SITE Centers Corp.: Form 10-K for the period ended Dec 31, 2025

Overview

SITE Centers Corp., an Ohio corporation (the “Company” or “SITE Centers”), is a self-administered and self-managed Real Estate Investment Trust (“REIT”) engaged in the business of owning, leasing, redeveloping and managing shopping centers. Unless otherwise provided, references herein to the Company or SITE Centers include SITE Centers Corp. and its wholly-owned subsidiaries and consolidated and unconsolidated joint ventures.

On October 1, 2024, the Company completed the spin-off of 79 convenience retail properties consisting of approximately 2.7 million square feet of gross leasable area (“GLA”) into a separate publicly traded company named Curbline Properties Corp. (“Curbline” or “Curbline Properties”). In connection with the spin-off, on October 1, 2024, the Company, Curbline and Curbline Properties LP (the “Operating Partnership”) entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”), pursuant to which, among other things, the Company transferred its portfolio of convenience retail properties, $800.0 million of unrestricted cash and certain other assets, liabilities and obligations to Curbline and effectuated a pro rata special distribution of all of the outstanding shares of Curbline common stock to common shareholders of the Company as of September 23, 2024, the record date. On the spin-off date, holders of the Company’s common shares received two shares of common stock of Curbline for every one common share of the Company held on the record date.

The spin-off of the convenience properties represented a strategic shift in the Company’s business and, as such, the Curbline properties were considered as held for sale as of October 1, 2024 and are reflected as discontinued operations for all periods prior to the spin-off date. Except as otherwise noted, operating statistics cited in this Annual Report on Form 10-K for the years ended December 31, 2024 and 2023 have been adjusted for discontinued operations and properties sold during the year ended December 31, 2024.

The Company is self-administered and self-managed, and therefore, has not engaged, nor does it expect to retain, any REIT advisor. The Company manages all of its shopping centers which are collectively referred to herein as the “Portfolio Properties”. At December 31, 2025, the Company owned 19 shopping centers (including 11 shopping centers owned through two unconsolidated joint ventures) totaling 5.0 million square feet of GLA through all its properties (wholly-owned and joint venture). At December 31, 2025, the aggregate occupancy of the Company’s operating shopping center portfolio was 85.9% on a pro rata basis, and the average annualized base rent per occupied square foot was $22.61 on a pro rata basis. In addition, the Company owns two adjacent office buildings located in Beachwood, Ohio, totaling approximately 339,000 square feet, yielding approximately 227,000 square feet of GLA, of which the Company occupies approximately 60,000 square feet of GLA and approximately 167,000 square feet of GLA is leased or available to be leased to third parties.

In January, 2026, the Company sold its interest in the RVIP IIIB joint venture (Deer Park Town Center in Deer Park, Illinois).

The primary source of the Company’s net income is generated from the rental of the Company’s Portfolio Properties to tenants. In addition, the Company generates revenue from its management contracts with its unconsolidated joint ventures and the Shared Services Agreement (defined below) with Curbline.

Strategy

The Company intends to pursue the marketing and sale of its remaining wholly-owned properties and to monetize the value of its investment in the Dividend Trust Portfolio (“DTP”) joint venture. The timing of asset sales may be impacted by general economic conditions, local conditions in the markets in which our remaining properties are situated and other property-specific considerations. The Company’s ability and timing to monetize the value of its investment in the DTP joint venture may be impacted by the degree of cooperation of the joint venture partner and the limited rights afforded the Company under the joint venture agreement (including the requirement that the Company obtain the joint venture partner’s consent to the sale of individual joint venture properties and distribution of resulting proceeds). As of December 31, 2025, the Company maintained an elevated cash balance pending resolution of the DTP joint venture in order to maximize the Company’s alternatives for monetizing its joint venture investment, including through the possible exercise of the joint venture’s buy/sell provision.

The Company expects to use proceeds from additional asset sales to pay operating expenses, manage overall liquidity levels, make distributions to shareholders and establish a reserve fund to satisfy projected expenses and known and unknown claims that might arise during the anticipated wind-up of its business. The Company expects to incur significant expenses in connection with the eventual wind-up of its business, including but not limited to the fee applicable to any early termination of the Shared Services Agreement, employee severance costs, discretionary bonuses upon completion of the sales process, costs to terminate office leases, licenses and other operating contracts, professional fees (including fees of accountants and law firms), costs to comply with ongoing reporting requirements of the Securities Exchange Act 1934 (the “Exchange Act”) (until such time as the Company qualifies for relief therefrom), insurance premiums and potential deductibles (including with respect to a “tail” insurance policy for directors and officers), vendor expenses, costs to resolve and streamline the Company’s subsidiaries and corporate structure and any claims arising under sale agreements for completed dispositions. For more information regarding risks relating to the Company’s disposition and wind-up strategy, see Item 1A. Risk Factors in this Annual Report on Form 10-K.

The Company is currently in various stages of marketing several wholly-owned assets for sale, though no assurances can be given that such efforts will result in additional asset sales. As of February 26, 2026, the Company had entered into agreements to sell two properties for which the buyers’ general due diligence periods had expired. These transactions are expected to close in the first quarter of 2026. In each case, closing remains subject to customary conditions, including, but not limited to, delivery of estoppel letters from tenants, the accuracy of the Company’s representations in all material respects and the absence of material casualty or condemnation events.

The Company expects that rental income and net income will continue to decrease in future periods as compared to corresponding prior year periods as a result of significant disposition activity and declining property revenues. However, the Company’s general and administrative expenses will remain elevated prior to the termination of the Shared Services Agreement as a result of the contractual obligations and services owing to Curbline thereunder.

Narrative Description of Business

The Company’s portfolio as of December 31, 2025, consisted of 19 shopping centers (including 11 centers owned through two unconsolidated joint ventures) located in 13 states. The following tables present the operating statistics affecting base rental revenues summarized by the following portfolios: pro rata combined shopping center portfolio, wholly-owned shopping center portfolio and joint venture shopping center portfolio:

Material Agreements with Curbline Properties

In addition to the Separation and Distribution Agreement, on October 1, 2024, the Company entered into a Shared Services Agreement with Curbline Properties and the Operating Partnership (the “Shared Services Agreement”) that requires the Company to provide the services of its employees and the use or benefit of such other of the Company’s assets and resources as may be necessary or useful for Curbline to establish and operate various business functions of the Operating Partnership or its affiliates in a manner as would be established and operated for a REIT similarly situated to Curbline. Additionally, the Operating Partnership or its affiliates, subject to the supervision of the Company’s Board of Directors, provide the Company (i) leadership and management services that are of a nature customarily performed by leadership and management overseeing the business and operation of a REIT similarly situated to SITE Centers, including supervising various business functions of SITE Centers necessary for the day-to-day management operations of SITE Centers and its affiliates and (ii) transaction services that are of a nature customarily performed by a dedicated transactions team within an organization similarly situated to SITE Centers, including the provision of personnel at both the leadership and operational levels necessary to ensure effective and efficient preparation, negotiation, execution and implementation of real estate transactions, as well as overseeing post-transaction activities and alignment with SITE Centers’ strategic objectives. The Operating Partnership or its affiliates provides the Company with a Chief Executive Officer and Chief Investment Officer but the Company employs its own Chief Financial Officer, Chief Accounting Officer and General Counsel.

As compensation for the services provided under the Shared Services Agreement, the Operating Partnership pays a monthly fee to the Company in the amount of 2.0% of Curbline’s Gross Revenue (as defined in the Shared Services Agreement). There is no separate fee paid by the Company in connection with the provision of services by the Operating Partnership or its affiliates under the Shared Services Agreement. Unless terminated earlier, the term of the Shared Services Agreement will expire on October 1, 2027. In the event of certain early terminations of the Shared Services Agreement, the Company will be obligated to pay a termination fee to the Operating Partnership equal to $2.5 million multiplied by the number of whole or partial fiscal quarters remaining in the Shared Services Agreement’s three-year term (or $12.0 million in the event the Company terminates the agreement for convenience on October 1, 2026).

The Company is also obligated to provide Curbline Properties and its affiliates with space at the Company’s offices located in Beachwood, Ohio, New York, New York and Boca Raton, Florida until October 1, 2027 or such earlier date as the Shared Services Agreement is terminated as a result of a change in control of Curbline Properties or a material breach by Curbline Properties and its affiliates under the Shared Services Agreement (a “Sanctioned Termination Event”). Curbline Properties and its affiliates also have an option exercisable on or prior to October 1, 2027 (or such earlier date as the Shared Services Agreement is terminated pursuant to a Sanctioned Termination Event) to enter into a lease agreement for office space at SITE Centers’ corporate headquarters location in Beachwood, Ohio for an initial five-year term at annual base rent of $8.00 per square foot with the right to extend the lease for up to four successive terms of five years each (with 10% increases in annual base rent for each extension).

The Company, Curbline and the Operating Partnership also entered into a tax matters agreement (the “Tax Matters Agreement”), which governs the rights, responsibilities and obligations of the parties following the spin-off with respect to various tax matters and provides for the allocation of tax-related assets, liabilities and obligations. In addition, the Company, Curbline and the Operating Partnership entered into an employee matters agreement (the “Employee Matters Agreement”), which governs the respective rights, responsibilities and obligations of the parties following the spin-off with respect to transitioning employees, equity plans and retirement plans, health and welfare benefits, and other employment, compensation and benefit-related matters.

The Separation and Distribution Agreement also contains provisions that obligate the Company to complete certain redevelopment projects at properties that are owned by Curbline. As of December 31, 2025, these redevelopment projects were estimated to cost $21.3 million to complete.

Recent Developments

See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 8. The Consolidated Financial Statements and Notes thereto included in this Annual Report on Form 10-K, which are incorporated herein by reference, for information on certain recent developments of the Company.

Tenants and Competition

The Company has established relationships with a large number of major national and regional tenants, and the Company’s management is associated with various shopping center and REIT industry organizations. Notwithstanding these relationships, numerous real estate companies and developers, private and public, compete with the Company in leasing space in shopping centers to tenants. The Company competes with other real estate companies and developers in terms of rental rate, property location, availability of space, management services and property condition.

The Company’s five largest tenants based on the Company’s aggregate annualized base rental revenues, including its proportionate share of joint venture aggregate annualized base rental revenues, are The Kroger Co., Burlington Stores, Inc., Fitness International, LLC, Cinemark Holdings, Inc. and AMC Entertainment Holdings, Inc., representing 9.7%, 4.5%, 4.2%, 3.6% and 2.9%, respectively, of the Company’s aggregate annualized base rental revenues at December 31, 2025. For more information on the Company’s tenants, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the caption “Company Fundamentals.”

Qualification as a Real Estate Investment Trust

The Company has elected to be taxed as a REIT under the federal income tax laws. As a REIT, the Company is generally not subject to federal income tax on taxable income that it distributes to its shareholders. Under the Internal Revenue Code of 1986, as amended (the “Code”), REITs are subject to numerous regulatory requirements, including the requirement to generally distribute at least 90% of taxable income each year. The Company will be subject to federal income tax on its taxable income at regular corporate rates if it fails to qualify as a REIT for tax purposes in any taxable year, or to the extent it distributes less than 100% of its taxable income. The Company will also generally not qualify for treatment as a REIT for federal income tax purposes for four years following the year during which qualification is lost. Even if the Company qualifies as a REIT for federal income tax purposes, the Company may be subject to certain state and local income and franchise taxes and to federal income and excise taxes on its undistributed taxable income. The Company may elect to surrender its REIT status in connection with the sale of its remaining assets and the anticipated wind-up of its operations in the event the Company determines that the anticipated benefits to the Company and its shareholders of maintaining REIT qualification do not exceed the related compliance costs, or if the nature of the Company’s remaining operations makes compliance with REIT requirements impracticable.

In the past, the Company has elected to treat certain of its subsidiaries as taxable REIT subsidiaries (“TRS”). In general, a TRS may engage in any real estate business and certain non-real estate businesses, subject to certain limitations under the Code. A TRS is subject to federal and state income taxes. In January 2025, the Company eliminated its TRS but the Company may implement a new TRS in future years to the extent needed to facilitate compliance with REIT requirements.

Human Capital Management

As of December 31, 2025, the Company’s workforce was composed of 155 full-time employees compared to 172 full-time employees at December 31, 2024. Of the Company’s employees, 86% of employees were assigned to work in the corporate headquarters in Beachwood, Ohio, with the rest working in regional offices or remotely. Many of the Company’s employees have a long tenure with the Company, with approximately 81% of the Company’s employees having been with the Company for over 5 years and 52% for over 10 years.

The Company’s primary human capital management objective is to retain, attract, develop, and engage the highest quality talent. To support this objective, the Company offers competitive pay and benefit programs, including flexible work arrangements that provide employees the opportunity to work remotely on a limited basis while continuing to cultivate in-office relationships and learning. The Company’s employees are expected to exhibit honest, ethical and respectful conduct in the workplace. The Company annually requires its employees to complete training modules on sexual harassment and discrimination and to acknowledge and certify their compliance with the Company’s Code of Business Conduct and Ethics. Senior members of its accounting and asset management departments are also required to acknowledge and agree to the Company’s Code of Ethics for Senior Financial Officers on an annual basis. The Company’s culture is also underpinned by its employees’ commitment to the Company’s core values of being Fearless, Authentic, Curious and Thoughtful (the Company’s “Matters of FACT”) in the conduct of their responsibilities.

In consideration of uncertainty caused by the spin-off of Curbline Properties and the Company’s disposition strategy, the Company maintains a retention plan covering substantially all of its employees (excluding executive officers with employment agreements). In general, any covered employee whose employment is terminated by the Company without cause on or prior to October 1, 2027 and who has not previously received an offer of employment from Curbline Properties will generally be eligible to receive an amount equal to one year of their base salary together with a medical benefits stipend of $20,000.

Information About the Company’s Executive Officers

The section below provides information regarding the Company’s executive officers as of February 26, 2026:

David R. Lukes, age 56, has served as President and Chief Executive Officer of SITE Centers and has been a member of SITE Centers’ Board of Directors since March 2017. Mr. Lukes has also served as President, Chief Executive Officer and Director of Curbline Properties since September 2024. Prior to joining SITE Centers, Mr. Lukes served as Chief Executive Officer and President of Equity One, Inc. (“Equity One”), an owner, developer and operator of shopping centers, from 2014 until 2017. Mr. Lukes also served as President and Chief Executive Officer of Sears Holding Corporation affiliate, Seritage Realty Trust, a real estate company, from 2012 to 2014 and as President and Chief Executive Officer of Olshan Properties, a privately-owned real estate firm specializing in commercial real estate, from 2010 to 2012. From 2002 to 2010, Mr. Lukes served in various senior management positions at Kimco Realty Corporation, including serving as its Chief Operating Officer from 2008 to 2010. Mr. Lukes has also served as the President, Chief Executive Officer and Director of Retail Value Inc. (“RVI”), which previously owned and operated shopping centers located in the U.S. and was managed by SITE Centers, since 2018 and as an Independent Director and member of the Strategy and Investment Committee of Citycon Oyj, an owner and manager of shopping centers in the Nordic region listed on the Nasdaq Helsinki stock exchange, since 2017. Mr. Lukes also serves as a member of the Advisory Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”). Mr. Lukes holds a Bachelor of Environmental Design from Miami University, a Master of Architecture from the University of Pennsylvania and a Master of Science in real estate development from Columbia University.

Gerald Morgan, age 63, has served as Executive Vice President, Chief Financial Officer and Treasurer of SITE Centers since October 2024. Previously, Mr. Morgan served as the Chief Financial Officer of Four Corners Property Trust, a public REIT focused on net lease properties, from 2015 through April 2024. Prior to joining Four Corners Property Trust, from 2012 to 2015, Mr. Morgan was the CFO and a Managing Director of Amstar Advisers, a private real estate investment manager. From 2010 to 2011, Mr. Morgan was the Managing Director of Financial Strategy and Planning for Prologis, a global industrial REIT, where he was involved in the company’s capital markets and M&A activities. Prior to Prologis, Mr. Morgan was President and CFO of American Residential Communities. In addition, Mr. Morgan has served as a senior officer with Archstone, which was a national public apartment REIT, and as the CFO of Francisco Partners, a technology focused private equity fund. Since 2024, Mr. Morgan has also served as Executive Vice President, Chief Financial Officer and Treasurer and Director of RVI. Mr. Morgan holds Bachelor of Science and Master of Business Administration degrees from Stanford University.

John M. Cattonar, age 44, has served as Executive Vice President and Chief Investment Officer of SITE Centers since 2021. Mr. Cattonar has been a member of SITE Centers’ Board of Directors since 2024. Mr. Cattonar has also served as Executive Vice President and Chief Investment Officer of Curbline Properties since September 2024. Previously, Mr. Cattonar served as Senior Vice President of Investments of SITE Centers from 2017 to 2021. Prior to joining SITE Centers, Mr. Cattonar served as Vice President of Asset Management for Equity One from 2015 to 2017 and at Seritage Realty Trust from 2012 to 2015. Mr. Cattonar earned a Master of Science in Real Estate Development from Columbia University and holds a Bachelor of Arts in Economics from the University of North Carolina at Chapel Hill.

