What changed in SITE Centers Corp.'s 2023 10-K compared to 2022?

Across the narrative sections we track, SITE Centers Corp. (SITC) added 165 paragraphs, removed 806, and edited 80 between the 2022 and 2023 10-K filings. The biggest movers are Item 1A. Risk Factors (+108/−783), Item 1. Business (+57/−23).

Did SITE Centers Corp. add new Risk Factors in the 2023 10-K?

Yes — Item 1A Risk Factors shows 108 new/edited paragraphs and 783 removed paragraphs versus the 2022 10-K.

Where does this SITC 10-K diff come from?

The source filings are SITE Centers Corp.'s official 2022 and 2023 Form 10-K annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

What changed in SITE Centers Corp.'s 10-K — 2022 vs 2023

Paragraph-level year-over-year comparison of SITE Centers Corp.'s 2022 and 2023 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 2023 report.

+165 added−806 removedSource: 10-K (2024-02-23) vs 10-K (2023-02-23)

Top changes in SITE Centers Corp.'s 2023 10-K

165 paragraphs added · 806 removed · 80 edited across 2 sections

Item 1A. Risk Factors+108 / −783 · 66 edited
Item 1. Business+57 / −23 · 14 edited

Item 1. Business

Business — how the company describes what it does

14 edited+43 added−9 removed2 unchanged

2022 filing

2023 filing

Biggest changeTenants and Competition The Company has established close relationships with a large number of major national and regional tenants. The Company’s management is associated with, and actively participates in, many 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.

Biggest changeTenants 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.

Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Consolidated Financial Statements and Notes thereto included in Item 8 of this Annual Report on Form 10-K, which are incorporated herein by reference, for information on certain recent developments of the Company.

Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 8. the Consolidated Financial Statements and Notes thereto included in this Annual Report on Form 10-K, which are incorporated herein by reference, for information on certain recent developments of the Company.

At December 31, 2022, the aggregate occupancy of the Company’s operating shopping center portfolio was 92.4% on a pro rata basis, and the average annualized base rent per occupied square foot was $19.52, on a pro rata basis. The primary source of the Company’s income is generated from the rental of the Company’s Portfolio Properties to tenants.

At December 31, 2023, the aggregate occupancy of the Company’s operating shopping center portfolio was 92.0% on a pro rata basis, and the average annualized base rent per occupied square foot was $20.35, on a pro rata basis. The primary source of the Company’s income is generated from the rental of the Company’s Portfolio Properties to tenants.

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., PetSmart, Inc., Michaels Companies, Inc. and Ross Stores, Inc., representing 5.9%, 2.7%, 2.4%, 2.2% and 2.1%, respectively, of the Company’s aggregate annualized base rental revenues at December 31, 2022.

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., Ross Stores, Inc., Burlington Stores, Inc. and PetSmart LLC, representing 5.2%, 2.5%, 2.2%, 2.1% and 2.1%, respectively, of the Company’s aggregate annualized base rental revenues at December 31, 2023.

The Company manages all of its shopping centers which are collectively referred to herein as the "Portfolio Properties". At December 31, 2022, the Company owned 119 shopping centers (including 18 shopping centers owned through unconsolidated joint ventures) aggregated 27.0 million square feet of gross leasable area (“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, 2023, the Company owned 114 shopping centers (including 13 shopping centers owned through unconsolidated joint ventures) aggregated 22.6 million square feet of gross leasable area (“GLA”) through all its properties (wholly-owned and joint venture).

Although management and the Board of Directors have no present intention to materially amend or revise the Company’s policies, the Board of Directors may do so from time to time without a vote of the Company’s shareholders. The Company's mission is to own and manage open-air shopping centers located in suburban, high household income communities.

The Board of Directors may amend or revise the Company’s policies from time to time without a vote of the Company’s shareholders. The Company’s mission is to own and manage open-air shopping centers located in suburban, high household income communities.

The following tables present the operating statistics affecting base and percentage 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, 2022 2021 Centers owned (at 100%) 119 136 Aggregate occupancy rate 92.4 % 90.0 % Average annualized base rent per occupied square foot $ 19.52 $ 18.33 Wholly-Owned Shopping Centers December 31, Joint Venture Shopping Centers December 31, 2022 2021 2022 2021 Centers owned 101 89 18 47 Aggregate occupancy rate 92.6 % 90.0 % 90.7 % 89.4 % Average annualized base rent per occupied square foot $ 19.61 $ 18.52 $ 16.20 $ 15.15 Recent Developments See Item 7.

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, 2023 2022 Centers owned 114 119 Aggregate occupancy rate 92.0 % 92.4 % Average annualized base rent per occupied square foot $ 20.35 $ 19.52 Wholly-Owned Shopping Centers December 31, Joint Venture Shopping Centers December 31, 2023 2022 2023 2022 Centers owned 101 101 13 18 Aggregate occupancy rate 92.1 % 92.6 % 91.5 % 90.7 % Average annualized base rent per occupied square foot $ 20.46 $ 19.61 $ 16.43 $ 16.20 Recent Developments See Item 7.

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.

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.

Looking forward, growth opportunities within the Company's core property operations include rental rate increases, continued lease-up of the portfolio and the adaptation of existing site plans and square footage to generate higher blended rental rates and operating cash flows. Additional growth opportunities include acquisitions and tactical redevelopment.

Growth opportunities within the Company’s portfolio include rental rate increases, continued lease-up of the portfolio, rent commencement with respect to recently executed leases and the adaptation of existing site plans and square footage to generate higher blended rental rates and operating cash flows.

The Company strives to deliver total shareholder returns through earnings and cash flow growth, a sustainable dividend and a strong balance sheet that is well positioned through various economic cycles. In October 2023, the Company announced a plan to spin off its convenience assets into a separate, publicly traded REIT to be named Curbline Properties Corp.

For more information on the Company’s tenants, see 4 Table of Contents

For more information on the Company’s tenants, see Item 7.

