filings.toolsSimon Property Group (SPG) 10-K risk factor changes: FY2025 vs FY2024
The 2025-12-31 10-K against the 2024-12-31 one, compared heading by heading and sentence by sentence.
Item 1A46 rewritten13 added7 removed457 unchanged
All filing items1,606 rewritten664 added449 removed3,111 unchanged
Summary
counted, not written
- Item 1A lists 35 risk factor headings: 0 new, 3 reworded and 32 unchanged since FY2024. 0 headings from FY2024 no longer appear.
- Sentence by sentence, 664 added, 449 removed, 1,606 rewritten and 3,111 unchanged across 13 items that differ.
New Item 1A headings (0)
No risk factor heading in this filing is absent from FY2024.
Removed Item 1A headings (0)
Every FY2024 risk factor heading is still here, word for word or reworded.
Reworded Item 1A headings (3)
- We may not be able to lease
[removed: newly developed][added: new or 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. - Acts of violence, civil unrest or criminal activity, actual or threatened terrorist attacks and inappropriate and unacceptable behavior by
[removed: consumers][added: visitors] 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,
[removed: and the evolution of][added: as well as evolving] consumer preferences and purchasing habits.
A heading is new when no FY2024 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
20 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2025; struck-through words were in FY2024. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
46 rewritten, 13 added, 7 removed, 457 unchanged
| | ● | We may not be able to lease [removed: newly developed] [added: new or 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. |
| | ● | Acts of violence, civil unrest or criminal activity, actual or threatened terrorist attacks and inappropriate and unacceptable behavior by [removed: consumers] [added: visitors] 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, [removed: and the evolution of] [added: as well as evolving] consumer preferences and purchasing habits. |
| | ● | [removed: domestic issues, such as government policies] [added: macroeconomic] and [removed: regulations,] [added: geopolitical conditions, including implemented and threatened] tariffs, [added: retaliatory tariffs and trade disputes,] energy prices, market dynamics, rising [added: or elevated] interest rates, [removed: inflation] [added: inflation, government policies] and [removed: limited] [added: regulations, and] growth [removed: in] [added: levels of] consumer [removed: income as well as from actual or perceived changes in economic] [added: income, consumer perception of such] conditions, [removed: which can result] [added: and the impact on such conditions] from global events such as [removed: international trade disputes,] a foreign debt crisis, foreign currency volatility, natural disasters, war, such as the war in Ukraine and the conflict in Israel, [added: Gaza and the surrounding areas, epidemics and pandemics, the fear of spread of contagious disease, civil unrest and terrorism;] |
| | ● | levels of consumer spending, changes in consumer [removed: confidence,] [added: preferences,] income levels, and fluctuations in seasonal spending in the United States and internationally; |
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, [added: and] the value of our properties, [added: any of] which could directly or indirectly materially and adversely affect our financial condition, operating results and overall asset value.
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 [added: seeking of a lease modification with us.]
Certain other tenants [removed: are] [added: could be] entitled to modify the economic or other terms of, or terminate, their existing leases with us in the event of such closures.
[removed: As a result of the increased bargaining power of creditworthy retail] tenants, there may be downward pressure on our rental rates and occupancy levels, and this increased bargaining power may also result in us having to increase our spend on tenant improvements and potentially make other lease modifications in order to attract or retain tenants, any of which, in the aggregate, could materially and adversely affect us.
We may not be able to lease [removed: newly developed] [added: new or 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 [added: or redeveloped] properties to an appropriate mix of tenants that generates optimal customer traffic.
[added: 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.
Acts of violence, civil unrest or criminal activity, actual or threatened terrorist attacks and inappropriate and unacceptable behavior by [removed: consumers] [added: visitors] 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, [removed: and the evolution of] [added: as well as evolving] consumer preferences and purchasing habits.
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 [removed: store][added: store.]
Governments and other authorities could respond to epidemics, pandemics or other health crises, by imposing or re-imposing measures intended to control the spread of disease, including restrictions on freedom of movement, group gatherings and business operations [removed: such as travel bans, border closings, business closures, quarantines, stay-at-home, shelter-in-place orders, density limitations and social distancing measures.]
These risks, and the potential impact thereof, may be exacerbated by the volume and complexity of such activity, as well as inflationary pressures, [added: tariffs,] rising interest rates, supply chain disruptions and labor shortages.
[removed: Moreover, if a property is mortgaged, we may not be able to obtain a release] of the lien on that property without the payment of the associated debt and/or a substantial prepayment penalty, which could restrict our ability to dispose of the property, even though the sale might otherwise be desirable.
[removed: Also, the failure of the Operating Partnership or any subsidiary partnership or limited liability company to qualify as a disregarded entity or partnership for applicable income tax purposes could cause] it to become subject to federal and state corporate income tax, which would reduce significantly the amount of cash available for debt service and for distribution to its partners or members, including Simon.
[added: As a] result, we might be required to liquidate or forgo otherwise attractive investments.
U.S. stockholders that are individuals, trusts and estates generally may deduct up to 20% of the ordinary dividends (e.g., dividends not designated as capital gain dividends or qualified dividend income) received from a REIT for taxable years beginning before January 1, [removed: 2026.]
[removed: New] legislation, Treasury regulations, administrative interpretations or court decisions could significantly and negatively affect the ability of Simon and the Subsidiary REITs to qualify to be taxed as REITs and/or the U.S. federal income tax consequences to us and our investors of such qualification.
[added: Other] provisions of Simon’s charter and by-laws could have the effect of delaying or preventing a change of control even if some of Simon’s stockholders or the Operating Partnership’s unitholders or preferred unitholders deem such a change to be in their best interests.
As of December 31, [removed: 2024,] [added: 2025,] our consolidated mortgages and unsecured indebtedness, excluding related premium, discount and debt issuance costs, totaled [removed: $24.5] [added: $28.6] billion.
We depend on [added: 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.
[removed: Our access to financing depends on our credit ratings, the willingness of lending institutions] and [removed: 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.
Additionally, a high interest rate environment, [removed: 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.
As of December 31, [removed: 2024,] [added: 2025,] we had approximately [removed: $229.4] [added: $311.0] million of outstanding consolidated indebtedness that bears interest at variable rates, and we may incur more variable rate indebtedness in the future.
As of December 31, [removed: 2024,] [added: 2025,] we owned interests in [removed: 99] [added: 110] income-producing properties with other parties.
Of those, [removed: 20] [added: 22] properties are included in our consolidated financial statements.
We apply the equity method of accounting to the other [removed: 79] [added: 88] properties (the joint venture [removed: properties) and] [added: properties),] our investments in Klépierre (a publicly traded, Paris-based real estate company), [removed: 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 [removed: 48] [added: 51] of these [removed: 79] [added: 88] 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, [removed: 24] [added: 29] are in our international joint ventures.
[removed: These international properties are] managed locally by joint ventures in which we share control of the properties with our partner.
The remaining joint venture properties, [removed: Klépierre, TRG,] [added: Klépierre] and our other platform investments are managed by joint ventures in which we share control.
As of December 31, [removed: 2024,] [added: 2025,] the Operating Partnership guaranteed joint venture-related mortgage indebtedness of [removed: $109.8] [added: $118.8] million.
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 [removed: 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 [removed: information Moreover, generative AI or machine learning models may create incomplete, inaccurate, or otherwise flawed outputs, some of which may be difficult to detect.][added: information.]
If we cannot use AI, [removed: or] if our use is restricted, [added: 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 [added: competitive disadvantage.]
As of December 31, [removed: 2024,] [added: 2025,] we held interests in consolidated and joint venture properties that operate in Austria, Canada, France, [removed: Italy,] Germany, [added: Indonesia, Italy,] Japan, Malaysia, Mexico, the Netherlands, [added: the People’s Republic of China,] South Korea, Spain, Thailand, and the United Kingdom.
As a result of the increased bargaining power of creditworthy retail
such as travel bans, border closings, business closures, quarantines, stay-at-home, shelter-in-place orders, density limitations and social distancing measures.
| | ● | we may face construction delays or higher construction costs caused by potential increases in the cost of imported goods and materials due to threatened or implemented tariffs and international trade disputes, supply chain disruptions and/or shortages; |
Moreover, if a property is mortgaged, we may not be able to obtain a release
Also, the failure of the Operating Partnership or any subsidiary partnership or limited liability company to qualify as a disregarded entity or partnership for applicable income tax purposes could cause
2026.
New
Our access to financing depends on our credit ratings, the willingness of lending institutions and other debt investors to grant credit to us
These international properties are
confidentiality.
Moreover, generative AI or machine learning models may create incomplete, inaccurate, or otherwise flawed outputs, some of which may be difficult to detect.
Despite the risks related to AI, many of our competitors, retailers and consumers are increasingly using AI in their decision-making processes.
| | ● | difficulties in managing international operations, in particular where our properties are held in joint ventures; |
| | | Gaza and surrounding areas, epidemics and pandemics, the fear of spread of contagious diseases, civil unrest and terrorism; |
seeking of a lease modification with us.
If we elect to pursue a “mixed use”
As a
Other
competitive disadvantage.
| | ● | difficulties in managing international operations; |
An excerpt. Shown here: 40 of 46 rewritten, all 13 added and all 7 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors in the FY2025 filing and the FY2024 filing.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
203 rewritten, 90 added, 73 removed, 355 unchanged
Simon Property Group, Inc. is [removed: a Delaware] [added: 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.
Simon Property Group, L.P. is our majority-owned [removed: Delaware] [added: Indiana] partnership subsidiary that owns directly or indirectly all of our real estate properties and other assets.
As of December 31, [removed: 2024,] [added: 2025,] we owned or held an interest in [removed: 194] [added: 212] income-producing properties in the United States, which consisted of [removed: 92] [added: 108] malls, 70 Premium Outlets, [removed: 14] [added: 16] Mills, six lifestyle centers, and 12 other retail properties in [removed: 37] [added: 38] states and Puerto Rico.
In addition, we have redevelopment and expansion projects, including the addition of anchors, big box tenants, and restaurants, underway at several properties in [removed: the] North America, Europe and Asia.
Internationally, as of December 31, [removed: 2024,] [added: 2025,] we had ownership in [removed: 35 Premium Outlets and Designer Outlet] [added: 42] properties primarily located in Asia, Europe, and Canada.
As of December 31, [removed: 2024,] [added: 2025,] we also owned a [removed: 22.4%] [added: 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 [removed: 14] [added: 13] countries in Europe.
We seek growth in earnings, funds from operations, or FFO, [added: real estate FFO,] and cash flows by enhancing the profitability and operation of our properties and investments.
| | ● | maintain sufficient flexibility to access capital in many forms, both public and private, including but not limited to, having in place, the Operating Partnership’s $5.0 billion unsecured revolving credit facility, or the Credit Facility, its $3.5 billion supplemental unsecured revolving credit facility, or its Supplemental Facility, [added: and] together, the Credit Facilities and its global unsecured commercial paper note program, or the Commercial Paper program, of $2.0 billion, or the non-U.S. dollar equivalent thereof, and |
Diluted earnings per share and diluted earnings per unit increased [removed: $0.28] [added: $6.91] during [removed: 2024] [added: 2025] to [removed: $7.26] [added: $14.17] as compared to [removed: $6.98] [added: $7.26] in [removed: 2023.][added: 2024.]
| | ● | improved operating performance and solid core business fundamentals in [removed: 2024,] [added: 2025,] as discussed below, |
| | ● | increased lease income in [removed: 2024] [added: 2025] of [removed: $225.4] [added: $449.4] million, or [removed: $0.60] [added: $1.19] per diluted share/unit, |
| | ● | [removed: decreased] [added: increased] income and other tax expense of [removed: $58.6] [added: $12.5] million, or [removed: $0.16] [added: $0.03] per diluted share/unit, primarily due to transactional activity and [removed: unfavorable] [added: favorable] year-over-year results of operations from other platform [removed: investments,] [added: investments.] |
| | ● | [removed: decreased] [added: increased] income from unconsolidated entities of [removed: $168.3] [added: $296.8] million, or [removed: $0.45] [added: $0.79] per diluted share/unit, the majority of which is due to [removed: lower results of] [added: improved year-over-year] operations from other platform [removed: investments, partially offset by] [added: investments and] improved operations and core fundamentals in our other unconsolidated entities, [added: partially offset by] |
| | ● | increased interest expense of [removed: $51.1] [added: $69.0] million, or [removed: $0.14] [added: $0.18] per diluted share/unit, primarily due to new USD and EUR bond issuances [removed: as well] [added: and the increase in secured debt] as [removed: increases to rates on variable rate mortgages,] [added: a result of the TRG Acquisition, partially offset by USD and EUR bond payoffs,] |
| | ● | an unrealized unfavorable change in fair value of publicly traded equity instruments and derivative instrument, net of [removed: $29.3] [added: $88.7] million, or [removed: $0.08] [added: $0.23] per diluted [removed: share/unit.] [added: share/unit, which primarily relates to movements in the fair value of the exchange option within our Klépierre exchangeable bonds,] |
Portfolio NOI increased [removed: 4.6%] [added: 4.7%] in [removed: 2024] [added: 2025] as compared to [removed: 2023.][added: 2024.]
Average base minimum rent for U.S. Malls and Premium Outlets increased [removed: 2.5%] [added: 4.7%] to [removed: $58.26] [added: $60.97] psf as of December 31, [removed: 2024,] [added: 2025,] from [removed: $56.82] [added: $58.26] psf as of December 31, [removed: 2023.][added: 2024.]
Ending occupancy for our U.S. Malls and Premium Outlets [removed: increased 0.7%] [added: decreased 0.1%] to [removed: 96.5%] [added: 96.4%] as of December 31, [removed: 2024,] [added: 2025,] from [removed: 95.8%] [added: 96.5%] as of December 31, [removed: 2023, primarily due to strong leasing demand.][added: 2024.]
Our effective overall borrowing rate at December 31, [removed: 2024] [added: 2025] on our consolidated indebtedness increased [removed: 13] [added: 25] basis points to [removed: 3.62%] [added: 3.87%] as compared to [removed: 3.49%] [added: 3.62%] at December 31, [removed: 2023.][added: 2024.]
This increase was primarily due to an increase in the effective overall borrowing rate on the fixed rate debt of [removed: 14] [added: 25] basis points, due to increasing benchmark [removed: rates on new USD and EUR bond issuances.][added: rates.]
The weighted average years to maturity of our consolidated indebtedness was [added: 7.0 years and] 8.1 years at December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024, respectively.]
Our financing activity for the year ended December 31, [removed: 2024] [added: 2025] included:
[removed: | | ● | completing, on] [added: On] October 1, 2024, the [removed: redemption] [added: Operating Partnership completed the redemption,] at [removed: par] [added: par,] of [removed: the Operating Partnerships] [added: its] $900 million [removed: 3.38%] [added: 3.375%] senior [removed: unsecure] [added: unsecured] notes at [removed: maturity, |][added: maturity.]
[removed: | | ● |] [added: Subsequent to 2025, on January 13, 2026,] the Operating Partnership [removed: completing, on September 26, 2024,] [added: completed] the issuance of [removed: $1.0 billion] [added: $800 million of] senior unsecured notes with a fixed interest rate of [removed: 4.75%] [added: 4.30%] and a maturity date of [removed: September 26, 2034, |][added: January 15, 2031.]