Aaron M. Kitlowski, age 53, has served as Executive Vice President, General Counsel and Corporate Secretary of SITE Centers since 2017. Mr. Kitlowski has also served as Executive Vice President and Corporate Secretary of RVI since 2018. Prior to joining SITE Centers, he served as General Counsel and Corporate Secretary at Equity One for six years. Before Equity One, Mr. Kitlowski served as Chief Counsel of CIT Group Inc. for six years and as an Associate at Simpson Thacher & Bartlett for seven years. Mr. Kitlowski earned a Juris Doctorate from Duke University School of Law and a Bachelor of Arts from Duke University.

Corporate Headquarters

The Company is an Ohio corporation incorporated in 1992. The Company’s executive offices are located at 3300 Enterprise Parkway, Beachwood, Ohio 44122, and its telephone number is (216) 755-5500. The Company’s website is www.sitecenters.com (http://www.sitecenters.com). The Company uses the Investors Relations section of its website as a channel for routine distribution of important information, including press releases and financial information. The information the Company posts to its website may be deemed to be material, and investors and others interested in the Company are encouraged to routinely monitor and review the information that the Company posts on its website in addition to following the Company’s press releases and SEC filings. The Company posts filings made with the SEC to its website as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC, including the Company’s annual, quarterly and current reports on Forms 10-K, 10-Q and 8-K, respectively, the Company’s proxy statements and any amendments to those reports or statements. All such postings and filings are available on the Company’s website free of charge. In addition, this website allows investors and other interested persons to sign up to automatically receive e-mail alerts when the Company posts news releases and financial information on its website. The SEC also maintains a website (https://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The content on, or accessible through, any website referred to in this Annual Report on Form 10-K for the fiscal year ended December 31, 2025, is not incorporated by reference into, and shall not be deemed part of, this Form 10-K unless expressly noted.

Summary of Risk Factors

The following is a summary of material risks that could affect the Company’s business, results of operations, financial condition, liquidity and cash flows. The risks summarized below are discussed in greater detail in the risk factors that follow and are not the only risks the Company faces. The Company’s business operations could also be affected by additional factors that are not presently known to it or that the Company currently considers to be immaterial to its operations. Investors should carefully consider each of the following risks and all of the other information contained in this Annual Report on Form 10-K. If any of the following risks actually occur, the Company’s business, financial condition or results of operations could be negatively affected.

Risks Related to the Company’s Strategy

• The Company may have difficulty selling its remaining real estate investments at attractive prices or at all.
• The Company may have difficulty realizing value from its interest in the DTP joint venture.
• Pursuing the Company’s strategy may cause the Company to be subject to U.S. federal income tax.
• The Company expects to pay significant costs in connection with the wind-up of its business.
• The Company expects to establish a reserve fund with proceeds from asset sales in order to satisfy expenses and claims.
• Rising interest rates could adversely impact the Company’s strategy.
• The Company’s real estate assets may be subject to impairment charges.
• The Company cannot assure investors of the timing or amount of future distributions to shareholders.
• The Company’s Board of Directors may change the Company’s strategy without shareholder approval.

Risks Related to the Company’s Business Operations and Properties

• The economic performance and value of the Company’s shopping centers depend on many factors, including broad economic climate and local conditions, each of which could have an adverse impact on the Company’s cash flows and operating results.
• An increase in e-commerce market share may have an adverse impact on the Company’s tenants and business.
• The Company leases a substantial portion of its square footage to large national tenants, making it vulnerable to changes in the business and financial condition of, or demand for, its space by such tenants.
• The Company’s dependence on rental income may adversely affect its results of operations.
• The Company’s expenses may remain constant or increase even if income from the Company’s properties decreases.
• Inflationary pressures could adversely impact the Company’s tenants and operating results.
• The Company has limited control over properties owned through the DTP joint venture.
• The Company’s current and former real estate investments may entail environmental contamination that could adversely affect its results of operations.
• The Company may be adversely impacted by laws, regulations or other issues related to climate change.
• The Company’s properties could be subject to climate change, damage from natural disasters, public health crises and weather-related factors; an uninsured loss on the Company’s properties or a loss that exceeds the limits of the Company’s insurance policies could subject the Company to lost capital or revenue on those properties.
• Crime or civil unrest in the markets in which the Company’s properties are located may affect its business and profitability.
• A disruption, failure or breach of the Company’s networks or systems, including as a result of cyber-attacks, could harm its business.
• The transition of the Company’s property management or financial system could affect its operations.

Risks Relating to the Company’s Organization and Capital Structure

• Provisions of the Company’s Articles of Incorporation and Code of Regulations could have the effect of delaying, deferring or preventing a change in control, even if that change may be considered beneficial by some of the Company’s shareholders.
• The Company does not maintain a revolving credit facility which could adversely affect its ability to fund its business.

Risks Related to the Company’s Relationship with Curbline Properties

• The Company’s relationship with Curbline Properties may create, or appear to create, conflicts of interest.
• The agreements with Curbline Properties were not negotiated on an arm’s-length basis and may not be on the same terms as if they had been negotiated with an unaffiliated third party.
• The Company is required to provide services and certain benefits to Curbline Properties for the duration of the Shared Services Agreement, even if it is economically inefficient to do so.

Risks Related to the Company’s Common Shares

• Changes in market conditions could adversely affect the market price of the Company’s publicly traded securities.
• If an active trading market for the Company’s common shares is not sustained because the Company’s common shares are de-listed from the NYSE or otherwise, shareholders’ ability to sell shares when desired and the prices obtained will be adversely affected.
• The Company may adopt a plan of liquidation, which may have adverse tax consequences and adversely affect shareholders’ ability to exit their investment in the Company.
• The Company may issue additional securities without shareholder approval.

Risks Related to the Company’s Taxation as a REIT

• If the Company fails to qualify as a REIT or otherwise surrenders its status as a REIT in any taxable year, it will be subject to U.S. federal income tax as a regular corporation and could have significant tax liability, which may have a significant adverse consequence to the value of the Company’s shares.
• Compliance with REIT requirements may negatively affect the Company’s operating decisions.
• The Company may be forced to borrow funds to maintain its REIT status, and the unavailability of such capital on favorable terms at the desired times, or at all, may cause the Company to dispose of assets at inopportune times, which could materially and adversely affect the Company.
• Dividends paid by REITs generally do not qualify for reduced tax rates.
• Certain foreign shareholders may be subject to U.S. federal income tax on gain recognized on a disposition of the Company’s common shares if the Company does not qualify as a “domestically controlled” REIT.
• Legislative or other actions affecting REITs could have a negative effect on the Company.

General Risks Relating to Investments in the Company’s Securities

• The Company may be unable to retain or attract key management personnel.
• The Company is subject to litigation that could adversely affect its results of operations.

The risks summarized above are discussed in greater detail below.

Risks Related to the Company’s Strategy

The Company May Have Difficulty Selling Its Remaining Real Estate Investments at Attractive Prices or at All

The Company plans to market its remaining properties for sale and use related proceeds to pay operating expenses, manage liquidity levels, provide for anticipated wind-up costs and make distributions to shareholders. Real estate investments are relatively illiquid and, as a result, there can be no assurance that the Company will be able to sell its remaining properties on favorable terms or at all. Moreover, real estate sales prices are constantly changing and fluctuate with changes in interest rates, supply and demand dynamics, occupancy percentages, lease rates, the availability of suitable buyers and financing, the perceived quality and dependability of rent payments from tenants and a number of other factors, both local and national. Furthermore, future sale prices may differ materially from the Company’s book values for those assets, and when the Company sells any of its assets, it may recognize a loss on such sale.

Certain of the Company’s remaining properties are located in urban locations or have unique characteristics that make them more challenging to sell or may cause them to sell at prices substantially below historical values or investors’ expectations. For example, sale prospects for Shoppes at Paradise Pointe (Fort Walton Beach, Florida) may be impacted by the Florida Department of Transportation’s reported plans to commence eminent domain proceedings with respect to a portion of the property, sale prospects for The Pike Outlets (Long Beach, California) may be impacted by its ground lease structure and other property-specific complexities, sale prospects for The Maxwell (Chicago, Illinois) and the retail condominium units that comprise The Blocks (Portland, Oregon) may be impacted by challenging local conditions and vacancy, and timing and the amount of proceeds from the sale of the Company’s corporate headquarters (Beachwood, Ohio) may be impacted by Curbline’s right to use office space until October 1, 2027 and contractual option to lease space thereafter. The Company expects that the market for certain of these properties may be less liquid than the market for many of the properties it has recently sold. Accordingly, values obtained for properties previously sold by the Company may not be representative of values obtained in connection with the disposition of the Company’s remaining assets.

To the extent the Company provides any estimates with respect to the value of the Company’s remaining assets, the amount of expenses to be incurred by the Company in connection with winding up its business or the timing and amount of distributions it will make, such estimates are based on multiple assumptions, one or more of which may prove incorrect, and the actual prices realized from the sale of the Company’s assets, the amount of wind-up expenses and the timing and amount of actual distributions may vary materially from the Company’s estimates. The Company cannot assure shareholders of the actual amount they will receive in distributions from the Company’s disposition strategy or when they will be paid. Additionally, the Board of Directors has discretion as to the timing of distributions of sale proceeds.

The Company May Have Difficulty Realizing Value From Its Interest in the DTP Joint Venture

The Company currently owns a 20% interest in the DTP joint venture with Chinese institutional investors. As of

February 26, 2026, the DTP joint venture owned ten shopping centers aggregating 3.4 million square feet of GLA located throughout the United States. The terms of the DTP joint venture agreement contain restrictions on when and how the Company can monetize the value of its interest in the joint venture and generally requires the partner’s consent in order for the Company to sell its interest in the joint venture or the underlying properties owned by the joint venture. If the Company is unable to obtain its partner’s consent and cooperation, it may have difficulty realizing value from its joint venture investment in a timely manner or it may be forced to attempt to exercise certain dispute resolution or exit provisions in the joint venture agreement (mainly a “buy-sell” provision and/or the right to force the sale of the stock of the joint venture’s REIT subsidiary which owns the joint venture’s properties) that may have the effect of limiting the number of buyers or the amount of proceeds realized for its joint venture investment. These contractual exit provisions also require the cooperation of the joint venture partner to effectuate. Therefore, if the joint venture partner is uncooperative, the Company’s ability to use these exit provisions to monetize the value of its investment in the DTP joint venture may be delayed or it could result in business conflicts or litigation. The exercise of the buy-sell provision would also require the Company to retain and use proceeds from other asset sales or otherwise obtain third party financing in order to fund the acquisition of the partner’s interest. Any of these situations could adversely impact the value the Company realizes for its investment in the DTP joint venture and the timing and amount of distributions to Company shareholders. Any resolution of the DTP joint venture or sale of joint venture properties may require repayment of the joint venture’s mortgage loan (approximately $380.6 million principal amount as of December 31, 2025) and payment of a related make-whole premium.

Pursuing the Company’s Strategy May Cause the Company to be Subject to U.S. Federal Income Tax

As a REIT, any net gain from “prohibited transactions” will be subject to a 100% tax. Prohibited transactions are sales of property held primarily for sale to customers in the ordinary course of a trade or business. The prohibited transactions tax is intended to prevent a REIT from retaining any profit from ordinary retailing activities such as sales to customers of condominium units or subdivided lots in a development project. The Code provides for a “safe harbor” which, if all its conditions are met, would protect a REIT’s property sales from being considered prohibited transactions. Whether an asset is property held primarily for sale to customers in the ordinary course of a trade or business is a highly factual determination. While we expect asset sales made pursuant to the Company’s strategy to qualify for the safe harbor or otherwise not be subject to the 100% tax on gains from prohibited transactions, there can be no assurance that sales will qualify for the safe harbor or that the Internal Revenue Service (the “IRS”) will not successfully challenge the characterization of properties we sold for purposes of applying the prohibited transactions tax. It is also possible that the Company may surrender its REIT status or transfer certain of its properties to a TRS in order to mitigate the application of the prohibited transactions tax. Gain from the disposition of properties owned through a TRS is not subject to the 100% prohibited transactions tax, but such gain would be subject to tax at the TRS level (the current U.S. federal income tax rate applicable to corporations is 21%).

The Company Expects to Pay Significant Costs in Connection with the Wind-up of its Business

If the Company is successful in selling its remaining properties and monetizing the value of its remaining joint venture investment, it expects to incur significant expenses in connection with the winding up of its business. Such expenses likely include, but are not limited to, the fee applicable to any early termination of the Shared Services Agreement, employee severance costs, discretionary bonuses upon completion of the sales process, costs to terminate office leases, licenses and other operating contracts, professional fees (including fees of accountants and law firms), compliance costs with ongoing reporting requirements of the Exchange Act (until such time as the Company qualifies for relief therefrom), insurance premiums and potential deductibles (including with respect to a “tail” insurance policy for directors and officers), vendor expenses, costs to resolve and streamline the Company’s subsidiaries and corporate structure and any claims arising under sale agreements for completed dispositions. The ultimate level and timing of these expenses are subject to a number of factors, many of which are outside of the Company’s control, and will directly impact the amount of distributions paid to Company shareholders.

The Company Expects to Establish a Reserve Fund with Proceeds From Asset Sales in Order to Satisfy Expenses and Claims

The Company may seek to file articles of dissolution with the Secretary of State of the State of Ohio following the sale of all of the Company’s remaining properties and joint venture investment or at such time as it transfers its remaining assets, subject to its liabilities, into a liquidating entity. Pursuant to Ohio law, the Company would continue to exist for a period of five years following the filing of the articles of dissolution for the purpose of paying, satisfying and discharging any debts or obligations, collecting and distributing its assets, and doing all other acts required to liquidate and wind up its business and affairs. Under Ohio law, if the Company makes distributions to its shareholders without making adequate provisions for payment of creditors’ claims, the Company’s shareholders could be liable to creditors to the extent of any payments due to creditors (up to the aggregate amount previously received by the shareholder from the Company).

The Company does not expect to have access to third-party sources of capital during the course of the wind-up period in order to satisfy liabilities. Therefore, the Company would likely establish a reserve fund with a portion of the proceeds from sales of its remaining properties in order to satisfy and discharge any unknown or contingent claims, debts, expenses (including the wind-up expenses discussed above) and obligations which might arise before or during the five-year wind-up period subsequent to the filing of the articles of dissolution. As a result, it is likely that the Company will not distribute all proceeds from the sales of its final properties until these known and contingent expenses and claims are satisfied or fail to materialize, which could be several years following the date of any final sale.

Rising Interest Rates Could Adversely Impact the Company’s Strategy

Increasing interest rates or capital availability constraints may impact the transaction market, including asset values and the availability of acquisition financing. Any of the foregoing risks could have a material adverse effect on the market value of the Company’s properties, its ability to sell its remaining properties and the values realized thereon.

The Company’s Real Estate Assets May Be Subject to Impairment Charges

On a periodic basis, the Company assesses whether there are any indicators that the value of its real estate assets and other investments may be impaired. A property’s value is impaired only if the estimate of the aggregate future cash flows (undiscounted and without interest charges) to be generated by the property are less than the carrying value of the property. In the Company’s estimate of projected cash flows, it considers factors such as expected future operating income, trends and prospects, the effects of demand, competition, estimated hold periods and other factors. If the Company pursues the potential sale of an asset, the asset’s undiscounted future cash flows are estimated based on the most likely course of action at the balance sheet date, including current plans, intended holding periods and available market information. The Company is required to make subjective assessments as to whether there are impairments in the value of its real estate assets and other investments. These assessments have a direct impact on the Company’s earnings because recording an impairment charge results in an immediate negative adjustment to earnings. There can be no assurance that the Company will not take significant impairment charges in the future, especially in light of its strategy to pursue the sale of its remaining assets. Any future impairment could have a material adverse effect on the Company’s results of operations in the period in which the charge is taken.

The Company Cannot Assure Investors of the Timing or Amount of Future Distributions to Shareholders

Any distributions the Company makes to its shareholders will be at the discretion of the Board of Directors and will depend upon, among other things, the Company’s liquidity, which will be affected by various factors, including income and sale proceeds from its remaining properties, the collection of amounts owed to the Company by tenants and third parties, the Company’s projected operating and wind-up expenses and the amount of claims made against the Company during the winding up of its operations. As a result, no assurance can be given regarding the level or timing of any distributions the Company may make in the future.

The Company’s Board of Directors May Change the Company’s Strategy Without Shareholder Approval

The Company’s Board of Directors may change the Company’s strategy with respect to capitalization, investment, distributions, operations and/or disposition of properties. The Board of Directors may establish new strategies as deemed appropriate, including if the Company is unable to sell its remaining properties and monetize the value of its investment in its remaining joint venture. Although the Board of Directors presently has no intention to revise the Company’s strategy and policies, it may do so at any time without a vote by the shareholders. The results of decisions made by the Board of Directors could adversely affect the Company’s financial condition, including its ability to distribute cash to shareholders or qualify as a REIT.

Risks Related to the Company’s Business Operations and Properties

The Economic Performance and Value of the Company’s Shopping Centers Depend on Many Factors, Including Broad Economic Climate and Local Conditions, Each of Which Could Have an Adverse Impact on the Company’s Cash Flows and Operating Results

The economic performance and value of the Company’s remaining real estate holdings can be affected by many factors, including the following:

• Changes in the national, regional, local and international economic climate;
• Local conditions, such as an oversupply of space or a reduction in demand for real estate in the area and population, demographic and employment trends;
• Unique, property-specific considerations such as vacancy, ground lease structures and eminent domain proceedings;
• The attractiveness of the properties to tenants;
• The increase in consumer purchases through the internet;
• The Company’s ability to provide adequate management services and to maintain its properties;
• Increased operating costs if these costs cannot be passed through to tenants and
• The expense of renovating, repairing and re-letting spaces.