In recent years, the Company’s acquisition activities have largely focused on unanchored, convenience retail properties that offer enhanced prospects for cash flow growth through rent increases and lower capital expenditure requirements.

The Company expects that future acquisition activities (prior to the separation of Curbline as described above) will largely focus on convenience retail properties that offer enhanced prospects for cash flow growth through rent increases and lower capital expenditure requirements.

On April 12, 2022, RVI sold its last asset, and the Company is currently engaged by RVI to administer the wind-up of RVI's business. Strategy 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.

In addition, the Company generates revenue from its management contracts with its unconsolidated joint ventures. Strategy 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.

Management’s Discussion and Analysis of Financial Conditions and Results of Operations in Part II of this Report on Form 10-K. Narrative Description of Business The Company’s portfolio as of December 31, 2022, consisted of 119 shopping centers (including 18 centers owned through unconsolidated joint ventures) located in 20 states.

Narrative Description of Business The Company’s portfolio as of December 31, 2023, consisted of 114 shopping centers (including 13 centers owned through unconsolidated joint ventures) located in 20 states.

Removed

In addition, the Company generates revenue from its management contracts with its unconsolidated joint ventures and, in 2021 and 2020, from its management contract with Retail Value Inc. ("RVI"). On July 1, 2018, SITE Centers completed the spin-off of RVI.

Added

(“Curbline”) in recognition of the distinct characteristics and opportunities within the Company’s unanchored and grocery and power center portfolios. Convenience properties are positioned on the curbline of well-trafficked intersections, offering enhanced access and visibility relative to other property types.

Removed

At the time of the spin-off, RVI owned 48 shopping centers, composed of 36 assets in the continental U.S. and 12 assets in Puerto Rico, representing $2.7 billion of gross book asset value and 16 million square feet of GLA.

Added

The properties generally consist of a ubiquitous row of primarily small-shop units along with dedicated parking leased to a diversified mixture of national and local service and restaurant tenants that cater to daily convenience trips from the growing suburban population. The property type’s site plan and depth of leasing prospects generally reduce operating capital expenditures and provide significant tenant diversification.

Removed

Management intends to use retained cash flow, proceeds from the sale of lower growth assets and proceeds from equity offerings and debt financings to fund capital expenditures relating to new leasing activity, acquisitions, opportunistic investments and tactical redevelopment activity.

Added

In addition, the Company has obtained a financing commitment for a $1.1 billion mortgage facility (the “Mortgage Facility”), which is expected to close prior to the consummation of the spin-off with loan and additional asset sale proceeds expected to be used to repay all of the Company’s outstanding unsecured indebtedness. The Mortgage Facility is further described in Item 7.

Removed

The Company believes the following serve as cornerstones for the execution of its strategy: • Maximization of recurring cash flows through strong leasing and core property operations; • Growth in Company cash flows through capital recycling, especially the redeployment of capital from mature, slower growing assets into acquisitions that offer greater prospects for growth in property-level cash flows; • Enhancement of property cash flows through creative, proactive tactical redevelopment efforts that result in the profitable adaptation of site plans to better suit retail tenant and community demands; • Risk mitigation through continuous focus on maintaining prudent leverage levels and lengthy average debt maturities, as well as access to a diverse selection of capital sources, including the secured and unsecured debt markets, unsecured lines of credit, common equity and capital from a wide range of joint venture partners and 3 Table of Contents • Sustainability of growth through a constant focus on relationships with employee, community and investor constituencies.

Added

“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity, Capital Resources and Financing Activities” in Part II of this Annual Report on Form 10-K.

Removed

COVID-19 Pandemic In March 2020, the World Health Organization categorized COVID-19 as a pandemic, which had significant impact on the Company’s collections rates in 2020. The Company’s collection rates improved throughout 2021, and collection rates in 2022 were generally consistent with pre-pandemic levels.

Added

As of December 31, 2023, the Company had a portfolio of 65 wholly-owned convenience assets that it expects to include in the Curbline portfolio, including properties separated or in the process of being separated from SITE Centers properties.

Removed

The Company's tenants, including tenants previously on the cash basis of accounting, are paying their monthly rent in a manner consistent with periods prior to the COVID-19 pandemic and have generally repaid deferred rents relating to prior periods.

Added

The median property size within the Curbline portfolio as of December 31, 2023, was approximately 20,000 square feet with 92% of base rent generated by units less than 10,000 square feet.

Removed

As of December 31, 2022, the COVID-19 related rent deferral arrangements for tenants that are not accounted for on the cash basis have been repaid. Included in 2022 and 2021 results was $3.6 million and $13.8 million of prior‑period rental revenue, at SITE Centers’ share, respectively, primarily from cash-basis tenants.

Added

The Company expects to acquire additional convenience properties prior to the spin-off that will be included in the Curbline portfolio, funded through additional Company dispositions, retained cash flow and cash on hand.

Removed

Any new surges in contagion or new COVID-19 variants could adversely impact the Company’s ability to lease space and collect rents. Certain tenant categories remain especially vulnerable to the impact of the COVID-19 pandemic, including movie theaters, fitness centers and restaurants that rely on in-person dining, activities and entertainment.

Added

Curbline is expected to be in a net cash position at the time of its separation from the Company with cash on hand, a preferred investment in the Company, and an unsecured, undrawn line of credit.

Removed

For a further discussion of the impact of the COVID‑19 pandemic on the Company’s business, see Item 1A. Risk Factors in Part I of this Report on Form 10-K and “Liquidity, Capital Resources and Financing Activities” and “Economic Conditions” included in Item 7.

Added

Curbline is not expected to have any debt outstanding at the time of its separation from the Company and therefore Curbline is expected to have significant access to sources of debt capital in order to fund significant asset growth. The Company expects to complete the separation of Curbline on or around October 1, 2024.

Added

Following the separation of Curbline, the Company intends to realize value through operations and, depending on market conditions, the sale of additional 3 Table of Contents assets. The timing of certain sales may be impacted by interim leasing, tactical redevelopment activities, and other asset management initiatives intended to maximize values.

