SITC 10-K & 10-Q changes, risk factors and insider trading

Risks Related to the Company’s Business, Properties and Strategy

The Company’s current and former real estate investments may containentail environmental riskscontamination that could adversely affect its results of operations.

Crime or civil unrest may affectin the markets in which the CompanyCompany’s operatesproperties are located may affect its business and its profitability.

Disruptions or cost overruns in theThe transition of the Company’s commercial property management andor financial system could affect its operations.

Risks Relating to the Company’s IndebtednessOrganization and Capital Structure

The Company may be unable to retain andor attract key management personnel.

Risks Related to the Company’s Business, Properties and StrategiesStrategy

The economic performance and value of the Company’s remaining real estate holdings can be affected by many factors, including the following:

Because the Company’s properties consist of retail shopping centers, the Company’s performance isand 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. The market for retail space historically has been, and may continue to be, adversely affected by weakness in the national, regional and local economies, the adverse financial condition of some large retailing companies, the ongoing consolidation in the retail sector, increases in consumer internet purchases and the excess amount of retail space in a number of markets. The Company’s performance isand 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. 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 taxestariffs or tariffstaxes 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. To the extent that any of these conditions occur, they are likely to affect market rents for retail space.space and the prices that buyers are willing to pay for the Company’s properties. 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.tenants and investors.

E-commerce has been broadly embraced by the public and growth in e-commerce is likely to continue in the future. Some of the Company’s tenants have been negatively impacted by increasing competition from internet retailers, and this trend could affect the way current and future tenants lease space. 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 cannot predict with certainty how continuing growth in e-commerce will impact the demand for space at its properties or how much revenue will be generated at traditional store locations in the future. 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 andlevels, operating results and the value of its properties could be materially and adversely affected.

As of December 31, 2024,2025, 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:

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. 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. 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 portfolioportfolio, as well as the properties, may be limited absent the investment of significant capital to repurpose the space. InAs 2024,of rentsDecember 31, 2025, annualized base rental revenues from movie theater operators comprised 4.6%6.5% of the Company’s aggregate annualized shopping center base rental revenues (at the Company’s share).

Substantially all of the Company’s income is derived from rental income from real property. As a result, the Company’s results of operations and the value of its properties could be negatively affected if a significant number of its tenants, or any of its major tenants, were to do the following:

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. 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 centerscenter to terminate their leases or reduce the amount of rent they pay under the terms of their leases. 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 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. 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 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 maintain or grow rents. Regardless of inflation levels, base rent under most of the Company’s long-term anchor leases will remain constant (subject to tenants’ exercise of renewal options at pre-negotiated rent increases) until the expiration of their lease terms. Inflation may result in increases in certain shopping center operating expenses including common area maintenance and other operating expenses. Although most of the Company’s leases require tenants to pay their share of these property operating expenses, some tenants may be unable to absorb large expense increases caused by inflation and such increased expenses may limit tenants’ ability to pay higher base rents upon renewal, or renew leases at all. Inflation may also impact other aspects of the Company’s operating costs, including insurance, employee retention costs,costs and 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.vacancies.

The Company is a self-administered and self-managed Real Estate Investment Trust (“REIT”) in the business of owning, leasing, acquiring, redeveloping and managing shopping centers. As of December 31, 2024,2025, the Company’s portfolio consisted of 3319 shopping centers (including 11 shopping centers owned through two unconsolidated joint ventures). At December 31, 2024,2025, the Company owned 8.85.0 million square feet of gross leasable area (“GLA”) through all its properties (wholly-owned and joint venture). At December 31, 2024,2025, the aggregate occupancy of the Company’s operating shopping center portfolio was 90.6%85.9% on a pro rata basis, and the average annualized base rent per occupied square foot was $19.64$22.61 on a pro rata basis. In addition, at December 31, 2024,2025, 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, a portion of which buildingsthe currentlyCompany serveoccupies asapproximately 60,000 square feet of GLA and approximately 167,000 square feet of GLA is leased or available to be leased to third parties. In January 2026, the Company’sCompany headquarters.sold its interest in the RVIP IIIB joint venture (Deer Park Town Center in Deer Park, Illinois).

