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

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

Simon

Market Information

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

Holders

The number of holders of record of common stock outstanding was 957 as of January 31, 2026. The Class B common stock is subject to a voting trust in which David Simon and Eli Simon are trustees. Shares of Class B common stock convert automatically into an equal number of shares of common stock upon the occurrence of certain events and can be converted into shares of common stock at the option of the holders.

Dividends

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

Common stock cash dividends paid during 2025 aggregated $8.55 per share. Common stock cash dividends during 2024 aggregated $8.10 per share. 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.

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

Unregistered Sales of Equity Securities

There were no unregistered sales of equity securities made by Simon during the quarter ended December 31, 2025.

Issuances Under Equity Compensation Plans

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

Issuer Purchases of Equity Securities

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

(1)

On February 8, 2024, Simon’s Board of Directors authorized a common stock repurchase program under which Simon was permitted to purchase up to $2.0 billion of its common stock during the 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

	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.

The Operating Partnership

Market Information

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

Holders

The number of holders of record of units was 232 as of January 31, 2026.

Distributions

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

Distributions during 2025 aggregated $8.55 per unit. Distributions during 2024 aggregated $8.10 per unit. 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. The distribution rate on the Operating Partnership’s units is equal to the dividend rate on Simon’s common stock.

Unregistered Sales of Equity Securities

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. The issuance of the units was exempt from registration pursuant to Section 4(a)2 of the Securities Act of 1933, as amended.

Issuer Purchases of Equity Securities

During the quarter ended December 31, 2025, the Operating Partnership redeemed 4,079 units from three limited partners for $0.7 million in cash.

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