For comparative information purposes, we separate the information related to The Mills [removed: and TRG] from our other U.S. operations.
| | [added: ] | [removed: 2024] [added: 2025] | | [added: ] | Change (1) | [added: ] | [removed: 2023] [added: 2024] | | [added: ] | Change (1) | [added: ] | [removed: 2022] [added: 2023] | |
| Consolidated | | | [removed: 96.5%] [added: 96.4%] | | [removed: 80] [added: \-10] bps | | | [removed: 95.7%] [added: 96.5%] | | 80 bps | | | [removed: 94.9%] [added: 95.7%] |
| Unconsolidated | | | [removed: 96.6%] [added: 96.5%] | | [removed: 50] [added: \-10] bps | | | [removed: 96.1%] [added: 96.6%] | | [removed: 120] [added: 50] bps | | | [removed: 94.9%] [added: 96.1%] |
| Total Portfolio | | | [removed: 96.5%] [added: 96.4%] | | [removed: 70] [added: \-10] bps | | | [removed: 95.8%] [added: 96.5%] | | [removed: 90] [added: 70] bps | | | [removed: 94.9%] [added: 95.8%] |
| Consolidated | | $ | [removed: 56.60] [added: 58.98] | | [removed: 2.0%] [added: 4.2%] | | $ | [removed: 55.47] [added: 56.60] | | [removed: 2.8%] [added: 2.0%] | | $ | [removed: 53.95] [added: 55.47] |
| Unconsolidated | | $ | [removed: 63.12] [added: 66.61] | | [removed: 4.2%] [added: 5.5%] | | $ | [removed: 60.59] [added: 63.12] | | [removed: 3.8%] [added: 4.2%] | | $ | [removed: 58.36] [added: 60.59] |
| Total Portfolio | | $ | [removed: 58.26] [added: 60.97] | | [removed: 2.5%] [added: 4.7%] | | $ | [removed: 56.82] [added: 58.26] | | [removed: 3.1%] [added: 2.5%] | | $ | [removed: 55.13] [added: 56.82] |
| Average Base Minimum Rent per Square Foot | | $ | [removed: 68.06] [added: 41.24] | | [removed: 4.7%] [added: 8.7%] | | $ | [removed: 65.01] [added: 37.95] | | [removed: 5.3%] [added: 4.3%] | | $ | [removed: 61.76] [added: 36.38] |
| Ending Occupancy | | | [removed: 98.8%] [added: 99.2%] | | [removed: 100] [added: 40] bps | | | [removed: 97.8%] [added: 98.8%] | | [removed: \-40] [added: 100] bps | | | [removed: 98.2%] [added: 97.8%] |
| [removed: Average] [added: Average] Base Minimum Rent per Square [removed: Foot] [added: Foot] | [removed: ] [added: ] | [removed: $] [added: ¥] | [removed: 37.95] [added: 5,581] | | [removed: 4.3%] [added: 1.27%] | | [removed: $] [added: ¥] | [removed: 36.38] [added: 5,511] | | [removed: 4.3%] [added: 0.31%] | | [removed: $] [added: ¥] | [removed: 34.89] [added: 5,494] |
[removed: Base] minimum rent per square foot is the average base minimum rent charge in effect for the reporting period for all tenants that would qualify to be included in ending occupancy.
During the twelve months ended December 31, [removed: 2024,] [added: 2025,] we signed [removed: 1,149] [added: 1,112] new leases and [removed: 2,549] [added: 2,035] renewal leases (excluding [added: 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 [removed: 13.5] [added: 11.4] million square feet, of which [removed: 10.4] [added: 8.8] million square feet related to consolidated properties.
During the comparable period in [removed: 2023,] [added: 2024,] we signed [removed: 1,185] [added: 1,149] new leases and [removed: 1,841] [added: 2,549] renewal leases with a fixed minimum rent, comprising approximately [removed: 10.9] [added: 13.5] million square feet, of which [removed: 8.3] [added: 10.4] million square feet related to consolidated properties.
The average annual initial base minimum rent for new leases was [removed: $66.61] [added: $65.09] per square foot in [removed: 2024] [added: 2025] and [removed: $66.39] [added: $66.61] per square foot in [removed: 2023] [added: 2024] with an average tenant allowance on new leases of [removed: $60.33] [added: $63.92] per square foot and [removed: $64.31] [added: $60.33] per square foot, respectively.
| | [added: ] | December 31, | | [added: ] | %/basis point | [added: ] | December 31, | | [added: ] | %/basis point | [added: ] | December 31, | |
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.
| | ● | a non-cash gain of $2.9 billion, or $7.56 per diluted share/unit, related to the remeasurement of our previously held 88% noncontrolling equity interest in TRG to fair value as a result of the TRG Acquisition and a non-cash gain of $21.6 million, or $0.06 per diluted share/unit, during the fourth quarter of 2025 related to the disposition of our interest in one unconsolidated property, |
| | ● | a net pre-tax loss in 2025 on the disposal, exchange, or revaluation of equity interests of $86.1 million, or $0.23 per diluted share/unit, primarily due to certain restructuring activities within Catalyst and the reduction in carrying value of certain equity instruments, |
| | ● | increased depreciation and amortization of $161.1 million, or $0.43 per diluted share/unit, primarily due to acquisition and development activity, the majority of which relates to the TRG Acquisition, |
| | ● | decreased other income of $59.9 million, or $0.16 per diluted share/unit, primarily due to decreased interest income of $56.6 million, or $0.15 per diluted share/unit, |
| | ● | increased property operating expenses in 2025 of $51.2 million, or $0.14 per diluted share/unit primarily due to the consolidation of properties in 2025 through our acquisition activity, |
| | ● | increased real estate taxes in 2025 of $42.5 million, or $0.11 per diluted share/unit, primarily due to the consolidation of properties in 2025 through acquisition activity and successful property tax appeals in 2024, |
| | ● | increased home and regional office costs of $28.5 million, or $0.08 per diluted share/unit, primarily 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, and |
| | ● | increasing our borrowings under the Operating Partnership’s global unsecured commercial paper program, or the Commercial Paper program by $355.0 million, |
| | ● | 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 October 31, 2025, as part of the TRG Acquisition as discussed in Note 4, consolidated mortgage debt increased by $3.1 billion, |
| | ● | 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 was 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 was 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, and proceeds were used to fund the redemption at par of the Operating Partnership’s €500 million notes maturing on May 13, 2025, |
| | ● | 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% maturing 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 March 13, 2025, the Operating Partnership repaid €18 million under the Credit Facility that had been outstanding on December 31, 2024, |
| | ● | 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. |
The proceeds were used to fund the redemption at par of the Operating Partnership’s $800 million notes maturing on January 15, 2026.
Base
| | ● | We review investment properties for impairment on a property-by-property basis to identify and evaluate events or changes in circumstances which indicate that the carrying value of investment properties may not be recoverable. These circumstances include, but are not limited to, changes in a property’s operational performance such as declining cash flows, occupancy or total reported sales per square foot, the Company’s intent and ability to hold the related asset, and, if applicable, the remaining time to maturity of underlying financing arrangements. We measure any impairment of investment property when the estimated undiscounted operating income before |
| | ● | On November 17, 2025, we acquired a 100% interest in a retail property, Phillips Place, a 132,805 square foot center in Charlotte, North Carolina. |
| | ● | On October 31, 2025, we closed on the acquisition of the remaining 12% interest in TRG which we did not previously own. 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. |
| | ● | On June 27, 2025, we acquired the remaining interest in the retail component and 100% of the parking component of Brickell City Centre, resulting in the consolidation of the retail component of this property. |
| | ● | On January 30, 2025, we acquired 100% interest in two luxury outlet destinations in Italy, The Mall Luxury Outlets Firenze, a 264,750 square foot center located in Leccio, nearby Florence, and The Mall Luxury Outlets Sanremo, a 122,300 square foot center located in Sanremo. |
| | ● | On March 6, 2025, we opened Jakarta Premium Outlets, a 302,000 square foot center in Indonesia. We own a 50% interest in this center. |
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.
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.
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.
| | ● | funded acquisition activity for aggregate cash consideration of $1.1 billion, |
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.
| | ● | increased other income of $72.3 million, or $0.19 per diluted share/unit, primarily due to increased interest income of $76.4 million, or $0.20 per diluted share/unit, and an increase in land sales of $13.6 million, or $0.03 per diluted share/unit, partially offset by a decrease in distributions and other income of $17.7 million, or $0.05 per diluted share/unit, |
| | ● | decreased other expenses in 2024 of $38.2 million, or $0.10 per diluted share/unit, partially offset by |
| | ● | pre-tax gains in 2023 due to the disposal, exchange, or revaluation of equity interests of $362.0 million, or $0.96 per diluted share/unit, of which, $204.9 million, or $0.55 per diluted share/unit, was non-cash, |
| | ● | increased property operating expenses in 2024 of $40.4 million, or $0.11 per diluted share/unit, and |
| | ● | amending, restating, and extending our Supplemental Facility on September 19, 2024, |
| | ● | completing, on September 13, 2024, the redemption at par of the Operating Partnership’s $1.0 billion 2.00% senior unsecured notes at maturity, and |
| | ● | completing, on February 1, 2024, the redemption at par of the Operating Partnerships $600 million 3.75% senior unsecured notes at maturity. |
| U.S. TRG: | | | | | | | | | | | | | |
| Ending Occupancy | | | 94.9% | | \-80 bps | | | 95.7% | | 120 bps | | | 94.5% |
| Average Base Minimum Rent per Square Foot | | ¥ | 5,511 | | 0.31% | | ¥ | 5,494 | | \-4.93% | | ¥ | 5,779 |
| | | due to reasonable cause and certain other conditions were met. As a result, failing to maintain REIT status would result in a significant increase in the income tax expense recorded and paid during those periods. |
| | ● | During the fourth quarter of 2022, we disposed of one retail property. |
| | ● | During the fourth quarter of 2022, we sold to ABG all of our interests in the licensing venture of Eddie Bauer for additional interests in ABG. Our noncontrolling interest in ABG was approximately 12.3% after this transaction. |
| | ● | On December 19, 2022, we completed the acquisition of a 50% noncontrolling legal ownership interest in Jamestown, a global real estate investment and asset management company, as well as separate interests in certain real estate and working capital, for total cash consideration of $173.4 million. |
| | ● | On November 3, 2022, we opened Fukaya-Hanazono Premium Outlets, a 296,300 square foot center in Fukaya City, Japan. We own a 40% interest in this center. |
| | ● | During the third quarter of 2022, we disposed of one retail property. |
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.
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.
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.
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.
| | ● | received net proceeds from the redemption of short-term investments of $1.0 billion, |
million and the weighted average outstanding balance was $311.1 million.
On December 31, 2024, we had no outstanding balance under the Commercial Paper program.
Borrowings under the Commercial Paper program reduce 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.
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 June 1, 2023, the Operating Partnership completed the redemption, at par, of its $600 million 2.75% 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%.
An excerpt. Shown here: 40 of 203 rewritten, 40 of 90 added and 40 of 73 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the FY2025 filing and the FY2024 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
1 rewritten, 0 added, 0 removed, 8 unchanged
Based upon consolidated indebtedness and interest rates at December 31, [removed: 2024,] [added: 2025,] a 50 basis point increase in the market rates of interest would decrease future earnings and cash flows by approximately [removed: $0.7] [added: $0.2] million, and would decrease the fair value of debt by approximately [removed: $756.6] [added: $754.7] million.
Cover and table of contents
61 rewritten, 8 added, 7 removed, 303 unchanged
For the fiscal year ended December 31, [removed: 2024][added: 2025]
| [removed: Delaware(Simon] [added: Indiana(Simon] Property Group, [removed: Inc.)Delaware(Simon] [added: Inc.)Indiana(Simon] Property Group, L.P.) (State or other jurisdiction of incorporation or organization) | | 04-6268599(Simon Property Group, Inc.)34-1755769(Simon Property Group, L.P.) (I.R.S. Employer Identification No.) |
| | | Title of each class | [added: ] | Trading Symbols | [added: ] | Name of each exchange on which registered |
The aggregate market value of shares of common stock held by non-affiliates of Simon Property Group, Inc. was approximately [removed: $49,060] [added: $52,048] million based on the closing sale price on the New York Stock Exchange for such stock on June 30, [removed: 2024.][added: 2025.]
As of January 31, [removed: 2025,] [added: 2026,] Simon Property Group, Inc. had [removed: 326,270,138] [added: 324,945,274] and 8,000 shares of common stock and Class B common stock outstanding, respectively.
Simon Property Group, L.P. had no publicly-traded voting equity as of June 30, [removed: 2024.][added: 2025.]
Portions of Simon Property Group, Inc.’s Proxy Statement in connection with its [removed: 2025] [added: 2026] Annual Meeting of Stockholders are incorporated by reference in Part III.
This report combines the annual reports on Form 10-K for the annual period ended December 31, [removed: 2024] [added: 2025] of Simon Property Group, Inc., [removed: a Delaware] [added: an Indiana] corporation, and Simon Property Group, L.P., [removed: a Delaware] [added: an Indiana] limited partnership.
As of December 31, [removed: 2024,] [added: 2025,] Simon owned an approximate [removed: 86.5%] [added: 85.4%] ownership interest in the Operating Partnership, with the remaining [removed: 13.5%] [added: 14.6%] ownership interest owned by limited partners.
| Item No. | [added: ] | | Page No. |
| [1C.](#Item1CCybersecurity_747890) | | [Cybersecurity](#Item1CCybersecurity_747890) | [removed: 26] [added: 27] |
| [2.](#Item2Properties_409659) | | [Properties](#Item2Properties_409659) | [removed: 28] [added: 29] |
| [3.](#Item3LegalProceedings_476511) | | [Legal Proceedings](#Item3LegalProceedings_476511) | [removed: 57] [added: 56] |
| [4.](#Item4MineSafetyDisclosures_387981) | | [Mine Safety Disclosures](#Item4MineSafetyDisclosures_387981) | [removed: 57] [added: 56] |
| [5.](#Item5MarketfortheRegistrantsCommonEquity) | | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities](#Item5MarketfortheRegistrantsCommonEquity) | [removed: 58] [added: 57] |
| [6.](#Item6SelectedFinancialData_575203) | | [Reserved](#Item6SelectedFinancialData_575203) | [removed: 59] [added: 58] |
| [7.](#Item7ManagementsDiscussionandAnalysisofF) | | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#Item7ManagementsDiscussionandAnalysisofF) | [removed: 60] [added: 59] |
| [9.](#Item9ChangesinandDisagreementswithAccoun) | | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](#Item9ChangesinandDisagreementswithAccoun) | [removed: 142] [added: 144] |
| [9A.](#Item9AControlsandProcedures_592724) | | [Controls and Procedures](#Item9AControlsandProcedures_592724) | [removed: 142] [added: 144] |
| [9B.](#Item9BOtherInformation_722633) | | [Other Information](#Item9BOtherInformation_722633) | [removed: 144] [added: 146] |
| [9C.](#Item9CDisclosureRegardingForeignJurisdic) | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#Item9CDisclosureRegardingForeignJurisdic) | [removed: 144] [added: 146] |
| [10.](#Item10DirectorsExecutiveOfficersandCorpo) | | [Directors, Executive Officers and Corporate Governance](#Item10DirectorsExecutiveOfficersandCorpo) | [removed: 144] [added: 146] |
| [11.](#Item11ExecutiveCompensation_755977) | | [Executive Compensation](#Item11ExecutiveCompensation_755977) | [removed: 144] [added: 146] |
| [12.](#Item12SecurityOwnership_886573) | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#Item12SecurityOwnership_886573) | [removed: 144] [added: 146] |
| [13.](#Item13CertainRelationships_92519) | | [Certain Relationships and Related Transactions and Director Independence](#Item13CertainRelationships_92519) | [removed: 144] [added: 146] |
| [14.](#Item14PrincipalAccountantFeesandServices) | | [Principal Accountant Fees and Services](#Item14PrincipalAccountantFeesandServices) | [removed: 144] [added: 147] |
| [15.](#Item15ExhibitsandFinancialStatementSched) | | [Exhibits and Financial Statement Schedules](#Item15ExhibitsandFinancialStatementSched) | [removed: 146] [added: 148] |
| [16.](#Item_16) | | [Form 10-K Summary](#Item_16) | [removed: 146] [added: 148] |
Simon Property Group, Inc. is [removed: a Delaware] [added: 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.