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 consummatecomplete 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. In particular, the Separation and Distribution Agreement provided, among other things, that certain assets relating to Curbline’s business were to be transferred to the Operating Partnership or the applicable Curbline subsidiary, including equity interests of certain Company subsidiaries that held assets and liabilities related to Curbline, interests in real property, certain tangible personal property, cash and cash equivalents held in Curbline accounts (including the transfer to Curbline of unrestricted cash of $800.0 million upon consummation of the spin-off) and other assets primarily used or held primarily for use in Curbline’s business. The Separation and Distribution Agreement also provided that certain liabilities relating to Curbline’s business were to be transferred to the Operating Partnership or the applicable Curbline subsidiary, including liabilities relating to or arising out of the operation of Curbline’s business after the effective time of the spin-off and liabilities expressly allocated to Curbline or one of its subsidiaries by the Separation and Distribution Agreement or certain other agreements entered into in connection with the spin-off.

On October 1, 2024, the Company, Curbline and the Operating Partnership also entered into a Shared Services Agreement (the “Shared Services Agreement”), which provides that, subject to the supervision of the Company’s Board of Directors and executives, the Operating Partnership or its affiliates 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 the Company, including supervising various business functions of the Company necessary for the day-to-day management operations of the Company 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 the Company, 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 the Company’s strategic objectives. 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. The Company also provid 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.

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, officesassets 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 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 pays the Company a fee in the aggregate amount of 2.0% of Curbline’s Gross Revenue (as defined in the Shared Services Agreement) during the term of the Shared Services Agreement to be paid in monthly installments each month in arrears no later than the tenth calendar day of each month based upon Curbline’s Gross Revenue for the prior month. 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. 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 itsOctober second1, anniversary2026).

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 thesignificant spin-offdisposition of Curblineactivity and thedeclining significantproperty volumerevenues. of dispositions completed in 2024. The Company expects that its future dividend policy will be influenced by operations and asset sales, thoughHowever, the Company’s distributiongeneral ofand anyadministrative saleexpenses proceedswill remain elevated prior to shareholders will be subject to collateral release and repayment requirements set forth in the termstermination of the Company’sShared indebtednessServices Agreement as a result of the contractual obligations and managementservices ofowing liquidityto andCurbline overall leverage levels in connection with ongoing operations.thereunder.

Transaction and Capital MarketsInvestment Highlights

Transaction and investment highlights during 2024, in addition to the Curbline spin-off,2025, include the following:

Operating highlights for 20242025 included (excluding discontinued operations and properties sold in 2024):

AchievedFor the comparable leases executed and renewed, achieved blended lease spreads of 7.8%1.8% at the Company’s pro rata share;

Total portfolio average annualized base rent per occupied square foot on a pro rata basis increased to $22.61 at December 31, 2025, as compared to $19.64 at December 31, 2024, as compareddue to $19.42transactional activity and the remaining mix of properties and Aggregate occupancy of the Company’s operating shopping center portfolio was 85.9% at December 31, 2023, primarily due to an increase in occupancy of small shop space and rent increases and Aggregate occupancy was 90.6% at December 31, 20242025 on a pro rata basis compared to 89.5%90.6% at December 31, 2023.2024. The yearyear-over-year over year increasedecrease primarily was related to newthe tenant openings in excessdisposition of closings.properties during the year, the remaining mix of properties and increased vacancy at the Maxwell (Chicago, Illinois).

The Company continued to seeenter stronginto new leases and lease renewals for its space in 20242025 fromwith a combination of both national and local retailers. Although certain retailers announced bankruptcies and/or store closures in 20242025, other retailers, specifically those in the value and convenience category, continuecontinued to expand their store fleets and launch new concepts.fleets. As a result, the Company believes that its prospects to backfill spaces vacated by bankrupt or non-renewing tenants are generally good, thoughhowever, suchin re-tenantingrecent effortsyears, willthe likelyCompany requirehas additionaloften capitalelected expenditures and opportunitiesnot to leasepursue replacement tenants for vacant space as potential buyers have often expressed a preference for acquiring properties with lease-up opportunities. The Company currently has seven movie theaters in its portfolio. Opportunities to re-tenant any vacant theater spaces that may arise may be more limited. Many of the Company’s largest tenants, including TJX Companies, Dick’s Sporting Goods, Rosslimited and Burlington,would remainlikely wellrequire positioned with access tosignificant capital and have outperformed other retail categories on a relative basis.expenditures.

