ownership interests in 35 Premium Outlets and Designer Outlet properties primarily located in Asia, Europe and Canada.
Added
As of December 31, 2024, and until October 31, 2025, we owned an 88% noncontrolling interest in The Taubman Realty Group, LLC, or TRG. As further discussed in Note 4 to the financial statements, on October 31, 2025, we acquired the remaining 12% interest which we did not previously own, or the TRG Acquisition.
Removed
On May 9, 2022, Simon’s Board of Directors authorized a common stock repurchase plan commencing on May 16, 2022.
Added
Kelly ​ 45 ​ Assistant General Counsel and Assistant Secretary ​ The executive officers of Simon serve at the pleasure of Simon’s Board of Directors. Mr. David Simon has served as the Chairman of Simon’s Board of Directors since 2007, Chief Executive Officer of Simon or its predecessor since 1995 and assumed the position of President in 2019. Mr.
Removed
Risk Factors. 9 Table of Contents Corporate Headquarters Our corporate headquarters are located at 225 West Washington Street, Indianapolis, Indiana 46204, and our telephone number is (317) 636-1600.
Added
Simon joined the Company in 2019, leading the company's investment strategy for both real estate and non-real estate investments, including new business sourcing, strategic corporate investments, and the execution of various real estate transactions. Before joining the company, Mr.
Added
Simon was the Principal and Head of North American Lodging at Och-Ziff Capital Management and Och-Ziff Real Estate, where he oversaw all lodging related investments, including asset and portfolio acquisitions, operating company investments, and lending opportunities. Mr. Rulli serves as Simon’s Chief Administrative Officer. Mr.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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To the extent that any or a portion of these conditions occur, they are likely to impact the retail industry, our retail tenants, the emergence of new tenants, our own investments in certain retailers and brands, the demand for retail space, market rents and rent growth, the vacancy levels at our properties, the value of our properties, which could directly or indirectly materially and adversely affect our financial condition, operating results and overall asset value.
To the extent that any or a portion of these conditions occur, they are likely to impact the retail industry, our retail tenants, the emergence of new tenants, our own investments in certain retailers and brands, the demand for retail space, market rents and rent growth, the vacancy levels at our properties, and the value of our properties, any of which could directly or indirectly materially and adversely affect our financial condition, operating results and overall asset value.
These risks, and the potential impact thereof, may be exacerbated by the volume and complexity of such activity, as well as inflationary pressures, rising interest rates, supply chain disruptions and labor shortages. We may not be successful in pursuing acquisition, development or redevelopment/expansion opportunities.
These risks, and the potential impact thereof, may be exacerbated by the volume and complexity of such activity, as well as inflationary pressures, tariffs, rising interest rates, supply chain disruptions and labor shortages. We may not be successful in pursuing acquisition, development or redevelopment/expansion opportunities.
Any lease modification could be unfavorable to us as the lessor and could decrease current or future effective rents or expense recovery charges. Certain other tenants are entitled to modify the economic or other terms of, or terminate, their existing leases with us in the event of such closures.
Any lease modification could be unfavorable to us as the lessor and could decrease current or future effective rents or expense recovery charges. Certain other tenants could be entitled to modify the economic or other terms of, or terminate, their existing leases with us in the event of such closures.
The other owners have participating rights that we consider substantive for purposes of determining control over the joint venture properties’ assets. The remaining joint venture properties, Klépierre, TRG, and our other platform investments are managed by joint ventures in which we share control.
The other owners have participating rights that we consider substantive for purposes of determining control over the joint venture properties’ assets. The remaining joint venture properties, Klépierre and our other platform investments are managed by joint ventures in which we share control.
The failure to maintain Simon’s or the Subsidiary REITs’ qualifications as REITs or changes in applicable tax laws or regulations could result in adverse tax consequences. ● If the Operating Partnership fails to qualify as a partnership for federal income tax purposes, Simon will cease to qualify as a REIT and suffer other adverse consequences. 11 Table of Contents ● Complying with REIT requirements might cause us to forgo otherwise attractive acquisition opportunities or liquidate otherwise attractive investments. ● Our ownership of TRSs is subject to certain restrictions, and we will be required to pay a 100% penalty tax on certain income or deductions if our transactions with our TRSs are not conducted on arm’s-length terms. ● Dividends payable by REITs generally do not qualify for the reduced tax rates available for some dividends, which may negatively affect the value of our shares. ● The tax imposed on REITs engaging in “prohibited transactions” may limit our ability to engage in transactions which would be treated as sales for U.S. federal income tax purposes. ● REIT distribution requirements could adversely affect our liquidity and our ability to execute our business plan. ● Partnership tax audit rules could have a material adverse effect on us. ● Legislative, administrative, regulatory or other actions affecting REITs, including positions taken by the IRS, could have a material adverse effect on us and our investors. ● Provisions in Simon’s charter and by - laws and in the Operating Partnership’s partnership agreement could prevent a change of control. ● We have a substantial debt burden that could affect our future operations. ● The agreements that govern our indebtedness contain various covenants that impose restrictions on us that might affect our ability to operate freely. ● Disruption in the capital and credit markets may increase the cost of capital and may adversely affect our ability to access external financings for our growth and ongoing debt service requirements. ● Adverse changes in our credit ratings could affect our borrowing capacity and borrowing terms. ● An increase in interest rates would increase our interest costs on variable rate debt and could adversely impact our ability to refinance existing debt on attractive terms, or at all; our hedging interest rate protection arrangements may not effectively limit our interest rate risk. ● We have limited control with respect to some properties that are partially owned or managed by third parties, which may adversely affect our ability to sell or refinance them. ● The Operating Partnership guarantees debt or otherwise provides support for a number of joint venture properties. ● Our success depends, in part, on our ability to attract, motivate, retain and develop talented employees, and our failure to do so, including the loss of any one of our key personnel, could adversely impact our business. ● Artificial generative intelligence technologies present risks related to the control of our proprietary business information, keeping such information confidential, and emerging regulatory risk, any or all of which may adversely affect our business and results of operations. ● We face risks associated with security breaches through cyber-attacks, cyber intrusions or otherwise, as well as other significant disruptions of our computer systems, hardware, technology infrastructure, online sites and related systems. ● Our international activities may subject us to risks that are different from or greater than those associated with our domestic operations.
The failure to maintain Simon’s or the Subsidiary REITs’ qualifications as REITs or changes in applicable tax laws or regulations could result in adverse tax consequences. ● If the Operating Partnership fails to qualify as a partnership for federal income tax purposes, Simon will cease to qualify as a REIT and suffer other adverse consequences. ● Complying with REIT requirements might cause us to forgo otherwise attractive acquisition opportunities or liquidate otherwise attractive investments. ● Our ownership of TRSs is subject to certain restrictions, and we will be required to pay a 100% penalty tax on certain income or deductions if our transactions with our TRSs are not conducted on arm’s-length terms. ● Dividends payable by REITs generally do not qualify for the reduced tax rates available for some dividends, which may negatively affect the value of our shares. ● The tax imposed on REITs engaging in “prohibited transactions” may limit our ability to engage in transactions which would be treated as sales for U.S. federal income tax purposes. ● REIT distribution requirements could adversely affect our liquidity and our ability to execute our business plan. ● Partnership tax audit rules could have a material adverse effect on us. ● Legislative, administrative, regulatory or other actions affecting REITs, including positions taken by the IRS, could have a material adverse effect on us and our investors. ● Provisions in Simon’s charter and by - laws and in the Operating Partnership’s partnership agreement could prevent a change of control. ● We have a substantial debt burden that could affect our future operations. ● The agreements that govern our indebtedness contain various covenants that impose restrictions on us that might affect our ability to operate freely. ● Disruption in the capital and credit markets may increase the cost of capital and may adversely affect our ability to access external financings for our growth and ongoing debt service requirements. ● Adverse changes in our credit ratings could affect our borrowing capacity and borrowing terms. ● An increase in interest rates would increase our interest costs on variable rate debt and could adversely impact our ability to refinance existing debt on attractive terms, or at all; our hedging interest rate protection arrangements may not effectively limit our interest rate risk. ● We have limited control with respect to some properties that are partially owned or managed by third parties, which may adversely affect our ability to sell or refinance them. ● The Operating Partnership guarantees debt or otherwise provides support for a number of joint venture properties. ● Our success depends, in part, on our ability to attract, motivate, retain and develop talented employees, and our failure to do so, including the loss of any one of our key personnel, could adversely impact our business. ● Artificial generative intelligence technologies present risks related to the control of our proprietary business information, keeping such information confidential, and emerging regulatory risk, any or all of which may adversely affect our business and results of operations. ● We face risks associated with security breaches through cyber-attacks, cyber intrusions or otherwise, as well as other significant disruptions of our computer systems, hardware, technology infrastructure, online sites and related systems. ● Our international activities may subject us to risks that are different from or greater than those associated with our domestic operations. 12 Table of Contents Risks Related to Tenant Operations at Our Properties Conditions that adversely affect the general retail environment could materially and adversely affect us.
U.S. stockholders that are individuals, trusts and estates generally may deduct up to 20% of the ordinary dividends (e.g., dividends not designated as capital gain dividends or qualified dividend income) received from a REIT for taxable years beginning before January 1, 2026.
U.S. stockholders that are individuals, trusts and estates generally may deduct up to 20% of the ordinary dividends (e.g., dividends not designated as capital gain dividends or qualified dividend income) received from a REIT for taxable years beginning before January 1, 20 Table of Contents 2026.
Governments and other authorities could respond to epidemics, pandemics or other health crises, by imposing or re-imposing measures intended to control the spread of disease, including restrictions on freedom of movement, group gatherings and business operations such as travel bans, border closings, business closures, quarantines, stay-at-home, shelter-in-place orders, density limitations and social distancing measures.
Governments and other authorities could respond to epidemics, pandemics or other health crises, by imposing or re-imposing measures intended to control the spread of disease, including restrictions on freedom of movement, group gatherings and business operations 15 Table of Contents such as travel bans, border closings, business closures, quarantines, stay-at-home, shelter-in-place orders, density limitations and social distancing measures.
As a result of the increased bargaining power of creditworthy retail tenants, there may be downward pressure on our rental rates and occupancy levels, and this increased bargaining power may also result in us having to increase our spend on tenant improvements and potentially make other lease modifications in order to attract or retain tenants, any of which, in the aggregate, could materially and adversely affect us.
As a result of the increased bargaining power of creditworthy retail 14 Table of Contents tenants, there may be downward pressure on our rental rates and occupancy levels, and this increased bargaining power may also result in us having to increase our spend on tenant improvements and potentially make other lease modifications in order to attract or retain tenants, any of which, in the aggregate, could materially and adversely affect us.
Also, the failure of the Operating Partnership or any subsidiary partnership or limited liability company to qualify as a disregarded entity or partnership for applicable income tax purposes could cause it to become subject to federal and state corporate income tax, which would reduce significantly the amount of cash available for debt service and for distribution to its partners or members, including Simon.
Also, the failure of the Operating Partnership or any subsidiary partnership or limited liability company to qualify as a disregarded entity or partnership for applicable income tax purposes could cause 19 Table of Contents it to become subject to federal and state corporate income tax, which would reduce significantly the amount of cash available for debt service and for distribution to its partners or members, including Simon.
Additionally, our vendors may incorporate generative AI tools into their services and deliverables without disclosing this use to us, and the providers of these generative AI tools may not meet existing or rapidly evolving regulatory or industry standards with respect to privacy and data protection and may inhibit our or our vendors’ ability to maintain an adequate level of service and experience or confidentiality.
Additionally, our vendors may incorporate generative AI tools into their services and deliverables without disclosing this use to us, and the providers of these generative AI tools may not meet existing or rapidly evolving regulatory or industry standards with respect to privacy and data protection and may inhibit our or our vendors’ ability to maintain an adequate level of service and experience or 24 Table of Contents confidentiality.
Refer to the following pages of this section for additional details regarding these summarized risk factors and other additional risk factors identified by the Company. ● Conditions that adversely affect the general retail environment could materially and adversely affect us. ● Some of our properties depend on anchor stores or other large nationally recognized tenants to attract shoppers and we could be materially and adversely affected by the loss of one or more of these anchors or tenants. ● We face potential adverse effects from tenant bankruptcies. ● Vacant space at our properties could materially and adversely affect us. ● We may not be able to lease newly developed properties to or renew leases and relet space at existing properties with an appropriate mix of tenants or at desired rents, if at all. ● Acts of violence, civil unrest or criminal activity, actual or threatened terrorist attacks and inappropriate and unacceptable behavior by consumers at our properties could adversely affect our business operations. ● We face a wide range of competition that could affect our ability to operate profitably, including e-commerce, and the evolution of consumer preferences and purchasing habits. ● Epidemics, pandemics or other public health crisis, and governmental reactions thereto, could have a significant negative impact on our and our tenants’ business, financial condition, results of operations, cash flow and liquidity and our ability to access the capital markets, satisfy our debt service obligations and make distributions to our shareholders. ● Some of our properties are subject to potential natural or other disasters. ● We face risks associated with climate change. ● Some of our potential losses may not be covered by insurance. ● As owners of real estate, we can face liabilities for environmental contamination, and our efforts to identify environmental liabilities may not be successful. ● We face risks associated with the acquisition, development, redevelopment and expansion of properties. ● Real estate investments are relatively illiquid. ● Simon and certain subsidiaries of the Operating Partnership have elected to be taxed as REITs in the United States.
Refer to the following pages of this section for additional details regarding these summarized risk factors and other additional risk factors identified by the Company. ● Conditions that adversely affect the general retail environment could materially and adversely affect us. ● Some of our properties depend on anchor stores or other large nationally recognized tenants to attract shoppers and we could be materially and adversely affected by the loss of one or more of these anchors or tenants. ● We face potential adverse effects from tenant bankruptcies. ● Vacant space at our properties could materially and adversely affect us. ● We may not be able to lease new or redeveloped properties to or renew leases and relet space at existing properties with an appropriate mix of tenants or at desired rents, if at all. ● Acts of violence, civil unrest or criminal activity, actual or threatened terrorist attacks and inappropriate and unacceptable behavior by visitors at our properties could adversely affect our business operations. ● We face a wide range of competition that could affect our ability to operate profitably, including e-commerce, as well as evolving consumer preferences and purchasing habits. ● Epidemics, pandemics or other public health crisis, and governmental reactions thereto, could have a significant negative impact on our and our tenants’ business, financial condition, results of operations, cash flow and liquidity and our ability to access the capital markets, satisfy our debt service obligations and make distributions to our shareholders. ● Some of our properties are subject to potential natural or other disasters. ● We face risks associated with climate change. ● Some of our potential losses may not be covered by insurance. ● As owners of real estate, we can face liabilities for environmental contamination, and our efforts to identify environmental liabilities may not be successful. ● We face risks associated with the acquisition, development, redevelopment and expansion of properties. ● Real estate investments are relatively illiquid. 11 Table of Contents ● Simon and certain subsidiaries of the Operating Partnership have elected to be taxed as REITs in the United States.
We face a wide range of competition that could affect our ability to operate profitably, including e-commerce, and the evolution of consumer preferences and purchasing habits. Our properties compete with other forms of retailing such as pure online retail websites as well as other types of retail properties such as single user freestanding discounters (Costco, Walmart and Target).
We face a wide range of competition that could affect our ability to operate profitably, including e-commerce, as well as evolving consumer preferences and purchasing habits. Our properties compete with other forms of retailing such as pure online retail websites as well as other types of retail properties such as single user freestanding discounters (Costco, Walmart and Target).
If we elect to pursue a “mixed use” 14 Table of Contents redevelopment we expose ourselves to risks associated with each non-retail use (e.g., office, residential, hotel and entertainment), and the performance of our retail tenants in such properties may be negatively impacted by delays in opening and/or the performance of such non-retail uses.
If we elect to pursue a “mixed use” redevelopment we expose ourselves to risks associated with each non-retail use (e.g., office, residential, hotel and entertainment), and the performance of our retail tenants in such properties may be negatively impacted by delays in opening and/or the performance of such non-retail uses.
The occurrence of any of the foregoing risks could have a material adverse effect on us. In addition, our processing of Confidential Information, including personally identifiable information, subjects us to various federal, state and local laws, regulations and industry standards governing the collection, use, storage, sharing, transmission and other processing of personal information.
The occurrence of any of the foregoing risks could have a material adverse effect on us. 25 Table of Contents In addition, our processing of Confidential Information, including personally identifiable information, subjects us to various federal, state and local laws, regulations and industry standards governing the collection, use, storage, sharing, transmission and other processing of personal information.
As pressure on these department stores and other national retailers increases, their ability to maintain their stores, meet their obligations both to us and to their external lenders and suppliers, withstand takeover attempts or avoid bankruptcy and/or liquidation may be impaired and result in closures of their stores or their 13 Table of Contents seeking of a lease modification with us.
As pressure on these department stores and other national retailers increases, their ability to maintain their stores, meet their obligations both to us and to their external lenders and suppliers, withstand takeover attempts or avoid bankruptcy and/or liquidation may be impaired and result in closures of their stores or their seeking of a lease modification with us.
Moreover, if a property is mortgaged, we may not be able to obtain a release of the lien on that property without the payment of the associated debt and/or a substantial prepayment penalty, which could restrict our ability to dispose of the property, even though the sale might otherwise be desirable.
Moreover, if a property is mortgaged, we may not be able to obtain a release 18 Table of Contents of the lien on that property without the payment of the associated debt and/or a substantial prepayment penalty, which could restrict our ability to dispose of the property, even though the sale might otherwise be desirable.
Acts of violence, civil unrest or criminal activity, actual or threatened terrorist attacks and inappropriate and unacceptable behavior by consumers at our properties could adversely affect our business operations.
Acts of violence, civil unrest or criminal activity, actual or threatened terrorist attacks and inappropriate and unacceptable behavior by visitors at our properties could adversely affect our business operations.
Additionally, the occurrence of natural disasters at our corporate headquarters or one of our satellite offices could affect our ability to carry on business functions that are critical to our financial and operational viability. 16 Table of Contents We face risks associated with climate change.
Additionally, the occurrence of natural disasters at our corporate headquarters or one of our satellite offices could affect our ability to carry on business functions that are critical to our financial and operational viability. We face risks associated with climate change.
New legislation, Treasury regulations, administrative interpretations or court decisions could significantly and negatively affect the ability of Simon and the Subsidiary REITs to qualify to be taxed as REITs and/or the U.S. federal income tax consequences to us and our investors of such qualification.
New 21 Table of Contents legislation, Treasury regulations, administrative interpretations or court decisions could significantly and negatively affect the ability of Simon and the Subsidiary REITs to qualify to be taxed as REITs and/or the U.S. federal income tax consequences to us and our investors of such qualification.
Other 21 Table of Contents provisions of Simon’s charter and by-laws could have the effect of delaying or preventing a change of control even if some of Simon’s stockholders or the Operating Partnership’s unitholders or preferred unitholders deem such a change to be in their best interests.
Other provisions of Simon’s charter and by-laws could have the effect of delaying or preventing a change of control even if some of Simon’s stockholders or the Operating Partnership’s unitholders or preferred unitholders deem such a change to be in their best interests.
Our access to financing depends on our credit ratings, the willingness of lending institutions and other debt investors to grant credit to us and conditions in the capital markets in general, which can impact both our cost of capital and, to a lesser degree, our ability to access capital.
Our access to financing depends on our credit ratings, the willingness of lending institutions and other debt investors to grant credit to us 22 Table of Contents and conditions in the capital markets in general, which can impact both our cost of capital and, to a lesser degree, our ability to access capital.
There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our systems and information. 25 Table of Contents Our international activities may subject us to risks that are different from or greater than those associated with our domestic operations.
There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our systems and information. Our international activities may subject us to risks that are different from or greater than those associated with our domestic operations.
We may not be able to lease newly developed properties to or renew leases and relet space at existing properties with an appropriate mix of tenants or at desired rents, if at all. We may not be able to lease new properties to an appropriate mix of tenants that generates optimal customer traffic.
We may not be able to lease new or redeveloped properties to or renew leases and relet space at existing properties with an appropriate mix of tenants or at desired rents, if at all. We may not be able to lease new or redeveloped properties to an appropriate mix of tenants that generates optimal customer traffic.
As a 19 Table of Contents result, we might be required to liquidate or forgo otherwise attractive investments. These actions could have the effect of reducing our income and amounts available for distribution to equity holders.
As a result, we might be required to liquidate or forgo otherwise attractive investments. These actions could have the effect of reducing our income and amounts available for distribution to equity holders.
Our primary source of revenue is derived from retail tenants which means that we could be materially and adversely affected by conditions that materially and adversely affect the retail environment generally, including, without limitation: ● domestic issues, such as government policies and regulations, tariffs, energy prices, market dynamics, rising interest rates, inflation and limited growth in consumer income as well as from actual or perceived changes in economic conditions, which can result from global events such as international trade disputes, a foreign debt crisis, foreign currency volatility, natural disasters, war, such as the war in Ukraine and the conflict in Israel, 12 Table of Contents Gaza and surrounding areas, epidemics and pandemics, the fear of spread of contagious diseases, civil unrest and terrorism; ● levels of consumer spending, changes in consumer confidence, income levels, and fluctuations in seasonal spending in the United States and internationally; ● supply chain disruptions and labor shortages; ● consumers avoiding in-person shopping generally, or at certain properties, due to a heightened level of concern for safety in public places, whether due to consumer perception of increased risk of criminal activity and civil unrest, including acts of terrorism, riots, random acts of violence, mass shootings, organized retail crime or inappropriate or unacceptable behavior of other patrons, or due to heightened sensitivity to risks associated with transmission of disease; ● consumer perceptions of the safety, convenience and attractiveness of our properties; ● the impact on our retail tenants and demand for retail space at our properties from the increasing use of the Internet by retailers and consumers; ● the creditworthiness of our retail tenants and the availability of new creditworthy tenants and the related impact on our occupancy levels and lease income; ● local real estate conditions, such as an oversupply of, or reduction in demand for, retail space or retail goods, decreases in rental rates and declines in real estate values; ● the willingness of retailers to lease space in our properties at attractive rents, or at all; ● changes in regional and local economies, which may be affected by increased rates of unemployment, increased foreclosures, higher taxes, decreased tourism, industry slowdowns, adverse weather conditions, and other factors; ● increased operating costs and capital expenditures, whether from acquisitions, developments, redevelopments, replacing tenants or otherwise; ● reductions in international travel and tourism, resulting in fewer international retail consumers; ● changes in government policies and applicable laws and regulations, including tax, environmental, safety and zoning and political inefficiencies; and ● epidemics, pandemics or other public health crises and the governmental reaction thereto.
