SITE Centers Corp

Summary of Significant Accounting Policies

Nature of Business

SITE Centers Corp. and its related consolidated real estate subsidiaries (collectively, the “Company” or “SITE Centers”) and unconsolidated joint ventures are primarily engaged in the business of owning, leasing, acquiring, 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. The Company’s tenant base includes a mixture of national and regional retail chains and local tenants. Consequently, the Company’s credit risk is primarily concentrated in the retail industry. At December 31, 2024, the Company owned 33 shopping centers (including 11 shopping centers owned through unconsolidated joint ventures) totaling 8.8 million square feet of GLA through all its properties (wholly-owned and joint venture).

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 effected 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 in the consolidated financial statements for all periods presented.

As of October 1, 2024, the Curbline portfolio consisted of 79 convenience properties, including properties that were carved out of existing shopping centers owned by SITE Centers. The Company’s process of allocating the land value to these properties was to conclude, on the acquisition date, the fair value per square foot of convenience land with the residual value allocated to the existing shopping center which was validated with market comparisons. The Company’s process of allocating the building value at these convenience property, as compared to the shopping center, was based on annualized base rent as of the date of acquisition or based on specific identification of costs for ground up developments as of the date placed in service. The Company’s process of allocating mortgage indebtedness and interest expense for these properties was based on the percentage of total assets at acquisition date or refinancing. The mortgages related to the carved out assets were repaid during the years ended December 31, 2022 and 2021.

Amounts relating to the number of properties, joint ventures’ interests and GLA are unaudited.

Use of Estimates in Preparation of Financial Statements

The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the year. Actual results could differ from those estimates.

Principles of Consolidation

The consolidated financial statements include the results of the Company and all entities in which the Company has a controlling interest or has been determined to be the primary beneficiary of a variable interest entity. All significant inter-company balances and transactions have been eliminated in consolidation. Investments in real estate joint ventures in which the Company has the ability to exercise significant influence, but does not have financial or operating control, are accounted for using the equity method of accounting. Accordingly, the Company’s share of the earnings (or loss) of these joint ventures is included in consolidated net income (loss).

Statements of Cash Flows and Supplemental Disclosure of Non-Cash Investing and Financing Information

Non-cash investing and financing activities are summarized as follows (in millions):

Real Estate

Real estate assets, which include construction in progress and undeveloped land, are stated at cost less accumulated depreciation. Depreciation and amortization is recorded on a straight-line basis over the estimated useful lives of the assets as follows:

The Company periodically assesses the useful lives of its depreciable real estate assets and accounts for any revisions, which are not material for the periods presented, prospectively. Expenditures for maintenance and repairs are charged to operations as incurred. Significant expenditures that improve or extend the life of the asset are capitalized.

Construction in Progress and Land includes undeveloped land, as well as construction in progress related to shopping center developments and expansions. The Company capitalized certain direct costs (salaries and related personnel) and incremental internal construction costs of $3.0 million, $3.2 million and $4.0 million in 2024, 2023 and 2022, respectively.

Purchase Price Accounting

The Company’s acquisitions were accounted for as asset acquisitions, and the Company capitalized the acquisition costs incurred. Upon acquisition of properties, the Company estimates the fair value of acquired tangible assets, consisting of land, building and improvements and intangibles, generally including above- and below-market leases and in-place leases. The Company allocates the purchase price to assets acquired and liabilities assumed on a gross basis based on their relative fair values at the date of acquisition.

The fair value of land of an acquired property considers the value of land as if the site was unimproved based on comparable market transactions. The fair value of the building is determined as if it were vacant by applying a capitalization rate to property net operating income based upon market leasing assumptions. Above- and below-market lease values are calculated based on the present value (using a discount rate that reflects the risks associated with the leases acquired) of the difference between contractual rents and estimated market rents, measured over a period equal to the remaining term of the lease for above-market leases and the remaining term plus the estimated term of any below-market, renewal options for below-market leases. The capitalized above- and below-market lease values are amortized to base rental revenue over the related lease term plus fixed-rate renewal options, as appropriate. The value of acquired in-place leases is recorded based on the present value of the estimated gross monthly market rental rate for each individual lease multiplied by the estimated period of time it would take to lease the space to a new tenant. Such amounts are amortized to expense over the remaining initial lease term.

Real Estate Impairment Assessment

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. 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, intended holding periods, estimated down-time, market rent assumptions, terminal capitalization rates and other available market information.

The Company recorded aggregate impairment charges of $66.6 million and $2.5 million, related to consolidated real estate investments, during the years ended December 31, 2024 and 2022, respectively(Note 11).

