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What changed in SITE Centers Corp.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of SITE Centers Corp.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+588 added−654 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-28)

Top changes in SITE Centers Corp.'s 2025 10-K

588 paragraphs added · 654 removed · 425 edited across 3 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeMaterial Agreements with Curbline Properties In addition to the Separation and Distribution Agreement, on October 1, 2024, the Company entered into a Shared Services Agreement with Curbline Properties and the Operating Partnership (the “Shared Services Agreement”) that requires the Company to provide the services of its employees and the use or benefit of its assets, offices and other resources as may be necessary or useful for Curbline to establish and operate various business functions of the Operating Partnership or its affiliates in a manner as would be established and operated for a REIT similarly situated to Curbline.
Biggest changeThe following tables present the operating statistics affecting base rental revenues summarized by the following portfolios: pro rata combined shopping center portfolio, wholly-owned shopping center portfolio and joint venture shopping center portfolio: Pro Rata Combined Shopping Center Portfolio December 31, 2025 2024 Centers owned 19 33 Aggregate occupancy rate 85.9 % 90.6 % Average annualized base rent per occupied square foot $ 22.61 $ 19.64 Wholly-Owned Shopping Centers at 100% December 31, Joint Venture Shopping Centers at 100% December 31, 2025 2024 2025 2024 Centers owned 8 22 11 11 Aggregate occupancy rate 83.7 % 90.6 % 90.6 % 91.6 % Average annualized base rent per occupied square foot $ 25.99 $ 19.81 $ 16.84 $ 16.64 Material Agreements with Curbline Properties In addition to the Separation and Distribution Agreement, on October 1, 2024, the Company entered into a Shared Services Agreement with Curbline Properties and the Operating Partnership (the “Shared Services Agreement”) that requires the Company to provide the services of its employees and the use or benefit of such other of the Company’s assets and resources as may be necessary or useful for Curbline to establish and operate various business functions of the Operating Partnership or its affiliates in a manner as would be established and operated for a REIT similarly situated to Curbline.
Additionally, the Operating Partnership or its affiliates, subject to the supervision of the Company’s Board of Directors, will provide the Company (i) leadership and management services that are of a nature customarily performed by leadership and management overseeing the business and operation of a REIT similarly situated to SITE Centers, including supervising various business functions of SITE Centers necessary for the day-to-day management operations of SITE Centers and its affiliates and (ii) transaction services that are of a nature customarily performed by a dedicated transactions team within an organization similarly situated to SITE Centers, including the provision of personnel at both the leadership and operational levels necessary to ensure effective and efficient preparation, negotiation, execution and implementation of real estate transactions, as well as overseeing post-transaction activities and alignment with SITE Centers’ strategic objectives.
Additionally, the Operating Partnership or its affiliates, subject to the supervision of the Company’s Board of Directors, provide the Company (i) leadership and management services that are of a nature customarily performed by leadership and management overseeing the business and operation of a REIT similarly situated to SITE Centers, including supervising various business functions of SITE Centers necessary for the day-to-day management operations of SITE Centers and its affiliates and (ii) transaction services that are of a nature customarily performed by a dedicated transactions team within an organization similarly situated to SITE Centers, including the provision of personnel at both the leadership and operational levels necessary to ensure effective and efficient preparation, negotiation, execution and implementation of real estate transactions, as well as overseeing post-transaction activities and alignment with SITE Centers’ strategic objectives.
Cattonar served as Vice President of Asset Management for Equity One from 2015 to 2017 and at Seritage Realty Trust from 2012 to 2015. Mr. Cattonar earned a Master of Science in Real Estate Development from Columbia University and holds a Bachelor of Arts in Economics from the University of North Carolina at Chapel Hill. 6 Aaron M.
Cattonar served as Vice President of Asset Management for Equity One from 2015 to 2017 and at Seritage Realty Trust from 2012 to 2015. Mr. Cattonar earned a Master of Science in Real Estate Development from Columbia University and holds a Bachelor of Arts in Economics from the University of North Carolina at Chapel Hill. Aaron M.
Morgan has served as a senior officer with Archstone, which was a national public apartment REIT, and as the CFO of Francisco Partners, a technology focused private equity fund. Since 2024, Mr. Morgan has also served as Executive Vice President, Chief Financial Officer and Treasurer and Director of RVI. Mr.
Morgan has served as a senior officer with Archstone, which was a national public apartment REIT, 6 and as the CFO of Francisco Partners, a technology focused private equity fund. Since 2024, Mr. Morgan has also served as Executive Vice President, Chief Financial Officer and Treasurer and Director of RVI. Mr.
Item 1. BUSI NESS Overview SITE Centers Corp., an Ohio corporation (the “Company” or “SITE Centers”), is a self-administered and self-managed Real Estate Investment Trust (“REIT”) engaged in the business of owning, leasing, acquiring, redeveloping and managing shopping centers.
Item 1. BUSI NESS Overview SITE Centers Corp., an Ohio corporation (the “Company” or “SITE Centers”), is a self-administered and self-managed Real Estate Investment Trust (“REIT”) engaged in the business of owning, leasing, redeveloping and managing shopping centers.
In connection with the spin-off, on October 1, 2024, the Company, Curbline and Curbline Properties LP (the “Operating Partnership”) entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”), pursuant to which, among other things, the Company transferred its portfolio of convenience retail properties, $800.0 million of unrestricted cash and certain other assets, liabilities and obligations to Curbline and effected a pro rata special distribution of all of the outstanding shares of Curbline common stock to common shareholders of the Company as of September 23, 2024, the record date.
In connection with the spin-off, on October 1, 2024, the Company, Curbline and Curbline Properties LP (the “Operating Partnership”) entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”), pursuant to which, among other things, the Company transferred its portfolio of convenience retail properties, $800.0 million of unrestricted cash and certain other assets, liabilities and obligations to Curbline and effectuated a pro rata special distribution of all of the outstanding shares of Curbline common stock to common shareholders of the Company as of September 23, 2024, the record date.
The Company’s executive offices are located at 3300 Enterprise Parkway, Beachwood, Ohio 44122, and its telephone number is (216) 755-5500. The Company’s website is www.sitecenters.com. The Company uses the Investors Relations section of its website as a channel for routine distribution of important information, including press releases, analyst presentations and financial information.
The Company’s executive offices are located at 3300 Enterprise Parkway, Beachwood, Ohio 44122, and its telephone number is (216) 755-5500. The Company’s website is www.sitecenters.com. The Company uses the Investors Relations section of its website as a channel for routine distribution of important information, including press releases and financial information.
Gerald Morgan, age 62 , has served as Executive Vice President, Chief Financial Officer and Treasurer of SITE Centers since October 2024. Previously, Mr. Morgan served as the Chief Financial Officer of Four Corners Property Trust, a public REIT focused on net lease properties, from 2015 through April 2024.
Gerald Morgan, age 63 , has served as Executive Vice President, Chief Financial Officer and Treasurer of SITE Centers since October 2024. Previously, Mr. Morgan served as the Chief Financial Officer of Four Corners Property Trust, a public REIT focused on net lease properties, from 2015 through April 2024.
Morgan holds Bachelor of Science and Master of Business Administration degrees from Stanford University. John M. Cattonar, age 43 , has served as Executive Vice President and Chief Investment Officer of SITE Centers since 2021. Mr. Cattonar has been a member of SITE Centers’ Board of Directors since 2024. Mr.
Morgan holds Bachelor of Science and Master of Business Administration degrees from Stanford University. John M. Cattonar, age 44 , has served as Executive Vice President and Chief Investment Officer of SITE Centers since 2021. Mr. Cattonar has been a member of SITE Centers’ Board of Directors since 2024. Mr.
The content on, or accessible through, any website referred to in this Annual Report on Form 10-K for the fiscal year ended December 31, 2024, is not incorporated by reference into, and shall not be deemed part of, this Form 10-K unless expressly noted.
The content on, or accessible through, any website referred to in this Annual Report on Form 10-K for the fiscal year ended December 31, 2025, is not incorporated by reference into, and shall not be deemed part of, this Form 10-K unless expressly noted.
Kitlowski, age 52, has served as Executive Vice President, General Counsel and Corporate Secretary of SITE Centers since 2017. Mr. Kitlowski has also served as Executive Vice President and Secretary of RVI since 2018. Prior to joining SITE Centers, he served as General Counsel and Corporate Secretary at Equity One for six years. Before Equity One, Mr.
Kitlowski, age 53, has served as Executive Vice President, General Counsel and Corporate Secretary of SITE Centers since 2017. Mr. Kitlowski has also served as Executive Vice President and Corporate Secretary of RVI since 2018. Prior to joining SITE Centers, he served as General Counsel and Corporate Secretary at Equity One for six years. Before Equity One, Mr.
Of the Company’s employees, 78% of employees were assigned to work in the corporate headquarters in Beachwood, Ohio, with the rest working in regional offices or remotely.
Of the Company’s employees, 86% of employees were assigned to work in the corporate headquarters in Beachwood, Ohio, with the rest working in regional offices or remotely.
(“RVI”), which previously owned and operated shopping centers located in the U.S. and was managed by SITE Centers, since 2018 and as an Independent Director of Citycon Oyj, an owner and manager of shopping centers in the Nordic region listed on the Nasdaq Helsinki stock exchange, since 2017. Mr.
(“RVI”), which previously owned and operated shopping centers located in the U.S. and was managed by SITE Centers, since 2018 and as an Independent Director and member of the Strategy and Investment Committee of Citycon Oyj, an owner and manager of shopping centers in the Nordic region listed on the Nasdaq Helsinki stock exchange, since 2017. Mr.
Senior members of its accounting, finance and capital markets and asset management departments are also required to acknowledge and agree to the Company’s Code of Ethics for Senior Financial Officers on an annual basis.
Senior members of its accounting and asset management departments are also required to acknowledge and agree to the Company’s Code of Ethics for Senior Financial Officers on an annual basis.
Many of the Company’s employees have a long tenure with the Company, with approximately 83% of the Company’s employees having been with the Company for over 5 years and 60% for over 10 years. 5 The Company’s primary human capital management objective is to attract, develop, engage and retain the highest quality talent.
Many of the Company’s employees have a long tenure with the Company, with approximately 81% of the Company’s employees having been with the Company for over 5 years and 52% for over 10 years. The Company’s primary human capital management objective is to retain, attract, develop, and engage the highest quality talent.
The spin-off of the convenience properties represented a strategic shift in the Company’s business and, as such, the Curbline properties were considered as held for sale as of October 1, 2024 and are reflected as discontinued operations for all periods presented.
The spin-off of the convenience properties represented a strategic shift in the Company’s business and, as such, the Curbline properties were considered as held for sale as of October 1, 2024 and are reflected as discontinued operations for all periods prior to the spin-off date.
The Separation and Distribution Agreement also contains provisions that obligate the Company to complete certain redevelopment projects at properties that are owned by Curbline. As of December 31, 2024, these redevelopment projects were estimated to cost $32.9 million to complete. Recent Developments See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 8.
The Separation and Distribution Agreement also contains provisions that obligate the Company to complete certain redevelopment projects at properties that are owned by Curbline. As of December 31, 2025, these redevelopment projects were estimated to cost $21.3 million to complete. Recent Developments See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 8.
In the event of certain early terminations of the Shared Services Agreement, the Company will be obligated to pay a termination fee to the Operating Partnership equal to $2.5 million multiplied by the number of whole or partial fiscal quarters 4 remaining in the Shared Services Agreement’s three-year term (or $12.0 million in the event the Company terminates the agreement for convenience on its second anniversary).
In the event of certain early terminations of the Shared Services Agreement, the Company will be obligated to pay a termination fee to the Operating Partnership equal to $2.5 million multiplied by the number of whole or partial fiscal quarters remaining in the Shared Services Agreement’s three-year term (or $12.0 million in the event the Company terminates the agreement for convenience on October 1, 2026).
The Company manages all of its shopping centers which are collectively referred to herein as the “Portfolio Properties”. At December 31, 2024, the Company owned 33 shopping centers (including 11 shopping centers owned through unconsolidated joint ventures) totaling 8.8 million square feet of GLA through all its properties (wholly-owned and joint venture).
The Company manages all of its shopping centers which are collectively referred to herein as the “Portfolio Properties”. At December 31, 2025, the Company owned 19 shopping centers (including 11 shopping centers owned through two unconsolidated joint ventures) totaling 5.0 million square feet of GLA through all its properties (wholly-owned and joint venture).
The Company’s employees are expected to exhibit honest, ethical and respectful conduct in the workplace. The Company annually requires its employees to complete training modules on sexual harassment and discrimination and to acknowledge and certify their compliance with the Company’s Code of Business Conduct and Ethics.
The Company annually requires its employees to complete training modules on sexual harassment and discrimination and to acknowledge and certify their compliance with the Company’s Code of Business Conduct and Ethics.
Even if the Company qualifies as a REIT for federal income tax purposes, the Company may be subject to certain state and local income and franchise taxes and to federal income and excise taxes on its undistributed taxable income. In the past, the Company has elected to treat certain of its subsidiaries as taxable REIT subsidiaries (“TRS”).
Even if the Company qualifies as a REIT for federal income tax purposes, the Company may be subject to certain state and local income and franchise taxes and to federal income and excise taxes on its undistributed taxable 5 income.
In addition, the Company owns two adjacent office buildings located in Beachwood, Ohio, totaling approximately 339,000 square feet of GLA, of which approximately 172,000 square feet of GLA currently serves as the Company's headquarters and approximately 167,000 square feet of GLA is leased or available to be leased to third parties.
In addition, the Company owns two adjacent office buildings located in Beachwood, Ohio, totaling approximately 339,000 square feet, yielding approximately 227,000 square feet of GLA, of which the Company occupies approximately 60,000 square feet of GLA and approximately 167,000 square feet of GLA is leased or available to be leased to third parties.
At December 31, 2024, the aggregate occupancy of the Company’s operating shopping center portfolio was 90.6% on a pro rata basis, and the average annualized base rent per occupied square foot was $19.64, on a pro rata basis.
At December 31, 2025, the aggregate occupancy of the Company’s operating shopping center portfolio was 85.9% on a pro rata basis, and the average annualized base rent per occupied square foot was $22.61 on a pro rata basis.
Lukes served as Chief Executive Officer and President of Equity One, Inc. (“Equity One”), an owner, developer and operator of shopping centers, from 2014 until 2017. Mr.
Lukes has also served as President, Chief Executive Officer and Director of Curbline Properties since September 2024. Prior to joining SITE Centers, Mr. Lukes served as Chief Executive Officer and President of Equity One, Inc. (“Equity One”), an owner, developer and operator of shopping centers, from 2014 until 2017. Mr.
The Company’s culture is also underpinned by its employees’ commitment to the Company’s core values of being Fearless, Authentic, Curious and Thoughtful (the Company’s “Matters of FACT”) in the conduct of their responsibilities. Corporate Responsibility and Sustainability Detailed information regarding the Company’s approach to sustainability can be found on the Company’s website in its Corporate Responsibility and Sustainability Report.
The Company’s culture is also underpinned by its employees’ commitment to the Company’s core values of being Fearless, Authentic, Curious and Thoughtful (the Company’s “Matters of FACT”) in the conduct of their responsibilities.
Notwithstanding these relationships, numerous real estate companies and developers, private and public, compete with the Company in leasing space in shopping centers to tenants. The Company competes with other real estate companies and developers in terms of rental rate, property location, availability of space, management services and property condition.
The Company competes with other real estate companies and developers in terms of rental rate, property location, availability of space, management services and property condition.
The Company’s five largest tenants based on the Company’s aggregate annualized base rental revenues, including its proportionate share of joint venture aggregate annualized base rental revenues, are TJX Companies, Inc., Dick's Sporting Goods, Inc., Burlington Stores, Inc., The Kroger Co. and PetSmart, Inc., representing 4.6%, 4.4%, 4.3%, 3.6% and 3.3%, respectively, of the Company’s aggregate annualized base rental revenues at December 31, 2024.
The Company’s five largest tenants based on the Company’s aggregate annualized base rental revenues, including its proportionate share of joint venture aggregate annualized base rental revenues, are The Kroger Co., Burlington Stores, Inc., Fitness International, LLC, Cinemark Holdings, Inc. and AMC Entertainment Holdings, Inc., representing 9.7%, 4.5%, 4.2%, 3.6% and 2.9%, respectively, of the Company’s aggregate annualized base rental revenues at December 31, 2025.
In general, a TRS may engage in any real estate business and certain non-real estate businesses, subject to certain limitations under the Code. A TRS is subject to federal and state income taxes. As of February 28, 2025, the Company does not currently own a subsidiary it treats as a TRS.