Our primary source of revenue is derived from retail tenants which means that we could be materially and adversely affected by conditions that materially and adversely affect the retail environment generally, including, without limitation: ● macroeconomic and geopolitical conditions, including implemented and threatened tariffs, retaliatory tariffs and trade disputes, energy prices, market dynamics, rising or elevated interest rates, inflation, government policies and regulations, and growth levels of consumer income, consumer perception of such conditions, and the impact on such conditions from global events such as a foreign debt crisis, foreign currency volatility, natural disasters, war, such as the war in Ukraine and the conflict in Israel, Gaza and the surrounding areas, epidemics and pandemics, the fear of spread of contagious disease, civil unrest and terrorism ; ● levels of consumer spending, changes in consumer preferences, income levels, and fluctuations in seasonal spending in the United States and internationally; ● supply chain disruptions and labor shortages; ● consumers avoiding in-person shopping generally, or at certain properties, due to a heightened level of concern for safety in public places, whether due to consumer perception of increased risk of criminal activity and civil unrest, including acts of terrorism, riots, random acts of violence, mass shootings, organized retail crime or inappropriate or unacceptable behavior of other patrons, or due to heightened sensitivity to risks associated with transmission of disease; ● consumer perceptions of the safety, convenience and attractiveness of our properties; ● the impact on our retail tenants and demand for retail space at our properties from the increasing use of the Internet by retailers and consumers; ● the creditworthiness of our retail tenants and the availability of new creditworthy tenants and the related impact on our occupancy levels and lease income; ● local real estate conditions, such as an oversupply of, or reduction in demand for, retail space or retail goods, decreases in rental rates and declines in real estate values; ● the willingness of retailers to lease space in our properties at attractive rents, or at all; ● changes in regional and local economies, which may be affected by increased rates of unemployment, increased foreclosures, higher taxes, decreased tourism, industry slowdowns, adverse weather conditions, and other factors; ● increased operating costs and capital expenditures, whether from acquisitions, developments, redevelopments, replacing tenants or otherwise; ● reductions in international travel and tourism, resulting in fewer international retail consumers; ● changes in government policies and applicable laws and regulations, including tax, environmental, safety and zoning and political inefficiencies; and ● epidemics, pandemics or other public health crises and the governmental reaction thereto.
We apply the equity method of accounting to the other 79 properties (the joint venture properties) and our investments in Klépierre (a publicly traded, Paris-based real estate company), The Taubman Realty Group, LLC, or TRG, as well as our investments in certain entities involved in retail operations, such as Catalyst Brands LLC; an e-commerce venture Rue Gilt Groupe, or RGG, and Jamestown (a global real estate investment and management company), collectively, our other platform investments.
We apply the equity method of accounting to the other 88 properties (the joint venture properties), our investments in Klépierre (a publicly traded, Paris-based real estate company), as well as our investments in certain entities involved in retail operations, such as Catalyst Brands LLC; an e-commerce venture Rue Gilt Groupe, or RGG, and Jamestown (a global real estate investment and management company), collectively, our other platform investments.
We depend on external financings, principally debt financings, to fund the growth of our business, execute on our business model, and to ensure that we can meet ongoing maturities of our outstanding debt.
We depend on free cash flow and external financings, principally debt financings, to fund the growth of our business, execute on our business model, and to ensure that we can meet ongoing maturities of our outstanding debt.
We serve as general partner or property manager for 48 of these 79 joint venture properties; however, certain major decisions, such as approving the operating budget and selling, refinancing, and redeveloping the properties, require the consent of the other owners.
We serve as general partner or property manager for 51 of these 88 joint venture properties; however, certain major decisions, such as approving the operating budget and selling, refinancing, and redeveloping the properties, require the consent of the other owners.
These risks include, but are not limited to: ● adverse effects of changes in exchange rates for foreign currencies; ● changes in foreign political and economic environments, regionally, nationally, and locally; ● impact from international trade disputes and the associated impact on our tenants’ supply chain and consumer spending levels; ● challenges of complying with a wide variety of foreign laws, including corporate governance, operations, taxes and litigation; ● the risk that we, our employees and/or agents could violate anti-bribery, anti-corruption and international trade laws in the U.S., such as the U.S.
These risks include, but are not limited to: ● adverse effects of changes in exchange rates for foreign currencies; ● changes in foreign political and economic environments, regionally, nationally, and locally; ● impact from threatened or implemented tariffs and international trade disputes and the associated impact on our tenants’ supply chain and consumer spending levels; ● challenges of complying with a wide variety of foreign laws, including corporate governance, operations, taxes and litigation, may lead to operating inefficiencies or increased costs ; ● the risk that we, our employees and/or agents could violate anti-bribery, anti-corruption and international trade laws in the U.S., such as the U.S.
As of December 31, 2024, the Operating Partnership guaranteed joint venture-related mortgage indebtedness of $109.8 million. A default by a joint venture under its debt obligations would expose us to liability under a guaranty.
As of December 31, 2025, the Operating Partnership guaranteed joint venture-related mortgage indebtedness of $118.8 million. A default by a joint venture under its debt obligations would expose us to liability under a guaranty.
In addition, some of our properties are located at or within a close proximity to tourist destinations, and these properties and our tenants’ businesses may be heavily and adversely impacted by reductions in travel and tourism resulting from travel bans or restrictions and general concern regarding the risk of travel. 15 Table of Contents Additionally, the impact of epidemics, pandemics or other public health crises, and governmental reactions thereto, on our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations and make distributions to our shareholders could depend on additional factors, including: ● the financial condition and viability of our tenants, and their ability or willingness to pay rent in full; ● state, local, federal and industry-initiated tenant relief efforts that may adversely affect landlords, including us, and their ability to collect rent and/or enforce remedies for the failure to pay rent; ● the increased popularity and further utilization of e-commerce; ● our ability to renew leases or re-lease available space in our properties on favorable terms or at all, including as a result of a deterioration in the economic and market conditions in the markets in which we own properties or due to restrictions intended to prevent the spread of disease, including any government mandated closures of businesses that frustrate our leasing activities; ● a severe and prolonged disruption and instability in the global financial markets, including the debt and equity capital markets, which may affect our or our tenants' ability to access capital necessary to fund our or their respective business operations or repay, refinance or renew maturing liabilities on a timely basis, on attractive terms, or at all and may adversely affect the valuation of financial assets and liabilities, any of which could affect our and our tenants' ability to meet liquidity and capital expenditure requirements; ● a refusal or failure of one or more lenders under our existing or future credit facilities to fund their respective financing commitment to us may affect our ability to access capital necessary to fund our business operations and to meet our liquidity and capital expenditure requirements; ● a reduction in the cash flows generated by our properties and the values of our properties that could result in impairments or limit our ability to dispose of them at attractive prices or obtain debt financing secured by our properties; ● the complete or partial closure of one or more of our tenants' manufacturing facilities or distribution centers, temporary or long-term disruption in our tenants' supply chains from local and international suppliers and/or delays in the delivery of our tenants' inventory, any of which could reduce or eliminate our tenants' sales, cause the temporary closure of our tenants' businesses, and/or result in their bankruptcy or insolvency; ● a negative impact on consumer discretionary spending caused by high unemployment levels, reduced economic activity or a severe or prolonged recession; ● our and our tenants' ability to manage our respective businesses to the extent our and their management or personnel (including on-site employees) are impacted in significant numbers or are otherwise not willing, available or allowed to conduct work, including any impact on our tenants' ability to deliver timely information to us that is necessary for us to make effective decisions; and ● our and our tenants' ability to ensure business continuity in the event our or our tenants' continuity of operations plan is (i) not effective or improperly implemented or deployed or (ii) compromised due to increased cyber and remote access activity during such epidemic, pandemic or other public health crisis.
Additionally, the impact of epidemics, pandemics or other public health crises, and governmental reactions thereto, on our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations and make distributions to our shareholders could depend on additional factors, including: ● the financial condition and viability of our tenants, and their ability or willingness to pay rent in full; ● state, local, federal and industry-initiated tenant relief efforts that may adversely affect landlords, including us, and their ability to collect rent and/or enforce remedies for the failure to pay rent; ● the increased popularity and further utilization of e-commerce; ● our ability to renew leases or re-lease available space in our properties on favorable terms or at all, including as a result of a deterioration in the economic and market conditions in the markets in which we own properties or due to restrictions intended to prevent the spread of disease, including any government mandated closures of businesses that frustrate our leasing activities; ● a severe and prolonged disruption and instability in the global financial markets, including the debt and equity capital markets, which may affect our or our tenants' ability to access capital necessary to fund our or their respective business operations or repay, refinance or renew maturing liabilities on a timely basis, on attractive terms, or at all and may adversely affect the valuation of financial assets and liabilities, any of which could affect our and our tenants' ability to meet liquidity and capital expenditure requirements; ● a refusal or failure of one or more lenders under our existing or future credit facilities to fund their respective financing commitment to us may affect our ability to access capital necessary to fund our business operations and to meet our liquidity and capital expenditure requirements; ● a reduction in the cash flows generated by our properties and the values of our properties that could result in impairments or limit our ability to dispose of them at attractive prices or obtain debt financing secured by our properties; ● the complete or partial closure of one or more of our tenants' manufacturing facilities or distribution centers, temporary or long-term disruption in our tenants' supply chains from local and international suppliers and/or delays in the delivery of our tenants' inventory, any of which could reduce or eliminate our tenants' sales, cause the temporary closure of our tenants' businesses, and/or result in their bankruptcy or insolvency; ● a negative impact on consumer discretionary spending caused by high unemployment levels, reduced economic activity or a severe or prolonged recession; ● our and our tenants' ability to manage our respective businesses to the extent our and their management or personnel (including on-site employees) are impacted in significant numbers or are otherwise not willing, available or allowed to conduct work, including any impact on our tenants' ability to deliver timely information to us that is necessary for us to make effective decisions; and ● our and our tenants' ability to ensure business continuity in the event our or our tenants' continuity of operations plan is (i) not effective or improperly implemented or deployed or (ii) compromised due to increased cyber and remote access activity during such epidemic, pandemic or other public health crisis. 16 Table of Contents To the extent any of these risks and uncertainties adversely impact us in the ways described above or otherwise, they may also have the effect of heightening many of the other risks described herein.
However, we cannot assure you that: ● previous environmental studies with respect to the portfolio reveal all potential environmental liabilities; ● any previous owner, occupant or tenant of a property did not create any material environmental condition not known to us; ● the current environmental condition of the portfolio will not be affected by tenants and occupants, by the condition of nearby properties, or by other unrelated third parties; or ● future uses or conditions (including, without limitation, changes in applicable environmental laws and regulations or the interpretation thereof) will not result in environmental liabilities. 17 Table of Contents We face risks associated with the acquisition, development, redevelopment and expansion of properties.
However, we cannot assure you that: ● previous environmental studies with respect to the portfolio reveal all potential environmental liabilities; ● any previous owner, occupant or tenant of a property did not create any material environmental condition not known to us; ● the current environmental condition of the portfolio will not be affected by tenants and occupants, by the condition of nearby properties, or by other unrelated third parties; or ● future uses or conditions (including, without limitation, changes in applicable environmental laws and regulations or the interpretation thereof) will not result in environmental liabilities.
Of the joint venture properties for which we do not serve as general partner or property manager, 24 are in our international joint ventures. These international properties are managed locally by joint ventures in which we share control of the properties with our partner.
Of the joint venture properties for which we do not serve as general partner or property manager, 29 are in our international joint ventures. These international properties are 23 Table of Contents managed locally by joint ventures in which we share control of the properties with our partner.
Bribery Act, which could result in criminal or civil sanctions and/or fines, negatively impact our reputation, or require us to incur significant expenses to investigate; ● differing lending practices; ● differences in cultures and consumer retail behavior; ● changes in applicable laws and regulations in the United States that affect international operations; ● changes in applicable laws and regulations in these foreign jurisdictions; ● difficulties in managing international operations; ● obstacles to the repatriation of earnings and cash; and ● labor discord, political or civil unrest, acts of terrorism, epidemics and pandemics, the fear of spread of contagious diseases, supply chain disruptions or the threat of international boycotts.
Bribery Act, which could result in criminal or civil sanctions and/or fines, negatively impact our reputation, or require us to incur significant expenses to investigate; ● differing lending practices; ● differences in cultures and consumer retail behavior may create operational complexity and result in inefficiencies ; ● changes in applicable laws and regulations in the United States that affect international operations; ● changes in applicable laws and regulations in these foreign jurisdictions; ● difficulties in managing international operations, in particular where our properties are held in joint ventures ; ● obstacles to the repatriation of earnings and cash; and ● labor discord, political or civil unrest, acts of terrorism, epidemics and pandemics, the fear of spread of contagious diseases, supply chain disruptions or the threat of international boycotts.
Risks Related to Indebtedness and the Financial Markets We have a substantial debt burden that could affect our future operations. As of December 31, 2024, our consolidated mortgages and unsecured indebtedness, excluding related premium, discount and debt issuance costs, totaled $24.5 billion.
Risks Related to Indebtedness and the Financial Markets We have a substantial debt burden that could affect our future operations. As of December 31, 2025, our consolidated mortgages and unsecured indebtedness, excluding related premium, discount and debt issuance costs, totaled $28.6 billion.
As of December 31, 2024, we held interests in consolidated and joint venture properties that operate in Austria, Canada, France, Italy, Germany, Japan, Malaysia, Mexico, the Netherlands, South Korea, Spain, Thailand, and the United Kingdom.
As of December 31, 2025, we held interests in consolidated and joint venture properties that operate in Austria, Canada, France, Germany, Indonesia, Italy, Japan, Malaysia, Mexico, the Netherlands, the People’s Republic of China, South Korea, Spain, Thailand, and the United Kingdom.
Our international activities represented approximately 5.4% of consolidated net income and 9.0% of our net operating income, or NOI, for the year ended December 31, 2024. To the extent that we expand our international activities, the above risks could increase in significance, which in turn could have a material adverse effect on us.
Our international activities represented approximately 2.3% of consolidated net income and 9.7% of our net operating income, or NOI, for the year ended December 31, 2025. To the extent that we expand our international activities, the above risks could increase in significance, which in turn could have a material adverse effect on us.
As of December 31, 2024, we had approximately $229.4 million of outstanding consolidated indebtedness that bears interest at variable rates, and we may incur more variable rate indebtedness in the future.
As of December 31, 2025, we had approximately $311.0 million of outstanding consolidated indebtedness that bears interest at variable rates, and we may incur more variable rate indebtedness in the future.
Although we do not intend to hold any properties that would be characterized as held for sale to customers in the ordinary course of our business, such characterization is a factual determination (unless a sale or disposition qualifies under certain statutory safe harbors), and no guarantee can be given that the IRS would agree with our characterization of our properties or that we will always be able to make use of the available safe harbors. 20 Table of Contents REIT distribution requirements could adversely affect our liquidity and our ability to execute our business plan.
Although we do not intend to hold any properties that would be characterized as held for sale to customers in the ordinary course of our business, such characterization is a factual determination (unless a sale or disposition qualifies under certain statutory safe harbors), and no guarantee can be given that the IRS would agree with our characterization of our properties or that we will always be able to make use of the available safe harbors.
We are subject to other risks in connection with any acquisition, development and redevelopment/expansion activities, including the following: ● we may not be able to obtain financing or to refinance loans on favorable terms, or at all; ● we may be unable to obtain zoning, occupancy or other governmental approvals; ● occupancy rates and rents may not meet our projections and the project may not be accretive; ● we may need the consent of third parties such as department stores, anchor tenants, mortgage lenders and joint venture partners, and those consents may be withheld; ● development, redevelopment or expansions may fail to appeal to the demographics of the communities they are intended to serve, including a failure to incorporate the appropriate blend of available space for tenants; ● we may not be able to integrate an acquisition into our existing operations successfully; and ● acquisitions of new properties will expose us to the liabilities of those properties, some of which we may not be aware of at the time of the acquisition.
We are subject to other risks in connection with any acquisition, development and redevelopment/expansion activities, including the following: ● we may not be able to obtain financing or to refinance loans on favorable terms, or at all; ● we may face construction delays or higher construction costs caused by potential increases in the cost of imported goods and materials due to threatened or implemented tariffs and international trade disputes, supply chain disruptions and/or shortages; ● we may be unable to obtain zoning, occupancy or other governmental approvals; ● occupancy rates and rents may not meet our projections and the project may not be accretive; ● we may need the consent of third parties such as department stores, anchor tenants, mortgage lenders and joint venture partners, and those consents may be withheld; ● development, redevelopment or expansions may fail to appeal to the demographics of the communities they are intended to serve, including a failure to incorporate the appropriate blend of available space for tenants; ● we may not be able to integrate an acquisition into our existing operations successfully; and ● acquisitions of new properties will expose us to the liabilities of those properties, some of which we may not be aware of at the time of the acquisition.
As of December 31, 2024, we owned interests in 99 income-producing properties with other parties. Of those, 20 properties are included in our consolidated financial statements.
As of December 31, 2025, we owned interests in 110 income-producing properties with other parties. Of those, 22 properties are included in our consolidated financial statements.
Additionally, a high interest rate environment, as we are currently experiencing, and which the Company believes will continue in 2025, could prevent us from accessing capital at attractive interest rates, which could adversely impact our ability to refinance existing debt at maturity as well as our ability to fund development and/or opportunistic acquisition activities.
Additionally, a high interest rate environment, could prevent us from accessing capital at attractive interest rates, which could adversely impact our ability to refinance existing debt at maturity as well as our ability to fund development and/or opportunistic acquisition activities.
We cannot assure you that we will be able to obtain the financing we need for the future growth of our business, execution on our business model or to meet our debt service requirements, or that a sufficient amount of financing will be available to us on favorable terms, or at all. 22 Table of Contents Adverse changes in our credit ratings could affect our borrowing capacity and borrowing terms.
We cannot assure you that we will be able to obtain the financing we need for the future growth of our business, execution on our business model or to meet our debt service requirements, or that a sufficient amount of financing will be available to us on favorable terms, or at all.
Sensitive, proprietary, or confidential information of the Company, our tenants and employees, could be used in a generative AI or machine learning application and we may be unable to control, safeguard, or prevent the use or misuse of such information Moreover, generative AI or machine learning models may create incomplete, inaccurate, or otherwise flawed outputs, some of which may be difficult to detect.
Sensitive, proprietary, or confidential information of the Company, our tenants and employees, could be used in a generative AI or machine learning application and we may be unable to control, safeguard, or prevent the use or misuse of such information.
The Operating Partnership’s outstanding senior unsecured notes, the Credit Facilities, the Commercial Paper program, and Simon’s preferred stock are periodically rated by nationally recognized credit rating agencies.
Adverse changes in our credit ratings could affect our borrowing capacity and borrowing terms. The Operating Partnership’s outstanding senior unsecured notes, the Credit Facilities, the Commercial Paper program, and Simon’s preferred stock are periodically rated by nationally recognized credit rating agencies.
While we occasionally enter into hedging agreements to manage our exposure to changes in foreign exchange rates, these agreements may not eliminate foreign currency risk entirely. We may pursue additional investment, ownership, development and redevelopment/expansion opportunities outside the United States. Such international activities carry risks that are different from those we face with our domestic properties and operations.
While we occasionally enter into hedging agreements to manage our exposure to changes in foreign exchange rates, these agreements may not eliminate foreign currency risk entirely. We may pursue additional investment, ownership, development and redevelopment/expansion opportunities outside the United States.
These environmental audits have not revealed, nor are we aware of, any environmental liability that we believe is reasonably likely to have a material adverse effect on us.
Nearly all of our U.S. properties have been subjected to Phase I or similar environmental audits. These environmental audits have not revealed, nor are we aware of, any environmental liability that we believe is reasonably likely to have a material adverse effect on us.
Accordingly, there can be no assurance that Simon or any of the Subsidiary REITs has operated in accordance with these requirements or will continue to operate in a manner so as to qualify or remain qualified as a REIT. 18 Table of Contents If Simon or any of the Subsidiary REITs fail to comply with those provisions, Simon or any such Subsidiary REIT may be subject to monetary penalties or ultimately to possible disqualification as REITs.
Accordingly, there can be no assurance that Simon or any of the Subsidiary REITs has operated in accordance with these requirements or will continue to operate in a manner so as to qualify or remain qualified as a REIT.
We also have an equity stake in Klépierre, a publicly traded European real estate company which operates in 14 countries in Europe, and in TRG, which has an interest in certain retail properties in Asia.
We also have an equity stake in Klépierre, a publicly traded European real estate company which operates in 13 countries in Europe.
We regularly acquire and develop new properties and redevelop and expand existing properties, and these activities are subject to various risks.
We face risks associated with the acquisition, development, redevelopment and expansion of properties. We regularly acquire and develop new properties and redevelop and expand existing properties, and these activities are subject to various risks.
Any of these outcomes could damage our reputation, result in the loss of valuable property and information, and adversely impact our business. We face risks associated with security breaches through cyber-attacks, cyber intrusions or otherwise, as well as other significant disruptions of our computer systems, hardware, technology infrastructure, online sites and related systems.
We face risks associated with security breaches through cyber-attacks, cyber intrusions or otherwise, as well as other significant disruptions of our computer systems, hardware, technology infrastructure, online sites and related systems.