Because the Company’s properties consist of retail shopping centers, the Company’s performance and value of the Company’s real estate holdings are linked to general economic conditions in the retail market, including conditions that affect consumers’ purchasing behaviors and disposable income. The market for retail space historically has been, and may continue to be, adversely affected by weakness in the national, regional and local economies, the adverse financial condition of some large retailing companies, the ongoing consolidation in the retail sector, increases in consumer internet purchases and the excess amount of retail space in a number of markets. The Company’s performance and the value of its properties are affected by its tenants’ results of operations, which are impacted by macroeconomic factors that affect consumers’ ability to purchase goods and services. If the price of the goods and services offered by the Company’s tenants materially increases, including as a result of inflationary pressures or increases in tariffs or taxes resulting from, among other things, potential changes in the Code, the operating results and the financial condition of the Company’s tenants and demand for retail space could be adversely affected. To the extent that any of these conditions occur, they are likely to affect market rents for retail space and the prices that buyers are willing to pay for the Company’s properties. In addition, the Company may face challenges in the management and maintenance of its properties or incur increased operating costs, such as real estate taxes, insurance and utilities, that may make its properties unattractive to tenants and investors.

In addition, the Company’s properties compete with numerous shopping venues, including regional malls, outlet centers and other shopping centers in attracting and retaining retailers. As of December 31, 2025, leases at the Company’s properties (including the proportionate share of unconsolidated properties) were scheduled to expire on a total of approximately 14.9% of leased GLA during 2026. For those leases that renew, rental rates upon renewal may be lower than current rates. For those leases that do not renew, the Company may not be able to promptly re-lease the space on favorable terms or with reasonable capital investments. In these situations, the Company’s financial condition, operating results and cash flows and the market value of its properties could be adversely impacted.

An Increase in E-Commerce Market Share May Have an Adverse Impact on the Company’s Tenants and Business

E-commerce has been broadly embraced by the public and growth in e-commerce is likely to continue in the future. Some of the Company’s tenants have been negatively impacted by increasing competition from internet retailers, and this trend could affect the way current and future tenants lease space. For example, the migration toward e-commerce has led a number of omni-channel retailers to reduce the number and size of their traditional “brick and mortar” locations, and increasingly rely on e-commerce and alternative distribution channels. The Company cannot predict with certainty how continuing growth in e-commerce will impact the demand for space at its properties or how much revenue will be generated at traditional store locations in the future. If the Company is unable to anticipate and respond promptly to trends in retailer and consumer behavior, or if demand for traditional retail space significantly decreases, the Company’s occupancy levels, operating results and the value of its properties could be materially and adversely affected.

The Company Leases a Substantial Portion of Its Square Footage to Large National Tenants, Making It Vulnerable to Changes in the Business and Financial Condition of, or Demand for, Its Space by Such Tenants

As of December 31, 2025, the annualized base rental revenues of the Company’s tenants that exceed 1.5% of the Company’s aggregate annualized shopping center base rental revenues, including the Company’s proportionate share of joint venture aggregate annualized shopping center base rental revenues, are as follows:

12

The retail shopping sector has been affected by economic conditions, increases in consumer internet purchases and the competitive nature of the retail business and the competition for market share. In some cases, these shifts have resulted in weaker retailers losing market share and declaring bankruptcy, closing stores and/or taking advantage of early termination provisions in their leases. In addition, movie theater operators have experienced inconsistent performance since the COVID-19 pandemic and prospects for releasing any theater vacancies arising in the Company’s portfolio, as well as the properties, may be limited absent the investment of significant capital to repurpose the space. As of December 31, 2025, annualized base rental revenues from movie theater operators comprised 6.5% of the Company’s aggregate annualized shopping center base rental revenues (at the Company’s share).

The Company’s Dependence on Rental Income May Adversely Affect Its Results of Operations

Substantially all of the Company’s income is derived from rental income from real property. As a result, the Company’s results of operations and the value of its properties could be negatively affected if a number of its tenants, or any of its major tenants, were to do the following:

• Experience a downturn in their business that significantly weakens their ability to meet their obligations to the Company;
• Delay lease commencements;
• Decline to extend or renew leases upon expiration;
• Fail to make rental payments when due or
• Close stores or declare bankruptcy.

Any of these actions could result in the termination of tenants’ leases and the loss of rental income attributable to the terminated leases. In addition, the Company may be required to write off and/or accelerate depreciation and amortization expense associated with a significant portion of the tenant-related deferred charges in future periods. Lease terminations by an anchor tenant or a failure by that anchor tenant to occupy the premises may also permit other tenants in the same shopping center to terminate their leases or reduce the amount of rent they pay under the terms of their leases. The Company cannot be certain that any tenant whose lease expires will renew that lease or that the Company will be able to re-lease space on economically advantageous terms. The loss of rental revenues from a number of the Company’s major tenants and its inability to replace such tenants may adversely affect the Company’s profitability, its ability to make distributions to shareholders, and the attractiveness of the Company’s properties to potential buyers thereof. In the event the Company is able to re-lease spaces vacated by major bankrupt, distressed or non-renewing tenants, the downtime and capital expenditures required in the re-leasing process may adversely affect the Company’s results of operations.

The Company’s Expenses May Remain Constant or Increase Even if Income from the Company’s Properties Decreases

Costs associated with the Company’s business, such as common area expenses, utilities, insurance, real estate taxes, mortgage payments and corporate expenses, are relatively inflexible and generally do not decrease in the event that a property is not fully occupied, rental rates decrease, a tenant fails to pay rent or other circumstances cause the Company’s revenues to decrease. In addition, other factors can cause operating costs to increase independent of occupancy, rental and default rates, such as inflation. If the Company is unable to lower its operating costs when property-level revenues decline and/or is unable to pass along cost increases to tenants, the Company’s cash flows, profitability and ability to make distributions to shareholders could be adversely impacted.

Inflationary Pressures Could Adversely Impact the Company’s Tenants and Operating Results

Inflationary pressures pose risks to the Company’s business, tenants and the U.S. economy. Inflationary pressures and rising interest rates could result in reductions in retailer profitability and consumer discretionary spending which could impact tenant demand for new and existing store locations and the Company’s ability to maintain or grow rents. Regardless of inflation levels, base rent under most of the Company’s long-term anchor leases will remain constant (subject to tenants’ exercise of renewal options at pre-negotiated rent increases) until the expiration of their lease terms. Inflation may result in increases in certain shopping center operating expenses including common area maintenance and other operating expenses. Although most of the Company’s leases require tenants to pay their share of these property operating expenses, some tenants may be unable to absorb large expense increases caused by inflation and such increased expenses may limit tenants’ ability to pay higher base rents upon renewal, or renew leases at all. Inflation may also impact other aspects of the Company’s operating costs, including insurance, employee retention costs and the cost to complete build-outs of recently leased vacancies.

The Company Has Limited Control Over Properties Owned Through the DTP Joint Venture

The Company’s investment in the DTP joint venture involves risks not otherwise present with investments in shopping centers that are wholly-owned by the Company, including the possibility that the Company’s partner might at any time have different interests or goals than the Company and that its partner may take action contrary to the Company’s instructions, requests, policies or objectives, including the Company’s objective to monetize its investment in the joint venture and its policy with respect to maintaining the Company’s qualification as a REIT. Other risks include impasse on decisions, such as the decision to sell or finance a property or leasing decisions with anchor tenants, because neither the Company’s partner nor the Company have full control over the partnership or joint venture. In addition, the Company is obligated to maintain the REIT status of the DTP joint venture’s REIT subsidiary and the Company’s failure to do so could result in substantial liability to its partner. These factors could limit the return that the Company receives from the DTP investment, cause its cash flows to be lower than its estimates or lead to business conflicts or litigation.

The Company’s Current and Former Real Estate Investments May Entail Environmental Contamination That Could Adversely Affect Its Results of Operations

The ownership of properties may subject the Company to liabilities, including environmental liabilities. The Company’s operating expenses could be higher than anticipated due to the cost of complying with existing or future environmental laws and regulations. In addition, under various federal, state and local laws, ordinances and regulations, the Company may be considered an owner or operator of real property or to have arranged for the disposal or treatment of hazardous or toxic substances. As a result, the Company may become liable for the cost to remove or remediate certain hazardous substances released by third parties, including tenants, on or in its current or previously owned properties. The Company may also be liable for other potential costs that could relate to hazardous or toxic substances (including governmental fines and injuries to persons and property). The Company may incur such liability whether or not it knew of, or was responsible for, the presence of such hazardous or toxic substances. Such liability could be of substantial magnitude and, as a result, could have a material adverse effect on the Company’s operating results and financial condition, as well as its ability to make distributions to shareholders. The presence of contamination or the failure to successfully complete its remediation may adversely affect the Company’s ability to lease or sell its remaining properties.

The Company May Be Adversely Impacted by Laws, Regulations or Other Issues Related To Climate Change

The Company may become subject to laws or regulations related to climate change, which could cause its business, results of operations and financial condition to be impacted adversely. Governments have enacted certain climate change laws and regulations and have begun regulating carbon footprints and greenhouse gas emissions. Although many of these laws and regulations remain subject to legal challenges and have not had any known material impact on the Company’s business to date, they could result in substantial costs, including compliance costs, increased energy costs, retrofit costs and construction costs, including monitoring and reporting costs, and capital expenditures for environmental control facilities and other new equipment. The Company cannot predict how laws and regulations related to climate change will affect the Company’s business, results of operations and financial condition.

The Company’s Properties Could Be Subject to Climate Change, Damage from Natural Disasters, Public Health Crises and Weather-Related Factors; An Uninsured Loss on the Company’s Properties or a Loss That Exceeds the Limits of the Company’s Insurance Policies Could Subject the Company to Lost Capital or Revenue on Those Properties

The Company’s properties are generally open-air shopping centers. Extreme weather conditions may impact the profitability of the Company’s tenants by decreasing traffic at or hindering access to the Company’s properties, which may decrease the amount of rent the Company collects. Furthermore, certain of the Company’s remaining properties (including properties owned by the DTP joint venture) are located in coastal areas that are subject to natural disasters, including the Southeast and California. Such properties could therefore be affected by hurricanes, tropical storms, earthquakes and wildfires. The potential impacts of climate change on the Company’s operations are highly uncertain but could include local changes in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperature averages or extremes. Furthermore, a public health crisis or other catastrophic event could adversely affect economies, financial markets and consumer behaviors and lead to an economic downturn, which could harm the Company’s business, financial condition and operating results. The potential increase in the frequency and intensity of natural disasters, extreme weather-related events and climate change in the future may limit the types of coverage and the coverage limits the Company is able to obtain on commercially reasonable terms.

The Company currently maintains all-risk property insurance with limits of $250 million per occurrence and in the aggregate and general liability insurance with limits of $100 million per occurrence and in the aggregate, in each case subject to various conditions, exclusions, deductibles and sub-limits for certain perils such as windstorm, flood and earthquake. Coverage for named windstorms, floods and earthquakes in high-risk areas is generally subject to a deductible of up to 5% of the total insured value of each property. The amount of any insurance coverage for losses due to damage or business interruption may prove to be insufficient. Should a loss occur that is uninsured or is in an amount exceeding the aggregate limits for the applicable insurance policy, or in the event of a loss that is subject to a substantial deductible under an insurance policy, the Company could lose all or part of its capital invested in, and anticipated revenue from, one or more of the properties, which could have a material adverse effect on the Company’s operating results and financial condition, as well as its ability to make distributions to shareholders.

Crime or Civil Unrest in the Markets in Which the Company’s Properties Are Located May Affect Its Business and Profitability

Certain of the Company’s properties are located in or near major metropolitan areas or other areas that are susceptible to property and violent crime, including terrorist attacks, mass shootings and civil unrest. Increased incidence of property crime, such as shoplifting or damage caused by civil unrest, could reduce tenant profitability or demand for space and, as a result, decrease the rents the Company is able to collect from affected properties or lead to increased vacancy. Furthermore, any kind of violent criminal acts, including terrorist acts against public institutions or buildings or modes of public transportation (including airlines, trains or buses), or civil unrest could alter shopping habits, deter customers from visiting the Company’s shopping centers or result in damage to its properties. The Company may also incur increased expenses as a result of its efforts to provide enhanced security measures at its properties to contend with criminal or other threats. Any of the foregoing circumstances could have a negative effect on the Company’s business, the operations of its tenants, the value of its properties and the number of investors interested in acquiring them.

A Disruption, Failure or Breach of the Company’s Networks or Systems, Including as a Result of Cyber-Attacks, Could Harm Its Business

The Company relies extensively on computer systems to manage its business, including to provide services to Curbline Properties and the DTP joint venture. While the Company maintains some of its own critical information technology systems, it also depends extensively on third parties to provide important information technology services relating to several key business functions, such as payroll, human resources, electronic communications and certain finance functions. These systems are subject to damage or interruption from power outages, facility damage, computer or telecommunications failures, computer viruses, security breaches, vandalism, natural disasters, catastrophic events, human error and potential cyber threats, including phishing attacks, ransomware and other sophisticated cyber-attacks, including those that leverage artificial intelligence. Although the Company and such third parties employ a number of measures to prevent, detect and mitigate cyber threats, including password protection, firewalls, backup servers, threat monitoring and periodic penetration testing, the techniques used to obtain unauthorized access change frequently and there is no guarantee that such efforts will be successful. Should they occur, these threats could compromise the confidential information of the Company’s tenants, employees, third-party vendors and other counterparties (including Curbline Properties and the DTP joint venture); disrupt the Company’s business operations and the availability and integrity of data in the Company’s systems; and result in litigation, violation of applicable privacy and other laws, investigations, actions, fines or penalties. In the event of damage or disruption to the Company’s business due to these occurrences, the Company may not be able to successfully and quickly recover all of its critical business functions, assets and data. Furthermore, while the Company maintains insurance, the coverage may not sufficiently cover all types of losses, claims or fines that may arise. For additional information see Item 1. “Business—Information Technology and Cybersecurity” in Part I of this Annual Report on Form 10-K.

The Transition of the Company’s Property Management or Financial Systems Could Affect Its Operations

The Company recently completed its transition to a new commercial property management and financial system. Implementation of the new system was a major undertaking and entailed the migration of a significant amount of historical data to, and integration of key processes with, the new system. As the size of the Company’s workforce and portfolio continue to decrease as a result of property sales, the Company may further evaluate its approach to the day-to-day management of its remaining properties and its accounting and reporting systems, particularly following the conclusion of the Shared Services Agreement. Should the recently implemented system not perform in a satisfactory manner, or any future transition to external property management and/or new reporting and accounting systems not be completed successfully, it could disrupt and adversely affect the Company’s operations, including the ability to timely bill and collect tenant payments, the ability to satisfy contractual obligations to Curbline Properties and the DTP joint venture and the ability to report accurate and timely financial results, any of which could adversely impact the Company’s business, reputation, financial condition and the price of the Company’s common shares.

Risks Related to the Company’s Organization and Capital Structure

Provisions of the Company’s Articles of Incorporation and Code of Regulations Could Have the Effect of Delaying, Deferring or Preventing a Change in Control, Even if That Change May Be Considered Beneficial by Some of the Company’s Shareholders

The Company’s Articles of Incorporation and Code of Regulations contain provisions that could have the effect of rendering more difficult, delaying or preventing an acquisition deemed undesirable by the Company’s Board of Directors. Among other things, the Articles of Incorporation and Code of Regulations include these provisions:

• Prohibiting any person from owning more than 9.8% of the Company’s outstanding common shares in order to maintain the Company’s status as a REIT;
• Authorizing “blank check” preferred shares, which could be issued by the Board of Directors without shareholder approval and may contain voting, liquidation, dividend and other rights superior to the Company’s common shares;
• Providing that any vacancy on the Board of Directors may be filled only by the affirmative vote of a majority of the remaining directors then in office;
• Providing that no shareholder may cumulate the shareholder’s voting power in the election of directors;
• Providing that shareholders may not act by written consent unless such written consent is unanimous and
• Requiring advance notice of shareholder proposals for business to be conducted at meetings of the Company’s shareholders and for nominations of candidates for election to the Board of Directors.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in the Company’s management. The Company believes these provisions protect its shareholders from coercive or otherwise unfair takeover tactics and are not intended to make the Company immune from takeovers. However, these provisions apply even if the offer may be considered beneficial by some shareholders and could delay, defer or prevent an acquisition that the Board of Directors determines is not in the best interests of the Company and its shareholders, which under certain circumstances could reduce the market price of its common shares.

The Company Does Not Maintain a Revolving Credit Facility Which Could Adversely Affect Its Ability to Fund Its Business

In preparation for the spin-off of Curbline Properties, the Company repaid all of its unsecured indebtedness and terminated its revolving credit facility in August 2024. As a result, the Company does not maintain a line of credit that can be used to fund working capital needs. Although the Company seeks to conservatively manage its cash position in order to provide sufficient liquidity to operate its business and satisfy expenses projected to be incurred during the anticipated winding up of its operations, the Company may not be able to timely obtain financing on its unencumbered assets or otherwise satisfy unexpected liabilities if they were to arise, which could have a material adverse effect on the Company’s business, operations and financial condition.