In the past, the Company has elected to treat certain of its subsidiaries as taxable REIT subsidiaries (“TRS”). In general, a TRS may engage in any real estate business and certain non-real estate businesses, subject to certain limitations under the Code. A TRS is subject to federal and state income taxes.
Tenants and Competition The Company has established close relationships with a large number of major national and regional tenants, and the Company’s management is associated with, and actively participates in, many shopping center and REIT industry organizations.
Tenants and Competition The Company has established relationships with a large number of major national and regional tenants, and the Company’s management is associated with various shopping center and REIT industry organizations. Notwithstanding these relationships, numerous real estate companies and developers, private and public, compete with the Company in leasing space in shopping centers to tenants.
Unless otherwise provided, references herein to the Company or SITE Centers include SITE Centers Corp. and its wholly-owned subsidiaries and consolidated and unconsolidated joint ventures. On October 1, 2024, the Company completed the spin-off of 79 convenience retail properties consisting of approximately 2.7 million square feet of gross leasable area (“GLA”) into a separately traded company named Curbline Properties Corp.
On October 1, 2024, the Company completed the spin-off of 79 convenience retail properties consisting of approximately 2.7 million square feet of gross leasable area (“GLA”) into a separate publicly traded company named Curbline Properties Corp. (“Curbline” or “Curbline Properties”).
The Company also provides Curbline Properties and its affiliates an option to enter into a lease agreement for office space at SITE Centers’ corporate headquarters location in Beachwood, Ohio for an initial five-year term with the right to extend the lease for up to four successive terms of five years each.
Curbline Properties and its affiliates also have an option e xercisable on or prior to October 1, 2027 (or such earlier date as the Shared Services Agreement is terminated pursuant to a Sanctioned Termination Event) to enter into a lease agreement for office space at SITE Centers’ corporate headquarters location in Beachwood, Ohio for an initial five-year term at annual base rent of $8.00 per square foot with the right to extend the lease for up to four successive terms of five years each (with 10% increases in annual base rent for each extension).
As compensation for the services provided under the Shared Services Agreement, the Operating Partnership will pay a monthly fee to the Company in the amount of 2.0% of Curbline’s Gross Revenue (as defined in the Shared Services Agreement).
The Operating Partnership or its affiliates provides the Company with a Chief Executive Officer and Chief Investment Officer but the Company employs its own Chief Financial Officer, Chief Accounting Officer and General Counsel. 4 As compensation for the services provided under the Shared Services Agreement, the Operating Partnership pays a monthly fee to the Company in the amount of 2.0% of Curbline’s Gross Revenue (as defined in the Shared Services Agreement).
The primary source of the Company’s income is generated from the rental of the Company’s Portfolio Properties to tenants. In addition, the Company generates revenue from its management contracts with its unconsolidated joint ventures and the Shared Services Agreement (defined below) with Curbline.
In addition, the Company generates revenue from its management contracts with its unconsolidated joint ventures and the Shared Services Agreement (defined below) with Curbline. Strategy The Company intends to pursue the marketing and sale of its remaining wholly-owned properties and to monetize the value of its investment in the Dividend Trust Portfolio (“DTP”) joint venture.
Lukes, age 55 , has served as President and Chief Executive Officer of SITE Centers and has been a member of SITE Centers’ Board of Directors since March 2017. Mr. Lukes has also served as President, Chief Executive Officer and Director of Curbline Properties since September 2024. Prior to joining SITE Centers, Mr.
Information About the Company’s Executive Officers The section below provides information regarding the Company’s executive officers as of February 26, 2026: David R. Lukes, age 56 , has served as President and Chief Executive Officer of SITE Centers and has been a member of SITE Centers’ Board of Directors since March 2017. Mr.
Growth opportunities within the Company’s portfolio include rental rate increases, continued lease-up of the portfolio and rent commencement with respect to recently executed leases. Narrative Description of Business The Company’s portfolio as of December 31, 2024, consisted of 33 shopping centers (including 11 centers owned through unconsolidated joint ventures) located in 15 states.
Narrative Description of Business The Company’s portfolio as of December 31, 2025, consisted of 19 shopping centers (including 11 centers owned through two unconsolidated joint ventures) located in 13 states.
The Company expects to use proceeds from any additional asset sales to repay outstanding indebtedness and make distributions to shareholders. 3 The Company expects that rental income and net income will decrease in future periods as compared to corresponding prior year periods as a result of the spin-off of Curbline and the significant volume of dispositions completed in 2024.
The Company expects that rental income and net income will continue to decrease in future periods as compared to corresponding prior year periods as a result of significant disposition activity and declining property revenues.
Human Capital Management As of December 31, 2024, the Company’s workforce was composed of 172 full-time employees compared to 220 full-time employees at December 31, 2023. This reduction reflects, in part, the transition of employment of several former employees to Curbline Properties and its affiliates on October 1, 2024.
In January 2025, the Company eliminated its TRS but the Company may implement a new TRS in future years to the extent needed to facilitate compliance with REIT requirements. Human Capital Management As of December 31, 2025, the Company’s workforce was composed of 155 full-time employees compared to 172 full-time employees at December 31, 2024.
The Company currently utilizes a hybrid work schedule that provides employees the opportunity to work remotely on a limited basis while continuing to cultivate in-office relationships and learning, which are key elements to the Company’s culture. The Company also takes steps to improve upon its level of employee engagement and to create an inclusive workplace.
To support this objective, the Company offers competitive pay and benefit programs, including flexible work arrangements that provide employees the opportunity to work remotely on a limited basis while continuing to cultivate in-office relationships and learning. The Company’s employees are expected to exhibit honest, ethical and respectful conduct in the workplace.
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Strategy The Company’s mission is to own and manage open-air shopping centers primarily located in suburban, high household income communities. The overall investment, operating and financing policies of the Company, which govern a variety of activities, such as capital allocations, dividends and status as a REIT, are determined by management and the Board of Directors.
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Unless otherwise provided, references herein to the Company or SITE Centers include SITE Centers Corp. and its wholly-owned subsidiaries and consolidated and unconsolidated joint ventures.
Removed
The Board of Directors may amend or revise the Company’s policies from time to time without a vote of the Company’s shareholders.
Added
In January, 2026, the Company sold its interest in the RVIP IIIB joint venture (Deer Park Town Center in Deer Park, Illinois). The primary source of the Company’s net income is generated from the rental of the Company’s Portfolio Properties to tenants.
Removed
From July 1, 2023 to December 31, 2024, the Company generated approximately $3.1 billion of gross proceeds from sales of properties for the purpose of acquiring additional convenience properties, capitalizing Curbline and, together with proceeds from the closing and funding of a $530.0 million mortgage loan (the “Mortgage Facility”), redeeming and/or repaying all of the Company’s outstanding unsecured indebtedness and preferred shares.
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The timing of asset sales may be impacted by general economic conditions, local conditions in the markets in which our remaining properties are situated and other property-specific considerations.
Removed
Going forward, the Company intends to realize value through operations and to consider various factors, including market conditions and differences between the public and private valuations of its portfolio, in evaluating whether and when to pursue additional asset sales.
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The Company’s ability and timing to monetize the value of its investment in the DTP joint venture may be impacted by the degree of cooperation of the joint venture partner and the limited rights afforded the Company under the joint venture agreement (including the requirement that the Company obtain the joint venture partner’s consent to the sale of individual joint venture properties and distribution of resulting proceeds).
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The timing of any additional sales may also be impacted by interim leasing, tactical redevelopment activities and other asset management initiatives intended to maximize value.
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As of December 31, 2025, the Company maintained an elevated cash balance pending resolution of the DTP joint venture in order to maximize the Company’s alternatives for monetizing its joint venture investment, including through the possible exercise of the joint venture’s buy/sell provision.
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As of February 28, 2025, the Company was in the beginning stages of marketing a select number of assets for sale, though no assurances can be given that such efforts will result in additional asset sales, particularly in light of the dynamic interest rate environment and capital markets conditions.
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The Company expects to use proceeds from additional asset sales to pay operating expenses, manage overall liquidity levels, make distributions to shareholders and establish a reserve fund to satisfy projected expenses and known and unknown claims that might arise during the anticipated wind-up of its business.
Removed
The Company expects that its future dividend policy will be influenced by operations and asset sales, though the Company’s distribution of any sale proceeds to shareholders will be subject to collateral release and repayment requirements set forth in the terms of the Company’s indebtedness and the prudent management of liquidity and overall leverage levels in connection with ongoing operations.
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The Company expects to incur significant expenses in connection with the eventual wind-up of its business, including but not limited to the fee applicable to any early termination of the Shared Services Agreement, employee severance costs, discretionary bonuses upon completion of the sales process, costs to terminate office leases, 3 licenses and other operating contracts, professional fees (including fees of accountants and law firms), costs to comply with ongoing reporting requirements of the Securities Exchange Act 1934 (the “Exchange Act”) (until such time as the Company qualifies for relief therefrom), insurance premiums and potential deductibles (including with respect to a “tail” insurance policy for directors and officers), vendor expenses, costs to resolve and streamline the Company’s subsidiaries and corporate structure and any claims arising under sale agreements for completed dispositions.
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The following tables present the operating statistics affecting base rental revenues summarized by the following portfolios: pro rata combined shopping center portfolio, wholly-owned shopping center portfolio and joint venture shopping center portfolio: Pro Rata Combined Shopping Center Portfolio December 31, 2024 2023 (A) Centers owned 33 33 Aggregate occupancy rate 90.6 % 89.5 % Average annualized base rent per occupied square foot $ 19.64 $ 19.42 Wholly-Owned Shopping Centers December 31, Joint Venture Shopping Centers December 31, 2024 2023 (A) 2024 2023 (A) Centers owned 22 22 11 11 Aggregate occupancy rate 90.6 % 89.5 % 91.6 % 91.6 % Average annualized base rent per occupied square foot $ 19.81 $ 19.63 $ 16.64 $ 16.32 (A) Operating statistics have been adjusted for discontinued operations and properties sold during the year ended December 31, 2024.
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For more information regarding risks relating to the Company’s disposition and wind-up strategy, see Item 1A. Risk Factors in this Annual Report on Form 10-K. The Company is currently in various stages of marketing several wholly-owned assets for sale, though no assurances can be given that such efforts will result in additional asset sales.
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The Operating Partnership or its affiliates provides the Company with a Chief Executive Officer and Chief Investment Officer but the Company employs its own Chief Financial Officer, Chief Accounting Officer and General Counsel.
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As of February 26, 2026, the Company had entered into agreements to sell two properties for which the buyers’ general due diligence periods had expired. These transactions are expected to close in the first quarter of 2026.
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To support this objective, the Company offers competitive pay and benefit programs, a broad focus on wellness and flexible work arrangements designed to allow employees to meet personal and family needs.
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In each case, closing remains subject to customary conditions, including, but not limited to, delivery of estoppel letters from tenants, the accuracy of the Company’s representations in all material respects and the absence of material casualty or condemnation events.
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This report is based on the Global Reporting Initiative (“GRI”) standard, which summarizes environmental and social performance, and includes disclosures with respect to Sustainability Accounting Standards Board (“SASB”) and Task Force on Climate-Related Disclosures (“TCFD”) standards.
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However, the Company’s general and administrative expenses will remain elevated prior to the termination of the Shared Services Agreement as a result of the contractual obligations and services owing to Curbline thereunder.
Removed
The content of the Company’s sustainability report is not incorporated by reference into this Annual Report on Form 10-K or in any other report or document filed with the SEC, unless expressly noted. Information About the Company’s Executive Officers The section below provides information regarding the Company’s executive officers as of February 28, 2025: David R.
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The Company is also obligated to provide Curbline Properties and its affiliates with space at the Company’s offices located in Beachwood, Ohio, New York, New York and Boca Raton, Florida until October 1, 2027 or such earlier date as the Shared Services Agreement is terminated as a result of a change in control of Curbline Properties or a material breach by Curbline Properties and its affiliates under the Shared Services Agreement (a “Sanctioned Termination Event”).
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The Company may elect to surrender its REIT status in connection with the sale of its remaining assets and the anticipated wind-up of its operations in the event the Company determines that the anticipated benefits to the Company and its shareholders of maintaining REIT qualification do not exceed the related compliance costs, or if the nature of the Company’s remaining operations makes compliance with REIT requirements impracticable.
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In consideration of uncertainty caused by the spin-off of Curbline Properties and the Company’s disposition strategy, the Company maintains a retention plan covering substantially all of its employees (excluding executive officers with employment agreements).
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In general, any covered employee whose employment is terminated by the Company without cause on or prior to October 1, 2027 and who has not previously received an offer of employment from Curbline Properties will generally be eligible to receive an amount equal to one year of their base salary together with a medical benefits stipend of $20,000.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeRisks Related to the Company’s Business, Properties and Strategy • The economic performance and value of the Company’s shopping centers depend on many factors, including broad economic climate and local conditions, each of which could have an adverse impact on the Company’s cash flows and operating results. • An increase in e-commerce market share may have an adverse impact on the Company’s tenants and business. • The Company leases a substantial portion of its square footage to large national tenants, making it vulnerable to changes in the business and financial condition of, or demand for, its space by such tenants. • The Company’s dependence on rental income may adversely affect its results of operations. • The Company’s expenses may remain constant or increase even if income from the Company’s properties decreases. • Inflationary pressures could adversely impact the Company’s tenants and operating results. • Rising interest rates could adversely affect the Company’s strategy. • Property ownership through partnerships and joint ventures could limit the Company’s control of those investments and reduce its expected return. • The Company’s real estate assets may be subject to impairment charges. 7 • Real estate property investments are illiquid; therefore, the Company may not be able to dispose of properties when desired or on favorable terms. • The Company’s real estate investments may contain environmental risks that could adversely affect its results of operations. • Expectations relating to environmental, social and governance considerations expose the Company to potential liabilities, increased costs, reputational harm and other adverse effects on the Company’s business. • The Company may be adversely impacted by laws, regulations or other issues related to climate change. • The Company’s properties could be subject to climate change, damage from natural disasters, public health crises and weather-related factors; an uninsured loss on the Company’s properties or a loss that exceeds the limits of the Company’s insurance policies could subject the Company to lost capital or revenue on those properties. • Crime or civil unrest may affect the markets in which the Company operates its business and its profitability. • A disruption, failure or breach of the Company’s networks or systems, including as a result of cyber-attacks, could harm its business. • Disruptions or cost overruns in the transition of the Company’s commercial property management and financial system could affect its operations.
Biggest changeRisks Related to the Company’s Business Operations and Properties • The economic performance and value of the Company’s shopping centers depend on many factors, including broad economic climate and local conditions, each of which could have an adverse impact on the Company’s cash flows and operating results. • An increase in e-commerce market share may have an adverse impact on the Company’s tenants and business. • The Company leases a substantial portion of its square footage to large national tenants, making it vulnerable to changes in the business and financial condition of, or demand for, its space by such tenants. • The Company’s dependence on rental income may adversely affect its results of operations. • The Company’s expenses may remain constant or increase even if income from the Company’s properties decreases. • Inflationary pressures could adversely impact the Company’s tenants and operating results. • The Company has limited control over properties owned through the DTP joint venture. • The Company’s current and former real estate investments may entail environmental contamination that could adversely affect its results of operations. • The Company may be adversely impacted by laws, regulations or other issues related to climate change. • The Company’s properties could be subject to climate change, damage from natural disasters, public health crises and weather-related factors; an uninsured loss on the Company’s properties or a loss that exceeds the limits of the Company’s insurance policies could subject the Company to lost capital or revenue on those properties. • Crime or civil unrest in the markets in which the Company’s properties are located may affect its business and profitability. • A disruption, failure or breach of the Company’s networks or systems, including as a result of cyber-attacks, could harm its business. • The transition of the Company’s property management or financial system could affect its operations.
If the price of the goods and services offered by the Company’s tenants materially increases, including as a result of inflationary pressures or increases in taxes or tariffs resulting from, among other things, potential changes in the Code, the operating results and the financial condition of the Company’s tenants and demand for retail space could be adversely affected.
If the price of the goods and services offered by the Company’s tenants materially increases, including as a result of inflationary pressures or increases in tariffs or taxes resulting from, among other things, potential changes in the Code, the operating results and the financial condition of the Company’s tenants and demand for retail space could be adversely affected.