Disposition of Real Estate and Real Estate Investments

Sales of non-financial assets, such as real estate, are recognized when control of the asset transfers to the buyer, which will occur when the buyer has the ability to direct the use of, or obtain substantially all of the remaining benefits from, the asset. This generally occurs when the transaction closes and consideration is exchanged for control of the asset.

For the years ended December 31, 2024, 2023 and 2022, the Company received gross proceeds of $2,245.1 million, $854.5 million and $213.6 million, respectively, from the sale of 40 wholly-owned shopping centers andone land parcel,17 andfive wholly-owned shopping centers and various outparcels, respectively, resulting in gain on dispositions of $633.2 million, $218.7 million and $46.6 million, respectively.

A discontinued operation includes only the disposal of a component of an entity and represents a strategic shift that has (or will have) a major effect on an entity’s financial results. The disposition of the Company’s individual properties did not qualify for discontinued operations presentation, and thus, the results of the properties that have been sold remain in income from continuing operations, and any associated gains or losses from the disposition are included in Gain on Disposition of Real Estate.

Real Estate Held for Sale

The Company generally considers assets to be held for sale when management believes that a sale is probable within a year. This generally occurs when a sales contract is executed with no substantive contingencies and the prospective buyer has significant funds at risk. Assets that are classified as held for sale are recorded at the lower of their carrying amount or fair value, less cost to sell. The Company evaluated its property portfolio and did not identify any properties that would meet the above-mentioned criteria for held for sale as of December 31, 2024 and 2023. At October 1, 2024, the 79 properties included in the Curbline spin-off were considered held for sale and no impairment was recorded.

Interest and Real Estate Taxes

Interest and real estate taxes incurred relating to the construction and redevelopment of shopping centers are capitalized and depreciated over the estimated useful life of the building. This includes interest incurred on funds invested in or advanced to unconsolidated joint ventures with qualifying development activities. The Company will cease the capitalization of these costs when construction activities are substantially completed and the property is available for occupancy by tenants. If the Company suspends substantially all activities related to development of a qualifying asset, the Company will cease capitalization of interest and taxes until activities are resumed.

Interest paid during the years ended December 31, 2024, 2023 and 2022 aggregated $60.3 million, $76.3 million and $71.3 million, respectively, of which $0.6 million, $1.2 million and $1.1 million, respectively, was capitalized.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company maintains cash deposits with major financial institutions, which from time to time may exceed federally insured limits. The Company periodically assesses the financial condition of these institutions and believes that the risk of loss is minimal.

Restricted Cash

Restricted cash represents amounts on deposit with financial institutions primarily for debt service payments, real estate taxes, capital improvements, rent escrows and operating reserves as required pursuant to the respective loan agreement or asset sale agreements. In 2023, included in restricted cash was cash generated from asset sale proceeds that is available to fund future qualifying acquisitions as part of a forward like-kind exchange transaction. For purposes of the Company’s consolidated statements of cash flows, changes in restricted cash are aggregated with cash and cash equivalents.

Accounts Receivable

The Company makes estimates of the collectability of its accounts receivable related to base rents, including straight-line rentals, expense reimbursements and other revenue or income. Rental income has been reduced for amounts the Company believes are not probable of being collected. The Company analyzes tenant credit worthiness, as well as current economic and tenant-specific sector trends when evaluating the probability of collection of accounts receivable. In evaluating tenant credit worthiness, the Company’s assessment may include a review of payment history, tenant sales performance and financial position. For larger national tenants, the Company also evaluates projected liquidity, as well as the tenant’s access to capital and the overall health of the particular sector. In addition, with respect to tenants in bankruptcy, the Company makes estimates of the expected recovery of pre-petition and post-petition claims in assessing the probability of collection of the related receivable. The time to resolve these claims may exceed one year. These estimates have a direct impact on the Company’s earnings because once the amount is not considered probable of being collected, earnings are reduced by a corresponding amount until the receivable is collected, if at all. See discussion below under Revenue Recognition regarding cash-basis tenants.

Accounts receivable, excluding straight-line rents receivable, do not include estimated amounts not probable of being collected (including contract disputes) of $0.8 million and $0.5 million at December 31, 2024 and 2023, respectively. Accounts receivable are generally expected to be collected within one year. At December 31, 2024 and 2023, straight-line rents receivable (including fixed common area maintenance, or “CAM”), net of a provision for uncollectible amounts of $0.5 million and $1.4 million, respectively, aggregated $7.9 million and $21.2 million, respectively.