Added

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the caption “Company Fundamentals.” Qualification as a Real Estate Investment Trust As of December 31, 2023, the Company met the qualification requirements of a REIT under Sections 856-860 of the Internal Revenue Code of 1986, as amended (the “Code”).

Added

As a result, the Company, with the exception of its taxable REIT subsidiary (“TRS”), will not be subject to federal income tax to the extent it meets certain requirements of the Code. 4 Table of Contents Human Capital Management As of December 31, 2023, the Company’s workforce was composed of 220 full-time employees compared to 267 full-time employees at December 31, 2022.

Added

At the end of 2023, the Company’s workforce was approximately 39% male and 61% female, and women represented approximately 48% of the Company’s managers (defined by reference to the EEO-1 job class categories to include executive/senior-level officials and managers and first/mid-level officials and managers).

Added

The ethnicity of the Company’s workforce at the end of 2023 was approximately 79% White, 12% Black, 4% Hispanic, 2% Asian and 3% other (based on EEO categories). Of the Company’s employees, 69% of employees were assigned to work in the corporate headquarters in Beachwood, Ohio, with the rest working in regional offices or remotely.

Added

Many of the Company’s employees have a long tenure with the Company, with approximately 77% of the Company’s employees having been with the Company for over 5 years and 55% for over 10 years. The Company’s primary human capital management objective is to attract, develop, engage and retain the highest quality talent.

Added

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.

Added

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 measure and improve upon its level of employee engagement and to create a diverse and inclusive workplace.

Added

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.

Added

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.

Added

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.

Added

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.

Added

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 15, 2024: David R.

Added

Lukes, age 54 , 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. Prior to joining SITE Centers, Mr. Lukes served as Chief Executive Officer and President of Equity One, Inc., an owner, developer and operator of shopping centers, from 2014 until 2017. Mr.

Added

Lukes also served as President and Chief Executive Officer of Sears Holding Corporation affiliate Seritage Realty Trust, a real estate company, from 2012 to 2014 and as President and Chief Executive Officer of Olshan Properties, a privately-owned real estate firm specializing in commercial real estate, from 2010 to 2012. From 2002 to 2010, Mr.

Added

Lukes served in various senior management positions at Kimco Realty Corporation, including serving as its Chief Operating Officer from 2008 to 2010. Mr. Lukes has also served as the President, Chief Executive Officer and Director of Retail Value Inc.

Added

(“RVI”), since April 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. Lukes also serves as a member of the Advisory Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”). Mr.

Added

Lukes holds a Bachelor of Environmental Design from Miami University, a Master of Architecture from the University of Pennsylvania and a Master of Science in real estate development from Columbia University. Conor M. Fennerty, age 38, has served as Executive Vice President, Chief Financial Officer and Treasurer of SITE Centers since November 2019. From 2017 to 2019, Mr.

Added

Fennerty served as SITE Centers’ Senior Vice President of Capital Markets. Mr. Fennerty has also served as Executive Vice President of RVI since 2020 and Director of RVI since 2022. Prior to joining SITE Centers, Mr.

Added

Fennerty served as a Vice President and Senior Analyst at BlackRock, Inc., a global funds manager, from 2014 to 2017, an Analyst at Cohen & Steers Capital Management, a specialist asset manager focused on real assets, from 2012 to 2014, and prior to that, a member of the global investment research division of Goldman Sachs from 2010 to 2012. Mr.

Added

Fennerty earned a Bachelor of Science in Business Administration with a major in finance from Georgetown University. John M. Cattonar, age 42, has served as Executive Vice President and Chief Investment Officer of SITE Centers since May 2021. Previously, Mr. Cattonar served as Senior Vice President of Investments of SITE Centers from 2017 to 2021.

Added

Prior to joining 5 Table of Contents SITE Centers, Mr. Cattonar served as Vice President of Asset Management for Equity One from 2015 to 2017 and at Sears Holding Corporation affiliate Seritage Realty Trust from 2012 to 2015. Mr.

Added

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. Christa A. Vesy, age 53, is Executive Vice President and Chief Accounting Officer of SITE Centers, a position she assumed in March 2012. From 2016 to 2017, Ms.

Added

Vesy also served as SITE Centers’ Interim Chief Financial Officer. In these roles, Ms. Vesy has overseen the property and corporate accounting, tax and financial reporting functions for SITE Centers. Previously, Ms. Vesy served as Senior Vice President and Chief Accounting Officer of SITE Centers since 2006. Ms.

Added

Vesy has also served as Chief Financial Officer and Treasurer of RVI since November 2019, as its Executive Vice President and Chief Accounting Officer since February 2018 and as director since May 2021. Prior to joining SITE Centers, Ms.

Added

Vesy worked for The Lubrizol Corporation, where she served as manager of external financial reporting and then as controller for the lubricant additives business segment. Prior to joining Lubrizol, from 1993 to 2004, Ms.

Added

Vesy held various positions with the Assurance and Business Advisory Services group of PricewaterhouseCoopers LLP, a registered public accounting firm, including Senior Manager from 1999 to 2004. Ms. Vesy graduated with a Bachelor of Science in business administration from Miami University. Ms. Vesy is a certified public accountant (CPA) and member of the American Institute of Certified Public Accountants (“AICPA”).

Added

Corporate Headquarters The Company is an Ohio corporation incorporated in 1992. 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.

Added

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.

Added

The information the Company posts to its website may be deemed to be material, and investors and others interested in the Company are encouraged to routinely monitor and review the information that the Company posts on its website in addition to following the Company’s press releases, SEC filings and public conference calls and webcasts.

Added

The Company posts filings made with the SEC to its website as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC, including the Company’s annual, quarterly and current reports on Forms 10-K, 10-Q and 8-K, respectively, the Company’s proxy statements and any amendments to those reports or statements.

Added

All such postings and filings are available on the Company’s website free of charge. In addition, this website allows investors and other interested persons to sign up to automatically receive e-mail alerts when the Company posts news releases and financial information on its website.