Among other things, the Articles of Incorporation and Code of Regulations include these provisions: • Prohibiting any person from owning more than 9.8% of the Company’s outstanding common shares in order to maintain the Company’s status as a REIT; • Authorizing “blank check” preferred shares, which could be issued by the Board of Directors without shareholder approval and may contain voting, liquidation, dividend and other rights superior to the Company’s common shares; • Providing that any vacancy on the Board of Directors may be filled only by the affirmative vote of a majority of the remaining directors then in office; • Providing that no shareholder may cumulate the shareholder’s voting power in the election of directors; • Providing that shareholders may not act by written consent unless such written consent is unanimous and • Requiring advance notice of shareholder proposals for business to be conducted at meetings of the Company’s shareholders and for nominations of candidates for election to the Board of Directors.
Among other things, the Articles of Incorporation and Code of Regulations include these provisions: • Prohibiting any person from owning more than 9.8% of the Company’s outstanding common shares in order to maintain the Company’s status as a REIT; 15 • Authorizing “blank check” preferred shares, which could be issued by the Board of Directors without shareholder approval and may contain voting, liquidation, dividend and other rights superior to the Company’s common shares; • Providing that any vacancy on the Board of Directors may be filled only by the affirmative vote of a majority of the remaining directors then in office; • Providing that no shareholder may cumulate the shareholder’s voting power in the election of directors; • Providing that shareholders may not act by written consent unless such written consent is unanimous and • Requiring advance notice of shareholder proposals for business to be conducted at meetings of the Company’s shareholders and for nominations of candidates for election to the Board of Directors.
Accordingly, investors who are individuals, trusts or estates may perceive investments in REITs to be relatively less attractive than investments in stocks of non-REIT corporations that pay dividends, which could materially and adversely affect the value of the shares of REITs, including the per share trading price of the Company’s common shares. Certain Foreign Shareholders May Be Subject to U.S.
Accordingly, investors who are individuals, trusts or estates may perceive investments in REITs to be relatively less attractive than investments in stocks of non-REIT corporations that pay dividends, which could materially and adversely affect the value of the shares of REITs, including the per share trading price of the Company’s common shares. 19 Certain Foreign Shareholders May Be Subject to U.S.
If the Company fails to qualify as a REIT in any tax year, the following will result: • The Company would be taxed as a regular domestic corporation, which, among other things, means that it would be unable to deduct distributions to its shareholders in computing its taxable income and would be subject to U.S. federal income tax on its taxable income at regular corporate rates; • Any resulting tax liability could be substantial and would reduce the amount of cash available for distribution to shareholders and could force the Company to liquidate assets or take other actions that could have a detrimental effect on its operating results and • Unless the Company were entitled to relief under applicable provisions, it would be disqualified from treatment as a REIT for the four taxable years following the year during which the Company lost its qualification, and its cash available for debt service obligations and distribution to its shareholders, therefore, would be reduced for each of the years in which the Company does not qualify as a REIT.
If the Company ceases to qualify as a REIT in any tax year, the following will result: • The Company would be taxed as a regular domestic corporation, which, among other things, means that it would be unable to deduct distributions to its shareholders in computing its taxable income and would be subject to U.S. federal income tax on its taxable income at regular corporate rates; • Any resulting tax liability could be substantial and would reduce the amount of cash available for distribution to shareholders and could force the Company to liquidate assets or take other actions that could have a detrimental effect on its operating results and • Unless the Company were entitled to relief under applicable provisions, it would be disqualified from treatment as a REIT for the four taxable years following the year during which the Company lost its qualification, and its cash available for debt service obligations and distribution to its shareholders, therefore, would be reduced for each of the years in which the Company does not qualify as a REIT.
Compliance with REIT Requirements May Negatively Affect the Company’s Operating Decisions To maintain its status as a REIT for U.S. federal income tax purposes, the Company must meet certain requirements on an ongoing basis, including requirements regarding its sources of income, the nature and diversification of its assets, the amounts the Company distributes to its shareholders and the ownership of its shares.
Compliance with REIT Requirements May Negatively Affect the Company’s Operating Decisions To maintain its status as a REIT for U.S. federal income tax purposes, the Company must meet certain requirements on an ongoing basis, including requirements regarding its sources of income, the nature and diversification of its assets, the amounts the 18 Company distributes to its shareholders and the ownership of its shares.
The Company could have a potential distribution shortfall as a result of, among other things, differences in timing between the actual receipt of cash and recognition of income for U.S. federal income tax 16 purposes or the effect of nondeductible capital expenditures, the creation of reserves or required debt or amortization payments.
The Company could have a potential distribution shortfall as a result of, among other things, differences in timing between the actual receipt of cash and recognition of income for U.S. federal income tax purposes or the effect of nondeductible capital expenditures, the creation of reserves or required debt or amortization payments.
Conflicts of interest may also arise from the lease of vacant space or renewal of existing leases at 18 the Company’s properties, which may be located near and compete with properties owned by Curbline Properties. Conflicts may also arise with respect to the employment of Company personnel, as Curbline Properties is not prohibited from soliciting the employment of Company employees.
Conflicts of interest may also arise from the lease of vacant space or renewal of existing leases at the Company’s properties, which may be located near and compete with properties owned by Curbline Properties. Conflicts may also arise with respect to the employment of Company personnel, as Curbline Properties is not prohibited from soliciting the employment of Company employees.
While the Company maintains some of its own critical information technology systems, it also depends on third parties to provide important information technology services relating to several key business functions, such as payroll, human resources, electronic communications and certain finance functions.
While the Company maintains some of its own critical information technology systems, it also depends extensively on third parties to provide important information technology services relating to several key business functions, such as payroll, human resources, electronic communications and certain finance functions.
For example, pursuant to the Shared Services Agreement, Curbline Properties provides the Company with leadership, management and transaction services, and the Company provides Curbline Properties with the services of its employees and the use or benefit of such Company assets, offices and other resources as are necessary or useful to operate Curbline Properties’ business.
For example, pursuant to the Shared Services Agreement, Curbline Properties provides the Company with leadership, management and transaction services, and the Company provides Curbline Properties with the services of such employees and the use or benefit of such Company assets, offices and other resources as are necessary or useful to operate Curbline Properties’ business.
An unfavorable outcome could adversely affect the Company’s business, financial condition or results of operations. Any such litigation could also lead to increased volatility of the trading price of the Company’s common shares. For a further discussion of litigation risks, see “Legal Matters” in Note 8, “Commitments and Contingencies,” to the Company’s consolidated financial statements. It em 1B.
An unfavorable outcome could adversely affect the Company’s business, financial condition or results of operations. Any such litigation could also lead to increased volatility of the trading price of the Company’s common shares. For a further discussion of litigation risks, see “Legal Matters” in Note 7, “Commitments and Contingencies,” to the Company’s consolidated financial statements. It em 1B.
General Risks Relating to Investments in the Company’s Securities • The Company may be unable to retain and attract key management personnel. • The Company is subject to litigation that could adversely affect its results of operations. The risks summarized above are discussed in greater detail below.
General Risks Relating to Investments in the Company’s Securities • The Company may be unable to retain or attract key management personnel. • The Company is subject to litigation that could adversely affect its results of operations. The risks summarized above are discussed in greater detail below.
Increased incidence of property crime, such as shoplifting or damage caused by civil unrest, could reduce tenant profitability or demand for space and, as a result, decrease the rents the Company is able to collect from affected properties.
Increased incidence of property crime, such as shoplifting or damage caused by civil unrest, could reduce tenant profitability or demand for space and, as a result, decrease the rents the Company is able to collect from affected properties or lead to increased vacancy.
As a result, Company employees provide significant services to Curbline Properties, and Curbline Properties provides the Company with the services of its leadership and management personnel. As such, conflicts of interest may arise in connection with the performance of the services provided by the Company or Curbline Properties and the allocation of priority, time and attention to providing such services.
As a result, Company employees provide significant services to Curbline Properties, and Curbline Properties provides the Company with the services of certain leadership and management personnel. As such, conflicts of interest may arise in connection with the performance of the services provided by the Company or Curbline Properties and the allocation of priority, time and attention to providing such services.
For example, the allocation of assets, liabilities, expenses, rights, durations, indemnification and other obligations between the Company and Curbline Properties under these agreements would likely be have been different if they had been agreed to by unaffiliated parties.
For example, the allocation of assets, liabilities, expenses, rights, durations, indemnification and other obligations between the Company and Curbline Properties under these agreements would likely 16 have been different if they had been agreed to by unaffiliated parties.
Lease terminations by an anchor tenant or a failure by that anchor tenant to occupy the premises may also permit other tenants in the same shopping centers to terminate their leases or reduce the amount of rent they pay under the terms of their leases.
Lease terminations by an anchor tenant or a failure by that anchor tenant to occupy the premises may also permit other tenants in the same shopping center to terminate their leases or reduce the amount of rent they pay under the terms of their leases.
Conflicts of interest could likewise arise in connection with the exercise of rights (including termination rights) by, and resolution of any dispute among, the Company and Curbline Properties with respect to the terms of the agreements governing their separation and ongoing relationship.
Conflicts of interest could likewise arise in connection with the exercise of rights (including termination rights) by, and resolution of any dispute between, the Company and Curbline Properties with respect to the terms of the agreements governing their separation and ongoing relationship.
Risks Related to the Company’s Common Shares Changes in Market Conditions Could Adversely Affect the Market Price of the Company’s Publicly Traded Securities As with other publicly traded securities, the market price of the Company’s publicly traded securities depends on various market conditions, which may change from time to time.
Risks Related to the Company’s Common Shares Changes in Market Conditions Could Adversely Affect the Market Price of the Company’s Publicly Traded Securities As with other publicly traded securities, the market price of the Company’s publicly traded securities depends on various factors and market conditions, which may change from time to time.
Pursuant to the terms of the Shared Services Agreement, Curbline Properties currently provides the Company with our Chief Executive Officer and Chief Investment Officer and therefore these officers are not employed by, or exclusively dedicated to, the Company.
Pursuant to the terms of the Shared Services Agreement, Curbline Properties currently provides the Company with a Chief Executive Officer and Chief Investment Officer and therefore these officers are not employed by, or exclusively dedicated to, the Company.
Should they occur, these threats could compromise the confidential information of the Company’s tenants, employees, third-party vendors, joint ventures and other counterparties (including Curbline Properties); disrupt the Company’s business operations and the availability and integrity of data in the Company’s systems; and result in litigation, violation of applicable privacy and other laws, investigations, actions, fines or penalties.
Should they occur, these threats could compromise the confidential information of the Company’s tenants, employees, third-party vendors and other counterparties (including Curbline Properties and the DTP joint venture); disrupt the Company’s business operations and the availability and integrity of data in the Company’s systems; and result in litigation, violation of applicable privacy and other laws, investigations, actions, fines or penalties.
The Company may not be able to borrow funds on favorable terms or at all, and the Company’s ability to borrow may be restricted by the terms of the instruments governing the Company’s existing indebtedness.
The Company may not be able to borrow funds on favorable terms or at all, and the Company’s ability to borrow may be restricted by the terms of the instruments governing the Company’s existing indebtedness (if any).
If the Company is evaluating the potential sale of an asset, the asset’s undiscounted future cash flows are estimated based on the most likely course of action at the balance sheet date, including current plans, intended holding periods and available market information.
If the Company pursues the potential sale of an asset, the asset’s undiscounted future cash flows are estimated based on the most likely course of action at the balance sheet date, including current plans, intended holding periods and available market information.
As a result, the Company’s results of operations could be negatively affected if a significant number of its tenants, or any of its major tenants, were to do the following: • Experience a downturn in their business that significantly weakens their ability to meet their obligations to the Company; • Delay lease commencements; 10 • Decline to extend or renew leases upon expiration; • Fail to make rental payments when due or • Close stores or declare bankruptcy.
As a result, the Company’s results of operations and the value of its properties could be negatively affected if a number of its tenants, or any of its major tenants, were to do the following: • Experience a downturn in their business that significantly weakens their ability to meet their obligations to the Company; • Delay lease commencements; • Decline to extend or renew leases upon expiration; • Fail to make rental payments when due or • Close stores or declare bankruptcy.
A Disruption, Failure or Breach of the Company’s Networks or Systems, Including as a Result of Cyber-Attacks, Could Harm Its Business The Company relies extensively on computer systems to manage its business, including to provide services to Curbline Properties and the Company’s joint ventures.
A Disruption, Failure or Breach of the Company’s Networks or Systems, Including as a Result of Cyber-Attacks, Could Harm Its Business The Company relies extensively on computer systems to manage its business, including to provide services to Curbline Properties and the DTP joint venture.
There can be no assurance that the Company will not take significant impairment charges in the future, especially in light of its strategy to explore the sale of additional assets. Any future impairment could have a material adverse effect on the Company’s results of operations in the period in which the charge is taken.
There can be no assurance that the Company will not take significant impairment charges in the future, especially in light of its strategy to pursue the sale of its remaining assets. Any future impairment could have a material adverse effect on the Company’s results of operations in the period in which the charge is taken.
While Curbline Properties is required to pay certain fees to the Company pursuant to the terms of the Shared Services Agreement, these fees are not expected to fully offset the cost of the services and benefits the Company is required to provide to Curbline Properties during the term of the agreement.
While Curbline Properties is required to pay certain fees to the Company pursuant to the terms of the Shared Services Agreement, these fees do not fully offset the cost of the services and benefits the Company is required to provide to Curbline Properties during the term of the agreement.
However, U.S. shareholders that are individuals, trusts or estates generally may deduct up to 20% of the ordinary dividends (e.g., REIT dividends that are not designated as capital gain dividends or qualified dividend income) received from a REIT for taxable years beginning after December 31, 2017, and before January 1, 2026.
However, U.S. shareholders that are individuals, trusts or estates generally may deduct up to 20% of the ordinary dividends (e.g., REIT dividends that are not designated as capital gain dividends or qualified dividend income) received from a REIT for taxable years beginning after December 31, 2017.
If the Company is unable to anticipate and respond promptly to trends in retailer and consumer behavior, or if demand for traditional retail space significantly decreases, the Company’s occupancy levels and operating results could be materially and adversely affected.
If the Company is unable to anticipate and respond promptly to trends in retailer and consumer behavior, or if demand for traditional retail space significantly decreases, the Company’s occupancy levels, operating results and the value of its properties could be materially and adversely affected.
The Company’s performance is affected by its tenants’ results of operations, which are impacted by macroeconomic factors that affect consumers’ ability to purchase goods and services.
The Company’s performance and the value of its properties are affected by its tenants’ results of operations, which are impacted by macroeconomic factors that affect consumers’ ability to purchase goods and services.
The Agreements with Curbline Properties Were Not Negotiated on an Arm’s-Length Basis and May Not Be on the Same Terms as if They Had Been Negotiated With an Unaffiliated Third Party The Separation and Distribution Agreement, the Tax Matters Agreement, the Employee Matters Agreement, the Shared Services Agreement and other agreements governing the Company’s ongoing relationship with Curbline Properties were negotiated between related parties and do not reflect the terms that would have been negotiated at arm’s length with an unaffiliated third party.
The Agreements with Curbline Properties Were Not Negotiated on an Arm’s-Length Basis and May Not Be on the Same Terms as if They Had Been Negotiated With an Unaffiliated Third Party The Separation and Distribution Agreement, the Tax Matters Agreement, the Employee Matters Agreement, the Shared Services Agreement and other agreements governing Curbline Properties’ separation from the Company in October 2024 and the Company’s ongoing relationship with Curbline Properties were negotiated between related parties and do not reflect the terms that would have been negotiated at arm’s length with an unaffiliated third party.
These systems are subject to damage or interruption from power outages, facility damage, computer or telecommunications failures, computer viruses, security breaches, vandalism, natural disasters, catastrophic events, human error and potential cyber threats, including phishing attacks, ransomware and other sophisticated cyber-attacks.
These systems are subject to damage or interruption from power outages, facility damage, computer or telecommunications failures, computer viruses, security breaches, vandalism, natural disasters, catastrophic events, human error and potential cyber threats, including phishing attacks, ransomware and other sophisticated cyber-attacks, including those that leverage artificial intelligence.
As a result of these obligations, even if future sales of Company assets cause a significant decrease in the size of the Company’s portfolio, the Company may have limited ability to proportionately reduce the size of its organization and general and administrative expense during the term of the Shared Services Agreement.
As a result of these obligations, even as sales of Company assets cause a significant decrease in the size of the Company’s portfolio and income, the Company will have limited ability to proportionately reduce the size of its organization and general and administrative expense during the term of the Shared Services Agreement.
In addition, the Company’s properties compete with numerous shopping venues, including regional malls, outlet centers and other shopping centers in attracting and retaining retailers. As of December 31, 2024, leases at the Company’s properties (including the proportionate share of unconsolidated properties) were scheduled to expire on a total of approximately 6.8% of leased GLA during 2025.