Simon Property Group, L.P. is our majority-owned [removed: Delaware] [added: Indiana] partnership subsidiary that owns directly or indirectly all of our real estate properties and other assets.
As of December 31, [removed: 2024,] [added: 2025,] we owned or held an interest in [removed: 194] [added: 212] income-producing properties in the United States, which consisted of [removed: 92] [added: 108] malls, 70 Premium Outlets, [removed: 14] [added: 16] Mills, six lifestyle centers, and 12 other retail properties in [removed: 37] [added: 38] states and Puerto Rico.
Internationally, as of December 31, [removed: 2024,] [added: 2025,] we had ownership interests in [removed: 35 Premium Outlets and Designer Outlet] [added: 42] properties primarily located in Asia, Europe and Canada.
As of December 31, [removed: 2024,] [added: 2025,] we also owned a [removed: 22.4%] [added: 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 [removed: 14] [added: 13] countries in Europe.
For a description of our operational strategies and developments in our business during [removed: 2024,] [added: 2025,] see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-K.
Based upon our current credit ratings, the interest rate on the Credit Facility is SOFR plus [removed: 72.5] [added: 70.0] basis points, plus a spread adjustment to account for the transition from LIBOR to SOFR.
Based upon our current credit ratings, the interest rate on the Supplemental Facility is SOFR plus [removed: 72.5] [added: 70.0] basis points, plus a spread adjustment to account for the transition from LIBOR to SOFR.
The Operating Partnership also has available a global unsecured commercial paper [removed: note] program, or Commercial Paper program, of $2.0 billion, or the non-U.S. dollar equivalent thereof.
The Operating Partnership may issue unsecured commercial [removed: paper notes,] [added: paper,] denominated in U.S. dollars, Euro and other currencies.
A noncompetition agreement executed by [removed: Herbert Simon, Simon’s Chairman Emeritus, and a noncompetition agreement executed by] David Simon, Simon’s Chairman, Chief Executive Officer and President, which remains in effect notwithstanding the expiration of David Simon’s employment agreement in 2019, [removed: contain] [added: contains] covenants limiting [removed: their] [added: his] ability to participate in certain shopping center activities.
[removed: Under] [added: On February 8, 2024, Simon’s Board of Directors authorized a common stock repurchase program which replaced] the [removed: program,] [added: prior repurchase program immediately, where] the Company [removed: could] [added: was permitted to] purchase up to $2.0 billion of its common stock during the two-year period ending [removed: May 16, 2024] [added: February 15, 2026] in [added: the] open market or privately negotiated [removed: transactions,] [added: transactions] at prices that the Company deemed appropriate and subject to market conditions, applicable law, and other factors deemed relevant in the Company’s sole discretion.
December 31, 2025
| [Signatures](#SIGNATURES) | | | 156 |
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.
| Eli Simon | | 38 | | Director, Executive Vice President and Chief Operating Officer |
Mr. Eli Simon has served as Simon’s Chief Operating Officer since 2025.
Mr. Simon joined the Company in 2019, leading the company's investment strategy for both real estate and non-real estate investments, including new business sourcing, strategic corporate investments, and the execution of various real estate transactions.
Before joining the company, Mr. Simon was the Principal and Head of North American Lodging at Och-Ziff Capital Management and Och-Ziff Real Estate, where he oversaw all lodging related investments, including asset and portfolio acquisitions, operating company investments, and lending opportunities.
| --- | --- | --- |
December 31, 2024
| [Signatures](#SIGNATURES) | | | 153 |
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.
On May 9, 2022, Simon’s Board of Directors authorized a common stock repurchase plan commencing on May 16, 2022.
| | ● | amended, restated, extended, and increased our existing $4.0 billion unsecured revolving credit facility on March 14, 2023 with a new $5.0 billion unsecured revolving credit facility. |
| | ● | amended, restated, and extended our existing $3.5 billion unsecured revolving credit facility on September 19, 2024; |
An excerpt. Shown here: 40 of 61 rewritten, all 8 added and all 7 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2025 filing and the FY2024 filing.
Item 1C. Cybersecurity
435 rewritten, 113 added, 128 removed, 375 unchanged
Our CSIRT supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which include briefings from internal security personnel; threat [removed: intelligence and other information obtained from governmental, public or private sources, including external cybersecurity service providers; and alerts and reports produced by security tools deployed in the IT environment.]
These properties contain an aggregate of approximately [removed: 170.7] [added: 188.4] million square feet of gross leasable area, or GLA.
Our [removed: 92] [added: 108] malls generally range in size from approximately [removed: 280,000] [added: 130,000] to 2.7 million square feet of GLA.
The [removed: 14] [added: 16] properties in The Mills generally range in size from 1.2 million to 2.4 million square feet of GLA and are located in major metropolitan areas.
The lifestyle centers range in size from 170,000 to [removed: 950,000] [added: 940,000] square feet of GLA.
As of December 31, [removed: 2024,] [added: 2025,] approximately [removed: 96.5%] [added: 96.4%] of the owned GLA in malls and Premium Outlets was leased and approximately [removed: 98.8%] [added: 99.2%] of the owned GLA for The Mills was leased.
We wholly own [removed: 130] [added: 142] of our properties, effectively control [removed: 12] [added: 14] properties in which we have a joint venture interest, and hold the remaining [removed: 52] [added: 56] properties through unconsolidated joint venture interests.
We are the managing or co-managing general partner or member of [removed: 186] [added: 203] properties in the United States.
The following property table summarizes certain data for our malls, Premium Outlets, The Mills, lifestyle centers and other retail properties located in the United States, including Puerto Rico, as of December 31, [removed: 2024.][added: 2025.]
| | Property Name | [added: ] | State | [added: ] | City (CBSA) | [added: ] | Lease) (3) | [added: ] | Ownership | [added: ] | Acquired | [added: ] | Occupancy (5) | [added: ] | Total GLA | [added: ] | Selected Larger Retailers and Uses |
| 1. | Apple Blossom Mall | | VA | | Winchester | | Fee | | 49.1 | % (4) | Acquired 1999 | | [removed: 88.7] [added: 87.5] | % | [removed: 473,913] [added: 470,086] | | Belk, JCPenney, AMC Cinemas |
| 2. | Auburn Mall | | MA | | Auburn | | Fee | | 56.4 | % (4) | Acquired 1999 | | [removed: 97.1] [added: 94.9] | % | [removed: 499,285] [added: 498,385] | | Macy's, Reliant Medical (14) |
| 3. | Aventura Mall (1) | | FL | | Miami Beach (Miami) | | Fee | | 33.3 | % (4) | Built 1983 | | [removed: 95.8] [added: 97.5] | % | [removed: 2,129,918] [added: 2,372,034] | | Bloomingdale's, Macy's (8), JCPenney, Nordstrom, Equinox Fitness Clubs, AMC [removed: Theatres] [added: Theatres, Eataly] |
| 4. | Barton Creek Square | | TX | | Austin | | Fee | | 100.0 | % | Built 1981 | | [removed: 96.7] [added: 98.9] | % | [removed: 1,450,115] [added: 1,447,740] | | Nordstrom, Macy's, Dillard's (8), JCPenney, AMC Theatres |
| 5. | Battlefield Mall | | MO | | Springfield | | Fee and Ground Lease (2056) | | 100.0 | % | Built 1970 | | [removed: 96.7] [added: 97.8] | % | [removed: 1,202,729] [added: 1,180,247] | | Macy's, [removed: Dillard's (8), JCPenney] [added: Dillard's, JCPenney, Dick's House of Sport (6)] |
| 6. | Bay Park Square | | WI | | Green Bay | | Fee | | 100.0 | % | Built 1980 | | [removed: 95.6] [added: 93.1] | % | [removed: 690,365] [added: 690,122] | | Kohl's, Marcus Cinema 16, Dave & Buster's, Steinhafel Furniture, Hy-Vee |
| [removed: 7.] [added: 8.] | Brea Mall | | CA | | Brea (Los Angeles) | | Fee | | 100.0 | % | Acquired 1998 | | [removed: 99.3] [added: 99.0] | % | [removed: 1,335,366] [added: 1,360,764] | | Nordstrom, Macy's (8), JCPenney, Life Time (6), Dick's Sporting Goods (6) |
| [removed: 8.] [added: 9.] | Briarwood Mall | | MI | | Ann Arbor | | Fee | | [removed: 50.0] [added: 100.0] | % [removed: (4)] | Acquired 2007 | | [removed: 84.7] [added: 93.1] | % | [removed: 869,500] [added: 924,116] | | Macy's, JCPenney, Von Maur, Harvest Market (6), [added: Dick's Sporting Goods (6),] Hilton Garden Inn (14), Towne Place Suites by Marriott (14) |
| [removed: 9.] [added: 10.] | Brickell City Centre [removed: (1)] | | FL | | Miami | | Fee | | [removed: 25.0] [added: 100.0] | % [removed: (4)] | Built 2016 | | [removed: 96.8] [added: 98.6] | % | [removed: 474,867] [added: 471,577] | | Saks Fifth Avenue, Cinemex, EAST Miami Hotel (14) |
| [removed: 10.] [added: 11.] | Broadway Square | | TX | | Tyler | | Fee | | 100.0 | % | Acquired 1994 | | [removed: 99.5] [added: 99.1] | % | [removed: 613,158] [added: 613,437] | | Dillard's, JCPenney, Dick's Sporting Goods, HomeGoods |
| [removed: 11.] [added: 12.] | Burlington Mall | | MA | | Burlington (Boston) | | Fee and Ground Lease (2026) (7) | | 100.0 | % | Acquired 1998 | | [removed: 95.5] [added: 97.2] | % | [removed: 1,262,065] [added: 1,258,214] | | Macy's, Nordstrom, Crate & Barrel, Primark, Arhaus Furniture |
| [removed: 12.] [added: 13.] | Cape Cod Mall | | MA | | Hyannis | | Fee and Ground Leases (2029-2073) (7) | | 56.4 | % (4) | Acquired 1999 | | [removed: 91.8] [added: 92.5] | % | [removed: 706,332] [added: 705,966] | | Macy's (8), Best Buy, Marshalls, Barnes & Noble, Target, Dick's Sporting Goods, Planet Fitness, That's Entertainment (6) |
| [removed: 13.] [added: 14.] | Castleton Square | | IN | | Indianapolis | | Fee | | 100.0 | % | Built 1972 | | 99.0 | % | [removed: 1,363,966] [added: 1,361,038] | | Macy's, Von Maur, JCPenney, Dick's Sporting Goods, AMC [removed: Theatres] [added: Theatres, Hobby Lobby] |
| [removed: 14.] [added: 16.] | Cielo Vista Mall | | TX | | El Paso | | Fee and Ground Lease [removed: (2027)] [added: (2030)] (7) | | 100.0 | % | Built 1974 | | [removed: 99.3] [added: 99.6] | % | [removed: 1,245,350] [added: 1,245,387] | | Macy's, Dillard's (8), JCPenney, Cinemark Theatres, Primark [removed: (6)] |
| [removed: 15.] [added: 18.] | Coconut Point | | FL | | Estero | | Fee | | 50.0 | % (4) | Built 2006 | | [removed: 94.8] [added: 91.7] | % | [removed: 1,123,228] [added: 1,114,340] | | Dillard's, Barnes & Noble, Best Buy, DSW, Office Max, PetSmart, Ross, T.J. Maxx, Super Target, Michael's, Total Wine & More, [removed: JoAnn Fabrics,] Home Centric, PGA TOUR Superstore, [added: Nordstrom Rack,] Hyatt Place Coconut Point (14), TownePlace Suites by Marriott (14) |
| [removed: 16.] [added: 19.] | College Mall | | IN | | Bloomington | | Fee and Ground Lease [removed: (2048)] [added: (2050)] (7) | | 100.0 | % | Built 1965 | | [removed: 89.8] [added: 94.9] | % | [removed: 579,688] [added: 577,529] | | Target, Dick's Sporting Goods, Fresh Thyme, Dave & Buster's |
| [removed: 17.] [added: 20.] | Columbia Center | | WA | | Kennewick | | Fee | | 100.0 | % | Acquired 1987 | | [removed: 97.8] [added: 99.0] | % | [removed: 763,413] [added: 733,924] | | Macy's (8), JCPenney, Barnes & Noble, DSW, Home Goods, Dick's Sporting [removed: Goods, JoAnn Fabrics] [added: Goods] |
| [removed: 18.] [added: 21.] | Copley Place | | MA | | Boston | | Fee | | 94.4 | % (10) | Acquired 2002 | | [removed: 97.3] [added: 92.7] | % | [removed: 1,252,704] [added: 1,252,052] | | Neiman [removed: Marcus,] [added: Marcus (12),] Saks Fifth Avenue Men's, Boston Marriott Copley Place (14), The Westin Copley Place (14) |
| [removed: 19.] [added: 22.] | Coral Square | | FL | | Coral Springs (Miami) | | Fee | | 97.2 | % | Built 1984 | | [removed: 95.0] [added: 94.1] | % | [removed: 944,809] [added: 947,951] | | Macy's (8), JCPenney, Kohl's |
| [removed: 20.] [added: 23.] | Cordova Mall | | FL | | Pensacola | | Fee | | 100.0 | % | Acquired 1998 | | [removed: 97.1] [added: 98.4] | % | [removed: 936,991] [added: 932,520] | | Dillard's, Belk, Best Buy, Cost Plus World Market, Ross, Dick's Sporting Goods |
| [removed: 21.] [added: 24.] | Dadeland Mall | | FL | | Miami | | Fee | | 50.0 | % (4) | Acquired 1997 | | [removed: 99.0] [added: 98.7] | % | [removed: 1,510,891] [added: 1,510,747] | | Saks Fifth Avenue, Macy's (8), JCPenney, [added: Dick's House of Sport,] AC Hotel by Marriott |
| [removed: 22.] [added: 25.] | Del Amo Fashion Center | | CA | | Torrance (Los Angeles) | | Fee | | 50.0 | % (4) | Acquired 2007 | | [removed: 96.2] [added: 94.5] | % | [removed: 2,506,531] [added: 2,503,055] | | Nordstrom, Macy's (8), JCPenney, Marshalls, Barnes & Noble, [removed: JoAnn Fabrics,] AMC Theatres, Dick's Sporting Goods, Dave & Buster's, Mitsuwa Marketplace |
| [removed: 23.] [added: 26.] | Domain, The | | TX | | Austin | | Fee | | 100.0 | % | Built 2006 | | [removed: 98.3] [added: 98.8] | % | [removed: 1,234,018] [added: 1,228,827] | | Neiman Marcus, Macy's, Dillard's, Dick's Sporting Goods, iPic Theaters, Arhaus Furniture, Punch Bowl Social, Westin Austin at The Domain, Lone Star Court (14), (15) |
| [removed: 24.] [added: 27.] | Empire Mall | | SD | | Sioux Falls | | Fee and Ground Lease (2033) (7) | | 100.0 | % | Acquired 1998 | | [removed: 92.9] [added: 97.9] | % | [removed: 1,169,027] [added: 1,163,658] | | Macy's, JCPenney, Hy-Vee, Dick's Sporting Goods, Crunch Fitness, [removed: Dillard's] [added: Dillard's, Dick's House of Sport (6)] |
| [removed: 25.] [added: 28.] | Falls, The | | FL | | Miami | | Fee | | 50.0 | % (4) | Acquired 2007 | | [removed: 98.0] [added: 97.8] | % | [removed: 710,162] [added: 709,919] | | Macy's, Regal [removed: Cinema,] [added: Bistro,] The Fresh Market, LifeTime Athletic |
| [removed: 26.] [added: 29.] | Fashion Centre at Pentagon City, The | | VA | | Arlington (Washington, DC) | | Fee | | 42.5 | % (4) | Built 1989 | | [removed: 97.0] [added: 99.6] | % | [removed: 1,036,072] [added: 927,462] | | Nordstrom, Macy's, The Ritz-Carlton (14) |
| [removed: 27.] [added: 30.] | Fashion Mall at Keystone, The | | IN | | Indianapolis | | Fee and Ground Lease (2067) (7) | | 100.0 | % | Acquired 1997 | | [removed: 97.1] [added: 99.4] | % | [removed: 709,665] [added: 702,940] | | Nordstrom, Crate & Barrel, Keystone Art Cinema, Sheraton (14) |
| [removed: 28.] [added: 31.] | Fashion Valley | | CA | | San Diego | | Fee | | 50.0 | % (4) | Acquired 2001 | | [removed: 99.6] [added: 99.2] | % | [removed: 1,722,068] [added: 1,684,713] | | Neiman Marcus, Bloomingdale's, Nordstrom, Macy's, JCPenney, AMC Theatres, The Container Store |
| [removed: 29.] [added: 32.] | Firewheel Town Center | | TX | | Garland (Dallas) | | Fee | | 100.0 | % | Built 2005 | | [removed: 91.3] [added: 95.4] | % | [removed: 994,880] [added: 989,552] | | Dillard's, Macy's, Barnes & Noble, DSW, AMC Theatres, Dick's Sporting Goods, Kids Empire/Hapik, (15) |
| [removed: 30.] [added: 33.] | Florida Mall, The | | FL | | Orlando | | Fee | | 50.0 | % (4) | Built 1986 | | [removed: 99.3] [added: 98.8] | % | [removed: 1,726,986] [added: 1,725,304] | | Macy's, Dillard's, JCPenney, H&M, Zara, American Girl, Dick's Sporting Goods, Crayola Experience, Primark, The Florida Hotel and Conference Center (14) |
intelligence and other information obtained from governmental, public or private sources, including external cybersecurity service providers; and alerts and reports produced by security tools deployed in the IT environment.