The following table lists the Company’s tenants that equal or exceed 1.5% of the Company’s aggregate annualized shopping center base rental revenue and the respective Company-owned shopping center GLA as of December 31, 2024,2025, for the following (1) the wholly-owned properties and the Company’s proportionate share of unconsolidated joint venture properties combined, (2) the wholly-owned properties and (3) the unconsolidated joint ventures presented at 100%:

Includes T.J. Maxx, Marshalls, HomeGoods, Sierra Trading, HomeSense and Combo Store Includes Dick’s Sporting GoodsGoods, Going Going Gone and Golf Galaxy Includes Kroger, Harris Teeter, King Soopers, Mariano’s and Lucky’s (D) Includes Ross Dress for Less and dd’s Discounts The Company leased approximately 1.31.0 million square feet (0.70.5 million square feet at the Company’s share) of GLA in 20242025 in its wholly-owned and joint venture portfolios, composed of 1917 new leases and 9064 renewals, for a total of 10981 leases executed in 2024.2025. At December 31, 2024,2025, the Company had 6865 leases expiring in 20252026 (excluding ground leases) with an average base rent per square foot of $23.46$22.14 on a pro rata basis. For the comparable leases executed in 2024,2025, at the Company’s interest, the Company generated positive cash leasing spreads of 14.2%(17.6)% for three new leases and 7.4%2.5% for 64 renewals, or 7.8%1.8% on a blended basis. Cash leasing spreads are a key metric in real estate, representing the percentage increase of the tenant’s annual base rent in the first year of the newly executed or renewal lease, over the annual base rent applicable to the final year of the previous lease term, though leasing spreads exclude consideration of the amount of capital expended in connection with new leasing activity and exclude properties in redevelopment. The Company’s cash leasing spread calculation includes only those deals that were executed within one year of the date the prior tenant vacated, in addition to other factors that limit comparability, and as a result, is a good benchmark to compare the average annualized base rent of expiring leases with the comparable executed market rental rates.

For the year ended December 31, 2024,2025, the increasedecrease in net income attributable to common shareholders, as compared to the prior year, was primarily the result of higherlower gainsgain on dispositionsdisposition of real estate recognized in 2025, the net impact of property sales, lower interest income and an increase in interestimpairment income,charges, partially offset by theno impactpreferred ofdividend netexpense propertyand dispositions,lower thegeneral write-offand ofadministrative fees related to the Mortgage Commitment (defined below),costs, debt extinguishment costs,costs and impairmentinterest charges.expense. The decrease in Funds from Operations (“FFO”) attributable to common shareholders was primarily the result of the impact of net property dispositions and debtlower extinguishmentinterest costs,income, partially offset by increasedno preferred dividend expense and lower general and administrative costs, interest income.expense and debt extinguishment costs. The decrease in Operating FFO attributable to common shareholders generally was due to the impact of net property dispositions,dispositions and lower interest income, partially offset by increasedlower general and administrative costs and interest income.expense.

Impairment Assessment and Measurement of Fair Value

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. Estimated fair value may be based on discounted future cash flows utilizing appropriate discount and capitalization rates, future market rental rates and, in addition to available market information, third-party appraisals, broker selling estimates or sale agreements under negotiation. 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 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. The determination of anticipated undiscounted cash flows in these situations is inherently more subjective, requiring significant estimates made by management, and considers the most likely expected course of action at the balance sheet date based on current plans,plans and intended holding periods, estimated down-time, market rent assumptions, terminal capitalization rates and other available market information.periods.