Examples may include, retailers and restaurants not reporting curbside pick-up sales or online sales fulfilled with store inventory, and tenants reducing reported store sales by including online returns processed in the store Epidemics, pandemics or other public health crisis, and governmental reactions thereto, could have a significant negative impact on our and our tenants’ business, financial condition, results of operations, cash flow and liquidity and our ability to access the capital markets, satisfy our debt service obligations and make distributions to our shareholders.
Epidemics, pandemics or other public health crisis, and governmental reactions thereto, could have a significant negative impact on our and our tenants’ business, financial condition, results of operations, cash flow and liquidity and our ability to access the capital markets, satisfy our debt service obligations and make distributions to our shareholders.
Because of these issues, these models could lead us to make flawed decisions that could result in adverse consequences to us, including exposure to reputational and competitive harm, customer loss, and legal liability.
Moreover, generative AI or machine learning models may create incomplete, inaccurate, or otherwise flawed outputs, some of which may be difficult to detect. Because of these issues, these models could lead us to make flawed decisions that could result in adverse consequences to us, including exposure to reputational and competitive harm, customer loss, and legal liability.
Additionally, partners or other owners could have economic or other business interests or goals that are inconsistent with our own business interests or goals, and could be in a position to take actions contrary to our policies or objectives. 23 Table of Contents These investments, and other future similar investments, also have the potential risk of creating impasses on decisions, such as a sale, financing or development, because neither we nor our partner or other owner has full control over the partnership or joint venture.
These investments, and other future similar investments, also have the potential risk of creating impasses on decisions, such as a sale, financing or development, because neither we nor our partner or other owner has full control over the partnership or joint venture.
Additionally, the increase in online shopping may result in certain tenants underreporting sales at our properties which may materially and adversely impact our collection of overage rent.
Additionally, the increase in online shopping may result in certain tenants underreporting sales at our properties which may materially and adversely impact our collection of overage rent. Examples may include, retailers and restaurants not reporting curbside pick-up sales or online sales fulfilled with store inventory, and tenants reducing reported store sales by including online returns processed in the store.
Certain of our anchors and other tenants have ceased their operations, downsized their brick-and-mortar presence or failed to comply with their contractual obligations to us and others. Sustained adverse pressure on the results of department stores and other national retailers may have a similarly sustained adverse impact upon our own results.
Our properties are typically anchored by department stores and other large nationally recognized tenants. Certain of our anchors and other tenants have ceased their operations, downsized their brick-and-mortar presence or failed to comply with their contractual obligations to us and others.
Some of our properties depend on anchor stores or other large nationally recognized tenants to attract shoppers and we could be materially and adversely affected by the loss of one or more of these anchors or tenants. Our properties are typically anchored by department stores and other large nationally recognized tenants.
Over time, declines in our tenants’ reported sales performance can also negatively impact our ability to sign new and renewal leases at desired rents. 13 Table of Contents Some of our properties depend on anchor stores or other large nationally recognized tenants to attract shoppers and we could be materially and adversely affected by the loss of one or more of these anchors or tenants.
Although we believe that our portfolio is in substantial compliance with U.S. federal, state and local environmental laws and regulations regarding hazardous or toxic substances, this belief is based on limited testing. Nearly all of our U.S. properties have been subjected to Phase I or similar environmental audits.
The presence of hazardous or toxic substances, or the failure to remediate the related contamination, may also adversely affect our ability to sell, lease or redevelop a property or to borrow money using a property as collateral. 17 Table of Contents Although we believe that our portfolio is in substantial compliance with U.S. federal, state and local environmental laws and regulations regarding hazardous or toxic substances, this belief is based on limited testing.
To the extent any of these risks and uncertainties adversely impact us in the ways described above or otherwise, they may also have the effect of heightening many of the other risks described herein. Risks Related to Real Estate Holdings and Operations Some of our properties are subject to potential natural or other disasters.
Risks Related to Real Estate Holdings and Operations Some of our properties are subject to potential natural or other disasters.
Laws or regulations may prevent or limit our ability to use AI in our business, lead to regulatory fines or penalties, or require us to change our business practices. If we cannot use AI, or if our use is restricted, our business may be less efficient, or we may be at a 24 Table of Contents competitive disadvantage.
Despite the risks related to AI, many of our competitors, retailers and consumers are increasingly using AI in their decision-making processes. Laws or regulations may prevent or limit our ability to use AI in our business, lead to regulatory fines or penalties, or require us to change our business practices.
Removed
Risks Related to Tenant Operations at Our Properties Conditions that adversely affect the general retail environment could materially and adversely affect us.
Added
Sustained adverse pressure on the results of department stores and other national retailers may have a similarly sustained adverse impact upon our own results.
Removed
Over time, declines in our tenants’ reported sales performance can also negatively impact our ability to sign new and renewal leases at desired rents.
Added
In addition, some of our properties are located at or within a close proximity to tourist destinations, and these properties and our tenants’ businesses may be heavily and adversely impacted by reductions in travel and tourism resulting from travel bans or restrictions and general concern regarding the risk of travel.
Removed
The presence of hazardous or toxic substances, or the failure to remediate the related contamination, may also adversely affect our ability to sell, lease or redevelop a property or to borrow money using a property as collateral.
Added
If Simon or any of the Subsidiary REITs fail to comply with those provisions, Simon or any such Subsidiary REIT may be subject to monetary penalties or ultimately to possible disqualification as REITs.
Added
REIT distribution requirements could adversely affect our liquidity and our ability to execute our business plan.
Added
Additionally, partners or other owners could have economic or other business interests or goals that are inconsistent with our own business interests or goals, and could be in a position to take actions contrary to our policies or objectives.
Added
If we cannot use AI, if our use is restricted, or if we fail to adapt to changes from an increased use of AI, our business may be less efficient, or we may be at a competitive disadvantage. Any of these outcomes could damage our reputation, result in the loss of valuable property and information, and adversely impact our business.
Added
Such international activities carry risks that are different from, or may be of a different magnitude than, those we face with our domestic properties and operations.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

197 edited+24 added−34 removed17 unchanged
Properties The following property table summarizes certain data for our malls, Premium Outlets, The Mills, lifestyle centers and other retail properties located in the United States, including Puerto Rico, as of December 31, 2024. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ownership Interest ​ ​ ​ Year Built ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Expiration if ​ Legal ​ or ​ ​ ​ ​ ​ ​ ​ Property Name State City (CBSA) Lease) (3) Ownership Acquired Occupancy (5) Total GLA Selected Larger Retailers and Uses ​ Malls ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1.
Properties The following property table summarizes certain data for our malls, Premium Outlets, The Mills, lifestyle centers and other retail properties located in the United States, including Puerto Rico, as of December 31, 2025. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ownership Interest ​ ​ ​ Year Built ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Expiration if ​ Legal ​ or ​ ​ ​ ​ ​ ​ ​ Property Name ​ State ​ City (CBSA) ​ Lease) (3) ​ Ownership ​ Acquired ​ Occupancy (5) ​ Total GLA ​ Selected Larger Retailers and Uses ​ Malls ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1.
Allen Premium Outlets TX Allen (Dallas) Fee 100.0 % Acquired 2004 100.0 % 548,458 Adidas, Armani Outlet, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, J.Crew, Kate Spade New York, Levi's, Michael Kors, Nike, Polo Ralph Lauren, Staybridge Suites (13), The North Face, Tommy Hilfiger, Tory Burch, Under Armour 3.
Allen Premium Outlets TX Allen (Dallas) Fee 100.0 % Acquired 2004 100.0 % 548,490 Adidas, Armani Outlet, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, J.Crew, Kate Spade New York, Levi's, Michael Kors, Nike, Polo Ralph Lauren, Staybridge Suites (13), The North Face, Tommy Hilfiger, Tory Burch, Under Armour 3.
Denver Premium Outlets CO Thornton (Denver) Fee 100.0 % Built 2018 98.3 % 328,101 Adidas, A/X Armani Exchange, Calvin Klein, Coach, Gap Outlet, H&M, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger, Tory Burch, Under Armour, Vineyard Vines, Staybridge Suites (14) 14.
Denver Premium Outlets CO Thornton (Denver) Fee 100.0 % Built 2018 98.3 % 328,107 Adidas, A/X Armani Exchange, Calvin Klein, Coach, Gap Outlet, H&M, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger, Tory Burch, Under Armour, Vineyard Vines, Staybridge Suites (14) 14.
The 14 properties in The Mills generally range in size from 1.2 million to 2.4 million square feet of GLA and are located in major metropolitan areas. They have a combination of traditional mall, outlet center, big box retailers and entertainment uses. We also have interests in six lifestyle centers and 12 other retail properties.
The 16 properties in The Mills generally range in size from 1.2 million to 2.4 million square feet of GLA and are located in major metropolitan areas. They have a combination of traditional mall, outlet center, big box retailers and entertainment uses. We also have interests in six lifestyle centers and 12 other retail properties.
We are the managing or co-managing general partner or member of 186 properties in the United States. Certain of our joint venture properties are subject to various rights of first refusal, buy-sell provisions, put and call rights, or other sale or marketing rights for partners which are customary in real estate partnership agreements and the industry.
We are the managing or co-managing general partner or member of 203 properties in the United States. Certain of our joint venture properties are subject to various rights of first refusal, buy-sell provisions, put and call rights, or other sale or marketing rights for partners which are customary in real estate partnership agreements and the industry.
Carlsbad Premium Outlets CA Carlsbad (San Diego) Fee 100.0 % Acquired 2004 100.0 % 288,567 Adidas, Calvin Klein, Coach, Gap Factory, Kate Spade New York, Michael Kors, Nike Unite, Polo Ralph Lauren, The North Face, Tommy Hilfiger, Tory Burch, Skechers, Under Armour 7.
Carlsbad Premium Outlets CA Carlsbad (San Diego) Fee 100.0 % Acquired 2004 100.0 % 288,899 Adidas, Calvin Klein, Coach, Gap Factory, Kate Spade New York, Michael Kors, Nike Unite, Polo Ralph Lauren, The North Face, Tommy Hilfiger, Tory Burch, Skechers, Under Armour 7.
Indiana Premium Outlets IN Edinburgh (Indianapolis) Fee 100.0 % Acquired 2004 97.5 % 378,523 Adidas, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, Guess, J.Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour 26.
Indiana Premium Outlets IN Edinburgh (Indianapolis) Fee 100.0 % Acquired 2004 97.5 % 378,389 Adidas, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, Guess, J.Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour 26.
Average Base Minimum Rent psf reflects base minimum rent in the respective year of expiration. (2) Annual rental revenues represent domestic 2024 consolidated and joint venture combined base rental revenue. International Properties Our ownership interests in properties outside the United States are primarily owned through joint venture arrangements.
Average Base Minimum Rent psf reflects base minimum rent in the respective year of expiration. (2) Annual rental revenues represent domestic 2025 consolidated and joint venture combined base rental revenue. International Properties Our ownership interests in properties outside the United States are primarily owned through joint venture arrangements.
The CSIRT is responsible for assessing and managing our material risks from cybersecurity threats. They have primary responsibility for leading our overall cybersecurity risk management program and supervise both our internal cybersecurity personnel and our external cybersecurity service providers. 27 Table of Contents Item 2.
The CSIRT is responsible for assessing and managing our material risks from cybersecurity threats. They have primary responsibility for leading our overall cybersecurity risk management program and supervise both our internal cybersecurity personnel and our external cybersecurity service providers. 28 Table of Contents Item 2.
The lifestyle centers range in size from 170,000 to 950,000 square feet of GLA. The other retail properties range in size from approximately 190,000 to 1.2 million square feet of GLA and are considered non-core to our business model.
The lifestyle centers range in size from 170,000 to 940,000 square feet of GLA. The other retail properties range in size from approximately 190,000 to 1.2 million square feet of GLA and are considered non-core to our business model.
Concord Mills NC Concord (Charlotte) Fee 59.3 % (4) Acquired 2007 99.8 % 1,368,203 Bass Pro Shops Outdoor World, Burlington, Dave & Buster's, Nike Factory Store, Off Broadway Shoes, AMC Theatres, Best Buy, Sea Life Center, H&M, Dick's Sporting Goods, Cavender's Boot City (6), Primark 5.
Concord Mills NC Concord (Charlotte) Fee 59.3 % (4) Acquired 2007 99.8 % 1,368,190 Bass Pro Shops Outdoor World, Burlington, Dave & Buster's, Nike Factory Store, Off Broadway Shoes, AMC Theatres, Best Buy, Sea Life Center, H&M, Dick's Sporting Goods, Cavender's Boot City, Primark 5.
Properties ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ownership Interest ​ ​ ​ Year Built ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Expiration if ​ Legal ​ or ​ ​ ​ ​ ​ ​ ​ Property Name State City (CBSA) Lease) (3) Ownership Acquired Occupancy (5) Total GLA Selected Larger Retailers and Uses 59.
Properties ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ownership Interest ​ ​ ​ Year Built ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Expiration if ​ Legal ​ or ​ ​ ​ ​ ​ ​ ​ Property Name ​ State ​ City (CBSA) ​ Lease) (3) ​ Ownership ​ Acquired ​ Occupancy (5) ​ Total GLA ​ Selected Larger Retailers and Uses 62.
Pocono Premium Outlets PA Tannersville Fee and Ground Lease (2029) (7) 100.0 % Acquired 2004 100.0 % 411,849 Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Johnny Rockets, Kate Spade New York, Loft Outlet, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Tommy Hilfiger, Under Armour, Vera Bradley 49.
Pocono Premium Outlets PA Tannersville Fee and Ground Lease (2029) (7) 100.0 % Acquired 2004 99.9 % 411,752 Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Johnny Rockets, Kate Spade New York, Loft Outlet, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Tommy Hilfiger, Under Armour, Vera Bradley 49.
Malls typically contain at least one department store anchor or a combination of anchors and big box retailers with a wide variety of smaller stores connecting the anchors. Additional stores are usually located along the perimeter of the parking area. Our 92 malls generally range in size from approximately 280,000 to 2.7 million square feet of GLA.
Malls typically contain at least one department store anchor or a combination of anchors and big box retailers with a wide variety of smaller stores connecting the anchors. Additional stores are usually located along the perimeter of the parking area. Our 108 malls generally range in size from approximately 130,000 to 2.7 million square feet of GLA.
Our CSIRT supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external cybersecurity service providers; and alerts and reports produced by security tools deployed in the IT environment.
Our CSIRT supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which include briefings from internal security personnel; threat 27 Table of Contents intelligence and other information obtained from governmental, public or private sources, including external cybersecurity service providers; and alerts and reports produced by security tools deployed in the IT environment.
Properties –– ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ownership Interest ​ ​ ​ Year Built ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Expiration if ​ Legal ​ Or ​ ​ ​ ​ ​ ​ ​ Property Name State City (CBSA) Lease) (3) Ownership Acquired Occupancy (5) Total GLA Selected Tenants 16.
Properties –– ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ownership Interest ​ ​ ​ Year Built ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Expiration if ​ Legal ​ Or ​ ​ ​ ​ ​ ​ ​ Property Name ​ State ​ City (CBSA) ​ Lease) (3) ​ Ownership ​ Acquired ​ Occupancy (5) ​ Total GLA ​ Selected Tenants 17.
Jersey Shore Premium Outlets NJ Tinton Falls (New York) Fee 100.0 % Built 2008 99.8 % 434,742 Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Columbia Sportswear, J.Crew, Kate Spade New York, Marc Jacobs, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour, Vineyard Vines 28.
Jersey Shore Premium Outlets NJ Tinton Falls (New York) Fee 100.0 % Built 2008 100.0 % 434,765 Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Columbia Sportswear, J.Crew, Kate Spade New York, Marc Jacobs, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour, Vineyard Vines 28.
Properties –– ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ownership Interest ​ ​ ​ Year Built ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Expiration if ​ Legal ​ Or ​ ​ ​ ​ ​ ​ ​ Property Name State City (CBSA) Lease) (3) Ownership Acquired Occupancy (5) Total GLA Selected Tenants 31.
Properties –– ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ownership Interest ​ ​ ​ Year Built ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Expiration if ​ Legal ​ Or ​ ​ ​ ​ ​ ​ ​ Property Name ​ State ​ City (CBSA) ​ Lease) (3) ​ Ownership ​ Acquired ​ Occupancy (5) ​ Total GLA ​ Selected Tenants 32.
Properties –– ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ownership Interest ​ ​ ​ Year Built ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Expiration if ​ Legal ​ Or ​ ​ ​ ​ ​ ​ ​ Property Name State City (CBSA) Lease) (3) Ownership Acquired Occupancy (5) Total GLA Selected Tenants 43.
Properties –– ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ownership Interest ​ ​ ​ Year Built ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Expiration if ​ Legal ​ Or ​ ​ ​ ​ ​ ​ ​ Property Name ​ State ​ City (CBSA) ​ Lease) (3) ​ Ownership ​ Acquired ​ Occupancy (5) ​ Total GLA ​ Selected Tenants 46.
Properties –– ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ownership Interest ​ ​ ​ Year Built ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Expiration if ​ Legal ​ Or ​ ​ ​ ​ ​ ​ ​ Property Name State City (CBSA) Lease) (3) Ownership Acquired Occupancy (5) Total GLA Selected Tenants 56.
Properties –– ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ownership Interest ​ ​ ​ Year Built ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Expiration if ​ Legal ​ Or ​ ​ ​ ​ ​ ​ ​ Property Name ​ State ​ City (CBSA) ​ Lease) (3) ​ Ownership ​ Acquired ​ Occupancy (5) ​ Total GLA ​ Selected Tenants 59.
Las Vegas South Premium Outlets NV Las Vegas Fee 100.0 % Acquired 2004 99.1 % 535,716 Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, Guess, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour 33.
Las Vegas South Premium Outlets NV Las Vegas Fee 100.0 % Acquired 2004 99.4 % 535,621 Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, Guess, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour, Round 1 33.
Liberty Tree Mall MA Danvers (Boston) Fee 49.1 % (4) Acquired 1999 87.9 % 861,398 Marshalls, Target, Kohl's, Best Buy, Staples, AMC Theatres, Nordstrom Rack, Off Broadway Shoes, Sky Zone, Total Wine & More, Aldi 4.
Liberty Tree Mall MA Danvers (Boston) Fee 49.1 % (4) Acquired 1999 88.4 % 861,398 Marshalls, Target, Kohl's, Best Buy, Staples, AMC Theatres, Nordstrom Rack, Off Broadway Shoes, Sky Zone, Total Wine & More, Aldi 4.
Pismo Beach Premium Outlets CA Pismo Beach Fee 100.0 % Acquired 2010 100.0 % 147,603 Calvin Klein, Coach, Guess, Kate Spade New York, Levi's, Nike, Polo Ralph Lauren, Skechers, The North Face, Tommy Hilfiger 47.
Pismo Beach Premium Outlets CA Pismo Beach Fee 100.0 % Acquired 2010 97.0 % 147,903 Calvin Klein, Coach, Guess, Kate Spade New York, Levi's, Nike, Polo Ralph Lauren, Skechers, The North Face, Tommy Hilfiger 47.
Crew, Jimmy Choo, Kate Spade New York, Lacoste, Lululemon, Neiman Marcus Last Call, Marc Jacobs, Michael Kors, Pandora, Polo Ralph Lauren, Pottery Barn, Saint Laurent Paris, Salvatore Ferragamo, Stuart Weitzman, The North Face, Tommy Bahama, Tory Burch, Versace, Vineyard Vines 55.
Crew, Jimmy Choo, Kate Spade New York, Lacoste, Lululemon, Marc Jacobs, Michael Kors, Pandora, Polo Ralph Lauren, Pottery Barn, Saint Laurent Paris, Salvatore Ferragamo, Stuart Weitzman, The North Face, Tommy Bahama, Tory Burch, Versace, Vineyard Vines 55.
Leesburg Premium Outlets VA Leesburg (Washington, DC) Fee 100.0 % Acquired 2004 99.4 % 478,415 Adidas, Ann Taylor, Armani Outlet, A/X Armani Exchange, Brooks Brothers, Burberry, Coach, Columbia Sportswear, J.Crew, Kate Spade New York, Marc Jacobs, Michael Kors, Nike, Polo Ralph Lauren, Pottery Barn Outlet, Salvatore Ferragamo, Tory Burch, Under Armour, Vineyard Vines, Williams-Sonoma 35.
Leesburg Premium Outlets VA Leesburg (Washington, DC) Fee 100.0 % Acquired 2004 97.5 % 478,434 Adidas, Ann Taylor, Armani Outlet, A/X Armani Exchange, Brooks Brothers, Burberry, Coach, Columbia Sportswear, J.Crew, Kate Spade New York, Marc Jacobs, Michael Kors, Nike, Polo Ralph Lauren, Pottery Barn Outlet, Salvatore Ferragamo, Tory Burch, Under Armour, Vineyard Vines, Williams-Sonoma 35.
North Georgia Premium Outlets GA Dawsonville (Atlanta) Fee 100.0 % Acquired 2004 95.6 % 537,610 Ann Taylor, Armani Outlet, Banana Republic, Brooks Brothers, Burberry, Calvin Klein, Coach, Columbia Sportswear, J.Crew, Kate Spade New York, Lululemon, Michael Kors, Nike, Polo Ralph Lauren, Pottery Barn, The North Face, Tommy Hilfiger, Tory Burch, West Elm, Williams-Sonoma 41.
North Georgia Premium Outlets GA Dawsonville (Atlanta) Fee 100.0 % Acquired 2004 95.8 % 536,629 Ann Taylor, Armani Outlet, Banana Republic, Brooks Brothers, Burberry, Calvin Klein, Coach, Columbia Sportswear, J.Crew, Kate Spade New York, Lululemon, Michael Kors, Nike, Polo Ralph Lauren, Pottery Barn, The North Face, Tommy Hilfiger, Tory Burch, West Elm, Williams-Sonoma 41.
