SPG 10-K & 10-Q changes, risk factors and insider trading
Simon Property Group Inc. (also SPG-PJ) · NYSE · Real Estate Investment Trusts · CIK 1063761 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Largest changes
There are risks associated with artificial intelligence (“AI"), any or all of which could adversely affect our business. Issues in the development and use of AI, combined with an uncertain regulatory environment, may result in reputational harm, liability, or other adverse consequences to our business operations. We have adopted certain generative AI tools into our systems for specific use cases reviewed by legal and information security. Where a generative AI or machine learning model ingests our proprietary information and makes connections using such data, those technologies may reveal other sensitive, proprietary, or confidential information generated by the model. Additionally, our vendors may incorporate generative AI tools into their services and deliverables without disclosing this use to us, and the providers of these generative AI tools may not meet existing or rapidly evolving regulatory or industry standards with respect to privacy and data protection and may inhibit our or our vendors’ ability to maintain an adequate level of service and experience or confidentiality. Sensitive, proprietary, or confidential information of the Company, our tenants and employees, could be used in a generative AI or machine learning application and we may be unable to control, safeguard, or prevent the use or misuse of suchsee in full comparisoninformationinformation. Moreover, generative AI or machine learning models may create incomplete, inaccurate, or otherwise flawed outputs, some of which may be difficult to detect. Because of these issues, these models could lead us to make flawed decisions that could result in adverse consequences to us, including exposure to reputational and competitive harm, customer loss, and legal liability. Further, bad actors around the world use increasingly sophisticated methods, including the use of AI, to engage in illegal activities involving the theft and misuse of personal information, confidential information, and intellectual property. In addition, uncertainty in the legal regulatory regime relating to AI, including as a result of inconsistent interpretation or application, may require significant resources to modify and maintain business practices to comply with applicable law, the nature of which cannot be determined at this time. Despite the risks related to AI, many of our competitors, retailers and consumers are increasingly using AI in their decision-making processes. Laws or regulations may prevent or limit our ability to use AI in our business, lead to regulatory fines or penalties, or require us to change our business practices. If we cannot use AI,orif our use is restricted, or if we fail to adapt to changes from an increased use of AI, our business may be less efficient, or we may be at a competitive disadvantage. Any of these outcomes could damage our reputation, result in the loss of valuable property and information, and adversely impact our business.
As of December 31,see in full comparison2024,2025, we held interests in consolidated and joint venture properties that operate in Austria, Canada, France, Germany, Indonesia, Italy,Germany,Japan, Malaysia, Mexico, the Netherlands, the People’s Republic of China, South Korea, Spain, Thailand, and the United Kingdom. We also have an equity stake in Klépierre, a publicly traded European real estate company which operates in1413 countries inEurope, and in TRG, which has an interest in certain retail properties in Asia.Europe. Accordingly, our operating results and the value of our international operations may be impacted by any unhedged movements in the foreign currencies in which those operations transact and in which our net investment in those international operations is held. While we occasionally enter into hedging agreements to manage our exposure to changes in foreign exchange rates, these agreements may not eliminate foreign currency risk entirely.
As of December 31,see in full comparison2024,2025, we owned interests in99110 income-producing properties with other parties. Of those,2022 properties are included in our consolidated financial statements. We apply the equity method of accounting to the other7988 properties (the joint venture properties)and, our investments in Klépierre (a publicly traded, Paris-based real estate company),The Taubman Realty Group, LLC, or TRG,as well as our investments in certain entities involved in retail operations, such as Catalyst Brands LLC; an e-commerce venture Rue Gilt Groupe, or RGG, and Jamestown (a global real estate investment and management company), collectively, our other platform investments. We serve as general partner or property manager for4851 of these7988 joint venture properties; however, certain major decisions, such as approving the operating budget and selling, refinancing, and redeveloping the properties, require the consent of the other owners. Of the joint venture properties for which we do not serve as general partner or property manager,2429 are in our international joint ventures. These international properties are managed locally by joint ventures in which we share control of the properties with our partner. The other owners have participating rights that we consider substantive for purposes of determining control over the joint venture properties’ assets. The remaining joint venture properties,Klépierre, TRG,Klépierre and our other platform investments are managed by joint ventures in which we share control.
We depend on free cash flow and external financings, principally debt financings, to fund the growth of our business, execute on our business model, and to ensure that we can meet ongoing maturities of our outstanding debt. Our access to financing depends on our credit ratings, the willingness of lending institutions and other debt investors to grant credit to us and conditions in the capital markets in general, which can impact both our cost of capital and, to a lesser degree, our ability to access capital. An economic recession may cause extreme volatility and disruption in the capital and credit markets. We rely upon the Credit Facilities as sources of funding for numerous transactions. Our access to these funds is dependent upon the ability of each of the participants to the Credit Facilities to meet their funding commitments to us. When markets are volatile, access to capital and credit markets could be disrupted over an extended period of time and one or more financial institutions may not have the available capital to meet their previous commitments to us. The failure of one or more participants to the Credit Facilities to meet their funding commitments to us could have a material adverse effect on us, including as a result of making it difficult to obtain the financing we may need for future growth and/or meeting our debt service requirements. Additionally, a high interest rate environment,see in full comparisonas we are currently experiencing, and which the Company believes will continue in 2025,could prevent us from accessing capital at attractive interest rates, which could adversely impact our ability to refinance existing debt at maturity as well as our ability to fund development and/or opportunistic acquisition activities. We cannot assure you that we will be able to obtain the financing we need for the future growth of our business, execution on our business model or to meet our debt service requirements, or that a sufficient amount of financing will be available to us on favorable terms, or at all.
Full comparison: every changed paragraph (13)
To the extent that any or a portion of these conditions occur, they are likely to impact the retail industry, our retail tenants, the emergence of new tenants, our own investments in certain retailers and brands, the demand for retail space, market rents and rent growth, the vacancy levels at our properties, and the value of our properties, any of which could directly or indirectly materially and adversely affect our financial condition, operating results and overall asset value.
Sustained adverse pressure on the results of department stores and other national retailers may have a similarly sustained adverse impact upon our own results. Certain department stores and other national retailers have experienced, and may continue to experience for the foreseeable future (given uncertainty with respect to current and future macroeconomic conditions and consumer confidence levels), considerable decreases in customer traffic in their retail stores, increased competition from alternative retail options such as those accessible via the Internet and other forms of pressure on their business models. As pressure on these department stores and other national retailers increases, their ability to maintain their stores, meet their obligations both to us and to their external lenders and suppliers, withstand takeover attempts or avoid bankruptcy and/or liquidation may be impaired and result in closures of their stores or their seeking of a lease modification with us. Any lease modification could be unfavorable to us as the lessor and could decrease current or future effective rents or expense recovery charges. Certain other tenants arecould be entitled to modify the economic or other terms of, or terminate, their existing leases with us in the event of such closures. Additionally, corporate merger or consolidation activity among department stores and other national retailers typically results in the closure of duplicate or geographically overlapping store locations.
We may not be able to lease newlynew developedor redeveloped properties to or renew leases and relet space at existing properties with an appropriate mix of tenants or at desired rents, if at all.
We may not be able to lease new or redeveloped properties to an appropriate mix of tenants that generates optimal customer traffic. Also, when leases for our existing properties expire, the premises may not be relet or the terms of reletting, including the cost of allowances and concessions to tenants, may be less favorable than the current lease terms. Tenant preferences for properties may also change over time, like recent trends towards right-sizing portfolios, repositioning space and locations and pursuing new store concepts, and our properties may no longer align with such preferences. If we fail to identify and secure the right blend of tenants at our newly developed and existing properties that offer diversified categories and uses, such as retail, specialty entertainment, restaurants, and health and wellness, and that keep up with evolving customer preferences, our properties may not appeal to the communities they serve. If we elect to pursue a “mixed use” redevelopment we expose ourselves to risks associated with each non-retail use (e.g., office, residential, hotel and entertainment), and the performance of our retail tenants in such properties may be negatively impacted by delays in opening and/or the performance of such non-retail uses. Additionally, an oversupply of space in the trade areas in which our properties operate could reduce market rents, negatively impacting the terms upon which we lease our properties. To the extent that our leasing goals are not achieved, we could be materially and adversely affected.
Acts of violence, civil unrest or criminal activity, actual or threatened terrorist attacks and inappropriate and unacceptable behavior by consumersvisitors at our properties could adversely affect our business operations.
We face a wide range of competition that could affect our ability to operate profitably, including e-commerce, andas thewell evolutionas ofevolving consumer preferences and purchasing habits.