The valuation of real estate assets for impairment is determined using widely accepted valuation techniques including the indicative bid, the income capitalization approach or the discounted cash flow analysis on the expected cash flows of each asset considering prevailing market capitalization rates, analysis of recent comparable sales transactions, actual sales negotiations, bona fide purchase offers received from third parties and/or consideration of the amount that currently would be required to replace the asset, as adjusted for obsolescence.analysis. In general, the Company utilizes a valuation technique that is based on the characteristics of the specific asset when measuring fair value of an investment. However, a single valuation technique is generally used for the Company’s property type. Fair value measurements based upon an indicative bid are developed by third-party sources (including offers and comparable sales values) and are subject to the Company’s corroboration for reasonableness. The significant assumptions includeused marketin rentalthe rates,discounted estimatedcash down-timeflow technique are discount rates and terminal capitalization ratesrates. The significant assumption used in the income capitalization valuation,approach asis wellmarket ascapitalization the projected property net operating income.rates. Valuation of real estate assets is calculated based on market conditions and assumptions made by management at the measurement date, which may differ materially from actual results if market conditions or the underlying assumptions change.

The spin-off of Curbline Properties in October 2024 represented a strategic shift in the Company’s business and, as such, the Curbline properties are reflected in the financial results as discontinued operations for allthe periodsyear presented.ended December 31, 2024. For the comparison of the Company’s 20242025 performance to 2023 and comparison of the Company’s 2023 performance to 20222024 presented below, consolidated shopping center properties owned as of January 1, 2023 and January 1, 2022, respectively,2024 are referred to herein as the “Comparable Portfolio Properties.” The discussion of the Company’s 2024 performance compared to 2023 performance is set forth in “Results of Operations” included in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

The increase in Comparable Property Portfolio is due to higher occupancy and annualized base rent per occupied square foot. At December 31, 20242025 and 2023,2024, the ComparableCompany Propertiesowned consistedeight ofand 22 wholly-owned properties as of each balance sheet date that had an aggregate occupancy rate of 90.6%83.7% and 89.5%90.6% and an average annualized base rent per occupied square foot of $19.81$25.99 and $19.63,$19.81, respectively. The decrease in occupancy rate and increase in average annualized base rent per occupied square foot was due to a combination of transactional activity and the mix of properties sold and overall decreases in occupancy.

Recoveries from tenants were approximately 73.5%65.8% and 78.7%80.4% of operating expenses and real estate taxes for the years ended December 31, 20242025 and 2023,2024, respectively. The decrease in the recovery percentage primarily was due to a combination of transactional activity andactivity, the mix of properties sold.sold, overall decreases in occupancy rate and the weighting of the remaining properties that have certain tenant recovery exclusions.

(B)For the year ended December 31, 2025, Fee and Other Income included $8.4 million of other property revenues in conjunction with the resolution of the condemnation proceedings with the State of Florida relating to business damages and compensation for land taken in 2022 at the Shoppes at Paradise Pointe. Otherwise, Fee and Other Income was primarily earned from the Company’s unconsolidated joint ventures and Curbline Properties. The decrease primarily relates to lower fee revenue from joint ventures as a result of asset sales. The components of Fee and Other Income are presented in Note 1, “Summary of Significant Accounting Policies—Fee and Other Income,” to the Company’s consolidated financial statements included herein. Decreases in the number of assets under management will impact the amount of revenue recorded in future periods. The Company’sCompany or its joint venture partnerspartner may also elect to terminate theirthe DTP joint venture arrangements with the Company in connection with athe change in investmentCompany’s strategy orto otherwise.monetize the value of its investment. See “— Sources and Uses of Capital” included elsewhere herein.

The decrease in depreciation for the Comparable Portfolio Properties in 2024 vs. 2023 was primarily due to the impact of accelerationcertain oftenant depreciation related to terminationsimprovements and write-offintangibles ofhaving intangiblesbeen fully depreciated in 2023.2024.

There were $114.1 million and $66.6 million of impairment charges recorded for the yearyears ended December 31, 2025 and 2024, respectively, triggered by changes in hold period assumptions. For the year ended December 31, 2022, the $2.5 million impairment charge resulted from a tenant exercising a fixed-price purchase option on their building pursuant to the lease agreement. Impairment charges are presented in Note 11,10, “Impairment Charges,” to the Company’s consolidated financial statements included herein.

GeneralThe decrease in general and administrative expenses forwas 2023primarily included costs relateddue to athe Maytransition 2023of restructuringemployment plan,of whichseveral includedformer aemployees voluntaryto retirementCurbline offerProperties and otherits costsaffiliates toon alignOctober the1, Company’s cost structure and technology platform with current and future expected operations and resulted in charges to general and administrative costs of $5.0 million for the year ended December 31, 2023.2024. The Company continues to expense certain internal leasing salaries, legal salaries and related expenses associated with leasing and re-leasing of existing space.