| | Property Name | | State | | City (CBSA) | | Lease) (3) | | Ownership | | Acquired | | Occupancy (5) | | Total GLA | | Selected Larger Retailers and Uses |
| | Property Name | | State | | City (CBSA) | | Lease) (3) | | Ownership | | Acquired | | Occupancy (5) | | Total GLA | | Selected Larger Retailers and Uses |
| 67. | Phillips Place | | NC | | Charlotte | | Fee | | 100.0 | % | Acquired 2025 | | 95.1 | % | 132,805 | | RH, The Palm Restaurant, Ralph Lauren, Taylor Richards & Conger |
| | Property Name | | State | | City (CBSA) | | Lease) (3) | | Ownership | | Acquired | | Occupancy (5) | | Total GLA | | Selected Larger Retailers and Uses |
| | Total Mall GLA | | | | | | | | | | | | | | 119,734,147 | (17) | |
| | Property Name | | State | | City (CBSA) | | Lease) (3) | | Ownership | | Acquired | | Occupancy (5) | | Total GLA | | Selected Tenants |
| | Property Name | | State | | City (CBSA) | | Lease) (3) | | Ownership | | Acquired | | Occupancy (5) | | Total GLA | | Selected Tenants |
| | Property Name | | State | | City (CBSA) | | Lease) (3) | | Ownership | | Acquired | | Occupancy (5) | | Total GLA | | Selected Tenants |
| | Property Name | | State | | City (CBSA) | | Lease) (3) | | Ownership | | Acquired | | Occupancy (5) | | Total GLA | | Selected Tenants |
| | Property Name | | State | | City (CBSA) | | Lease) (3) | | Ownership | | Acquired | | Occupancy (5) | | Total GLA | | Selected Tenants |
| | Property Name | | State | | City (CBSA) | | Lease) (3) | | Ownership | | Acquired | | Occupancy (5) | | Total GLA | | Selected Tenants |
| 1 - 12. | Other Properties | | | | | | | | | | | | | | 10,593,367 | | |
| Month to Month Leases | | 957 | | 3,221,378 | | $ | 63.60 | | 3.0 | % |
| 2026 | | 3,156 | | 10,840,848 | | $ | 55.63 | | 8.7 | % |
| 2027 | | 3,067 | | 11,145,893 | | $ | 60.25 | | 9.7 | % |
| 2028 | | 2,585 | | 10,514,539 | | $ | 65.82 | | 10.2 | % |
| 2029 | | 2,092 | | 8,670,646 | | $ | 66.19 | | 8.2 | % |
| 2030 | | 1,488 | | 6,585,520 | | $ | 75.60 | | 7.1 | % |
| 2031 | | 786 | | 3,966,562 | | $ | 70.04 | | 4.0 | % |
| 2032 | | 654 | | 2,465,174 | | $ | 91.46 | | 3.3 | % |
| 2033 | | 713 | | 2,845,373 | | $ | 97.80 | | 4.0 | % |
| 2034 | | 772 | | 2,982,331 | | $ | 99.34 | | 4.3 | % |
| 2035 | | 852 | | 3,890,609 | | $ | 101.20 | | 5.5 | % |
| 2036 and Thereafter | | 680 | | 3,408,311 | | $ | 69.85 | | 2.9 | % |
| Specialty Leasing Agreements w/ terms in excess of 12 months | | 2,370 | | 6,732,959 | | $ | 17.65 | | 1.7 | % |
| Month to Month Leases | | 1 | | 59,895 | | $ | 17.09 | | 0.0 | % |
| 2026 | | 6 | | 375,321 | | $ | 20.85 | | 0.0 | % |
| 2027 | | 13 | | 1,570,417 | | $ | 5.81 | | 0.1 | % |
| 2028 | | 18 | | 2,325,205 | | $ | 5.17 | | 0.2 | % |
| 2029 | | 17 | | 1,698,901 | | $ | 6.59 | | 0.2 | % |
| 2030 | | 18 | | 2,087,074 | | $ | 6.70 | | 0.2 | % |
| 2031 | | 18 | | 2,055,372 | | $ | 5.35 | | 0.2 | % |
| 2034 | | 8 | | 709,597 | | $ | 21.82 | | 0.1 | % |
| 2035 | | 10 | | 900,858 | | $ | 12.77 | | 0.1 | % |
| 2036 and Thereafter | | 29 | | 2,677,406 | | $ | 15.65 | | 0.6 | % |
As of December 31, 2025, we had a 100% interest in two luxury outlet destinations in Italy.
The Mall Luxury Outlets Firenze, in Leccio, nearby Florence, and The Mall Luxury Outlets Sanremo, in Sanremo on the Italian Riviera.
We also have an interest in operating joint ventures that own full-price malls located in the People’s Republic of China and in South Korea.
Our ownership in these properties ranges from 17% to 49%.
We own an 88% noncontrolling interest in TRG, which has an interest in 22 regional, super-regional, and outlet malls in the U.S. Our effective ownership in these properties, through our investment in TRG, ranges from 44% to 88%.
Simon Property Group, Inc.
Simon Property Group, L.P.
Property Table
U.S. Properties
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | Ownership Interest | | | | Year Built | | | | | | |
| | | | | | | | (Expiration if | | Legal | | or | | | | | | |
| | | | | | | | | | | | | | | | | | Courtyard by Marriott (13) |
| | Total Mall GLA | | | | | | | | | | | | | | 105,278,829 | (17) | |
| –– | | | | | | | | | | | | | | | | | |
| | | | | | | | Ownership Interest | | | | Year Built | | | | | | |
| | | | | | | | (Expiration if | | Legal | | Or | | | | | | |
| 1 - 10. | Other Properties | | | | | | | | | | | | | | 7,265,501 | | |
| 11 - 12. | TMLP | | | | | | | | | | Acquired 2007 | | | | 2,775,403 | | |
| | Domestic Taubman | | | | | | | | | | | | | | | | |
| 15. | Sunvalley | | CA | | Concord | | Ground Lease (2061) | | 44.0 | % (4) | Acquired 2020 | | 97.9 | % | 1,430,056 | | JC Penney, Macy's (8) |
| | Total Domestic Taubman Properties GLA | | | | | | | | | | | | | | 18,356,852 | | |
| --- | --- |
| Month to Month Leases | | 1,084 | | 4,127,114 | | $ | 56.87 | | 4.1 | % |
| 2025 | | 2,707 | | 9,469,769 | | $ | 62.52 | | 10.2 | % |
| 2026 | | 2,750 | | 10,782,961 | | $ | 56.00 | | 9.4 | % |
| 2027 | | 2,342 | | 8,913,554 | | $ | 61.50 | | 9.4 | % |
| 2028 | | 1,820 | | 7,958,216 | | $ | 66.81 | | 9.1 | % |
| 2029 | | 1,716 | | 7,360,569 | | $ | 64.86 | | 8.0 | % |
| 2030 | | 791 | | 4,031,510 | | $ | 71.30 | | 4.7 | % |
| 2031 | | 471 | | 2,362,805 | | $ | 73.77 | | 3.0 | % |
| 2032 | | 483 | | 1,771,367 | | $ | 93.95 | | 2.9 | % |
| 2033 | | 600 | | 2,311,677 | | $ | 98.60 | | 3.9 | % |
| 2034 | | 626 | | 2,369,675 | | $ | 89.79 | | 3.7 | % |
| 2035 and Thereafter | | 627 | | 3,001,232 | | $ | 55.29 | | 2.5 | % |
| Specialty Leasing Agreements w/ terms in excess of 12 months | | 2,221 | | 5,941,055 | | $ | 17.59 | | 1.8 | % |
| Month to Month Leases | | 2 | | 263,650 | | $ | 2.52 | | 0.0 | % |
| 2025 | | 4 | | 345,136 | | $ | 6.43 | | 0.0 | % |
| 2026 | | 19 | | 1,830,993 | | $ | 5.22 | | 0.2 | % |
| 2027 | | 13 | | 1,765,268 | | $ | 5.32 | | 0.2 | % |
| 2028 | | 16 | | 1,986,210 | | $ | 5.73 | | 0.2 | % |
| 2029 | | 16 | | 1,669,076 | | $ | 6.40 | | 0.2 | % |
| 2030 | | 18 | | 1,835,708 | | $ | 8.09 | | 0.2 | % |
An excerpt. Shown here: 40 of 435 rewritten, 40 of 113 added and 40 of 128 removed. The counts are complete. For every sentence, read Item 1C. Cybersecurity in the FY2025 filing and the FY2024 filing.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
12 rewritten, 18 added, 4 removed, 26 unchanged
The number of holders of record of common stock outstanding was [removed: 1,023] [added: 957] as of January 31, [removed: 2025.][added: 2026.]
The Class B common stock is subject to [removed: two] [added: a] voting [removed: trusts as to] [added: trust in] which [removed: Herbert] [added: David] Simon and [removed: David] [added: Eli] Simon are [removed: the] trustees.
Common stock cash dividends [removed: paid] during 2024 aggregated $8.10 per share.
Common stock cash dividends [added: paid] during [removed: 2023] [added: 2025] aggregated [removed: $7.45] [added: $8.55] per share.
On February [removed: 4, 2025,] [added: 2, 2026,] Simon’s Board of Directors declared a quarterly cash dividend for the first quarter of [removed: 2025] [added: 2026] of [removed: $2.10] [added: $2.20] per share, payable on March 31, [removed: 2025] [added: 2026] to shareholders of record on March 10, [removed: 2025.][added: 2026.]
There were no unregistered sales of equity securities made by Simon during the quarter ended December 31, [removed: 2024.][added: 2025.]
[added: | (1) |] On February 8, 2024, Simon’s Board of Directors authorized a [removed: new] common stock repurchase program [added: under] which [removed: replaced the prior repurchase program immediately, where the Company may] [added: Simon was permitted to] purchase up to $2.0 billion of its common stock [removed: over] [added: during] the [removed: next 24 months.][added: two-year period commencing February 8, 2024 and ending on February 15, 2026 in the open market or in privately negotiated transactions as market conditions warrant. On February 5, 2026, Simon’s Board of Directors authorized a new common stock repurchase program, which immediately replaced the existing repurchase plan. Under the new plan, Simon may purchase up to $2.0 billion |]
[added: | | of its common stock during the period ending on February 29, 2028 in the open market or in privately negotiated transactions as market conditions warrant.] As Simon repurchases shares under these programs, the Operating Partnership repurchases an equal number of units from Simon. [added: |]
The number of holders of record of units was [removed: 234] [added: 232] as of January 31, [removed: 2025.][added: 2026.]
[added: 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 [removed: 2023] [added: 2025] aggregated [removed: $7.45] [added: $8.55] per unit.
During the quarter ended December 31, [removed: 2024,] [added: 2025,] the Operating Partnership redeemed [removed: 8,000] [added: 4,079] units from three limited partners for [removed: $1.4] [added: $0.7] million in cash.
The following table sets forth information regarding Simon’s purchases of shares of common stock during the three months ended December 31, 2025.
| | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | 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, 2025 - October 31, 2025 | | — | | $ | — | | — | | $ | 2,000,000,000 |
| November 1, 2025 - November 30, 2025 | | — | | $ | — | | — | | $ | 2,000,000,000 |
| December 1, 2025 - December 31, 2025 | | 1,246,190 | | $ | 182.02 | | 1,246,190 | | $ | 1,773,173,608 |
| | | 1,246,190 | | $ | 182.02 | | 1,246,190 | | | |
| --- | --- |
| --- | --- |
On February 2, 2026, Simon’s Board of Directors declared a quarterly cash dividend for the first quarter of 2026 of $2.20 per share, payable on March 31, 2026 to shareholders of record on March 10, 2026.
During the quarter ended December 31, 2025, we issued 4,980,693 units in the Operating Partnership as part of the TRG Acquisition, as further discussed in Note 4.
There were no purchases of equity securities made by Simon or any affiliated purchaser during the quarter ended December 31, 2024.
As of December 31, 2024, no shares had been purchased under the plan.