Risks Related to the Company’s Relationship with Curbline Properties

The Company’s Relationship with Curbline Properties May Create, or Appear to Create, Conflicts of Interest

The Company’s agreements with Curbline Properties could lead to, or appear to cause, conflicts of interest. For example, pursuant to the Shared Services Agreement, Curbline Properties provides the Company with leadership, management and transaction services, and the Company provides Curbline Properties with the services of such employees and the use or benefit of such Company assets, offices and other resources as are necessary or useful to operate Curbline Properties’ business. As a result, Company employees provide significant services to Curbline Properties, and Curbline Properties provides the Company with the services of certain leadership and management personnel. As such, conflicts of interest may arise in connection with the performance of the services provided by the Company or Curbline Properties and the allocation of priority, time and attention to providing such services. In particular, the Company’s Chief Executive Officer and Chief Investment Officer are employed and compensated by, and also serve as the chief executive officer and chief investment officer of, Curbline Properties, and their services are provided to the Company under the terms of the Shared Services Agreement. These individuals also serve as directors of the Company and own equity in Curbline Properties which could create, or appear to create, conflicts of interest when these officers and the Company are faced with decisions (including with respect to the Shared Services Agreement) that could have different implications for the Company and Curbline Properties.

Conflicts of interest could likewise arise in connection with the exercise of rights (including termination rights) by, and resolution of any dispute between, the Company and Curbline Properties with respect to the terms of the agreements governing their separation and ongoing relationship. Conflicts of interest may also arise from the lease of vacant space or renewal of existing leases at the Company’s properties, which may be located near and compete with properties owned by Curbline Properties. Conflicts may also arise with respect to the employment of Company personnel, as Curbline Properties is not prohibited from soliciting the employment of Company employees.

The Agreements with Curbline Properties Were Not Negotiated on an Arm’s-Length Basis and May Not Be on the Same Terms as if They Had Been Negotiated With an Unaffiliated Third Party

The Separation and Distribution Agreement, the Tax Matters Agreement, the Employee Matters Agreement, the Shared Services Agreement and other agreements governing Curbline Properties’ separation from the Company in October 2024 and the Company’s ongoing relationship with Curbline Properties were negotiated between related parties and do not reflect the terms that would have been negotiated at arm’s length with an unaffiliated third party. For example, the allocation of assets, liabilities, expenses, rights, durations, indemnification and other obligations between the Company and Curbline Properties under these agreements would likely have been different if they had been agreed to by unaffiliated parties. It is unlikely that an unaffiliated third party would be willing or able to perform certain of these agreements or provide similar services on the same terms or at all.

The Company Is Required to Provide Services and Certain Benefits to Curbline Properties for the Duration of the Shared Services Agreement, Even If it is Economically Inefficient to do so

Pursuant to the terms of the Shared Services Agreement, until October 1, 2027 or such earlier time as the Shared Services Agreement is terminated in accordance with its terms, the Company is generally obligated to provide Curbline Properties with the services of such Company’s employees and the use or benefit of such of the Company’s assets, offices and other resources as may be necessary or useful for Curbline Properties to establish and operate various business functions in a manner consistent with a REIT similarly situated to Curbline Properties. As a result of these obligations, even as sales of Company assets cause a significant decrease in the size of the Company’s portfolio and income, the Company will have limited ability to proportionately reduce the size of its organization and general and administrative expense during the term of the Shared Services Agreement. While Curbline Properties is required to pay certain fees to the Company pursuant to the terms of the Shared Services Agreement, these fees do not fully offset the cost of the services and benefits the Company is required to provide to Curbline Properties during the term of the agreement. As a result, the costs incurred by the Company to satisfy its obligations to Curbline Properties during the term of the Shared Services Agreement are expected to continue to have an increasingly disproportionate and adverse impact on the Company’s results of operations and its ability to use cash flow from operations and disposition proceeds to make distributions to shareholders.

Risks Related to the Company’s Common Shares

Changes in Market Conditions Could Adversely Affect the Market Price of the Company’s Publicly Traded Securities

As with other publicly traded securities, the market price of the Company’s publicly traded securities depends on various factors and market conditions, which may change from time to time. Among the factors and market conditions that may affect the market price of the Company’s publicly traded securities are the following:

• The market’s perception of the Company’s strategy, the value of its remaining assets and the amount and timing of its future cash distributions;
• An increase in market interest rates, which could adversely impact the value of the Company’s properties;
• The extent of institutional investor interest in the Company and the properties it owns;
• The attractiveness of the securities of REITs in comparison to securities issued by other entities (including securities issued by other real estate companies or sovereign governments), bank deposits or other investments;
• The Company’s financial condition and performance and
• General economic and financial market conditions.

If an Active Trading Market for the Company’s Common Shares Is Not Sustained Because the Company’s Common Shares Are De-listed from the NYSE or Otherwise, Shareholders’ Ability to Sell Shares When Desired and the Prices Obtained Will Be Adversely Affected

The Company’s common shares are currently listed on the New York Stock Exchange (the “NYSE”) under the trading symbol “SITC.” However, there can be no assurance that the Company’s common shares will continue to be listed on the NYSE or that an active trading market for the Company’s common shares will be maintained, especially as the Company executes on its strategy to sell its remaining properties and make distributions to shareholders, which is expected to negatively impact the price of the Company’s common shares, its market capitalization and its ability to satisfy the NYSE’s minimum listing requirements. The Company expects to voluntarily de-list its common shares from the NYSE as it approaches price-per-share and market capitalization levels that would trigger automatic de-listing. The NYSE also has certain discretionary authority to de-list the Company’s common shares. Accordingly, no assurance can be given as to the ability of the Company’s shareholders to sell their common shares or the price that shareholders may obtain for their common shares, particularly after the Company’s common shares cease to be listed on the NYSE.

The Company May Adopt a Plan of Liquidation, Which May Have Adverse Tax Consequences and Adversely Affect Shareholders’ Ability to Exit Their Investment in the Company

The Company may elect to adopt a formal plan of liquidation in the future to sell its remaining assets and to liquidate and dissolve the Company. The REIT provisions of the Code generally require that the Company distribute at least 90% of its REIT taxable income each year (determined without regard to the dividends paid deduction and excluding net capital gain) as a dividend to its shareholders. Liquidating distributions made pursuant to any plan of liquidation are expected to qualify for the dividends paid deduction, provided that they are made within 24 months of the adoption of such plan. In the event a plan of liquidation is adopted, conditions may arise that might prevent the Company from being able to liquidate within such 24-month period. For instance, it may not be possible to sell all of the Company’s remaining properties during such period. In such event, rather than retain the unsold properties and risk losing its status as a REIT, the Company could elect, for tax purposes, to transfer its remaining assets and liabilities to a liquidating trust or convert to a limited liability company in order to meet the 24-month requirement. Any shareholders who have not sold their common shares prior to such a transfer or conversion would receive non-transferable beneficial interests in the liquidating trust or non-transferrable beneficial membership interests in the limited liability company equivalent to their ownership interests in the Company, as represented by the Company’s common shares that they held prior to the transfer or conversion.

The Company May Issue Additional Securities Without Shareholder Approval

The Company can issue preferred shares and common shares without shareholder approval subject to certain limitations in the Company’s Articles of Incorporation. Holders of preferred shares have priority over holders of common shares, and the issuance of additional shares reduces the ownership interest of existing holders in the Company.

Risks Related to the Company’s Taxation as a REIT

If the Company Fails to Qualify as a REIT or Otherwise Surrenders its Status as a REIT in Any Taxable Year, It Will Be Subject to U.S. Federal Income Tax as a Regular Corporation and Could Have Significant Tax Liability, Which May Have a Significant Adverse Consequence to the Value of the Company’s Shares

The Company currently seeks to operate in a manner that allows it to qualify as a REIT for U.S. federal income tax purposes. However, REIT qualification requires that the Company satisfy numerous requirements (some on an annual or quarterly basis) established under highly technical and complex provisions of the Code, for which there are a limited number of judicial or administrative interpretations. The Company’s status as a REIT requires an analysis of various factual matters and circumstances that are not entirely within its control. In addition, the amount of non-qualifying assets and income the Company can own and earn while still maintaining its REIT status has decreased in recent years due to the reduction in the size of the Company’s operations resulting from asset sales and the spin-off of Curbline and is expected to further decrease in the future. Accordingly, the Company’s ability to qualify and remain qualified as a REIT for U.S. federal income tax purposes is not certain and cannot be assured. Even a technical or inadvertent violation of the REIT requirements could jeopardize the Company’s REIT qualification. Furthermore, Congress or the IRS might change the tax laws or regulations and the courts could issue new rulings, in each case potentially having a retroactive effect that could make it more difficult or impossible for the Company to continue to qualify as a REIT. Alternatively, the Company may elect to surrender its REIT status in connection with the anticipated wind-up of its operations in the event the Company determines that the anticipated benefits to the Company and its shareholders of maintaining REIT qualification do not exceed the related compliance costs or if the nature of the Company’s remaining operations makes compliance with REIT requirements impracticable.

If the Company ceases to qualify as a REIT in any tax year, the following will result:

• The Company would be taxed as a regular domestic corporation, which, among other things, means that it would be unable to deduct distributions to its shareholders in computing its taxable income and would be subject to U.S. federal income tax on its taxable income at regular corporate rates;
• Any resulting tax liability could be substantial and would reduce the amount of cash available for distribution to shareholders and could force the Company to liquidate assets or take other actions that could have a detrimental effect on its operating results and
• Unless the Company were entitled to relief under applicable provisions, it would be disqualified from treatment as a REIT for the four taxable years following the year during which the Company lost its qualification, and its cash available for debt service obligations and distribution to its shareholders, therefore, would be reduced for each of the years in which the Company does not qualify as a REIT.

Even if the Company remains qualified as a REIT, it may face other tax liabilities that directly or indirectly reduce its cash flow. The Company may conduct certain non-qualifying operations through a TRS, which is subject to taxation, and any changes in the laws affecting the Company’s use of a TRS may increase the Company’s tax expenses. The Company may also be subject to certain federal, state and local taxes on its income and property either directly or at the level of its subsidiaries. Any of these taxes would decrease cash available for debt service obligations and distribution to the Company’s shareholders.

Compliance with REIT Requirements May Negatively Affect the Company’s Operating Decisions

To maintain its status as a REIT for U.S. federal income tax purposes, the Company must meet certain requirements on an ongoing basis, including requirements regarding its sources of income, the nature and diversification of its assets, the amounts the

Company distributes to its shareholders and the ownership of its shares. The Company may also be required to make distributions to its shareholders when it does not have funds readily available for distribution or at times when the Company’s funds are otherwise needed to fund capital expenditure obligations.

As a REIT, the Company must distribute at least 90% of its annual net taxable income (excluding net capital gains) to its shareholders. To the extent that the Company satisfies this distribution requirement, but distributes less than 100% of its net taxable income, the Company will be subject to U.S. federal corporate income tax on its undistributed taxable income. In addition, the Company will be subject to a 4% non-deductible excise tax if the actual amount paid to its shareholders in a calendar year is less than the minimum amount specified under U.S. federal tax laws. From time to time, the Company may generate taxable income greater than its income for financial reporting purposes, or its net taxable income may be greater than its cash flows available for distribution to its shareholders. If the Company does not have other funds available in these situations, it could be required to borrow funds or find other sources of funds in order to meet the REIT distribution requirements and avoid corporate income tax and the 4% excise tax.

The Company’s access to third-party sources of capital depends on a number of factors, including the market’s perception of the value of the Company’s properties, its then current debt levels, the market price of its common shares and current and potential future earnings. The Company cannot assure shareholders that it will have access to such capital on favorable terms at the desired times, or at all, which may cause the Company to dispose of assets at inopportune times and could materially and adversely affect the Company. The Company may make taxable in-kind distributions of common shares, which may cause shareholders to be required to pay income taxes with respect to such distributions in excess of any cash received, or the Company may be required to withhold taxes with respect to such distributions in excess of any cash shareholders receive.

The Company May Be Forced to Borrow Funds to Maintain Its REIT Status, and the Unavailability of Such Capital on Favorable Terms at the Desired Times, or at All, May Cause the Company to Dispose of Assets at Inopportune Times, Which Could Materially and Adversely Affect the Company

To qualify as a REIT, the Company generally must distribute to shareholders at least 90% of its REIT taxable income each year, determined without regard to the dividends paid deduction and excluding any net capital gains, and the Company will be subject to regular corporate income taxes on its undistributed taxable income to the extent that the Company distributes less than 100% of its REIT taxable income, determined without regard to the dividends paid deduction and including any net capital gains, each year. In addition, the Company will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions paid by the Company in any calendar year are less than the sum of 85% of the Company’s ordinary income, 95% of its capital gain net income and 100% of its undistributed income from prior years. The Company could have a potential distribution shortfall as a result of, among other things, differences in timing between the actual receipt of cash and recognition of income for U.S. federal income tax purposes or the effect of nondeductible capital expenditures, the creation of reserves or required debt or amortization payments. In order to maintain REIT status and avoid the payment of income and excise taxes, the Company may need to borrow funds to meet the REIT distribution requirements. The Company may not be able to borrow funds on favorable terms or at all, and the Company’s ability to borrow may be restricted by the terms of the instruments governing the Company’s existing indebtedness (if any). The Company’s access to third-party sources of capital depends on a number of factors, including the market’s perception of the value of the Company’s properties, its current debt levels, the market price of its common shares and current and potential future earnings. The Company cannot assure shareholders that it will have access to such capital on favorable terms at the desired times, or at all, which may cause the Company to dispose of assets at inopportune times and could materially and adversely affect the Company. The Company may make taxable in-kind distributions of common shares, which may cause shareholders to be required to pay income taxes with respect to such distributions in excess of any cash received, or the Company may be required to withhold taxes with respect to such distributions in excess of any cash shareholders receive.

Dividends Paid by REITs Generally Do Not Qualify for Reduced Tax Rates

In general, the maximum U.S. federal income tax rate for dividends paid to individual U.S. shareholders is 20%. Due to its REIT status, the Company’s distributions to individual shareholders generally are not eligible for the reduced rates. However, U.S. shareholders that are individuals, trusts or estates generally may deduct up to 20% of the ordinary dividends (e.g., REIT dividends that are not designated as capital gain dividends or qualified dividend income) received from a REIT for taxable years beginning after December 31, 2017. Although this deduction reduces the effective tax rate applicable to certain dividends paid by REITs (generally to 29.6%, assuming the shareholder is subject to the 37% maximum rate), such tax rate is still higher than the tax rate applicable to corporate dividends that constitute qualified dividend income. Accordingly, investors who are individuals, trusts or estates may perceive investments in REITs to be relatively less attractive than investments in stocks of non-REIT corporations that pay dividends, which could materially and adversely affect the value of the shares of REITs, including the per share trading price of the Company’s common shares.

Certain Foreign Shareholders May Be Subject to U.S. Federal Income Tax on Gain Recognized on a Disposition of the Company’s Common Shares if the Company Does Not Qualify as a “Domestically Controlled” REIT

A foreign person disposing of a U.S. real property interest, including shares of a U.S. corporation whose assets consist principally of U.S. real property interests, is generally subject to U.S. federal income tax on any gain recognized on the disposition. This tax does not apply, however, to the disposition of stock in a REIT if the REIT is “domestically controlled.” In general, the Company will be a domestically controlled REIT if at all times during the five-year period ending on the applicable stockholder’s disposition of the Company’s stock, less than 50% in value of the stock was held directly or indirectly by non-U.S. persons. If the Company were to fail to qualify as a domestically controlled REIT, gain recognized by a foreign stockholder on a disposition of the Company’s common shares would be subject to U.S. federal income tax unless the common shares were traded on an established securities market and the foreign stockholder did not at any time during a specific testing period directly or indirectly own more than 10% of the Company’s outstanding common stock.

Legislative or Other Actions Affecting REITs Could Have a Negative Effect on the Company

The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the Department of the Treasury. Changes to the tax laws, with or without retroactive application, could materially and adversely affect the Company or its shareholders. The Company cannot predict how changes in the tax laws might affect shareholders or the Company. New legislation, Treasury regulations, administrative interpretations or court decisions could significantly and negatively affect the Company’s ability to qualify as a REIT, the U.S. federal income tax consequences of such qualification or the U.S. federal income tax consequences of an investment in the Company. In addition, the law relating to the tax treatment of other entities, or an investment in other entities, could change, making an investment in such other entities more attractive relative to an investment in a REIT. Furthermore, potential amendments and technical corrections, as well as interpretations and implementation of regulations by the Treasury and IRS, may have or may in the future occur or be enacted, and, in each case, they could lessen or increase the impact of the Tax Cuts and Jobs Act of 2017 (the “TCJA”). In addition, states and localities, which often use federal taxable income as a starting point for computing state and local tax liabilities, continue to react to the TCJA, and these may exacerbate its negative, or diminish its positive, effects on the Company. It is impossible to predict the nature or extent of any new tax legislation, regulation or administrative interpretations, but such items could adversely affect the Company’s operating results, financial condition and/or future business planning.