InAs 2024,of December 31, 2025 the Company simplifiedhad itsno debtoutstanding structure.indebtedness. 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. The weighted-average interest rate (based on contractual rates and excluding amortization of debt issuance costs) was 4.3% and 4.1% at December 31, 2023 and 2022, respectively. At December 31, 2023, the weighted-average maturity (without extensions) was 2.5 years. Interest costs capitalized in conjunction with redevelopment projects were $0.6 million, $1.2$0.1 million and $1.1$0.6 million for the years ended December 31, 2024, 20232025 and 2022,2024, respectively.

In 2024,2025, relatedconsisted primarilyof write-offs of loan costs and payments of debt extinguishment costs due to the writerelease offof sold properties from the Mortgage Facility ($3.3 million) and the mortgage loan encumbering Nassau Park Pavilion as well as a make whole premium payment ($7.0 million). In 2024, primarily related to the write-offs of loan costs and commitment fees and payment of debt extinguishment costs due to the termination of thea Mortgagemortgage Commitmentfinancing commitment ($21.2 million), thea Revolvingrevolving Creditcredit Facilityfacility ($3.9 million), redemption of thecertain Seniorsenior Notesunsecured notes ($6.7 million), pay-off of thea Termterm Loanloan ($0.9 million) and the release of properties from the Mortgage Facility ($10.1 million).

Related to the prior year repurchase of asenior portionunsecured ofnotes thedue Seniorin Notes2025, 2026 and 2027 for total cash consideration, including expenses, of $87.1 million and the write-off of a fair value discount.discount write-off.

DerivativeIn 2024, derivative mark-to-market impact related to the partial hedge on the potential interest rate impact to yield maintenance premiums on theoutstanding Seniorsenior Notes.unsecured notes. The hedge was terminated in conjunction with the redemption of thecertain Seniorsenior Notesunsecured notes and the Company received a cash payment of $1.3 million in 2024.

In 2024, primarilyPrimarily consists of transactionstransaction costs for abandoned deals and anthe adjustment to reflect the fair value of services received and provided to Curbline Properties relative to the fees and fair value of services received from Curbline under the Shared Services Agreement. The increase is due to the Shared Services Agreement being in place for a full year in 2025.

The reduction in income is the result of gains recognized in 2023 from joint venture asset sales. At December 31, 2024, 20232025 and 20222024, the Company had an economic investment in two unconsolidated joint ventures which owned 11, 13 and 1811 shopping center properties,properties. respectively.The Jointtermination of joint ventures and joint venture property sales could significantly impact the amount of income or loss recognized in future periods. See Note 3,2, “Investments in and Advances to Joint Ventures,” in the Company’s consolidated financial statements included herein.

The Company is a self-administered and self-managed Real Estate Investment Trust (“REIT”) in the business of owning, leasing, redevelopingredeveloping, and managing shopping centers. As of MarchJune 31,30, 2026, the Company’s portfolio consisted of 1614 shopping centers (including 10 shopping centers owned through the Dividend Trust Portfolio (“DTP”), an unconsolidated joint venture). At MarchJune 31,30, 2026, the Company owned approximately 4.43.9 million square feet of gross leasable area (“GLA”) through all its shopping center properties (wholly-owned and joint venture). In addition, the Company owns two adjacent office buildings located in Beachwood, Ohio, totaling approximately 339,000 square feet of GLA, a portion of which currently serves as the Company’s headquarters.

For the threesix months ended MarchJune 31,30, 2026, the decrease in Net (loss) income, as compared to the prior-year period, primarily was the result of impairment charges andcharges, a decrease in rental income as a result of property dispositions, a decrease in gains on the disposition of real estate and a decrease in condemnation revenue, partially offset by the gain on the sale of joint venture interests, increasesan onincrease gains on the disposition of real estate andin interest income and decreases in interest expense, condemnation revenueexpense and depreciation and amortization.amortization expense.

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. 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, 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 of 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.

