Simon Property Group SPG · USD

11. Segments and Geographic LocationsOur primary business is the ownership, development and management of premier shopping, dining, entertainment and mixed-use destinations, which consist primarily of malls, Premium Outlets, and The Mills. We identify our operating segments based on how our chief operating decision maker (“CODM”) allocates resources, assesses performance, and makes decisions. Our CODM is our President and Chief Executive Officer who is actively involved in all aspects of the portfolio operations. We have aggregated our consolidated real estate operations, including malls, Premium Outlets, The Mills, and our consolidated international real estate operations into one reportable segment because they have similar economic characteristics and we provide similar products and services to similar types of, and in many cases, the same, tenants. Revenue earned from these segment operations represents substantially all of lease income reported on the consolidated statements of operations and comprehensive income, all of which is generated from external customers, with the exception of eliminations made to remove our share of lease income earned from tenants in which we have an ownership interest. The primary financial measure the CODM uses to measure the operating performance of the consolidated real estate operations is net operating income (“NOI”), which is reconciled to consolidated net income below. The Company believes that NOI is helpful to investors as a measure of operating performance because it is a direct measure of the actual operating results of the Company’s properties and because it is a widely recognized measure of the performance of REITs providing a relevant basis for comparison among REITs. Non-segment revenue includes Management Fees and Other revenues, described earlier in Note 3, and the majority of Other income, which primarily includes interest income and miscellaneous activities such as land sales, dividends received from certain investments and other activities as disclosed through these notes to the extent material, as well as eliminations. None of our unconsolidated investments meet the materiality threshold required for separate reporting as a reportable segment, though we have included disclosures related to the activities of these investments in Note 6.

10. Commitments and ContingenciesLitigationWe are involved from time-to-time in various legal and regulatory proceedings that arise in the ordinary course of our business, including, but not limited to, commercial disputes, environmental matters, and litigation in connection with transactions such as acquisitions and divestitures. We believe that current proceedings will not have a material adverse effect on our financial condition, liquidity or results of operations. We record a liability when a loss is considered probable and the amount can be reasonably estimated.Lease CommitmentsAs of December 31, 2025, we are subject to ground leases that cover all or a portion of 29 of our consolidated properties with termination dates extending through 2105, including periods for which exercising an extension option is reasonably assured. These ground leases generally require us to make fixed annual rental payments, or a fixed annual rental payment plus a percentage rent component based upon the revenues or total reported sales of the property. In addition, we have several regional office locations that are subject to leases with termination dates ranging from 2026 to 2034. These office leases generally require us to make fixed annual rental payments plus pay our share of common area, real estate, and utility expenses. Some of our ground and office leases include escalation clauses. All of our lease arrangements are classified as operating leases. We incurred ground lease expense and office lease expense, which are included in other expense and home office and regional expense, respectively, as follows: ​​​​​​​​​​​​​For the Year Ended ​​December 31, ​ ​ ​ ​2025 ​ ​ ​2024​2023Operating Lease Cost​​​​​​​​​Fixed lease cost​$ 37,071​$ 35,518​$ 34,112Variable lease cost​​ 17,089​​ 16,232​​ 16,930Total operating lease cost​$ 54,160​$ 51,750​$ 51,042​​​​​​​​​​​​​For the Year Ended ​​December 31, ​​2025​2024​2023Other Information​​​​​​​​​Cash paid for amounts included in the measurement of lease liabilities​​​​​​​​​Operating cash flows from operating leases​$ 54,111​$ 51,690​$ 50,967​​​​​​​​​​Weighted-average remaining lease term - operating leases​​30.6 years​​32.0 years​​32.3 yearsWeighted-average discount rate - operating leases​​5.32%​​5.32%​​4.