Our properties compete with other forms of retailing such as pure online retail websites as well as other types of retail properties such as single user freestanding discounters (Costco, Walmart and Target). In addition, many of our tenants are omni-channel retailers who also distribute their products through online sales and provide options to consumers like buy online pick up in store, buy online ship to store or buy online return to store. Our business currently is predominantly reliant on consumer demand for shopping at physical stores, and our business could be materially and adversely affected if we are unsuccessful in adapting our business to evolving consumer purchasing habits. The increased popularity of digital and mobile technologies has accelerated the transition of a percentage of market share from shopping at physical stores to web-based shopping. Although a brick-and-mortar presence may have a positive impact on retailers’ online sales, the increased utilization of pure online shopping may lead to the closure of underperforming stores by retailers, which could impact our occupancy levels and the rates that tenants are willing to pay to lease our space. Additionally, the increase in online shopping may result in certain tenants underreporting sales at our properties which may materially and adversely impact our collection of overage rent. Examples may include, retailers and restaurants not reporting curbside pick-up sales or online sales fulfilled with store inventory, and tenants reducing reported store sales by including online returns processed in the storestore.
We regularly acquire and develop new properties and redevelop and expand existing properties, and these activities are subject to various risks. Acquisition or construction costs of a project may be higher than projected, potentially making the project unfeasible or unprofitable, and development, redevelopment or expansions may take considerably longer than expected, delaying the commencement and amount of income from the property. These risks, and the potential impact thereof, may be exacerbated by the volume and complexity of such activity, as well as inflationary pressures, tariffs, rising interest rates, supply chain disruptions and labor shortages. We may not be successful in pursuing acquisition, development or redevelopment/expansion opportunities. In addition, newly acquired, developed or redeveloped/expanded properties may not perform as well as expected, impacting our anticipated return on investment. We are subject to other risks in connection with any acquisition, development and redevelopment/expansion activities, including the following:
We depend on free cash flow and external financings, principally debt financings, to fund the growth of our business, execute on our business model, and to ensure that we can meet ongoing maturities of our outstanding debt. Our access to financing depends on our credit ratings, the willingness of lending institutions and other debt investors to grant credit to us and conditions in the capital markets in general, which can impact both our cost of capital and, to a lesser degree, our ability to access capital. An economic recession may cause extreme volatility and disruption in the capital and credit markets. We rely upon the Credit Facilities as sources of funding for numerous transactions. Our access to these funds is dependent upon the ability of each of the participants to the Credit Facilities to meet their funding commitments to us. When markets are volatile, access to capital and credit markets could be disrupted over an extended period of time and one or more financial institutions may not have the available capital to meet their previous commitments to us. The failure of one or more participants to the Credit Facilities to meet their funding commitments to us could have a material adverse effect on us, including as a result of making it difficult to obtain the financing we may need for future growth and/or meeting our debt service requirements. Additionally, a high interest rate environment, as we are currently experiencing, and which the Company believes will continue in 2025, could prevent us from accessing capital at attractive interest rates, which could adversely impact our ability to refinance existing debt at maturity as well as our ability to fund development and/or opportunistic acquisition activities. We cannot assure you that we will be able to obtain the financing we need for the future growth of our business, execution on our business model or to meet our debt service requirements, or that a sufficient amount of financing will be available to us on favorable terms, or at all.
As of December 31, 2024,2025, we owned interests in 99110 income-producing properties with other parties. Of those, 2022 properties are included in our consolidated financial statements. We apply the equity method of accounting to the other 7988 properties (the joint venture properties) and, our investments in Klépierre (a publicly traded, Paris-based real estate company), The Taubman Realty Group, LLC, or TRG, as well as our investments in certain entities involved in retail operations, such as Catalyst Brands LLC; an e-commerce venture Rue Gilt Groupe, or RGG, and Jamestown (a global real estate investment and management company), collectively, our other platform investments. We serve as general partner or property manager for 4851 of these 7988 joint venture properties; however, certain major decisions, such as approving the operating budget and selling, refinancing, and redeveloping the properties, require the consent of the other owners. Of the joint venture properties for which we do not serve as general partner or property manager, 2429 are in our international joint ventures. These international properties are managed locally by joint ventures in which we share control of the properties with our partner. The other owners have participating rights that we consider substantive for purposes of determining control over the joint venture properties’ assets. The remaining joint venture properties, Klépierre, TRG,Klépierre and our other platform investments are managed by joint ventures in which we share control.
There are risks associated with artificial intelligence (“AI"), any or all of which could adversely affect our business. Issues in the development and use of AI, combined with an uncertain regulatory environment, may result in reputational harm, liability, or other adverse consequences to our business operations. We have adopted certain generative AI tools into our systems for specific use cases reviewed by legal and information security. Where a generative AI or machine learning model ingests our proprietary information and makes connections using such data, those technologies may reveal other sensitive, proprietary, or confidential information generated by the model. Additionally, our vendors may incorporate generative AI tools into their services and deliverables without disclosing this use to us, and the providers of these generative AI tools may not meet existing or rapidly evolving regulatory or industry standards with respect to privacy and data protection and may inhibit our or our vendors’ ability to maintain an adequate level of service and experience or confidentiality. Sensitive, proprietary, or confidential information of the Company, our tenants and employees, could be used in a generative AI or machine learning application and we may be unable to control, safeguard, or prevent the use or misuse of such informationinformation. Moreover, generative AI or machine learning models may create incomplete, inaccurate, or otherwise flawed outputs, some of which may be difficult to detect. Because of these issues, these models could lead us to make flawed decisions that could result in adverse consequences to us, including exposure to reputational and competitive harm, customer loss, and legal liability. Further, bad actors around the world use increasingly sophisticated methods, including the use of AI, to engage in illegal activities involving the theft and misuse of personal information, confidential information, and intellectual property. In addition, uncertainty in the legal regulatory regime relating to AI, including as a result of inconsistent interpretation or application, may require significant resources to modify and maintain business practices to comply with applicable law, the nature of which cannot be determined at this time. Despite the risks related to AI, many of our competitors, retailers and consumers are increasingly using AI in their decision-making processes. Laws or regulations may prevent or limit our ability to use AI in our business, lead to regulatory fines or penalties, or require us to change our business practices. If we cannot use AI, or if our use is restricted, or if we fail to adapt to changes from an increased use of AI, our business may be less efficient, or we may be at a competitive disadvantage. Any of these outcomes could damage our reputation, result in the loss of valuable property and information, and adversely impact our business.
As of December 31, 2024,2025, we held interests in consolidated and joint venture properties that operate in Austria, Canada, France, Germany, Indonesia, Italy, Germany, Japan, Malaysia, Mexico, the Netherlands, the People’s Republic of China, South Korea, Spain, Thailand, and the United Kingdom. We also have an equity stake in Klépierre, a publicly traded European real estate company which operates in 1413 countries in Europe, and in TRG, which has an interest in certain retail properties in Asia.Europe. Accordingly, our operating results and the value of our international operations may be impacted by any unhedged movements in the foreign currencies in which those operations transact and in which our net investment in those international operations is held. While we occasionally enter into hedging agreements to manage our exposure to changes in foreign exchange rates, these agreements may not eliminate foreign currency risk entirely.
We may pursue additional investment, ownership, development and redevelopment/expansion opportunities outside the United States. Such international activities carry risks that are different fromfrom, or may be of a different magnitude than, those we face with our domestic properties and operations. These risks include, but are not limited to:
Management's Discussion & Analysis (MD&A)
New heading “Year Ended December 31, 2025 vs. Year Ended December 31, 2024”
Removed heading “Year Ended December 31, 2023 vs. Year Ended December 31, 2022”
Largest changes
“If the applicable borrower under these non-recourse mortgage notes were to fail to comply with these covenants, the lender could accelerate the debt and enforce its rights against their collateral. At December 31, 2025, the applicable borrowers under these non-recourse mortgage notes were in compliance with all covenants where non-compliance could individually or in the aggregate, giving effect to applicable cross-default provisions, have a material adverse effect on our financial condition, liquidity or results of operations.”see in full comparison
At December 31,see in full comparison2024,2025, our consolidated subsidiaries were the borrowers under3541 non-recourse mortgage notes secured by mortgages on3844 properties and other assets, including two separate pools of cross-defaulted and cross-collateralized mortgages encumbering a total of five properties. Under these cross-default provisions, a default under any mortgage included in the cross-defaulted pool may constitute a default under all mortgages within that pool and may lead to acceleration of the indebtedness due on each property within the pool. Certain of our secured debt instruments contain financial and other non-financial covenants which are specific to the properties that serve as collateral for that debt.If the applicable borrower under these non-recourse mortgage notes were to fail to comply with these covenants, the lender could accelerate the debt and enforce its rights against their collateral. At December 31, 2024, the applicable borrowers under these non-recourse mortgage notes were in compliance with all covenants where non-compliance could individually or in the aggregate, giving effect to applicable cross-default provisions, have a material adverse effect on our financial condition, liquidity or results of operations.