In addition, the Company’s properties compete with numerous shopping venues, including regional malls, outlet centers and other shopping centers in attracting and retaining retailers. As of December 31, 2025, leases at the Company’s properties (including the proportionate share of unconsolidated properties) were scheduled to expire on a total of approximately 14.9% of leased GLA during 2026.
Risks Relating to the Company’s Indebtedness and Capital Structure The Company Does Not Maintain a Revolving Credit Facility Which Could Adversely Affect Its Ability to Fund Its Business In preparation for the spin-off of Curbline Properties, the Company repaid all of its unsecured indebtedness and terminated its revolving credit facility in August 2024.
The Company Does Not Maintain a Revolving Credit Facility Which Could Adversely Affect Its Ability to Fund Its Business In preparation for the spin-off of Curbline Properties, the Company repaid all of its unsecured indebtedness and terminated its revolving credit facility in August 2024.
The Company Is Required to Provide Services and Certain Benefits to Curbline Properties for the Duration of the Shared Services Agreement, Even If it is Economically Inefficient to do so Pursuant to the terms of the Shared Services Agreement, until October 1, 2027, the Company is generally obligated to provide Curbline Properties with the services of the Company’s employees and the use or benefit of such of the Company’s assets, offices and other resources as may be necessary or useful for Curbline Properties to establish and operate various business functions in a manner as would be established and operated for a REIT similarly situated to Curbline Properties.
The Company Is Required to Provide Services and Certain Benefits to Curbline Properties for the Duration of the Shared Services Agreement, Even If it is Economically Inefficient to do so Pursuant to the terms of the Shared Services Agreement, until October 1, 2027 or such earlier time as the Shared Services Agreement is terminated in accordance with its terms, the Company is generally obligated to provide Curbline Properties with the services of such Company’s employees and the use or benefit of such of the Company’s assets, offices and other resources as may be necessary or useful for Curbline Properties to establish and operate various business functions in a manner consistent with a REIT similarly situated to Curbline Properties.
The Company’s Real Estate Investments May Contain Environmental Risks That Could Adversely Affect Its Results of Operations The ownership of properties may subject the Company to liabilities, including environmental liabilities. The Company’s operating expenses could be higher than anticipated due to the cost of complying with existing or future environmental laws and regulations.
The Company’s Current and Former Real Estate Investments May Entail Environmental Contamination That Could Adversely Affect Its Results of Operations The ownership of properties may subject the Company to liabilities, including environmental liabilities. The Company’s operating expenses could be higher than anticipated due to the cost of complying with existing or future environmental laws and regulations.
In addition, the amount of non-qualifying assets and income the Company can own and earn while still maintaining its REIT status has decreased in recent years due to the reduction in the size of the Company’s operations resulting from asset sales and the spin-off of Curbline and may continue to decrease.
In addition, the amount of non-qualifying assets and income the Company can own and earn while still maintaining its REIT status has decreased in recent years due to the reduction in the size of the Company’s operations resulting from asset sales and the spin-off of Curbline and is expected to further decrease in the future.
In addition, the Company is obligated to maintain the REIT status of the Dividend Trust Portfolio joint venture’s REIT subsidiary and the Company’s failure to do so could result in substantial liability to its partner.
In addition, the Company is obligated to maintain the REIT status of the DTP joint venture’s REIT subsidiary and the Company’s failure to do so could result in substantial liability to its partner.
The loss of rental revenues from a number of the Company’s major tenants and its inability to replace such tenants may adversely affect the Company’s profitability, its ability to meet debt and other financial obligations and make distributions to shareholders, and the attractiveness of the Company’s properties to potential buyers thereof.
The loss of rental revenues from a number of the Company’s major tenants and its inability to replace such tenants may adversely affect the Company’s profitability, its ability to make distributions to shareholders, and the attractiveness of the Company’s properties to potential buyers thereof.
These factors could limit the return that the Company receives from such investments, cause its cash flows to be lower than its estimates or lead to business conflicts or litigation.
These factors could limit the return that the Company receives from the DTP investment, cause its cash flows to be lower than its estimates or lead to business conflicts or litigation.
Furthermore, Congress or the Internal Revenue Service (“IRS”) might change the tax laws or regulations and the courts could issue new rulings, in each case potentially having a retroactive 15 effect that could make it more difficult or impossible for the Company to continue to qualify as a REIT.
Furthermore, Congress or the IRS might change the tax laws or regulations and the courts could issue new rulings, in each case potentially having a retroactive effect that could make it more difficult or impossible for the Company to continue to qualify as a REIT.
Risks Related to the Company’s Business, Properties and Strategies The Economic Performance and Value of the Company’s Shopping Centers Depend on Many Factors, Including Broad Economic Climate and Local Conditions, Each of Which Could Have an Adverse Impact on the Company’s Cash Flows and Operating Results The economic performance and value of the Company’s real estate holdings can be affected by many factors, including the following: • Changes in the national, regional, local and international economic climate; • Local conditions, such as an oversupply of space or a reduction in demand for real estate in the area and population, demographic and employment trends; • The attractiveness of the properties to tenants; • The increase in consumer purchases through the internet; • The Company’s ability to provide adequate management services and to maintain its properties; • Increased operating costs if these costs cannot be passed through to tenants and • The expense of renovating, repairing and re-letting spaces.
Risks Related to the Company’s Business Operations and Properties The Economic Performance and Value of the Company’s Shopping Centers Depend on Many Factors, Including Broad Economic Climate and Local Conditions, Each of Which Could Have an Adverse Impact on the Company’s Cash Flows and Operating Results The economic performance and value of the Company’s remaining real estate holdings can be affected by many factors, including the following: • Changes in the national, regional, local and international economic climate; • Local conditions, such as an oversupply of space or a reduction in demand for real estate in the area and population, demographic and employment trends; • Unique, property-specific considerations such as vacancy, ground lease structures and eminent domain proceedings; • The attractiveness of the properties to tenants; • The increase in consumer purchases through the internet; 11 • The Company’s ability to provide adequate management services and to maintain its properties; • Increased operating costs if these costs cannot be passed through to tenants and • The expense of renovating, repairing and re-letting spaces.
Risks Related to the Company’s Taxation as a REIT If the Company Fails to Qualify as a REIT in Any Taxable Year, It Will Be Subject to U.S.
Risks Related to the Company’s Taxation as a REIT If the Company Fails to Qualify as a REIT or Otherwise Surrenders its Status as a REIT in Any Taxable Year, It Will Be Subject to U.S.
The Company’s insurance premiums have increased in recent years, and the potential increase in the frequency and intensity of natural disasters, extreme weather-related events and climate change in the future may limit the types of coverage and the coverage limits the Company is able to obtain on commercially reasonable terms.
The potential increase in the frequency and intensity of natural disasters, extreme weather-related events and climate change in the future may limit the types of coverage and the coverage limits the Company is able to obtain on commercially reasonable terms.
Because the Company’s properties consist of retail shopping centers, the Company’s performance is linked to general economic conditions in the retail market, including conditions that affect consumers’ purchasing behaviors and disposable income.
Because the Company’s properties consist of retail shopping centers, the Company’s performance and value of the Company’s real estate holdings are linked to general economic conditions in the retail market, including conditions that affect consumers’ purchasing behaviors and disposable income.
For additional information see Item 1. “Business—Information Technology and Cybersecurity” in Part I of this Annual Report on Form 10-K. Disruptions or Cost Overruns in the Transition of the Company’s Commercial Property Management and Financial System Could Affect Its Operations The Company is in the process of transitioning to a new commercial property management and financial system.
For additional information see Item 1. “Business—Information Technology and Cybersecurity” in Part I of this Annual Report on Form 10-K. The Transition of the Company’s Property Management or Financial Systems Could Affect Its Operations The Company recently completed its transition to a new commercial property management and financial system.
As a result, the costs incurred by the Company to satisfy its obligations to Curbline Properties during the term of the Shared Services Agreement are likely to have an increasingly disproportionate and adverse impact on the Company’s results of operations and its ability to use operating cash flows to make distributions to shareholders.
As a result, the costs incurred by the Company to satisfy its obligations to Curbline Properties during the term of the Shared Services Agreement are expected to continue to have an increasingly disproportionate and adverse impact on the Company’s results of operations and its ability to use cash flow from operations and disposition proceeds to make distributions to shareholders.
Any of the foregoing risks could have a material adverse effect on the market value of the Company’s properties and its ability to sell additional properties.
Any of the foregoing risks could have a material adverse effect on the market value of the Company’s properties, its ability to sell its remaining properties and the values realized thereon.
If the Company does not have other funds available in these situations, it could be required to borrow funds, sell its securities or a portion of its properties at unfavorable prices or find other sources of funds in order to meet the REIT distribution requirements and avoid corporate income tax and the 4% excise tax.
If the Company does not have other funds available in these situations, it could be required to borrow funds or find other sources of funds in order to meet the REIT distribution requirements and avoid corporate income tax and the 4% excise tax.
The Company Leases a Substantial Portion of Its Square Footage to Large National Tenants, Making It Vulnerable to Changes in the Business and Financial Condition of, or Demand for, Its Space by Such Tenants As of December 31, 2024, the annualized base rental revenues of the Company’s tenants that are equal to or exceed 1.5% of the Company’s aggregate annualized shopping center base rental revenues, including the Company’s proportionate share of joint venture aggregate annualized shopping center base rental revenues, are as follows: Tenant % of Annualized Base Rental Revenues TJX Companies, Inc. 4.6% Dick's Sporting Goods, Inc. 4.4% Burlington Stores, Inc. 4.3% The Kroger Co. 3.6% PetSmart, Inc. 3.3% Fitness International LLC 3.2% Best Buy Co., Inc. 2.9% Ross Stores, Inc. 2.4% Michaels Companies, Inc. 1.7% Five Below, Inc. 1.7% Ulta Beauty, Inc. 1.5% The retail shopping sector has been affected by economic conditions, increases in consumer internet purchases and the competitive nature of the retail business and the competition for market share.
The Company Leases a Substantial Portion of Its Square Footage to Large National Tenants, Making It Vulnerable to Changes in the Business and Financial Condition of, or Demand for, Its Space by Such Tenants As of December 31, 2025, the annualized base rental revenues of the Company’s tenants that exceed 1.5% of the Company’s aggregate annualized shopping center base rental revenues, including the Company’s proportionate share of joint venture aggregate annualized shopping center base rental revenues, are as follows: Tenant % of Annualized Base Rental Revenues The Kroger Co. 9.7% Burlington Stores, Inc. 4.5% Fitness International, LLC 4.2% Cinemark Holdings, Inc. 3.6% AMC Entertainment Holdings, Inc. 2.9% Nordstrom, Inc. 2.0% Five Below, Inc. 2.0% RSG Group USA, Inc. 2.0% The Gap, Inc. 1.8% DICK'S Sporting Goods, Inc. 1.7% Publix Super Markets, Inc. 1.6% 12 The retail shopping sector has been affected by economic conditions, increases in consumer internet purchases and the competitive nature of the retail business and the competition for market share.
Inflation may also impact other aspects of the Company’s operating costs, including insurance, employee retention costs, the cost to complete build-outs of recently leased vacancies and interest rate costs relating to variable-rate loans and refinancing of fixed-rate indebtedness.
Inflation may also impact other aspects of the Company’s operating costs, including insurance, employee retention costs and the cost to complete build-outs of recently leased vacancies.
Such properties could therefore be affected by hurricanes, tropical storms, earthquakes and wildfires. The potential impacts of climate change on the Company’s operations are highly uncertain but could include local changes in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperature averages or extremes.
The potential impacts of climate change on the Company’s operations are highly uncertain but could include local changes in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperature averages or extremes.
As a result, the Company may become liable for the costs of removal or remediation of certain hazardous substances released on or in its properties. The Company may also be liable for other potential costs that could relate to hazardous or toxic substances (including governmental fines and injuries to persons and property).
As a result, the Company may become liable for the cost to remove or remediate certain hazardous substances released by third parties, including tenants, on or in its current or previously owned properties. The Company may also be liable for other potential costs that could relate to hazardous or toxic substances (including governmental fines and injuries to persons and property).
Among the market conditions that may affect the market price of the Company’s publicly traded securities are the following: • The extent of institutional investor interest in the Company and the properties it owns; • The reputation of REITs generally and the reputation of REITs with similar portfolios; • The attractiveness of the securities of REITs in comparison to securities issued by other entities (including securities issued by other real estate companies or sovereign governments), bank deposits or other investments; • The Company’s financial condition and performance; • The market’s perception of the Company’s strategy, the value of its properties and its future cash dividends; • An increase in market interest rates, which could adversely impact the value of the Company’s properties or may lead prospective investors to demand a higher distribution rate in relation to the price paid for the Company’s shares and • General economic and financial market conditions.
Among the factors and market conditions that may affect the market price of the Company’s publicly traded securities are the following: • The market’s perception of the Company’s strategy, the value of its remaining assets and the amount and timing of its future cash distributions; • An increase in market interest rates, which could adversely impact the value of the Company’s properties; • The extent of institutional investor interest in the Company and the properties it owns; • The attractiveness of the securities of REITs in comparison to securities issued by other entities (including securities issued by other real estate companies or sovereign governments), bank deposits or other investments; • The Company’s financial condition and performance and • General economic and financial market conditions.
The Company May Issue Additional Securities Without Shareholder Approval The Company can issue preferred shares and common shares without shareholder approval subject to certain limitations in the Company’s Articles of Incorporation.
The Company May Issue Additional Securities Without Shareholder Approval The Company can issue preferred shares and common shares without shareholder approval subject to certain limitations in the Company’s Articles of Incorporation. Holders of preferred shares have priority over holders of common shares, and the issuance of additional shares reduces the ownership interest of existing holders in the Company.
Risks Related to the Company’s Taxation as a REIT • If the Company fails to qualify as a REIT in any taxable year, it will be subject to U.S. federal income tax as a regular corporation and could have significant tax liability, which may have a significant adverse consequence to the value of the Company’s shares. • Compliance with REIT requirements may negatively affect the Company’s operating decisions. • The Company may be forced to borrow funds to maintain its REIT status, and the unavailability of such capital on favorable terms at the desired times, or at all, may cause the Company to dispose of assets at inopportune times, which could materially and adversely affect the Company. • Dividends paid by REITs generally do not qualify for reduced tax rates. • Certain foreign shareholders may be subject to U.S. federal income tax on gain recognized on a disposition of the Company’s common shares if the Company does not qualify as a “domestically controlled” REIT. • Legislative or other actions affecting REITs could have a negative effect on the Company.
Risks Related to the Company’s Common Shares • Changes in market conditions could adversely affect the market price of the Company’s publicly traded securities. • If an active trading market for the Company’s common shares is not sustained because the Company’s common shares are de-listed from the NYSE or otherwise, shareholders’ ability to sell shares when desired and the prices obtained will be adversely affected. • The Company may adopt a plan of liquidation, which may have adverse tax consequences and adversely affect shareholders’ ability to exit their investment in the Company. • The Company may issue additional securities without shareholder approval. 8 Risks Related to the Company’s Taxation as a REIT • If the Company fails to qualify as a REIT or otherwise surrenders its status as a REIT in any taxable year, it will be subject to U.S. federal income tax as a regular corporation and could have significant tax liability, which may have a significant adverse consequence to the value of the Company’s shares. • Compliance with REIT requirements may negatively affect the Company’s operating decisions. • The Company may be forced to borrow funds to maintain its REIT status, and the unavailability of such capital on favorable terms at the desired times, or at all, may cause the Company to dispose of assets at inopportune times, which could materially and adversely affect the Company. • Dividends paid by REITs generally do not qualify for reduced tax rates. • Certain foreign shareholders may be subject to U.S. federal income tax on gain recognized on a disposition of the Company’s common shares if the Company does not qualify as a “domestically controlled” REIT. • Legislative or other actions affecting REITs could have a negative effect on the Company.
Should the new system not be implemented successfully and within budget, or if the system does not perform in a satisfactory manner, it could disrupt and adversely affect the Company’s operations, including the ability to timely bill and collect tenant payments and otherwise adequately service tenants, the ability to satisfy contractual obligations to the Company’s joint ventures and Curbline Properties, and the ability to report accurate and timely financial results, any of which could adversely impact the Company’s business, reputation, results of operations, financial condition and the price of the Company’s common shares.
Should the recently implemented system not perform in a satisfactory manner, or any future transition to external property management and/or new reporting and accounting systems not be completed successfully, it could disrupt and adversely affect the Company’s operations, including the ability to timely bill and collect tenant payments, the ability to satisfy contractual obligations to Curbline Properties and the DTP joint venture and the ability to report accurate and timely financial results, any of which could adversely impact the Company’s business, reputation, financial condition and the price of the Company’s common shares.