Investments in and Advances to Joint Ventures

To the extent that the Company’s cost basis in an unconsolidated joint venture is different from the basis reflected at the joint venture level, the basis difference is amortized over the life of the related assets and included in the Company’s share of equity in net income (loss) of the joint venture and, if the related asset is sold, the basis difference is written off. Periodically, management assesses whether there are any indicators that the value of the Company’s investments in unconsolidated joint ventures may be impaired. An investment is impaired only if the Company’s estimate of the fair value of the investment is less than the carrying value of the investment and such difference is deemed to be other than temporary. Investment impairment charges create a basis difference between the Company’s share of accumulated equity as compared to the investment balance of the respective unconsolidated joint venture. The Company allocates the aggregate impairment charge to each of the respective properties owned by the joint venture on a relative fair value basis and amortizes this basis differential as an adjustment to the equity in net income (loss) recorded by the Company over the estimated remaining useful lives of the underlying assets.

Deferred Charges

External costs and fees incurred in obtaining indebtedness are included in the Company’s consolidated balance sheets as a direct deduction from the related debt liability. Debt issuance costs related to the Company’s revolving credit facility were classified as an asset on the consolidated balance sheets until the facility was terminated as these costs are, at the outset, not associated with an outstanding borrowing. The aggregate costs are amortized over the terms of the related debt agreements. Such amortization is reflected in Interest Expense in the Company’s consolidated statements of operations.

Effect of Reverse Stock Split on Presentation

On August 16, 2024, in anticipation of the spin-off of Curbline Properties, the Company effected a reverse stock split of its outstanding common shares at a ratio of one-for-four. Additionally, equitable adjustments were made to outstanding equity compensation awards on account of the dilutive impact of the October 2024 spin-off of Curbline Properties. All share and per share data included in these consolidated financial statements give retroactive effect to the reverse stock split for all periods presented.

Treasury Shares

The Company’s share repurchases are reflected as treasury shares utilizing the cost method of accounting and are presented as a reduction to consolidated shareholders’ equity. Reissuance of the Company’s treasury shares at an amount below cost is recorded as a charge to paid-in capital due to the Company’s cumulative distributions in excess of net income. As part of the reverse stock split in

August 2024,1.2 million treasury shares were cancelled having a cost basis of $64.0 million resulting in a corresponding decrease in additional paid in capital, outstanding shares and par value.

Revenue Recognition

For the real estate industry, leasing transactions are not within the scope of the revenue standard. A majority of the Company’s tenant-related revenue is recognized pursuant to lease agreements and is governed by the leasing guidance. Lease commission revenue is generally recognized in its entirety upon lease execution.

Rental Income

Rental Income on the Company’s consolidated statements of operations includes contractual lease payments that generally consist of the following:

•

Fixed-lease payments, which include fixed payments associated with expense reimbursements from tenants for common area maintenance, taxes and insurance from tenants in shopping centers and are recognized on a straight-line basis over the non-cancelable term of the lease, which generally ranges fromone month to 15 years, and include the effects of applicable rent steps and abatements.

•

Variable lease payments, which include percentage and overage income, recognized after a tenant’s reported sales have exceeded the applicable sales breakpoint set forth in the applicable lease.

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Variable lease payments associated with expense reimbursements from tenants for common area maintenance, taxes, insurance and other property operating expenses, based upon the tenant’s lease provisions, which are recognized in the period the related expenses are incurred.

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Lease termination payments, which are recognized upon the effective termination of a tenant’s lease when the Company has no further obligations under the lease.

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Ancillary and other property-related rental payments, primarily composed of leasing vacant space to temporary tenants, kiosk income, and parking income, which are recognized in the period earned.

For those tenants where the Company is unable to assert that collection of amounts due over the lease term is probable, regardless if the Company has entered into a deferral agreement to extend the payment terms, the Company has categorized these tenants on the cash basis of accounting. As a result, all existing accounts receivable relating to these tenants have been reserved in full, including straight-line rental income, and no rental income is recognized from such tenants once they have been placed on the cash basis of accounting until payments are received. The Company will remove the cash basis designation and resume recording rental income from such tenants on a straight-line basis at such time it believes collection from the tenants is probable based upon a demonstrated payment history, improved liquidity, the addition of credit-worthy guarantors or a recapitalization event.

Revenues from Contracts with Customers

The Company’s revenues from contracts with customers generally relate to asset and property management fees, leasing commissions and development fees. These revenues are derived from the Company’s management agreements with unconsolidated joint ventures, and in the case of unconsolidated joint ventures, are recognized to the extent attributable to the unaffiliated ownership in the unconsolidated joint venture to which it relates. Termination rights under these contracts vary by contract but generally include termination for cause by either party, or generally due to sale of the property.