“A pre-tax non-cash net loss of $86.1 million was recorded during 2025, included in (Loss) gain due to disposal, exchange, or revaluation of equity interests, net, primarily related to certain restructuring activities within Catalyst and the reduction in the carrying value of certain equity interests. During 2024, we sold all of our remaining interests in ABG for cash proceeds of $1.2 billion, resulting in a pre-tax gain of $414.8 million. Additionally, in 2024 we recorded a non-cash pre-tax gain of $100.5 million upon J.C. …”see in full comparison
Certain statements made in this annual report on Form 10-K may be deemed "forward–looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Although the Company believes the expectations reflected in any forward–looking statements are based on reasonable assumptions, the Company can give no assurance that its expectations will be attained, and it is possible that the Company's actual results may differ materially from those indicated by these forward–looking statements due to a variety of risks,see in full comparisonuncertainties,uncertainties and other factors. Such factors include, but are not limited to: the intensely competitive market environment in the retail real estate industry and the retail industry, including e-commerce; the inability to renew leases and relet vacant space at existing properties on favorable terms; the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise; the potential loss of anchor stores or major tenants; an increase in vacant space at our properties; the loss of key management personnel; changes in economic and market conditions that may adversely affect the general retail environment, including but not limited to those caused by inflation, the impact of tariffs and global trade disruptions on us to the extent impacting our tenants, recessionary pressures, wars, escalating geopolitical tensions as a result of the war in Ukraine and the conflicts in the Middle East, and supply chain disruptions; the potential for violence, civil unrest, criminal activity or terrorist activities at our properties; the availability of comprehensive insurance coverage; security breaches that could compromise our information technology or infrastructure; changes in market rates of interest; our international activities subjecting us to risks that are different from or greater than those associated with our domestic operations, including changes in foreign exchange rates; the impact of our substantial indebtedness on our future operations, including covenants in the governing agreements that impose restrictions on us that may affect our ability to operate freely; any disruption in the financial markets that may adversely affect our ability to access capital for growth and satisfy our ongoing debt service requirements; any change in our credit rating; our continued ability to maintain our status as a REIT; changes in tax laws or regulations that result in adverse tax consequences; risks associated with the acquisition, development, redevelopment, expansion, leasing and management of properties; the inability to lease newly developed properties on favorable terms; risks relating to our joint venture properties, including guarantees of certain joint venture indebtedness;reducingtheemissionseffects ofgreenhouseclimategaseschange; environmental liabilities; natural or other disasters; uncertainties regarding the impact of pandemics, epidemics or public health crises, and the associated governmental restrictions on our business, financial condition, results of operations, cash flow and liquidity; and general risks related to real estate investments, including the illiquidity of real estate investments. The Company discusses these and other risks and uncertainties under the heading "Risk Factors" in Part 1, Item 1A of this Annual Report on Form 10-K. The Company may update that discussion in subsequent other periodic reports, but except as required by law, the Company undertakes no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise.
Full comparison: every changed paragraph (82)
Simon Property Group, Inc. is aan DelawareIndiana corporation that operates as a self-administered and self-managed real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code. REITs will generally not be liable for U.S. federal corporate income taxes as long as they distribute not less than 100% of their REIT taxable income. Simon Property Group, L.P. is our majority-owned DelawareIndiana partnership subsidiary that owns directly or indirectly all of our real estate properties and other assets. In this discussion, unless stated otherwise or the context otherwise requires, references to "Simon" mean Simon Property Group, Inc. and references to the "Operating Partnership" mean Simon Property Group, L.P. References to "we," "us" and "our" mean collectively Simon, the Operating Partnership and those entities/subsidiaries owned or controlled by Simon and/or the Operating Partnership. According to the amended and restated Operating Partnership's partnership agreement, the Operating Partnership is required to pay all expenses of Simon.
We own, develop and manage premier shopping, dining, entertainment and mixed-use destinations, which consist primarily of malls, Premium Outlets®, and The Mills®. As of December 31, 2024,2025, we owned or held an interest in 194212 income-producing properties in the United States, which consisted of 92108 malls, 70 Premium Outlets, 1416 Mills, six lifestyle centers, and 12 other retail properties in 3738 states and Puerto Rico. We also own an 88% noncontrolling interest in The Taubman Realty Group, LLC, or TRG, which has an interest in 22 regional, super-regional, and outlet malls in the U.S. and Asia. In addition, we have redevelopment and expansion projects, including the addition of anchors, big box tenants, and restaurants, underway at several properties in the North America, Europe and Asia. Internationally, as of December 31, 2024,2025, we had ownership in 35 Premium Outlets and Designer Outlet42 properties primarily located in Asia, Europe, and Canada. As of December 31, 2024,2025, we also owned a 22.4%22.2% equity stake in Klépierre SA, or Klépierre, a publicly traded, Paris-based real estate company, which owns, or has an interest in, shopping centers located in 1413 countries in Europe. We also have interests in investments in retail operations (such as Catalyst Brands LLC, or Catalyst); an e-commerce venture (Rue Gilt Groupe, or RGG, which operates shop.simon.com), and Jamestown (a global real estate investment and management company), collectively, our other platform investments.
As of December 31, 2024, and until October 31, 2025, we owned an 88% noncontrolling interest in The Taubman Realty Group, LLC, or TRG. As further discussed in Note 4 to the financial statements, on October 31, 2025, we acquired the remaining 12% interest which we did not previously own, or the TRG Acquisition.
We invest in real estate properties to maximize total financial return which includes both operating cash flows and capital appreciation. We seek growth in earnings, funds from operations, or FFO, real estate FFO, and cash flows by enhancing the profitability and operation of our properties and investments. We seek to accomplish this growth through the following:
Portfolio NOI increased 4.6%4.7% in 20242025 as compared to 2023.2024. Average base minimum rent for U.S. Malls and Premium Outlets increased 2.5%4.7% to $60.97 psf as of December 31, 2025, from $58.26 psf as of December 31, 2024, from $56.82 psf as of December 31, 2023.2024. Ending occupancy for our U.S. Malls and Premium Outlets increaseddecreased 0.7%0.1% to 96.4% as of December 31, 2025, from 96.5% as of December 31, 2024, from 95.8% as of December 31, 2023, primarily due to strong leasing demand.2024.
Our effective overall borrowing rate at December 31, 20242025 on our consolidated indebtedness increased 1325 basis points to 3.62%3.87% as compared to 3.49%3.62% at December 31, 2023.2024. This increase was primarily due to an increase in the effective overall borrowing rate on the fixed rate debt of 1425 basis points, due to increasing benchmark rates on new USD and EUR bond issuances.rates. The weighted average years to maturity of our consolidated indebtedness was 7.0 years and 8.1 years at December 31, 20242025 and 2023.2024, respectively.
Subsequent to 2025, on January 13, 2026, the Operating Partnership completed the issuance of $800 million of senior unsecured notes with a fixed interest rate of 4.30% and a maturity date of January 15, 2031. The proceeds were used to fund the redemption at par of the Operating Partnership’s $800 million notes maturing on January 15, 2026.
The portfolio data discussed in this overview includes the following key operating statistics: ending occupancy, and average base minimum rent per square foot. We include acquired properties in this data beginning in the year of acquisition and remove disposed properties in the year of disposition. For comparative information purposes, we separate the information related to The Mills and TRG from our other U.S. operations. We also do not include any information for properties located outside the United States.
During the twelve months ended December 31, 2024,2025, we signed 1,1491,112 new leases and 2,5492,035 renewal leases (excluding recent acquisitions, mall anchors and majors, new development, redevelopment and leases with terms of one year or less) with a fixed minimum rent across our U.S. Malls and Premium Outlets portfolio, comprising approximately 13.511.4 million square feet, of which 10.48.8 million square feet related to consolidated properties. During the comparable period in 2023,2024, we signed 1,1851,149 new leases and 1,8412,549 renewal leases with a fixed minimum rent, comprising approximately 10.913.5 million square feet, of which 8.310.4 million square feet related to consolidated properties. The average annual initial base minimum rent for new leases was $65.09 per square foot in 2025 and $66.61 per square foot in 2024 and $66.39 per square foot in 2023 with an average tenant allowance on new leases of $60.33$63.92 per square foot and $64.31$60.33 per square foot, respectively.
Year Ended December 31, 2025 vs. Year Ended December 31, 2024
Lease income increased $449.4 million during 2025, primarily due to an increase in fixed minimum lease consideration, higher occupancy, and the property transactions noted above.
Other income decreased $59.9 million, primarily due to a $56.6 million decrease in interest income, a net decrease in mixed use and franchise operations of $18.9 million and a $7.0 million decrease in lease settlements, partially offset by a $14.8 million increase in net other income primarily related to the property transactions noted above and a $7.8 million increase in land sale activity.
Property operating expense increased $51.2 million as a result of our acquisition and development activity.
Depreciation and amortization increased $161.1 million primarily due to our acquisition and development activity.
Real estate taxes increased $42.5 million primarily due to successful property tax appeals in 2024, the majority of which related to prior years, as well as our acquisition activity noted above.
Home and regional office costs increased $28.5 million and general and administrative increased $16.1 million, due to increased personnel and compensation costs, including adjustments to performance-based stock compensation accruals to reflect current results and our expectations of future performance.
Other expenses decreased $7.5 million primarily due to a net $25.3 million decrease in mixed use and franchise operations and a $5.5 million decrease in legal and other professional fees, partially offset by a $23.3 million increase in net other expenses primarily related to the property transactions.