Klépierre is a publicly traded, Paris-based real estate company, which owns, or has an interest in shopping centers located in 14 countries. As of December 31, 2024, we had a controlling interest in a European investee with interests in 12 Designer Outlet properties. 11 of the outlet properties are located in Europe and one outlet property is located in Canada.
Klépierre is a publicly traded, Paris-based real estate company which owns, or has an interest in shopping centers located in 13 countries. As of December 31, 2025, we had a controlling interest in a European investee with interests in 12 Designer Outlet properties, 11 of which are located in Europe and one outlet property is located in Canada.
Birch Run Premium Outlets MI Birch Run (Detroit) Fee 100.0 % Acquired 2010 96.5 % 593,452 Adidas, Calvin Klein, Coach, J.Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Pottery Barn/Williams-Sonoma Outlet, Tommy Hilfiger, The North Face, Under Armour 5.
Birch Run Premium Outlets MI Birch Run (Detroit) Fee 100.0 % Acquired 2010 93.7 % 593,925 Adidas, Calvin Klein, Coach, J.Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Pottery Barn/Williams-Sonoma Outlet, Tommy Hilfiger, The North Face, Under Armour 5.
Cincinnati Premium Outlets OH Monroe (Cincinnati) Fee 100.0 % Built 2009 99.0 % 398,922 Adidas, Calvin Klein, Coach, Gap Outlet, J.Crew, Kate Spade New York, Marc Jacobs, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Tommy Hilfiger, Tory Burch, Under Armour 11.
Cincinnati Premium Outlets OH Monroe (Cincinnati) Fee 100.0 % Built 2009 98.2 % 398,932 Adidas, Calvin Klein, Coach, Gap Outlet, J.Crew, Kate Spade New York, Marc Jacobs, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Tommy Hilfiger, Tory Burch, Under Armour 11.
Properties United States Properties Our U.S. properties primarily consist of malls, Premium Outlets, The Mills, lifestyle centers and other retail properties. These properties contain an aggregate of approximately 170.7 million square feet of gross leasable area, or GLA.
Properties United States Properties Our U.S. properties primarily consist of malls, Premium Outlets, The Mills, lifestyle centers and other retail properties. These properties contain an aggregate of approximately 188.4 million square feet of gross leasable area, or GLA.
Round Rock Premium Outlets TX Round Rock (Austin) Fee 100.0 % Built 2006 99.4 % 498,519 Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Duluth Trading Company, Gap Outlet, J.Crew, Kate Spade New York, Loft Outlet, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour, Embassy Suites (14), (15) 53.
Round Rock Premium Outlets TX Round Rock (Austin) Fee 100.0 % Built 2006 100.0 % 495,706 Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Duluth Trading Company, Gap Outlet, J.Crew, Kate Spade New York, Loft Outlet, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour, Embassy Suites (14), (15) 53.
Norfolk Premium Outlets VA Norfolk Fee 65.0 % (4) Built 2017 95.2 % 332,288 A/X Armani Exchange, Banana Republic, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, H&M, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Puma, The North Face, Tommy Hilfiger, Tory Burch, Under Armour 39.
Norfolk Premium Outlets VA Norfolk Fee 65.0 % (4) Built 2017 99.2 % 329,789 A/X Armani Exchange, Banana Republic, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, H&M, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Puma, The North Face, Tommy Hilfiger, Tory Burch, Under Armour 39.
Napa Premium Outlets CA Napa Fee 100.0 % Acquired 2004 100.0 % 178,908 Adidas, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, J.Crew, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger 38.
Napa Premium Outlets CA Napa Fee 100.0 % Acquired 2004 99.5 % 178,917 Adidas, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, J.Crew, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger 38.
Williamsburg Premium Outlets VA Williamsburg Fee 100.0 % Acquired 2010 94.4 % 513,303 Adidas, American Eagle Outfitters, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, J.Crew, Kate Spade New York, Levi's, Loft Outlet, Michael Kors, New Balance, Nike, Pandora, Polo Ralph Lauren, Puma, The North Face, Timberland, Tommy Bahama, Tommy Hilfiger, Under Armour, Vera Bradley, Vineyard Vines 68.
Williamsburg Premium Outlets VA Williamsburg Fee 100.0 % Acquired 2010 95.0 % 507,525 Adidas, American Eagle Outfitters, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, J.Crew, Kate Spade New York, Levi's, Loft Outlet, Michael Kors, New Balance, Nike, Pandora, Polo Ralph Lauren, Puma, The North Face, Timberland, Tommy Bahama, Tommy Hilfiger, Under Armour, Vera Bradley, Vineyard Vines 68.
Augustine (Jacksonville) Fee 100.0 % Acquired 2004 99.7 % 328,005 Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, J.Crew, Kate Spade New York, Lucky Brand, Nike, Polo Ralph Lauren, Puma, St. John, Tommy Hilfiger, Under Armour 58. St. Louis Premium Outlets MO St.
Augustine (Jacksonville) Fee 100.0 % Acquired 2004 99.8 % 327,754 Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, J.Crew, Kate Spade New York, Lucky Brand, Nike, Polo Ralph Lauren, Puma, St. John, Tommy Hilfiger, Under Armour 58. St. Louis Premium Outlets MO St.
Hagerstown Premium Outlets MD Hagerstown (Baltimore/Washington, DC) Fee 100.0 % Acquired 2010 73.5 % 485,714 Adidas, American Eagle Outfitters, Brooks Brothers, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, Guess, Kate Spade New York, Loft Outlet, The North Face, Under Armour 24.
Hagerstown Premium Outlets MD Hagerstown (Baltimore/Washington, DC) Fee 100.0 % Acquired 2010 69.5 % 485,670 American Eagle Outfitters, Brooks Brothers, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, Guess, Kate Spade New York, Loft Outlet, The North Face, Under Armour 24.
North Bend Premium Outlets WA North Bend (Seattle) Fee 100.0 % Acquired 2004 82.4 % 189,132 Banana Republic, Coach, Gap Outlet, Levi's, Kate Spade New York, Michael Kors, Nike, Skechers, Under Armour 40.
North Bend Premium Outlets WA North Bend (Seattle) Fee 100.0 % Acquired 2004 86.5 % 189,132 Banana Republic, Coach, Gap Outlet, Levi's, Kate Spade New York, Michael Kors, Nike, Skechers, Under Armour 40.
Johnson Creek Premium Outlets WI Johnson Creek Fee 100.0 % Acquired 2004 87.8 % 275,063 Adidas, Banana Republic, Calvin Klein, Gap Outlet, Loft Outlet, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour 29.
Johnson Creek Premium Outlets WI Johnson Creek Fee 100.0 % Acquired 2004 90.7 % 275,063 Adidas, Banana Republic, Calvin Klein, Gap Outlet, Loft Outlet, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour 29.
Queenstown Premium Outlets MD Queenstown (Baltimore) Fee 100.0 % Acquired 2010 93.9 % 289,497 Adidas, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, J.Crew, Kate Spade New York, Loft Outlet, Michael Kors, Nike, Polo Ralph Lauren, St. John, Tommy Bahama, Under Armour 51.
Queenstown Premium Outlets MD Queenstown (Baltimore) Fee 100.0 % Acquired 2010 90.8 % 289,596 Adidas, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, J.Crew, Kate Spade New York, Loft Outlet, Michael Kors, Nike, Polo Ralph Lauren, St. John, Tommy Bahama, Under Armour 51.
Aurora Farms Premium Outlets OH Aurora (Cleveland) Fee 100.0 % Acquired 2004 88.0 % 262,110 Calvin Klein, Coach, Gap Outlet, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Tommy Hilfiger, Under Armour 4.
Aurora Farms Premium Outlets OH Aurora (Cleveland) Fee 100.0 % Acquired 2004 91.8 % 262,070 Calvin Klein, Coach, Gap Outlet, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Tommy Hilfiger, Under Armour 4.
Northshore Mall MA Peabody (Boston) Fee 56.4 % (4) Acquired 1999 97.0 % 1,591,420 JCPenney, Macy's (8), Barnes & Noble, Shaw's Grocery, The Container Store, Tesla Sales and Service, Life Time Athletic, L.L. Bean, Arhaus Furniture, Dick's House of Sport (6) 51.
Northshore Mall MA Peabody (Boston) Fee 56.4 % (4) Acquired 1999 94.0 % 1,591,152 JCPenney, Macy's (8), Barnes & Noble, Shaw's Grocery, The Container Store, Tesla Sales and Service, Life Time Athletic, L.L. Bean, Arhaus Furniture, Dick's House of Sport (6) 63.
Jackson Premium Outlets NJ Jackson (New York) Fee 100.0 % Acquired 2004 95.1 % 285,603 Adidas, American Eagle Outfitters, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, J.Crew, Loft Outlet, Kate Spade New York, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour 27.
Jackson Premium Outlets NJ Jackson (New York) Fee 100.0 % Acquired 2004 96.7 % 285,575 Adidas, American Eagle Outfitters, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, J.Crew, Loft Outlet, Kate Spade New York, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour 27.
Rio Grande Valley Premium Outlets TX Mercedes (McAllen) Fee 100.0 % Built 2006 97.6 % 599,373 Adidas, Ann Taylor, Armani Outlet, A/X Armani Exchange, Banana Republic, Burlington, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, H&M, Kate Spade New York, Levi's, Michael Kors, Nike, Pandora, Polo Ralph Lauren, Tommy Hilfiger, Under Armour, Victoria's Secret 52.
Rio Grande Valley Premium Outlets TX Mercedes (McAllen) Fee 100.0 % Built 2006 99.1 % 593,720 Adidas, Ann Taylor, Armani Outlet, A/X Armani Exchange, Banana Republic, Burlington, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, H&M, Kate Spade New York, Levi's, Michael Kors, Nike, Pandora, Polo Ralph Lauren, Tommy Hilfiger, Under Armour, Victoria's Secret 52.
Wrentham Village Premium Outlets MA Wrentham (Boston) Fee 100.0 % Acquired 2004 98.1 % 672,966 Adidas, All Saints, Armani Outlet, Banana Republic, Bloomingdale's The Outlet Store, Brooks Brothers, Burberry, Calvin Klein, Coach, Ferragamo, Gucci, Karl Lagerfeld, Kate Spade New York, Lacoste, Lululemon, Marc Jacobs, Michael Kors, Nike, Polo Ralph Lauren, Potterty Barn Outlet, Puma, Saks Fifth Avenue Off 5th, Theory, Tommy Hilfiger, Tory Burch, Under Armour, Vineyard Vines ​ Total U.S.
Wrentham Village Premium Outlets MA Wrentham (Boston) Fee 100.0 % Acquired 2004 98.1 % 672,948 Adidas, All Saints, Armani Outlet, Banana Republic, Bloomingdale's The Outlet Store, Brooks Brothers, Burberry, Calvin Klein, Coach, Ferragamo, Jimmy Choo, Karl Lagerfeld, Kate Spade New York, Lacoste, Lululemon, Marc Jacobs, Michael Kors, Nike, Polo Ralph Lauren, Potterty Barn Outlet, Puma, Theory, Tommy Hilfiger, Tory Burch, Under Armour, Vineyard Vines ​ Total U.S.
San Francisco Premium Outlets CA Livermore (San Francisco) Fee and Ground Lease (2026) (9) 100.0 % Built 2012 100.0 % 696,917 All Saints, Arc'teryx, A/X Armani Exchange, Bloomingdale's The Outlet Store, Bottega Veneta, Brunello Cucinelli, Burberry, CH Carolina Herrera, Coach, Ermenegildo Zegna, Etro, Furla, Gucci, H&M, Jimmy Choo, John Varvatos, Kate Spade New York, Lacoste, Longchamp, MaxMara, Michael Kors, Nike, Polo Ralph Lauren, Prada, Roger Vivier, Saks Fifth Avenue Off 5th, Sandro & Maje, Salvatore Ferragamo, Stuart Weitzman, The North Face, Tod's, Tory Burch, Under Armour, Versace, Zadig et Voltaire 54.
San Francisco Premium Outlets CA Livermore (San Francisco) Fee and Ground Lease (2031) (9) 100.0 % Built 2012 98.7 % 697,029 All Saints, Arc'teryx, A/X Armani Exchange, Bloomingdale's The Outlet Store, Bottega Veneta, Brunello Cucinelli, Burberry, CH Carolina Herrera, Coach, Ermenegildo Zegna, Etro, Furla, Gucci, H&M, Jimmy Choo, John Varvatos, Kate Spade New York, Lacoste, Longchamp, MaxMara, Michael Kors, Nike, Polo Ralph Lauren, Prada, Roger Vivier, Sandro & Maje, Salvatore Ferragamo, Stuart Weitzman, The North Face, Tod's, Tory Burch, Under Armour, Versace, Zadig et Voltaire 54.
Woodbury Common Premium Outlets NY Central Valley (New York) Fee 100.0 % Acquired 2004 99.9 % 915,925 Arc'teryx, Armani Outlet, Balenciaga, Balmain, Bottega Veneta, Breitling, Brioni, Brunello Cucinelli, Burberry, Canali, Celine, Chloe, Coach, Dior, Dolce & Gabbana, Dunhill, Fendi, Givenchy, Golden Goose, Gucci, Jimmy Choo, Lacoste, Loewe, Longchamp, Loro Piana, Marc Jacobs, Michael Kors, Moncler, Mulberry, Nike, Polo Ralph Lauren, Prada, Saint Laurent, Saks Fifth Avenue Off 5th, Salvatore Ferragamo, Santoni, Shake Shack, Stone Island, Stuart Weitzman, Theory, Tod's, Tom Ford, Tory Burch, Valentino, Versace, Zegna 70.
Woodbury Common Premium Outlets NY Central Valley (New York) Fee 100.0 % Acquired 2004 98.3 % 921,983 Arc'teryx, Armani Outlet, Balenciaga, Balmain, Bottega Veneta, Breitling, Brioni, Brunello Cucinelli, Burberry, Canali, Celine, Chloe, Coach, Dior, Dolce & Gabbana, Dunhill, Fendi, Givenchy, Golden Goose, Gucci, Jimmy Choo, Lacoste, Loewe, Longchamp, Loro Piana, Marc Jacobs, Michael Kors, Moncler, Mulberry, Nike, Polo Ralph Lauren, Prada, Saint Laurent, Salvatore Ferragamo, Santoni, Shake Shack, Stone Island, Stuart Weitzman, Theory, Tod's, Tom Ford, Tory Burch, Valentino, Versace, Zegna 70.
Lighthouse Place Premium Outlets IN Michigan City (Chicago, IL) Fee 100.0 % Acquired 2004 85.9 % 451,328 Adidas, Ann Taylor, Banana Republic, Calvin Klein, Coach, Gap Outlet, Guess, H&M, J.Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Tommy Hilfiger, Under Armour 36.
Lighthouse Place Premium Outlets IN Michigan City (Chicago, IL) Fee 100.0 % Acquired 2004 87.4 % 444,045 Adidas, Ann Taylor, Banana Republic, Calvin Klein, Coach, Gap Outlet, Guess, H&M, J.Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Tommy Hilfiger, Under Armour 36.
Pleasant Prairie Premium Outlets WI Pleasant Prairie (Chicago, IL/ Milwaukee) Fee 100.0 % Acquired 2010 96.4 % 400,124 Adidas, Ann Taylor, Banana Republic, Calvin Klein, Coach, Gap Outlet, Kate Spade New York, J.Crew, Lacoste, Loft Outlet, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Tommy Hilfiger, Tory Burch, Under Armour 48.
Pleasant Prairie Premium Outlets WI Pleasant Prairie (Chicago, IL/Milwaukee) Fee 100.0 % Acquired 2010 95.3 % 396,208 Adidas, Ann Taylor, Banana Republic, Calvin Klein, Coach, Gap Outlet, Kate Spade New York, J.Crew, Lacoste, Loft Outlet, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Tommy Hilfiger, Tory Burch, Under Armour 48.
Philadelphia Premium Outlets PA Limerick (Philadelphia) Fee 100.0 % Built 2007 94.4 % 549,066 Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, Guess, H&M, J.Crew, Loft Outlet, Michael Kors, Nike, Polo Ralph Lauren, Rally House, The North Face, Tommy Hilfiger, Tory Burch, Under Armour 45.
Philadelphia Premium Outlets PA Limerick (Philadelphia) Fee 100.0 % Built 2007 97.8 % 544,765 Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, Guess, H&M, J.Crew, Loft Outlet, Michael Kors, Nike, Polo Ralph Lauren, Rally House, The North Face, Tommy Hilfiger, Tory Burch, Under Armour 45.
Arizona Mills AZ Tempe (Phoenix) Fee 100.0 % Acquired 2007 99.4 % 1,221,201 Marshalls, Burlington, Ross, Harkins Cinemas & IMAX, Sea Life Center, Legoland, dd's Discounts, Going, Going, Gone by Dick's Sporting Goods, Rainforest Café, Reclectic 2.
Arizona Mills AZ Tempe (Phoenix) Fee 100.0 % Acquired 2007 98.5 % 1,221,069 Marshalls, Burlington, Ross, Harkins Cinemas & IMAX, Sea Life Center, Legoland, dd's Discounts, Going, Going, Gone by Dick's Sporting Goods, Rainforest Café, Reclectic 2.
Gloucester Premium Outlets NJ Blackwood (Philadelphia) Fee 66.7 % Built 2015 95.0 % 378,514 Adidas, Banana Republic, Brooks Brothers, Calvin Klein, Columbia Sportswear, Gap Outlet, Guess, Levi's, J. Crew, Loft Outlet, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Skechers, Tommy Hilfiger, Under Armour, Vera Bradley 20.
Gloucester Premium Outlets NJ Blackwood (Philadelphia) Fee 66.7 % Built 2015 96.6 % 377,907 Adidas, Banana Republic, Brooks Brothers, Calvin Klein, Columbia Sportswear, Gap Outlet, Guess, Levi's, J. Crew, Loft Outlet, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Skechers, Tommy Hilfiger, Under Armour, Vera Bradley 20.
ABQ Uptown NM Albuquerque Fee 100.0 % Acquired 2011 96.6 % 228,827 Anthropologie, Apple, Pottery Barn 2. Hamilton Town Center IN Noblesville (Indianapolis) Fee 50.0 % (4) Built 2008 98.2 % 675,615 JCPenney, Dick's Sporting Goods, DSW, Emagine Noblesville, Total Wine & More, BJ's Wholesale, Big Blue Swim School, Ross Dress for Less, Nordstrom Rack 3.
ABQ Uptown NM Albuquerque Fee 100.0 % Acquired 2011 99.6 % 228,833 Anthropologie, Apple, Pottery Barn 2. Hamilton Town Center IN Noblesville (Indianapolis) Fee 50.0 % (4) Built 2008 98.9 % 679,382 JCPenney, Dick's Sporting Goods, DSW, Emagine Noblesville, Total Wine & More, BJ's Wholesale, Big Blue Swim School, Ross Dress for Less, Nordstrom Rack 3.
We and our partners in these joint ventures may initiate these provisions (subject to any applicable lock up or similar restrictions) which may result in either the sale of our interest or the use of available cash or borrowings, or the use of Operating Partnership units, to acquire the joint venture interest from our partner.
We and our partners in these joint ventures may initiate these provisions (subject to any applicable lock up or similar restrictions) which may result in either the sale of our interest or the use of available cash or borrowings, or the use of Operating Partnership units, to acquire the joint venture interest from our partner. ​ ​ ​ 29 Table of Contents Simon Property Group, Inc.
Kittery Premium Outlets ME Kittery Fee and Ground Lease (2049) (7) 100.0 % Acquired 2004 93.4 % 259,557 Adidas, Ann Taylor, Banana Republic, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, J.Crew, Kate Spade New York, Nike, Polo Ralph Lauren, Tommy Hilfiger, Tumi, Vineyard Vines (6) 30.
Kittery Premium Outlets ME Kittery Fee and Ground Lease (2049) (7) 100.0 % Acquired 2004 96.1 % 261,974 Adidas, Ann Taylor, Banana Republic, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, J.Crew, Kate Spade New York, Nike, Polo Ralph Lauren, Tommy Hilfiger, Tumi, Vineyard Vines (6) 30.
Vacaville Premium Outlets CA Vacaville Fee 100.0 % Acquired 2004 95.9 % 445,002 Adidas, Banana Republic, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, J.Crew, Kate Spade New York, Lacoste, Michael Kors, Nike, Polo Ralph Lauren, Skechers, The North Face, Tommy Hilfiger, Under Armour, West Elm Outlet 66.
Vacaville Premium Outlets CA Vacaville Fee 100.0 % Acquired 2004 96.2 % 442,502 Adidas, Banana Republic, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, J.Crew, Kate Spade New York, Lacoste, Michael Kors, Nike, Polo Ralph Lauren, Skechers, The North Face, Tommy Hilfiger, Under Armour, West Elm Outlet 66.
Tanger Outlets - Galveston/Houston (1) TX Texas City Fee 50.0 % (4) Built 2012 94.9 % 352,706 Banana Republic, Brooks Brothers, Coach, Gap Outlet, Kate Spade New York, Michael Kors, Nike, Tommy Hilfiger 62.
Tanger Outlets - Galveston/Houston (1) TX Texas City Fee 50.0 % (4) Built 2012 91.8 % 352,705 Banana Republic, Brooks Brothers, Coach, Gap Outlet, Kate Spade New York, Michael Kors, Nike, Tommy Hilfiger 62.
Gilroy Premium Outlets CA Gilroy (San Jose) Fee 100.0 % Acquired 2004 90.0 % 509,187 Adidas, Calvin Klein, Coach, Columbia Sportswear, J.Crew, Kate Spade New York, Lululemon, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Tommy Hilfiger 19.
Gilroy Premium Outlets CA Gilroy (San Jose) Fee 100.0 % Acquired 2004 92.4 % 502,867 Adidas, Calvin Klein, Coach, Columbia Sportswear, J.Crew, Kate Spade New York, Lululemon, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Tommy Hilfiger 19.
Grove City Premium Outlets PA Grove City (Pittsburgh) Fee 100.0 % Acquired 2010 90.7 % 531,033 Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, J.Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Tommy Hilfiger, Under Armour 22.