These situations could have an impact on the Company’s revenues from its joint ventures. Other risks of joint venture investments include impasse on decisions, such as the decision to sell or finance a property or leasing decisions with anchor tenants, because neither the Company’s partner or co-venturer nor the Company would have full control over the partnership or joint venture.
Other risks include impasse on decisions, such as the decision to sell or finance a property or leasing decisions with anchor tenants, because neither the Company’s partner nor the Company have full control over the partnership or joint venture.
Should a loss occur that is uninsured or is in an amount exceeding the aggregate limits for the applicable insurance policy, or in the event of a loss that is subject to a substantial deductible under an insurance policy, the Company could lose all or part of its capital invested in, and anticipated revenue from, one or more of the properties, which could have a material adverse effect on the Company’s operating results and financial condition, as well as its ability to make distributions to shareholders.
Should a loss occur that is uninsured or is in an amount exceeding the aggregate limits for the applicable insurance policy, or in the event of a loss that is subject to a substantial deductible under an insurance policy, the Company could lose all or part of its capital invested in, and anticipated revenue from, one or more of the properties, which could have a material adverse effect on the Company’s operating results and financial condition, as well as its ability to make distributions to shareholders. 14 Crime or Civil Unrest in the Markets in Which the Company’s Properties Are Located May Affect Its Business and Profitability Certain of the Company’s properties are located in or near major metropolitan areas or other areas that are susceptible to property and violent crime, including terrorist attacks, mass shootings and civil unrest.
As a REIT, the Company must distribute at least 90% of its annual net taxable income (excluding net capital gains) to its shareholders. To the extent that the Company satisfies this distribution requirement, but distributes less than 100% of its net taxable income, the Company will be subject to U.S. federal corporate income tax on its undistributed taxable income.
To the extent that the Company satisfies this distribution requirement, but distributes less than 100% of its net taxable income, the Company will be subject to U.S. federal corporate income tax on its undistributed taxable income.
Rising Interest Rates Could Adversely Impact the Company’s Strategy A component of the Company’s strategy includes exploring opportunities to sell additional properties at attractive values. Increasing interest rates or capital availability constraints may impact the transaction market, including asset values and the availability of acquisition financing.
Rising Interest Rates Could Adversely Impact the Company’s Strategy Increasing interest rates or capital availability constraints may impact the transaction market, including asset values and the availability of acquisition financing.
Risks Related to the Company’s Organization, Structure and Ownership • Provisions of the Company’s Articles of Incorporation and Code of Regulations could have the effect of delaying, deferring or preventing a change in control, even if that change may be considered beneficial by some of the Company’s shareholders. 8 • The Company’s Board of Directors may change significant corporate policies without shareholder approval.
Risks Related to the Company’s Organization and Capital Structure Provisions of the Company’s Articles of Incorporation and Code of Regulations Could Have the Effect of Delaying, Deferring or Preventing a Change in Control, Even if That Change May Be Considered Beneficial by Some of the Company’s Shareholders The Company’s Articles of Incorporation and Code of Regulations contain provisions that could have the effect of rendering more difficult, delaying or preventing an acquisition deemed undesirable by the Company’s Board of Directors.
Although the Company seeks to conservatively manage its cash position in order to provide sufficient liquidity to operate its business, and owns certain unencumbered assets that could serve as collateral for additional financings, the Company may not be able to timely satisfy unexpected liabilities if they were to arise, which could have a material adverse effect on the Company’s business, operations and financial condition.
Although the Company seeks to conservatively manage its cash position in order to provide sufficient liquidity to operate its business and satisfy expenses projected to be incurred during the anticipated winding up of its operations, the Company may not be able to timely obtain financing on its unencumbered assets or otherwise satisfy unexpected liabilities if they were to arise, which could have a material adverse effect on the Company’s business, operations and financial condition.
In addition, movie theater operators have experienced inconsistent performance since the COVID-19 pandemic and prospects for releasing any theater vacancies arising in the Company’s portfolio may be limited absent the investment of significant capital to repurpose the space. In 2024, rents from movie theater operators comprised 4.6% of the Company’s aggregate annualized shopping center base revenues (at the Company’s share).
In addition, movie theater operators have experienced inconsistent performance since the COVID-19 pandemic and prospects for releasing any theater vacancies arising in the Company’s portfolio, as well as the properties, may be limited absent the investment of significant capital to repurpose the space.
To the extent that any of these conditions occur, they are likely to affect market rents for retail space. In addition, the Company may face challenges 9 in the management and maintenance of its properties or incur increased operating costs, such as real estate taxes, insurance and utilities, that may make its properties unattractive to tenants.
In addition, the Company may face challenges in the management and maintenance of its properties or incur increased operating costs, such as real estate taxes, insurance and utilities, that may make its properties unattractive to tenants and investors.
As of December 31, 2024, the Company had $30.4 million of investments in and advances to unconsolidated joint ventures holding shopping centers. The Company’s Real Estate Assets May Be Subject to Impairment Charges On a periodic basis, the Company assesses whether there are any indicators that the value of its real estate assets and other investments may be impaired.
The Company’s Real Estate Assets May Be Subject to Impairment Charges On a periodic basis, the Company assesses whether there are any indicators that the value of its real estate assets and other investments may be impaired.
The Company may also incur increased expenses as a result of its efforts to provide enhanced security measures at its properties to contend with 13 criminal or other threats. Any of the foregoing circumstances could have a negative effect on the Company’s business, the operations of its tenants and the value of its properties.
The Company may also incur increased expenses as a result of its efforts to provide enhanced security measures at its properties to contend with criminal or other threats.
The Company may also be required to make distributions to its shareholders when it does not have funds readily available for distribution or at times when the Company’s funds are otherwise needed to fund capital expenditures or debt service obligations.
The Company may also be required to make distributions to its shareholders when it does not have funds readily available for distribution or at times when the Company’s funds are otherwise needed to fund capital expenditure obligations. As a REIT, the Company must distribute at least 90% of its annual net taxable income (excluding net capital gains) to its shareholders.
Extreme weather conditions may impact the profitability of the Company’s tenants by decreasing traffic at or hindering access to the Company’s properties, which may decrease the amount of rent the Company collects. Furthermore, a number of the Company’s properties are located in coastal areas that are subject to natural disasters, including the Southeast and California.
Extreme weather conditions may impact the profitability of the Company’s tenants by decreasing traffic at or hindering access to the Company’s properties, which may decrease the amount of rent the Company collects.
Such liability could be of substantial magnitude and divert management’s attention from other aspects of the Company’s business and, as a result, could have a material adverse effect on the Company’s operating results and financial condition, as well as its ability to make distributions to shareholders.
The Company may incur such liability whether or not it knew of, or was responsible for, the presence of such hazardous or toxic substances. Such liability could be of substantial magnitude and, as a result, could have a material adverse effect on the Company’s operating results and financial condition, as well as its ability to make distributions to shareholders.
Property Ownership Through Partnerships and Joint Ventures Could Limit the Company’s Control of Those Investments and Reduce Its Expected Return Partnership or joint venture investments may involve risks not otherwise present for investments made solely by the Company, including the possibility that the Company’s partner or co-venturer might become bankrupt, that its partner or co-venturer might at any time have different interests or goals than the Company and that its partner or co-venturer may take action contrary to the Company’s instructions, requests, policies or objectives, including the Company’s policy with respect to maintaining its qualification as a REIT.
The Company Has Limited Control Over Properties Owned Through the DTP Joint Venture The Company’s investment in the DTP joint venture involves risks not otherwise present with investments in shopping centers that are wholly-owned by the Company, including the possibility that the Company’s partner might at any time have different interests or goals than the Company and that its partner may take action contrary to the Company’s instructions, requests, policies or objectives, 13 including the Company’s objective to monetize its investment in the joint venture and its policy with respect to maintaining the Company’s qualification as a REIT.
In the event of the loss of key management personnel, the Company may not be able to find replacements with comparable skill, ability and industry expertise. The Company’s operating results and financial condition and the market price of the Company’s common shares could be materially and adversely affected until suitable replacements are identified and retained, if at all.
The Company’s operating results and financial condition, the execution of the Company’s disposition strategy and the market price of the Company’s common shares could be materially and adversely affected until suitable replacements are identified and retained, if at all.
The Company’s Dependence on Rental Income May Adversely Affect Its Results of Operations Substantially all of the Company’s income is derived from rental income from real property.
As of December 31, 2025, annualized base rental revenues from movie theater operators comprised 6.5% of the Company’s aggregate annualized shopping center base rental revenues (at the Company’s share). The Company’s Dependence on Rental Income May Adversely Affect Its Results of Operations Substantially all of the Company’s income is derived from rental income from real property.
Holders of preferred shares have priority over holders of common shares, and the issuance of additional shares reduces the ownership interest of existing holders in the Company. 19 General Risks Relating to Investments in the Company’s Securities The Company May Be Unable to Retain and Attract Key Management Personnel The Company may be unable to retain and attract talented executives.
General Risks Relating to Investments in the Company’s Securities The Company May Be Unable to Retain or Attract Key Management Personnel The Company may be unable to retain or attract talented executives particularly in consideration of its disposition strategy and the anticipated winding up of its operations.
In addition, the REIT provisions of the Code impose a 100% tax on income from “prohibited transactions.” Prohibited transactions generally include sales of assets, other than foreclosure property, that constitute inventory or other property held for sale to customers in the ordinary course of business.
Federal Income Tax As a REIT, any net gain from “prohibited transactions” will be subject to a 100% tax. Prohibited transactions are sales of property held primarily for sale to customers in the ordinary course of a trade or business.
It is impossible to predict the nature or extent of any new tax legislation, regulation or administrative interpretations, but such items could adversely affect the Company’s operating results, financial condition and/or future business planning. 17 Risks Related to the Company’s Organization, Structure and Ownership Provisions of the Company’s Articles of Incorporation and Code of Regulations Could Have the Effect of Delaying, Deferring or Preventing a Change in Control, Even if That Change May Be Considered Beneficial by Some of the Company’s Shareholders The Company’s Articles of Incorporation and Code of Regulations contain provisions that could have the effect of rendering more difficult, delaying or preventing an acquisition deemed undesirable by the Company’s Board of Directors.
It is impossible to predict the nature or extent of any new tax legislation, regulation or administrative interpretations, but such items could adversely affect the Company’s operating results, financial condition and/or future business planning.
As of December 31, 2024, the Company continued to remediate and explore permanent solutions with the applicable state environmental protection agency with respect to groundwater contamination detected at one of its properties. The presence of contamination or the failure to successfully complete its remediation may adversely affect the Company’s ability to lease or sell the property.
The presence of contamination or the failure to successfully complete its remediation may adversely affect the Company’s ability to lease or sell its remaining properties.
Risks Relating to the Company’s Indebtedness and Capital Structure • The Company does not maintain a revolving credit facility which could adversely affect its ability to fund its business. • The Company utilizes a significant amount of indebtedness in the operation of its business which could adversely affect its financial condition, operating results and cash flows. • The Company’s financial condition and operating activities could be adversely affected by financial covenants. • The Company’s ability to increase its debt could adversely affect its financial condition and cash flows. • The Company may not be able to obtain additional capital to finance its operations.
Risks Relating to the Company’s Organization and Capital Structure • Provisions of the Company’s Articles of Incorporation and Code of Regulations could have the effect of delaying, deferring or preventing a change in control, even if that change may be considered beneficial by some of the Company’s shareholders. • The Company does not maintain a revolving credit facility which could adversely affect its ability to fund its business.
The Company May Not Be Able to Obtain Additional Capital to Finance Its Operations To qualify as a REIT, the Company must, among other things, distribute at least 90% of its REIT taxable income (excluding net capital gains) to its stockholders each year.
The REIT provisions of the Code generally require that the Company distribute at least 90% of its REIT taxable income each year (determined without regard to the dividends paid deduction and excluding net capital gain) as a dividend to its shareholders.
Removed
Risks Related to the Company’s Common Shares • Changes in market conditions could adversely affect the market price of the Company’s publicly traded securities. • The Company may issue additional securities without shareholder approval.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeF- 6 C ONSOLIDATED STATEMENTS OF EQUITY (In thousands) Common Shares Preferred Shares Shares Amounts Additional Paid-in Capital Accumulated Distributions in Excess of Net Income Deferred Compensation Obligation Accumulated Other Comprehensive (Loss) Income Treasury Stock at Cost Non- Controlling Interests Total Balance, December 31, 2021 $ 175,000 52,822 $ 5,282 $ 5,950,013 $ ( 4,092,783 ) $ 4,695 $ — $ ( 5,349 ) $ 5,794 $ 2,042,652 Issuance of common shares related to stock plans — 164 16 75 — — — — — 91 Issuance of common shares for cash offering — 607 61 36,663 — — — — — 36,724 Repurchase of common shares — — — — — — ( 42,256 ) — ( 42,256 ) Stock-based compensation, net — — — 4,925 — 330 — ( 3,913 ) — 1,342 Distributions to non-controlling interests — — — — — — — — ( 73 ) ( 73 ) Acquisition of non-controlling interest — — — ( 1,382 ) — — — — — ( 1,382 ) Dividends declared- common shares — — — — ( 111,150 ) — — — — ( 111,150 ) Dividends declared- preferred shares — — — — ( 11,156 ) — — — — ( 11,156 ) Comprehensive income — — — — 168,719 — 9,038 — 73 177,830 Balance, December 31, 2022 175,000 53,593 5,359 5,990,294 ( 4,046,370 ) 5,025 9,038 ( 51,518 ) 5,794 2,092,622 Issuance of common shares related to stock plans — — — 26 — — — — — 26 Repurchase of common shares — — — — — — — ( 26,611 ) — ( 26,611 ) Stock-based compensation, net — — — ( 3,397 ) — 142 — 5,779 — 2,524 Distributions to non-controlling interests — — — — — — — — ( 18 ) ( 18 ) Repurchase of OP Units — — — 4,059 — — — — ( 5,794 ) ( 1,735 ) Dividends declared- common shares — — — — ( 142,913 ) — — — — ( 142,913 ) Dividends declared- preferred shares — — — — ( 11,156 ) — — — — ( 11,156 ) Comprehensive income — — — — 265,703 — ( 2,917 ) — 18 262,804 Balance, December 31, 2023 175,000 53,593 5,359 5,990,982 ( 3,934,736 ) 5,167 6,121 ( 72,350 ) — 2,175,543 Cancellation of treasury stock ( 1,200 ) ( 120 ) ( 63,900 ) 64,020 — Issuance of common shares related to stock plans — 74 8 2,243 — — — — — 2,251 Stock-based compensation, net — — — ( 1,108 ) — 2,874 — ( 1,825 ) — ( 59 ) Dividends declared- common shares — — — — ( 54,753 ) — — — — ( 54,753 ) Dividends declared- preferred shares — — — — ( 9,638 ) — — — — ( 9,638 ) Curbline spin-off — — — ( 1,952,749 ) — — — — — ( 1,952,749 ) Redemption of preferred shares ( 175,000 ) — — 6,129 ( 6,155 ) — — — — ( 175,026 ) Comprehensive income — — — — 531,824 — ( 649 ) — — 531,175 Balance, December 31, 2024 $ — 52,467 $ 5,247 $ 3,981,597 $ ( 3,473,458 ) $ 8,041 $ 5,472 $ ( 10,155 ) $ — $ 516,744 The accompanying notes are an integral part of these consolidated financial statements.