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 significant disposition activity and declining property revenues. However, the Company’s general and administrative expenses will remain elevated prior to the expected termination of the Shared Services Agreement on October 1, 2027 as a result of the contractual obligations and services owing to Curbline thereunder.

OperationalTransaction and capital market highlights for the Company through MarchJuly 31, 2026,2026 include the following:

Total portfolio average annualized base rent per square foot was $20.00$18.40 at MarchJune 31,30, 2026, as compared to $22.61 at December 31, 2025 and $19.75$19.83 at MarchJune 31,30, 2025, all on a pro rata basis, respectively; and The aggregate occupancy of the Company’s operating shopping center portfolio was 81.1% at June 30, 2026, as compared to 85.9% at December 31, 2025 and 87.5% at June 30, 2025, all on a pro rata basis.

At MarchJune 31,30, 2026 and 2025, the Company owned sixfour and 2220 wholly-owned retail properties as of each balance sheet date that had an aggregate occupancy rate of 80.3%66.9% and 89.2%87.2% and an average annualized base rent per occupied square foot of $25.02$24.12 and $19.95,$20.01, respectively. The decrease in occupancy rate and increase in average annualized base rent per occupied square foot was due to a combination of transactional activity, the mix of properties sold and overall decreases in occupancy.

Recoveries from tenants were approximately 43.2%38.8% and 70.9% of operating expenses and real estate taxes for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. The decrease in the recovery percentage was due to a combination of transactional activity, the mix of properties sold and overall decreases in occupancy.

The decrease in Fee and other income primarily resulted from $8.4 million of other property revenue recorded during the threesix months ended MarchJune 31,30, 2025 in conjunction with the resolution of the condemnation proceedings with the State of Florida relating to business damages and compensation for land taken in 2022 at the Shoppes at Paradise Pointe partially offset by the increase in fees from Curbline Properties. Fee and other income is primarily earned from Curbline Properties and the Company’s unconsolidated joint ventures.

The Company recorded $17.5$18.5 million of impairment charges for the threesix months ended MarchJune 31,30, 2026 triggered by a purchase offeroffers received which is currently under negotiation.received. Impairment charges are presented in Note 6, “Impairment Charges,” to the Company’s consolidated financial statements included herein.

As of MarchJune 31,30, 2026, the Company had no outstanding indebtedness. As of MarchJune 31,30, 2025, the Company’s consolidated indebtedness consisted of a cross-collateralized mortgage facility and a mortgage loan encumbering Nassau Park Pavilion with an aggregate outstanding balance of $306.3$292.0 million and a weighted-average interest rate (based on contractual rates excluding amortization of debt issuance costs) of 6.9% per annum.

At MarchJune 31,30, 2026 and 2025, the Company had an economic investment in unconsolidated joint ventures which owned ten and 11 shopping center properties, respectively. The termination of the Company’s remaining joint venture or joint venture property sales could significantly impact the amount of income or loss recognized in future periods. See Note 2, “Investments in and Advances to Joint Ventures,” in the Company’s consolidated financial statements included herein.

The Company sold four and two wholly-owned shopping centers in the periodperiods ended MarchJune 31,30, 2026.2026 and 2025, respectively.

The decrease in net income in the period ended MarchJune 31,30, 2026, as compared to the prior-year period, primarily was the result of impairment charges andcharges, a decrease in rental income as a result of property dispositions, a decrease in gains on the disposition of real estate and a decrease in condemnation revenue, partially offset by the gain on the sale of joint venture interests, increasesan onincrease gains on the disposition of real estate andin interest income and decreases in interest expense, condemnation revenueexpense and depreciation and amortization.amortization expense.

The decrease in FFO for the period ended MarchJune 31,30, 2026, as compared to the prior-year period, was primarily attributable to the net impact of net property dispositions and condemnation revenue recorded in the prior-year period ended March 31, 2025,period, partially offset by an increase in interest income and a decrease in interest expense. The decrease in Operating FFO generally was due to the net impact of net property dispositions partially offset by decreased interest expense and an increase in interest income.

At MarchJune 31,30, 2026 and 2025, the Company had an economic investment in unconsolidated joint ventures which owned ten and 11 shopping center properties, respectively. These joint ventures represent the investments in which the Company recorded its share of equity in net income or loss and, accordingly, FFO and Operating FFO.