Grove City Premium Outlets PA Grove City (Pittsburgh) Fee 100.0 % Acquired 2010 91.4 % 525,904 Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, J.Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Tommy Hilfiger, Under Armour 22.
Great Mall CA Milpitas (San Jose) Fee and Ground Lease (2049) (7) 100.0 % Acquired 2007 100.0 % 1,365,301 Camille La Vie, Kohl's, Dave & Buster's, Burlington, Marshalls, Saks Fifth Avenue Off 5th, Nike Factory Store, Century Theatres, Dick's Sporting Goods, Legoland Discovery Center, Altitude Trampoline Park (6) 7.
Great Mall CA Milpitas (San Jose) Fee and Ground Lease (2049) (7) 100.0 % Acquired 2007 100.0 % 1,365,059 Camille La Vie, Kohl's, Dave & Buster's, Burlington, Marshalls, Nike Factory Store, Century Theatres, Dick's Sporting Goods, Legoland Discovery Center, Altitude Trampoline Park (6) 8.
Grand Prairie Premium Outlets TX Grand Prairie (Dallas) Fee 100.0 % Built 2012 100.0 % 423,334 Banana Republic, Bloomingdale's The Outlet Store, Coach, Columbia Sportswear, Dickies, Fan Outfitters, JD Sports, Kate Spade New York, J.Crew, Michael Kors, Nike, Psycho Bunny, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Tommy Hilfiger, Under Armour, Vera Bradley 21.
Grand Prairie Premium Outlets TX Grand Prairie (Dallas) Fee 100.0 % Built 2012 100.0 % 419,523 Banana Republic, Bloomingdale's The Outlet Store, Coach, Columbia Sportswear, Dickies, Fan Outfitters, JD Sports, Kate Spade New York, J.Crew, Michael Kors, Nike, Psycho Bunny, Polo Ralph Lauren, Tommy Hilfiger, Under Armour, Vera Bradley 21.
Puerto Rico Premium Outlets PR Barceloneta Fee 100.0 % Acquired 2010 97.8 % 353,229 Adidas, Calvin Klein, Coach, Gap Outlet, Invicta, Lacoste, Michael Kors, Nike, Polo Ralph Lauren, Puma, Tommy Hilfiger 50.
Puerto Rico Premium Outlets PR Barceloneta Fee 100.0 % Acquired 2010 98.8 % 350,688 Adidas, Calvin Klein, Coach, Gap Outlet, Invicta, Lacoste, Michael Kors, Nike, Polo Ralph Lauren, Puma, Tommy Hilfiger 50.
San Marcos Premium Outlets TX San Marcos (Austin/ San Antonio) Fee 100.0 % Acquired 2010 99.3 % 729,741 Armani Outlet, Banana Republic, Burberry, CH Carolina Herrera, Dolce & Gabbana, Gucci, J.
San Marcos Premium Outlets TX San Marcos (Austin/San Antonio) Fee 100.0 % Acquired 2010 99.0 % 730,057 Armani Outlet, Banana Republic, Burberry, CH Carolina Herrera, Dolce & Gabbana, Gucci, J.
Maxx, Regal Cinema, Bloomingdale's Outlet, Dick's Sporting Goods, Primark, HomeSense, AC Hotel by Marriott ​ Total Mills Properties GLA ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 21,312,645 ​ ​ ​ ​ 39 Table of Contents Simon Property Group, Inc. Simon Property Group, L.P. Property Table U.S.
Maxx, Regal Cinema, Bloomingdale's Outlet, Dick's Sporting Goods, Primark, HomeSense, AC Hotel by Marriott ​ Total Mills Properties GLA ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 24,112,967 ​ ​ ​ 39 Table of Contents Simon Property Group, Inc. Simon Property Group, L.P. Property Table U.S.
Lee Premium Outlets MA Lee Fee 100.0 % Acquired 2010 87.9 % 224,721 Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, J.Crew, Kate Spade New York, Levi's, Loft Outlet, Michael Kors, Polo Ralph Lauren, Skechers, Tommy Hilfiger, Under Armour 34.
Lee Premium Outlets MA Lee Fee 100.0 % Acquired 2010 84.8 % 223,611 Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, J.Crew, Kate Spade New York, Levi's, Loft Outlet, Michael Kors, Polo Ralph Lauren, Skechers, Tommy Hilfiger, Under Armour 34.
Clarksburg Premium Outlets MD Clarksburg (Washington, DC) Fee 66.0 % (4) Built 2016 96.2 % 379,470 Armani Outlet, A/X Armani Exchange, Adidas, Calvin Klein, Coach, Columbia Sportswear, Kate Spade New York, Lafayette 148 New York, Marc Jacobs, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Salvatore Ferragamo, Tommy Hilfiger, Tory Burch, Under Armour, Vince 12.
Clarksburg Premium Outlets MD Clarksburg (Washington, DC) Fee 66.0 % (4) Built 2016 96.0 % 381,671 Armani Outlet, A/X Armani Exchange, Adidas, Calvin Klein, Coach, Columbia Sportswear, Kate Spade New York, Lafayette 148 New York, Marc Jacobs, Michael Kors, Nike, Polo Ralph Lauren, Salvatore Ferragamo, Tommy Hilfiger, Tory Burch, Under Armour, Vince 12.
Colorado Mills CO Lakewood (Denver) Fee 37.5 % (4) Acquired 2007 96.8 % 1,354,643 Off Broadway Shoe Warehouse, Super Target, United Artists Theatre, Burlington, H&M, Dick's Sporting Goods, Arhaus Loft, Slick City Action Park, 2nd & Charles, Springhill Suites (14) 4.
Colorado Mills CO Lakewood (Denver) Fee 37.5 % (4) Acquired 2007 99.0 % 1,399,610 Off Broadway Shoe Warehouse, Super Target, United Artists Theatre, Burlington, H&M, Dick's Sporting Goods, Arhaus Loft, Slick City Action Park, 2nd & Charles, Springhill Suites (14) 4.
Clinton Premium Outlets CT Clinton Fee 100.0 % Acquired 2004 100.0 % 276,287 Adidas, Calvin Klein, Coach, Gap Outlet, J.Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Tommy Hilfiger, Under Armour 13.
Clinton Premium Outlets CT Clinton Fee 100.0 % Acquired 2004 100.0 % 276,229 Adidas, Calvin Klein, Coach, Gap Outlet, J.Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour 13.
Merrimack Premium Outlets NH Merrimack Fee 100.0 % Built 2012 100.0 % 408,843 Ann Taylor, Banana Republic, Bloomingdale's The Outlet Store, Brooks Brothers, Calvin Klein, Coach, J.Crew, Kate Spade New York, Marc Jacobs, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Tommy Hilfiger, Tory Burch, Under Armour, Vera Bradley, Vineyard Vines 37.
Merrimack Premium Outlets NH Merrimack Fee 100.0 % Built 2012 99.0 % 409,081 Ann Taylor, Banana Republic, Bloomingdale's The Outlet Store, Brooks Brothers, Calvin Klein, Coach, J.Crew, Kate Spade New York, Marc Jacobs, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger, Tory Burch, Under Armour, Vera Bradley, Vineyard Vines 37.
Gulfport Premium Outlets MS Gulfport Ground Lease (2059) 100.0 % Acquired 2010 93.7 % 300,202 Banana Republic, Chico's, Coach, Gap Outlet, H&M, J.Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour 23.
Gulfport Premium Outlets MS Gulfport Ground Lease (2059) 100.0 % Acquired 2010 91.9 % 297,498 Banana Republic, Chico's, Coach, Gap Outlet, H&M, J.Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour 23.
Houston Premium Outlets TX Cypress (Houston) Fee 100.0 % Built 2008 100.0 % 548,402 Ann Taylor, Armani Outlet, A/X Armani Exchange, Banana Republic, Brooks Brothers, Burberry, Calvin Klein, Coach, Gap Outlet, Holiday Inn Express (14), Kate Spade New York, Lululemon, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Tommy Hilfiger, Tory Burch, Victoria's Secret 25.
Houston Premium Outlets TX Cypress (Houston) Fee 100.0 % Built 2008 100.0 % 556,074 Ann Taylor, Armani Outlet, A/X Armani Exchange, Banana Republic, Brooks Brothers, Burberry, Calvin Klein, Coach, Gap Outlet, Holiday Inn Express (14), JD Sports, Kate Spade New York, Lululemon, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger, Tory Burch, Victoria's Secret 25.
Properties ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ownership Interest ​ ​ ​ Year Built ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Expiration if ​ Legal ​ or ​ ​ ​ ​ ​ ​ ​ Property Name State City (CBSA) Lease) (3) Ownership Acquired Occupancy (5) Total GLA Selected Larger Retailers and Uses Courtyard by Marriott (13) 91.
Properties ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ownership Interest ​ ​ ​ Year Built ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Expiration if ​ Legal ​ or ​ ​ ​ ​ ​ ​ ​ Property Name ​ State ​ City (CBSA) ​ Lease) (3) ​ Ownership ​ Acquired ​ Occupancy (5) ​ Total GLA ​ Selected Larger Retailers and Uses 92.
Ontario Mills CA Ontario (Riverside) Fee 50.0 % (4) Acquired 2007 100.0 % 1,430,695 Burlington, Nike Factory Store, Marshalls, Saks Fifth Avenue Off 5th, Nordstrom Rack, Dave & Buster's, Camille La Vie, AMC Theatres, Uniqlo, Skechers Superstore, Rainforest Café, Pottery Barn + West Elm Outlet 11.
Ontario Mills CA Ontario (Riverside) Fee 50.0 % (4) Acquired 2007 100.0 % 1,430,423 Burlington, Nike Factory Store, Marshalls, Nordstrom Rack, Dave & Buster's, Camille La Vie, AMC Theatres, Uniqlo, Skechers Superstore, Rainforest Café, Pottery Barn + West Elm Outlet 13.
Domain, The TX Austin Fee 100.0 % Built 2006 98.3 % 1,234,018 Neiman Marcus, Macy's, Dillard's, Dick's Sporting Goods, iPic Theaters, Arhaus Furniture, Punch Bowl Social, Westin Austin at The Domain, Lone Star Court (14), (15) 24.
Domain, The TX Austin Fee 100.0 % Built 2006 98.8 % 1,228,827 Neiman Marcus, Macy's, Dillard's, Dick's Sporting Goods, iPic Theaters, Arhaus Furniture, Punch Bowl Social, Westin Austin at The Domain, Lone Star Court (14), (15) 27.
Premium Outlets GLA ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 30,741,915 ​ ​ ​ 38 Table of Contents Simon Property Group, Inc. Simon Property Group, L.P. Property Table U.S.
Premium Outlets GLA ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 30,690,639 ​ ​ ​ 38 Table of Contents Simon Property Group, Inc. Simon Property Group, L.P. Property Table U.S.
Seattle Premium Outlets WA Tulalip (Seattle) Ground Lease (2079) 100.0 % Built 2005 98.5 % 554,531 Adidas, Ann Taylor, Arc'teryx, Armani Outlet, Banana Republic, Burberry, Calvin Klein, Coach, Columbia Sportswear, Kate Spade New York, Lululemon, Michael Kors, Nike, Polo Ralph Lauren, Stuart Weitzman, The North Face, Tommy Bahama, Tommy Hilfiger, Tory Burch, Under Armour 36 Table of Contents Simon Property Group, Inc.
Seattle Premium Outlets WA Tulalip (Seattle) Ground Lease (2079) 100.0 % Built 2005 98.3 % 554,811 Adidas, Ann Taylor, Arc'teryx, Armani Outlet, Banana Republic, Burberry, Calvin Klein, Coach, Columbia Sportswear, Kate Spade New York, Lululemon, Michael Kors, Nike, Polo Ralph Lauren, Stuart Weitzman, The North Face, Tommy Bahama, Tommy Hilfiger, Tory Burch, Under Armour 56.
Silver Sands Premium Outlets FL Destin Fee 50.0 % (4) Acquired 2012 91.0 % 448,410 Adidas, Banana Republic, Brooks Brothers, Coach, Columbia Sportswear, J.Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Puma, Saks Fifth Avenue Off 5th, The North Face, Tommy Hilfiger, Tory Burch, Under Armour, Vera Bradley 57. St. Augustine Premium Outlets FL St.
Silver Sands Premium Outlets FL Destin Fee 50.0 % (4) Acquired 2012 90.9 % 446,012 Adidas, Banana Republic, Brooks Brothers, Coach, Columbia Sportswear, J.Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Puma, The North Face, Tommy Hilfiger, Tory Burch, Under Armour, Vera Bradley 57. St. Augustine Premium Outlets FL St.
Johns Town Center FL Jacksonville Fee 50.0 % (4) Built 2005 99.4 % 1,443,503 Nordstrom, Dillard's, Arhaus Furniture, Dick's Sporting Goods, Barnes & Noble, RH Jacksonville, Homewood Suites by Hilton (14), AC Hotel by Marriott ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Target, Ashley Furniture Home Store, Ross, DSW, JoAnn Fabrics, PetsMart, Marshalls 76.
Johns Town Center FL Jacksonville Fee 50.0 % (4) Built 2005 99.6 % 1,416,958 Nordstrom, Dillard's, Arhaus Furniture, Dick's Sporting Goods, Barnes & Noble, RH, Homewood Suites by Hilton (14), AC Hotel by Marriott ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Target, Ashley Furniture Home Store, Ross, DSW, Burlington (6), PetsMart, Marshalls 89.
Charles Towne Center MD Waldorf (Washington, DC) Fee 100.0 % Built 1990 92.7 % 980,164 Macy's (8), JCPenney, Kohl's, Dick Sporting Goods, AMC Theatres 75. St.
Charles Towne Center MD Waldorf (Washington, DC) Fee 100.0 % Built 1990 92.0 % 979,100 Macy's (8), JCPenney, Kohl's, Dick Sporting Goods, AMC Theatres 88. St.
Waikele Premium Outlets HI Waipahu (Honolulu) Fee 100.0 % Acquired 2004 100.0 % 219,387 Adidas, Armani Outlet, Calvin Klein, Coach, Furla, Kate Spade New York, Michael Kors, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Swarovski, Tommy Hilfiger, Tory Burch 67.
Waikele Premium Outlets HI Waipahu (Honolulu) Fee 100.0 % Acquired 2004 98.8 % 219,379 Adidas, Armani Outlet, Calvin Klein, Coach, Furla, Kate Spade New York, Michael Kors, Polo Ralph Lauren, Swarovski, Tommy Hilfiger, Tory Burch 67.
Desert Hills Premium Outlets CA Cabazon (Palm Springs) Fee 100.0 % Acquired 2004 99.6 % 656,161 Alexander McQueen, Armani Outlet, Balenciaga, Bottega Veneta, Brunello Cucinelli, Burberry, Coach, Fendi, Ferragamo, Gucci, Jimmy Choo, Loro Piana, Marc Jacobs, Moncler, Neiman Marcus Last Call, Nike, Polo Ralph Lauren, Prada, Saint Laurent, Saks Fifth Avenue Off 5th, Stuart Weitzman, Tory Burch, Valentino, Zegna 15.
Desert Hills Premium Outlets CA Cabazon (Palm Springs) Fee 100.0 % Acquired 2004 100.0 % 656,950 Alexander McQueen, Armani Outlet, Balenciaga, Bottega Veneta, Brunello Cucinelli, Burberry, Coach, Fendi, Ferragamo, Gucci, Jimmy Choo, Loro Piana, Marc Jacobs, Moncler, Nike, Polo Ralph Lauren, Prada, Saint Laurent, Stuart Weitzman, Tory Burch, Valentino, Zegna 15.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Unregistered Sales of Equity Securities There were no unregistered sales of equity securities made by Simon during the quarter ended December 31, 2024. Issuances Under Equity Compensation Plans For information regarding the securities authorized for issuance under our equity compensation plans, see Item 12 of this Annual Report on Form 10-K.
Unregistered Sales of Equity Securities There were no unregistered sales of equity securities made by Simon during the quarter ended December 31, 2025. Issuances Under Equity Compensation Plans For information regarding the securities authorized for issuance under our equity compensation plans, see Item 12 of this Annual Report on Form 10-K.
Future distributions will be determined by Simon’s Board of 58 Table of Contents Directors, in its sole discretion, based on actual and projected financial condition, liquidity and results of operations, cash available for distributions, cash reserves as deemed necessary for capital and operating expenditures, financing covenants, if any, and the distributions that may be required to maintain Simon's status as a REIT.
Future distributions will be determined by Simon’s Board of Directors, in its sole discretion, based on actual and projected financial condition, liquidity and results of operations, cash available for distributions, cash reserves as deemed necessary for capital and operating expenditures, financing covenants, if any, and the distributions that may be required to maintain Simon's status as a REIT.
As Simon repurchases shares under these programs, the Operating Partnership repurchases an equal number of units from Simon. The Operating Partnership Market Information There is no established trading market for units or preferred units. Holders The number of holders of record of units was 234 as of January 31, 2025.
As Simon repurchases shares under these programs, the Operating Partnership repurchases an equal number of units from Simon. ​ The Operating Partnership Market Information There is no established trading market for units or preferred units. Holders The number of holders of record of units was 232 as of January 31, 2026.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Simon Market Information Simon’s common stock trades on the New York Stock Exchange under the symbol “SPG”. Holders The number of holders of record of common stock outstanding was 1,023 as of January 31, 2025.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Simon Market Information Simon’s common stock trades on the New York Stock Exchange under the symbol “SPG”. Holders The number of holders of record of common stock outstanding was 957 as of January 31, 2026.
Common stock cash dividends paid during 2024 aggregated $8.10 per share. Common stock cash dividends during 2023 aggregated $7.45 per share. On February 4, 2025, Simon’s Board of Directors declared a quarterly cash dividend for the first quarter of 2025 of $2.10 per share, payable on March 31, 2025 to shareholders of record on March 10, 2025.
Common stock cash dividends paid during 2025 aggregated $8.55 per share. Common stock cash dividends during 2024 aggregated $8.10 per share. On February 2, 2026, Simon’s Board of Directors declared a quarterly cash dividend for the first quarter of 2026 of $2.20 per share, payable on March 31, 2026 to shareholders of record on March 10, 2026.
The issuance of the units was exempt from registration pursuant to Section 4(a)2 of the Securities Act of 1933, as amended. Issuer Purchases of Equity Securities During the quarter ended December 31, 2024, the Operating Partnership redeemed 8,000 units from three limited partners for $1.4 million in cash.
The issuance of the units was exempt from registration pursuant to Section 4(a)2 of the Securities Act of 1933, as amended. Issuer Purchases of Equity Securities During the quarter ended December 31, 2025, the Operating Partnership redeemed 4,079 units from three limited partners for $0.7 million in cash.
Distributions during 2024 aggregated $8.10 per unit. Distributions during 2023 aggregated $7.45 per unit. On February 4, 2025, Simon’s Board of Directors declared a quarterly cash dividend for the first quarter of 2025 of $2.10 per share, payable on March 31, 2025 to shareholders of record on March 10, 2025.
Distributions during 2025 aggregated $8.55 per unit. Distributions during 2024 aggregated $8.10 per unit. On February 2, 2026, Simon’s Board of Directors declared a quarterly cash dividend for the first quarter of 2026 of $2.20 per share, payable on March 31, 2026 to shareholders of record on March 10, 2026.
The Class B common stock is subject to two voting trusts as to which Herbert Simon and David Simon are the trustees. Shares of Class B common stock convert automatically into an equal number of shares of common stock upon the occurrence of certain events and can be converted into shares of common stock at the option of the holders.
The Class B common stock is subject to a voting trust in which David Simon and Eli Simon are trustees. Shares of Class B common stock convert automatically into an equal number of shares of common stock upon the occurrence of certain events and can be converted into shares of common stock at the option of the holders.
The distribution rate on the Operating Partnership’s units is equal to the dividend rate on Simon’s common stock. Unregistered Sales of Equity Securities During the quarter ended December 31, 2024, we issued 1,572,500 units in the Operating Partnership to acquire an additional 4% ownership in TRG.
The distribution rate on the Operating Partnership’s units is equal to the dividend rate on Simon’s common stock. Unregistered Sales of Equity Securities During the quarter ended December 31, 2025, we issued 4,980,693 units in the Operating Partnership as part of the TRG Acquisition, as further discussed in Note 4.
On February 8, 2024, Simon’s Board of Directors authorized a new common stock repurchase program which replaced the prior repurchase program immediately, where the Company may purchase up to $2.0 billion of its common stock over the next 24 months. As of December 31, 2024, no shares had been purchased under the plan.
On February 5, 2026, Simon’s Board of Directors authorized a new common stock repurchase program, which immediately replaced the existing repurchase plan.
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Issuer Purchases of Equity Securities There were no purchases of equity securities made by Simon or any affiliated purchaser during the quarter ended December 31, 2024.
Added
Issuer Purchases of Equity Securities The following table sets forth information regarding Simon’s purchases of shares of common stock during the three months ended December 31, 2025. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total number ​ Approximate ​ ​ ​ ​ ​ ​ ​ of shares ​ value of shares ​ ​ ​ ​ ​ ​ purchased as ​ that may yet ​ Total number ​ Average ​ part of publicly ​ be purchased ​ ​ of shares ​ price paid ​ announced ​ under Period ​ ​ ​ purchased ​ ​ ​ per share ​ ​ ​ plans ​ ​ ​ plans (1) October 1, 2025 - October 31, 2025 — ​ $ — ​ — ​ $ 2,000,000,000 November 1, 2025 - November 30, 2025 — ​ $ — ​ — ​ $ 2,000,000,000 December 1, 2025 - December 31, 2025 1,246,190 ​ $ 182.02 ​ 1,246,190 ​ $ 1,773,173,608 ​ 1,246,190 ​ $ 182.02 ​ 1,246,190 ​ ​ ​ (1) On February 8, 2024, Simon’s Board of Directors authorized a common stock repurchase program under which Simon was permitted to purchase up to $2.0 billion of its common stock during the two-year period commencing February 8, 2024 and ending on February 15, 2026 in the open market or in privately negotiated transactions as market conditions warrant.