Future distributions will be determined by Simon’s Board of
During the quarter ended December 31, 2024, we issued 1,572,500 units in the Operating Partnership to acquire an additional 4% ownership in TRG.
Item 8. Financial Statements and Supplementary Data
661 rewritten, 308 added, 162 removed, 1,189 unchanged
We have audited Simon Property Group, Inc.’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal [removed: Control–Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
In our opinion, Simon Property Group, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations and comprehensive income, equity and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February [removed: 21, 2025] [added: 25, 2026,] expressed an unqualified opinion thereon.
| Indianapolis, Indiana February [removed: 21, 2025] [added: 25, 2026] | |
We have audited the accompanying consolidated balance sheets of Simon Property Group, Inc. (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations and comprehensive income, equity and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting [removed: principles.][added: principles.]
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal [removed: Control–Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: framework),] [added: framework)] and our report dated February [removed: 21, 2025] [added: 25, 2026,] expressed an unqualified opinion thereon.
| ** | [added: ] | Evaluation of Investment Properties for Impairment |
| _Description of the Matter_ | | At December 31, [removed: 2024,] [added: 2025,] the Company’s consolidated net investment properties totaled [removed: $21.2] [added: $30.2] billion. As discussed in Note 3 to the consolidated financial statements, the Company reviews investment properties for impairment on a property-by-property basis to identify and evaluate events or changes in circumstances that indicate the carrying value of an investment property may not be recoverable. The Company estimates undiscounted cash flows of an investment property using observable and unobservable inputs such as forecasted operating income before depreciation and amortization over an estimated hold period, estimated capitalization rates, leasing prospects and local market information. [added: Auditing management’s evaluation of certain investment properties for impairment was complex due to the estimation uncertainty in determining the undiscounted cash flows of an investment property. In particular, the impairment evaluation for certain investment properties was sensitive to significant assumptions such as capitalization rates, which can be affected by expectations about future market or economic conditions, demand, and competition.] |
| [added: _Description of the Matter_] | [added: ] | [added: At December 31, 2025, the Partnership’s consolidated net investment properties totaled $30.2 billion. As discussed in Note 3 to the consolidated financial statements, the Partnership reviews investment properties for impairment on a property-by-property basis to identify and evaluate events or changes in circumstances that indicate the carrying value of an investment property may not be recoverable. The Partnership estimates undiscounted cash flows of an investment property using observable and unobservable inputs such as forecasted operating income before depreciation and amortization over an estimated hold period, estimated capitalization rates, leasing prospects and local market information.] Auditing management’s evaluation of [added: certain] investment properties for impairment was complex due to the estimation uncertainty in determining the undiscounted cash flows of an investment property. In particular, the impairment evaluation for [added: certain] investment properties was sensitive to significant assumptions such as [removed: forecasted cash flows which incorporate operating income before depreciation and amortization, and] capitalization rates, [removed: all of] which can be affected by expectations about future market or economic conditions, demand, and competition. |
| _How We Addressed the Matter in Our Audit_ | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s process for evaluating investment properties for impairment, including controls over management’s review of the significant assumptions described above. [added: ] To test the Company’s evaluation of investment properties for impairment, we performed audit procedures that included, among others, assessing the methodologies applied, evaluating the significant assumptions discussed above and testing the completeness and accuracy of the underlying data used by management in its analysis. We compared the significant assumptions used by management to current industry and economic trends, relevant market information, and other applicable sources. We also involved a valuation specialist to assist in evaluating certain assumptions. In addition, we compared the forecasted operating income before depreciation and amortization to historical actual results and evaluated significant variances, including consideration of the current economic environment. As part of our evaluation, we assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the undiscounted cash flows of the related investment property that would result from changes in the assumptions. |
| _How We Addressed the Matter in Our Audit_ | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s process for [removed: evaluating] [added: the determination of the preliminary estimated fair value of] investments [removed: in unconsolidated entities for impairment,] [added: by property,] including controls over management’s review of the [removed: significant assumptions] [added: estimated capitalization rates] described above. [added: ] To test the Company’s [removed: evaluation] [added: determination] of [added: the preliminary fair value of] investments [removed: in unconsolidated entities for impairment,] [added: by property,] we performed audit procedures that included, among others, assessing the [removed: methodologies] [added: methodology] applied, evaluating the [removed: significant assumptions discussed above] [added: estimated capitalization rates,] and testing the completeness and accuracy of data used by management in its [removed: analysis.] [added: calculation.] We compared the significant [removed: assumptions] [added: assumption] used by management to current industry and economic trends, relevant market information, and other applicable sources. We also involved a valuation specialist to assist in evaluating [removed: certain assumptions. In addition, we compared] the [removed: forecasted operating income before depreciation and amortization to historical actual results and evaluated significant variances, including consideration of the current economic environment.] [added: estimated capitalization rates for certain properties.] As part of our evaluation, we [removed: assessed the historical accuracy of management’s estimates and] performed sensitivity analyses of [removed: significant assumptions] [added: estimated capitalization rates] to evaluate the changes in the [removed: cash flows and the] [added: preliminary] fair value [removed: of the related investment] that would result from changes in the [removed: assumptions, and we evaluated whether a decline in fair value below the related investment’s carrying value was other-than-temporary.] [added: assumption.] |
We have audited Simon Property Group, L.P.’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal [removed: Control–Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
In our opinion, Simon Property Group, L.P. (the Partnership) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Partnership as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations and comprehensive income, equity and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February [removed: 21, 2025] [added: 25, 2026,] expressed an unqualified opinion thereon.
We have audited the accompanying consolidated balance sheets of Simon Property Group, L.P. (the Partnership) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations and comprehensive income, equity and cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Partnership’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal [removed: Control–Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: framework),] [added: framework)] and our report dated February [removed: 21, 2025] [added: 25, 2026,] expressed an unqualified opinion thereon.
| _How We Addressed the Matter in Our Audit_ | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Partnership’s process for [removed: evaluating] [added: the determination of the preliminary estimated fair value of] investments [removed: in unconsolidated entities for impairment,] [added: by property,] including controls over management’s review of the [removed: significant assumptions] [added: estimated capitalization rates] described above. To test the Partnership’s [removed: evaluation] [added: determination] of [added: the preliminary fair value of] investments [removed: in unconsolidated entities for impairment,] [added: by property,] we performed audit procedures that included, among others, assessing the [removed: methodologies] [added: methodology] applied, evaluating the [removed: significant assumptions discussed above] [added: estimated capitalization rates,] and testing the completeness and accuracy of data used by management in its [removed: analysis.] [added: calculation.] We compared the significant [removed: assumptions] [added: assumption] used by management to current industry and economic trends, relevant market information, and other applicable sources. We also involved a valuation specialist to assist in evaluating [removed: certain assumptions. In addition, we compared] the [removed: forecasted operating income before depreciation and amortization to historical actual results and evaluated significant variances, including consideration of the current economic environment.] [added: estimated capitalization rates for certain properties.] As part of our evaluation, we [removed: assessed the historical accuracy of management’s estimates and] performed sensitivity analyses of [removed: significant assumptions] [added: estimated capitalization rates] to evaluate the changes in the [removed: cash flows and the] [added: preliminary] fair value [removed: of the related investment] that would result from changes in the [removed: assumptions, and we evaluated whether a decline in fair value below the related investment’s carrying value was other-than-temporary.] [added: assumption.] |
| We have served as the Partnership’s auditor since 2002. Indianapolis, Indiana February [removed: 21, 2025] [added: 25, 2026] | |
| | [added: ] | December 31, | | [added: ] | December 31, | |
| | | [added: 2025 | | |] 2024 | | [added: ] | 2023 | |
| Investment properties, at cost | | $ | [removed: 40,242,392] [added: 50,946,067] | | $ | [removed: 39,285,138] [added: 40,242,392] |
| Less - accumulated depreciation | | | [removed: 19,047,078] [added: 20,701,510] | | | [removed: 17,716,788] [added: 19,047,078] |
| [removed: Cash and cash equivalents] [added: CASH AND CASH EQUIVALENTS, beginning of period] | [removed: ] [added: ] | | 1,400,345 | | | 1,168,991 | [added: | | 621,628 |]
| [removed: Short-term] [added: Purchase of short-term] investments | [removed: ] [added: ] | | — | | | [removed: 1,000,000] [added: (600,000)] | [added: | | (1,000,000) |]
| Tenant receivables and accrued revenue, net | | | [removed: 796,513] [added: 934,077] | | | [removed: 826,126] [added: 796,513] |
| Investment in TRG, at equity | | | [removed: 3,069,297] [added: —] | | | [removed: 3,049,719] [added: 3,069,297] |
| Investment in Klépierre, at equity | | | [removed: 1,384,267] [added: 1,505,377] | | | [removed: 1,527,872] [added: 1,384,267] |
| Investment in other unconsolidated entities, at equity | | | [removed: 2,670,739] [added: 4,362,339] | | | [removed: 3,540,648] [added: 2,670,739] |
| Right-of-use assets, net | | | [removed: 519,607] [added: 755,934] | | | [removed: 484,073] [added: 519,607] |
| Deferred costs and other assets | | | [removed: 1,369,609] [added: 1,981,035] | | | [removed: 1,117,716] [added: 1,369,609] |
| Total assets | | $ | [removed: 32,405,691] [added: 40,606,466] | | $ | [removed: 34,283,495] [added: 32,405,691] |
| Mortgages and unsecured indebtedness | | $ | [removed: 24,264,495] [added: 28,430,175] | | $ | [removed: 26,033,423] [added: 24,264,495] |
| Accounts payable, accrued expenses, intangibles, and deferred revenues | | | [removed: 1,712,465] [added: 1,954,402] | | | [removed: 1,693,248] [added: 1,712,465] |
| Cash distributions and losses in unconsolidated entities, at equity | | | [removed: 1,680,431] [added: 1,739,418] | | | [removed: 1,760,922] [added: 1,680,431] |
| Dividend payable | | | [removed: 2,410] [added: 2,723] | | | [removed: 1,842] [added: 2,410] |
| Lease liabilities | | | [removed: 520,283] [added: 756,539] | | | [removed: 484,861] [added: 520,283] |
| Other liabilities | | | [removed: 626,155] [added: 1,017,816] | | | [removed: 621,601] [added: 626,155] |
| Total liabilities | | | [removed: 28,806,239] [added: 33,901,073] | | | [removed: 30,595,897] [added: 28,806,239] |
As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include, for the period from the acquisition date of October 31, 2025 through December 31, 2025, the internal controls of The Taubman Realty Group, LLC, which is included in the 2025 consolidated financial statements of Simon Property Group, Inc. and constituted 26% of total assets as of December 31, 2025 and 2% of revenues for the year then ended.
Our audit of internal control over financial reporting of Simon Property Group, Inc. also did not include an evaluation of the internal control over financial reporting of The Taubman Realty Group, LLC.
| ** | | Acquisition of the Remaining Interest in The Taubman Realty Group |
| _Description of the Matter_ | | On October 31, 2025, the Company completed its acquisition of the remaining 12% ownership interest in The Taubman Realty Group (TRG) for consideration of approximately $0.9 billion, as described in Note 4 of the consolidated financial statements. The Company accounted for this acquisition as a business combination. As the valuation of assets acquired and liabilities assumed as of December 31, 2025 was not yet finalized, the purchase price was recorded based on preliminary estimates of the fair values of the assets acquired, liabilities assumed, and noncontrolling interests. TRG held interests in both consolidated and unconsolidated investment properties and, as described in Note 4, the preliminary estimation of the fair value required determining the values for both consolidated and unconsolidated investments. The Company derived the estimated fair value of investments in consolidated and unconsolidated entities by utilizing various observable and unobservable inputs, such as historical and forecasted operating income before depreciation and amortization, and estimated capitalization rates. Auditing management’s preliminary determination of the estimated fair value of investments by property was complex due to the judgmental nature of assumptions made by management. In particular, this preliminary fair value determination was sensitive to the use of capitalization rates as a significant assumption. |
| Indianapolis, Indiana February 25, 2026 | |
As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include, for the period from the acquisition date of October 31, 2025 through December 31, 2025, the internal controls of The Taubman Realty Group, LLC, which is included in the 2025 consolidated financial statements of Simon Property Group, L.P. and constituted 26% of total assets as of December 31, 2025 and 2% of revenues for the year then ended.
Our audit of internal control over financial reporting of Simon Property Group, L.P. also did not include an evaluation of the internal control over financial reporting of The Taubman Realty Group, LLC.