The Company requires capital to fund its operating expenses, redevelopment activities and capital expenditures. The Company’s primary capital sources include cash on hand, cash flow from operations and proceeds from ongoing asset sales. The Company does not maintain a revolving credit facility and therefore plans to closely monitor and conservatively manage its liquidity and cash position as it pursues the sale of its remaining properties and monetization of its investment in the DTP joint venture and returns capital to shareholders. The Company expects to maintain sufficient cash reserves with proceeds from asset sales in order to satisfy andany discharge expenses projected to be incurred, and to pay any unknown or contingency claims or obligations which might arise, during the subsequent wind-up of its operations. The Company also expects to maintain 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 exercisepurchase of its partner’s interest through the joint venture’s buy/sellbuy-sell provision.

At MarchJune 31,30, 2026, the Company had an unrestricted cash balance of $193.5$238.9 million. As of MarchJune 31,30, 2026, the Company anticipates that it has approximately $15.4$8.5 million to be incurred to complete redevelopment projects at properties owned by Curbline pursuant to the terms of the Separation and Distribution Agreement. The Company also paid a special cash dividend of $1.00 per share ($52.7 million in the aggregate) to common shareholders on July 31, 2026.

The Company had no consolidated indebtedness outstanding at MarchJune 31,30, 2026. As of MarchJune 31,30, 2026, the Company’s unconsolidated joint venturesventure had $380.6 million of indebtedness ($76.1 million at SITE Centers’ share).

Unconsolidated Joint Ventures’Venture’s Mortgage Indebtedness – As of MarchJune 31,30, 2026

Changes in cash flow for the period ended MarchJune 31,30, 2026, compared to the prior comparable period are as follows:

Operating Activities: Cash provided by operating activities decreased by $10.0$37.4 million primarily due to lower net operating income as a result of disposition activity partially offset by an increase in interest income and a decrease in interest expense.

Financing Activities: Cash used for financing activities decreased by $0.5$14.9 million primarily due to the scheduled principal payments made on the Company’s mortgage debt and required payments due to sales on the Company’s mortgage facility during the period ended MarchJune 31,30, 2025.

The decision to declare and pay future dividends on the Company’s common shares, as well as the timing, amount and composition of any such future dividends, will be at the discretion of the Company’s Board of Directors. The Company does not currently expect to make regular quarterly dividend payments in the future. The Company expects that the frequency and timing of future dividends will be influenced by operations, sales of its remaining assets and the resolution of the DTP joint venture, though the Company plans to closely monitor and conservatively manage its cash position in order to maintain sufficient cash reserves to satisfy and discharge expenses projected to be incurred, and any unknown or contingency claims or obligations which might arise, during the subsequent wind-up of its operations. The Company also expects to maintain 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 exercisepurchase of its partner’s interests through the joint venture’s buy/sellbuy-sell provision.

In 2022, the Company’s Board of Directors authorized a common share repurchase program. Under the terms of the program, the Company is authorized to repurchase up to a maximum value of $100 million of its common shares. As of MarchJune 31,30, 2026, the Company had repurchased an aggregate of 0.5 million of its common shares under this program at an aggregate cost of $26.6 million.

The Company remains committed to maintaining sufficient liquidity in order to fund its operating expenses, capital expenditures and expenses and liabilities to be incurred during the wind-up of its operations. The Company’s primary capital sources include cash on hand, cash flow from operations and proceeds from sales of its remaining wholly-owned properties and monetization of its investment in the DTP joint venture. The Company does not maintain a revolving credit facility and therefore plans to closely monitor and conservatively manage its cash position and expects to maintain 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 exercisepurchase of its partner’s interests through the joint venture’s buy/sellbuy-sell provision.

The Company continues to pursue the marketing and sale of its remaining wholly-owned properties.properties, though no assurances can be given that such efforts will result in additional asset sales. The timing of asset sales may be impacted by general economic conditions, local conditions in the markets in which ourthe Company’s remaining properties are situated and other property-specific considerations. The majority of the Company’s wholly-owned retail properties are in various stages of contract negotiation or in the process of being marketed for sale, though no assurances can be given that such efforts will result in additional asset sales.