Added

The SEC also maintains a website (https://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

Added

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, 2023, is not incorporated by reference into, and shall not be deemed part of, this Form 10-K unless expressly noted.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

66 edited+42 added−717 removed92 unchanged

2022 filing

2023 filing

Biggest changeRisks 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 the macro-economic climate and local conditions, each of which could have an adverse impact on the Company’s cash flows and operating results. • E-commerce may continue to 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 ability to meet its debt obligations and make distributions to shareholders. • Inflationary pressures could adversely impact operating results. 7 Table of Contents • The Company’s expenses may remain constant or increase even if income from the Company’s properties decreases. • 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. • The Company’s acquisition activities may not produce the cash flows that it expects and may be limited by competitive pressures or other factors. • 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 development, redevelopment and construction activities could affect its operating results. • 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. • Health pandemics, including the COVID-19 pandemic, could have a significant impact on the Company and its tenants’ businesses. • The Company’s properties could be subject to damage from natural disasters 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. • Violent crime, including terrorism and mass shootings, 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.

Biggest changeRisks 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. • 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 ability to meet its debt obligations and make distributions to shareholders. • Inflationary pressures could adversely impact operating results. • The Company’s expenses may remain constant or increase even if income from the Company’s properties decreases. • Property ownership through partnerships and joint ventures could limit the Company’s control of those investments and reduce its expected return. 6 Table of Contents • The Company’s real estate assets may be subject to impairment charges. • The Company’s acquisition activities may not produce the cash flows that it expects and may be limited by competitive pressures or other factors. • Real estate property investments are illiquid; therefore, the Company may not be able to dispose of properties when desired or on favorable terms. • The proposed spin-off of the Company’s Curbline convenience assets into a separate, publicly-traded REIT may not be completed on the currently contemplated timeline or terms, or at all, and may not achieve the intended benefits. • The proposed spin-off may create, or appear to create, potential conflicts of interest for certain of the Company’s directors and officers because of their positions or relationships with Curbline. • The Company’s redevelopment and construction activities could affect its operating results. • 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 affected 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. • A disruption or cost overrun in the transition of the Company’s commercial property management and financial system could affect its 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 Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused on environmental, social and governance considerations relating to businesses, including climate change and greenhouse gas emissions, human capital and diversity, equity and inclusion.

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 Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused on environmental, social and governance (“ESG”) considerations relating to businesses, including climate change and greenhouse gas emissions, human capital and diversity, equity and inclusion.

Increasing interest rates or capital availability constraints may also adversely impact the transaction market, including the availability of financing asset values and the Company's ability to buy or sell properties. Any of the foregoing risks could have a material adverse effect on the Company’s business, results of operations and financial condition.

Increasing interest rates or capital availability constraints may also adversely impact the transaction market, including the availability of acquisition financing, asset values and the Company’s ability to buy or sell properties. Any of the foregoing risks could have a material adverse effect on the Company’s business, results of operations and financial condition.

Additionally, the time frame required for development and redevelopment and lease-up of these properties means that the Company may wait several years for a significant cash return. If any of the above events occur, the development and redevelopment of properties may hinder the Company’s growth and have an adverse effect on its results of operations and cash flows.

Additionally, the time frame required for redevelopment and lease-up of these properties means that the Company may wait several years for a significant cash return. If any of the above events occur, the redevelopment of properties may hinder the Company’s growth and have an adverse effect on its results of operations and cash flows.

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 areas that are subject to natural disasters, including Florida 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. Furthermore, a number of the Company’s properties are located in coastal areas that are subject to natural disasters, including Florida and California.

In addition, 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 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.

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. • 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 curtail its investment activities and/or 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 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 curtail its investment activities and/or 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 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 has significant shareholders who may exert influence on the Company as a result of their considerable beneficial ownership of the Company’s common shares, and their interests may differ from the interests of other shareholders. 8 Table of Contents • The Company’s Board of Directors may change significant corporate policies without shareholder approval.

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 has significant shareholders who may exert influence on the Company as a result of their considerable beneficial ownership of the Company’s common shares, and their interests may differ from the interests of other shareholders. 7 Table of Contents • The Company’s Board of Directors may change significant corporate policies without shareholder approval.

Alexander Otto) as set forth in the Company’s Articles of Incorporation, from owning more than 5% of the Company’s outstanding common shares in order to maintain the Company’s status as a REIT; • Authorizing “blank check” preferred stock, 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 19 Table of Contents • 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.

Alexander Otto) as set forth in the Company’s Articles of Incorporation, from owning more than 5% of the Company’s outstanding common shares in order to maintain the Company’s status as a REIT; • Authorizing “blank check” preferred stock, 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.

These disruptions in the financial markets also may have a material adverse effect on the market value of the Company’s common shares and other adverse effects on the Company or the economy in general.

Disruptions in the financial markets may also have a material adverse effect on the market value of the Company’s common shares and other adverse effects on the Company or the economy in general.

The Company’s income and funds available for repayment of 10 Table of Contents indebtedness and distribution to shareholders would 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; • Decline to extend or renew leases upon expiration; • Fail to make rental payments when due or • Close stores or declare bankruptcy.

The Company’s income and funds available for repayment of indebtedness and distribution to shareholders would 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; • Decline to extend or renew leases upon expiration; • Fail to make rental payments when due or • Close stores or declare bankruptcy.

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 13 Table of Contents 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.

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 the Macro-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, including as a result of pandemics; • 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 periodically renovating, repairing and re-letting spaces.

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.

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. 17 Table of Contents Certain Foreign Shareholders May Be Subject to U.S.

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 16 Table of Contents Company distributes to its shareholders and the ownership of its shares.

However, these provisions apply even if the offer may be considered beneficial by some shareholders and could delay, defer or prevent an acquisition that the Board of Directors determines is not in the best interests of the Company and its shareholders, which under certain circumstances could reduce the market price of its common shares.

However, these provisions apply even if the offer may be 18 Table of Contents considered beneficial by some shareholders and could delay, defer or prevent an acquisition that the Board of Directors determines is not in the best interests of the Company and its shareholders, which under certain circumstances could reduce the market price of its common shares.