Asset and Property Management Fees

Asset and property management services include property maintenance, tenant coordination, accounting and financial services. Asset and property management services represent a series of distinct daily services. Accordingly, the Company satisfies the performance obligation as services are rendered over time.

The Company is compensated for property management services through a monthly management fee, which is typically earned based on a specified percentage of the monthly rental receipts generated from the property under management. The Company is compensated for asset management services through a fee that is billed to the customer monthly and recognized as revenue monthly as the services are rendered, based on a percentage of aggregate asset value or capital contributions for assets under management at the end of the quarter.

Property Leasing

The Company provides strategic advice and execution to third parties, including certain joint ventures, in connection with the leasing of retail space. Pursuant to the respective joint venture agreements, the Company may be compensated for services in the form of a commission. The commission is paid upon the occurrence of certain contractual events that may be contingent. For example, a portion of the commission may be paid upon execution of the lease by the tenant, with the remaining paid upon occurrence of another future contingent event (e.g., payment of first month’s rent or tenant move-in). The Company typically satisfies its performance obligation at a point in time when control is transferred, generally at the time of the first contractual event where there is a present right to payment. The Company looks to history, experience with a customer and deal-specific considerations to support its judgment that the second contingency will be met. Therefore, the Company typically accelerates the recognition of revenue associated with the second contingent event (if any) to the point in time when control of its service is transferred.

Fees from RVI

Through mid-2022 and prior to the sale of the last remaining asset, pursuant to management agreements with Retail Value Inc. (“RVI”), the Company provided RVI with day-to-day management, subject to supervision and certain discretionary limits and authorities granted by the RVI board of directors. RVI does not have any employees.

Fees from Curbline

On October 1, 2024, the Company, Curbline and the Operating Partnership also entered into a Shared Services Agreement (the “Shared Services Agreement”) for certain business services to be provided by the Company to the Operating Partnership and by the Operating Partnership to the Company. The Operating Partnership will pay 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 isno 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’sthree-year term (or $12.0 million in the event the Company terminates the agreement for convenience on its second anniversary). For additional information regarding the Shared Services Agreement (Note 13).

Fee and Other Income

Revenue from contracts with customers and other property-related income is recognized in the period earned as follows (in thousands):

Leases

The Company’s accounting policies include the following:

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As a lessee — short-term lease exception for certain of the Company’s office leases;

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As a lessor — to include operating lease liabilities in the asset group and include the associated operating lease payments in the undiscounted cash flows when considering recoverability of a long-lived asset group and

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As a lessor — to exclude from lease payments taxes assessed by a governmental authority that are both imposed on and concurrent with lease revenue-producing activity and collected by the lessor from the lessee (e.g., sales tax).

Right of use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not include an implicit rate, the Company used its incremental borrowing rate based on the information available at the commencement date of the standard in determining the present value of lease payments. For each lease, the Company utilized a market-based approach to estimate the incremental borrowing rate (“IBR”), which required significant judgment. The Company estimated base IBRs based on an analysis of (i) yields on the Company’s outstanding public debt, as well as that of comparable companies, (ii) observable mortgage rates and (iii) unlevered property yields and discount rates. The Company applied adjustments to the base IBRs to account for full collateralization and lease term. Operating lease ROU assets also include any lease payments made. The Company has options to extend certain of the ground and office leases; however, these options were not considered as part of the lease term when calculating the lease liability, as they were not reasonably certain to be exercised. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

General and Administrative Expenses

General and administrative expenses include certain internal leasing and legal salaries and related expenses associated with the re-leasing of existing space, which are charged to operations as incurred.

Equity-Based Plans

Compensation cost relating to stock-based payment transactions classified as equity is recognized in the financial statements based upon the grant date fair value and forfeitures are recognized in the period in which they occur. Stock-based compensation cost recognized by the Company was $6.3 million, $7.1 million and $6.8 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Income Taxes

The Company has made an election to qualify, and believes it is operating so as to qualify, as a real estate investment trust (“REIT”) for federal income tax purposes. Accordingly, the Company generally will not be subject to federal income tax, provided that it makes distributions to its shareholders equal to at least the amount of its REIT taxable income as defined under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), and continues to satisfy certain other requirements.

In connection with the REIT Modernization Act, the Company is permitted to participate in certain activities and still maintain its qualification as a REIT, so long as these activities are conducted in entities that elect to be treated as taxable REIT subsidiaries (a “TRS”) under the Code. As such, the Company is subject to federal and state income taxes on the income from any such activities.