Interest expense increased $69.0 million primarily related to an increase of $61.0 million due to new USD unsecured bond issuances in 2025 and 2024, an increase of $27.0 million related to the property transactions, and an increase of $8.8 million related to draws on the USD and Euro revolving credit facilities in 2025, partially offset by a $51.5 million decrease due to USD bond payoffs in 2025 and 2024.
A pre-tax non-cash net loss of $86.1 million was recorded during 2025, included in (Loss) gain due to disposal, exchange, or revaluation of equity interests, net, primarily related to certain restructuring activities within Catalyst and the reduction in the carrying value of certain equity interests. During 2024, we sold all of our remaining interests in ABG for cash proceeds of $1.2 billion, resulting in a pre-tax gain of $414.8 million. Additionally, in 2024 we recorded a non-cash pre-tax gain of $100.5 million upon J.C. Penney’s acquisition of the retail operations of SPARC Group, an other-than-temporary impairment charge of $57.0 million, representing our pre-development costs associated with an unconsolidated joint venture development project, and a reduction in the carrying value of certain equity interests.
Income and other tax expense increased $12.5 million primarily due to improved year-over-year operations from other platform investments, partially offset by the tax impact from the gain on sale of our remaining interest in ABG during 2024 of $103.7 million, and the 2025 non-cash tax impact related to the restructuring activities within Catalyst noted above.
Income from unconsolidated entities increased $296.8 million primarily due to improved results of operations from our other platform investments and strong performance of our domestic and international joint venture properties.
We recorded net non-cash unrealized losses of $106.1 million in 2025 and $17.4 million in 2024 as a result of mark-to-market activity on publicly traded equity instruments and the change in fair value of a derivative instrument.
During 2025, we recorded a $2.9 billion gain related to the remeasurement of our previously held 88% noncontrolling equity interest in TRG to fair value as a result of the TRG Acquisition, recorded a $21.6 million non-cash gain on the disposition of one unconsolidated property, and a $2.8 million gain related to excess insurance proceeds, partially offset by a $4.0 million loss on the disposition of certain Klépierre assets. During 2024, we recorded a net loss of $75.8 million, which is primarily related to the disposition of two retail properties for a net loss of $69.8 million, an impairment on a joint venture investment of $19.3 million and a $4.1 million loss on the disposition of certain assets by Klépierre, partially offset by a gain from the disposition of a property held in the former TRG portfolio, our share of which was $10.6 million, and a $4.6 million gain on excess insurance proceeds.
Simon’s net income attributable to noncontrolling interests increased $378.4 million primarily related to an increase in the limited partners’ portion of the TRG Acquisition gain.
For the purposes of the following comparisons between the years ended December 31, 2024 and 2023 and the years ended December 31, 2023 and 2022, the above transactions are referred to as the property transactions. In the following discussions of our results of operations, “comparable” refers to properties we owned and operated in both years in the year to year comparisons.
Interest expense increased $51.1 million primarily related to an increase of $81.8 million due to new USD unsecured bond issuances, an increase of $35.0 million due to the Euro exchangeable bond issuance in 2023, an increase of $6.1 million on secured debt and the effect of the balance increase of the Credit Facility during 2023 of $1.4 million, partially offset by a decrease of $46.1 million due to USD unsecured bond payoffs during 2024 and 2023, and a decrease of $27.1 million due to thea Supplemental Facility repayment during 2023.
Income and other tax expense decreased $58.6 million primarily due to results of operations from our other platform investments and transactions within our TRS, partially offset by the aforementioned ABG, J.C. Penney, and SPARC Group transactions which increased tax expense ofby $37.8 million year-over-year.
Year Ended December 31, 2023 vs. Year Ended December 31, 2022
Lease income increased $259.2 million, due to an increase in fixed lease income of $286.7 million primarily due to an increase in fixed minimum lease consideration and higher occupancy, partially offset by a decrease in variable lease income based on tenant reported sales of $27.5 million.
Total other income increased $99.1 million, primarily due to a $56.6 million increase in interest income, a $52.0 million increase in mixed use and franchise operations income, a $13.1 million increase in dividend and distribution income and a $3.7 million increase in Simon Brand Ventures, fee and other income, partially offset by a $17.0 million decrease in lease settlement income and a $9.3 million decrease in land sale activity.
Home and regional office costs increased $23.0 million primarily due to increased personnel and compensation costs.
Other expense increased $35.6 million primarily due to increased mixed use and franchise operations expenses of $50.8 million, partially offset by the 2022 write-off of $13.4 million in development costs related to an international development project in Germany we no longer intended to pursue.
Interest expense increased $93.4 million primarily related to new USD bond issuances during 2023 of $69.5 million, activity with regards to the Credit Facilities of $24.5 million and $8.8 million from increased variable rates, partially offset by a USD bond payoff during 2023 of $14.7 million and a Euro bond payoff during 2022 of $9.8 million.
During 2023, SPARC Group issued equity to a third party resulting in the dilution of our ownership to 33.3% and a deemed disposal of a proportional interest of our investment. As a result, we recognized a non-cash pre-tax gain on the deemed disposal of $145.8 million. During 2023, ABG completed multiple capital transactions which resulted in the dilution of our ownership and multiple deemed disposals of a proportional interest of our investment. As a result, we recognized non-cash pre-tax gains on the deemed disposals of $59.1 million. During 2023, we also recorded our share of the gain on the sale of a portion of our ABG interests of $157.1 million. During 2022, we recorded a $159.0 million non-cash gain as a result of the sale to ABG of all of our interests in the Eddie Bauer licensing venture for additional interests in ABG, partially offset by a loss of $37.8 million on the revaluation or disposal of other investments.
Income and other tax expense decreased $1.6 million primarily related to the 2022 Eddie Bauer licensing transaction noted above of $39.7 million and an overall lower tax expense on our share of operating results from our other platform investments of approximately $27.2 million, partially offset by the tax impact of the SPARC and ABG transactions in 2023 noted above of $69.3 million.
Income from unconsolidated entities decreased $272.3 million primarily due to lower results of operations from our other platform investments.
During 2023, we recorded an $11.2 million loss on the disposition of certain assets by Klépierre and an impairment on a joint venture property, our share of which was $8.6 million, partially offset by an $8.7 million gain on the disposition of certain assets by a joint venture investment and an $8.1 million gain on excess insurance proceeds. During 2022, we recorded a $19.9 million gain on the disposition of one unconsolidated property, a $2.1 million gain related to excess insurance proceeds and a $1.3 million gain on the disposition of certain assets by Klépierre, partially offset by a $17.7 million loss primarily related to the disposition of one consolidated property.
Simon’s net income attributable to noncontrolling interests increased $21.0 million due to an increase in the net income of the Operating Partnership.
Our balance of cash and cash equivalents increaseddecreased $231.4$577.2 million during 20242025 to $1.4$823.1 billionmillion as of December 31, 20242025 as further discussed below.
On December 31, 2024,2025, we had an aggregate available borrowing capacity of approximately $8.2$7.7 billion under the Credit Facilities, net of letters of credit of $8.6$3.1 million. For the year ended December 31, 2024,2025, the maximum aggregate outstanding balance under the Credit Facilities was $325.1$1.0 millionbillion and the weighted average outstanding balance was $311.1$693.4 million. The weighted average interest rate was 5.29%4.30% for the year ended December 31, 2024.2025.
Our net cash flow from operating activities and distributions of capital from unconsolidated entities totaled $4.1$4.5 billion during 2024.2025. In addition, we had net repayments of debtproceeds from our debt financing and repayment activities of $1.9$390.4 billionmillion in 2024.2025. These activities are further discussed below under “Financing and Debt.” During 2024,2025, we also:
At December 31, 2024,2025, our unsecured debt, excluding discounts and debt issuance costs, consisted of $19.1 billion of senior unsecured notes of the Operating PartnershipPartnership, anda $323.7€350 million ($410.9 million U.S. dollar equivalent) unsecured term loan, $460 million outstanding under the Credit Facility.Facility and $355 million outstanding under the Commercial Paper program.
The Credit Facility canhas an initial borrowing capacity of $5.0 billion, which may be increased in the form of additional commitments in anthe aggregate not to exceed $1.0 billion, for a total aggregate size of $6.0 billion, subject to obtaining additional lender commitments and satisfying certain customary conditions precedent. Borrowings may be denominated in U.S. dollars, Euro, Yen, Pounds, Sterling, Canadian dollars and Australian dollars. Borrowings in currencies other than the U.S. dollar are limited to 97% of the maximum revolving credit amount, as defined. The initial maturity date of the Credit Facility is June 30, 2027. The Credit Facility can be extended for two additional six-month periods to June 30, 2028, at our sole option, subject to satisfying certain customary conditions precedent.