Added
Under the new plan, Simon may purchase up to $2.0 billion 57 Table of Contents of its common stock during the period ending on February 29, 2028 in the open market or in privately negotiated transactions as market conditions warrant.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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To support our growth, we employ a three-fold capital strategy: ● generate the capital necessary to fund growth, ● maintain sufficient flexibility to access capital in many forms, both public and private, including but not limited to, having in place, the Operating Partnership’s $5.0 billion unsecured revolving credit facility, or the Credit Facility, its $3.5 billion supplemental unsecured revolving credit facility, or its Supplemental Facility, together, the Credit Facilities and its global unsecured commercial paper note program, or the Commercial Paper program, of $2.0 billion, or the non-U.S. dollar equivalent thereof, and ● manage our overall financial structure in a fashion that preserves our investment grade credit ratings.
To support our growth, we employ a three-fold capital strategy: ● generate the capital necessary to fund growth, ● maintain sufficient flexibility to access capital in many forms, both public and private, including but not limited to, having in place, the Operating Partnership’s $5.0 billion unsecured revolving credit facility, or the Credit Facility, its $3.5 billion supplemental unsecured revolving credit facility, or its Supplemental Facility, and together, the Credit Facilities and its global unsecured commercial paper note program, or the Commercial Paper program, of $2.0 billion, or the non-U.S. dollar equivalent thereof, and ● manage our overall financial structure in a fashion that preserves our investment grade credit ratings.
Interest expense increased $51.1 million primarily related to an increase of $81.8 million due to new USD unsecured bond issuances, an increase of $35.0 million due to the Euro exchangeable bond issuance in 2023, an increase of $6.1 million on secured debt and the effect of the balance increase of the Credit Facility during 2023 of $1.4 million, partially offset by a decrease of $46.1 million due to USD unsecured bond payoffs during 2024 and 2023, and a decrease of $27.1 million due to the Supplemental Facility repayment during 2023.
Interest expense increased $51.1 million primarily related to an increase of $81.8 million due to new USD unsecured bond issuances, an increase of $35.0 million due to the Euro exchangeable bond issuance in 2023, an increase of $6.1 million on secured debt and the effect of the balance increase of the Credit Facility during 2023 of $1.4 million, partially offset by a decrease of $46.1 million due to USD unsecured bond payoffs during 2024 and 2023, and a decrease of $27.1 million due to a Supplemental Facility repayment during 2023.
We seek to accomplish this growth through the following: ● attracting and retaining high quality tenants and utilizing economies of scale to reduce operating expenses, ● expanding and re-tenanting existing highly productive locations at competitive rental rates, ● selectively acquiring or increasing our interests in high quality real estate assets or portfolios of assets, ● generating consumer traffic in our retail properties through marketing initiatives and strategic corporate alliances, and ● selling selective non-core assets. 60 Table of Contents We also grow by generating supplemental revenues from the following activities: ● establishing our properties as leading market resource providers for retailers and other businesses and consumer-focused corporate alliances, including national marketing alliances, static and digital media initiatives, business development, sponsorship, and events, ● offering property operating services to our tenants and others, including waste handling and facility services, and the provision of energy services, ● selling or leasing land adjacent to our properties, commonly referred to as “outlots” or “outparcels,” and ● generating interest income on cash deposits and investments in loans, including those made to related entities .
We seek to accomplish this growth through the following: ● attracting and retaining high quality tenants and utilizing economies of scale to reduce operating expenses, ● expanding and re-tenanting existing highly productive locations at competitive rental rates, ● selectively acquiring or increasing our interests in high quality real estate assets or portfolios of assets, ● generating consumer traffic in our retail properties through marketing initiatives and strategic corporate alliances, and ● selling selective non-core assets. 59 Table of Contents We also grow by generating supplemental revenues from the following activities: ● establishing our properties as leading market resource providers for retailers and other businesses and consumer-focused corporate alliances, including national marketing alliances, static and digital media initiatives, business development, sponsorship, and events, ● offering property operating services to our tenants and others, including waste handling and facility services, and the provision of energy services, ● selling or leasing land adjacent to our properties, commonly referred to as “outlots” or “outparcels,” and ● generating interest income on cash deposits and investments in loans, including those made to related entities .
Penney completed an all-equity transaction where it acquired the retail operations of SPARC Group, resulting in the recognition of a non-cash pre-tax gain by SPARC Holdings, our share of which, after eliminations, was $100.5 million, which is included in gain due to disposal, exchange, or revaluation of equity interests, net in the consolidated statement of operations and comprehensive income.
Penney completed an all-equity transaction where it acquired the retail operations of SPARC Group, resulting in the recognition of a non-cash pre-tax gain by SPARC Holdings, our share of which, after eliminations, was $100.5 million, which is included in (Loss) gain due to disposal, exchange, or revaluation of equity interests, net in the consolidated statement of operations and comprehensive income.
This mortgage loan was paid off prior to December 31, 2024. On February 6, 2024 we acquired an additional interest in Miami International Mall from a joint venture partner, resulting in the consolidation of this property. The cash consideration for this transaction was de minimis. The property is subject to a $158.0 million 6.92% fixed rate mortgage loan.
This mortgage loan was paid off prior to December 31, 2024. On February 6, 2024 we acquired an additional interest in Miami International Mall from a joint venture partner, resulting in the consolidation of this property. The cash consideration for this transaction was de minimis. The property is subject to a $158.0 million 6.92% fixed rate mortgage loan. Dispositions.
During the first quarter of 2024, we sold all of our remaining interest in ABG for cash proceeds of $1.2 billion, resulting in a pre-tax gain of $414.8 million, which is included in gain due to disposal, exchange, or revaluation of equity interests, net, in the consolidated statement of operations.
During the first quarter of 2024, we sold all of our remaining interest in ABG for cash proceeds of $1.2 billion, resulting in a pre-tax gain of $414.8 million, which is included in (Loss) gain due to disposal, exchange, or revaluation of equity interests, net, in the consolidated statement of operations.
As a result, we recognized a non-cash pre-tax gain on the deemed disposal of $10.3 million, which is included in gain due to disposal, exchange, or revaluation of equity interests, net in the consolidated statement of operations and comprehensive income. This non-cash investing activity is excluded from our consolidated statement of cash flows.
As a result, we recognized a non-cash pre-tax gain on the deemed disposal of $10.3 million, which is included in (Loss) gain due to disposal, exchange, or revaluation of equity interests, net in the consolidated statement of operations and comprehensive income. This non-cash investing activity is excluded from our consolidated statement of cash flows.
As a result, we recognized a non-cash pre-tax gain on the deemed disposal of $12.4 million, which is included in gain due to disposal, exchange, or revaluation of equity interests, net in the consolidated statement of operations and comprehensive income. This non-cash investing activity is excluded from our consolidated statement of cash flows.
As a result, we recognized a non-cash pre-tax gain on the deemed disposal of $12.4 million, which is included in (Loss) gain due to disposal, exchange, or revaluation of equity interests, net in the consolidated statement of operations and comprehensive income. This non-cash investing activity is excluded from our consolidated statement of cash flows.
As a result, we recognized a non-cash pre-tax gain on the deemed disposal of $36.4 million, which is included in gain due to disposal, exchange, or revaluation of equity interests, net in the consolidated statement of operations and comprehensive income. This non-cash investing activity is excluded from our consolidated statement of cash flows.
As a result, we recognized a non-cash pre-tax gain on the deemed disposal of $36.4 million, which is included in (Loss) gain due to disposal, exchange, or revaluation of equity interests, net in the consolidated statement of operations and comprehensive income. This non-cash investing activity is excluded from our consolidated statement of cash flows.
As a result, we recognized a non-cash pre-tax gain on the deemed disposal of $145.8 million, which is included in gain due to disposal, exchange, or revaluation of equity interests, net in the consolidated statement of operations and comprehensive income. This non-cash investing activity is excluded from our consolidated statement of cash flows.
As a result, we recognized a non-cash pre-tax gain on the deemed disposal of $145.8 million, which is included in (Loss) gain due to disposal, exchange, or revaluation of equity interests, net in the consolidated statement of operations and comprehensive income. This non-cash investing activity is excluded from our consolidated statement of cash flows.
We own 100% of this center. ● On February 6, 2024, we acquired an additional interest in Miami International Mall from a joint venture partner, resulting in the consolidation of this property. ● On April 27, 2023, we opened Paris-Giverny Designer Outlet, a 228,000 square foot center in Vernon, France.
We own 100% of this center. ● On February 6, 2024, we acquired an additional interest in Miami International Mall from a joint venture partner, resulting in the consolidation of this property. ● On April 27, 2023, we opened Paris-Giverny Designer Outlet, a 228,000 square foot center in Vernon, France. We own a 74% interest in this center.
During the fourth quarter of 2023, we sold a portion of our interest in ABG, resulting in a pre-tax gain of $157.1 million, which is included in gain due to disposal, exchange, or revaluation of equity interests, net, in the consolidated statement of operations.
During the fourth quarter of 2023, we sold a portion of our interest in ABG, resulting in a pre-tax gain of $157.1 million, which is included in (Loss) gain due to disposal, exchange, or revaluation of equity interests, net, in the consolidated statement of operations.
The most significant components of our real estate valuations are typically the determination of relative fair value to the buildings as-if-vacant, land and market value of in-place leases.
The most significant components of our real estate valuations are typically the determination of fair value to the buildings as-if-vacant, land and market value of in-place leases.
REITs will generally not be liable for U.S. federal corporate income taxes as long as they distribute not less than 100% of their REIT taxable income. Simon Property Group, L.P. is our majority-owned Delaware partnership subsidiary that owns directly or indirectly all of our real estate properties and other assets.
REITs will generally not be liable for U.S. federal corporate income taxes as long as they distribute not less than 100% of their REIT taxable income. Simon Property Group, L.P. is our majority-owned Indiana partnership subsidiary that owns directly or indirectly all of our real estate properties and other assets.
Additionally, we continue to hold a 33.3% noncontrolling interest in SPARC Holdings, the former owner of SPARC Group, which now primarily holds a 25% interest in Catalyst. ● During the fourth quarter of 2024, we acquired additional 4% ownership in TRG for approximately $266.7 million by issuing 1,572,500 units in the Operating Partnership, bringing our noncontrolling interest in TRG to 88%. ● During the first quarter of 2024, we disposed all of our remaining interest in ABG. ● During 2023, ABG completed multiple capital transactions which resulted in the dilution of our ownership and multiple deemed disposals of a proportional interest of our investment.
Additionally, we continue to hold a 33.3% noncontrolling interest in SPARC Holdings, the former owner of SPARC Group, which now primarily holds a 25% interest in Catalyst. ● During the fourth quarter of 2024, we acquired additional 4% ownership in TRG for approximately $266.7 million by issuing 1,572,500 units in the Operating Partnership, bringing our noncontrolling interest in TRG to 88% as of December 31, 2024. ● During the first quarter of 2024, we disposed of all of our remaining interest in ABG. ● During 2023, ABG completed multiple capital transactions which resulted in the dilution of our ownership and multiple deemed disposals of a proportional interest of our investment.
At December 31, 2024, the applicable borrowers under these non-recourse mortgage notes were in compliance with all covenants where non-compliance could individually or in the aggregate, giving effect to applicable cross-default provisions, have a material adverse effect on our financial condition, liquidity or results of operations.
At December 31, 2025, the applicable borrowers under these non-recourse mortgage notes were in compliance with all covenants where non-compliance could individually or in the aggregate, giving effect to applicable cross-default provisions, have a material adverse effect on our financial condition, liquidity or results of operations.
We recognized no gain or loss in connection with this disposal. 65 Table of Contents ● During the third quarter of 2023, we acquired an additional 4% ownership in TRG for approximately $199.6 million by issuing 1,725,000 units in the Operating Partnership, bringing our noncontrolling ownership interest in TRG to 84%. ● During the third quarter of 2023, SPARC Group issued equity to a third party resulting in the dilution of our ownership to 33.3% and a deemed disposal of a proportional interest of our investment.
We recognized no gain or loss in connection with this disposal. ● During the third quarter of 2023, we acquired an additional 4% ownership in TRG for approximately $199.6 million by issuing 1,725,000 units in the Operating Partnership, bringing our noncontrolling ownership interest in TRG to 84%. ● During the third quarter of 2023, SPARC Group issued equity to a third party resulting in the dilution of our ownership to 33.3% and a deemed disposal of a proportional interest of our investment.
(4) Other platform investments include retail operations (Catalyst), an e-commerce company (Rue Gilt Groupe, or RGG), and a global real estate investment and management company (Jamestown). (5) Includes our share of NOI of Klépierre (at constant currency) and other corporate investments.
(5) Other platform investments include retail operations (Catalyst), an e-commerce company (Rue Gilt Groupe, or RGG), and a global real estate investment and management company (Jamestown). (6) Includes our share of NOI of Klépierre (at constant currency) and other corporate investments.
In addition, we expect to be able to generate or obtain capital for nonrecurring capital expenditures, such as acquisitions, major building redevelopments and expansions, as well as for scheduled principal maturities on outstanding indebtedness, from the following, however a severe and prolonged disruption and instability in the global financial markets, including the debt and equity capital markets, may affect our ability to access necessary capital: ● excess cash generated from operating performance and working capital reserves, ● borrowings on the Credit Facilities and Commercial Paper program, 68 Table of Contents ● additional secured or unsecured debt financing, or ● additional equity raised in the public or private markets.
In addition, we expect to be able to generate or obtain capital for nonrecurring capital expenditures, such as acquisitions, major building redevelopments and expansions, as well as for scheduled principal maturities on outstanding indebtedness, from the following, however a severe and prolonged disruption and instability in the global financial markets, including the debt and equity capital markets, may affect our ability to access necessary capital: ● excess cash generated from operating performance and working capital reserves, ● borrowings on the Credit Facilities and Commercial Paper program, ● additional secured or unsecured debt financing, or ● additional equity raised in the public or private markets.
(2) Variable rate interest payments are estimated based on the SOFR or other applicable rate at December 31, 2024. (3) Represents only the minimum non-cancellable lease period, excluding applicable lease extension and renewal options, unless reasonably certain of exercise.
(2) Variable rate interest payments are estimated based on the SOFR or other applicable rate at December 31, 2025. (3) Represents only the minimum non-cancellable lease period, excluding applicable lease extension and renewal options, unless reasonably certain of exercise.
As a result, failing to maintain REIT status would result in a significant increase in the income tax expense recorded and paid during those periods. ● In the period of a significant acquisition of real estate, we make estimates as part of our valuation of the purchase price of asset acquisitions (including the components of excess investment in joint ventures) to the various components of the acquisition based upon the relative fair value of each component.
As a result, failing to maintain REIT status would result in a significant increase in the income tax expense recorded and paid during those periods. ● In the period of a significant acquisition of real estate, we make estimates as part of our valuation of the purchase price of asset acquisitions (including the components of excess investment in joint ventures) and business combinations to the various components of the acquisition based upon the fair value of each component.
We may elect to fund cash needs of a joint venture through equity contributions (generally on a basis proportionate to our ownership interests), advances or partner loans, although such fundings are not required contractually or otherwise. 71 Table of Contents Acquisitions and Dispositions Buy-sell, marketing rights, and other exit mechanisms are common in real estate partnership agreements.
We may elect to fund cash needs of a joint venture through equity contributions (generally on a basis proportionate to our ownership interests), advances or partner loans, although such fundings are not required contractually or otherwise. Acquisitions and Dispositions Buy-sell, marketing rights, and other exit mechanisms are common in real estate partnership agreements.
Such factors include, but are not limited to: the intensely competitive market environment in the retail industry, including e-commerce; the inability to renew leases and relet vacant space at existing properties on favorable terms; the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise; the potential loss of anchor stores or major tenants; an increase in vacant space at our properties; the loss of key management personnel; changes in economic and market conditions that may adversely affect the general retail environment, including but not limited to those caused by inflation, recessionary pressures, wars, escalating geopolitical tensions as a result of the war in Ukraine and the conflicts in the Middle East, and supply chain disruptions; the potential for violence, civil unrest, criminal activity or terrorist activities at our properties; the availability of comprehensive insurance coverage; security breaches that could compromise our information technology or infrastructure; changes in market rates of interest; our international activities subjecting us to risks that are different from or greater than those associated with our domestic operations, including changes in foreign exchange rates; the impact of our substantial indebtedness on our future operations, including covenants in the governing agreements that impose restrictions on us that may affect our ability to operate freely; any disruption in the financial markets that may adversely affect our ability to access capital for growth and satisfy our ongoing debt service requirements; any change in our credit rating; our continued ability to maintain our status as a REIT; changes in tax laws or regulations that result in adverse tax consequences; risks associated with the acquisition, development, redevelopment, expansion, leasing and management of properties; the inability to lease newly developed properties on favorable terms; risks relating to our joint venture properties, including guarantees of certain joint venture indebtedness; reducing emissions of greenhouse gases; environmental liabilities; natural disasters; uncertainties regarding the impact of pandemics, epidemics or public health crises, and the associated governmental restrictions on our business, financial condition, results of operations, cash flow and liquidity; and general risks related to real estate investments, including the illiquidity of real estate investments.
Such factors include, but are not limited to: the intensely competitive market environment in the retail real estate industry and the retail industry, including e-commerce; the inability to renew leases and relet vacant space at existing properties on favorable terms; the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise; the potential loss of anchor stores or major tenants; an increase in vacant space at our properties; the loss of key management personnel; changes in economic and market conditions that may adversely affect the general retail environment, including but not limited to those caused by inflation, the impact of tariffs and global trade disruptions on us to the extent impacting our tenants, recessionary pressures, wars, escalating geopolitical tensions as a result of the war in Ukraine and the conflicts in the Middle East, and supply chain disruptions; the potential for violence, civil unrest, criminal activity or terrorist activities at our properties; the availability of comprehensive insurance coverage; security breaches that could compromise our information technology or infrastructure; changes in market rates of interest; our international activities subjecting us to risks that are different from or greater than those associated with our domestic operations, including changes in foreign exchange rates; the impact of our substantial indebtedness on our future operations, including covenants in the governing agreements that impose restrictions on us that may affect our ability to operate freely; any disruption in the financial markets that may adversely affect our ability to access capital for growth and satisfy our ongoing debt service requirements; any change in our credit rating; our continued ability to maintain our status as a REIT; changes in tax laws or regulations that result in adverse tax consequences; risks associated with the acquisition, development, redevelopment, expansion, leasing and management of properties; the inability to lease newly developed properties on favorable terms; risks relating to our joint venture properties, including guarantees of certain joint venture indebtedness; the effects of climate change; environmental liabilities; natural or other disasters; uncertainties regarding the impact of pandemics, epidemics or public health crises, and the associated governmental restrictions on our business, financial condition, results of operations, cash flow and liquidity; and general risks related to real estate investments, including the illiquidity of real estate investments.
As of December 31, 2024, we own a 31.3% noncontrolling interest in Catalyst. Additionally, we continue to hold a 33.3% noncontrolling interest in SPARC Holdings, the former owner of SPARC Group, which now primarily holds a 25% interest in Catalyst.
As of December 31, 2025 and 2024, we own a 31.3% noncontrolling interest in Catalyst. Additionally, we continue to hold a 33.3% noncontrolling interest in SPARC Holdings, the former owner of SPARC Group, which now primarily holds a 25% interest in Catalyst.
Other income increased $72.3 million, primarily due to a $76.4 million increase in interest income and a $13.6 million increase in land sale activity, partially offset by a decrease in franchise operations of $27.9 million. Property operating expense increased $40.4 million as a result of inflationary cost increases and the consolidation of two properties.
Other income increased $72.3 million, primarily due to a $76.4 million increase in interest income and a $13.6 million increase in land sale activity, partially offset by a decrease in franchise operations of $27.9 million. 66 Table of Contents Property operating expense increased $40.4 million as a result of inflationary cost increases and the consolidation of two properties.
The Supplemental Facility includes a facility fee determined by the Company’s corporate credit rating of between 0.100% and 0.300% on the aggregate revolving commitments under the Supplemental Facility. Based upon our current credit ratings, the interest rate on the Supplemental Facility is SOFR plus 72.5 basis points, plus a spread adjustment to account for the transition from LIBOR to SOFR.
The Supplemental Facility includes a facility fee determined by the Company’s corporate credit rating of between 0.100% and 0.300% on the aggregate revolving commitments under the Supplemental Facility. Based upon our current credit ratings, the interest rate on the Supplemental Facility is SOFR plus 70.0 basis points, plus a spread adjustment to account for the transition from LIBOR to SOFR.
Certain of our secured debt instruments contain financial and other non-financial covenants which are specific to the properties that serve as collateral for that debt. If the applicable borrower under these non-recourse mortgage notes were to fail to comply with these covenants, the lender could accelerate the debt and enforce its rights against their collateral.
Certain of our secured debt instruments contain financial and other non-financial covenants which are specific to the properties that serve as collateral for that debt. 70 Table of Contents If the applicable borrower under these non-recourse mortgage notes were to fail to comply with these covenants, the lender could accelerate the debt and enforce its rights against their collateral.
The Credit Facility includes a facility fee determined by our corporate credit rating of between 0.100% and 0.300% on the aggregate revolving commitments under the Credit Facility. Based upon our current credit ratings, the interest rate on the Credit Facility is SOFR plus 72.5 basis points, plus a spread adjustment to account for the transition from LIBOR to SOFR.
The Credit Facility includes a facility fee determined by our corporate credit rating of between 0.100% and 0.300% on the aggregate revolving commitments under the Credit Facility. Based upon our current credit ratings, the interest rate on the Credit Facility is SOFR plus 70.0 basis points, plus a spread adjustment to account for the transition from LIBOR to SOFR.
The combined business was renamed Catalyst post transaction. This non-cash investment activity is excluded from our consolidated statement of cash flows. In connection with this transaction, we recorded deferred taxes of $25.1 million, which is included in income and other tax expense in the consolidated statement of operations and comprehensive income.