The Company owns a 20% interest in, and acts as the general partner of, the DTP joint venture, a joint venture with certain Chinese institutional investors which owns ten shopping centers located in the United States aggregating approximately 3.4 million square feet of GLA. As of MarchJune 31,30, 2026, the joint venture’s properties were encumbered by a mortgage loan in the aggregate principal amount of approximately $380.6 million which matures on January 11, 2029. The terms of the joint venture agreement contain restrictions on when and how the Company can monetize the value of its interests in the joint venture and generally requires the partner’s consent in order for the Company to sell its interest in the joint venture or the underlying properties owned by the joint venture. The Company is in discussions with its joint venture partner regarding options to resolve the joint venture and continues to maintain an elevated cash balance in order to maximize the Company’s alternatives for monetizing its joint venture investment,investment. includingOn throughJune 29, 2026, the possibleCompany exercisedelivered a buy-sell notice to its partner under the joint venture agreement. Pursuant to the terms of the joint venture’sventure agreement, unless an alternative consensual resolution is agreed between the Company and its partner, the partner is required to inform the Company by August 31, 2026 of its decision to either purchase the Company’s 20% interest in the joint venture for a price of approximately $32.4 million or sell its 80% interest in the joint venture to the Company for a price of approximately $129.6 million. Pursuant to the terms of the joint venture agreement, closing of the transaction should occur no later than October 15, 2026. No assurances can be given that the partner will comply with the terms of the joint venture agreement or perform its obligations under the joint venture agreement with respect to the buy-sell provision.notice. With its partner’s consent, the Company may continue to explore the sale of its interests in the joint venture to third parties as an alternative to completing the buy-sell transaction.

From January 1, 2026 through MayJuly 4,31, 2026, the Company sold the following wholly-owned shopping centers and a land parcel (in thousands):

At MarchJune 31,30, 2026, the estimated cost to complete redevelopment projects at properties owned by Curbline pursuant to the terms of the Separation and Distribution Agreement was approximately $15.4$8.5 million.

At MarchJune 31,30, 2026, the Company’s capitalization consisted of $283.4$208.3 million of market equity (calculated as the number of common shares outstanding multiplied by $5.40,$3.97, the closing price of the Company’s common shares on the New York Stock Exchange (the “NYSE”) at MarchJune 31,30, 2026).

WeThe expectCompany expects that the NYSE wouldwill commence the de-listing of the Company’s common shares from the exchange if (i) the average closing price of the Company’s common shares were to fall below $1.00 per share over a 30-consecutive-day trading period, (ii) the Company’s average market capitalization were to fall below $15 million over a 30‑consecutive-day trading period or (iii) the Company were to lose or terminate its REIT qualification (unless the resultingCompany entitythen qualifies for an original listing as a corporation). The NYSE also has certain discretionary authority to de-list the Company’s common shares on an involuntary basis. The Company expects to voluntarily de-list its common shares from the NYSE as future distributions cause its stock price to approach levels that would trigger involuntary de-listing. If the Company’s common shares are de-listed, shareholders may have difficulty trading their common shares on the secondary market. De-listing would also eliminate the requirement that the Company’s Board of Directors be composed of a majority of independent directors.

In connection with the spin-off of Curbline, theThe Company used proceeds from the cross-collateralized mortgage facility together with proceeds from asset sales to repay all of the Company’s outstanding unsecured indebtedness and therefore no longer maintains a revolving line of credit or an investment grade rating. The Company may not be able to obtain financing on favorable terms, or at all, and therefore conservatively manages its cash balances and proceeds from asset sales in order to maintain the capital needed to fund its operations.

Additionally, theThe Separation and Distribution Agreement contains obligations to complete certain redevelopment projects at properties that are owned by Curbline. As of MarchJune 31,30, 2026, such redevelopment projects were estimated to cost $15.4$8.5 million to complete.

The Company is subject to competition for tenants from other owners of retail properties, and its tenants are subject to competition from other retailers and methods of distribution. The CompanyCompany’s isproperties are dependent upon the successful operations and financial condition of its tenants, in particular its major tenants, and could be adversely affected by the bankruptcy of those tenants;