| Indianapolis, Indiana February 25, 2026 | |
| ** | | Acquisition of the Remaining Interest in The Taubman Realty Group |
| _Description of the Matter_ | | On October 31, 2025, the Partnership completed its acquisition of the remaining 12% ownership interest in The Taubman Realty Group (TRG) for consideration of approximately $0.9 billion, as described in Note 4 of the consolidated financial statements. The Partnership accounted for this acquisition as a business combination. As the valuation of assets acquired and liabilities assumed as of December 31, 2025 was not yet finalized, the purchase price was recorded based on preliminary estimates of the fair values of the assets acquired, liabilities assumed, and noncontrolling interests. TRG held interests in both consolidated and unconsolidated investment properties and, as described in Note 4, the preliminary estimation of the fair value required determining the values for both consolidated and unconsolidated investments. The Partnership derived the estimated fair value of investments in consolidated and unconsolidated entities by utilizing various observable and unobservable inputs, such as historical and forecasted operating income before depreciation and amortization, and estimated capitalization rates. Auditing management’s preliminary determination of the estimated fair value of investments by property was complex due to the judgmental nature of assumptions made by management. In particular, this preliminary fair value determination was sensitive to the use of capitalization rates as a significant assumption. |
| | | 2025 | | | 2024 | |
| | | | 30,244,557 | | | 21,195,314 |
| Cash and cash equivalents | | | 823,147 | | | 1,400,345 |
| | | | | | | | | Accumulated Other | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Issuance of limited partner units (4,980,693 units) | | | | | | | | | | | | | | | | | | | | | 863,403 | | | 863,403 | |
| Redemption of limited partner units (41,510 units) | | | | | | | | | | | | (6,921) | | | | | | | | | (360) | | | (7,281) | |
| Treasury stock purchase (1,246,190 shares) | | | | | | | | | | | | | | | | | | (226,826) | | | | | | (226,826) | |
| Issuance of unit equivalents and other (81,996 common shares repurchased) | | | | | | | | | | | | 131 | | | (60,361) | | | (13,912) | | | 356,185 | | | 282,043 | |
| Unrealized loss on hedging activities | | | | | | | | | (27,586) | | | | | | | | | | | | (3,816) | | | (31,402) | |
| Currency translation adjustments | | | | | | | | | (41,635) | | | | | | | | | | | | (11,048) | | | (52,683) | |
| Other comprehensive income | | | | | | | | | (58,335) | | | | | | | | | | | | (13,012) | | | (71,347) | |
| Balance at December 31, 2025 | | $ | 40,451 | | $ | 33 | | $ | (251,361) | | $ | 12,347,192 | | $ | (4,608,136) | | $ | (2,319,911) | | $ | 1,263,819 | | $ | 6,472,087 | |
| | | 2025 | | | 2024 | |
| | | | 30,244,557 | | | 21,195,314 |
| Cash and cash equivalents | | | 823,147 | | | 1,400,345 |
| Tenant receivables and accrued revenue, net | | | 934,077 | | | 796,513 |
| Investment in other unconsolidated entities, at equity | | | 4,362,339 | | | 2,670,739 |
| Investment in Klépierre, at equity | | | 1,505,377 | | | 1,384,267 |
| Investment in TRG, at equity | | | — | | | 3,069,297 |
| Right-of-use assets, net | | | 755,934 | | | 519,607 |
| Deferred costs and other assets | | | 1,981,035 | | | 1,369,609 |
| Total assets | | $ | 40,606,466 | | $ | 32,405,691 |
| Accounts payable, accrued expenses, intangibles, and deferred revenues | | | 1,954,402 | | | 1,712,465 |
| Cash distributions and losses in unconsolidated entities, at equity | | | 1,739,418 | | | 1,680,431 |
| Other liabilities | | | 1,017,816 | | | 626,155 |
| Total liabilities | | | 33,901,073 | | | 28,806,239 |
| Total equity | | | 6,472,087 | | | 3,414,723 |
| Total liabilities and equity | | $ | 40,606,466 | | $ | 32,405,691 |
| Lease income | | $ | 5,839,160 | | $ | 5,389,760 | | $ | 5,164,335 |
| --- | --- | --- |
| ** | | Evaluation of Investments in Unconsolidated Entities for Impairment |
| _Description of the Matter_ | | At December 31, 2024, the carrying value of the Company’s investments in unconsolidated entities and its investments in Klépierre and TRG totaled $7.1 billion. As explained in Note 3 to the consolidated financial statements, the Company reviews investments in unconsolidated entities for impairment if events or changes in circumstances indicate that the carrying value of an investment in an unconsolidated entity may not be recoverable. To identify and evaluate whether an other-than-temporary decline in the fair value of an investment below its carrying value has occurred, the Company assesses economic and operating conditions that may affect the fair value of the investment. The evaluation of operating conditions may include developing estimates of forecasted cash flows or operating income before depreciation and amortization to support the recoverability of the carrying amount of the investment. When required, the Company estimates the fair value of an investment and assesses whether any impairment is other than temporary using observable and unobservable inputs such as forecasted operating income before depreciation and amortization, estimated capitalization rates, or relevant market multiples, leasing prospects and local market information. Auditing management’s evaluation of investments in unconsolidated entities for impairment was complex due to the estimation uncertainty in determining the forecasted cash flows, operating income before depreciation and amortization, estimated fair value of investments and whether any decline in fair value below the related investment’s carrying amount is other-than-temporary. In particular, the impairment evaluation for these investments was sensitive to significant assumptions such as forecasted cash flows, which incorporate operating income before depreciation and amortization, relevant market multiples, and capitalization rates, all of which can be affected by expectations about future market or economic conditions, demand, and competition. |
| _Description of the Matter_ | | At December 31, 2024, the Partnership’s consolidated net investment properties totaled $21.2 billion. As discussed in Note 3 to the consolidated financial statements, the Partnership reviews investment properties for impairment on a property-by-property basis to identify and evaluate events or changes in circumstances that indicate the carrying value of an investment property may not be recoverable. The Partnership estimates undiscounted cash flows of an investment property using observable and unobservable inputs such as forecasted operating income before depreciation and amortization over an estimated hold period, estimated capitalization rates, leasing prospects and local market information. Auditing management’s evaluation of investment properties for impairment was complex due to the estimation uncertainty in determining the undiscounted cash flows of an investment property. In particular, the impairment evaluation for investment properties was sensitive to significant assumptions such as forecasted cash flows, which incorporate operating income before depreciation |
| | | and amortization, and capitalization rates, all of which can be affected by expectations about future market or economic conditions, demand, and competition. |
| _Description of the Matter_ | | At December 31, 2024, the carrying value of the Partnership’s investments in unconsolidated entities and its investments in Klépierre and TRG totaled $7.1 billion. As explained in Note 3 to the consolidated financial statements, the Partnership reviews investments in unconsolidated entities for impairment if events or changes in circumstances indicate that the carrying value of an investment in an unconsolidated entity may not be recoverable. To identify and evaluate whether an other-than-temporary decline in the fair value of an investment below its carrying value has occurred, the Partnership assesses economic and operating conditions that may affect the fair value of the investment. The evaluation of operating conditions may include developing estimates of forecasted cash flows or operating income before depreciation and amortization to support the recoverability of the carrying amount of the investment. When required, the Partnership estimates the fair value of an investment and assesses whether any impairment is other than temporary using observable and unobservable inputs such as forecasted operating income before depreciation and amortization, estimated capitalization rates, or relevant market multiples, leasing prospects and local market information. Auditing management’s evaluation of investments in unconsolidated entities for impairment was complex due to the estimation uncertainty in determining the forecasted cash flows, operating income before depreciation and amortization, estimated fair value investments and whether any decline in fair value below the related investment’s carrying amount is other-than-temporary. In particular, the impairment evaluation for these investments was sensitive to significant assumptions such as forecasted cash flows, which incorporate operating income before depreciation and amortization, relevant market multiples, and capitalization rates, all of which can be affected by expectations about future market or economic conditions, demand, and competition. |
| | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| | | | 21,195,314 | | | 21,568,350 |
| Proceeds from (establishment of) trust account for special purpose acquisition company | | | — | | | — | | | 345,000 |
| Liquidation of special purpose acquisition company | | | — | | | — | | | (345,000) |
| Balance at December 31, 2021 | | $ | 41,763 | | $ | 34 | | $ | (185,186) | | $ | 11,212,990 | | $ | (5,823,708) | | $ | (1,884,441) | | $ | 491,533 | | $ | 3,852,985 | |
| Redemption of limited partner units (14,740 units) | | | | | | | | | | | | (1,708) | | | | | | | | | (144) | | | (1,852) | |
| Treasury stock purchase (1,830,022 shares) | | | | | | | | | | | | | | | | | | (180,387) | | | | | | (180,387) | |
| Issuance of unit equivalents and other (46,555 common shares repurchased) | | | | | | | | | | | | (2,769) | | | 21,206 | | | (6,788) | | | 10,600 | | | 22,249 | |
| Unrealized gain on hedging activities | | | | | | | | | 47,888 | | | | | | | | | | | | 6,920 | | | 54,808 | |
| Currency translation adjustments | | | | | | | | | (24,427) | | | | | | | | | | | | (3,692) | | | (28,119) | |
| Other comprehensive income | | | | | | | | | 20,313 | | | | | | | | | | | | 2,772 | | | 23,085 | |
| Proceeds from (establishment of) trust account for special purpose acquisition company | | | — | | | — | | | 345,000 |
| Liquidation of special purpose acquisition company | | | — | | | — | | | (345,000) |
| CASH AND CASH EQUIVALENTS, beginning of period | | | 1,168,991 | | | 621,628 | | | 533,936 |
| Balance at December 31, 2021 | | $ | 41,763 | | $ | 3,319,689 | | $ | 477,292 | | $ | 14,241 | | $ | 3,852,985 | |
| Redemption of limited partner units (14,740 units) | | | | | | (1,708) | | | (144) | | | | | | (1,852) | |
| Treasury unit purchase (1,830,022 units) | | | | | | (180,387) | | | | | | | | | (180,387) | |
| Issuance of unit equivalents and other (72,442 LTIP units and 46,555 common units) | | | | | | 11,649 | | | (1) | | | 10,601 | | | 22,249 | |
| Unrealized gain on hedging activities | | | | | | 47,888 | | | 6,920 | | | | | | 54,808 | |
| Currency translation adjustments | | | | | | (24,427) | | | (3,692) | | | | | | (28,119) | |
| Other comprehensive income | | | | | | 20,313 | | | 2,772 | | | | | | 23,085 | |
| Distributions, excluding distributions on preferred interests classified as temporary equity | | | (3,337) | | | (2,260,670) | | | (326,550) | | | (1,362) | | | (2,591,919) | |
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.
These international properties and TRG are managed by joint ventures in which we share control.
Cash equivalents generally consist of
We classify short-term investments, which consist of time-deposits with original maturities in excess of 90 days as available-for-sale.
Short-term investments are reported at fair value and reviewed periodically for allowances for credit losses and impairment.
When evaluating the investments, we review factors such as the extent to which the fair value of the security is less than the amortized cost basis, adverse conditions specifically related to the security, the financial condition of the issuer, the Company’s intent to sell, and whether it would be more likely than not that the Company would be required to sell the investments before the recovery of their amortized cost basis.
The notional value of our time-deposits approximate fair value given the relatively short-term nature of the instrument.
| Total | | $ | 1,113,779 | | $ | 97,696 | | $ | 1,016,083 | | $ | \- |
| Other Liabilities | | $ | 38,146 | | $ | \- | | $ | 9,774 | | $ | 28,372 |
generally accepted in the United States, or GAAP.
| | | $ | 1,369,609 | | $ | 1,117,716 | |
An excerpt. Shown here: 40 of 661 rewritten, 40 of 308 added and 40 of 162 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data in the FY2025 filing and the FY2024 filing.
Item 9A. Controls and Procedures
12 rewritten, 17 added, 0 removed, 36 unchanged
Our management, with the participation of Simon’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of Simon’s disclosure controls and procedures as of December 31, [removed: 2024.][added: 2025.]
Based on that evaluation, Simon’s Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, [removed: 2024,] [added: 2025,] Simon’s disclosure controls and procedures were effective at a reasonable assurance level.
We assessed the effectiveness of Simon’s internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]
Based on that assessment and criteria, we believe that, as of December 31, [removed: 2024,] [added: 2025,] Simon’s internal control over financial reporting was effective.
The audit report of Ernst & Young LLP on their assessment of Simon's internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] is set forth within Item 8 of this Form 10-K.
There have not been any changes in Simon’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the year ended December 31, [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, Simon’s internal control over financial [removed: reporting.][added: reporting, except as noted above related to TRG.]
Our management, with the participation of Simon’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Operating Partnership’s disclosure controls and procedures as of December 31, [removed: 2024.][added: 2025.]
Based on that evaluation, Simon’s Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, [removed: 2024,] [added: 2025,] the Operating Partnership’s disclosure controls and procedures were effective at a reasonable assurance level.
We assessed the effectiveness of the Operating Partnership’s internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]
Based on that assessment and criteria, we believe that, as of December 31, [removed: 2024,] [added: 2025,] the Operating Partnership’s internal control over financial reporting was effective.
The audit report of Ernst & Young LLP on their assessment of the Operating Partnership’s internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] is set forth within Item 8 of this Form 10-K.
There have not been any changes in the Operating Partnership’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the year ended December 31, [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial [removed: reporting.][added: reporting, except as noted above related to TRG.]
On October 31, 2025, the Company completed the acquisition of the remaining interest in The Taubman Realty Group, LLC, or TRG, which was accounted for as a business combination.
Refer to Part II.
Item 8.
Financial Statements and Supplementary Data, Note 4 – Real Estate Acquisitions and Dispositions for further information.
The Company is in process of analyzing and evaluating the internal control environment as it relates to the integration of TRG, which may result in additions or changes to our internal control over financial reporting.
The Company excluded TRG’s operations from the scope of our annual assessment of the effectiveness of internal control over financial reporting for the period from October 31, 2025 through December 31, 2025 in accordance with the Securities and Exchange Commission guidance.
Such guidance permits management to omit an assessment of an acquired business' internal control over financial reporting from management's assessment of internal control over financial reporting for a period not to exceed one year.
TRG consolidated total asset and total revenues represent approximately 26% and 2%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025.
On October 31, 2025, the Company completed the acquisition of the remaining interest in The Taubman Realty Group, LLC, or TRG, which was accounted for as a business combination.
Refer to Part II.
Item 8.
Financial Statements and Supplementary Data, Note 4 – Real Estate Acquisitions and Dispositions for further information.
The Company is in process of analyzing and evaluating the internal control environment as it relates to the integration of TRG, which may result in additions or changes to our internal control over financial reporting.
The Company
excluded TRG’s operations from the scope of our annual assessment of the effectiveness of internal control over financial reporting for the period from October 31, 2025 through December 31, 2025 in accordance with the Securities and Exchange Commission guidance.
Such guidance permits management to omit an assessment of an acquired business' internal control over financial reporting from management's assessment of internal control over financial reporting for a period not to exceed one year.
TRG consolidated total asset and total revenues represent approximately 26% and 2%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025.
Item 10. Directors, Executive Officers and Corporate Governance
1 rewritten, 4 added, 0 removed, 0 unchanged
The [added: other] information required by this item is incorporated herein by reference to the definitive proxy statement for Simon’s [removed: 2025] [added: 2026] annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A and the information included under the caption "Information about our Executive Officers" in Part I hereof.
The Company has adopted an insider trading policy, a copy of which may be found as Exhibit 19.1 hereto, governing the purchase, sale and/or other dispositions of our securities by directors, officers and employees that is designed to promote compliance with insider trading laws, rules and regulations, as well as NYSE listing standards.
The insider trading policy prohibits the trading of the Company’s securities on the basis of material, non-public information and establishes regular blackout periods wherein certain designated employees are prohibited from trading in the Company’s securities.
The insider trading policy also prohibits employees and directors from hedging the ownership of Company securities.
In addition, the Company does not permit its executive officers and directors to pledge shares.
Item 11. Executive Compensation
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this item is incorporated herein by reference to the definitive proxy statement for Simon’s [removed: 2025] [added: 2026] annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this item is incorporated herein by reference to the definitive proxy statement for Simon’s [removed: 2025] [added: 2026] annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A.
Item 13. Certain Relationships and Related Transactions and Director Independence
8 rewritten, 2 added, 2 removed, 13 unchanged
The information required by this item is incorporated herein by reference to the definitive proxy statement for Simon’s [removed: 2025] [added: 2026] annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A.
Ernst & Young has advised us that it has billed or will bill these indicated amounts for the following categories of services for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively:
| Audit Fees (1) | | $ | [removed: 5,201,000] [added: 5,570,000] | | $ | [removed: 5,506,000] [added: 5,201,000] |
| Audit Related Fees (2) | | | [removed: 6,073,000] [added: 6,106,000] | | | [removed: 5,517,000] [added: 6,073,000] |
| Tax Fees (3) | | | [removed: 298,000] [added: 250,000] | | | [removed: 283,000] [added: 298,000] |
| (1) | Audit Fees include fees for the audits of the financial statements and the effectiveness of internal control over financial reporting and quarterly reviews for Simon and the Operating Partnership and services associated with the related SEC registration statements, periodic reports, and other documents issued in connection with securities offerings. This [added: category may vary year-over-year and is directly tied to the level of capital market and transaction related activities in any given year.] |
| (2) | Audit-Related Fees include audits of individual or portfolios of properties and schedules to comply with lender, joint venture partner or contract requirements, services related to pre-implementation reviews of certain information technology applications, audit services related to our employee benefit plan, and due diligence services in relation to acquisition-related activity for our managed consolidated and joint venture entities and our consolidated non-managed entities. Our share of these Audit-Related Fees was approximately 64% [removed: and 59%] for [removed: the] [added: both] years ended [removed: 2024] [added: 2025] and [removed: 2023, respectively.] [added: 2024.] |
| (3) | Tax Fees include fees for international and other tax consulting services, tax due diligence and tax return compliance services associated with the tax returns for certain managed joint ventures as well as other miscellaneous tax compliance services. Our share of these Tax Fees was approximately [removed: 70%] [added: 64%] and [removed: 59%] [added: 70%] for [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively. |
The information required by this item is incorporated herein by reference to the definitive proxy statement for Simon’s 2026 annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A.
| | | | 2025 | | | 2024 |
| | | | 2024 | | | 2023 |
category may vary year-over-year and is directly tied to the level of capital market and transaction related activities in any given year.