The combined business was renamed Catalyst post transaction. This non-cash investment activity is excluded from our consolidated statement of cash flows. In connection with this transaction, we recorded deferred taxes of $25.1 million, which is included in income and 72 Table of Contents other tax expense in the consolidated statement of operations and comprehensive income.
We expect to generate positive cash flow from operations in 2025, and we consider these projected cash flows in our sources and uses of cash. These cash flows are principally derived from rents paid by our tenants.
We expect to generate positive cash flow from operations in 2026, and we consider these projected cash flows in our sources and uses of cash. These cash flows are principally derived from rents paid by our tenants.
Notes will be sold under customary terms in the U.S. and Euro commercial paper note markets and rank (either by themselves or as a result of the guarantee described above) pari passu with the Operating Partnership's other unsecured senior indebtedness.
Notes will be sold under customary terms in the U.S. and Euro commercial paper note markets and rank (either by themselves or as a result of the guarantee described above) pari 69 Table of Contents passu with the Operating Partnership's other unsecured senior indebtedness.
Our consolidated net income exposure to changes in the volatility of the Euro, Yen, Peso, Won, and other foreign currencies is not material. We expect our share of estimated committed capital for international development projects to be completed with projected delivery in 2025 or 2026 is $12 million, primarily funded through reinvested joint venture cash flow and construction loans.
Our consolidated net income exposure to changes in the volatility of the Euro, Yen, Peso, Won, and other foreign currencies is not material. We expect our share of estimated committed capital for international development projects to be completed with projected delivery in 2026 or 2027 is $4 million, primarily funded through reinvested joint venture cash flow and construction loans.
During the second quarter of 2024, we participated in the formation of a joint venture, Phoenix Retail, LLC, to acquire the Express Retail Company from the previous owner on June 21, 2024, in a bankruptcy proceeding, and operate Express 72 Table of Contents and Bonobos direct-to-consumer business in the United States.
During the second quarter of 2024, we participated in the formation of a joint venture, Phoenix Retail, LLC, to acquire the Express Retail Company from the previous owner on June 21, 2024, in a bankruptcy proceeding, and operate Express and Bonobos direct-to-consumer business in the United States.
We believe that these non-GAAP measures are helpful to investors because they are widely recognized measures of the 75 Table of Contents performance of REITs and provide a relevant basis for comparison among REITs. We also use these measures internally to measure the operating performance of our portfolio.
We believe that these non-GAAP measures are helpful to investors because they are widely recognized measures of the performance of REITs and provide a relevant basis for comparison among REITs. We also use these measures internally to measure the operating performance of our portfolio.
We seek growth in earnings, funds from operations, or FFO, and cash flows by enhancing the profitability and operation of our properties and investments.
We seek growth in earnings, funds from operations, or FFO, real estate FFO, and cash flows by enhancing the profitability and operation of our properties and investments.
The Supplemental Facility, has a borrowing capacity of $3.5 to $4.5 billion during its term subject to obtaining additional lender commitments and satisfying certain customary conditions precedent and provides for borrowings denominated in U.S. dollars, Euro, Yen, Pounds, Sterling, Canadian dollars and Australian dollars.
The Supplemental Facility has a borrowing capacity of $3.5 billion, which may be increased to $4.5 billion during its term subject to obtaining additional lender commitments and satisfying certain customary conditions precedent and provides for borrowings denominated in U.S. dollars, Euro, Yen, Pounds, Sterling, Canadian dollars and Australian dollars.
We believe we have sufficient cash on hand and availability under the Credit Facilities and the Commercial Paper program to address our debt maturities and capital needs through 2025. Cash Flows Our net cash flow from operating activities and distributions of capital from unconsolidated entities totaled $4.1 billion during 2024.
We believe we have sufficient cash on hand and availability under the Credit Facilities and the Commercial Paper program to address our debt maturities and capital needs through 2026. Cash Flows Our net cash flow from operating activities and distributions of capital from unconsolidated entities totaled $4.5 billion during 2025.
Overview Simon Property Group, Inc. is a Delaware corporation that operates as a self-administered and self-managed real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code.
Overview Simon Property Group, Inc. is an Indiana corporation that operates as a self-administered and self-managed real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code.
We include all company owned space except for mall anchors, mall majors, mall freestanding and mall outlots in the calculation. Base minimum rent per square foot is the average base minimum rent charge in effect for the reporting period for all tenants that would qualify to be included in ending occupancy.
We include all company owned space except for mall anchors, mall majors, mall freestanding and mall outlots in the calculation. Base 62 Table of Contents minimum rent per square foot is the average base minimum rent charge in effect for the reporting period for all tenants that would qualify to be included in ending occupancy.
If Simon lost its REIT status, it could not elect to be taxed as a REIT for four taxable years following the year during which qualification was lost unless its failure was 64 Table of Contents due to reasonable cause and certain other conditions were met.
If Simon lost its REIT status, it could not elect to be taxed as a REIT for four taxable years following the year during which qualification was lost unless its failure was due to reasonable cause and certain other conditions were met.
The joint venture debt is secured by a first mortgage, is without recourse to the joint venture partners, and does not represent a liability of the partners, except to the extent the partners or their affiliates expressly guarantee the joint venture debt. As of December 31, 2024, the Operating Partnership guaranteed joint venture-related mortgage indebtedness of $109.8 million.
The joint venture debt is secured by a first mortgage, is without recourse to the joint venture partners, and does not represent a liability of the partners, except to the extent the partners or their affiliates expressly guarantee the joint venture debt. As of December 31, 2025, the Operating Partnership guaranteed joint venture-related mortgage indebtedness of $118.8 million.
(2) Represents the gross amount of write-offs at unconsolidated entities of pre-development costs, our share of which was $57.0 million and $0.1 million, including costs that SPG has capitalized outside of the venture, for the year ended December 31, 2024 and 2023, respectively.
(2) Represents the gross amount of write-offs at unconsolidated entities of pre-development costs, our share of which was $57.0 million, including costs that SPG has capitalized outside of the venture, for the year ended December 31, 2024.
In the third quarter of 2023, we acquired an additional 4% ownership in TRG for approximately $199.6 million by issuing 1,725,000 units in the Operating Partnership. Neither transaction included or resulted in any change to the rights and obligations or decision making authority of the members of the TRG partnership.
In the third quarter of 2023, we acquired an additional 4% ownership in TRG for approximately $199.6 million by issuing 1,725,000 units in the Operating Partnership. Neither transaction included or resulted in any change to the rights and obligations or decision making authority of the members of the TRG partnership. During the fourth quarter of 2024, J.C.
On February 4, 2025, Simon’s Board of Directors declared a quarterly cash dividend for the first quarter of 2025 of $2.10 per share, payable on March 31, 2025 to shareholders of record on March 10, 2025. The distribution rate on units is equal to the dividend rate on common stock.
On February 2, 2026, Simon’s Board of Directors declared a quarterly cash dividend for the first quarter of 2026 of $2.20 per share, payable on March 31, 2026 to shareholders of record on March 10, 2026. The distribution rate on units is equal to the dividend rate on common stock.
As Simon repurchases shares under this program, the Operating Partnership repurchases an equal number of units from Simon. Forward-Looking Statements Certain statements made in this annual report on Form 10-K may be deemed "forward–looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.
As Simon repurchases shares under these programs, the Operating Partnership repurchases an equal number of units from Simon. ​ 74 Table of Contents Forward-Looking Statements Certain statements made in this annual report on Form 10-K may be deemed "forward–looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.
Dividends, Distributions and Stock Repurchase Program Simon paid a common stock dividend of $2.10 per share in the fourth quarter of 2024 and $8.10 per share for the year ended December 31, 2024. The Operating Partnership paid distributions per unit for the same amounts.
Dividends, Distributions and Stock Repurchase Program Simon paid a common stock dividend of $2.20 per share in the fourth quarter of 2025 and $8.55 per share for the year ended December 31, 2025. The Operating Partnership paid distributions per unit for the same amounts.
As of December 31, 2024, we also owned a 22.4% equity stake in Klépierre SA, or Klépierre, a publicly traded, Paris-based real estate company, which owns, or has an interest in, shopping centers located in 14 countries in Europe.
As of December 31, 2025, we also owned a 22.2% equity stake in Klépierre SA, or Klépierre, a publicly traded, Paris-based real estate company, which owns, or has an interest in, shopping centers located in 13 countries in Europe.
(3) Includes income components excluded from portfolio NOI and domestic property NOI (domestic lease termination income, interest income, land sale gains, straight line lease income, above/below market lease adjustments), Simon 78 Table of Contents management company revenues, foreign exchange impact, and other assets.
(3) Beneficial interest of NOI from TRG prior to the TRG Acquisition. 78 Table of Contents (4) Includes income components excluded from portfolio NOI and domestic property NOI (domestic lease termination income, interest income, land sale gains, straight line lease income, above/below market lease adjustments), Simon management company revenues, foreign exchange impact, and other assets.
The Commercial Paper program is supported by the Credit Facilities, and if necessary or appropriate, we may make one or more draws under either of the Credit Facilities to pay amounts outstanding from time to time on the Commercial Paper program. On December 31, 2024, we had no outstanding balance under the Commercial Paper program.
The Commercial Paper program is supported by the Credit Facilities, and if necessary or appropriate, we may make one or more draws under either of the Credit Facilities to pay amounts outstanding from time to time on the Commercial Paper program.
Current Leasing Activities During the twelve months ended December 31, 2024, we signed 1,149 new leases and 2,549 renewal leases (excluding mall anchors and majors, new development, redevelopment and leases with terms of one year or less) with a fixed minimum rent across our U.S.
Current Leasing Activities During the twelve months ended December 31, 2025, we signed 1,112 new leases and 2,035 renewal leases (excluding recent acquisitions, mall anchors and majors, new development, redevelopment and leases with terms of one year or less) with a fixed minimum rent across our U.S.
As of December 31, 2024, we were in compliance with all covenants of our unsecured debt. 70 Table of Contents At December 31, 2024, our consolidated subsidiaries were the borrowers under 35 non-recourse mortgage notes secured by mortgages on 38 properties and other assets, including two separate pools of cross-defaulted and cross-collateralized mortgages encumbering a total of five properties.
As of December 31, 2025, we were in compliance with all covenants of our unsecured debt. At December 31, 2025, our consolidated subsidiaries were the borrowers under 41 non-recourse mortgage notes secured by mortgages on 44 properties and other assets, including two separate pools of cross-defaulted and cross-collateralized mortgages encumbering a total of five properties.
If we were to fail to comply with these covenants, after the expiration of the applicable cure periods, the debt maturity could be accelerated or other remedies could be sought by the lender, including adjustments to the applicable interest rate.
Covenants Our unsecured debt agreements contain financial covenants and other non-financial covenants. If we were to fail to comply with these covenants, after the expiration of the applicable cure periods, the debt maturity could be accelerated or other remedies could be sought by the lender, including adjustments to the applicable interest rate.
The information used to prepare these statistics has been supplied by the managing venture partner. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, %/basis point December 31, %/basis point December 31, ​ ​ 2024 ​ Change ​ 2023 ​ Change ​ 2022 Ending Occupancy ​ ​ 99.3% ​ -40 bps ​ ​ 99.7% ​ -10 bps ​ ​ 99.8% Average Base Minimum Rent per Square Foot ​ ¥ 5,511 ​ 0.31% ​ ¥ 5,494 ​ -4.93% ​ ¥ 5,779 ​ 63 Table of Contents Critical Accounting Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles, or GAAP, requires management to use judgment in the application of accounting policies, including making estimates and assumptions.
The information used to prepare these statistics has been supplied by the managing venture partner. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ %/basis point ​ ​ December 31, ​ ​ %/basis point ​ ​ December 31, ​ ​ 2025 ​ Change ​ 2024 ​ Change ​ 2023 Ending Occupancy ​ ​ 99.9% ​ +60 bps ​ ​ 99.3% ​ -40 bps ​ ​ 99.7% Average Base Minimum Rent per Square Foot ​ ¥ 5,581 ​ 1.27% ​ ¥ 5,511 ​ 0.31% ​ ¥ 5,494 ​ Critical Accounting Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles, or GAAP, requires management to use judgment in the application of accounting policies, including making estimates and assumptions.
The average annual initial base minimum rent for new leases was $66.61 per square foot in 2024 and $66.39 per square foot in 2023 with an average tenant allowance on new leases of $60.33 per square foot and $64.31 per square foot, respectively. Japan Data The following are selected key operating statistics for our Premium Outlets in Japan.
The average annual initial base minimum rent for new leases was $65.09 per square foot in 2025 and $66.61 per square foot in 2024 with an average tenant allowance on new leases of $63.92 per square foot and $60.33 per square foot, respectively. Japan Data The following are selected key operating statistics for our Premium Outlets in Japan.
Borrowings in currencies other than the U.S. dollar are limited to 100% of the maximum revolving credit amount, as defined. The initial maturity date of the Supplemental Facility is January 31, 2029 and can be extended for an additional year to January 31, 2030 at our sole option, subject to satisfying certain customary conditions precedent.
Borrowings in currencies other than the U.S. dollar are limited to 100% of the maximum revolving credit amount, as defined. The initial maturity date of the Supplemental Facility is January 31, 2029 and can be extended for an additional year to January 31, 2030 at our sole option, subject to the continued compliance with the terms thereof.
The following table summarizes total capital expenditures on consolidated properties on a cash basis (in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 2022 New Developments ​ $ 75 ​ $ 156 ​ $ 108 ​ Redevelopments and Expansions ​ 321 ​ 328 ​ 283 ​ Tenant Allowances ​ 191 ​ 209 ​ 207 ​ Operational Capital Expenditures ​ 169 ​ 100 ​ 52 ​ Total ​ $ 756 ​ $ 793 ​ $ 650 ​ ​ ​ International Development Activity We typically reinvest net cash flow from our international joint ventures to fund future international development activity.
The following table summarizes total capital expenditures on consolidated properties on a cash basis (in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 New Developments ​ $ 22 ​ $ 75 ​ $ 156 ​ Redevelopments and Expansions ​ 417 ​ 321 ​ 328 ​ Tenant Allowances ​ 242 ​ 191 ​ 209 ​ Operational Capital Expenditures ​ 253 ​ 169 ​ 100 ​ Total ​ $ 934 ​ $ 756 ​ $ 793 ​ ​ ​ International Development Activity We typically reinvest net cash flow from our international joint ventures to fund future international development activity.
On September 26, 2024, the Operating Partnership completed the issuance of $1.0 billion senior unsecured notes with a fixed interest rate of 4.75% and a maturity date of September 26, 2034. On October 1, 2024, the Operating Partnership completed the redemption, at par, of its $900.0 million 3.38% senior unsecured notes at maturity.
On September 26, 2024, the Operating Partnership completed the issuance of $1.0 billion senior unsecured notes with a fixed interest rate of 4.75% and a maturity date of September 26, 2034. On September 13, 2024, the Operating Partnership completed the redemption, at par, of its $1.0 billion 2.00% senior unsecured notes at maturity.
Malls and Premium Outlets portfolio, comprising approximately 13.5 million square feet, of which 10.4 million square feet related to consolidated properties. During the comparable period in 2023, we signed 1,185 new leases and 1,841 renewal leases with a fixed minimum rent, comprising approximately 10.9 million square feet, of which 8.3 million square feet related to consolidated properties.
Malls and Premium Outlets portfolio, comprising approximately 11.4 million square feet, of which 8.8 million square feet related to consolidated properties. During the comparable period in 2024, we signed 1,149 new leases and 2,549 renewal leases with a fixed minimum rent, comprising approximately 13.5 million square feet, of which 10.4 million square feet related to consolidated properties.
On January 30, 2025, we completed the acquisition of a 100% interest in two luxury outlet destinations in Italy, one in Leccio, nearby Florence, and the other in Sanremo, on the Italian riviera. The acquisition price was €350.0 million, subject to customary working capital adjustments.
The property is subject to a $165 million 3.29% fixed rate mortgage loan. On January 30, 2025, we completed the acquisition of a 100% interest in two luxury outlet destinations in Italy, one in Leccio, nearby Florence, and the other in Sanremo, on the Italian riviera. The acquisition price was €350 million, subject to customary working capital adjustments.
Income and other tax expense decreased $58.6 million primarily due to results of operations from our other platform investments and transactions within our TRS, partially offset by the aforementioned ABG, J.C.
Income and other tax expense decreased $58.6 million primarily due to results of operations from our other platform investments and transactions within our TRS, partially offset by the aforementioned ABG, J.C. Penney, and SPARC Group transactions which increased tax expense by $37.8 million year-over-year.
As of December 31, 2024, we owned or held an interest in 194 income-producing properties in the United States, which consisted of 92 malls, 70 Premium Outlets, 14 Mills, six lifestyle centers, and 12 other retail properties in 37 states and Puerto Rico.
As of December 31, 2025, we owned or held an interest in 212 income-producing properties in the United States, which consisted of 108 malls, 70 Premium Outlets, 16 Mills, six lifestyle centers, and 12 other retail properties in 38 states and Puerto Rico.
We also do not include any information for properties located outside the United States. 62 Table of Contents The following table sets forth these key operating statistics for domestic properties: ● properties that are consolidated in our consolidated financial statements, ● properties we account for under the equity method of accounting as joint ventures, and ● the foregoing two categories of properties on a total portfolio basis. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ %/Basis Point ​ ​ ​ ​ %/Basis Point ​ ​ ​ ​ 2024 Change (1) 2023 Change (1) 2022 U.S.
The following table sets forth these key operating statistics for domestic properties: ● properties that are consolidated in our consolidated financial statements, ● properties we account for under the equity method of accounting as joint ventures, and ● the foregoing two categories of properties on a total portfolio basis. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ %/Basis Point ​ ​ ​ ​ %/Basis Point ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ Change (1) ​ ​ ​ 2024 ​ ​ ​ Change (1) ​ ​ ​ 2023 U.S.
Portfolio NOI increased 4.6% in 2024 as compared to 2023. Average base minimum rent for U.S. Malls and Premium Outlets increased 2.5% to $58.26 psf as of December 31, 2024, from $56.82 psf as of December 31, 2023. Ending occupancy for our U.S.
Portfolio NOI increased 4.7% in 2025 as compared to 2024. Average base minimum rent for U.S. Malls and Premium Outlets increased 4.7% to $60.97 psf as of December 31, 2025, from $58.26 psf as of December 31, 2024. Ending occupancy for our U.S.
This increase was primarily due to an increase in the effective overall borrowing rate on the fixed rate debt of 14 basis points, due to increasing benchmark rates on new USD and EUR bond issuances. The weighted average years to maturity of our consolidated indebtedness was 8.1 years at December 31, 2024 and 2023.
This increase was primarily due to an increase in the effective overall borrowing rate on the fixed rate debt of 25 basis points, due to increasing benchmark rates. The weighted average years to maturity of our consolidated indebtedness was 7.0 years and 8.1 years at December 31, 2025 and 2024, respectively.
The following table describes recently completed and new development and expansion projects as well as our share of the estimated total cost as of December 31, 2024 (in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross ​ Our ​ Our Share of ​ Our Share of ​ Projected/Actual ​ ​ ​ ​ Leasable ​ Ownership ​ Projected Net Cost ​ Projected Net Cost ​ Opening Property Location Area (sqft) Percentage (in Local Currency) (in USD) (1) Date New Development Projects: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Jakarta Premium Outlets ​ Jakarta, Indonesia ​ 300,000 ​ 50% ​ IDR 931,782 ​ $ 57.5 ​ Mar. - 2025 Expansion: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Busan Premium Outlet Phase 2 ​ Busan, South Korea ​ 184,000 ​ 50% ​ KRW 72,933 ​ $ 49.4 ​ Opened Sep. - 2024 (1) USD equivalent based upon December 31, 2024 foreign currency exchange rates.
The following table describes recently completed and new development and expansion projects as well as our share of the estimated total cost as of December 31, 2025 (in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross ​ Our ​ Our Share of ​ Our Share of ​ Projected/Actual ​ ​ ​ ​ Leasable ​ Ownership ​ Projected Net Cost ​ Projected Net Cost ​ Opening Property ​ ​ Location ​ ​ Area (sqft) ​ ​ Percentage ​ ​ (in Local Currency) ​ ​ (in USD) (1) ​ ​ Date New Development Projects: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Jakarta Premium Outlets ​ Jakarta, Indonesia ​ 302,000 ​ 50% ​ IDR 931,782 ​ $ 55.8 ​ Opened Mar. - 2025 (1) USD equivalent based upon December 31, 2025 foreign currency exchange rates.
Our evaluation of changes in economic or operating conditions and whether an impairment is other-than-temporary may include developing estimates of fair value, forecasted cash flows or operating income before depreciation and amortization.
We will record an impairment charge if we determine the fair value of the investments are less than their carrying value and such impairment is other-than-temporary. Our evaluation of changes in economic or operating conditions and whether an impairment is other-than-temporary may include developing estimates of fair value, forecasted cash flows or operating income before depreciation and amortization.
Summary of Financing Our consolidated debt, adjusted to reflect outstanding derivative instruments, and the effective weighted average interest rates as of December 31, 2024 and 2023, consisted of the following (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Effective ​ ​ Effective ​ ​ Adjusted Balance ​ Weighted ​ Adjusted ​ Weighted ​ ​ as of ​ Average ​ Balance as of ​ Average Debt Subject to ​ December 31, 2024 Interest Rate(1) ​ December 31, 2023 Interest Rate(1) ​ Fixed Rate ​ $ 24,035,060 3.61% ​ $ 25,705,396 3.47% ​ Variable Rate ​ 229,435 5.47% ​ 328,027 5.91% ​ ​ ​ $ 24,264,495 3.62% ​ $ 26,033,423 3.49% ​ (1) Effective weighted average interest rate excludes the impact of net discounts and debt issuance costs.
