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, Use of Proceeds**, and Issuer Purchases of Equity Securities**

Simon

Unregistered Sales of Equity Securities

There were no unregistered sales of equity securities made by Simon during the quarter ended September 30, 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 (1)
July 1, 2023 - July 31, 2023	—	$	—	—	$	1,819,613,279
August 1, 2023 - August 31, 2023	—	$	—	—	$	1,819,613,279
September 1, 2023 - September 30, 2023 (2)	951,627	$	110.98	951,627	$	1,713,997,789
	951,627	$	110.98	951,627

(1)

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.

(2)	During the three months ended September 30, 2023, Simon acquired 1,267,995 shares at an average price of $110.32 per share, of which 951,627 shares were settled on or before September 30, 2023 at an average price of $110.98 per share.

The Operating Partnership

Unregistered Sales of Equity Securities

During the quarter ended September 30, 2023, we issued 1,725,000 units in the Operating Partnership to acquire an additional 4% ownership in TRG. 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 September 30, 2023, the Operating Partnership redeemed 1,250 units from a limited partner for $0.2 million.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

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