The Supplemental Facility,Facility has a borrowing capacity of $3.5 billion, which may be increased to $4.5 billion during its term subject to obtaining additional lender commitments and satisfying certain customary conditions precedent and provides for borrowings denominated in U.S. dollars, Euro, Yen, Pounds, Sterling, Canadian dollars and Australian dollars. Borrowings in currencies other than the U.S. dollar are limited to 100% of the maximum revolving credit amount, as defined. The initial maturity date of the Supplemental Facility is January 31, 2029 and can be extended for an additional year to January 31, 2030 at our sole option, subject to satisfyingthe certaincontinued customarycompliance conditionswith precedent.the terms thereof.
On December 31, 20242025 we had an aggregate available borrowing capacity of $8.2$7.7 billion under the Credit Facilities. The maximum aggregate outstanding balance under the Facilities during the year ended December 31, 20242025 was $325.1$1.0 millionbillion and the weighted average outstanding balance was $311.1$693.4 million. Letters of credit of $8.6$3.1 million were outstanding under the Facilities as of December 31, 2024.2025.
UnderThe theOperating Partnership also has available a Commercial Paper program,program of $2.0 billion, or the non-U.S. dollar equivalent thereof. The Operating Partnership may issue unsecured commercial paper notes, denominated in U.S. dollars, Euro and other currencies. Notes issued in non-U.S. currencies may be issued by one or more subsidiaries of the Operating Partnership and are guaranteed by the Operating Partnership. Notes will be sold under customary terms in the U.S. and Euro commercial paper note markets and rank (either by themselves or as a result of the guarantee described above) pari passu with the Operating Partnership's other unsecured senior indebtedness. The Commercial Paper program is supported by the Credit Facilities, and if necessary or appropriate, we may make one or more draws under either of the Credit Facilities to pay amounts outstanding from time to time on the Commercial Paper program. OnAs of December 31, 2024,2025, we had no$355.0 million outstanding balance under the Commercial Paper program.program, Borrowingsfully undercomprised theof CommercialU.S. Paperdollar programdenominated reducenotes with a weighted average interest rate of 4.04%. These borrowings have a weighted average maturity date of January 22, 2026 and reduced amounts otherwise available under the Credit Facilities.
On January 10, 2023, the Operating Partnership completed interest rate swap agreements with a combined notional value at €750.0 million to swap the interest rate of the Euro denominated borrowings outstanding under the Supplemental Facility to an all-in fixed rate of 3.81%. These interest rate swaps were terminated in connection with the repayment of these borrowings on November 14, 2023.
On March 8, 2023, the Operating Partnership completed the issuance of the following senior unsecured notes: $650 million with a fixed interest rate 5.50%, and $650 million with a fixed interest rate of 5.85%, with maturity dates of March 8, 2033 and March 8, 2053, respectively. The Operating Partnership used a portion of the net proceeds of the offering to fund the optional redemption of its $500 million floating rate notes due January 2024 on March 13, 2023.
On April 28, 2023 the Operating Partnership completed a borrowing of $180.0 million under the Credit Facility and subsequently unencumbered two properties.
On June 1, 2023, the Operating Partnership completed the redemption, at par, of its $600 million 2.75% notes at maturity.
OnSubsequent Novemberto 9,2025, 2023,on January 13, 2026, the Operating Partnership completed the issuance of the$800 followingmillion of senior unsecured notes: $500 million with a fixed interest rate of 6.25%4.30% and $500 million with a fixed interest rate of 6.65%, with maturity datesdate of January 15, 2034 and January 15, 2054, respectively.2031. The proceeds were used to redeem,fund the redemption at par,par itsof $600the Operating Partnership’s $800 million 3.75% notes at maturitymaturing on FebruaryJanuary 1,15, 2024.2026.
During the fourth quarter of 2025, we exchanged 568,896 shares of Klépierre to settle the conversion of €15.4 million ($18.1 million U.S. dollar equivalent) of the Operating Partnership’s exchangeable bonds. See further discussion in Note 6. The balance of the exchangeable bonds is €734.6 million ($862.4 million U.S. dollar equivalent) as of December 31, 2025.
On August 19, 2025, the Operating Partnership completed the issuance of $700 million of senior unsecured notes with a fixed interest rate of 4.375% and a maturity date of October 1, 2030, and $800 million of senior unsecured notes with a fixed interest rate of 5.125% and a maturity date of October 1, 2035. A portion of the proceeds were used to redeem, at par, its $1.1 billion 3.50% senior unsecured notes at maturity on September 1, 2025. Another portion of the proceeds were used to repay the €500 million outstanding under the Supplemental Facility on October 8, 2025.
On May 12, 2025, the Operating Partnership drew €500 million under the Supplemental Facility. The proceeds were used to fund the redemption at par of the Operating Partnerships €500 million notes maturing on May 13, 2025.
On April 25, 2025, the Operating Partnership drew $155 million under the Credit Facility.
On January 29, 2025, the Operating Partnership drew €376 million under the Credit Facility and used the proceeds to facilitate the acquisition of two Italian assets. On March 13, 2025, we repaid €18 million that had been outstanding under the Credit Facility at December 31, 2024. On March 20, 2025, the Operating Partnership entered into a €350 million unsecured term loan with a maturity date of March 20, 2027, and swapped the interest rate to an all-in fixed rate of 2.5965% which matures on March 20, 2026. The proceeds of the term loan, along with cash on hand, were used to repay the then remaining €376 million outstanding under the Credit Facility.
On October 1, 2024, the Operating Partnership completed the redemption, at par, of its $900 million 3.375% senior unsecured notes at maturity.
On November 14, 2023, the Operating Partnership completed the issuance of €750.0 million senior unsecured bonds ($808.0 million U.S. dollar equivalent) with a maturity date of November 14, 2026 and a fixed interest rate of 3.50%. The bonds are exchangeable into shares of Klépierre at the option of the holder of the bond at an initial common price of €27.2092. We may elect to settle the exchange with cash instead of shares. The proceeds were used to repay €750.0 million ($815.4 million U.S. dollar equivalent) outstanding under the Supplemental Facility on November 17, 2023. The exchangeable option within the bonds has been determined to meet the criteria for bifurcation.
On October 1, 2024, the Operating Partnership completed the redemption, at par, of its $900.0 million 3.38% senior unsecured notes at maturity.
Total mortgage indebtedness was $5.0$8.2 billion and $5.2$5.0 billion at December 31, 20242025 and 2023,2024, respectively. On October 31, 2025, as part of the TRG Acquisition, discussed in Note 4, consolidated mortgage debt increased $3.1 billion.
What changed in the latest 10-Q
Risk Factors
Through the period covered by this report there were no material changes to the Risk Factors disclosed under Item 1A. Risk Factors in Part I of the combined 2025 Annual Report on Form 10-K of Simon and the Operating Partnership.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Six months ended June 30, 2026 vs. Six months ended June 30, 2025”
Largest changes
During the firstsee in full comparisonquarterhalf of 2026, we settled the conversion of €173.5547.1 million ($201.4$641.6 million U.S. dollar equivalent) of the Operating Partnership’s exchangeable bonds, which are exchangeable at the option of the bondholder into shares of Klépierre, reducing the outstanding balance to €561.1187.5 million ($645.5$213.9 million U.S. dollar equivalent) as ofMarchJune31,30, 2026. Amounts settled through the exchange of Klépierre shares are discussed in Note6 of the condensed notes to the consolidated financial statements.6. The remaining conversions were settled in cash for €78.9548.7 million ($90.9$643.3 million U.S. dollar equivalent). Subsequent toMarchJune31,30, 2026, we settled additional conversions of €373.586.3 million of the exchangeable bonds in cash for €468.7115.7 million, further reducing the exchangeable bonds’ outstanding balance to €187.6101.2million, through the use of existing liquidity and the issuance of commercial paper.million.
“(Loss) gain due to disposal, exchange, or revaluation of equity interests, net, decreased $98.8 million. In 2026, we recorded transition and restructuring costs of $18.3 million related to Catalyst and to the TRG Acquisition. In 2025, we recorded a net pre-tax gain within Catalyst of $80.5 million, primarily because of the deconsolidation of Forever 21.”see in full comparison
“Income and other tax (expense) benefit decreased $36.6 million, due to a larger tax benefit related to Catalyst operations and restructuring charges of $9.9 million, as well as a non-cash tax expense of $27.8 million related to the gain from Catalyst related to the deconsolidation of Forever 21 during 2025.”see in full comparison
(Loss) gain due to disposal, exchange, or revaluation of equity interests, net, decreasedsee in full comparison$17.6$116.4 million. In 2026, we recorded transition and restructuring costs of$6.3$12.0 millionseparatelyrelated to Catalyst and to the TRG Acquisition. In2025,2025ourwesharerecorded a gain oftransition$104.5costsmillionrecordeddue to a net pre-tax gain withinCatalystCatalyst,wasprimarily$24.0becausemillion.of the deconsolidation of Forever 21.
see in full comparisonWeDuring 2026, we recorded a $64.3 million gain related to the exchange of 4,074,711 shares of Klépierre to settle the conversion of €110.3 million of the Operating Partnership’s exchangeablebonds.bonds, partially offset by a non-cash other-than-temporary impairment charge representing our remaining equity method investment in a real estate venture of $8.7 million. During 2025, we recognized a $9.6 million loss on the disposition of certain Klépierre assets.