General Risks Relating to Investments in the Company’s Securities

The Company May Be Unable to Retain or Attract Key Management Personnel

The Company may be unable to retain or attract talented executives particularly in consideration of its disposition strategy and the anticipated winding up of its operations. Pursuant to the terms of the Shared Services Agreement, Curbline Properties currently provides the Company with a Chief Executive Officer and Chief Investment Officer and therefore these officers are not employed by, or exclusively dedicated to, the Company. At any time, Curbline Properties may provide different individuals to serve as our Chief Executive Officer and Chief Investment Officer than the individuals currently serving in those roles. Upon the termination of the Shared Services Agreement, the Company does not expect the individuals currently provided to the Company to continue to serve as our Chief Executive Officer and Chief Investment Officer. In the event of the loss of key management personnel, including in connection with the termination of the Shared Services Agreement, the Company may not be able to find replacements with comparable skill, ability and industry expertise. The Company’s operating results and financial condition, the execution of the Company’s disposition strategy and the market price of the Company’s common shares could be materially and adversely affected until suitable replacements are identified and retained, if at all.

The Company Is Subject to Litigation That Could Adversely Affect Its Results of Operations

The Company is a defendant from time to time in lawsuits and regulatory proceedings relating to its business. Due to the inherent uncertainties of litigation and regulatory proceedings, the Company cannot accurately predict the ultimate outcome of any such litigation or proceedings. An unfavorable outcome could adversely affect the Company’s business, financial condition or results of operations. Any such litigation could also lead to increased volatility of the trading price of the Company’s common shares. For a further discussion of litigation risks, see “Legal Matters” in Note 7, “Commitments and Contingencies,” to the Company’s consolidated financial statements.

Information Technology and Cybersecurity

The Company depends on the proper functioning, availability, and security of its information systems, including financial, data processing, communications, and operating systems, as well as proprietary software programs that are important to the efficient operation of the business. The Company also utilizes software applications provided by third parties, grants limited access to the Company’s systems to third parties providing specific outsourced functions or other services, and increasingly stores and transmits data using connected information technology or “cloud” systems. Any significant failures or disruptions of the Company’s critical information systems, including ransomware attacks or other cyber incidents, that impact the availability or other proper functioning of these systems or that result in the compromise of sensitive or confidential information, including information of tenants, employees, and others (including joint venture partners and Curbline Properties), could result in liability for the Company to third parties and have a significant impact on the Company’s operations and reputation.

The Company’s internal audit team annually assesses and reviews the risks posed to the security of the Company’s networks, including a review of system and process assurance for information technology and application controls, and takes into account certain frameworks and policies. The Company’s internal audit team also reviews the Company’s fraud assessment and confirms IT management’s oversight of its cybersecurity policies. This oversight has been integrated into the Company’s enterprise risk management system. For example, the Company’s management team reviews the findings, if any, of the internal audit team’s assessments, analyzes the identified risks, and takes action based on the Company’s overall risk profile. In order to assess the risks posed to the Company’s information systems by third-party service providers and vendors, the information technology department, coordinating with the Company's internal audit services team, evaluates new software and network application vendors’ contracts, internal policies, certifications, and System and Organization Controls (“SOC”) reports during the procurement of solutions and services.

To mitigate the risk and impact of any cybersecurity incidents on the security and availability of the Company’s networks, the Company’s information technology systems are protected through physical and software safeguards and backup procedures the Company considers appropriate. The Company contracts with independent cybersecurity providers for security event incident management, end-point detection and incident response monitoring, and security incident response services. Additionally, the Company has deployed a layered approach to network intrusion detection and protection using technology provided by industry-leading companies. The information technology department also performs timely system and security updates to maintain current software versions and apply appropriate security updates to reduce the Company’s risk.

The Company has also implemented various safeguards designed to ensure the confidentiality, availability and the integrity of its network and data, including redundant telecommunication facilities, replicating critical data and backups to multiple off-site locations, a fire suppression system to protect the Company’s on-site data center, and electrical power protection and generation facilities. The Company also has a catastrophic disaster recovery plan and alternate processing capability available for its critical data processes in case of a catastrophe that renders the primary data center unusable.

The Company conducts annual cybersecurity awareness training for all employees, new-hire cybersecurity training, monthly simulated phishing tests, and additional training for specific departmental requirements as part of the Company’s risk mitigation efforts. The Company also maintains cybersecurity insurance; however, there is no assurance that the insurance the Company maintains will cover all cybersecurity breaches or that policy limits will be sufficient to cover all related losses.

Under the leadership of the Company’s Chief Technology Officer, the Company’s information technology department is primarily responsible for assessing and managing material risks to the Company’s information systems, including from cybersecurity threats. The Company’s Chief Technology Officer has over 30 years’ experience working in information technology and managing information technology systems and holds several specialized security certifications, including the Certified Information Security Manager certification from the Information Systems Audit and Control Association. In addition, certain members of the Company’s information technology department have obtained specialized security certifications, including accreditation as Certified Information Systems Security Professionals, and have prior work experience in various roles involving technology and security. The Company has established an internal Security and Privacy Governance Committee, comprised of the Chief Technology Officer and other senior members of management that meets periodically. This committee receives updates from the Company’s information technology department with respect to the implementation of various systems and security measures, the Company’s cybersecurity training and awareness program, enhancements or modifications to the security program, and the impacts of such changes to the Company’s information security risk environment. The Company has adopted a Cybersecurity Incident Response Plan, which requires communication of cybersecurity incidents to varying levels and personnel within the organization depending on the severity of the threat impact and encompasses tactics related to cybersecurity, systems and facilities availability, and information privacy.

The Board of Directors has specifically delegated oversight of the Company’s cybersecurity risks and related practices to the Audit Committee of the Board of Directors (the “Audit Committee”) through the committee’s charter. At least annually, senior members of the Company’s information technology team (including the Chief Technology Officer) and internal audit services team brief the Audit Committee on information and cybersecurity matters, including results from risk assessments, the Company’s policies and its internal control function. The Audit Committee reviews such information alongside other company risks as part our overall risk assessment process.

The Company has experienced issues from cybersecurity threats, including issues related to malware, email phishing, and other events intended to disrupt information systems, wrongfully obtain valuable information, or cause other malicious events. To the best of the Company’s knowledge, these threats have not materially affected the Company, nor have they materially obstructed the availability of its information systems and data on which it relies. Although no assurances can be given, the Company does not believe that such threats are reasonably likely to materially affect the Company in the future. The Company expects to modify certain of the processes and protections described above in the future, including in connection with the termination of the Shared Services Agreement and the continued decrease in size of its portfolio and operations. See Item 1A. Risk Factors under the caption “Risks Related to the Company’s Business Operations and Properties—A Disruption, Failure or Breach of the Company’s Networks or Systems, Including as a Result of Cyber-Attacks, Could Harm Its Business.”

At December 31, 2025, the Portfolio Properties included 19 shopping centers (including 11 centers owned through two unconsolidated joint ventures). At December 31, 2025, the Portfolio Properties aggregated 5.0 million square feet of Company-owned GLA located in 13 states.

At December 31, 2025, on a pro rata basis, the average annualized base rent per square foot was $22.61. The average annualized base rent of the Company’s eight wholly-owned shopping centers was $25.99 per square foot, and the average annualized base rent for the 11 shopping centers owned through unconsolidated joint ventures was $16.84 per square foot at 100%. The Company’s average annualized base rent per square foot does not consider tenant expense reimbursements.

A significant number of the Company’s shopping centers are anchored by national tenant anchors and are comprised of tenants that typically cater to the consumer’s desire for value, service and convenience and offer day-to-day necessities rather than luxury items. The properties often include discounters, grocery stores, pet supply stores, fitness centers, quick-service restaurants and beauty supply retailers as additional anchors or tenants.

Information as to the Company’s largest tenants based on total annualized rental revenues and Company-owned GLA at December 31, 2025, is set forth in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the caption “Executive Summary – Company Fundamentals” of this Annual Report on Form 10-K. For additional details related to property indebtedness for the Company’s wholly-owned assets, see “Real Estate and Accumulated Depreciation” (Schedule III) herein. At December 31, 2025, the Company owned an investment in properties through unconsolidated joint ventures, which properties served as collateral for joint venture mortgage debt aggregating approximately $440.7 million (of which the Company’s proportionate share is $106.0 million) and is not reflected in the Company’s consolidated financial statements. The Company’s properties range in size from approximately 49,000 square feet to approximately 389,000 square feet of Company-owned GLA. On a pro rata basis, the Company’s properties were 85.9% occupied as of December 31, 2025.

In January 2026, the Company sold its interest in the RVIP IIIB joint venture (Deer Park Town Center in Deer Park, Illinois).

Corporate Headquarters

In addition to its shopping center portfolio listed below, as of December 31, 2025, the Company owns two adjacent office buildings located in Beachwood, Ohio, totaling approximately 339,000 square feet, yielding approximately 227,000 square feet of GLA, of which the Company occupies approximately 60,000 square feet of GLA and approximately 167,000 square feet of GLA is leased or available to be leased to third parties.

Tenant Lease Expirations and Renewals

The following table shows the impact of tenant lease expirations through 2035 at the Company’s eight wholly-owned shopping centers (excluding ground leases) as of December 31, 2025, assuming that none of the tenants exercise any of their renewal options:

The following table shows the impact of tenant lease expirations through 2035 at the Company’s 11 shopping centers owned through unconsolidated joint ventures (excluding ground leases and at 100%) as of December 31, 2025, assuming that none of the tenants exercise any of their renewal options:

The rental payments under certain of these leases will remain constant until the expiration of their base terms, regardless of inflationary increases. There can be no assurance that any of these leases will be renewed or that any replacement tenants will be obtained if not renewed.

Shopping Center Property List at December 31, 2025

24

Shopping Center Property List at December 31, 2025

(1) Calculated as total annualized base rentals divided by Company-owned rent commenced GLA as of December 31, 2025.

(2) SITE ownership interest at 20%.

(3) Indicates the asset or a portion of the asset is subject to a ground lease. All other assets are owned fee simple.

(4) SITE ownership interest at 50%.

The Company and its subsidiaries are subject to various legal proceedings, which, taken together, are not expected to have a material adverse effect on the Company. The Company is also subject to a variety of legal actions for personal injury or property damage arising in the ordinary course of its business, most of which are covered by insurance. While the resolution of all matters cannot be predicted with certainty, management believes that the final outcome of such legal proceedings and claims will not have a material adverse effect on the Company’s liquidity, financial position or results of operations.

EXECUTIVE SUMMARY

The Company is a self-administered and self-managed Real Estate Investment Trust (“REIT”) in the business of owning, leasing, redeveloping and managing shopping centers. As of December 31, 2025, the Company’s portfolio consisted of 19 shopping centers (including 11 shopping centers owned through two unconsolidated joint ventures). At December 31, 2025, the Company owned 5.0 million square feet of gross leasable area (“GLA”) through all its properties (wholly-owned and joint venture). At December 31, 2025, the aggregate occupancy of the Company’s operating shopping center portfolio was 85.9% on a pro rata basis, and the average annualized base rent per occupied square foot was $22.61 on a pro rata basis. In addition, at December 31, 2025, the Company owns two adjacent office buildings located in Beachwood, Ohio, totaling approximately 339,000 square feet, yielding approximately 227,000 square feet of GLA, of which the Company occupies approximately 60,000 square feet of GLA and approximately 167,000 square feet of GLA is leased or available to be leased to third parties. In January 2026, the Company sold its interest in the RVIP IIIB joint venture (Deer Park Town Center in Deer Park, Illinois).

Curbline Spin-Off

In October 2023, the Company announced a plan to spin off a portfolio of convenience retail assets into a separate, publicly traded company to be named Curbline Properties Corp. (“Curbline” or “Curbline Properties”) in recognition of the distinct characteristics and opportunities within the Company’s unanchored and grocery, lifestyle and power center portfolios. Convenience properties are generally positioned on the curbline of well-trafficked intersections and major vehicular corridors, offering enhanced access and visibility along with dedicated parking and often include drive-thru units. Convenience properties generally consist of a homogeneous row of primarily small-shop units leased to a diversified mixture of national and local service and restaurant tenants that cater to daily convenience trips from the growing suburban population.

As of September 30, 2024, the Curbline portfolio consisted of 79 wholly-owned convenience retail assets consisting of approximately 2.7 million square feet of GLA. The separation of Curbline was completed on October 1, 2024.

On October 1, 2024, the Company, Curbline and Curbline Properties LP (the “Operating Partnership”) entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”), which provided for the principal transactions necessary to complete the spin-off, including the allocation among the Company, Curbline and the Operating Partnership of the Company’s assets, liabilities and obligations attributable to periods both prior to and following the spin-off. In particular, the Separation and Distribution Agreement provided, among other things, that certain assets relating to Curbline’s business were to be transferred to the Operating Partnership or the applicable Curbline subsidiary, including equity interests of certain Company subsidiaries that held assets and liabilities related to Curbline, interests in real property, certain tangible personal property, cash and cash equivalents held in Curbline accounts (including the transfer to Curbline of unrestricted cash of $800.0 million upon consummation of the spin-off) and other assets primarily used or held primarily for use in Curbline’s business. The Separation and Distribution Agreement also provided that certain liabilities relating to Curbline’s business were to be transferred to the Operating Partnership or the applicable Curbline subsidiary, including liabilities relating to or arising out of the operation of Curbline’s business after the effective time of the spin-off and liabilities expressly allocated to Curbline or one of its subsidiaries by the Separation and Distribution Agreement or certain other agreements entered into in connection with the spin-off.

Additionally, the Separation and Distribution Agreement contains provisions that obligate the Company to complete certain redevelopment projects at properties that are owned by Curbline. As of December 31, 2025, these redevelopment projects were estimated to cost $21.3 million to complete.

On October 1, 2024, the Company, Curbline and the Operating Partnership also entered into a Shared Services Agreement (the “Shared Services Agreement”), which provides that, subject to the supervision of the Company’s Board of Directors and executives, the Operating Partnership or its affiliates will provide the Company (i) leadership and management services that are of a nature customarily performed by leadership and management overseeing the business and operation of a REIT similarly situated to the Company, including supervising various business functions of the Company necessary for the day-to-day management operations of the Company and its affiliates and (ii) transaction services that are of a nature customarily performed by a dedicated transactions team within an organization similarly situated to the Company, including the provision of personnel at both the leadership and operational levels necessary to ensure effective and efficient preparation, negotiation, execution and implementation of real estate transactions, as well as overseeing post-transaction activities and alignment with the Company’s strategic objectives. The Operating Partnership or its affiliates provides the Company with a Chief Executive Officer and Chief Investment Officer but the Company employs its own Chief Financial Officer, Chief Accounting Officer and General Counsel.

The Shared Services Agreement also requires the Company to provide the Operating Partnership and its affiliates the services of its employees and the use or benefit of such other of the Company’s assets and resources as may be necessary or useful to establish and operate various business functions of the Operating Partnership and its affiliates in a manner as would be established and operated for a REIT similarly situated to Curbline. The Operating Partnership has the authority to supervise the employees of the Company and its affiliates and direct and control the day-to-day activities of such employees while such employees are providing services to the Operating Partnership or its affiliates under the Shared Services Agreement.

The Operating Partnership pays the Company a fee in the aggregate amount of 2.0% of Curbline’s Gross Revenue (as defined in the Shared Services Agreement) during the term of the Shared Services Agreement to be paid in monthly installments each month in arrears no later than the tenth calendar day of each month based upon Curbline’s Gross Revenue for the prior month. There is no separate fee paid by the Company in connection with the provision of services by the Operating Partnership or its affiliates under the Shared Services Agreement. Unless terminated earlier, the term of the Shared Services Agreement will expire on October 1, 2027. In the event of certain early terminations of the Shared Services Agreement, the Company will be obligated to pay a termination fee to the Operating Partnership equal to $2.5 million multiplied by the number of whole or partial fiscal quarters remaining in the Shared Services Agreement’s three-year term (or $12.0 million in the event the Company terminates the agreement for convenience on October 1, 2026).

The Company is also obligated to provide Curbline Properties and its affiliates with space at the Company’s offices located in Beachwood, Ohio, New York, New York and Boca Raton, Florida at no additional cost until October 1, 2027 or such earlier date as the Shared Services Agreement is terminated as a result of a change in control of Curbline Properties or a material breach by Curbline Properties and its affiliates under the Shared Services Agreement (a “Sanctioned Termination Event”). Curbline Properties and its affiliates also have an option exercisable on or prior to October 1, 2027 (or such earlier date as the Shared Services Agreement is terminated pursuant to a Sanctioned Termination Event) to enter into a lease agreement for office space at the Company’s corporate headquarters location in Beachwood, Ohio for an initial five-year term at annual base rent of $8.00 per square foot with the right to extend the lease for up to four successive terms of five years each (with 10% increases in annual base rent for each extension).

The Company, Curbline and the Operating Partnership also entered into a tax matters agreement (the “Tax Matters Agreement”), which governs the rights, responsibilities and obligations of the parties following the spin-off with respect to various tax matters and provides for the allocation of tax-related assets, liabilities and obligations. In addition, the Company, Curbline and the Operating Partnership entered into an employee matters agreement (“the Employee Matters Agreement”), which governs the respective rights, responsibilities, and obligations of the parties following the spin-off with respect to transitioning employees, equity plans and retirement plans, health and welfare benefits, and other employment, compensation, and benefit-related matters.