In addition, the Company may not be in a position or have the opportunity in the future to make suitable property acquisitions at appropriate returns due to competition for such properties with others engaged in real estate investment, some of which may have greater financial resources or a lower cost of capital than the Company.

In addition, the Company may not be in a position or have the opportunity in the future to make suitable property acquisitions due to competition for such properties with others engaged in real estate investment, some of which may have greater financial resources or a lower cost of capital than the Company.

Joint venture platforms typically contain customary buy-sell provisions, which could result in either the sale of the Company’s interest or the use of available cash or borrowings to acquire the Company’s partner’s interest at 11 Table of Contents inopportune times, as well as the termination of applicable management contracts and fees.

Joint venture platforms typically contain customary buy-sell provisions, which could result in either the sale of the Company’s interest or the use of available cash or borrowings to acquire the Company’s partner’s interest at inopportune times, as well as the termination of applicable management contracts and fees.

The Company may also be subject to certain federal, state and local taxes on its income and property either directly or at the level of its 17 Table of Contents subsidiaries. Any of these taxes would decrease cash available for debt service obligations and distribution to the Company’s shareholders.

The Company may also be subject to certain federal, state and local taxes on its income and property either directly or at the level of its subsidiaries. Any of these taxes would decrease cash available for debt service obligations and distribution to the Company’s shareholders.

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. 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.

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 Table of Contents 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.

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 9 Table of Contents 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.

Even if the Company remains qualified as a REIT, it may face other tax liabilities that reduce its cash flow. The Company’s TRS is subject to taxation, and any changes in the laws affecting the Company’s TRS may increase the Company’s tax expenses.

Even if the Company remains qualified as a REIT, it may face other tax liabilities that directly or indirectly reduce its cash flow. The Company’s TRS is subject to taxation, and any changes in the laws affecting the Company’s TRS may increase the Company’s tax expenses.

In addition, the Company cannot be certain that any tenant whose lease expires will renew that lease or that the Company will be able to re-lease space on economically advantageous terms.

The Company cannot be certain that any tenant whose lease expires will renew that lease or that the Company will be able to re-lease space on economically advantageous terms.

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 11, “Commitments and Contingencies,” to the Company’s consolidated financial statements.

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 9, “Commitments and Contingencies,” to the Company’s consolidated financial statements. It em 1B.

Although this deduction reduces the effective tax rate applicable to certain dividends paid by REITs (generally to 29.6%, assuming the shareholder is subject to the 37% maximum rate), such tax rate is still higher than 18 Table of Contents the tax rate applicable to corporate dividends that constitute qualified dividend income.

Although this deduction reduces the effective tax rate applicable to certain dividends paid by REITs (generally to 29.6%, assuming the shareholder is subject to the 37% maximum rate), such tax rate is still higher than the tax rate applicable to corporate dividends that constitute qualified dividend income.

Because of these distribution requirements, the Company has relied on third-party sources of capital, including debt and preferred equity financings, to fund growth opportunities and capital needs.

Because of these distribution requirements, the Company has relied on third-party sources of capital, including secured and unsecured debt and common and preferred equity financings, to fund growth opportunities and capital needs.

In the Company’s estimate of projected cash flows, it considers factors such as expected future operating income, trends and prospects, the effects of demand, competition and other factors.

In the Company’s estimate of projected cash flows, it considers factors such as expected future operating income, trends and prospects, the effects of demand, competition, estimated hold periods and other factors.

The Company’s Properties Could Be Subject to Damage from Natural Disasters 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 The Company’s properties are generally open-air shopping centers.

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 The Company’s properties are generally open-air shopping centers.

Violent Crime, Including Terrorism and Mass Shootings, or Civil Unrest May Affect the Markets in Which the Company Operates Its Business and Its Profitability Certain of the Company’s properties are located in or near major metropolitan areas or other areas that have experienced, and remain susceptible to, violent crime, including terrorist attacks and mass shootings and civil unrest.

Crime or Civil Unrest May Affect the Markets in Which the Company Operates Its Business and Its 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.

In addition, the Company is obligated to maintain the REIT status of the Dividend Trust Portfolio joint venture’s REIT subsidiary and may be obligated to maintain the REIT status of future joint venture platforms 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 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’s properties compete with numerous shopping venues, including regional malls, outlet centers, other shopping centers and e-commerce, in attracting and retaining retailers. As of December 31, 2022, leases at the Company’s properties (including the proportionate share of unconsolidated properties) were scheduled to expire on a total of approximately 5.0% of leased GLA during 2023.

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, 2023, leases at the Company’s properties (including the proportionate share of unconsolidated properties) were scheduled to expire on a total of approximately 6.4% of leased GLA during 2024.

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 growth potential and future cash dividends; • An increase in market interest rates, which 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. 20 Table of Contents 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’s Acquisition Activities May Not Produce the Cash Flows That It Expects and May Be Limited by Competitive Pressures or Other Factors The Company intends to acquire retail properties to the extent that suitable acquisitions can be made at appropriate returns.

The Company’s Acquisition Activities May Not Produce the Cash Flows That It Expects and May Be Limited by Competitive Pressures or Other Factors The Company intends to acquire convenience properties to the extent that suitable acquisitions can be made on suitable terms.

As of December 31, 2022, the Company had $44.6 million of investments in and advances to unconsolidated joint ventures holding 18 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.