Biggest changeF- 6 C ONSOLIDATED STATEMENTS OF EQUITY (In thousands) SITE Centers Equity Common Shares Preferred Shares Shares Amounts Additional Paid-in Capital Accumulated Distributions in Excess of Net Income Deferred Compensation Obligation Accumulated Other Comprehensive (Loss) Income Treasury Stock at Cost Non- Controlling Interests Total Balance, December 31, 2022 $ 175,000 53,593 $ 5,359 $ 5,990,294 $ ( 4,046,370 ) $ 5,025 $ 9,038 $ ( 51,518 ) $ 5,794 $ 2,092,622 Issuance of common shares related to stock plans — — — 26 — — — — — 26 Repurchase of common shares — — — — — — — ( 26,611 ) — ( 26,611 ) Stock-based compensation, net — — — ( 3,397 ) — 142 — 5,779 — 2,524 Distributions to non-controlling interests — — — — — — — — ( 18 ) ( 18 ) Repurchase of OP Units — — — 4,059 — — — — ( 5,794 ) ( 1,735 ) Dividends declared- common shares — — — — ( 142,913 ) — — — — ( 142,913 ) Dividends declared- preferred shares — — — — ( 11,156 ) — — — — ( 11,156 ) Comprehensive income — — — — 265,703 — ( 2,917 ) — 18 262,804 Balance, December 31, 2023 175,000 53,593 5,359 5,990,982 ( 3,934,736 ) 5,167 6,121 ( 72,350 ) — 2,175,543 Cancellation of treasury stock — ( 1,200 ) ( 120 ) ( 63,900 ) — — — 64,020 — — Issuance of common shares related to stock plans — 74 8 2,243 — — — — — 2,251 Stock-based compensation, net — — — ( 1,108 ) — 2,874 — ( 1,825 ) — ( 59 ) Dividends declared- common shares — — — — ( 54,753 ) — — — — ( 54,753 ) Dividends declared- preferred shares — — — — ( 9,638 ) — — — — ( 9,638 ) Curbline spin-off — — — ( 1,952,749 ) — — — — — ( 1,952,749 ) Redemption of preferred shares ( 175,000 ) — — 6,129 ( 6,155 ) — — — — ( 175,026 ) Comprehensive income — — — — 531,824 — ( 649 ) — — 531,175 Balance, December 31, 2024 — 52,467 5,247 3,981,597 ( 3,473,458 ) 8,041 5,472 ( 10,155 ) — 516,744 Stock-based compensation, net — — — ( 513 ) — ( 45 ) — 1,931 — 1,373 Termination of deferred compensation plan — — — — — ( 7,996 ) — 7,996 — — Dividends declared- common shares — — — — ( 355,741 ) — — — — ( 355,741 ) Comprehensive income — — — — 177,861 — ( 5,472 ) — — 172,389 Balance, December 31, 2025 $ — 52,467 $ 5,247 $ 3,981,084 $ ( 3,651,338 ) $ — $ — $ ( 228 ) $ — $ 334,765 The accompanying notes are an integral part of these consolidated financial statements.
(B) Acquired from the DDRM Properties Joint Venture. 42 Dispositions During 2024, the Company sold the following wholly-owned shopping centers (in thousands): Date Sold Property Name City, State Total Owned GLA Gross Sales Price January 2024 Marketplace at Highland Village Highland Village, Texas 207 $ 42,100 January 2024 Casselberry Commons (A) Casselberry, Florida 237 40,300 March 2024 Chapel Hills East Colorado Springs, Colorado 225 37,000 April 2024 Cool Springs Pointe Brentwood, Tennessee 198 34,550 April 2024 Market Square (A) Douglasville, Georgia 117 15,600 June 2024 Johns Creek Towne Center Suwanee, Georgia 303 58,850 June 2024 Six property portfolio (A) Various 2,368 495,000 June 2024 Carillon Place (A) Naples, Florida 250 54,700 June 2024 The Hub Hempstead, New York 249 41,000 June 2024 Cumming Marketplace (Lowe's parcel) Cumming, Georgia 135 17,200 June 2024 Belgate Shopping Center Charlotte, North Carolina 269 47,250 July 2024 Two property portfolio (A) Cumming, Georgia 406 67,530 July 2024 Midway Plaza (A) Tamarac, Florida 218 36,425 July 2024 Bandera Pointe (A) San Antonio, Texas 438 58,325 July 2024 Lee Vista Promenade Orlando, Florida 314 68,500 August 2024 Three property portfolio (A) Various 894 137,500 August 2024 Guilford Commons Guilford, Connecticut 129 26,500 August 2024 Woodfield Village Green Schaumburg, Illinois 390 93,200 August 2024 Falcon Ridge Town Center (A) Fontana, California 250 64,700 August 2024 Centennial Promenade Centennial, Colorado 443 98,100 September 2024 White Oak Village (A) Richmond, Virginia 398 63,503 September 2024 Springfield Center Springfield, Virginia 177 49,100 September 2024 Hamilton Marketplace (A) Hamilton, New Jersey 485 116,500 September 2024 Whole Foods at Bay Place Oakland, California 57 44,400 September 2024 The Shops at Midtown Miami (A) Miami, Florida 348 83,750 September 2024 Ridge at Creekside (A) Roseville, California 186 39,750 September 2024 Echelon Village Plaza (A) Voorhees, New Jersey 85 8,500 September 2024 Three property portfolio (A) Various 960 180,500 September 2024 University Hills (A) Denver, Colorado 210 56,500 September 2024 Village Square at Golf Boynton Beach, Florida 135 31,101 September 2024 Collection at Brandon Boulevard Brandon, Florida 222 37,200 11,303 $ 2,245,134 (A) GLA excludes some square footage relating to convenience parcels retained by the Company at the time of the sale and subsequently included in the spin-off of Curbline Properties.
(B) Acquired from the DDRM Properties Joint Venture. 41 Dispositions During 2024, the Company sold the following wholly-owned shopping centers (in thousands): Date Sold Property Name City, State Total Owned GLA Gross Sales Price January 2024 Marketplace at Highland Village Highland Village, Texas 207 $ 42,100 January 2024 Casselberry Commons (A) Casselberry, Florida 237 40,300 March 2024 Chapel Hills East Colorado Springs, Colorado 225 37,000 April 2024 Cool Springs Pointe Brentwood, Tennessee 198 34,550 April 2024 Market Square (A) Douglasville, Georgia 117 15,600 June 2024 Johns Creek Towne Center Suwanee, Georgia 303 58,850 June 2024 Six property portfolio (A) Various 2,368 495,000 June 2024 Carillon Place (A) Naples, Florida 250 54,700 June 2024 The Hub Hempstead, New York 249 41,000 June 2024 Cumming Marketplace (Lowe's parcel) Cumming, Georgia 135 17,200 June 2024 Belgate Shopping Center Charlotte, North Carolina 269 47,250 July 2024 Two property portfolio (A) Cumming, Georgia 406 67,530 July 2024 Midway Plaza (A) Tamarac, Florida 218 36,425 July 2024 Bandera Pointe (A) San Antonio, Texas 438 58,325 July 2024 Lee Vista Promenade Orlando, Florida 314 68,500 August 2024 Three property portfolio (A) Various 894 137,500 August 2024 Guilford Commons Guilford, Connecticut 129 26,500 August 2024 Woodfield Village Green Schaumburg, Illinois 390 93,200 August 2024 Falcon Ridge Town Center (A) Fontana, California 250 64,700 August 2024 Centennial Promenade Centennial, Colorado 443 98,100 September 2024 White Oak Village (A) Richmond, Virginia 398 63,503 September 2024 Springfield Center Springfield, Virginia 177 49,100 September 2024 Hamilton Marketplace (A) Hamilton, New Jersey 485 116,500 September 2024 Whole Foods at Bay Place Oakland, California 57 44,400 September 2024 The Shops at Midtown Miami (A) Miami, Florida 348 83,750 September 2024 Ridge at Creekside (A) Roseville, California 186 39,750 September 2024 Echelon Village Plaza (A) Voorhees, New Jersey 85 8,500 September 2024 Three property portfolio (A) Various 960 180,500 September 2024 University Hills (A) Denver, Colorado 210 56,500 September 2024 Village Square at Golf Boynton Beach, Florida 135 31,101 September 2024 Collection at Brandon Boulevard Brandon, Florida 222 37,200 11,303 $ 2,245,134 (A) GLA excludes some square footage relating to convenience parcels retained by the Company at the time of the sale and subsequently included in the spin-off of Curbline Properties.
Investments in real estate joint ventures in which the Company has the ability to exercise significant influence, but does not have financial or operating control, are accounted for using the equity method of accounting. Accordingly, the Company’s share of the earnings (or loss) of these joint ventures is included in consolidated net income (loss).
Investments in real estate joint ventures in which the Company has the ability to exercise significant influence, but does not have financial or operating control, are accounted for using the equity method of accounting. Accordingly, the Company’s share of the earnings (or loss) of these joint ventures is included in consolidated net income.
The Company reviews its individual real estate assets, including undeveloped land and construction in progress, and intangibles for potential impairment indicators whenever events or changes in circumstances indicate that the carrying value may not be recoverable.
The Company reviews its individual real estate assets, including undeveloped land and construction in progress, and intangibles for potential impairment indicators whenever events or changes in circumstances indicate that the carrying value may not be recoverable.
Impairment indicators are primarily related to changes in estimated hold periods and significant, prolonged decreases in projected cash flows; however, other impairment indicators could occur.
Impairment indicators are primarily related to changes in estimated hold periods and significant, prolonged decreases in projected cash flows; however, other impairment indicators could occur.
Impairment indicators related to significant decreases in cash flows may be caused by declines in occupancy, projected losses on potential future sales, market factors, significant changes in projected development costs or completion dates and sustainability of development projects.
Impairment indicators related to significant decreases in cash flows may be caused by declines in occupancy, projected losses on potential future sales, market factors, significant changes in projected development costs or completion dates and sustainability of development projects.
For certain assets, this may require us to reevaluate the hold period required to recover the asset’s carrying value based on updated undiscounted cash flow estimates and involves reconsideration of our hold period based of our ability and intent to hold the asset.
For certain assets, this may require us to reevaluate the hold period required to recover the asset’s carrying value based on updated undiscounted cash flow estimates and involves reconsideration of our hold period based on our ability and intent to hold the asset.
Termination rights under these contracts vary by contract but generally include termination for cause by either party, or generally due to sale of the property. Asset and Property Management Fees Asset and property management services include property maintenance, tenant coordination, accounting and financial services. Asset and property management services represent a series of distinct daily services.
Termination rights under these contracts vary by contract but generally include termination for cause by either party, or due to sale of the property. Asset and Property Management Fees Asset and property management services include property maintenance, tenant coordination, accounting and financial services. Asset and property management services represent a series of distinct daily services.
There is no separate fee paid by the Company in connection with the provision of services by the Operating Partnership or its affiliates under the Shared Services Agreement. Unless terminated earlier, the term of the Shared Services Agreement will expire on October 1, 2027 .
There is no separate fee paid by the Company in connection with the provision of services by the Operating Partnership or its affiliates under the Shared Services Agreement. Unless terminated earlier, the term of the Shared Services Agreement will expire on October 1, 2027 .
The Operating Partnership has the authority to supervise the employees of the Company and its affiliates and direct and control the day-to-day activities of such employees while such employees are providing services to the Operating Partnership or its affiliates under the Shared Services Agreement.
The Operating Partnership has the authority to supervise the employees of the Company and its affiliates and direct and control the day-to-day activities of such employees while such employees are providing services to the Operating Partnership or its affiliates under the Shared Services Agreement.
There is no separate fee paid by the Company in connection with the provision of services by the Operating Partnership or its affiliates under the Shared Services Agreement. Unless terminated earlier, the term of the Shared Services Agreement will expire on October 1, 2027 .
There is no separate fee paid by the Company in connection with the provision of services by the Operating Partnership or its affiliates under the Shared Services Agreement. Unless terminated earlier, the term of the Shared Services Agreement will expire on October 1, 2027 .
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The Company’s Board of Directors has adopted the following corporate governance documents: • Corporate Governance Guidelines that guide the Board of Directors in the performance of its responsibilities to serve the best interests of the Company and its shareholders; • Written charters of the Audit Committee, Compensation Committee and Nominating and ESG Committee; • Code of Ethics for Senior Financial Officers that applies to the Company’s senior financial officers, including the president, chief executive officer, chief financial officer, chief accounting officer, controllers, treasurer and chief internal auditor among others designated by the Company, if any (amendments to, or waivers from, the Code of Ethics for Senior Financial Officers will be disclosed on the Company’s website) and • Code of Business Conduct and Ethics that governs the actions and working relationships of the Company’s employees, officers and directors with current and potential customers, consumers, fellow employees, competitors, government and self-regulatory agencies, investors, the public, the media and anyone else with whom the Company has or may have contact.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The Company’s Board of Directors has adopted the following corporate governance documents: • Corporate Governance Guidelines that guide the Board of Directors in the performance of its responsibilities to serve the best interests of the Company and its shareholders; • Written charters of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee; • Code of Ethics for Senior Financial Officers that applies to the Company’s senior financial officers, including the president, chief executive officer, chief financial officer, chief accounting officer, controllers, treasurer and chief internal auditor among others designated by the Company, if any (amendments to, or waivers from, the Code of Ethics for Senior Financial Officers will be disclosed on the Company’s website) and • Code of Business Conduct and Ethics that governs the actions and working relationships of the Company’s employees, officers and directors with current and potential customers, consumers, fellow employees, competitors, government and self-regulatory agencies, investors, the public, the media and anyone else with whom the Company has or may have contact.
(“Curbline” or “Curbline Properties”) in recognition of the distinct characteristics and opportunities within the Company’s unanchored and grocery, lifestyle and power center portfolios. Convenience properties are generally positioned on the curbline of well-trafficked intersections and major vehicular corridors, offering enhanced access and visibility along with dedicated parking and often include drive-thru units.
(“Curbline” or “Curbline Properties”) in recognition of the distinct characteristics and opportunities within the Company’s unanchored and grocery, lifestyle and power center portfolios. Convenience 27 properties are generally positioned on the curbline of well-trafficked intersections and major vehicular corridors, offering enhanced access and visibility along with dedicated parking and often include drive-thru units.
Section 1350 Submitted electronically herewith 55 97.1 Clawback Policy Effective October 2, 2023 Annual Report on Form 10-K (Filed with the SEC on February 23, 2024) 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
Section 1350 Submitted electronically herewith 97.1 Clawback Policy Effective October 2, 2023 Annual Report on Form 10-K (Filed with the SEC on February 23, 2024) 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
Undiscounted cash flows relating to assets considered for potential sale include estimated net operating income through potential sale dates and estimates of the assets current fair value based on the best available information, which may include a direct capitalization of such net operating income, letters of intent, broker opinions of value or purchase and sale agreements under negotiation.
Undiscounted cash flows relating to assets considered for potential sale include estimated net operating income through potential sale dates and estimates of the assets’ current fair value based on the best available information, which may include a direct capitalization of such net operating income, letters of intent, broker opinions of value or purchase and sale agreements under negotiation.
The adjustment for these charges, income and gains may not be comparable to how other REITs or real estate companies calculate their results of operations, and the Company’s calculation of Operating FFO differs from NAREIT’s definition of FFO. 36 Additionally, the Company provides no assurances that these charges, income and gains are non-recurring.
The adjustment for these charges, income and gains may not be comparable to how other REITs or real estate companies calculate their results of operations, and the Company’s calculation of Operating FFO differs from NAREIT’s definition of FFO. Additionally, the Company provides no assurances that these charges, income and gains are non-recurring.
The Company has also implemented various safeguards designed to ensure the confidentiality, availability and the integrity of its network and data, including redundant telecommunication facilities, replicating critical data and backups to multiple off-site locations, a fire suppression system to protect the Company’s on-site data center, and electrical power protection and generation 20 facilities.
The Company has also implemented various safeguards designed to ensure the confidentiality, availability and the integrity of its network and data, including redundant telecommunication facilities, replicating critical data and backups to multiple off-site locations, a fire suppression system to protect the Company’s on-site data center, and electrical power protection and generation facilities.
At the time of the repayment, the principal amount outstanding under the Term Loan Agreement was $ 200.0 million and the Company recorded Debt extinguishment costs of $ 0.9 million. The Company received $ 6.8 million of cash related to an interest rate swap that was also terminated in connection with the repayment of the Term Loan Agreement (Note 7).
At the time of the repayment, the principal amount outstanding under the Term Loan Agreement was $ 200.0 million and the Company recorded Debt extinguishment costs of $ 0.9 million. The Company received $ 6.8 million of cash related to an interest rate swap that was also terminated in connection with the repayment of the Term Loan Agreement (Note 6).
Neither FFO nor Operating FFO should be considered an alternative to net income (computed in accordance with GAAP) or as an alternative to cash flow as a measure of liquidity. FFO and Operating FFO are simply used as additional indicators of the Company’s operating performance.
Neither FFO nor Operating FFO should be considered an alternative to net income (computed in accordance with GAAP) or as an alternative to cash flow as a measure of liquidity. FFO and Operating FFO are simply used as additional indicators of the 36 Company’s operating performance.
The aggregate cash dividends declared in 2023 of $ 2.72 per common share included a special cash dividend of $ 0.64 per common share attributable to significant dispositions activity consummated in 2023, which was paid on January 12, 2024.
The aggregate cash dividends declared and paid in 2023 of $ 2.72 per common share included a special cash dividend of $ 0.64 per common share attributable to significant dispositions activity consummated in 2023, which was paid on January 12, 2024.
In connection with the spin-off, on October 1, 2024, the Company, Curbline and Curbline Properties LP (the “Operating Partnership”) entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”), pursuant to which, among other things, the Company transferred its portfolio of convenience retail properties, $ 800.0 million of unrestricted cash and certain other assets, liabilities and obligations to Curbline and effected a pro rata special distribution of all of the outstanding shares of Curbline common stock to common shareholders of the Company as of September 23, 2024, the record date.