SITE Centers Strategy

The Company intends to pursue the marketing and sale of its remaining wholly-owned properties and to monetize the value of its investment in the DTP joint venture. The timing of asset sales may be impacted by general economic conditions, local conditions in the markets in which our remaining properties are situated and other property-specific considerations. The Company’s ability and timing to monetize the value of its investment in the DTP joint venture may be impacted by the degree of cooperation of the joint venture partner and the limited rights afforded the Company under the joint venture agreement (including the requirement that the Company obtain the joint venture partner’s consent to the sale of individual joint venture properties and distribution of resulting proceeds). See Item 1A. Risk Factors under the captions “Risks Relating to the Company’s Strategy–The Company May Have Difficulty Selling Its Remaining Real Estate Investments at Attractive Prices or at All” and “–The Company May Have Difficulty Realizing Value from Its Interest in the DTP Joint Venture.”

The Company expects to use proceeds from additional asset sales to pay operating expenses, manage overall liquidity levels, make distributions to shareholders and establish a reserve fund to satisfy projected expenses and known and unknown claims that might arise during the anticipated wind-up of its business. The Company expects to incur significant expenses in connection with the eventual wind-up of its business, including but not limited to the fee applicable to any early termination of the Shared Services Agreement, employee severance costs, discretionary bonuses upon completion of the sales process, costs to terminate office leases, licenses and other operating contracts, professional fees (including fees of accountants and law firms), costs to comply with ongoing reporting requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) (until such time as the Company qualifies for relief therefrom), insurance premiums and potential deductibles (including with respect to a “tail” insurance policy for directors and officers), vendor expenses, costs to resolve and streamline the Company’s subsidiaries and corporate structure and any claims arising under sale agreements for completed dispositions.

The Company is currently in various stages of marketing several wholly-owned assets for sale, though no assurances can be given that such efforts will result in additional asset sales. As of February 26, 2026, the Company had entered into agreements to sell two properties for which the buyers’ general due diligence periods had expired. These transactions are expected to close in the first quarter of 2026. In each case, closing remains subject to customary conditions, including, but not limited to, delivery of estoppel letters from tenants, the accuracy of the Company’s representations in all material respects and the absence of material casualty or condemnation events. The majority of the Company’s other wholly-owned retail properties are in various stages of contract negotiations or in the process of being marketed for sale.

The Company expects that rental income and net income will continue to decrease in future periods as compared to corresponding prior year periods as a result of significant disposition activity and declining property revenues. However, the Company’s general and administrative expenses will remain elevated prior to the termination of the Shared Services Agreement as a result of the contractual obligations and services owing to Curbline thereunder.

Transaction and Investment Highlights

Transaction and investment highlights during 2025, include the following:

• Sold 14 wholly-owned shopping centers for an aggregate sales price of $752.5 million, of which a portion of was used to repay approximately $241.3 million of mortgage debt as well as a make-whole premium of approximately $7.0 million in connection with the repayment of the mortgage loan on Nassau Park Pavilion (Princeton, New Jersey);
• Repaid the remaining $64.0 million balance in December 2025 on the cross-collateralized mortgage facility provided by affiliates of Atlas SP Partners, L.P. and Athene Annuity and Life Company Mortgage Facility in August 2024 (the “Mortgage Facility”) and
• Paid special cash dividends of $1.50, $3.25, $1.00 and $1.00 per common share on July 15, 2025, August 29, 2025, November 14, 2025 and December 30, 2025, respectively.

Operational Accomplishments

Operating highlights for 2025 included:

• Signed new leases and renewals for approximately 0.5 million square feet of GLA on a pro rata basis;
• For the comparable leases executed and renewed, achieved blended lease spreads of 1.8% at the Company’s pro rata share;
• Total portfolio average annualized base rent per occupied square foot on a pro rata basis increased to $22.61 at December 31, 2025, as compared to $19.64 at December 31, 2024, due to transactional activity and the remaining mix of properties and
• Aggregate occupancy of the Company’s operating shopping center portfolio was 85.9% at December 31, 2025 on a pro rata basis compared to 90.6% at December 31, 2024. The year-over-year decrease primarily was related to the disposition of properties during the year, the remaining mix of properties and increased vacancy at the Maxwell (Chicago, Illinois).

The comparability of year-over-year operating metrics has been increasingly impacted by the level and composition of the Company’s disposition activities and the reduced size of the Company’s portfolio.

Retail Environment

The Company continued to enter into new leases and lease renewals in 2025 with a combination of national and local retailers. Although certain retailers announced bankruptcies and/or store closures in 2025, other retailers, specifically those in the value and convenience category, continued to expand their store fleets. As a result, the Company believes that its prospects to backfill spaces vacated by bankrupt or non-renewing tenants are generally good, however, in recent years, the Company has often elected not to pursue replacement tenants for vacant space as potential buyers have often expressed a preference for acquiring properties with lease-up opportunities. The Company currently has seven movie theaters in its portfolio. Opportunities to re-tenant any vacant theater spaces that may arise may be more limited and would likely require significant capital expenditures.

Company Fundamentals

The following table lists the Company’s tenants that exceed 1.5% of the Company’s aggregate annualized shopping center base rental revenue and the respective Company-owned shopping center GLA as of December 31, 2025, for the following (1) the wholly-owned properties and the Company’s proportionate share of unconsolidated joint venture properties combined, (2) the wholly-owned properties and (3) the unconsolidated joint ventures presented at 100%:

(A) Includes Harris Teeter and Mariano’s

(B) Includes LA Fitness and Xsport Fitness

(C) Includes Gap; Old Navy and Banana Republic

(D) Includes Dick’s Sporting Goods, Going Going Gone and Golf Galaxy

The Company leased approximately 1.0 million square feet (0.5 million square feet at the Company’s share) of GLA in 2025 in its wholly-owned and joint venture portfolios, composed of 17 new leases and 64 renewals, for a total of 81 leases executed in 2025. At December 31, 2025, the Company had 65 leases expiring in 2026 (excluding ground leases) with an average base rent per square foot of $22.14 on a pro rata basis. For the comparable leases executed in 2025, at the Company’s interest, the Company generated cash leasing spreads of (17.6)% for three new leases and 2.5% for 64 renewals, or 1.8% on a blended basis. Cash leasing spreads are a key metric in real estate, representing the percentage increase of the tenant’s annual base rent in the first year of the newly executed or renewal lease, over the annual base rent applicable to the final year of the previous lease term, though leasing spreads exclude consideration of the amount of capital expended in connection with new leasing activity and exclude properties in redevelopment. The Company’s cash leasing spread calculation includes only those deals that were executed within one year of the date the prior tenant vacated, in addition to other factors that limit comparability, and as a result, is a good benchmark to compare the average annualized base rent of expiring leases with the comparable executed market rental rates.

For new leases executed during 2025, the Company expended a weighted-average cost of tenant improvements and lease commissions estimated at $6.26 per rentable square foot, on a pro rata basis, over the lease term, as compared to $6.85 per rentable square foot in 2024. The Company generally does not expend a significant amount of capital on lease renewals.

Summary—2025 Financial Results

The following provides an overview of the Company’s key financial metrics (see “Non-GAAP Financial Measures” described later in this section) (in thousands except per share amounts):

For the year ended December 31, 2025, the decrease in net income attributable to common shareholders, as compared to the prior year, was primarily the result of lower gain on disposition of real estate recognized in 2025, the net impact of property sales, lower interest income and an increase in impairment charges, partially offset by no preferred dividend expense and lower general and administrative costs, debt extinguishment costs and interest expense. The decrease in Funds from Operations (“FFO”) attributable to common shareholders was primarily the result of the impact of net property dispositions and lower interest income, partially offset by no preferred dividend expense and lower general and administrative costs, interest expense and debt extinguishment costs. The decrease in Operating FFO attributable to common shareholders generally was due to the impact of net property dispositions and lower interest income, partially offset by lower general and administrative costs and interest expense.

The following discussion of the Company’s financial condition and results of operations provides information that will assist in the understanding of the Company’s financial statements and the factors that accounted for changes in certain key items in the financial statements, as well as critical accounting estimates that affected these financial statements.

CRITICAL ACCOUNTING ESTIMATES

The consolidated financial statements of the Company include the accounts of the Company and all subsidiaries where the Company has financial or operating control. The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions in certain circumstances that affect amounts reported in the accompanying consolidated financial statements and related notes. In preparing these financial statements, management has used available information, including the Company’s history, industry standards and the current economic environment, among other factors, in forming its estimates and judgments of certain amounts included in the Company’s consolidated financial statements, giving due consideration to materiality. It is possible that the ultimate outcome as anticipated by management in formulating its estimates inherent in these financial statements might not materialize. Application of the critical accounting policies described below involves the exercise of judgment and the use of assumptions as to future uncertainties. Accordingly, actual results could differ from these estimates. In addition, other companies may use different estimates that may affect the comparability of the Company’s results of operations to those of companies in similar businesses.

Real Estate and Long-Lived Assets

Impairment Assessment and Measurement of Fair Value

An asset with impairment indicators is considered impaired when the undiscounted future cash flows are not sufficient to recover the asset’s carrying value. If an asset’s carrying value is not recoverable, an impairment loss is recognized based on the excess of the carrying amount of the asset over its fair value. Estimated fair value may be based on discounted future cash flows utilizing appropriate discount and capitalization rates, future market rental rates and, in addition to available market information, third-party appraisals, broker selling estimates or sale agreements under negotiation. The Company reviews its individual real estate assets, including undeveloped land and construction in progress, and intangibles for potential impairment indicators whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Impairment indicators are primarily related to changes in estimated hold periods and significant, prolonged decreases in projected cash flows; however, other impairment indicators could occur.

If the Company is evaluating the potential sale of an asset, the undiscounted future cash flows analysis is probability-weighted based upon management’s best estimate of the likelihood of the alternative courses of action as of the balance sheet date. Undiscounted cash flows relating to assets considered for potential sale include estimated net operating income through potential sale dates and estimates of the assets current fair value based on the best available information, which may include a direct capitalization of such net operating income, letters of intent, broker opinions of value or purchase and sale agreements under negotiation.

Impairment indicators related to significant decreases in cash flows may be caused by declines in occupancy, projected losses on potential future sales, market factors, significant changes in projected development costs or completion dates and sustainability of development projects. For certain assets, this may require us to reevaluate the hold period required to recover the asset’s carrying value based on updated undiscounted cash flow estimates and involves reconsideration of our hold period based of our ability and intent to hold the asset. The determination of anticipated undiscounted cash flows in these situations is inherently more subjective, requiring significant estimates made by management, and considers the most likely expected course of action at the balance sheet date based on current plans and intended holding periods.

The Company is required to make subjective assessments as to whether there are impairments in the value of its real estate properties and other investments. These assessments have a direct impact on the Company’s net income because recording an impairment charge results in an immediate negative adjustment to net income. If the Company’s estimates of the anticipated holding periods, projected future cash flows or market conditions change, its evaluation of the impairment charges may be different, and such differences could be material to the Company’s consolidated financial statements. Specifically, plans to hold properties over longer periods decrease the likelihood of recording impairment losses.

The fair value of real estate investments used in the Company’s impairment calculations is estimated based on the price that would be received for the sale of an asset in an orderly transaction between marketplace participants at the measurement date. Real estate assets without a public market are valued based on assumptions made and valuation techniques used by the Company. The availability of observable transaction data and inputs can make it more difficult and/or subjective to determine the fair value of such real estate assets. As a result, amounts ultimately realized by the Company from real estate assets sold may differ from the fair values presented, and the differences could be material.

The valuation of real estate assets for impairment is determined using widely accepted valuation techniques including the indicative bid, the income capitalization approach or the discounted cash flow analysis. In general, the Company utilizes a valuation technique that is based on the characteristics of the specific asset when measuring fair value of an investment. However, a single valuation technique is generally used for the Company’s property type. Fair value measurements based upon an indicative bid are developed by third-party sources (including offers and comparable sales values) and are subject to the Company’s corroboration for reasonableness. The significant assumptions used in the discounted cash flow technique are discount rates and terminal capitalization rates. The significant assumption used in the income capitalization approach is market capitalization rates. Valuation of real estate assets is calculated based on market conditions and assumptions made by management at the measurement date, which may differ materially from actual results if market conditions or the underlying assumptions change.

RESULTS OF OPERATIONS

The spin-off of Curbline Properties in October 2024 represented a strategic shift in the Company’s business and, as such, the Curbline properties are reflected in the financial results as discontinued operations for the year ended December 31, 2024. For the comparison of the Company’s 2025 performance to 2024 presented below, consolidated shopping center properties owned as of January 1, 2024 are referred to herein as the “Comparable Portfolio Properties.” The discussion of the Company’s 2024 performance compared to 2023 performance is set forth in “Results of Operations” included in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Revenues from Operations (in thousands)

(A) The following table summarizes the key components of rental income (in thousands):

(1) The changes in base and percentage rental income were due to the following (in millions):

The decrease in Comparable Portfolio Properties is due to lower occupancy, partially offset by an increase in annualized base rent per occupied square foot.

At December 31, 2025 and 2024, the Company owned eight and 22 wholly-owned properties as of each balance sheet date that had an aggregate occupancy rate of 83.7% and 90.6% and an average annualized base rent per occupied square foot of $25.99 and $19.81, respectively. The decrease in occupancy rate and increase in average annualized base rent per occupied square foot was due to a combination of transactional activity and the mix of properties sold and overall decreases in occupancy.

(2) Recoveries from tenants were approximately 65.8% and 80.4% of operating expenses and real estate taxes for the years ended December 31, 2025 and 2024, respectively. The decrease in the recovery percentage was due to a combination of transactional activity, the mix of properties sold, overall decreases in occupancy rate and the weighting of the remaining properties that have certain tenant recovery exclusions.

(3) The net amount reported was primarily attributable to the impact of tenants on the cash basis of accounting and related reserve adjustments.

(B) For the year ended December 31, 2025, Fee and Other Income included $8.4 million of other property revenues in conjunction with the resolution of the condemnation proceedings with the State of Florida relating to business damages and compensation for land taken in 2022 at the Shoppes at Paradise Pointe. Otherwise, Fee and Other Income was primarily earned from the Company’s unconsolidated joint ventures and Curbline Properties. The components of Fee and Other Income are presented in Note 1, “Summary of Significant Accounting Policies—Fee and Other Income,” to the Company’s consolidated financial statements included herein. Decreases in the number of assets under management will impact the amount of revenue recorded in future periods. The Company or its joint venture partner may also elect to terminate the DTP joint venture in connection with the Company’s strategy to monetize the value of its investment. See “— Sources and Uses of Capital” included elsewhere herein.

Expenses from Operations (in thousands)

(A) The changes were due to the following (in millions):

The decrease in depreciation for the Comparable Portfolio Properties was primarily due to the impact of certain tenant improvements and intangibles having been fully depreciated in 2024.

(B) There were $114.1 million and $66.6 million of impairment charges recorded for the years ended December 31, 2025 and 2024, respectively, triggered by changes in hold period assumptions. Impairment charges are presented in Note 10, “Impairment Charges,” to the Company’s consolidated financial statements included herein.

(C) The decrease in general and administrative expenses was primarily due to the transition of employment of several former employees to Curbline Properties and its affiliates on October 1, 2024. The Company continues to expense certain internal leasing salaries, legal salaries and related expenses associated with leasing and re-leasing of existing space.

Other Income and Expenses (in thousands)

(A) The weighted-average debt outstanding and related weighted-average interest rate are as follows:

As of December 31, 2025 the Company had no outstanding indebtedness. As of December 31, 2024, the Company’s consolidated indebtedness consisted of the Mortgage Facility and a mortgage loan encumbering Nassau Park Pavilion with an aggregate outstanding balance of $306.8 million, a weighted-average interest rate (based on contractual rates excluding amortization of debt issuance costs) of 6.9% and a weighted-average maturity (prior to exercise of applicable extension options) of 2.4 years. Interest costs capitalized in conjunction with redevelopment projects were $0.1 million and $0.6 million for the years ended December 31, 2025 and 2024, respectively.

(B) Related to excess cash as a result of sale proceeds maintained in money market accounts.

(C) In 2025, consisted of write-offs of loan costs and payments of debt extinguishment costs due to the release of sold properties from the Mortgage Facility ($3.3 million) and the mortgage loan encumbering Nassau Park Pavilion as well as a make whole premium payment ($7.0 million). In 2024, primarily related to the write-offs of loan costs and commitment fees and payment of debt extinguishment costs due to the termination of a mortgage financing commitment ($21.2 million), a revolving credit facility ($3.9 million), redemption of certain senior unsecured notes ($6.7 million), pay-off of a term loan ($0.9 million) and the release of properties from the Mortgage Facility ($10.1 million).

(D) Related to the prior year repurchase of senior unsecured notes due in 2025, 2026 and 2027 for total cash consideration, including expenses, of $87.1 million and fair value discount write-off.

(E) In 2024, derivative mark-to-market impact related to the partial hedge on the potential interest rate impact to yield maintenance premiums on outstanding senior unsecured notes. The hedge was terminated in conjunction with the redemption of certain senior unsecured notes and the Company received a cash payment of $1.3 million in 2024.