As of December 31, 2023, the Company had $39.4 million of investments in and advances to unconsolidated joint ventures holding shopping centers. 10 Table of Contents 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 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, 2022, 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 its proportionate share of joint venture aggregate annualized shopping center base rental revenues, are as follows: Tenant % of Annualized Base Rental Revenues TJX Companies, Inc. 5.9% Dick's Sporting Goods, Inc. 2.7% PetSmart, Inc. 2.4% Michaels Companies, Inc. 2.2% Ross Stores, Inc. 2.1% Bed Bath & Beyond Inc. 1.9% Nordstrom, Inc. 1.8% Gap Inc. 1.8% Best Buy Co., Inc. 1.8% Burlington Stores, Inc. 1.7% Ulta Beauty, Inc. 1.7% Kohl's Department Stores, Inc. 1.6% The Kroger Co. 1.6% AMC Entertainment Holdings, Inc. 1.6% The retail shopping sector has been affected by economic conditions, including changing consumer behaviors following the COVID-19 pandemic, 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, 2023, 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 its proportionate share of joint venture aggregate annualized shopping center base rental revenues, are as follows: Tenant % of Annualized Base Rental Revenues TJX Companies, Inc. 5.2% Dick's Sporting Goods, Inc. 2.5% Ross Stores, Inc. 2.2% Burlington Stores, Inc. 2.1% PetSmart LLC 2.1% Nordstrom, Inc. 1.6% Michaels Companies, Inc. 1.6% Gap Inc. 1.6% The Kroger Co. 1.5% Ulta Beauty, Inc. 1.5% Best Buy Co., 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.

There can be no assurance that the Company will not take additional charges in the future related to the impairment of its 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 additional asset sales. 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.

Federal Income Tax as a Regular Corporation and Could Have Significant Tax Liability The Company intends to operate in a manner that allows it to qualify as a REIT for U.S. federal income tax purposes.

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 The Company intends to operate in a manner that allows it to qualify as a REIT for U.S. federal income tax purposes.

For example, the migration toward e-commerce has led some omni-channel retailers to reduce the number and size of their traditional “brick and mortar” locations, use such locations for curbside pickup of items ordered online and increasingly rely on e-commerce and alternative distribution channels.

For example, the migration toward e-commerce has led a number of omni-channel retailers to reduce the number and size of their traditional “brick and mortar” locations, and increasingly rely on e-commerce and alternative distribution channels.

The Company’s development and redevelopment activities include the following risks: • Construction costs of a project may exceed the Company’s original estimates; • Occupancy rates and rents at a newly completed property may not be sufficient to make the property profitable; • Rental rates per square foot could be less than projected; • The Company may not complete construction and lease-up on schedule, resulting in increased construction costs; • The Company may not be able to obtain, or may experience delays in obtaining, necessary zoning, land use, building, occupancy and other required governmental permits and authorizations and • The Company may abandon development or redevelopment opportunities after expending resources to determine feasibility.

The Company’s redevelopment activities include the following risks: • Construction costs of a project may exceed the Company’s original estimates; • Leasing prospects and rents for newly constructed space may not be sufficient to make the project profitable; • The Company may not complete construction and lease-up on schedule, resulting in increased construction costs; • The Company may not be able to obtain, or may experience delays in obtaining, necessary zoning, land use, building, occupancy and other required governmental permits and authorizations and • The Company may abandon redevelopment opportunities after expending resources to determine feasibility.

Increases in interest rates on variable-rate debt would increase the Company’s interest expense, which would negatively affect net earnings and cash available for payment of its debt obligations and distributions to its shareholders.

The Company may also incur additional variable-rate debt in the future. Increases in interest rates applicable to variable-rate debt would increase the Company’s interest expense, which would negatively affect the Company’s net earnings and cash available for operations, payment of debt obligations and distributions to its shareholders.

Inflationary Pressures Could Adversely Impact Operating Results Inflationary pressures pose risks to the Company’s business, tenants and the U.S. economy. Inflationary pressures and rising interest rates could result in reductions in retailer profitability and consumer discretionary spending which could impact tenant demand for new and existing store locations and the Company’s ability to grow rents.

Inflationary pressures and rising interest rates could result in reductions in retailer profitability and consumer discretionary spending which could impact tenant demand for new and existing store locations and the Company’s ability to grow rents.

Any of these risks can place strains on the Company’s cash flows, reduce its ability to grow and adversely affect its results of operations. 16 Table of Contents The Company’s Financial Condition Could Be Adversely Affected by Financial Covenants The Company’s credit facilities and the indenture under which its senior unsecured indebtedness is, or may be, issued contain certain financial and operating covenants, including, among other things, leverage ratios and certain coverage ratios, as well as limitations on the Company’s ability to incur secured and unsecured indebtedness, sell all or substantially all of its assets and engage in mergers and certain acquisitions.

The Company’s Financial Condition and Operating Activities Could Be Adversely Affected by Financial Covenants The Company’s credit facilities and the indenture under which its senior unsecured indebtedness is, or may be, issued contain certain financial and operating covenants, including, among other things, leverage ratios and certain coverage ratios, as well as limitations on the Company’s ability to incur secured and unsecured indebtedness, sell all or substantially all of its assets and engage in mergers and certain acquisitions.

In these situations, the Company’s financial condition, operating results and cash flows could be adversely impacted. 9 Table of Contents E-Commerce May Continue to Have an Adverse Impact on the Company’s Tenants and Business E-commerce has been broadly embraced by the public, including at an increased rate throughout the COVID-19 pandemic, and growth in the e‑commerce share of overall consumer sales is likely to continue in the future.

In these situations, the Company’s financial condition, operating results and cash flows could be adversely impacted. 8 Table of Contents An Increase in E-Commerce Market Share May Have an Adverse Impact on the Company’s Tenants and Business E-commerce has been broadly embraced by the public and growth in e‑commerce is likely to continue in the future.

Any kind of violent criminal acts, including terrorist acts against public institutions or buildings or modes of public transportation (including airlines, trains or buses), or 14 Table of Contents civil unrest could alter shopping habits, deter customers from visiting the Company’s shopping centers or result in damage to its properties, which would have a negative effect on the Company’s business, the operations of its tenants and the value of its properties.

Furthermore, any kind of violent criminal acts, including terrorist acts against public institutions or buildings or modes of public transportation (including airlines, trains or buses), or civil unrest could alter shopping habits, deter customers from visiting the Company’s shopping centers or result in damage to its properties.

Coverage for a named windstorm for the Company’s continental U.S. properties is generally subject to a deductible of up to 5% of the total insured value of each property. The amount of any insurance coverage for losses due to damage or business interruption may prove to be insufficient.