In connection with the spin-off, on October 1, 2024, the Company, Curbline and Curbline Properties LP (the “Operating Partnership”) entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”), pursuant to which, among other things, the Company transferred its portfolio of convenience retail properties, $ 800.0 million of unrestricted cash and certain other assets, liabilities and obligations to Curbline and effectuated a pro rata special distribution of all of the outstanding shares of Curbline common stock to common shareholders of the Company as of September 23, 2024, the record date.
ISSUER PURCHASES OF EQUITY SECURITIES (a) (b) (c) (d) Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (Millions) October 1-31, 2024 — — — $ — November 1-30, 2024 — — — — December 1-31, 2024 — — — — Total — — — $ 73.4 On December 20, 2022, the Company announced that its Board of Directors authorized a new common share repurchase program.
ISSUER PURCHASES OF EQUITY SECURITIES (a) (b) (c) (d) Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (Millions) October 1-31, 2025 — — — $ — November 1-30, 2025 — — — — December 1-31, 2025 — — — — Total — — — $ 73.4 On December 20, 2022, the Company announced that its Board of Directors authorized a new common share repurchase program.
These revenues are derived from the Company’s management agreements with unconsolidated joint ventures, and in the case of unconsolidated joint ventures, are recognized to the extent attributable to the unaffiliated ownership in the unconsolidated joint venture to which it relates.
These revenues are derived from the Company’s management agreements with Curbline and with unconsolidated joint ventures, and in the case of unconsolidated joint ventures, are recognized to the extent attributable to the unaffiliated ownership in the unconsolidated joint venture to which it relates.
Fees from Curbline On October 1, 2024, the Company, Curbline and the Operating Partnership also entered into a Shared Services Agreement (the “Shared Services Agreement”) for certain business services to be provided by the Company to the Operating Partnership and by the Operating Partnership to the Company.
Fees from Curbline On October 1, 2024, the Company, Curbline and the Operating Partnership entered into a Shared Services Agreement (the “Shared Services Agreement”) for certain business services to be provided by the Company to the Operating Partnership and by the Operating Partnership to the Company.
As of December 31, 2024, the Company’s consolidated indebtedness consisted of two outstanding mortgages (the Mortgage Facility and a mortgage loan encumbering Nassau Park Pavilion) with an aggregate outstanding balance of $306.8 million, a weighted-average interest rate (based on contractual rates excluding amortization of debt issuance costs) of 6.9% and a weighted-average maturity (prior to exercise of applicable extension options) of 2.4 years.
As of December 31, 2024, the Company’s consolidated indebtedness consisted of the Mortgage Facility and a mortgage loan encumbering Nassau Park Pavilion with an aggregate outstanding balance of $306.8 million, a weighted-average interest rate (based on contractual rates excluding amortization of debt issuance costs) of 6.9% and a weighted-average maturity (prior to exercise of applicable extension options) of 2.4 years.
Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of SITE Centers Corp. and its subsidiaries (the "Company") as of December 31, 2024 and 2023, and the related consolidated statements of operations, of comprehensive income, of equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes and financial statement schedules listed in the accompanying index (collectively referred to as the "consolidated financial statements").
Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of SITE Centers Corp. and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of operations, of comprehensive income, of equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes and financial statement schedules listed in the accompanying index (collectively referred to as the "consolidated financial statements").
While the resolution of all matters cannot be predicted with certainty, management believes that the final outcome of such legal proceedings and claims will not have a material adverse effect on the Company’s liquidity, financial position or results of operations. I tem 4. MINE SAFETY DISCLOSURES Not Applicable. 25 PART II I tem 5.
While the resolution of all matters cannot be predicted with certainty, management believes that the final outcome of such legal proceedings and claims will not have a material adverse effect on the Company’s liquidity, financial position or results of operations. I tem 4. MINE SAFETY DISCLOSURES Not Applicable. 26 PART II I tem 5.
As part of the reverse stock split in F- 12 August 2024, 1.2 million treasury shares were cancelled having a cost basis of $ 64.0 million resulting in a corresponding decrease in additional paid in capital, outstanding shares and par value. Revenue Recognition For the real estate industry, leasing transactions are not within the scope of the revenue standard.
As part of the reverse stock split in August 2024, 1.2 million treasury shares were cancelled having a cost basis of $ 64.0 million resulting in a corresponding decrease in additional paid in capital, outstanding shares and par value. Revenue Recognition For the real estate industry, leasing transactions are not within the scope of the revenue standard.
Prior to the termination and repayment of amounts outstanding under the Term Loan Agreement (Note 6) on August 15, 2024, the Company had one effective swap with a notional amount of $ 200.0 million, expiring in June 2027 , which converted the variable-rate SOFR component of the interest rate applicable to its term loan to a fixed rate of 2.75 %.
Prior to the termination and repayment of amounts outstanding under the Term Loan Agreement (Note 5) on August 15, 2024, the Company had one effective swap with a notional amount of $ 200.0 million, expiring in June 2027 , which converted the variable-rate SOFR component of the interest rate applicable to its term loan to a fixed rate of 2.75 %.
Derivative – Unsecured Notes In 2023, the Company entered into swaption agreements with a notional amount aggregating $ 450.0 million to partially hedge the impact of changes in benchmark interest rates on potential yield maintenance premiums applicable to the redemption of its Senior Notes due in 2027. The swaptions did not qualify for hedge accounting.
Derivative – Unsecured Notes In 2023, the Company entered into swaption agreements with a notional amount aggregating $ 450.0 million to partially hedge the impact of changes in benchmark interest rates on potential yield maintenance premiums applicable to the redemption of its Senior F- 22 Notes due in 2027. The swaptions did not qualify for hedge accounting.
The Shared Services Agreement also requires the Company to provide the Operating Partnership and its affiliates the services of its employees and the use or benefit of the Company’s assets, offices and other resources as may be necessary or useful to establish and operate various business functions of the Operating Partnership and its affiliates in a manner as would be established and operated for a REIT similarly situated to Curbline Properties.
The Shared Services Agreement also requires the Company to provide the Operating Partnership and its affiliates the services of its employees and the use or benefit of such other of the Company’s assets and resources as may be necessary or useful to establish and operate various business functions of the Operating Partnership and its affiliates in a manner as would be established and operated for a REIT similarly situated to Curbline Properties.
On October 1, 2024, the Company, Curbline and Curbline Properties LP (the “Operating Partnership”) entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”), which provided for the principal transactions necessary to consummate the spin-off, including the allocation among the Company, Curbline and the Operating Partnership of the Company’s assets, liabilities and obligations attributable to periods both prior to and following the spin-off.
On October 1, 2024, the Company, Curbline and Curbline Properties LP (the “Operating Partnership”) entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”), which provided for the principal transactions necessary to complete the spin-off, including the allocation among the Company, Curbline and the Operating Partnership of the Company’s assets, liabilities and obligations attributable to periods both prior to and following the spin-off.
The Shared Services Agreement also requires the Company to provide the Operating Partnership and its affiliates the services of its employees and the use or benefit of the Company’s assets, offices and other resources as may be necessary or useful to establish and operate various business functions of the Operating Partnership and its affiliates in a manner as would be established and operated for a REIT similarly situated to Curbline.
The Shared Services Agreement also requires the Company to provide the Operating Partnership and its affiliates the services of its employees and the use or benefit of such other of the Company’s assets and resources as may be necessary or useful to establish and operate various business functions of the Operating Partnership and its affiliates in a manner as would be established and operated for a REIT similarly situated to Curbline.
Several of these considerations require assumptions and significant judgment about the forecasts of future taxable income and must be consistent with the plans and estimates that the Company is utilizing to manage its business. As a result, to the extent facts and circumstances change, an assessment of the need for a valuation allowance should be made.
Several of these considerations require assumptions and significant judgment about the forecasts of future taxable F- 15 income and must be consistent with the plans and estimates that the Company is utilizing to manage its business. As a result, to the extent facts and circumstances change, an assessment of the need for a valuation allowance should be made.
Internal Revenue Service, or IRS, to the effect that the Company’ failure to maintain its REIT status will not cause Curbline Properties to fail to qualify as a REIT) and (ii) Curbline Properties covenanted to (a) be organized and operated so that it will qualify as a REIT for its initial taxable year ending December 31, 2024 and (b) elected to be taxed as a REIT commencing with its initial taxable year ending December 31, 2024.
Internal Revenue Service, or “IRS”, to the effect that the Company’ failure to maintain its REIT status will not cause Curbline Properties to fail to qualify as a REIT) and (ii) Curbline Properties covenanted to (a) be organized and operated so that it will qualify as a REIT for its initial taxable year ending December 31, 2024 and (b) elected to be taxed as a REIT commencing with its initial taxable year ending December 31, 2024.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America.
The Company typically satisfies its performance obligation at a point in time when control is transferred, generally at the time of the first contractual event where there is a present right to payment. The Company looks to history, experience with a customer and deal-specific considerations to support its judgment that the second contingency will be met.
The Company typically satisfied its performance obligation at a point in time when control is transferred, generally at the time of the first contractual event where there is a present right to payment. The Company looks to history, experience with a customer and deal-specific considerations to support its judgment that the second contingency will be met.
As a REIT, the Company generally will not be subject to corporate level federal income tax on taxable income it distributes to its shareholders. As the Company distributed sufficient taxable income for each of the three years ended December 31, 2024, 2023 and 2022 , no U.S. federal income or excise taxes were incurred.
As a REIT, the Company generally will not be subject to corporate level federal income tax on taxable income it distributes to its shareholders. As the Company distributed sufficient taxable income for each of the three years ended December 31, 2025, 2024 and 2023 , no U.S. federal income or excise taxes were incurred.
Such adjustments include write-off of preferred share original issuance costs, gains/losses on the early extinguishment of debt, certain transaction fee income, transaction costs and other restructuring type costs, including employee separation costs. The disclosure of these adjustments is regularly requested by users of the Company’s financial statements.
Such adjustments include write-off of preferred share original issuance costs, condemnation revenue, gains/losses on the early extinguishment of debt, certain transaction fee income, transaction costs and other restructuring type costs, including employee separation costs. The disclosure of these adjustments is regularly requested by users of the Company’s financial statements.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm as stated in their report which appears herein and is incorporated in this Item 9A by reference thereto.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm as stated in their report which appears herein and is incorporated in this Item 9A by reference thereto.
The Shared Services Agreement includes Curbline’s right to use the Company’s office space in New York. This arrangement is considered an embedded lease based on the criteria specified in Topic 842. The sublease income received under the Shared Services Agreement (Note 13) is included in Rental Income on the Company’s consolidated statements of operations.
The Shared Services Agreement includes Curbline’s right to use the Company’s office space in New York. This arrangement is considered an embedded lease based on the criteria specified in Topic 842. The sublease income received under the Shared Services Agreement (Note 12) is included in Rental Income on the Company’s consolidated statements of operations.
Real Estate Impairment Assessment An asset with impairment indicators is considered impaired when the undiscounted future cash flows are not sufficient to recover the asset’s carrying value. If an asset’s carrying value is not recoverable, an impairment loss is recognized based on the excess of the carrying amount of the asset over its fair value.
F- 10 Real Estate Impairment Assessment An asset with impairment indicators is considered impaired when the undiscounted future cash flows are not sufficient to recover the asset’s carrying value. If an asset’s carrying value is not recoverable, an impairment loss is recognized based on the excess of the carrying amount of the asset over its fair value.
Debt issuance costs related to the Company’s revolving credit facility were classified as an asset on the consolidated balance sheets until the facility was terminated as these costs are, at the outset, not associated with an outstanding borrowing. The aggregate costs are amortized over the terms of the related debt agreements.
Debt issuance costs related to the Company’s revolving credit facility were classified as an F- 12 asset on the consolidated balance sheets until the facility was terminated as these costs were, at the outset, not associated with an outstanding borrowing. The aggregate costs are amortized over the terms of the related debt agreements.
In August of 2024, in conjunction with the repayment of the Term Loan Agreement (Note 6), the swap was terminated and re-designated to convert the variable-rate SOFR component of the interest rate applicable to $ 200.0 million of the loan outstanding under the new Mortgage Facility to a fixed rate of 2.75 %.
In August of 2024, in conjunction with the repayment of the Term Loan Agreement, the swap was terminated and re-designated to convert the variable-rate SOFR component of the interest rate applicable to $ 200.0 million of the loan outstanding under the new Mortgage Facility to a fixed rate of 2.75 %.
Management assessed the effectiveness of its internal control over financial reporting based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based on those criteria, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2024.
Management assessed the effectiveness of its internal control over financial reporting based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based on those criteria, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025.
Changes in Internal Control over Financial Reporting During the three months ended December 31, 2024, there were no changes in the Company’s internal control over financial reporting that materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting. I tem 9B. OTHER INFORMATION None. Ite m 9C.
Changes in Internal Control over Financial Reporting During the three months ended December 31, 2025, there were no changes in the Company’s internal control over financial reporting that materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting. I tem 9B. OTHER INFORMATION None. Ite m 9C.
Copies of the Company’s corporate governance documents are available on the Company’s website, www.sitecenters.com, under “Investor Relations—Corporate Governance.” Certain other information required by this Item 10 is incorporated herein by reference to the information under the headings “Proposal One: Election of Five Directors—Director Nominees for Election at the Annual Meeting” and “Board Governance” contained in the Company’s Proxy Statement for the Company’s 2025 annual meeting of shareholders to be filed with the SEC pursuant to Regulation 14A (the “2025 Proxy Statement”), and the information under the heading “Information About the Company’s Executive Officers” in Part I of this Annual Report on Form 10‑K.
Copies of the Company’s corporate governance documents are available on the Company’s website, www.sitecenters.com, under “Investor Relations—Corporate Governance.” Certain other information required by this Item 10 is incorporated herein by reference to the information under the headings “Proposal One: Election of Five Directors—Director Nominees for Election at the Annual Meeting” and “Board Governance” contained in the Company’s Proxy Statement for the Company’s 2026 annual meeting of shareholders to be filed with the SEC pursuant to Regulation 14A (the “2026 Proxy Statement”), and the information under the heading “Information About the Company’s Executive Officers” in Part I of this Annual Report on Form 10‑K.
Submitted electronically herewith 101.SCH Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Document Submitted electronically herewith 104 The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 has been formatted in Inline XBRL.
Submitted electronically herewith 101.SCH Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Document Submitted electronically herewith 104 The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 has been formatted in Inline XBRL.
The spin-off of the convenience properties represented a strategic shift in the Company’s business and, as such, the Curbline properties were considered as held for sale as of October 1, 2024 and are reflected as discontinued operations in the consolidated financial statements for all periods presented.
The spin-off of the convenience properties represented a strategic shift in the Company’s business and, as such, the Curbline properties were considered as held for sale as of October 1, 2024 and are reflected as discontinued operations in the consolidated financial statements for all periods presented prior to October 1, 2024.
The commission is paid upon the occurrence of certain contractual events that may be contingent. For example, a portion of the commission may be paid upon execution of the lease by the tenant, with the remaining paid upon occurrence of another future contingent event (e.g., payment of first month’s rent or tenant move-in).
The commission was paid upon the occurrence of certain contractual events that may be contingent. For example, a portion of the commission may be paid upon execution of the lease by the tenant, with the remaining paid upon occurrence of another future contingent event (e.g., payment of first month’s rent or tenant move-in).
Accordingly, the Company satisfies the performance obligation as services are rendered over time. The Company is compensated for property management services through a monthly management fee, which is typically earned based on a specified percentage of the monthly rental receipts generated from the property under management.
Accordingly, the Company satisfies the performance obligation as services are rendered over time. F- 13 The Company is compensated for property management services through a monthly management fee, which is typically earned based on a specified percentage of the monthly rental receipts generated from the property under management.
To govern certain ongoing relationships between the Company, the Operating Partnership and Curbline Properties after the distribution, and to provide for the allocation among the Company, the Operating Partnership and Curbline Properties of the Company's assets, liabilities and obligations attributable to periods both prior to and following the separation of Curbline Properties and the Operating Partnership from SITE Centers, the Company, Curbline Properties and the Operating Partnership entered into agreements pursuant to which each provides certain services and has certain rights following the distribution, and Curbline Properties, the Operating Partnership and SITE Centers indemnify each other against certain liabilities arising from their respective businesses.
