Item 1A. Risk Factors

Through the period covered by this report there were no material changes to the Risk Factors disclosed under Item 1A. Risk Factors in Part I of the combined 2022 Annual Report on Form 10-K of Simon and the Operating Partnership.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Simon

Unregistered Sales of Equity Securities

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

Issuer Purchases of Equity Securities


					Total number	Approximate
					of shares	value of shares
					purchased as	that may yet
	Total number		Average		part of publicly	be purchased
	of shares		price paid		announced	under
Period	purchased		per share		plans	plans (2)
January 1, 2023 - January 31, 2023	22,338	(1)	$	117.48	—	$	1,819,613,279
February 1, 2023 - February 28, 2023	—		$	—	—	$	1,819,613,279
March 1, 2023 - March 31, 2023	—		$	—	—	$	1,819,613,279
	22,338		$	117.48	—

(1)	Total number of shares purchased represents shares withheld by us and transferred to treasury shares in connection with employee payroll tax withholding upon the vesting of certain restricted stock awards.

(2)

On May 9, 2022, Simon's Board of Directors authorized a common stock repurchase plan. Under the plan, Simon may repurchase up to $2.0 billion of its common stock during the two-year period commencing on May 16, 2022 and ending on May 16, 2024 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

Unregistered Sales of Equity Securities

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

Issuer Purchases of Equity Securities

During the quarter ended March 31, 2023, the Operating Partnership redeemed 22,442 units from four limited partners for $2.9 million.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

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