Coverage for named windstorms, floods and earthquakes in high-risk areas is generally subject to a deductible of up to 5% of the total insured value of each property. The amount of any insurance coverage for losses due to damage or business interruption may prove to be insufficient.

The U.S. and global equity and credit markets have experienced significant price volatility, dislocations and liquidity disruptions in the past, which have caused market prices of many stocks to fluctuate substantially and the spreads on prospective debt financings to widen considerably.

The U.S. and global credit markets have experienced significant dislocations and liquidity disruptions in the past, which have caused the spreads on prospective debt financings to fluctuate.

In addition, inflation could result in higher operating costs. If the Company is unable to lower its operating costs when revenues decline and/or is unable to pass along cost increases to tenants, the Company’s cash flows, profitability and ability to make distributions to shareholders could be adversely impacted.

In addition, other factors can cause operating costs to increase independent of occupancy, rental and default rates, such as inflation. If the Company is unable to lower its operating costs when property-level revenues decline and/or is unable to pass along cost increases to tenants, the Company’s cash flows, profitability and ability to make distributions to shareholders could be adversely impacted.

In addition, under various federal, state and local laws, ordinances and regulations, the Company may be considered an owner or operator of real property or to have arranged for the disposal or treatment of hazardous or toxic substances. 12 Table of Contents 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.

In addition, movie theater operators have struggled to regain profitability following the onset of 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 addition, movie theater operators have experienced inconsistent performance following 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 2023, rents from movie theater operators comprised 3.3% of the Company’s aggregate annualized shopping center base revenues (at the Company’s share).

The Company’s inability to quickly respond to such changes or dispose of properties could adversely affect the value of the Company’s portfolio and its ability to repay indebtedness and make distributions to shareholders. 12 Table of Contents The Company’s Development, Redevelopment and Construction Activities Could Affect Its Operating Results The Company intends to continue the selective development and redevelopment of retail properties as opportunities arise.

Any failure, or perceived failure, by the Company to achieve its goals, further its initiatives, adhere to its public statements, comply with federal or state environmental, social and governance laws and regulations, or meet evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against the Company and materially adversely affect the Company’s business, reputation, results of operations, financial condition and stock price. 13 Table of Contents Health Pandemics, Including the COVID-19 Pandemic, Could Have a Significant Impact on the Company and Its Tenants’ Businesses The Company’s business and the businesses of its tenants could be significantly impacted by health pandemics and the public perception of and reaction to the related risks.

Any failure, or perceived failure, by the Company to achieve its goals, further its initiatives, adhere to its public statements, accurately report sustainability metrics and progress, comply with federal or state ESG laws and regulations, or meet evolving and varied stakeholder expectations and disclosure standards could result in legal and regulatory proceedings against the Company and/or materially adversely affect the Company’s business, reputation, results of operations, financial condition and stock price.

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. • Changes in accounting standards issued by the Financial Accounting Standards Board ("FASB") or other standard-setting bodies may adversely affect the Company’s business.

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.

The Company makes statements about its environmental, social and governance goals and initiatives through information provided on its website, press releases and other communications, including through its Corporate Responsibility and Sustainability Report. Responding to these environmental, social and governance considerations and implementation of these goals and initiatives involves risks and uncertainties, including those described under “Forward-Looking Statements” in Item 7.

The Company makes statements about its ESG goals and initiatives through information provided on its website, press releases and other communications, including through its Corporate Responsibility and Sustainability Report. Disclosures regarding ESG considerations and the implementation of ESG goals and initiatives involve risks and uncertainties.

A prolonged downturn in the equity or credit markets may cause the Company to seek alternative sources of potentially less attractive financing and may require it to adjust its business plan accordingly.

Economic conditions and conditions in the capital markets may not be favorable at the time the Company needs to raise capital which may cause the Company to seek alternative sources of potentially less attractive financing and may require it to adjust its business plan accordingly.

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).

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). The Company may incur such liability whether or not it knew of, or was responsible for, the presence of such hazardous or toxic substances.

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 Real Estate Investments May Contain Environmental Risks That Could Adversely Affect Its Results of Operations The acquisition and 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 some cases, these shifts have resulted in weaker retailers losing market share and declaring bankruptcy, closing stores and/or taking advantage of early termination provisions in their leases. Over the past decade, bankruptcies, store closures and reduced expansion plans by conventional department stores and national chains have resulted in a smaller overall number of tenants requiring large store formats.

In some cases, these shifts have resulted in weaker retailers losing market share and declaring bankruptcy, closing stores and/or taking advantage of early termination provisions in their leases.

The ratings of the Company’s publicly traded debt are based primarily on the rating organization’s assessment of the likelihood of timely payment of interest when due and the payment of principal on the maturity date.

The ratings of the Company’s publicly traded debt are based primarily on the rating agency’s assessment of the likelihood of timely payment of interest and principal when due which is dependent on the rating agency's assessment of the Company’s operating performance, liquidity and leverage ratios, financial condition and prospects and other factors relevant to the Company’s industry.

As information becomes available regarding the status of the Company’s leases with tenants in financial distress or as the future plans for their spaces change, the Company may be required to write off and/or accelerate depreciation and amortization expense associated with a significant portion of the tenant-related deferred charges in future periods.

Any of these actions could result in the termination of tenants’ leases and the loss of rental income attributable to the terminated leases. In addition, the Company may be required to write off and/or accelerate depreciation and amortization expense associated with a significant portion of the tenant-related deferred charges in future periods.

The Company is subject to limitations under its credit facilities and indentures relating to its ability to incur additional debt; however, the Company’s organizational documents do not contain any limitation on the amount or percentage of indebtedness it may incur. If the Company were to become more highly leveraged, its cash needs to fund debt service would increase accordingly.

In addition, a breach of these covenants could cause a default and/or accelerate some or all of the Company’s indebtedness, which could have a material adverse effect on its financial condition. 15 Table of Contents The Company’s Ability to Increase Its Debt Could Adversely Affect Its Financial Condition and Cash Flows The Company is subject to limitations under its credit facilities and indentures relating to its ability to incur additional debt; however, the Company’s organizational documents do not contain any limitation on the amount or percentage of indebtedness it may incur.