To govern certain ongoing relationships between the Company, the Operating Partnership and Curbline Properties after the distribution, and to provide for the allocation among the Company, the Operating Partnership and Curbline Properties of the Company's assets, liabilities and obligations attributable to periods both prior to and following the separation of Curbline Properties and the Operating Partnership from SITE Centers, the Company, Curbline Properties and the Operating Partnership entered into agreements pursuant to which each provides certain services and has certain rights following the spin-off date, and Curbline Properties, the Operating Partnership and SITE Centers indemnify each other against certain liabilities arising from their respective businesses.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Certain information required by this Item 12 is incorporated herein by reference to the “Board Governance—Security Ownership of Directors and Management” and “Corporate Governance and Other Matters—Security Ownership of Certain Beneficial Owners” sections of the 2025 Proxy Statement.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Certain information required by this Item 12 is incorporated herein by reference to the “Board Governance—Security Ownership of Directors and Management” and “Corporate Governance and Other Matters—Security Ownership of Certain Beneficial Owners” sections of the 2026 Proxy Statement.
Submitted electronically herewith * Management contracts and compensatory plans or arrangements required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K. It em 16. FORM 10-K SUMMARY None. 56 SITE Centers Corp.
Submitted electronically herewith * Management contracts and compensatory plans or arrangements required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K. It em 16. FORM 10-K SUMMARY None. 51 SITE Centers Corp.
Furthermore, the Separation and Distribution Agreement governs the rights and obligations among the Company, Curbline Properties and the Operating Partnership regarding the distribution both prior to and following the completion of the separation. The Separation and Distribution Agreement contains obligations for the Company to complete certain redevelopment projects at properties that are owned by Curbline Properties.
Furthermore, the Separation and Distribution Agreement governs the rights and obligations among the Company, Curbline Properties and the Operating Partnership regarding the distribution both prior to and following the completion of the separation. F- 26 The Separation and Distribution Agreement contains obligations for the Company to complete certain redevelopment projects at properties that are owned by Curbline Properties.
The Employee Matters Agreement also generally provides that the Company and Curbline is each responsible for the F- 30 employment and compensation of its own employees and for the costs associated with providing its employee ’ s health and welfare benefits and retirement and other compensation plans.
The Employee Matters Agreement also generally provides that the Company and Curbline is each responsible for the employment and compensation of its own employees and for the costs associated with providing its employee ’ s health and welfare benefits and retirement and other compensation plans.
The Company expects to recognize interest and penalties related to uncertain tax positions, if any, as income tax expense. For the three years ended December 31, 2024, the Company recognized no material adjustments regarding its tax accounting treatment for uncertain tax provisions.
The Company expects to recognize interest and penalties related to uncertain tax positions, if any, as income tax expense. For the three years ended December 31, 2025, the Company recognized no material adjustments regarding its tax accounting treatment for uncertain tax provisions.
We also have audited the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
(2) SITE ownership interest at 20%. (3) Indicates the asset or a portion of the asset is subject to a ground lease. All other assets are owned fee simple. (4) SITE ownership interest at 50%. 24 I tem 3.
(2) SITE ownership interest at 20%. (3) Indicates the asset or a portion of the asset is subject to a ground lease. All other assets are owned fee simple. (4) SITE ownership interest at 50%. 25 I tem 3.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
F- 10 If the Company is evaluating the potential sale of an asset, the undiscounted future cash flows analysis is probability-weighted based upon management’s best estimate of the likelihood of the alternative courses of action as of the balance sheet date.
If the Company is evaluating the potential sale of an asset, the undiscounted future cash flows analysis is probability-weighted based upon management’s best estimate of the likelihood of the alternative courses of action as of the balance sheet date.
F- 18 Revenues earned by the Company related to all of the Company’s unconsolidated joint ventures are as follows (in millions): For the Year Ended December 31, 2024 2023 2022 Revenue from contracts: Asset and property management fees $ 5.1 $ 5.7 $ 7.7 Leasing commissions and development fees 0.2 0.4 1.9 5.3 6.1 9.6 Other 0.2 0.7 1.0 $ 5.5 $ 6.8 $ 10.6 The Company’s joint venture agreements generally include provisions whereby each partner has the right to trigger a purchase or sale of its interest in the joint venture or to initiate a purchase or sale of the properties after a certain number of years or if either party is in default of the joint venture agreements.
Revenues earned by the Company related to all of the Company’s unconsolidated joint ventures are as follows (in millions): For the Year Ended December 31, 2025 2024 2023 Revenue from contracts: Asset and property management fees $ 4.9 $ 5.1 $ 5.7 Leasing commissions and development fees — 0.2 0.4 4.9 5.3 6.1 Other 0.3 0.2 0.7 $ 5.2 $ 5.5 $ 6.8 The Company’s joint venture agreements generally include provisions whereby each partner has the right to trigger a purchase or sale of its interest in the joint venture or to initiate a sale of the properties after a certain number of years or if either party is in default of the joint venture agreements.
Pursuant to the Tax Matters Agreement, (i) the Company (a) represented that, commencing with its taxable year ending in December 31, 1993 through its taxable year ending on December 31, 2023, the Company was organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code of 1986, or the Code and (b) covenanted to qualify as a REIT under the Code for its taxable year ending December 31, 2024 (unless the Company obtains an opinion from a nationally recognized tax counsel or a private letter ruling from the U.S.
Pursuant to the Tax Matters Agreement, (i) the Company (a) represented that, commencing with its taxable year ending in December 31, 1993 through its taxable year ending on December 31, 2023, the Company was organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and (b) covenanted to qualify as a REIT under the Code for its taxable year ending December 31, 2024 (unless the Company obtains an opinion from a nationally recognized tax counsel or a private letter ruling from the U.S.
F- 8 Notes to Consolidated Financial Statements 1. Summary of Significant Accounting Policies Nature of Business SITE Centers Corp. and its related consolidated real estate subsidiaries (collectively, the “Company” or “SITE Centers”) and unconsolidated joint ventures are primarily engaged in the business of owning, leasing, acquiring, redeveloping and managing shopping centers.
F- 8 Notes to Consolidated Financial Statements 1. Summary of Significant Accounting Policies Nature of Business SITE Centers Corp. and its related consolidated subsidiaries (collectively, the “Company” or “SITE Centers”) and unconsolidated joint ventures are primarily engaged in the business of owning, leasing, redeveloping and managing shopping centers.
The following table sets forth the number of securities issued and outstanding under the Company’s existing stock compensation plans, as of December 31, 2024, as well as the weighted-average exercise price of outstanding options.
The following table sets forth the number of securities issued and outstanding under the Company’s existing stock compensation plans, as of December 31, 2025, as well as the weighted-average exercise price of outstanding options.
Any future deterioration in property-level revenues may cause one or more of these joint ventures to be unable to refinance maturing obligations or satisfy applicable covenants, financial tests or debt service requirements or loan maturity extension conditions in the future, thereby allowing the mortgage lender to assume control of property cash flows, limit distributions of cash to joint venture members, declare a default, increase the interest rate or accelerate the loan’s maturity.
Any future deterioration in property-level revenues may cause the joint venture to be unable to refinance maturing obligations or satisfy applicable covenants, financial tests or debt service requirements or loan maturity extension conditions in the future, thereby allowing the mortgage lender to assume control of property cash flows, limit distributions of cash to joint venture members, declare a default, increase the interest rate or accelerate the loan’s maturity.
Non-Controlling Interests In 2023, the Company redeemed all of is outstanding operating partnership units (“OP Units”) for cash at an aggregate cost of $ 1.7 million. The gain on the transaction was reflected as Additional Paid-in Capital in the Company’s consolidated statements of equity.
Non-Controlling Interests In 2023, the Company redeemed all of its outstanding operating partnership units (“OP Units”) for cash at an aggregate cost of $ 1.7 million. The gain on the transaction was reflected as Additional Paid-in Capital in the Company’s consolidated statements of equity. 9.
For example, the Company’s management team reviews the findings, if any, of the internal audit team’s assessments, analyzed the identified risks, and takes action based on the Company’s overall risk profile.
For example, the Company’s management team reviews the findings, if any, of the internal audit team’s assessments, analyzes the identified risks, and takes action based on the Company’s overall risk profile.
Rental Income Rental Income on the Company’s consolidated statements of operations includes contractual lease payments that generally consist of the following: • Fixed-lease payments, which include fixed payments associated with expense reimbursements from tenants for common area maintenance, taxes and insurance from tenants in shopping centers and are recognized on a straight-line basis over the non-cancelable term of the lease, which generally ranges from one mon th to 15 years , and include the effects of applicable rent steps and abatements. • Variable lease payments, which include percentage and overage income, recognized after a tenant’s reported sales have exceeded the applicable sales breakpoint set forth in the applicable lease. • Variable lease payments associated with expense reimbursements from tenants for common area maintenance, taxes, insurance and other property operating expenses, based upon the tenant’s lease provisions, which are recognized in the period the related expenses are incurred. • Lease termination payments, which are recognized upon the effective termination of a tenant’s lease when the Company has no further obligations under the lease. • Ancillary and other property-related rental payments, primarily composed of leasing vacant space to temporary tenants, kiosk income, and parking income, which are recognized in the period earned.
Rental Income Rental Income on the Company’s consolidated statements of operations includes contractual lease payments that generally consist of the following: • Fixed-lease payments, which include fixed payments associated with expense reimbursements from tenants for common area maintenance, taxes and insurance from tenants in shopping centers and are recognized on a straight-line basis over the non-cancelable term of the lease, which gener ally ranges from one month to 15 years , an d include the effects of applicable rent steps and abatements. • Variable lease payments, which include percentage and overage income, recognized after a tenant’s reported sales have exceeded the applicable sales breakpoint set forth in the applicable lease. • Variable lease payments associated with expense reimbursements from tenants for common area maintenance, taxes, insurance and other property operating expenses, based upon the tenant’s lease provisions, which are recognized in the period the related expenses are incurred. • Lease termination payments, which are recognized upon the effective termination of a tenant’s lease when the Company has no further obligations under the lease. • Ancillary and other property-related rental payments, primarily composed of leasing vacant space to temporary tenants and parking income, which are recognized in the period earned.
INDEX TO FINANCIAL STATEMENTS Financial Statements: Page Report of Independent Registered Public Accounting Firm (PCAOB ID No. 238 ) F- 2 Consolidated Balance Sheets at December 31, 2024 and 2023 F- 4 Consolidated Statements of Operations for the three years ended December 31, 2024 F- 5 Consolidated Statements of Comprehensive Income for the three years ended December 31, 2024 F- 6 Consolidated Statements of Equity for the three years ended December 31, 2024 F- 7 Consolidated Statements of Cash Flows for the three years ended December 31, 2024 F- 8 Notes to Consolidated Financial Statements F- 9 Financial Statement Schedules: II — Valuation and Qualifying Accounts and Reserves for the three years ended December 31, 2024 F- 36 III — Real Estate and Accumulated Depreciation at December 31, 2024 F- 37 All other schedules are omitted because they are not applicable, or the required information is shown in the consolidated financial statements or notes thereto.
INDEX TO FINANCIAL STATEMENTS Financial Statements: Page Report of Independent Registered Public Accounting Firm (PCAOB ID No. 238 ) F- 2 Consolidated Balance Sheets at December 31, 2025 and 2024 F- 4 Consolidated Statements of Operations for the three years ended December 31, 2025 F- 5 Consolidated Statements of Comprehensive Income for the three years ended December 31, 2025 F- 6 Consolidated Statements of Equity for the three years ended December 31, 2025 F- 7 Consolidated Statements of Cash Flows for the three years ended December 31, 2025 F- 8 Notes to Consolidated Financial Statements F- 9 Financial Statement Schedules: II — Valuation and Qualifying Accounts and Reserves for the three years ended December 31, 2025 F- 32 III — Real Estate and Accumulated Depreciation at December 31, 2025 F- 33 All other schedules are omitted because they are not applicable, or the required information is shown in the consolidated financial statements or notes thereto.
The Company considers portions of this information to be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), both as amended, with respect to the Company’s expectations for future periods.
The Company considers portions of this information to be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act, both as amended, with respect to the Company’s expectations for future periods.
There can be no assurance that any of these leases will be renewed or that any replacement tenants will be obtained if not renewed. 22 SITE Centers Corp.
There can be no assurance that any of these leases will be renewed or that any replacement tenants will be obtained if not renewed. 23 SITE Centers Corp.
The Company reported a non-cash loss of $ 5.5 million and a non-cash gain of $ 2.1 million related to the valuation adjustments associated with these instruments for the years ended December 31, 2024 and 2023, which is recorded in (Loss) gain on derivative instruments on the Company’s consolidated statement of operations, respectively. 8.
The Company reported a non-cash loss of $ 5.5 million and a non-cash gain of $ 2.1 million related to the valuation adjustments associated with these instruments for the years ended December 31, 2024 and 2023, respectively, which are recorded in (Loss) gain on derivative instruments on the Company’s consolidated statement of operations. 7.
For new leases executed during 2024, the Company expended a weighted-average cost of tenant improvements and lease commissions estimated at $6.85 per rentable square foot, on a pro rata basis, over the lease term, as compared to $4.74 per rentable square foot in 2023. The Company generally does not expend a significant amount of capital on lease renewals.
For new leases executed during 2025, the Company expended a weighted-average cost of tenant improvements and lease commissions estimated at $6.26 per rentable square foot, on a pro rata basis, over the lease term, as compared to $6.85 per rentable square foot in 2024. The Company generally does not expend a significant amount of capital on lease renewals.
Cattonar Director John M. Cattonar /s/ Cynthia Foster Curry Director Cynthia Foster Curry /s/ Dawn M. Sweeney Director Dawn M. Sweeney
Cattonar /s/ Cynthia Foster Curry Director Cynthia Foster Curry /s/ Dawn M. Sweeney Director Dawn M. Sweeney
Depreciation and amortization is recorded on a straight-line basis over the estimated useful lives of the assets as follows: Buildings Useful lives, ranging from 30 to 40 years Building improvements and fixtures Useful lives, ranging from 3 to 20 years Tenant improvements Shorter of economic life or lease terms The Company periodically assesses the useful lives of its depreciable real estate assets and accounts for any revisions, which are not material for the periods presented, prospectively.
Depreciation and amortization is recorded on a straight-line basis over the estimated useful lives of the assets as follows: Buildings Useful lives, 31.5 years Building improvements and fixtures Useful lives, ranging from 2 to 20 years Tenant improvements Shorter of economic life or lease terms The Company periodically assesses the useful lives of its depreciable real estate assets and accounts for any revisions, which are not material for the periods presented, prospectively.
The make-whole premium was partially offset by $ 1.3 million of cash received upon the termination of the swaption which is recorded in (Loss) gain on derivative instruments (Note 7). During the year, the Company repurchased $ 88.3 million aggregate principal amount of its outstanding Senior Notes at a discount to par.
The make-whole premium was partially offset by $ 1.3 million of cash received upon the termination of the swaption which was recorded in (Loss) gain on derivative instruments (Note 6). During 2024, the Company repurchased $ 88.3 million aggregate principal amount of its outstanding Senior Notes at a discount to par.
EXECUTIVE COMPENSATION Information required by this Item 11 is incorporated herein by reference to the information under the headings “Board Governance—Compensation of Directors,” “Executive Compensation Tables and Related Disclosure,” “Compensation Discussion and Analysis” and “Proposal Two: Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers—Compensation Committee Report” and “—Compensation Committee Interlocks and Insider Participation” contained in the 2025 Proxy Statement. 52 I tem 12.
EXECUTIVE COMPENSATION Information required by this Item 11 is incorporated herein by reference to the information under the headings “Board Governance—Compensation of Directors,” “Executive Compensation Tables and Related Disclosure,” “Compensation Discussion and Analysis” and “Proposal Four: Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers—Compensation Committee Report” and “—Compensation Committee Interlocks and Insider Participation” contained in the 2026 Proxy Statement. 48 I tem 12.
The Company’s process of allocating the building value at these convenience property, as compared to the shopping center, was based on annualized base rent as of the date of acquisition or based on specific identification of costs for ground up developments as of the date placed in service.
The Company’s process of allocating the building value at these convenience properties, as compared to the shopping centers, was based on annualized base rent as of the date of acquisition or based on specific identification of costs for ground up developments as of the date placed in service.
At the time of termination, the Company received a cash payment of $ 6.8 million and the fair value of the derivative remaining in Accumulated Other Comprehensive Income was $ 6.4 million. This amount will be subsequently reclassified into interest expense in the period that the hedged forecasted transaction is probable of affecting earnings (Note 10).
At the time of termination, the Company received a cash payment of $ 6.8 million and the fair value of the derivative remaining in Accumulated Other Comprehensive Income was $ 6.4 million. This amount was subsequently reclassified into interest expense in the period that the hedged forecasted transaction was probable of affecting earnings (Note 9).

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