7. IndebtednessOur mortgages and unsecured indebtedness, excluding the impact of derivative instruments, consist of the following as of December 31:​​​​​​​​​​ ​ ​ ​2025 ​ ​ ​2024 Fixed-Rate Debt:​​​​​​​Mortgage notes, including $1,065 and $1,518 of net premiums and $9,924 and $8,749 of debt issuance costs, respectively. Weighted average interest and maturity of 4.40% and 2.3 years at December 31, 2025.​$ 7,904,730​$ 4,788,845​Unsecured notes and Credit Facilities (see below), including $73,175 and $74,733 of net discounts and $105,863 and $120,559 of debt issuance costs, respectively. ​ 19,834,822​ 19,187,150​Commercial Paper (see below)​​ 355,000​​ —​Total Fixed-Rate Debt​ 28,094,552​ 23,975,995​Variable-Rate Debt:​​​​​​​Mortgage notes, including $2,066 and $1,954 of debt issuance costs, respectively. Weighted average interest and maturity of 4.58% and 1.97 years at December 31, 2025.​ 311,024​ 210,739​Credit Facilities​ —​ 18,696​Total Variable-Rate Debt​ 311,024​ 229,435​Other Debt Obligations and Other​ 24,599​ 59,065​Total Mortgages and Unsecured Indebtedness​$ 28,430,175​$ 24,264,495​​General. Our unsecured debt agreements contain financial covenants and other non-financial covenants. If we were to fail to comply with these covenants, after the expiration of the applicable cure periods, the debt maturity could be accelerated or other remedies could be sought by the lender, including adjustments to the applicable interest rate. As of December 31, 2025, we were in compliance with all covenants of our unsecured debt.At December 31, 2025, our consolidated subsidiaries were the borrowers under 41 non-recourse mortgage notes secured by mortgages on 44 properties and other assets, including two separate pools of cross-defaulted and cross-collateralized mortgages encumbering a total of five properties. 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.

4. Real Estate Acquisitions and DispositionsWe acquire interests in properties to generate both current income and long-term appreciation in value. We acquire interests in individual properties or portfolios of real estate companies that meet our investment criteria and sell properties which no longer meet our strategic criteria. Unless otherwise noted below, gains and losses on these transactions are included in (Loss) gain on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net in the accompanying consolidated statements of operations and comprehensive income. We capitalize asset acquisition costs and expense costs related to business combinations, as well as disposition related costs as they are incurred. We incurred a minimal amount of transaction expenses during 2025, 2024, and 2023. Refer to Note 6 for disclosure of unconsolidated joint venture acquisitions and dispositions.Our acquisition and disposition activity for the periods presented are as follows:2025 AcquisitionsOn November 17, 2025, we completed the acquisition of a 100% interest in a retail property, Phillips Place, located in Charlotte, North Carolina. The cash consideration including working capital was $143.8 million. Upon acquisition, we recorded $133.3 million of investment property. The property is unencumbered. We accounted for this transaction as an asset acquisition.On October 31, 2025, we closed on the acquisition of the remaining 12% interest in TRG which we did not previously own in exchange for approximately 5.06 million units in the Operating Partnership. As a result of this acquisition, we obtained control of and consolidated TRG as of the acquisition date. TRG has an interest in 22 regional, super-regional, and outlet malls in the U.S. and Asia, 11 of which are now consolidated and 11 of which are accounted for under the equity method upon the acquisition. The 11 consolidated properties are now reported within our Real estate segment in Note 11. This acquisition aligns with our strategy of owning high-quality assets, unlocking operational synergies and driving further innovation. The acquisition was accounted for as a business combination requiring a remeasurement of our previously held 88% noncontrolling equity interest to fair value, which resulted in the recognition of a non-cash gain of $2.