In the normal course of business, the Company or one or more of its subsidiaries is subject to examination by federal, state and local tax jurisdictions, as well as certain jurisdictions outside the United States, in which it operates, where applicable. The Company expects to recognize interest and penalties related to uncertain tax positions, if any, as income tax expense. For the three years ended December 31, 2024, the Company recognized no material adjustments regarding its tax accounting treatment for uncertain tax provisions. As of December 31, 2024, the tax years that remain subject to examination by the major tax jurisdictions under applicable statutes of limitations are generally the year 2021 and forward.

Deferred Tax Assets

The Company accounts for income taxes related to any TRS under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the income statement in the period that includes the enactment date.

The Company records net deferred tax assets to the extent it believes it is more likely than not that these assets will be realized. A valuation allowance is recorded against the deferred tax assets when the Company determines that an uncertainty exists regarding their realization, which would eliminate the benefit of deferred tax assets or increase the provision for income taxes. In making such determination, the Company considers all available positive and negative evidence, including forecasts of future taxable income, the reversal of other existing temporary differences, available net operating loss carryforwards, tax planning strategies and recent results of operations. Several of these considerations require assumptions and significant judgment about the forecasts of future taxable income and must be consistent with the plans and estimates that the Company is utilizing to manage its business. As a result, to the extent facts and circumstances change, an assessment of the need for a valuation allowance should be made.

Segments

The Company adopted Accounting Standards Update (“ASU”) 2023-07, which enhances segment disclosure requirements for entities required to report segment information in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280, Segment Reporting. The Company has a single operating segment. The Company’s shopping centers have common characteristics and are managed on a consolidated basis. The Company does not differentiate among properties on a geographical basis, or any other basis for purposes of allocating resources or capital. The Company’s Chief Operating Decision Maker (“CODM”) may review operational and financial data on an ad-hoc basis at a property level.

The Company’s CODM is the chief executive officer. The CODM assesses performance for the segment and decides how to allocate resources based on net income as reported on the Company’s consolidated statements of operations. In addition, the CODM uses net operating income (“NOI”) as a supplemental measure to evaluate and assess the performance of the Company’s operating portfolio. NOI is defined as property revenues less property-related expenses and excludes depreciation and amortization expense, joint venture equity and fee income, interest income and expenses and corporate level transactions. The CODM uses net income and NOI to monitor budget versus actual results in assessing the performance of the Company’s properties to guide decisions regarding timing of property sales and payment of dividends. The CODM reviews significant expenses associated with the Company’s single reportable operating segment which are presented in the Company’s consolidated statements of operations. The measure of segment assets is reported in the Company’s consolidated balance sheets as total consolidated assets.

Derivative and Hedging Activities

The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and

qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that is attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risks, even if hedge accounting does not apply or the Company elects not to apply hedge accounting.

Fair Value Hierarchy

The standard Fair Value Measurements specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (observable inputs). The following summarizes the fair value hierarchy:

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

Recently Issued Accounting Standards

Income Taxes. In December 2023, the FASB issued ASU 2023-09, which enhances income tax disclosure requirements in accordance with ASC 740, Income Taxes. The amendments in this update are effective for annual reporting periods beginning after December 15, 2024. The Company will review the extent of new disclosure necessary prior to implementation. Other than additional disclosure, the adoption of this ASU is not expected to have a material impact on the Company’s financial position and/or result of operations.

Expense Disaggregation Disclosures. In November 2024, the FASB issued ASU 2024-03, which requires additional disaggregated disclosure about certain income statement expense line items. ASU 2024-03 is effective for annual reporting years beginning after December 15, 2026 and interim periods within the fiscal years beginning after December 15, 2027. Other than additional disclosure, the adoption of this ASU is not expected to have a material impact on the Company's financial position and/or results of operations.

In 2024, the Company acquired a land parcel and 16 shopping centers for an aggregate purchase price of $237.9 million in Arizona, California, Colorado, Florida, Georgia, Illinois, North Carolina, Ohio, Tennessee and Texas. All acquisitions, excepttwo shopping centers and the land parcel, were included in the Curbline spin-off and are included in discontinued operations (Note 12).

In 2023, the Company acquired 12 convenience centers for an aggregate purchase price of $165.1 million in Arizona, Colorado, Florida, Georgia, Maryland, North Carolina, Texas and Virginia. All of these convenience centers are included in the discontinued operations (Note 12).

