Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

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Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Simon

Market Information

Simon’s common stock trades on the New York Stock Exchange under the symbol “SPG”.

Holders

The number of holders of record of common stock outstanding was 1,080 as of January 31, 2024. The Class B common stock is subject to two voting trusts as to which Herbert Simon and David Simon are the 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.

Dividends

We must pay a minimum amount of dividends to maintain Simon’s status as a REIT. Simon’s future dividends and future distributions of the Operating Partnership will be determined by Simon’s Board of Directors, in its sole discretion, based on actual and projected financial condition, liquidity and results of operations, cash available for dividends and limited partner distributions, cash reserves as deemed necessary for capital and operating expenditures, financing covenants, if any, and the amount required to maintain Simon’s status as a REIT.

Common stock cash dividends paid during 2023 aggregated $7.45 per share. Common stock cash dividends during 2022 aggregated $6.90 per share. On February 5, 2024, Simon’s Board of Directors declared a quarterly cash dividend for the first quarter of 2024 of $1.95 per share, payable on March 29, 2024 to shareholders of record on March 8, 2024.

We offer a dividend reinvestment plan that allows Simon’s stockholders to acquire additional shares by automatically reinvesting cash dividends. Shares are acquired pursuant to the plan at a price equal to the prevailing market price of such shares, without payment of any brokerage commission or service charge.

Unregistered Sales of Equity Securities

There were no unregistered sales of equity securities made by Simon during the quarter ended December 31, 2023.

Issuances Under Equity Compensation Plans

For information regarding the securities authorized for issuance under our equity compensation plans, see Item 12 of this Annual Report on Form 10-K.

Issuer Purchases of Equity Securities


				Total number	Approximate
				of shares	value of shares
				purchased as	that may yet
	Total number	Average		part of publicly	be purchased
	of shares	price paid		announced	under
Period	purchased	per share		plans	plans (1)
October 1, 2023 - October 31, 2023	316,368	$	108.32	316,368	$	1,679,728,717
November 1, 2023 - November 30, 2023	—	$	—	—	$	1,679,728,717
December 1, 2023 - December 31, 2023	5,738	$	123.46	5,738	$	1,679,020,324
	322,106	$	108.59	322,106

(1)

On May 9, 2022, Simon’s Board of Directors authorized a common stock repurchase plan commencing on May 16, 2022, or the Repurchase Program. Under the program, the Company may purchase up to $2.0 billion of its common stock during the two-year period ending May 16, 2024 in open market or privately negotiated transactions, at prices that the Company deems appropriate and subject to market conditions, applicable law, and other factors deemed relevant in the Company’s sole discretion. On February 8, 2024, Simon’s Board of Directors authorized a new common stock repurchase program which replaces the existing Repurchase Program immediately, where the Company may purchase up to $2.0 billion of its common stock over the next 24 months. As Simon repurchases shares under these programs, the Operating Partnership repurchases an equal number of units from Simon.

The Operating Partnership

Market Information

There is no established trading market for units or preferred units.

Holders

The number of holders of record of units was 230 as of January 31, 2024.

Distributions

The Operating Partnership makes distributions on its units in amounts sufficient to maintain Simon's qualification as a REIT. Simon is required each year to distribute to its stockholders at least 90% of its REIT taxable income after certain adjustments. Future distributions will be determined by Simon’s Board of Directors, in its sole discretion, based on actual and projected financial condition, liquidity and results of operations, cash available for distributions, cash reserves as deemed necessary for capital and operating expenditures, financing covenants, if any, and the distributions that may be required to maintain Simon's status as a REIT.

Distributions during 2023 aggregated $7.45 per unit. Distributions during 2022 aggregated $6.90 per unit. On February 5, 2024, Simon’s Board of Directors declared a quarterly cash dividend for the first quarter of 2024 of $1.95 per share, payable on March 29, 2024 to shareholders of record on March 8, 2024. The distribution rate on the Operating Partnership’s units is equal to the dividend rate on Simon’s common stock.

Unregistered Sales of Equity Securities

There were no unregistered sales of equity securities made by the Operating Partnership during the quarter ended December 31, 2023.

Issuer Purchases of Equity Securities

During the quarter ended December 31, 2023, the Operating Partnership redeemed 18,919 units from four limited partners for $2.6 million in cash.

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