Full comparison: every changed paragraph (68)
We own, develop and manage premier shopping, dining, entertainment and mixed-use destinations, which consist primarily of malls, Premium Outlets®, and The Mills®. As of MarchJune 31,30, 2026, we owned or held an interest in 212 income-producing properties in the United States, which consisted of 108107 malls, 6968 Premium Outlets, 16 Mills, six lifestyle centers, and 1315 other retail properties in 38 states and Puerto Rico. Internationally, as of MarchJune 31,30, 2026, we had ownership in 42 properties primarily located in Asia, Europe, and Canada. As of MarchJune 31,30, 2026, we also owned a 20.7% equity stake in Klépierre SA, or Klépierre, a publicly traded, Paris-based real estate company which owns, or has an interest in, shopping centers located in 13 countries in Europe. We also have interests in investments in retail operations (such as Catalyst Brands LLC, or Catalyst); an e-commerce venture (Rue Gilt Groupe, or RGG, which operates shop.simon.com), and Jamestown (a global real estate investment and management company), collectively, our other platform investments.
Diluted earnings per share and diluted earnings per unit increasedwere $0.21$2.97 during the first threesix months of 2026 to $1.48 from $1.27 forand the same period last year. The increasechanges into the components of these diluted earnings per share and diluted earnings per unit was primarily attributableconsisted toof:
Portfolio NOI increased 6.7%7.5% for the threesix month period in 2026 over the prior year period primarily as a result of improved operations in our domestic and international portfolios and our acquisition activity. Average base minimum rent for U.S. Malls and Premium Outlets increased 5.2%6.3% to $61.99$62.42 psf as of MarchJune 31,30, 2026, from $58.92$58.70 psf as of MarchJune 31,30, 2025. Ending occupancy for our U.S. Malls and Premium Outlets increased 0.1% towas 96.0% as of Marcheach 31,of June 30, 2026, from 95.9% as of March 31,and 2025.
Our effective overall borrowing rate at MarchJune 31,30, 2026 on our consolidated indebtedness increased 30 basis points to 3.90%3.93% as compared to 3.60%3.63% at MarchJune 31,30, 2025. This is primarily due to increasesan increase in the effective overall borrowing rate on the fixed rate debt of 58 basis points and the amount of variable rate debt, partially offset by a decrease in the effective overall borrowing rate on the variable rate debt of 5525 basis points. The weighted average years to maturity of our consolidated indebtedness was 7.16.9 years and 7.0 years at MarchJune 31,30, 2026 and December 31, 2025, respectively.
Our financing activity for the threesix months ended MarchJune 31,30, 2026 included:
Subsequent to MarchJune 31,30, 2026, we settled additional conversions of €373.586.3 million of the exchangeable bonds in cash for €468.7115.7 million, further reducing the exchangeable bonds’ outstanding balance to €187.6101.2 million,million. throughAdditionally, thewe useunencumbered ofone property from its $375.0 million mortgage using existing liquidity and the issuance of commercial paper.liquidity.
During the threesix months ended MarchJune 31,30, 2026, we signed 241544 new leases and 480934 renewal leases (excluding mall anchors and majors, new development, redevelopment and leases with terms of one year or less) with a fixed minimum rent across our U.S. Malls and Premium Outlets portfolio, comprising approximately 3.05.9 million square feet, of which 2.44.7 million square feet related to consolidated properties. During the comparable period in 2025, we signed 259526 new leases and 550997 renewal leases with a fixed minimum rent, comprising approximately 3.15.7 million square feet, of which 2.44.3 million square feet related to consolidated properties. The average annual initial base minimum rent for new leases was $82.00$78.58 per square foot in 2026 and $71.05$67.36 per square foot in 2025 with an average tenant allowance on new leases of $43.73$53.67 per square foot and $64.33$60.79 per square foot, respectively.
Three months ended MarchJune 31,30, 2026 vs. Three months ended MarchJune 31,30, 2025
Other income increased $9.0 million as a result of a $19.1 million increase in Simon Media and Experiences and a $4.5 million increase in mixed use and franchise income, partially offset by a $14.6 million decrease in interest income.
Other income increased $16.6 million, of which $16.1 million relates to our acquisition activity.
Property operating expenses increased $33.9$31.6 million, ofdue whichto $24.6inflationary cost increases and $27.2 million relatesrelated to our acquisition activity and inflationary cost increases.activity.
Depreciation and amortization increased $130.8$120.8 million, of which $121.2 million relatesrelated to our acquisition activity.
Real estate taxes increased $28.5$26.6 million, of which $21.2$20.0 million relates to our acquisition activity, and due to a large successful property tax appeal inimpacting 2025.
Home and regional office costs increased $12.3 million due to increased personnel and compensation costs, including adjustments to performance-based stock compensation accruals to reflect current results and our expectations of future performance.
Repairs and maintenance increased $10.1 million, of which $5.5 million relates to our acquisition activity, inflationary cost increases, and an increase in snow removal costs in 2026.
General and administrative increased $41.7 million, which includes $40.0 million of accelerated stock compensation expense.
InterestOther expenseexpenses increased $48.7$14.0 million, of which $39.3$7.1 million relates to our acquisition activity.activity, and due to an increase in legal fees.
Interest expense increased $48.4 million, of which $38.5 million related to our acquisition activity, and due to increases related to USD note and commercial paper issuances of $32.8 million, partially offset by a USD bond payoff of $16.2 million and the reduced amounts outstanding on the Euro exchangeable bond, which reduced interest expense by $5.7 million.
(Loss) gain due to disposal, exchange, or revaluation of equity interests, net, decreased $17.6$116.4 million. In 2026, we recorded transition and restructuring costs of $6.3$12.0 million separately related to Catalyst and to the TRG Acquisition. In 2025,2025 ourwe sharerecorded a gain of transition$104.5 costsmillion recordeddue to a net pre-tax gain within CatalystCatalyst, wasprimarily $24.0because million.of the deconsolidation of Forever 21.
Income and other tax (expense) benefit increaseddecreased $12.3$24.3 million, primarily due to the non-cash tax expense of $27.8 million related to unfavorablethe year-over-year operationsgain from otherCatalyst platformprimarily investments.because of the deconsolidation of Forever 21 in 2025.
(Loss) Income from unconsolidated entities decreased $51.6 million, primarily due to lower results of operations from our other platform investments, partially offset by a strong performance of our domestic and international joint venture properties.
We recorded a non-cash unrealized gain in 2026 of $25.4 million due to the change in fair value of a derivative instrument and net, non-cash unrealized losses of $56.4 million in 2026 and $50.5 million in 2025 of $36.8 million as a result of mark-to-market activity on publicly traded equity instruments and the change in fair value of a derivative instrument.
During 2026, we recorded an $8.7 million non-cash other-than-temporary impairment charge representing our remaining equity method investment in a real estate venture. During 2025, we recognized a $9.6 million loss on the disposition of certain Klépierre assets.
Six months ended June 30, 2026 vs. Six months ended June 30, 2025
Lease income increased $541.4 million, driven by an increase of $386.7 million due to our acquisition activity, our development activity, and increases in fixed and variable lease consideration.
Other income increased $25.6 million as a result of a $30.7 million increase in Simon Media and Experiences, an $8.7 million increase in mixed use and franchise income, a $5.6 million increase in distribution income and other income sources and a $4.7 million increase in lease settlement income, partially offset by a $24.1 million decrease in interest income.
Property operating expenses increased $65.6 million, due to inflationary cost increases and $48.9 million related to our acquisition activity.
Depreciation and amortization increased $251.7 million, of which $242.2 million relates to our acquisition activity.
Real estate taxes increased $55.1 million, of which $41.2 million relates to our acquisition activity, and due to a large successful property tax appeal impacting 2025.
Repairs and maintenance increased $16.5 million, of which $9.9 million relates to our acquisition activity, inflationary cost increases, and an increase in snow removal costs in 2026.
Home and regional office costs increased $14.9 million due to increased personnel and compensation costs, including adjustments to performance-based stock compensation accruals to reflect current results and our expectations of future performance.
General and administrative increased $39.4 million, which includes $40.0 million of accelerated stock compensation expense.
Interest expense increased $97.1 million, of which $77.8 million relates to our acquisition activity, and due to increases related to USD note and commercial paper issuances of $60.3 million and a $2.4 million increase due to the issuance of a Euro term loan, partially offset by a USD bond payoff of $31.3 million and the reduced amounts outstanding on the Euro exchangeable bond which reduced interest expense by $13.5 million.
(Loss) gain due to disposal, exchange, or revaluation of equity interests, net, decreased $98.8 million. In 2026, we recorded transition and restructuring costs of $18.3 million related to Catalyst and to the TRG Acquisition. In 2025, we recorded a net pre-tax gain within Catalyst of $80.5 million, primarily because of the deconsolidation of Forever 21.