The fair value of the acquisitions not considered discontinued operations was allocated as follows (in thousands):

(A)

Depreciated in accordance with the Company’s policy (Note 1).

Included in the Company’s consolidated statements of operations are $1.3 million, none and $3.5 million in total revenues from the date of acquisition through December 31, 2024, 2023 and 2022, respectively, for properties acquired during each of the respective years.

Investments in and Advances to Joint Ventures

The Company’s equity method joint ventures, which are included in Investments in and Advances to Joint Ventures in the Company’s consolidated balance sheets at December 31, 2024, are as follows:

Condensed combined financial information of the Company’s unconsolidated joint venture investments is as follows (in thousands):

(A)

The difference between the Company’s share of net income, as reported above, and the amounts included in the Company’s consolidated statements of operations is attributable to the amortization of basis differentials, the recognition of deferred gains and differences in gain (loss) on sale of certain assets recognized due to the basis differentials.

Revenues earned by the Company related to all of the Company’s unconsolidated joint ventures are as follows (in millions):

The Company’s joint venture agreements generally include provisions whereby each partner has the right to trigger a purchase or sale of its interest in the joint venture or to initiate a purchase or sale of the properties after a certain number of years or if either party is in default of the joint venture agreements. The Company is not obligated to purchase the interests of its outside joint venture partners under these provisions.

Disposition of Joint Venture Assets

In addition to the transactions below, the Company’s joint ventures soldone, five and 16 shopping centers and land parcels for an aggregate sales price of $36.5 million, $112.2 million and $439.2 million, respectively, of which the Company’s share of the gain on sale was $0.3 million, $6.7 million and $27.0 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Disposition of Joint Venture Interests

In 2024, the Company acquired its joint venture partner’s 80% equity interest inone asset owned by the DDRM Joint Venture (Meadowmont Village, Chapel Hill, North Carolina) for $44.2 million (including the convenience shopping centers included in the Curbline Properties spin-off) and stepped up the previous 20% interest due to change in control. The transaction resulted in Gain on Change in Control of Interests of $2.7 million (Note 2). There are no remaining assets in this joint venture.

In 2022, the Company acquired its joint venture partner’s 80% equity interest inone asset owned by the DDRM Joint Venture (Casselberry Commons, Casselberry, Florida) for $35.6 million (including the portion included in the Curbline Properties spin-off) and stepped up the previous 20% interest due to change in control. The transaction resulted in Gain on Change in Control of Interests of $3.3 million.

In 2022, the Company sold its 20% interest in the SAU Joint Venture to its partner based on a gross asset value of $155.7 million (at 100%). In addition, the Company sold its 50% interest in Lennox Town Center to its partner based on a gross asset value of $77.0 million (at 100%). These transactions resulted in Gain on Sale of Interests of $42.2 million.

In 2021, one of the Company’s unconsolidated joint ventures sold its sole asset, which was a parcel of undeveloped land in Richmond Hill, Ontario. In 2023, the income tax contingencies were resolved and the Company recorded a Gain on Sale and Change in Control of Interests of $3.7 million. Subsequent to the transaction, the Company has no other investments outside the United States.

All transactions with the Company’s equity affiliates are described above.

Other Assets and Intangibles, net

Other assets and intangibles consist of the following (in thousands):

(A)

Operating lease ROU assets are discussed further in Note 5.

(B)

Includes $1.2 million related to a below-market lease option for the Company’s Beachwood headquarters included in the Separation and Distribution Agreement with Curbline Properties.

(A)

Fees related to a commitment obtained in October 2023 for a $1.1 billion mortgage facility to be secured by an originally identified group of 40 properties (the “Mortgage Commitment”). The fees paid to date related to the Mortgage Commitment were recorded as a deferred fee as the facility had not closed and therefore no amounts had been drawn. The Company terminated the Mortgage Commitment in August 2024 when it closed a separate $530.0 million mortgage financing on different terms (Note 6). At termination, when it became probable that the Mortgage Commitment would not be drawn upon, the remaining fees were expensed. For the year ended December 31, 2024, the Company wrote-off $21.2 million of fees relating to the Mortgage Commitment to Debt extinguishment costs on the Company’s consolidated statements of operations.

(B)

Included cash flow hedge and derivative on unsecured notes (Note 6).

Amortization expense related to the Company’s intangibles was as follows (in millions):

Estimated net future amortization associated with the Company’s intangibles is as follows (in millions):

Leases

Lessee

The Company is engaged in the operation of shopping centers that are either owned or, with respect to certain shopping centers, operated under long-term ground leases that expire at various dates through 2068. The Company also leases office space in the ordinary course of business under lease agreements that expire at various dates through 2030. Certain of the lease agreements include variable payments for reimbursement of common area expenses. The Company determines if an arrangement is a lease at inception.

