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 2025 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 June 30, 2026.

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)
April 1, 2026 - April 30, 2026		47,121		$	186.53	—		$	1,874,715,707
May 1, 2026 - May 31, 2026		267,452		$	199.93	267,392		$	1,821,256,153
June 1, 2026 - June 30, 2026		525,685		$	204.05	525,685		$	1,713,988,252
		840,258	(1)	$	201.76	793,077

(1)	Total number of shares purchased includes 47,181 shares representing 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 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, which had $1.7 billion remaining at such time. 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

Unregistered Sales of Equity Securities

There were no unregistered sales of equity securities made by the Operating Partnership during the quarter ended June 30, 2026.

Issuer Purchases of Equity Securities

During the quarter ended June 30, 2026, the Operating Partnership redeemed 237,618 units from four limited partners for $50.7 million.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Previous: Item 1. Legal Proceedings · Next: Item 5. Other Information