(F) Primarily consists of transaction costs for abandoned deals and the adjustment to reflect the fair value of services provided to Curbline Properties relative to the fees and fair value of services received from Curbline under the Shared Services Agreement. The increase is due to the Shared Services Agreement being in place for a full year in 2025.

Other Items (in thousands)

(A) At December 31, 2025 and 2024, the Company had an economic investment in two unconsolidated joint ventures which owned 11 shopping center properties. The termination of joint ventures and joint venture property sales could significantly impact the amount of income or loss recognized in future periods. See Note 2, “Investments in and Advances to Joint Ventures,” in the Company’s consolidated financial statements included herein.

(B) In 2024, the Company acquired its partner’s 80% interest in one asset previously owned by DDRM Properties Joint Venture (Meadowmont Village, Chapel Hill, North Carolina) for $35.4 million and stepped up its 20% interest due to change in control.

(C) The Company sold 14 and 40 wholly-owned shopping centers (excluding certain convenience parcels that were retained and later included in the spin-off of Curbline Properties on October 1, 2024) in 2025 and 2024, respectively. In addition, one land parcel was also sold in 2024. See “— Sources and Uses of Capital” included elsewhere herein.

(D) 2024 results are through the spin-off date and include $30.7 million in transactions costs related to the spin-off of Curbline Properties.

Net Income (in thousands)

The decrease in net income in 2025 attributable to SITE Centers, as compared to the prior-year period, was primarily attributable to the lower gain on disposition of real estate recognized in 2025, the net impact of property sales, lower interest income and an increase in impairment charges, partially offset by no preferred dividend expense and lower general and administrative costs, debt extinguishment costs and interest expense.

NON-GAAP FINANCIAL MEASURES

Funds from Operations and Operating Funds from Operations

Definition and Basis of Presentation

The Company believes that FFO and Operating FFO, both non-GAAP financial measures, provide additional and useful means to assess the financial performance of REITs. FFO and Operating FFO are frequently used by the real estate industry, as well as securities analysts, investors and other interested parties, to evaluate the performance of REITs. The Company also believes that FFO and Operating FFO more appropriately measure the core operations of the Company and provide benchmarks to its peer group.

FFO excludes GAAP historical cost depreciation and amortization of real estate and real estate investments, which assume that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions, and many companies use different depreciable lives and methods. Because FFO excludes depreciation and amortization unique to real estate and gains and losses from property dispositions, it can provide a performance measure that, when compared year over year, reflects the impact on operations from trends in occupancy rates, rental rates, operating costs, interest costs and acquisition, disposition and development activities. This provides a perspective of the Company’s financial performance not immediately apparent from net income determined in accordance with GAAP.

FFO is generally defined and calculated by the Company as net income (loss) (computed in accordance with GAAP), adjusted to exclude (i) preferred share dividends, (ii) gains and losses from disposition of real estate property and related investments, which are presented net of taxes, (iii) impairment charges on real estate property and related investments, (iv) gains and losses from changes in control and (v) certain non-cash items. These non-cash items principally include real property depreciation and amortization of intangibles, equity income (loss) from joint ventures and equity income (loss) from non-controlling interests and adding the Company’s proportionate share of FFO from its unconsolidated joint ventures and non-controlling interests, determined on a consistent basis. The Company’s calculation of FFO is consistent with the definition of FFO provided by NAREIT.

The Company believes that certain charges, income and gains recorded in its operating results are not comparable or reflective of its core operating performance. Operating FFO is useful to investors as the Company removes non-comparable charges, income and gains to analyze the results of its operations and assess performance of the core operating real estate portfolio. As a result, the Company also computes Operating FFO and discusses it with the users of its financial statements, in addition to other measures such as net income (loss) determined in accordance with GAAP and FFO. Operating FFO is generally defined and calculated by the Company as FFO excluding certain charges, income and gains/losses that management believes are not comparable and indicative of the results of the Company’s operating real estate portfolio. Such adjustments include write-off of preferred share original issuance costs, condemnation revenue, gains/losses on the early extinguishment of debt, certain transaction fee income, transaction costs and other restructuring type costs, including employee separation costs. The disclosure of these adjustments is regularly requested by users of the Company’s financial statements.

The adjustment for these charges, income and gains may not be comparable to how other REITs or real estate companies calculate their results of operations, and the Company’s calculation of Operating FFO differs from NAREIT’s definition of FFO. Additionally, the Company provides no assurances that these charges, income and gains are non-recurring. These charges, income and gains could be reasonably expected to recur in future results of operations.

These measures of performance are used by the Company for several business purposes and by other REITs. The Company uses FFO and/or Operating FFO in part (i) as a disclosure to improve the understanding of the Company’s operating results among the investing public, (ii) as a measure of a real estate asset company’s performance, (iii) to influence acquisition, disposition and capital investment strategies and (iv) to compare the Company’s performance to that of other publicly traded shopping center REITs.

For the reasons described above, management believes that FFO and Operating FFO provide the Company and investors with an important indicator of the Company’s operating performance. They provide recognized measures of performance other than GAAP net income, which may include non-cash items (often significant). Other real estate companies may calculate FFO and Operating FFO in a different manner.

Management recognizes the limitations of FFO and Operating FFO when compared to GAAP’s net income. FFO and Operating FFO do not represent amounts available for dividends, capital replacement or expansion, debt service obligations or other commitments and uncertainties. Management does not use FFO or Operating FFO as an indicator of the Company’s cash obligations and funding requirements for future commitments, acquisitions or development activities. Neither FFO nor Operating FFO represents cash generated from operating activities in accordance with GAAP, and neither is necessarily indicative of cash available to fund cash needs. Neither FFO nor Operating FFO should be considered an alternative to net income (computed in accordance with GAAP) or as an alternative to cash flow as a measure of liquidity. FFO and Operating FFO are simply used as additional indicators of the

Company’s operating performance. The Company believes that to further understand its performance, FFO and Operating FFO should be compared with the Company’s reported net income (loss) and considered in addition to cash flows determined in accordance with GAAP, as presented in its consolidated financial statements. Reconciliations of these measures to their most directly comparable GAAP measure of net income (loss) have been provided below.

Reconciliation Presentation

FFO and Operating FFO attributable to common shareholders were as follows (in thousands):

The decrease in FFO attributable to common shareholders for the year ended December 31, 2025, as compared to the prior-year period, was primarily attributable to the impact of net property dispositions and lower interest income, partially offset by no preferred dividend expense and lower general and administrative costs, interest expense and debt extinguishment costs. The decrease in Operating FFO attributable to common shareholders generally was due to the impact of net property dispositions and lower interest income, partially offset by lower general and administrative costs and interest expense.

The Company’s reconciliation of net income attributable to common shareholders computed in accordance with GAAP to FFO attributable to common shareholders and Operating FFO attributable to common shareholders is as follows (in thousands). The Company provides no assurances that these charges and gains are non-recurring. These charges and gains could reasonably be expected to recur in future results of operations.

(A) At both December 31, 2025 and 2024, the Company had an economic investment in unconsolidated joint ventures which owned 11 shopping center properties. These joint ventures represent the investments in which the Company recorded its share of equity in net income or loss and, accordingly, FFO and Operating FFO.

Joint ventures’ FFO and Operating FFO are summarized as follows (in thousands):

37

LIQUIDITY, CAPITAL RESOURCES AND FINANCING ACTIVITIES

The Company requires capital to fund its operating expenses, redevelopment activities and capital expenditures. The Company’s primary capital sources include cash on hand, cash flow from operations and proceeds from ongoing asset sales. The Company does not maintain a revolving credit facility and therefore plans to closely monitor and conservatively manage its liquidity and cash position as it pursues the sale of its remaining properties and returns capital to shareholders. The Company expects to maintain sufficient cash reserves with proceeds from asset sales in order to satisfy and discharge expenses projected to be incurred, and any unknown or contingency claims or obligations which might arise, during the subsequent wind-up of its operations. The Company also expects to maintain an elevated cash balance pending resolution of the DTP joint venture in order to maximize the Company’s alternatives for monetizing its joint venture investment, including through the possible exercise of the joint venture’s buy/sell provision.

At December 31, 2025, the Company had an unrestricted cash balance of $119.0 million. As of December 31, 2025, the Company anticipates that it has approximately $21.3 million to be incurred to complete redevelopment projects at properties owned by Curbline pursuant to the terms of the Separation and Distribution Agreement.

The Company had no consolidated indebtedness outstanding at December 31, 2025, as compared to $306.8 million at December 31, 2024. In addition, as of December 31, 2025, the Company’s unconsolidated joint ventures had $440.7 million of indebtedness ($106.0 million at SITE’s share).

The Company believes it has sufficient liquidity to operate its business at this time.

2025 Financing Activities

In August 2024, the Company and certain of its subsidiaries closed and funded the $530.0 million Mortgage Facility provided by affiliates of Atlas SP Partners, L.P. and Athene Annuity and Life Company. The Company used proceeds from the closing together with cash on hand from asset sales to repay all of its outstanding senior unsecured indebtedness and to capitalize Curbline. The Mortgage Facility was originally secured by 23 properties, many of which were sold during 2025, and required mortgage paydowns which were made with proceeds from the sales. In December 2025, the Company fully repaid all remaining amounts outstanding under the Mortgage Facility. While the Mortgage Facility was outstanding during 2025, the Company was in compliance with all covenants set forth in the loan agreement.

In addition, the loan secured by Nassau Park Pavilion was repaid in full when the property was sold in November 2025.

Unconsolidated Joint Ventures’ Mortgage Indebtedness – As of December 31, 2025

The outstanding indebtedness of the Company’s unconsolidated joint ventures at December 31, 2025, which would have matured in the subsequent 14-month period (i.e., through February 28, 2027), was $60.1 million or $29.9 million at the Company’s share. In January 2026, the Company sold its interest in the RVIP IIIB joint venture to its partner and no longer maintains any direct or indirect obligations with respect to this unconsolidated indebtedness.

No assurance can be provided that outstanding indebtedness of the Company’s remaining joint venture will be refinanced or repaid as currently anticipated. Any future deterioration in property-level revenues may cause the joint venture to be unable to refinance maturing obligations or satisfy applicable covenants, financial tests or debt service requirements or loan maturity extension conditions in the future, thereby allowing the mortgage lender to assume control of property cash flows, limit distributions of cash to joint venture members, declare a default, increase the interest rate or accelerate the loan’s maturity. In addition, rising interest rates or challenged transaction markets may adversely impact the ability of the Company’s remaining joint venture to sell assets at attractive prices in order to repay indebtedness.

Cash Flow Activity

The Company’s cash flow activities are summarized as follows (in thousands):

38

Changes in cash flow for the year ended December 31, 2025, compared to the prior year are as follows:

Operating Activities: Cash provided by operating activities decreased by $92.4 million primarily due to lower operating income as a result of disposition activity and a decrease in interest income, partially offset by lower transaction costs related to the spin-off of Curbline Properties and lower general and administrative and interest expense.

Investing Activities: Cash from investing activities decreased by $1,138.5 million primarily due to the following:

• Decrease in real estate assets acquired, developed and improved of $270.7 million;
• Decrease in proceeds from disposition of real estate and joint ventures of $1,408.6 million and
• Decrease in distributions and repayment of advances from unconsolidated joint venture of $1.6 million.

Financing Activities: Cash used for financing activities decreased by $1,787.5 million primarily due to the following:

• Decreases in repayment of the Company’s term loan, the Mortgage Facility and mortgage debt of $242.1 million;
• Decrease in payments of debt issuance costs and Curbline loan costs of $16.9 million;
• Increase in dividends paid in 2025 of $227.7 million due to special dividends;
• Decrease in proceeds from the Mortgage Facility of $530.0 million;
• Decrease in the repayment of certain of the Company’s senior unsecured notes of $1,305.9 million;
• Redemption of Class A Preferred Shares in 2024 of $175.0 million and
• Contribution of unrestricted cash to Curbline in 2024 of $800.0 million.

Dividend Distribution

The Company satisfied its REIT requirement of distributing at least 90% of ordinary taxable income with declared special cash dividends of $355.7 million ($6.75 per share) in 2025, as compared to $64.4 million of cash dividends declared in 2024 (in addition to the value of the distribution of Curbline Properties common stock). Because actual distributions were greater than 100% of taxable income, the Company does not expect to incur federal income taxes in 2025.

The decision to declare and pay future dividends on the Company’s common shares, as well as the timing, amount and composition of any such future dividends, will be at the discretion of the Company’s Board of Directors. The Company does not currently expect to make regular quarterly dividend payments in the future. The Company expects that the frequency and timing of future dividends will be influenced by operations and sales of its remaining assets, though the Company plans to closely monitor and conservatively manage its cash position in order to maintain sufficient cash reserves to satisfy and discharge expenses projected to be incurred, and any unknown or contingency claims or obligations which might arise, during the subsequent wind-up of its operations. The Company also expects to maintain an elevated cash balance pending resolution of the DTP joint venture in order to maximize the Company’s alternatives for monetizing its joint venture investment, including through the possible exercise of the joint venture’s buy/sell provision.

The Company currently operates in a manner that allows it to qualify as a REIT and generally not be subject to U.S. federal income tax. U.S. federal income tax law generally requires that a REIT distribute annually to holders of its capital stock at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pay tax at regular corporate rates to the extent that it annually distributes less than 100% of its REIT taxable income. The Company may elect to surrender its REIT status in connection with the sale of its remaining assets and the anticipated wind-up of its operations in the event the Company determines that the anticipated benefits to the Company and its shareholders of maintaining REIT qualification do not exceed the related compliance costs or if the nature of the Company’s remaining operations makes compliance with REIT requirements impracticable.

SITE Centers’ Equity

In 2022, the Company’s Board of Directors authorized a common share repurchase program. Under the terms of the program, the Company is authorized to repurchase up to a maximum value of $100 million of its common shares. As of December 31, 2025, the Company had repurchased an aggregate of 0.5 million of its common shares under this program at an aggregate cost of $26.6 million, or $53.76 per share.

SOURCES AND USES OF CAPITAL

The Company remains committed to maintaining sufficient liquidity in order to fund its operating expenses, capital expenditures and expenses and liabilities to be incurred during the wind-up of its operations. The Company’s primary capital sources include cash on hand, cash flow from operations and proceeds from sales of its remaining wholly-owned properties and monetization of its investment in the DTP joint venture. The Company does not maintain a revolving credit facility and therefore plans to closely monitor and conservatively manage its cash position and expects to maintain an elevated cash balance pending resolution of the DTP joint venture in order to maximize the Company’s alternatives for monetizing its joint venture investment, including through the possible exercise of the joint venture’s buy/sell provision.

Future Sales of Wholly-Owned Properties

The Company intends to pursue the marketing and sale of its remaining wholly-owned properties. The timing of asset sales may be impacted by general economic conditions, local conditions in the markets in which our remaining properties are situated and other property-specific considerations. As of February 26, 2026, the Company had entered into agreements to sell two properties for which the buyers’ general due diligence periods had expired. These transactions are expected to close in the first quarter of 2026. In each case, closing remains subject to customary conditions, including, but not limited to, delivery of estoppel letters from tenants, the accuracy of the Company’s representations in all material respects and the absence of material casualty or condemnation events. The majority of the Company’s other wholly-owned retail properties are in various stages of contract negotiation or in the process of being marketed for sale.

DTP Joint Venture

Since 2018, the Company and certain Chinese institutional investors (collectively, the “Co-Investor” and, together with the Company, the “Limited Partners”) have owned 20% and 80% limited partnership interests, respectively, in Dividend Trust Portfolio JV LP (the “DTP Joint Venture” or the “joint venture”). The joint venture owns all of the outstanding common shares of Dividend Trust REIT Subsidiary, a Maryland REIT (the “REIT Subsidiary”), which as of December 31, 2025, owned ten shopping centers located in the United States, aggregating approximately 3.4 million square feet of GLA. The Company serves as the general partner of the joint venture and is responsible for its day-to-day management subject to the requirement to obtain the Co-Investor’s approval for certain major decisions, including but not limited to property acquisitions and dispositions, new financings, debt repayments, annual budgets, entering into or amending major leases, distributions and calls for additional capital contributions. The joint venture agreement provides the Co-Investor with the ability to remove the Company as general partner and certain indemnification rights in the event the Company breaches certain of its obligations under the joint venture agreement, including the obligation to maintain the qualification of the REIT Subsidiary.

The term of the joint venture expires on April 10, 2029, subject to automatic extension in the event the joint venture’s mortgage loan has not been repaid in full prior to that date, or voluntarily extension by the mutual agreement of both Limited Partners. Available cash from operations is generally distributed to the Limited Partners quarterly based on their limited partner interests, subject to a preferred return to the general partner in the event the Co-Investor has achieved a certain after-tax rate of return. Fees payable by the joint venture to the general partner consist of a corporate services fee and a property management fee aggregating $4.5 million per year, subject to ratable reduction in the event of any property sales (based on the percentage of joint venture net operating income derived from the sold properties). Subject to limited exceptions, no partner may sell or transfer its interest in the joint venture without the consent of the other partners.