Operating lease ROU assets and operating lease liabilities are included in the Company’s consolidated balance sheets as follows (in thousands):

Operating lease expenses, including straight-line expense, included in Operating and Maintenance Expense for the Company’s ground leases and General and Administrative expense for its office leases are as follows (in thousands):

(A)

Includes short-term leases and variable lease costs, which are immaterial.

Supplemental balance sheet information related to operating leases was as follows:

As determined under Topic 842, maturities of lease liabilities were as follows for the years ended December 31, (in thousands):

Lessor

Space in the Company’s shopping centers is leased to tenants pursuant to agreements that provide for terms generally ranging fromone month to 15 years and for rents which, in some cases, are subject to upward adjustments based on operating expense levels, sales volume or contractual increases as defined in the lease agreements.

The Shared Services Agreement includes Curbline’s right to use the Company’s office space in New York. This arrangement is considered an embedded lease based on the criteria specified in Topic 842. The sublease income received under the Shared Services Agreement (Note 13) is included in Rental Income on the Company’s consolidated statements of operations.

The disaggregation of the Company’s lease income, which is included in Rental Income on the Company’s consolidated statements of operations, as either fixed or variable lease income based on the criteria specified in ASC 842, for the years ended December 31, 2024, 2023 and 2022, was as follows (in thousands):

(A)

Includes minimum base rents, expense reimbursements, ancillary income and straight-line rent adjustments.

(B)

Includes expense reimbursements, percentage and overage rent, lease termination fee income and ancillary income.

(C)

The amounts represent adjustments associated with potentially uncollectible revenues and disputed amounts.

The scheduled future minimum rental income from rental properties under the terms of all non-cancelable tenant leases (including those on the cash basis), assuming no new or renegotiated leases or option extensions, as determined under Topic 842 for such premises for the years ending December 31, were as follows (in thousands):

Indebtedness

The following table discloses certain information regarding the Company’s unsecured and secured indebtedness (in thousands):

(A)

The interest rates reflected above for the Senior Notes represented the range of the coupon rate of the notes outstanding. The interest rate on variable-rate debt was calculated using the base rate and spread effective December 31, 2024.

(B)

Effective interest rates ranged from 3.8% to 4.8% as of December 31, 2023.

(C)

Reflected the utilization of a swap, which capped the variable-rate (SOFR) interest rate at 2.75%, plus a 10-basis point credit spread adjustment plus the applicable margin (0.95% at December 31,2023), which was based on the Company’s long-term unsecured debt rating.

Senior Notes

In August 2024, the Company used cash on hand and proceeds from the Mortgage Facility, discussed below, to repay all of its outstanding senior unsecured indebtedness, including redeeming its senior unsecured notes due in 2025, 2026 and 2027 (the “Senior Notes”) and recorded Debt extinguishment costs of $6.7 million which included a make-whole amount of $4.1 million related to the redemption of its Senior Notes due in 2027. The make-whole premium was partially offset by $1.3 million of cash received upon the termination of the swaption which is recorded in (Loss) gain on derivative instruments (Note 7).

During the year, the Company repurchased $88.3 million aggregate principal amount of its outstanding Senior Notes at a discount to par. In connection with these purchases, the Company recorded a net Gain on debt retirement of $1.0 million.

Term Loan

In August 2024, the Company repaid in full all outstanding amounts under the Third Amended and Restated Term Loan Agreement, dated as of June 6, 2022 (the “Term Loan Agreement”), by and among the Company, Wells Fargo National Bank, as administrative agent, and the lenders from time to time party thereto. At the time of the repayment, the principal amount outstanding under the Term Loan Agreement was $200.0 million and the Company recorded Debt extinguishment costs of $0.9 million. The Company received $6.8 million of cash related to an interest rate swap that was also terminated in connection with the repayment of the Term Loan Agreement (Note 7).

Revolving Credit Facility

There wereno revolving loans outstanding under the Revolving Credit Facility as of December 31, 2023. On August 15, 2024, the Company repaid in full all outstanding amounts under its unsecured revolving credit facility with a syndicate of financial institutions and JPMorgan Chase Bank, N.A., as administrative agent (the “Revolving Credit Facility”). Simultaneously with such repayment, the Company permanently terminated the lenders’ commitments under the Revolving Credit Facility in accordance with the terms thereof. At the time of termination of the lenders’ commitments, there were no revolving loans outstanding under the Revolving Credit Facility. The Company was required to comply with certain covenants under the Revolving Credit Facility relating tototal outstanding indebtedness, secured indebtedness, value of unencumbered real estate assets and fixed charge coverage. The Company was in compliance with these financial covenants through the termination date. In conjunction with the termination, the Company recorded $3.9 million in Debt extinguishment costs in the year ended December 31, 2024.