Summary of Financing Our consolidated debt, adjusted to reflect outstanding derivative instruments, and the effective weighted average interest rates as of December 31, 2025 and 2024, consisted of the following (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Effective ​ ​ ​ ​ ​ ​ ​ ​ Effective ​ ​ Adjusted Balance ​ Weighted ​ Adjusted ​ Weighted ​ ​ as of ​ Average ​ Balance as of ​ Average Debt Subject to ​ December 31, 2025 Interest Rate(1) ​ December 31, 2024 Interest Rate(1) ​ Fixed Rate ​ $ 28,119,149 3.86% ​ $ 24,035,060 3.61% ​ Variable Rate ​ 311,026 4.58% ​ 229,435 5.47% ​ ​ ​ $ 28,430,175 3.87% ​ $ 24,264,495 3.62% ​ (1) Effective weighted average interest rate excludes the impact of net discounts and debt issuance costs.
Results Overview Diluted earnings per share and diluted earnings per unit increased $0.28 during 2024 to $7.26 as compared to $6.98 in 2023.
Results Overview Diluted earnings per share and diluted earnings per unit increased $6.91 during 2025 to $14.17 as compared to $7.26 in 2024.
We measure any impairment of investment property when the estimated undiscounted operating income before depreciation and amortization during the anticipated holding period plus its residual value is less than the carrying value of the property. To the extent impairment has occurred, we charge to income the excess of carrying value of the property over our estimate of its fair value.
We measure any impairment of investment property when the estimated undiscounted operating income before 63 Table of Contents depreciation and amortization during the anticipated holding period plus its residual value is less than the carrying value of the property.
On December 31, 2024 we had an aggregate available borrowing capacity of $8.2 billion under the Credit Facilities. The maximum aggregate outstanding balance under the Facilities during the year ended December 31, 2024 was $325.1 69 Table of Contents million and the weighted average outstanding balance was $311.1 million.
On December 31, 2025 we had an aggregate available borrowing capacity of $7.7 billion under the Credit Facilities. The maximum aggregate outstanding balance under the Facilities during the year ended December 31, 2025 was $1.0 billion and the weighted average outstanding balance was $693.4 million.
We determine FFO to be our share of consolidated net income computed in accordance with GAAP: ● excluding real estate related depreciation and amortization, ● excluding gains and losses from extraordinary items, ● excluding gains and losses from the acquisition of controlling interest, sale, disposal or property insurance recoveries of, or any impairment related to, depreciable retail operating properties, ● plus the allocable portion of FFO of unconsolidated joint ventures based upon economic ownership interest, and ● all determined on a consistent basis in accordance with GAAP.
We determine FFO to be our share of consolidated net income computed in accordance with GAAP: ● excluding real estate related depreciation and amortization, ● excluding gains and losses from extraordinary items, ● excluding gains and losses from the acquisition of controlling interest, sale, disposal or property insurance recoveries of, or any impairment related to, depreciable retail operating properties, ● plus the allocable portion of FFO of unconsolidated joint ventures based upon economic ownership interest, and ● all determined on a consistent basis in accordance with GAAP. 75 Table of Contents We determine real estate FFO utilizing the definition of FFO as stated above excluding the impact of operations from ● other platform investments, net of tax, ● (loss) gain due to disposal, exchange, or revaluation of equity interests, net of tax, and ● unrealized gains or losses in fair value of publicly traded equity instruments and derivative instrument.
During the fourth quarter of 2024, we acquired an additional 4% ownership in TRG for approximately $266.7 million by issuing 1,572,500 units in the Operating Partnership, bringing our noncontrolling ownership interest in TRG to 88%.
We recognized no gain or loss in connection with this disposal. Joint Venture Formation Activity and Other Investment Activity During the fourth quarter of 2024, we acquired an additional 4% ownership in TRG for approximately $266.7 million by issuing 1,572,500 units in the Operating Partnership, bringing our noncontrolling ownership interest in TRG to 88%.
The weighted average interest rate was 5.29% for the year ended December 31, 2024. Simon has historically had access to public equity markets and the Operating Partnership has historically had access to private and public, short and long-term unsecured debt markets and access to secured debt and private equity from institutional investors at the property level.
Simon has historically had access to public equity markets and the Operating Partnership has historically had access to private and public, short and long-term unsecured debt markets and access to secured debt and private equity from institutional investors at the property level.
Simon’s share of remaining net cash funding required to complete the new development and redevelopment projects currently under construction is approximately $552 million. We expect to fund these capital projects with cash flows from operations. We seek a stabilized return on invested capital in the range of 8-10% for all of our new development, expansion and redevelopment projects.
Our share of the costs of all new development, redevelopment and expansion projects currently under construction is approximately $1.5 billion. Simon’s share of remaining net cash funding required to complete the new development and redevelopment projects currently under construction is approximately $539 million. We expect to fund these capital projects with cash flows from operations.
In 2023, Simon paid dividends of $1.90 and $7.45 per share for the three and twelve month periods ended December 31, 2023, 74 Table of Contents respectively. The Operating Partnership paid distributions per unit for the same amounts.
In 2024, Simon paid dividends of $2.10 and $8.10 per share for the three and twelve month periods ended December 31, 2024, respectively. The Operating Partnership paid distributions per unit for the same amounts.
You should understand that our computations of these non-GAAP measures might not be comparable to similar measures reported by other REITs and that these non-GAAP measures: ● do not represent cash flow from operations as defined by GAAP, ● should not be considered as an alternative to net income determined in accordance with GAAP as a measure of operating performance, and ● are not an alternative to cash flows as a measure of liquidity. 76 Table of Contents The following schedule reconciles total FFO and real estate FFO to consolidated net income and, for Simon, diluted net income per share to diluted FFO per share and real estate FFO per share. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 2022 ​ ​ ​ (in thousands) Consolidated Net Income ​ ​ $ 2,729,021 ​ $ 2,617,018 ​ $ 2,452,385 Adjustments to Arrive at FFO: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization from consolidated properties ​ ​ 1,250,440 ​ 1,250,550 ​ 1,214,441 Our share of depreciation and amortization from unconsolidated entities, including Klépierre, TRG and other corporate investments ​ ​ 848,188 ​ 841,862 ​ 845,784 Loss (gain) on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net ​ ​ 75,818 ​ 3,056 ​ (5,647) Net loss (income) attributable to noncontrolling interest holders in properties ​ ​ 1,641 ​ 1,336 ​ (2,738) Noncontrolling interests portion of depreciation and amortization, gain on consolidation of properties, and gain on disposal of properties ​ ​ (23,367) ​ (22,719) ​ (18,234) Preferred distributions and dividends ​ ​ (4,897) ​ (5,237) ​ (5,252) FFO of the Operating Partnership ​ ​ $ 4,876,844 ​ $ 4,685,866 ​ $ 4,480,739 FFO allocable to limited partners ​ ​ ​ 640,886 ​ ​ 597,727 ​ ​ 564,946 Dilutive FFO allocable to common stockholders ​ ​ $ 4,235,958 ​ $ 4,088,139 ​ $ 3,915,793 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ FFO of the Operating Partnership ​ ​ ​ 4,876,844 ​ ​ 4,685,866 ​ ​ 4,480,739 Gain due to disposal, exchange, or revaluation of equity interests, net of tax ​ ​ ​ (386,417) ​ ​ (271,009) ​ ​ (88,314) Other platform investments, net of tax ​ ​ ​ 88,902 ​ ​ 6,166 ​ ​ (181,262) Unrealized losses (gains) in fair value of publicly traded equity instruments and derivative instrument, net ​ ​ ​ 17,392 ​ ​ (11,892) ​ ​ 61,204 Real Estate FFO ​ ​ $ 4,596,721 ​ $ 4,409,131 ​ $ 4,272,367 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted net income per share to diluted FFO per share reconciliation: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted net income per share ​ ​ $ 7.26 ​ $ 6.98 ​ $ 6.52 Depreciation and amortization from consolidated properties and our share of depreciation and amortization from unconsolidated entities, including Klépierre, TRG and other corporate investments, net of noncontrolling interests portion of depreciation and amortization ​ ​ 5.53 ​ 5.52 ​ 5.44 Loss (gain) on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net ​ ​ 0.20 ​ 0.01 ​ (0.01) Diluted FFO per share ​ ​ $ 12.99 ​ $ 12.51 ​ $ 11.95 Gain due to disposal, exchange, or revaluation of equity interests, net of tax ​ ​ ​ (1.03) ​ ​ (0.72) ​ $ (0.24) Other platform investments, net of tax ​ ​ ​ 0.23 ​ ​ 0.02 ​ ​ (0.48) Unrealized losses (gains) in fair value of publicly traded equity instruments and derivative instrument, net ​ ​ ​ 0.05 ​ ​ (0.03) ​ ​ 0.16 Real Estate FFO per share ​ ​ $ 12.24 ​ $ 11.78 ​ $ 11.39 Basic and Diluted weighted average shares outstanding ​ ​ 326,097 ​ 326,808 ​ 327,817 Weighted average limited partnership units outstanding ​ ​ 49,338 ​ 47,782 ​ 47,295 Basic and Diluted weighted average shares and units outstanding ​ ​ 375,435 ​ 374,590 ​ 375,112 ​ 77 Table of Contents The following schedule reconciles consolidated net income to our beneficial share of NOI. ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year ​ ​ Ended December 31, ​ 2024 2023 ​ ​ (in thousands) Reconciliation of NOI of consolidated entities: ​ ​ ​ ​ Consolidated Net Income ​ $ 2,729,021 ​ $ 2,617,018 Income and other tax expense ​ 23,262 ​ 81,874 Gain due to disposal, exchange, or revaluation of equity interests, net ​ ​ (451,172) ​ ​ (362,019) Interest expense ​ 905,797 ​ 854,648 Income from unconsolidated entities ​ (207,322) ​ (375,663) Unrealized losses (gains) in fair value of publicly traded equity instruments and derivative instrument, net ​ 17,392 ​ (11,892) Loss on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net ​ 75,818 ​ 3,056 Operating Income Before Other Items ​ 3,092,796 ​ 2,807,022 Depreciation and amortization ​ 1,265,340 ​ 1,262,107 Home and regional office costs ​ ​ 223,277 ​ ​ 207,618 General and administrative ​ ​ 44,743 ​ ​ 38,513 Other expenses (1) ​ ​ 818 ​ ​ 320 NOI of consolidated entities ​ $ 4,626,974 ​ $ 4,315,580 Less: Noncontrolling interest partners share of NOI ​ ​ (32,605) ​ ​ (30,918) Beneficial NOI of consolidated entities ​ $ 4,594,369 ​ $ 4,284,662 Reconciliation of NOI of unconsolidated entities: ​ ​ ​ ​ ​ ​ Net Income ​ $ 707,246 ​ $ 853,986 Interest expense ​ 711,402 ​ 685,193 Loss (gain) on sale or disposal of, or recovery on, assets and interests in unconsolidated entities, net ​ 36,536 ​ (20,529) Operating Income Before Other Items ​ 1,455,184 ​ 1,518,650 Depreciation and amortization ​ 636,218 ​ 656,089 Other expenses (2) ​ ​ 73,152 ​ ​ 143 NOI of unconsolidated entities ​ $ 2,164,554 ​ $ 2,174,882 Less: Joint Venture partners share of NOI ​ ​ (1,134,573) ​ ​ (1,132,334) Beneficial NOI of unconsolidated entities ​ $ 1,029,981 ​ $ 1,042,548 Add: Beneficial interest of NOI from TRG ​ ​ 533,009 ​ ​ 503,858 Add: Beneficial interest of NOI from other platform investments and investments ​ ​ 208,043 ​ ​ 399,341 Beneficial interest of Combined NOI ​ $ 6,365,402 ​ $ 6,230,409 Less: Beneficial interest of Corporate and Other NOI Sources (3) ​ 319,090 ​ 319,830 Less: Beneficial interest of NOI from other platform investments (4) ​ ​ (33,977) ​ ​ 91,303 Less: Beneficial interest of NOI from Investments (5) ​ ​ 239,063 ​ ​ 232,919 Beneficial interest of Portfolio NOI ​ $ 5,841,226 ​ $ 5,586,357 Beneficial interest of Portfolio NOI Change ​ ​ 4.6 % ​ ​ (1) Represents the write-off of pre-development costs in consolidated entities.
You should understand that our computations of these non-GAAP measures might not be comparable to similar measures reported by other REITs and that these non-GAAP measures: ● do not represent cash flow from operations as defined by GAAP, ● should not be considered as an alternative to net income determined in accordance with GAAP as a measure of operating performance, and ● are not an alternative to cash flows as a measure of liquidity. 76 Table of Contents The following schedule reconciles total FFO and real estate FFO to consolidated net income and, for Simon, diluted net income per share to diluted FFO per share and real estate FFO per share. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ (in thousands) Consolidated Net Income ​ ​ $ 5,364,120 ​ $ 2,729,021 ​ $ 2,617,018 Adjustments to Arrive at FFO: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization from consolidated properties ​ ​ 1,410,595 ​ 1,250,440 ​ 1,250,550 Our share of depreciation and amortization from unconsolidated entities, including Klépierre, TRG and other corporate investments ​ ​ 811,690 ​ 848,188 ​ 841,862 (Gain) loss on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net ​ ​ (2,887,460) ​ 75,818 ​ 3,056 Net (gain) loss attributable to noncontrolling interest holders in properties ​ ​ (4,815) ​ 1,641 ​ 1,336 Noncontrolling interests portion of depreciation and amortization ​ ​ (26,322) ​ (23,367) ​ (22,719) Preferred distributions and dividends ​ ​ (4,503) ​ (4,897) ​ (5,237) FFO of the Operating Partnership ​ ​ $ 4,663,305 ​ $ 4,876,844 ​ $ 4,685,866 FFO allocable to limited partners ​ ​ ​ 636,189 ​ ​ 640,886 ​ ​ 597,727 Dilutive FFO allocable to common stockholders ​ ​ $ 4,027,116 ​ $ 4,235,958 ​ $ 4,088,139 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ FFO of the Operating Partnership ​ ​ ​ 4,663,305 ​ ​ 4,876,844 ​ ​ 4,685,866 Loss (gain) due to disposal, exchange, or revaluation of equity interests, net of tax ​ ​ ​ 66,981 ​ ​ (386,417) ​ ​ (271,009) Other platform investments, net of tax ​ ​ ​ (24,590) ​ ​ 88,902 ​ ​ 6,166 Unrealized losses (gains) in fair value of publicly traded equity instruments and derivative instrument, net ​ ​ ​ 106,082 ​ ​ 17,392 ​ ​ (11,892) Real Estate FFO ​ ​ $ 4,811,778 ​ $ 4,596,721 ​ $ 4,409,131 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted net income per share to diluted FFO per share reconciliation: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted net income per share ​ ​ $ 14.17 ​ $ 7.26 ​ $ 6.98 Depreciation and amortization from consolidated properties and our share of depreciation and amortization from unconsolidated entities, including Klépierre, TRG and other corporate investments, net of noncontrolling interests portion of depreciation and amortization ​ ​ 5.81 ​ 5.53 ​ 5.52 (Gain) loss on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net ​ ​ (7.64) ​ 0.20 ​ 0.01 Diluted FFO per share ​ ​ $ 12.34 ​ $ 12.99 ​ $ 12.51 Loss (gain) due to disposal, exchange, or revaluation of equity interests, net of tax ​ ​ ​ 0.18 ​ ​ (1.03) ​ $ (0.72) Other platform investments, net of tax ​ ​ ​ (0.07) ​ ​ 0.23 ​ ​ 0.02 Unrealized losses (gains) in fair value of publicly traded equity instruments and derivative instrument, net ​ ​ ​ 0.28 ​ ​ 0.05 ​ ​ (0.03) Real Estate FFO per share ​ ​ $ 12.73 ​ $ 12.24 ​ $ 11.78 Basic and Diluted weighted average shares outstanding ​ ​ 326,367 ​ 326,097 ​ 326,808 Weighted average limited partnership units outstanding ​ ​ 51,558 ​ 49,338 ​ 47,782 Basic and Diluted weighted average shares and units outstanding ​ ​ 377,925 ​ 375,435 ​ 374,590 ​ ​ 77 Table of Contents The following schedule reconciles consolidated net income to our beneficial share of NOI. ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year ​ ​ Ended December 31, ​ ​ ​ 2025 ​ ​ 2024 ​ ​ (in thousands) Reconciliation of NOI of consolidated entities: ​ ​ ​ ​ ​ ​ ​ Consolidated Net Income ​ $ 5,364,120 ​ $ 2,729,021 Income and other tax expense ​ 35,788 ​ 23,262 Loss (gain) due to disposal, exchange, or revaluation of equity interests, net ​ ​ 86,119 ​ ​ (451,172) Interest expense ​ 974,835 ​ 905,797 Income from unconsolidated entities ​ (504,088) ​ (207,322) Unrealized losses in fair value of publicly traded equity instruments and derivative instrument, net ​ 106,082 ​ 17,392 (Gain) loss on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net ​ (2,887,460) ​ 75,818 Operating Income Before Other Items ​ 3,175,396 ​ 3,092,796 Depreciation and amortization ​ 1,426,423 ​ 1,265,340 Home and regional office costs ​ ​ 251,748 ​ ​ 223,277 General and administrative ​ ​ 60,888 ​ ​ 44,743 Other expenses (1) ​ ​ 260 ​ ​ 818 NOI of consolidated entities ​ $ 4,914,715 ​ $ 4,626,974 Less: Noncontrolling interest partners share of NOI ​ ​ (43,016) ​ ​ (32,605) Beneficial NOI of consolidated entities ​ $ 4,871,699 ​ $ 4,594,369 Reconciliation of NOI of unconsolidated entities: ​ ​ ​ ​ ​ ​ Net Income ​ $ 917,853 ​ $ 707,246 Interest expense ​ 719,938 ​ 711,402 (Gain) loss on sale or disposal of, or recovery on, assets and interests in unconsolidated entities, net ​ (23,865) ​ 36,536 Operating Income Before Other Items ​ 1,613,926 ​ 1,455,184 Depreciation and amortization ​ 653,488 ​ 636,218 Other expenses (2) ​ ​ — ​ ​ 73,152 NOI of unconsolidated entities ​ $ 2,267,414 ​ $ 2,164,554 Less: Joint Venture partners share of NOI ​ ​ (1,181,628) ​ ​ (1,134,573) Beneficial NOI of unconsolidated entities ​ $ 1,085,786 ​ $ 1,029,981 Add: Beneficial interest of NOI from TRG (3) ​ ​ 459,090 ​ ​ 533,009 Add: Beneficial interest of NOI from other platform investments and investments ​ ​ 414,129 ​ ​ 208,043 Beneficial interest of Combined NOI ​ $ 6,830,704 ​ $ 6,365,402 Less: Beneficial interest of Corporate and Other NOI Sources (4) ​ 299,387 ​ 313,566 Less: Beneficial interest of NOI from other platform investments (5) ​ ​ 150,336 ​ ​ (42,094) Less: Beneficial interest of NOI from Investments (6) ​ ​ 263,793 ​ ​ 250,049 Beneficial interest of Portfolio NOI ​ $ 6,117,188 ​ $ 5,843,881 Beneficial interest of Portfolio NOI Change ​ ​ 4.7 % ​ ​ (1) Represents the write-off of pre-development costs in consolidated entities.
Penney, and SPARC Group transactions which increased tax expense of $37.8 million year-over-year. 66 Table of Contents Income from unconsolidated entities decreased $168.3 million primarily due to lower results of operations from our other platform investments, partially offset by strong results and improved performance by our joint venture properties.
Income from unconsolidated entities decreased $168.3 million primarily due to lower results of operations from our other platform investments, partially offset by strong results and improved performance by our joint venture properties.
The Credit Facility can be increased in the form of additional commitments in an aggregate not to exceed $1.0 billion, for a total aggregate size of $6.0 billion, subject to obtaining additional lender commitments and satisfying certain customary conditions precedent. Borrowings may be denominated in U.S. dollars, Euro, Yen, Pounds, Sterling, Canadian dollars and Australian dollars.
The Credit Facility has an initial borrowing capacity of $5.0 billion, which may be increased in the form of additional commitments in the aggregate not to exceed $1.0 billion, for a total aggregate size of $6.0 billion, subject to obtaining additional lender commitments and satisfying certain customary conditions precedent.
Malls and Premium Outlets increased 0.7% to 96.5% as of December 31, 2024, from 95.8% as of December 31, 2023, primarily due to strong leasing demand. Our effective overall borrowing rate at December 31, 2024 on our consolidated indebtedness increased 13 basis points to 3.62% as compared to 3.49% at December 31, 2023.
Malls and Premium Outlets decreased 0.1% to 96.4% as of December 31, 2025, from 96.5% as of December 31, 2024. Our effective overall borrowing rate at December 31, 2025 on our consolidated indebtedness increased 25 basis points to 3.87% as compared to 3.62% at December 31, 2024.
Letters of credit of $8.6 million were outstanding under the Facilities as of December 31, 2024. Under the Commercial Paper program, the Operating Partnership may issue unsecured commercial paper notes, denominated in U.S. dollars, Euro and other currencies.
Letters of credit of $3.1 million were outstanding under the Facilities as of December 31, 2025. The Operating Partnership also has available a Commercial Paper program of $2.0 billion, or the non-U.S. dollar equivalent thereof. The Operating Partnership may issue unsecured commercial paper notes, denominated in U.S. dollars, Euro and other currencies.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Based upon consolidated indebtedness and interest rates at December 31, 2024, a 50 basis point increase in the market rates of interest would decrease future earnings and cash flows by approximately $0.7 million, and would decrease the fair value of debt by approximately $756.6 million. ​ 79 Table of Contents
Based upon consolidated indebtedness and interest rates at December 31, 2025, a 50 basis point increase in the market rates of interest would decrease future earnings and cash flows by approximately $0.2 million, and would decrease the fair value of debt by approximately $754.7 million. ​ 79 Table of Contents

Other SPG 10-K year-over-year comparisons