Income and other tax (expense) benefit decreased $36.6 million, due to a larger tax benefit related to Catalyst operations and restructuring charges of $9.9 million, as well as a non-cash tax expense of $27.8 million related to the gain from Catalyst related to the deconsolidation of Forever 21 during 2025.
Income from unconsolidated entities decreased $55.4 million, primarily due to lower results of operations from our other platform investments, partially offset by a strong performance of our domestic and international joint venture properties.
We recorded net non-cash unrealized losses of $31.0 million in 2026 and $87.2 million in 2025 as a result of mark-to-market activity on publicly traded equity instruments and the change in fair value of a derivative instrument.
WeDuring 2026, we recorded a $64.3 million gain related to the exchange of 4,074,711 shares of Klépierre to settle the conversion of €110.3 million of the Operating Partnership’s exchangeable bonds.bonds, partially offset by a non-cash other-than-temporary impairment charge representing our remaining equity method investment in a real estate venture of $8.7 million. During 2025, we recognized a $9.6 million loss on the disposition of certain Klépierre assets.
Because we own long-lived income-producing assets, our financing strategy relies primarily on long-term fixed rate debt. Floating rate debt comprised 4.6%4.5% of our total consolidated debt at MarchJune 31,30, 2026. We also enter into interest rate protection agreements from time to time to manage our interest rate risk. We derive most of our liquidity from positive net cash flow from operations and distributions of capital from unconsolidated entities that totaled $942.3$2.3 millionbillion in the aggregate during the threesix months ended MarchJune 31,30, 2026. The Credit Facilities and the Commercial Paper program provide alternative sources of liquidity as our cash needs vary from time to time. Borrowing capacity under these sources may be increased as discussed further below.
Our balance of cash and cash equivalents decreasedincreased $280.2$195.9 million during the first threesix months of 2026 to $543.0$1.0 millionbillion as of MarchJune 31,30, 2026 as a result of the operating and financing activity, as further discussed in “Cash Flows” below.
On MarchJune 31,30, 2026, we had an aggregate available borrowing capacity of approximately $7.5$7.7 billion under the Credit Facilities, net of letters of credit of $3.1 million. For the threesix months ended MarchJune 31,30, 2026, the maximum aggregate outstanding balance under the Credit Facilities was $460.0 million and the weighted average outstanding balance was $460.0$429.5 million. The weighted average interest rate was 3.97%4.06% for the threesix months ended MarchJune 31,30, 2026.
Our net cash flow from operating activities and distributions of capital from unconsolidated entities for the threesix months ended MarchJune 31,30, 2026 totaled $942.3$2.3 million.billion. In addition, we had net proceeds from our debt financing and repayment activities of $15.8$504.4 million in the first threesix months of 2026. These activities are further discussed below under “Financing and Debt.” During the first threesix months of 2026, we also:
At MarchJune 31,30, 2026, our unsecured debt, excluding discounts and debt issuance costs, consisted of $18.9$19.0 billion of senior unsecured notes of the Operating Partnership, a €350.0 million ($402.7$399.3 million U.S. dollar equivalent) unsecured term loan, a $460.0 million unsecured term loan, and $846.4 million outstanding under the Credit Facility, and $537.2 million Commercial Paper program.
Borrowings under the Supplemental Facility bear interest, at our election, at either (i) (x) for Term Benchmark Loans, the Term SOFR Rate, the applicable Local Rate, the term CORRA Rate, the Adjusted EURIBOR Rate, or the Adjusted TIBOR Rate, (y) for RFR Loans, if denominated in Sterling, SONIA, if denominated in U.S. dollars, Daily Simple SOFR and, if denominated in Canadian dollars, Daily Simple CORRA, or (z) for Daily SOFR Loans, the Floating Overnight Daily SOFR Rate, in each case of clauses (x) through (z) above, plus a margin determined by our corporate credit rating of between 0.625% and 1.350% or (ii) for loans denominated in U.S. dollars only, the Base Rate (which rate is equal to the greatest of the prime rate, the federal funds effective rate plus 0.500% or the Term SOFR Rate for an interest period of one month plus 1.000%), plus a margin determined by our corporate credit rating of between 0.000% and 0.350%.The Supplemental Facility includes a facility fee determined by our corporate credit rating of between 0.100% and 0.300% on the aggregate revolving commitments under the Supplemental Facility. Based upon our current credit ratings at MarchJune 31,30, 2026, the interest rate on the Supplemental Facility is SOFR plus 65.0 basis points.
At MarchJune 31,30, 2026, we had an aggregate available borrowing capacity of $7.5$7.7 billion under the Credit Facilities. The maximum aggregate outstanding balance under the Credit Facilities during the threesix months ended MarchJune 31,30, 2026 was $460.0 million and the weighted average outstanding balance was $460.0$429.5 million. Letters of credit of $3.1 million were outstanding under the Credit Facilities as of MarchJune 31,30, 2026.
The Operating Partnership also has available thea Commercial Paper program of $2.0 billion, or the non-U.S. dollar equivalent thereof. The Operating Partnership may issue unsecured commercial paper notes, denominated in U.S. dollars, Euro and other currencies. Notes issued in non-U.S. currencies may be issued by one or more subsidiaries of the Operating Partnership and are guaranteed by the Operating Partnership. Notes will be sold under customary terms in the U.S. and Euro commercial paper note markets and rank (either by themselves or as a result of the guarantee described above) pari passu with the Operating Partnership's other unsecured senior indebtedness. The Commercial Paper program is supported by the Credit Facilities and, if necessary or appropriate, we may make one or more draws under either of the Credit Facilities to pay amounts outstanding from time to time on the Commercial Paper program. On MarchJune 31,30, 2026, we had $537.2$846.4 million outstanding under the Commercial Paper program, fully comprised of U.S. dollar denominated notes with a weighted average interest rate of 3.94%.3.96%. These borrowings have a weighted average maturity date of MayJuly 6,17, 2026 and reduced amounts otherwise available under the Credit Facilities.
During the first quarterhalf of 2026, we settled the conversion of €173.5547.1 million ($201.4$641.6 million U.S. dollar equivalent) of the Operating Partnership’s exchangeable bonds, which are exchangeable at the option of the bondholder into shares of Klépierre, reducing the outstanding balance to €561.1187.5 million ($645.5$213.9 million U.S. dollar equivalent) as of MarchJune 31,30, 2026. Amounts settled through the exchange of Klépierre shares are discussed in Note 6 of the condensed notes to the consolidated financial statements.6. The remaining conversions were settled in cash for €78.9548.7 million ($90.9$643.3 million U.S. dollar equivalent). Subsequent to MarchJune 31,30, 2026, we settled additional conversions of €373.586.3 million of the exchangeable bonds in cash for €468.7115.7 million, further reducing the exchangeable bonds’ outstanding balance to €187.6101.2 million, through the use of existing liquidity and the issuance of commercial paper.million.
On January 13, 2026, the Operating Partnership completed the issuance of $800 million of senior unsecured notes with a fixed interest rate of 4.30% and a maturity date of January 15, 2031. The proceeds were used to redeem, at par, its $800 million 3.30% senior unsecured notes at maturity on January 15, 2026.
On August 19, 2025, the Operating Partnership completed the issuance of $700 million of senior unsecured notes with a fixed interest rate of 4.375% and a maturity date of October 1, 2030, and $800 million of senior unsecured notes with a fixed interest rate of 5.125% and a maturity date of October 1, 2035. A portion of the proceeds were used to redeem, at par, its $1.1 billion 3.50% senior unsecured notes at maturity on September 1, 2025. Another portion of the proceeds were used to repay the €500 million outstanding under the Supplemental Facility on October 8, 2025.
On May 12, 2025, the Operating Partnership drew €500 million under the Supplemental Facility. The proceeds were used to fund the redemption at par of the Operating Partnerships €500 million notes maturing on May 13, 2025.
On April 25, 2025, the Operating Partnership drew $155 million under the Credit Facility.
On JanuaryJune 29,18, 2025, the Operating Partnership drew €376 million under the Credit Facility and used the proceeds to facilitate the acquisition of two Italian assets. On March 13, 2025, we repaid €18 million that had been outstanding under the Credit Facility at December 31, 2024. On March 20, 2025,2026, the Operating Partnership entered into a €350.0$460.0 million unsecured term loan with a maturity date of MarchJune 20,18, 2027,2031, and swapped the interest rate to an all-in fixed rate of 2.6% which matured on March 20, 2026.4.02%. The proceeds of the term loan, along with cash on hand,loan were used to repay the then remaining €376$460.0 million outstanding under the Credit Facility.
On June 15, 2026, the Operating Partnership completed the issuance of €500.0 million of senior unsecured notes with a fixed interest rate of 3.65% and a maturity date of June 15, 2031.