Either Limited Partner may cause the sale of the REIT Subsidiary (but not of any individual joint venture properties) subject to first providing the other Limited Partner the right to purchase the REIT Subsidiary at a price proposed by the initiating Limited Partner. In the event the non-initiating Limited Partner does not elect to purchase the REIT Subsidiary at the proposed price, the initiating Limited Partner may engage a broker to market and sell the REIT Subsidiary within 180 days at a cash price of not less than 97% of the price originally proposed by the initiating Limited Partner. Either Limited Partner may also initiate a buy-sell mechanism pursuant to which it provides the non-initiating Limited Partner the option to purchase the initiating Limited Partner’s interest in the joint venture or sell the non-initiating Limited Partner’s interest based on a value for the joint venture set by the initiating Limited Partner.

As of December 31, 2025, the joint venture’s properties were encumbered by a mortgage loan in the aggregate principal amount of approximately $380.6 million which matures on January 11, 2029. The fixed blended interest rate applicable to the loan’s individual tranches is 6.38% per annum, subject to an increase of 5.0% per annum following the occurrence of any default. The loan is structured as an interest-only loan throughout its duration. The principal amount of the loan may be prepaid in whole or in part at any time subject to the joint venture’s payment of a spread maintenance premium equal to the greater of 1% of the amount prepaid and the present value of the monthly interest payments that would have been payable on the prepaid amount through July 2028 assuming an interest rate per annum equal to the difference between the loan’s contractual interest rate and the then applicable yield maintenance treasury rate. So long as no default then exists and subject to other customary release provisions (including delivery of “REMIC” tax and legal opinions and satisfaction of certain rating agency and debt yield requirements), the joint venture may cause the lender to release individual properties from the loan’s collateral pool by prepaying 125% of the initial loan amount allocated to the released properties plus the applicable spread maintenance premium. All rents received from joint venture properties are deposited into a cash management account to which the joint venture has full access absent certain trigger events (including defaults, failure to satisfy certain debt yield requirements and key tenant bankruptcy events).

2025 Transactions Activity

Acquisitions

During 2025, the Company acquired one land parcel from Curbline in Chapel Hill, North Carolina for a gross purchase price of $1.8 million in order to facilitate the future disposition of Meadowmont Market located adjacent thereto.

Dispositions

During 2025, the Company sold the following wholly-owned shopping centers (in thousands):

(A) Includes Southmont Plaza (Easton, PA), East Hanover Plaza (East Hanover, NJ) and Stow Community Center (Stow, OH).

2024 Transactions Activity

Acquisitions

During 2024, the Company acquired 14 convenience centers for an aggregate gross purchase price of $219.2 million, all of which were included in the spin-off of Curbline.

In addition, the Company acquired the following shopping centers (in thousands) for the benefit of its consolidated shopping center portfolio:

(A) Acquired the fee interest in a land parcel at this center.

(B) Acquired from the DDRM Properties Joint Venture.

Dispositions

During 2024, the Company sold the following wholly-owned shopping centers (in thousands):

(A) GLA excludes some square footage relating to convenience parcels retained by the Company at the time of the sale and subsequently included in the spin-off of Curbline Properties.

Joint Venture Dispositions

In May 2024, the Company acquired one asset owned by the DDRM Properties Joint Venture (Meadowmont Village, Chapel Hill, North Carolina) for $44.2 million ($8.8 million at the Company’s share) which included a convenience parcel subsequently included in the Curbline Properties spin-off. In June 2024, the DDRM Properties Joint Venture sold one asset (Hilltop Plaza, Richmond, California) for $36.5 million, of which the Company’s share was $7.3 million. There are no remaining assets in this joint venture.

Equity Transactions

In the fourth quarter of 2024, the Company redeemed all of its Class A Preferred Shares at a redemption price of $500.00 per Class A Preferred Share (or $25.00 per depositary share) plus accrued and unpaid dividends of $3.6302 per Class A Preferred Share (or $0.1815 per depositary share). The Company recorded a charge of $6.2 million to net income attributable to common shareholders, which represents the difference between the redemption price and the carrying amount immediately prior to redemption, which was recorded to additional paid-in capital upon original issuance.

Redevelopment Projects

At December 31, 2025, the Company had approximately $2.6 million in construction in progress in various active re-tenanting projects. At December 31, 2025, the estimated cost to complete redevelopment projects at properties owned by Curbline pursuant to the terms of the Separation and Distribution Agreement was approximately $21.3 million.

CAPITALIZATION

At December 31, 2025, the Company’s capitalization consisted of $336.8 million of market equity (calculated as common shares outstanding multiplied by $6.42, the closing price of the Company’s common shares on the New York Stock Exchange (the “NYSE”) at December 31, 2025).

We expect that the NYSE would commence the de-listing of the Company’s common shares from the exchange if (i) the average closing price of the Company’s common shares were to fall below $1.00 per share over a 30-consecutive-day trading period, (ii) the Company’s average market capitalization were to fall below $15 million over a 30‑consecutive-day trading period or (iii) the Company were to lose or terminate its REIT qualification (unless the resulting entity qualifies for an original listing as a corporation). The NYSE also has certain discretionary authority to de-list the Company’s common shares on an involuntary basis. The Company expects to voluntarily de-list its common shares from the NYSE as future distributions cause its stock price to approach levels that would trigger involuntary de-listing. If the Company’s common shares are de-listed, shareholders may have difficulty trading their common shares on the secondary market. De-listing would also eliminate the requirement that the Company’s Board of Directors be composed of a majority of independent directors.

In connection with the spin-off of Curbline, the Company used proceeds from the Mortgage Facility together with proceeds from asset sales to repay all of the Company’s outstanding unsecured indebtedness and therefore no longer maintains a revolving line of credit or an investment grade rating. The Company may not be able to obtain financing on favorable terms, or at all, and therefore conservatively manages its cash balances and proceeds from asset sales in order to maintain the capital needed to fund its operations.

CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS

Other Guaranties

In conjunction with the redevelopment and re-tenanting of various shopping centers, the Company had entered into commitments with general contractors aggregating approximately $0.6 million for its properties (excluding Curbline redevelopment noted below) as of December 31, 2025. These obligations, composed principally of construction contracts, are generally due within 12 to 24 months, as the related construction costs are incurred, and are expected to be financed through cash on hand, operating cash flows or asset sales. These contracts typically can be changed or terminated without penalty.

Additionally, the Separation and Distribution Agreement contains obligations to complete certain redevelopment projects at properties that are owned by Curbline. As of December 31, 2025, such redevelopment projects were estimated to cost $21.3 million to complete.

The Company routinely enters into contracts for the maintenance of its properties. These contracts typically can be canceled upon 30 to 60 days’ notice without penalty. At December 31, 2025, the Company had purchase order obligations, typically payable within one year, aggregating approximately $0.1 million related to the maintenance of its properties and general and administrative expenses.

At December 31, 2025, the Company had letters of credit outstanding of $5.0 million. The Company has not recorded any obligations associated with these letters of credit, the majority of which serve as collateral to secure the Company’s obligation to third-party insurers with respect to limited reinsurance provided by the Company’s captive insurance company.

The Company is a party to employment contracts with its Chief Financial Officer and its General Counsel. These contracts generally provide for base salary, bonuses based on factors including the performance of the Company and the executive, participation in the Company’s retirement plans, health and welfare benefits and reimbursement of various qualified business expenses. These employment agreements have indefinite terms subject to termination by either the Company or the executive without cause upon at least 90 days’ notice and the payment of severance and other amounts to the executive under certain circumstances. The Company is not a party to employment contracts with its Chief Executive Officer or Chief Investment Officer whose services are provided to the Company by Curbline Properties pursuant to the terms of the Shared Services Agreement. The term of the Shared Services Agreement expires on October 1, 2027, subject to earlier termination by the Company or Curbline Properties as provided therein (and the Company’s payment of a termination fee to Curbline Properties under certain circumstances).

ECONOMIC CONDITIONS

The Company continues to experience retailer demand which it believes is attributable to the location of many of the Company’s properties in communities experiencing population growth, limited new construction of competing retail properties and tenants’ continuing use of physical store locations to improve the speed and efficiency of merchandise distribution.

The Company benefits from a diversified tenant base, where only four tenants’ annualized base rent equals or exceeds 3% of the Company’s annualized base rent plus the Company’s proportionate share of unconsolidated joint venture annualized base rent. Other significant national tenants generally have relatively strong financial positions, have outperformed other retail categories over time and the Company believes remain well-capitalized. Historically, these national tenants have provided a stable revenue base, and the Company believes that they will continue to provide a stable revenue base going forward, given the long-term nature of these leases. The majority of the tenants in the Company’s shopping centers provide day-to-day consumer necessities with a focus on value and convenience, versus discretionary items, which the Company believes will enable many of its tenants to outperform under a variety of economic conditions. The Company has relatively little reliance on overage or percentage rents generated by tenant sales performance.

The threat of increasing inflation, changing interest rates, uncertainty over tariff policy, concerns over consumer confidence and the volatility of global capital markets pose risks to the U.S. economy, retail sales, and the Company’s tenants. In addition to these macroeconomic challenges, the retail sector has been affected by changing consumer behaviors, including the competitive nature of the retail business and the competition for the share of the consumer wallet. The Company routinely monitors the credit profiles of its tenants and analyzes the possible impact of any potential tenant credit issues on the financial statements of the Company and its unconsolidated joint ventures. In some cases, changing conditions have resulted in weaker retailers and retail categories losing market share and declaring bankruptcy and/or closing stores. However, other retailers, specifically those in the value and convenience category, continue to launch new concepts and expand their store fleets in communities with attractive demographics. As a result, the Company believes that its prospects (and the prospects of purchasers of it properties) to backfill spaces vacated by non-renewing or bankrupt tenants are generally good, though such re-tenanting efforts would likely require additional capital expenditures and the opportunities to lease any vacant theater spaces may be more limited. However, there can be no assurance that vacancy resulting from increasingly uncertain economic conditions will not adversely affect the Company’s operating results or the valuation of its properties. (see Item 1A. Risk Factors).

FORWARD-LOOKING STATEMENTS

MD&A should be read in conjunction with the Company’s consolidated financial statements and the notes thereto appearing elsewhere in this report. Historical results and percentage relationships set forth in the Company’s consolidated financial statements, including trends that might appear, should not be taken as indicative of future operations. The Company considers portions of this information to be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act, both as amended, with respect to the Company’s expectations for future periods. Forward-looking statements include, without limitation, statements relating to future capital expenditures, financing sources, dispositions, the resolution of joint ventures, distributions to shareholders, and the Company’s wind-up strategy and costs and expenses relating thereto. Although the Company believes that the expectations reflected in these forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. For this purpose, any statements contained herein that are not statements of historical fact should be deemed to be forward-looking statements. Without limiting the foregoing, the words “will,” “believes,” “anticipates,” “plans,” “expects,” “seeks,” “estimates” and similar expressions are intended to identify forward-looking statements. Readers should exercise caution in interpreting and relying on forward-looking statements because such statements involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond the Company’s control and that could cause actual results to differ materially from those expressed or implied in the forward-looking statements and that could materially affect the Company’s actual results, performance or achievements. For additional factors that could cause the results of the Company to differ materially from those indicated in the forward-looking statements (see Item 1A. Risk Factors).

Factors that could cause actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, the following:

• The Company may fail to dispose of its remaining properties on favorable terms or at all, especially in areas experiencing deteriorating economic conditions. Real estate investments can be illiquid and buyers may experience increased costs of financing or difficulties obtaining financing;
• The Company may have difficulty realizing value from its DTP joint venture on account of its limited control over the joint venture and contractual restrictions set forth in the joint venture agreement;
• Changes in interest rates, a downturn in the economy or disruptions in the financial markets could adversely affect the market price of the Company’s common shares, the valuation of its portfolio, its ability to sell properties and the prices realized therefor, as well as its performance and cash flow;
• The Company may be unable to accurately project costs and expenses relating to its disposition and wind-up strategy and may encounter exposure to unexpected claims, liabilities or costs in connection therewith;
• The Company may encounter loss of key personnel or disruptions in its property management or accounting functions in connection with the decreasing size of its operations;
• The Company is subject to general risks affecting the real estate industry, including the need to enter into new leases or renew leases on favorable terms to generate rental revenues, and any economic downturn may adversely affect the ability of the Company’s tenants, or new tenants, to enter into new leases or the ability of the Company’s existing tenants to renew their leases at rates at least as favorable as their current rates;
• The Company could be adversely affected by changes in the local markets where its properties are located, as well as by adverse changes in national economic and market conditions;
• The Company may fail to anticipate the effects on its properties of changes in consumer buying practices, including sales over the internet and the resulting retailing practices and space needs of its tenants, or a general downturn in its tenants’ businesses, which may cause tenants to close stores or default in payment of rent;
• The Company is subject to competition for tenants from other owners of retail properties, and its tenants are subject to competition from other retailers and methods of distribution. The Company is dependent upon the successful operations and financial condition of its tenants, in particular its major tenants, and could be adversely affected by the bankruptcy of those tenants;
• The Company may require greater time and financial resources to complete redevelopment projects (including construction obligations owing to Curbline Properties under the Shared Services Agreement) as a result of various factors, many of which are beyond the Company’s control, resulting in increased construction costs;
• The Company does not maintain a revolving credit facility or investment grade rating and may encounter difficulties in obtaining financing on reasonable terms, or at all, to operate its business;
• Inflationary pressures could result in reductions in retailer profitability, consumer discretionary spending and tenant demand to lease space. Inflation could also increase the costs incurred by the Company to operate its properties and finance its operations and could adversely impact the valuation of its properties, all of which could have an adverse effect on the market price of the Company’s common shares;
• The Company may be unable to satisfy or comply with complex regulations related to its status as a REIT, including as a result of recent disposition activity and changes to the Company’s asset portfolio;
• The Company must make distributions to shareholders to continue to qualify as a REIT, and if the Company must borrow funds to make distributions, those borrowings may not be available on favorable terms or at all;
• Any de-listing of the Company’s common shares from the NYSE could adversely impact shareholders’ ability to sell shares when desired and the price obtained therefor;
• The Company’s decision to dispose of real estate assets could result in material impairment losses and adversely affect the Company’s financial results;
• The outcome of pending or future litigation, including litigation with tenants or joint venture partners, may adversely affect the Company’s results of operations and financial condition;
• Property damage, expenses related thereto and other business and economic consequences (including the potential loss of revenue) resulting from extreme weather conditions or natural disasters in locations where the Company owns properties may adversely affect the Company’s results of operations, its financial condition and its ability to dispose of impacted properties;
• Sufficiency and timing of any insurance recovery payments related to damages and lost revenues from extreme weather conditions or natural disasters may adversely affect the Company’s results of operations and financial condition;
• The Company may incur liability for injuries to persons, property or the environment occurring on or near its properties and such losses may be uninsured or exceed policy coverage;
• The Company and its tenants could be negatively affected by the impacts of pandemics and other public health crises;
• The Company could be subject to potential liabilities, increased costs, reputation harm and other adverse effects on the Company’s business due to stakeholders’, including regulators’, views regarding the Company’s environmental, social and governance initiatives and disclosures or lack thereof, and the impact of factors outside of the Company’s control on such initiatives and disclosures;
• The Company could incur additional expenses to comply with or respond to claims under the Americans with Disabilities Act or otherwise be adversely affected by changes in government regulations, including changes in environmental, zoning, tax and other regulations;
• The Company’s Board of Directors, which regularly reviews the Company’s business strategy and objectives, may change the Company’s strategic plan based on a variety of factors and conditions, including in response to changing market conditions;
• The Company may be negatively impacted by any change in the Company’s relationship with Curbline Properties and the Company may be unable to retain qualified leadership and adequately manage its business in the event the Shared Services Agreement is terminated;
• Potential conflicts of interest with Curbline Properties and
• The Company and its vendors could sustain a disruption, failure or breach of their respective networks and systems, including as a result of cyber-attacks, including those that leverage artificial intelligence, which could disrupt the Company’s business operations, compromise the confidentiality of sensitive information and result in fines or penalties.

The Company’s primary market risk exposure is interest rate risk. At December 31, 2025, the Company had no outstanding consolidated debt. At December 31, 2024, the Company’s debt, excluding unconsolidated joint venture debt and the impact of the reclassification from accumulated other comprehensive income to interest expense related to the terminated interest rate swap, is summarized as follows:

The Company’s unconsolidated joint ventures’ indebtedness at its carrying value is summarized as follows:

An estimate of the effect of a 100 basis-point increase at December 31, 2025 and 2024, is summarized as follows (in millions):

The Company has not entered, and does not plan to enter, into any derivative financial instruments for trading or speculative purposes. As of December 31, 2025, the Company had no other material exposure to market risk.

Disclosure Controls and Procedures

The Company’s management, with the participation of the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), conducted an evaluation, pursuant to Exchange Act Rules 13a-15(b) and 15d-15(b), of the effectiveness of the Company’s disclosure controls and procedures. Based on their evaluation as required, the CEO and CFO have concluded that the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) were effective as of December 31, 2025, to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and were effective as of December 31, 2025, to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its CEO and CFO, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13a-15(f) or 15d-15(f). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of its internal control over financial reporting based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based on those criteria, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm as stated in their report which appears herein and is incorporated in this Item 9A by reference thereto.

Changes in Internal Control over Financial Reporting

During the three months ended December 31, 2025, there were no changes in the Company’s internal control over financial reporting that materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.