Item 15. Exhibits and Financial Statement Schedules
164 rewritten, 91 added, 66 removed, 338 unchanged
| | | [Reports of Independent Registered Public Accounting [removed: Firm](#ReportofIndependentRegisteredPublic_8386)] [added: Firm](#ReportofIndependentRegisteredPublicAccou)] | 80 |
| | | Consolidated Financial Statements of Simon Property Group, Inc. [Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023](#ConsolidatedBalanceSheets_715324)] [added: 2024](#ConsolidatedBalanceSheets_715324)] | [removed: 88] [added: 89] |
| | | [Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#StatementsofOperationsandComprehensive_2)] [added: 2023](#StatementsofOperationsandComprehensive_2)] | [removed: 89] [added: 90] |
| | | [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#CashFlows_364864)] [added: 2023](#CashFlows_364864)] | [removed: 90] [added: 91] |
| | | [Consolidated Statements of Equity for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#Equity_75278)] [added: 2023](#Equity_75278)] | [removed: 91] [added: 92] |
| | | Consolidated Financial Statements of Simon Property Group, L.P. [Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023](#ConsolidatedBalanceSheets_873302)] [added: 2024](#ConsolidatedBalanceSheets_873302)] | [removed: 93] [added: 94] |
| | | [Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#ConsolidatedStatementsofOperations_36940)] [added: 2023](#ConsolidatedStatementsofOperations_36940)] | [removed: 94] [added: 95] |
| | | [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#ConsolidatedStatementsofCashFlows_576011)] [added: 2023](#ConsolidatedStatementsofCashFlows_576011)] | [removed: 95] [added: 96] |
| | | [Consolidated Statements of Equity for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#ConsolidatedStatementsofEquity_561160)] [added: 2023](#ConsolidatedStatementsofEquity_561160)] | [removed: 96] [added: 97] |
| | | [Notes to Consolidated Financial Statements](#a1Organization_335491) | [removed: 98] [added: 99] |
| | | [Simon Property Group, Inc. and Simon Property Group, L.P. Schedule III — Schedule of Real Estate and Accumulated Depreciation](#SCHEDULEIII_984064) | [removed: 155] [added: 158] |
| | | [Notes to Schedule III](#Notes_to_ScheduleIII) | [removed: 160] [added: 163] |
| | | [The Exhibit Index attached hereto is hereby incorporated by reference to this Item.](#EXHIBITINDEX_871374) | [removed: 147] [added: 149] |
| 3.2 | | [removed: [Amended and Restated By-Laws] [added: [Bylaws] of Simon Property Group, Inc. [removed: as adopted on March 20, 2017] (incorporated by reference to Exhibit [removed: 3.1] [added: 3.2] of Simon Property Group, Inc.’s [removed: Current Report on] [added: and Simon Property Group, L.P.’s] Form 8-K filed [removed: March 24, 2017).](http://www.sec.gov/Archives/edgar/data/1063761/000110465917019023/a17-9020_1ex3d1.htm)] [added: May 15, 2025).](https://www.sec.gov/Archives/edgar/data/1063761/000110465925049284/tm2515129d1_ex3-2.htm)] |
| [removed: 3.5] [added: 3.3] | | [removed: [Second Amended and Restated Certificate] [added: [Certificate] of Limited Partnership of [removed: the Limited Partnership] [added: Simon Property Group, L.P.] (incorporated by reference to Exhibit [removed: 3.1] [added: 3.3] of Simon Property Group, [removed: L.P.'s Annual Report on] [added: Inc.’s and Simon Property Group, L.P.’s] Form [removed: 10-K] [added: 8-K] filed [removed: March 31, 2003).](http://www.sec.gov/Archives/edgar/data/1022344/000104746903011350/a2104742zex-3_1.htm)] [added: May 15, 2025).](https://www.sec.gov/Archives/edgar/data/1063761/000110465925049284/tm2515129d1_ex3-3.htm)] |
| [removed: 3.6] [added: 3.4] | | [removed: [Eighth] [added: [Ninth] Amended and Restated Limited Partnership Agreement of Simon Property Group, L.P. dated as of May [removed: 8, 2008] [added: 15, 2025] (incorporated by reference to Exhibit [removed: 10.1] [added: 3.4] of Simon Property Group, Inc.’s [removed: Current Report on] [added: and Simon Property Group, L.P.’s] Form 8-K filed May [removed: 9, 2008).](http://www.sec.gov/Archives/edgar/data/1063761/000110465908031885/a08-13696_1ex10d1.htm)] [added: 15, 2025).](https://www.sec.gov/Archives/edgar/data/1063761/000110465925049284/tm2515129d1_ex3-4.htm)] |
| [removed: 3.7] [added: 10.39*] | | [removed: [Certificate] [added: [Form] of [added: Certificate of] Designation of Series [removed: B Junior Participating Redeemable Preferred] [added: 2018 LTIP] Units of Simon Property Group, L.P. (incorporated by reference to Exhibit [removed: 3.1] [added: 10.2] of Simon Property Group, [removed: L.P.'s] [added: Inc.’s and Simon Property Group, L.P.’s] Quarterly Report on Form [removed: 10- Q] [added: 10-Q for the quarter ended March 31, 2018] filed [removed: August 8, 2014).](http://www.sec.gov/Archives/edgar/data/1022344/000104746914006785/a2220960zex-3_1.htm)] [added: on May 3, 2018).](https://www.sec.gov/Archives/edgar/data/1022344/000155837018003817/spg-20180331ex10290139a.htm)] |
| [removed: 3.8] [added: 3.5] | | [Agreement between Simon Property Group, Inc. and Simon Property Group, L.P. dated March 7, 2007, but effective as of August 27, 1999, regarding a prior agreement filed under an exhibit 99.1 to Form S-3/A of Simon Property Group, L.P. on November 20, 1996 (incorporated by reference to Exhibit 3.4 of Simon Property Group, L.P.'s Annual Report on Form 10-K filed March 16, 2007).](http://www.sec.gov/Archives/edgar/data/1022344/000104746907001854/a2176666zex-3_4.htm) |
| [removed: 3.9] [added: 3.6] | | [Agreement between Simon Property Group, Inc. and Simon Property Group, L.P. dated April 29, 2009, but effective as of October 14, 2004, regarding redemption of the Registrant's Series I Preferred Units (incorporated by reference to Exhibit 3.2 of Simon Property Group, L.P.'s Quarterly Report on Form 10-Q filed May 8, 2009).](http://www.sec.gov/Archives/edgar/data/1022344/000104746909005270/a2192861zex-3_2.htm) |
| 4.2 | | [Description of Each Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/1063761/000155837025001271/spg-20241231xex4d2.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/1063761/000110465926019419/spg-20251231xex4d2.htm)] |
| 10.8* | | [Form of Non-Employee Director Restricted Stock Award Agreement under the Simon Property Group, L.P. 1998 Stock Incentive Plan (incorporated by reference to Exhibit 10.10 of Simon Property Group, Inc.’s Annual Report on Form 10-K filed March 16, [removed: 2005).](http://www.sec.gov/Archives/edgar/data/1063761/000104746907001496/a2176251zex-10_9.htm)] [added: 2005).](https://www.sec.gov/Archives/edgar/data/1063761/000104746905006797/a2153313zex-10_10.htm)] |
| 10.38* | | [Form of Simon Property Group Series 2018 LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.1 of Simon Property Group, Inc.’s and Simon Property Group, L.P.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 filed on May 3, [removed: 2018).](http://www.sec.gov/Archives/edgar/data/1022344/000104746916012892/a2228363zex-10_1.htm)] [added: 2018).](https://www.sec.gov/Archives/edgar/data/1022344/000155837018003817/spg-20180331ex1015f617a.htm)] |
| [removed: 10.39*] [added: 10.64*] | | [Form of Certificate of Designation of Series [removed: 2018] [added: 2025] LTIP Units of Simon Property [removed: Group,] [added: Group] L.P. (incorporated by reference to Exhibit [removed: 10.2] [added: 10.3] of Simon Property Group, Inc.’s and Simon Property Group, L.P.’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2018] [added: 2025] filed on May [removed: 3, 2018).](http://www.sec.gov/Archives/edgar/data/1022344/000104746916012892/a2228363zex-10_2.htm)] [added: 12, 2025).](https://www.sec.gov/Archives/edgar/data/1063761/000155837025007380/spg-20250331xex10d3.htm)] |
| 10.56* | | [Form of Simon Property Group Series 2024 LTIP Unit Award Agreement [removed: incorporated] [added: (incorporated] by reference to Exhibit 10.2 of Simon Property Group, Inc.’s and Simon Property Group, L.P.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 filed on May 7, 2024).](https://www.sec.gov/Archives/edgar/data/1063761/000155837024007058/spg-20240331xex10d2.htm) |
| 19.1 | | [Simon Property Group, Inc. – Insider Trading [removed: Policy](https://www.sec.gov/Archives/edgar/data/1063761/000155837025001271/spg-20241231xex19d1.htm)] [added: Policy (incorporated by reference to Exhibit 19.1 of Simon Property Group, Inc.’s and Simon Property Group, L.P.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed on February 21, 2025).](https://www.sec.gov/Archives/edgar/data/1063761/000155837025001271/spg-20241231xex19d1.htm)] |
| 21.1 | | [List of Subsidiaries of Simon Property Group Inc. and Simon Property Group, [removed: L.P.](https://www.sec.gov/Archives/edgar/data/1063761/000155837025001271/spg-20241231xex21d1.htm)] [added: L.P.](https://www.sec.gov/Archives/edgar/data/1063761/000110465926019419/spg-20251231xex21d1.htm)] |
| 23.1 | | [Simon Property Group, Inc. — Consent of Ernst & Young [removed: LLP.](https://www.sec.gov/Archives/edgar/data/1063761/000155837025001271/spg-20241231xex23d1.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/1063761/000110465926019419/spg-20251231xex23d1.htm)] |
| 23.2 | | [Simon Property Group, L.P. — Consent of Ernst & Young [removed: LLP.](https://www.sec.gov/Archives/edgar/data/1063761/000155837025001271/spg-20241231xex23d2.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/1063761/000110465926019419/spg-20251231xex23d2.htm)] |
| 31.1 | | [Simon Property Group, Inc. — Certification by the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1063761/000155837025001271/spg-20241231xex31d1.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1063761/000110465926019419/spg-20251231xex31d1.htm)] |
| 31.2 | | [Simon Property Group, Inc. — Certification by the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1063761/000155837025001271/spg-20241231xex31d2.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1063761/000110465926019419/spg-20251231xex31d2.htm)] |
| 31.3 | | [Simon Property Group, L.P. — Certification by the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1063761/000155837025001271/spg-20241231xex31d3.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1063761/000110465926019419/spg-20251231xex31d3.htm)] |
| 31.4 | | [Simon Property Group, L.P. — Certification by the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1063761/000155837025001271/spg-20241231xex31d4.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1063761/000110465926019419/spg-20251231xex31d4.htm)] |
| 32.1 | | [Simon Property Group, Inc. — Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1063761/000155837025001271/spg-20241231xex32d1.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1063761/000110465926019419/spg-20251231xex32d1.htm)] |
| 32.2 | | [Simon Property Group, L.P. — Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1063761/000155837025001271/spg-20241231xex32d2.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1063761/000110465926019419/spg-20251231xex32d2.htm)] |
| 97 | | [Simon Property Group, Inc. – Policy For Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97 of Simon Property Group, Inc.’s [added: and Simon Property Group, L.P.’s] Annual Report on Form 10-K [added: for the fiscal year ended December 31, 2023] filed [added: on] February 22, 2024).](https://www.sec.gov/Archives/edgar/data/1022344/000155837024001532/spg-20231231xex97.htm) |
| | | Date: February [removed: 21, 2025] [added: 25, 2026] |
| | | Date: February [removed: 21, 2025] [added: 25, 2026] |
| /s/ DAVID SIMON | | Chairman of the Board of Directors, Chief Executive Officer (Principal Executive Officer) and President | | February [removed: 21, 2025] [added: 25, 2026] |
| /s/ ELI SIMON | | [removed: Director] [added: Director, Executive Vice President] and Chief [removed: Investment] [added: Operating] Officer | | February [removed: 21, 2025] [added: 25, 2026] |
| /s/ RICHARD S. SOKOLOV | | Director and Vice Chairman | | February [removed: 21, 2025] [added: 25, 2026] |
| 2.3 | | [Plan of Conversion of Simon Property Group, Inc. (incorporated by reference to Exhibit 2.1 of Simon Property Group, Inc.’s and Simon Property Group, L.P.’s Form 8-K filed May 15, 2025).](https://www.sec.gov/Archives/edgar/data/1063761/000110465925049284/tm2515129d1_ex2-1.htm) |
| 2.4 | | [Plan of Conversion of Simon Property Group, L.P. (incorporated by reference to Exhibit 2.2 of Simon Property Group, Inc.’s and Simon Property Group, L.P.’s Form 8-K filed May 15, 2025).](https://www.sec.gov/Archives/edgar/data/1063761/000110465925049284/tm2515129d1_ex2-2.htm) |
| 3.1 | | [Articles of Incorporation of Simon Property Group, Inc. (incorporated by reference to Exhibit 3.1 of Simon Property Group, Inc.’s and Simon Property Group, L.P.’s Form 8-K filed May 15, 2025).](https://www.sec.gov/Archives/edgar/data/1063761/000110465925049284/tm2515129d1_ex3-1.htm) |