Cybersecurity Risk Management and StrategyWe have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information. We execute a risk-based approach to identify and assess the cybersecurity threats that could affect our business and information systems. Our cybersecurity risk management program includes a cybersecurity incident response plan and dedicated cybersecurity incident response team (“CSIRT”). We do not have actual or contractual access to the systems or information maintained by our tenants, who maintain their own cybersecurity risk management programs to protect their operations from various risks from cybersecurity threats. We use the National Institute of Standards and Technology Cybersecurity Framework and CIS Critical Security Controls as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business. This does not imply that we meet any particular technical standards, specifications, or requirements.Our cybersecurity risk management program is integrated with our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, public relations and financial risk areas.

8. EquitySimon’s Board of Directors is authorized to reclassify excess common stock into one or more additional classes and series of capital stock, to establish the number of shares in each class or series and to fix the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, and qualifications and terms and conditions of redemption of such class or series, without any further vote or action by the stockholders. The issuance of additional classes or series of capital stock may have the effect of delaying, deferring or preventing a change in control of us without further action of the stockholders. The ability to issue additional classes or series of capital stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from acquiring, a majority of Simon’s outstanding voting stock.Holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders, other than for the election of directors. The holders of Simon’s Class B common stock have the right to elect up to four members of Simon’s Board of Directors. All 8,000 outstanding shares of the Class B common stock are subject to a voting trust in which David Simon and Eli Simon are trustees. Shares of Class B common stock convert automatically into an equal number of shares of common stock upon the occurrence of certain events and can be converted into shares of common stock at the option of the holders.Common Stock and Unit Issuances and RepurchasesIn 2025, Simon issued 116,558 shares of common stock to two limited partners of the Operating Partnership in exchange for an equal number of units pursuant to the partnership agreement of the Operating Partnership. During the year ended December 31, 2025, the Operating Partnership redeemed 41,510 units from six limited partners for $7.3 million. In 2024, Simon issued 55,000 shares of common stock to a limited partner of the Operating Partnership in exchange for an equal number of units pursuant to the partnership agreement of the Operating Partnership. During the year ended December 31, 2024, the Operating Partnership redeemed 288,350 units from eight limited partners for $42.3 million. These transactions increased Simon’s ownership interest in the Operating Partnership.

9. Lease IncomeFixed lease income under our operating leases includes fixed minimum lease consideration and fixed CAM reimbursements recorded on a straight-line basis. Variable lease income includes consideration based on reported sales, as well as reimbursements for real estate taxes, utilities, marketing, and certain other items including negative variable lease income as discussed in Note 3.​​​​​​​​​​​​​​​For the Year Ended ​​​December 31, ​ ​ ​ ​ ​ ​ ​2025 ​ ​ ​2024​2023Fixed lease income​​$ 4,727,341​$ 4,365,734​$ 4,145,288Variable lease income​​​ 1,111,819​​ 1,024,026​​ 1,019,047Total lease income​​$ 5,839,160​$ 5,389,760​$ 5,164,335​Tenant receivables and accrued revenue in the accompanying consolidated balance sheets includes straight-line receivables of $565.5 million and $539.6 million at December 31, 2025 and 2024, respectively.

1. OrganizationSimon Property Group, Inc. is an Indiana corporation that operates as a self-administered and self-managed real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code. REITs will generally not be liable for U.S. federal corporate income taxes as long as they distribute not less than 100% of their REIT taxable income. Simon Property Group, L.P. is our majority-owned Indiana partnership subsidiary that owns directly or indirectly all of our real estate properties and other assets. 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. Unless otherwise indicated, these notes to consolidated financial statements apply to both Simon and 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, 2025, we owned or held an interest in 212 income-producing properties in the United States, which consisted of 108 malls, 70 Premium Outlets, 16 Mills, six lifestyle centers, and 12 other retail properties in 38 states and Puerto Rico. Internationally, as of December 31, 2025, we had ownership interests in 42 properties primarily located in Asia, Europe, and Canada. As of December 31, 2025, we also owned a 22.2% equity stake in Klépierre SA, or Klépierre, a publicly traded, Paris-based real estate company which owns, or has an interest in, shopping centers located in 13 countries in Europe. 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.