For additional information see Item 1 “Business—Information Technology and Cybersecurity” in Part I of this Annual Report on Form 10-K. Risks Relating to the Company’s Indebtedness and Capital Structure The Company Depends on External Sources of Capital.

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.

Disruptions in the Financial Markets Could Affect the Company’s Ability to Obtain Financing on Reasonable Terms and Have Other Adverse Effects on the Company and the Market Price of the Company’s Common Shares To qualify as a REIT, the Company must, among other things, distribute at least 90% of its REIT taxable income (excluding any net capital gains) to its stockholders each year.

The Company May Not Be Able to Obtain Additional Capital to Finance Its Operations or Make Investments 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.

Disruptions in the financial markets could affect the Company’s ability to obtain financing on reasonable terms and have other adverse effects on the Company and the market price of the Company’s common shares. • Changes in the Company’s credit ratings or the debt markets, as well as market conditions in the credit markets, could adversely affect the Company’s publicly traded debt and credit facilities. • The Company’s ability to increase its debt could adversely affect its cash flows. • The Company’s cash flows and operating results could be adversely affected by required payments of debt or related interest and other risks of its debt financing. • The Company’s financial condition could be adversely affected by financial covenants. • The Company may incur significant debt prepayment costs as a result of repaying indebtedness prior to its stated maturity. • The Company has variable-rate debt and interest rate risk.

Risks Relating to the Company’s Indebtedness and Capital Structure • 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. • Changes in the Company’s credit ratings could adversely affect the Company’s borrowing capacity and the market price of its publicly traded securities. • Rising interest rates could adversely affect the Company’s cash flows and the market price of its publicly traded debt and preferred shares. • 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 or make investments.

A negative change in the Company’s rating could have an adverse effect on the Company’s credit facilities and market price of the Company’s publicly traded debt, as well as the Company’s ability to access capital and its cost of capital.

Since the Company depends on debt financing to fund its business, an adverse change in its credit rating, including changes in its credit outlook, or even the initiation of a review of the Company’s credit rating that could result in an adverse change, could adversely affect the Company’s financial condition and the market price of its publicly traded debt and equity shares.

The occurrence of these circumstances in the credit markets and/or additional fluctuations in the financial markets and prevailing interest rates could have an adverse effect on the Company’s ability to access capital and its cost of capital. In addition, credit rating agencies continually review their ratings for the companies they follow, including the Company.

Changes in the Company’s Credit Ratings Could Adversely Affect the Company’s Borrowing Capacity and the Market Price of Its Publicly Traded Securities Credit rating agencies continually review their ratings for the companies they follow, including the Company.

Such properties could therefore be affected by rising sea levels, hurricanes, tropical storms, earthquakes and wildfires, whether caused by global climate changes or other factors.

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.

Removed

Risks Relating to the Company’s Indebtedness and Capital Structure • The Company depends on external sources of capital.

Added

In the event the Company is able to re-lease spaces vacated by major bankrupt, distressed or non-renewing tenants, the downtime and capital expenditures required in the re-leasing process may adversely affect the Company’s results of operations. Inflationary Pressures Could Adversely Impact Operating Results Inflationary pressures pose risks to the Company’s business, tenants and the U.S. economy.

Removed

The risks summarized above are discussed in greater detail below.

Added

The Proposed Spin-off of the Company’s Curbline Convenience Assets into a Separate, Publicly-Traded REIT May Not Be Completed on the Currently Contemplated Timeline or Terms, or at All, and May Not Achieve the Intended Benefits In October 2023, the Company announced a plan to spin off its convenience assets into Curbline, a separate, publicly-traded REIT, for the purpose of pursuing the acquisition and aggregation of convenience properties.

Removed

The Company’s income and ability to meet its financial obligations could also be adversely affected in the event of the bankruptcy, insolvency or significant downturn in the business of one of these tenants or any of the Company’s other major tenants.

Added

The Company expects to complete the taxable spin-off on or around October 1, 2024, although there can be no assurances as to whether or when the spin-off will occur, what the final structure of Curbline will be or the tax treatment of Curbline as a separate entity or the tax impact of the spin-off on the Company and its shareholders.

Removed

In addition, the Company’s results could be adversely affected if any of these tenants do not renew their leases as they expire on terms favorable to the Company or at all.

Added

The completion of the spin-off will be subject to various conditions, including effectiveness of a registration statement on Form 10 and final approval and declaration of the distribution of Curbline’s common stock to the Company’s shareholders by the 11 Table of Contents Company’s Board of Directors.

Removed

Any of these actions could result in the termination of tenants’ leases and the loss of rental income attributable to the terminated leases.

Added

Satisfaction of such conditions and other unforeseen developments could delay or prevent the spin-off or cause the spin-off to occur on terms or conditions that are less favorable and/or different than anticipated. The Company may also elect not to proceed with the spin-off if it is unable to complete the closing of the related Mortgage Facility.

Removed

In addition, new development activities, regardless of whether they are ultimately successful, typically require substantial time and attention from management. The Company’s Real Estate Investments May Contain Environmental Risks That Could Adversely Affect Its Results of Operations The acquisition and ownership of properties may subject the Company to liabilities, including environmental liabilities.

Added

Whether or not the spin-off is ultimately completed, the pendency of the spin-off may impose challenges on the Company and its business, including the diversion of management time on matters relating to the spin-off and potential impacts on the Company’s relationships with its employees, tenants and other counterparties.

Removed

The Company may incur such liability whether or not it knew of, or was responsible for, the presence of such hazardous or toxic substances.

Added

To the extent the Company is unable to complete the spin-off, the Company’s future performance and the trading price of its shares may be adversely affected.

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Top changes in SITE Centers Corp.'s 2023 10-K

Item 1. Business

Item 1A. Risk Factors

Other SITC 10-K year-over-year comparisons