| 10.62* | | [Simon Property Group, L.P. 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of Simon Property Group, Inc.’s and Simon Property Group, L.P.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 filed on May 12, 2025).](https://www.sec.gov/Archives/edgar/data/1063761/000155837025007380/spg-20250331xex10d1.htm) |
| 10.63* | | [Form of Simon Property Group Series 2025 LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.2 of Simon Property Group, Inc.’s and Simon Property Group, L.P.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 filed on May 12, 2025).](https://www.sec.gov/Archives/edgar/data/1063761/000155837025007380/spg-20250331xex10d2.htm) |
| 10.65* | | [Form of Simon Property Group 2025 Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.4 of Simon Property Group, Inc.’s and Simon Property Group, L.P.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 filed on May 12, 2025).](https://www.sec.gov/Archives/edgar/data/1063761/000155837025007380/spg-20250331xex10d4.htm) |
| 10.66 | | [Form of Simon Property Group Indemnity Agreement.](https://www.sec.gov/Archives/edgar/data/1063761/000110465926019419/spg-20251231xex10d66.htm) |
| | | |
| | | |
| | | |
| | | |
| /s/ MARTIN J. CICCO | | Director | | February 25, 2026 |
| Martin J. Cicco | | | | |
_December 31, 2025_
| Barton Creek Square | | Austin, TX | | $ | — | | $ | 2,903 | | $ | 20,929 | | $ | 7,983 | | $ | 106,062 | | $ | 10,886 | | $ | 126,991 | | $ | 137,877 | | $ | 80,752 | | 1981 | |
| Battlefield Mall | | Springfield, MO | | | — | | | 3,919 | | | 27,231 | | | 3,000 | | | 80,325 | | | 6,919 | | | 107,556 | | | 114,475 | | | 83,807 | | 1970 | |
| Brea Mall | | Brea (Los Angeles), CA | | | — | | | 38,639 | | | 209,202 | | | 3,847 | | | 268,608 | | | 42,486 | | | 477,810 | | | 520,296 | | | 198,351 | | 1998 | (4) |
| Briarwood Mall | | Ann Arbor, MI | | | 165,000 | | | 12,000 | | | 280,220 | | | — | | | 6,154 | | | 12,000 | | | 286,374 | | | 298,374 | | | 131,983 | | 1998 | (4) (5) |
| Brickell City Centre | | Miami, FL | | | — | | | 71,243 | | | 622,914 | | | — | | | 11,430 | | | 71,243 | | | 634,344 | | | 705,587 | | | 155,460 | | 2007 | (4) (5) |
| Burlington Mall | | Burlington (Boston), MA | | | — | | | 46,600 | | | 303,618 | | | 27,458 | | | 281,654 | | | 74,058 | | | 585,272 | | | 659,330 | | | 333,311 | | 1998 | (4) |
| Castleton Square | | Indianapolis, IN | | | — | | | 26,250 | | | 98,287 | | | 7,434 | | | 85,449 | | | 33,684 | | | 183,736 | | | 217,420 | | | 143,474 | | 1972 | |
| Columbia Center | | Kennewick, WA | | | — | | | 17,441 | | | 66,580 | | | — | | | 51,329 | | | 17,441 | | | 117,909 | | | 135,350 | | | 81,369 | | 1987 | |
| Copley Place | | Boston, MA | | | — | | | — | | | 378,045 | | | — | | | 289,472 | | | — | | | 667,517 | | | 667,517 | | | 348,151 | | 2002 | (4) |
| Coral Square | | Coral Springs (Miami), FL | | | — | | | 12,282 | | | 93,630 | | | — | | | 23,515 | | | 12,282 | | | 117,145 | | | 129,427 | | | 97,617 | | 1984 | |
| Cordova Mall | | Pensacola, FL | | | — | | | 18,626 | | | 73,091 | | | 7,321 | | | 78,784 | | | 25,947 | | | 151,875 | | | 177,822 | | | 103,031 | | 1998 | (4) |
| Domain, The | | Austin, TX | | | 210,000 | | | 40,436 | | | 197,010 | | | — | | | 199,021 | | | 40,436 | | | 396,031 | | | 436,467 | | | 228,386 | | 2005 | |
| Empire Mall | | Sioux Falls, SD | | | 120,000 | | | 35,998 | | | 192,186 | | | — | | | 55,411 | | | 35,998 | | | 247,597 | | | 283,595 | | | 105,207 | | 1998 | (5) |
| Fashion Mall at Keystone, The | | Indianapolis, IN | | | — | | | — | | | 120,579 | | | 29,145 | | | 127,707 | | | 29,145 | | | 248,286 | | | 277,431 | | | 163,906 | | 1997 | (4) |
| Haywood Mall | | Greenville, SC | | | — | | | 11,585 | | | 133,893 | | | 6 | | | 50,334 | | | 11,591 | | | 184,227 | | | 195,818 | | | 136,739 | | 1998 | (4) |
| King of Prussia | | King of Prussia (Philadelphia), PA | | | — | | | 175,063 | | | 1,128,236 | | | — | | | 482,583 | | | 175,063 | | | 1,610,819 | | | 1,785,882 | | | 720,630 | | 2003 | (5) |
| La Plaza Mall (13) | | McAllen, TX | | | — | | | 87,912 | | | 9,828 | | | 6,569 | | | 202,366 | | | 94,481 | | | 212,194 | | | 306,675 | | | 82,907 | | 1976 | |
| Lenox Square | | Atlanta, GA | | | — | | | 37,216 | | | 492,411 | | | — | | | 171,089 | | | 37,216 | | | 663,500 | | | 700,716 | | | 471,597 | | 1998 | (4) |
| Mall of Georgia | | Buford (Atlanta), GA | | | — | | | 47,492 | | | 326,633 | | | — | | | 23,980 | | | 47,492 | | | 350,613 | | | 398,105 | | | 251,649 | | 1999 | (5) |
| Menlo Park Mall | | Edison (New York), NJ | | | — | | | 65,684 | | | 223,252 | | | — | | | 117,725 | | | 65,684 | | | 340,977 | | | 406,661 | | | 234,244 | | 1997 | (4) |
| North East Mall | | Hurst (Dallas), TX | | | — | | | 128 | | | 12,966 | | | 19,010 | | | 137,413 | | | 19,138 | | | 150,379 | | | 169,517 | | | 117,354 | | 1971 | |
| Orland Square | | Orland Park (Chicago), IL | | | — | | | 35,439 | | | 129,906 | | | — | | | 87,148 | | | 35,439 | | | 217,054 | | | 252,493 | | | 148,468 | | 1997 | (4) |
| Phillips Place | | Charlotte, NC | | | — | | | 19,991 | | | 113,280 | | | — | | | — | | | 19,991 | | | 113,280 | | | 133,271 | | | 481 | | 2025 | (4) |
| Phipps Plaza | | Atlanta, GA | | | — | | | 15,005 | | | 210,610 | | | — | | | 291,328 | | | 15,005 | | | 501,938 | | | 516,943 | | | 252,608 | | 1998 | (4) |
| Plaza Carolina | | Carolina (San Juan), PR | | | — | | | 15,493 | | | 279,560 | | | — | | | 85,680 | | | 15,493 | | | 365,240 | | | 380,733 | | | 222,337 | | 2004 | (4) |
_December 31, 2025_
| 3.1 | | [Restated Certificate of Incorporation of Simon Property Group, Inc. (incorporated by reference to Appendix A of Simon Property Group, Inc.’s Proxy Statement on Schedule 14A filed March 27, 2009).](http://www.sec.gov/Archives/edgar/data/1063761/000104746909003273/a2191868zdef14a.htm) |
| 3.3 | | [Certificate of Powers, Designations, Preferences and Rights of the 83/8% Series J Cumulative Redeemable Preferred Stock, $0.0001 Par Value (incorporated by reference to Exhibit 3.2 of Simon Property Group, Inc.’s Current Report on Form 8-K filed October 20, 2004).](http://www.sec.gov/Archives/edgar/data/1063761/000110465904031080/a04-11680_1ex3d2.htm) |
| 3.4 | | [Certificate of Designation of Series A Junior Participating Redeemable Preferred Stock (incorporated by reference to Exhibit 3.1 of Simon Property Group, Inc.’s Current Report on Form 8-K filed May 15, 2014).](http://www.sec.gov/Archives/edgar/data/1063761/000089882214000273/certificateofdesignation.htm) |
| /s/ ALLAN HUBBARD | | Director | | February 21, 2025 |
| Allan Hubbard | | | | |
_December 31, 2024_
| Barton Creek Square | | Austin, TX | | $ | \- | | $ | 2,903 | | $ | 20,929 | | $ | 7,983 | | $ | 104,331 | | $ | 10,886 | | $ | 125,260 | | $ | 136,146 | | $ | 77,462 | | 1981 | |
| Battlefield Mall | | Springfield, MO | | | \- | | | 3,919 | | | 27,231 | | | 3,000 | | | 76,698 | | | 6,919 | | | 103,929 | | | 110,848 | | | 82,028 | | 1970 | |
| Brea Mall | | Brea (Los Angeles), CA | | | \- | | | 39,500 | | | 209,202 | | | 3,847 | | | 219,740 | | | 43,347 | | | 428,942 | | | 472,289 | | | 188,906 | | 1998 | (4) |
| Burlington Mall | | Burlington (Boston), MA | | | \- | | | 46,600 | | | 303,618 | | | 27,458 | | | 277,625 | | | 74,058 | | | 581,243 | | | 655,301 | | | 317,197 | | 1998 | (4) |
| Castleton Square | | Indianapolis, IN | | | \- | | | 26,250 | | | 98,287 | | | 7,434 | | | 82,590 | | | 33,684 | | | 180,877 | | | 214,561 | | | 139,683 | | 1972 | |
| Columbia Center | | Kennewick, WA | | | \- | | | 17,441 | | | 66,580 | | | \- | | | 48,803 | | | 17,441 | | | 115,383 | | | 132,824 | | | 78,658 | | 1987 | |
| Copley Place | | Boston, MA | | | \- | | | \- | | | 378,045 | | | \- | | | 236,259 | | | \- | | | 614,304 | | | 614,304 | | | 329,118 | | 2002 | (4) |
| Coral Square | | Coral Springs (Miami), FL | | | \- | | | 12,282 | | | 93,630 | | | \- | | | 23,066 | | | 12,282 | | | 116,696 | | | 128,978 | | | 96,101 | | 1984 | |
| Cordova Mall | | Pensacola, FL | | | \- | | | 18,626 | | | 73,091 | | | 7,321 | | | 76,987 | | | 25,947 | | | 150,078 | | | 176,025 | | | 98,469 | | 1998 | (4) |
| Domain, The | | Austin, TX | | | 210,000 | | | 40,436 | | | 197,010 | | | \- | | | 196,440 | | | 40,436 | | | 393,450 | | | 433,886 | | | 220,797 | | 2005 | |
| Empire Mall | | Sioux Falls, SD | | | 169,566 | | | 35,998 | | | 192,186 | | | \- | | | 41,985 | | | 35,998 | | | 234,171 | | | 270,169 | | | 99,168 | | 1998 | (5) |
| Fashion Mall at Keystone, The | | Indianapolis, IN | | | \- | | | \- | | | 120,579 | | | 29,145 | | | 123,834 | | | 29,145 | | | 244,413 | | | 273,558 | | | 160,486 | | 1997 | (4) |
| Haywood Mall | | Greenville, SC | | | \- | | | 11,585 | | | 133,893 | | | 6 | | | 48,480 | | | 11,591 | | | 182,373 | | | 193,964 | | | 131,890 | | 1998 | (4) |
| King of Prussia | | King of Prussia (Philadelphia), PA | | | \- | | | 175,063 | | | 1,128,236 | | | \- | | | 440,595 | | | 175,063 | | | 1,568,831 | | | 1,743,894 | | | 669,884 | | 2003 | (5) |
| La Plaza Mall (13) | | McAllen, TX | | | \- | | | 87,912 | | | 9,828 | | | 6,569 | | | 197,764 | | | 94,481 | | | 207,592 | | | 302,073 | | | 76,134 | | 1976 | |
| Lenox Square | | Atlanta, GA | | | \- | | | 37,216 | | | 492,411 | | | \- | | | 167,283 | | | 37,216 | | | 659,694 | | | 696,910 | | | 450,514 | | 1998 | (4) |
| Mall of Georgia | | Buford (Atlanta), GA | | | \- | | | 47,492 | | | 326,633 | | | \- | | | 20,688 | | | 47,492 | | | 347,321 | | | 394,813 | | | 240,683 | | 1999 | (5) |
| Menlo Park Mall | | Edison (New York), NJ | | | \- | | | 65,684 | | | 223,252 | | | \- | | | 107,385 | | | 65,684 | | | 330,637 | | | 396,321 | | | 226,902 | | 1997 | (4) |
| North East Mall | | Hurst (Dallas), TX | | | \- | | | 128 | | | 12,966 | | | 19,010 | | | 135,086 | | | 19,138 | | | 148,052 | | | 167,190 | | | 115,948 | | 1971 | |
| Orland Square | | Orland Park (Chicago), IL | | | \- | | | 35,439 | | | 129,906 | | | \- | | | 83,641 | | | 35,439 | | | 213,547 | | | 248,986 | | | 142,289 | | 1997 | (4) |
| Phipps Plaza | | Atlanta, GA | | | \- | | | 15,005 | | | 210,610 | | | \- | | | 274,918 | | | 15,005 | | | 485,528 | | | 500,533 | | | 222,387 | | 1998 | (4) |
| Plaza Carolina | | Carolina (San Juan), PR | | | \- | | | 15,493 | | | 279,560 | | | \- | | | 84,628 | | | 15,493 | | | 364,188 | | | 379,681 | | | 213,887 | | 2004 | (4) |
| Roosevelt Field | | Garden City (New York), NY | | | \- | | | 163,160 | | | 702,008 | | | 1,246 | | | 412,044 | | | 164,406 | | | 1,114,052 | | | 1,278,458 | | | 672,623 | | 1998 | (4) |
| Ross Park Mall | | Pittsburgh, PA | | $ | \- | | $ | 23,541 | | $ | 90,203 | | $ | 5,815 | | $ | 162,232 | | $ | 29,356 | | $ | 252,435 | | $ | 281,791 | | $ | 156,797 | | 1986 | |
| Santa Rosa Plaza | | Santa Rosa, CA | | | \- | | | 10,400 | | | 87,864 | | | \- | | | 31,631 | | | 10,400 | | | 119,495 | | | 129,895 | | | 80,614 | | 1998 | (4) |
| Shops at Chestnut Hill, The | | Chestnut Hill (Boston), MA | | | 93,075 | | | 449 | | | 25,102 | | | 38,864 | | | 107,735 | | | 39,313 | | | 132,837 | | | 172,150 | | | 60,996 | | 2002 | (5) |
| Shops at Riverside, The | | Hackensack (New York), NJ | | | \- | | | 13,521 | | | 238,746 | | | \- | | | 275,240 | | | 13,521 | | | 513,986 | | | 527,507 | | | 175,456 | | 2007 | (4) (5) |
| Southdale Center | | Edina (Minneapolis), MN | | | \- | | | 41,430 | | | 184,967 | | | \- | | | 195,872 | | | 41,430 | | | 380,839 | | | 422,269 | | | 106,762 | | 2007 | (4) (5) |
| SouthPark | | Charlotte, NC | | | \- | | | 42,092 | | | 188,055 | | | 100 | | | 252,956 | | | 42,192 | | | 441,011 | | | 483,203 | | | 273,203 | | 2002 | (4) |
| Summit Mall | | Akron, OH | | | 85,000 | | | 15,374 | | | 51,137 | | | \- | | | 61,715 | | | 15,374 | | | 112,852 | | | 128,226 | | | 79,028 | | 1965 | |
| Tacoma Mall | | Tacoma (Seattle), WA | | | \- | | | 37,113 | | | 125,826 | | | \- | | | 188,904 | | | 37,113 | | | 314,730 | | | 351,843 | | | 182,943 | | 1987 | |
| Town Center at Boca Raton | | Boca Raton (Miami), FL | | | \- | | | 64,200 | | | 307,317 | | | \- | | | 278,939 | | | 64,200 | | | 586,256 | | | 650,456 | | | 372,051 | | 1998 | (4) |
| White Oaks Mall | | Springfield, IL | | | 34,000 | | | 2,907 | | | 35,692 | | | 2,468 | | | 69,009 | | | 5,375 | | | 104,701 | | | 110,076 | | | 70,665 | | 1977 | |
| Albertville Premium Outlets | | Albertville (Minneapolis), MN | | | \- | | | 3,900 | | | 97,059 | | | \- | | | 11,295 | | | 3,900 | | | 108,354 | | | 112,254 | | | 75,819 | | 2004 | (4) |
An excerpt. Shown here: 40 of 164 rewritten, 40 of 91 added and 40 of 66 removed. The counts are complete. For every sentence, read Item 15. Exhibits and Financial Statement Schedules in the FY2025 filing and the FY2024 filing.