On January 13, 2026, the Operating Partnership completed the issuance of $800.0 million of senior unsecured notes with a fixed interest rate of 4.30% and a maturity date of January 15, 2031. The proceeds were used to redeem, at par, its $800.0 million 3.30% senior unsecured notes at maturity on January 15, 2026.
On August 19, 2025, the Operating Partnership completed the issuance of $700.0 million of senior unsecured notes with a fixed interest rate of 4.375% and a maturity date of October 1, 2030, and $800.0 million of senior unsecured notes with a fixed interest rate of 5.125% and a maturity date of October 1, 2035. A portion of the proceeds were used to redeem, at par, its $1.1 billion 3.50% senior unsecured notes at maturity on September 1, 2025. Another portion of the proceeds were used to repay the €500.0 million outstanding under the Supplemental Facility on October 8, 2025.
On May 12, 2025, the Operating Partnership drew €500.0 million under the Supplemental Facility. The proceeds were used to fund the redemption at par of the Operating Partnerships €500.0 million notes maturing on May 13, 2025.
On April 25, 2025, the Operating Partnership drew $155.0 million under the Credit Facility.
On January 29, 2025, the Operating Partnership drew €376.0 million under the Credit Facility and used the proceeds to facilitate the acquisition of two Italian assets. On March 13, 2025, we repaid €18.0 million that had been outstanding under the Credit Facility at December 31, 2024. On March 20, 2025, the Operating Partnership entered into a €350.0 million unsecured term loan with a maturity date of March 20, 2027, which has been subsequently extended to March 20, 2029, and swapped the interest rate to an all-in fixed rate of 2.6% which matured on March 20, 2026. The proceeds of the term loan, along with cash on hand, were used to repay the then remaining €376.0 million outstanding under the Credit Facility.
Total mortgage indebtedness was $8.1 billion and $8.2 billion at MarchJune 31,30, 2026 and December 31, 2025, respectively. On October 31, 2025, as part of the TRG Acquisition, discussed in Note 4 of the condensed notes to the consolidated financial statements, the Operating Partnership’s consolidated debt increased $3.1 billion. Subsequent to June 30, 2026, we unencumbered one property from its $375.0 million mortgage using existing liquidity.
Our unsecured debt agreements contain financial covenants and other non-financial covenants. The Credit Facilities contain ongoing covenants relating to total and secured leverage to capitalization value, minimum earnings before interest, taxes, depreciation, and amortization, or EBITDA, and unencumbered EBITDA coverage requirements. Payment under the Credit Facilities can be accelerated if the Operating Partnership or Simon is subject to bankruptcy proceedings or upon the occurrence of certain other events. If we were to fail to comply with these covenants, after the expiration of the applicable cure periods, the debt maturity could be accelerated or other remedies could be sought by the lender, including adjustments to the applicable interest rate. As of MarchJune 31,30, 2026, we were in compliance with all covenants of our unsecured debt.
SPG insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 22 Form 4 filings (11 insiders, 2 trade dates, 4,659 shares, about $993.8K) and open-market sales in 0 filings. Net open-market shares: 4,659 (purchases minus sales); net value about $993.8K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-30 | Roe Peggy |
Open-market purchase | 88 | $202.78 | $17.8K |
| 2026-09-30 | Stewart Marta R |
Open-market purchase | 199 | $202.78 | $40.4K |
| 2026-09-30 | Smith Daniel C. |
Open-market purchase | 350 | $202.78 | $71.0K |
| 2026-09-30 | Selig Stefan M |
Open-market purchase | 208 | $202.78 | $42.2K |
| 2026-09-30 | Rodkin Gary M |
Open-market purchase | 232 | $202.78 | $47.0K |
| 2026-09-30 | Lewis Randall J |
Open-market purchase | 65 | $202.78 | $13.2K |
| 2026-09-30 | Leibowitz Reuben S |
Open-market purchase | 480 | $202.78 | $97.3K |
| 2026-09-30 | Jones Nina P |
Open-market purchase | 46 | $202.78 | $9.3K |
| 2026-09-30 | Glasscock Larry C |
Open-market purchase | 367 | $202.78 | $74.4K |
| 2026-09-30 | Cicco Martin J |
Open-market purchase | 15 | $202.78 | $3.0K |
| 2026-09-30 | Aeppel Glyn |
Open-market purchase | 222 | $202.78 | $45.0K |
| 2026-08-31 | Jackson Matthew A |
Shares withheld for tax | 250 | $214.56 | $53.6K |
| 2026-08-31 | Sokolov Richard S |
Shares withheld for tax | 2,306 | $214.56 | $494.8K |
| 2026-08-31 | Simon Eli |
Shares withheld for tax | 5,821 | $214.56 | $1.2M |
| 2026-08-31 | Kelly Kevin M |
Shares withheld for tax | 1,434 | $214.56 | $307.7K |
| 2026-06-30 | Selig Stefan M |
Open-market purchase | 33 | $224.01 | $7.4K |
| 2026-06-30 | Selig Stefan M |
Open-market purchase | 187 | $223.14 | $41.7K |
| 2026-06-30 | Roe Peggy |
Open-market purchase | 3 | $223.31 | $670 |
| 2026-06-30 | Roe Peggy |
Open-market purchase | 80 | $223.14 | $17.9K |
| 2026-06-30 | Roe Peggy |
Open-market purchase | 6 | $223.27 | $1.3K |
| 2026-06-30 | Leibowitz Reuben S |
Open-market purchase | 430 | $223.14 | $96.0K |
| 2026-06-30 | Leibowitz Reuben S |
Open-market purchase | 25 | $223.94 | $5.6K |
| 2026-06-30 | Leibowitz Reuben S |
Open-market purchase | 53 | $225.03 | $11.9K |
| 2026-06-30 | Glasscock Larry C |
Open-market purchase | 330 | $223.14 | $73.6K |
| 2026-06-30 | Glasscock Larry C |
Open-market purchase | 13 | $223.10 | $2.9K |
| 2026-06-30 | Glasscock Larry C |
Open-market purchase | 54 | $224.92 | $12.1K |
| 2026-06-30 | Cicco Martin J |
Open-market purchase | 2 | $223.37 | $447 |
| 2026-06-30 | Cicco Martin J |
Open-market purchase | 13 | $223.14 | $2.9K |
| 2026-06-30 | Stewart Marta R |
Open-market purchase | 179 | $223.14 | $39.9K |
| 2026-06-30 | Stewart Marta R |
Open-market purchase | 2 | $224.07 | $448 |
| 2026-06-30 | Stewart Marta R |
Open-market purchase | 1 | $224.10 | $224 |
| 2026-06-30 | Smith Daniel C. |
Open-market purchase | 11 | $223.32 | $2.5K |
| 2026-06-30 | Smith Daniel C. |
Open-market purchase | 47 | $224.41 | $10.5K |
| 2026-06-30 | Smith Daniel C. |
Open-market purchase | 314 | $223.14 | $70.1K |
| 2026-06-30 | Rodkin Gary M |
Open-market purchase | 43 | $224.31 | $9.6K |
| 2026-06-30 | Rodkin Gary M |
Open-market purchase | 4 | $223.25 | $893 |
| 2026-06-30 | Rodkin Gary M |
Open-market purchase | 209 | $223.14 | $46.6K |
| 2026-06-30 | Lewis Randall J |
Open-market purchase | 58 | $223.14 | $12.9K |
| 2026-06-30 | Lewis Randall J |
Open-market purchase | 4 | $223.51 | $894 |
| 2026-06-30 | Jones Nina P |
Open-market purchase | 2 | $223.49 | $447 |
| 2026-06-30 | Jones Nina P |
Open-market purchase | 41 | $223.14 | $9.1K |
| 2026-06-30 | Aeppel Glyn |
Open-market purchase | 199 | $223.14 | $44.4K |
| 2026-06-30 | Aeppel Glyn |
Open-market purchase | 44 | $224.33 | $9.9K |
| 2026-05-13 | Roe Peggy |
Grant/award | 1,073 | — | — |
| 2026-05-13 | Stewart Marta R |
Grant/award | 1,122 | — | — |
| 2026-05-13 | Leibowitz Reuben S |
Grant/award | 1,159 | — | — |
| 2026-05-13 | Cicco Martin J |
Grant/award | 1,073 | — | — |
| 2026-05-13 | Smith Daniel C. |
Grant/award | 1,073 | — | — |
| 2026-05-13 | Selig Stefan M |
Grant/award | 1,109 | — | — |
| 2026-05-13 | Rodkin Gary M |
Grant/award | 1,073 | — | — |
| 2026-05-13 | Lewis Randall J |
Grant/award | 1,073 | — | — |
| 2026-05-13 | Jones Nina P |
Grant/award | 1,073 | — | — |
| 2026-05-13 | Glasscock Larry C |
Grant/award | 1,233 | — | — |
| 2026-05-13 | Aeppel Glyn |
Grant/award | 1,122 | — | — |
Well-known investors holding SPG (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Davis Selected Advisers (Chris Davis) | 2026-06-30 | 49,318 | $11.0M | 0.05% | Reduced 2% |