Mortgage Facility

On August 7, 2024, the Company closed and funded a $530.0 million mortgage loan (the “Mortgage Facility”) provided by affiliates of Atlas SP Partners, L.P. and Athene Annuity and Life Company (collectively, the “Lenders”). In connection with the Mortgage Facility’s closing, the Company terminated the Mortgage Commitment.

In connection with the Mortgage Facility’s closing, certain wholly-owned subsidiaries of the Company (collectively, the “Borrowers”) delivered certain promissory notes (collectively, the “Notes”) evidencing their obligation to pay the principal, interest and other amounts under the Mortgage Facility. The Notes are secured by, among other things, mortgages encumbering the Borrowers’ respective properties (a total of 23 properties at closing) (collectively, the “Properties”), and related personal property, leases and rents.

The Mortgage Facility will mature on September 6, 2026, subject to two one-year extensions at the Borrowers’ option (subject to satisfaction of certain conditions). The interest rate applicable to the Notes is equal to 30-day term Secured Overnight Financing Rate (“SOFR”) (subject to a rate index floor of 3.50%) plus a spread of 2.75% per annum. During the continuance of an event of default, the contract rate of interest on the Notes will increase to the lesser of (i)the maximum rate allowed by law or (ii)4% above the interest rate then otherwise applicable.

The Mortgage Facility is structured as an interest only loan throughout the initial term and any exercised extension periods. The principal amount outstanding under the Mortgage Facility may be prepaid in whole or in part by the Borrowers at any time without penalty, provided that prepayments made prior to the first anniversary of the closing date in excess of 35% of the initial principal amount of the Mortgage Facility will be subject to Borrowers’ payment of a spread maintenance premium equal to 2.75% per annum based on the number of days remaining prior to the first anniversary of the closing date. So long as no default then exists and subject to other customary release conditions, the Borrowers may cause the Lenders to release Properties from the Mortgage Facility in connection with their sale by paying 115% of the initial loan amount allocated to such Property (plus the spread maintenance premium, if applicable) provided that after giving effect to such release, the debt yield of the remaining Properties is equal to or greater than (i) the debt yield on the Mortgage Facility’s closing date and (ii) the debt yield in effect immediately prior to such release.

All rents received from the Properties will be deposited into lockbox accounts in the name of the Borrowers for the benefit of and controlled by the Lenders. So long as no Trigger Period (as defined below) is continuing, Borrowers shall have control over all funds in such lockbox accounts. During a Trigger Period, substantially all amounts in the lockbox accounts will be remitted to a cash management account controlled by the Lenders on a daily basis and will be used by the Lenders to fund monthly debt service, real estate taxes, insurance, required reserves, other amounts owing to the Lenders and other property-level operating costs, with all remaining amounts to be held by the Lenders as additional collateral for the Mortgage Facility. A “Trigger Period” commences (i) upon the occurrence of any event of default under the Mortgage Facility (and ends upon the cure or waiver of the event of default); (ii) when the debt yield falls below 10.5% (and ends when the debt yield exceeds 10.5% for one calendar quarter); or (iii) upon any bankruptcy action with respect to any Borrower or manager of a Property that has not been discharged within 60 days of filing.

Throughout the term of the Mortgage Facility, the Company is required to maintain (i) a net worth of not less than 15% of the then outstanding principal amount of the loan (but in no event less than $100.0 million) and (ii) minimum liquid assets of not less than 5% of the then outstanding principal amount of the loan (but in no event less than $15.0 million). The Company was in compliance with these financial covenants at December 31, 2024.

As of December 31, 2024, the outstanding principal balance of the Mortgage Facility was $206.9 million and 13 properties continued to serve as collateral for the Mortgage Facility. In conjunction with the release of 10 Properties from the Mortgage Facility in connection with the dispositions occurring subsequent to the closing date, the Company recorded Debt extinguishment costs of $10.1 million in the year ended December 31, 2024.

Scheduled Principal Repayments

The scheduled principal repayments of the secured indebtedness, excluding extension options, as of December 31, 2024, were as follows (in thousands):

Total gross facility and administrative fees paid by the Company for its revolving credit facilities and term loans in 2024, 2023 and 2022 aggregated $1.3 million, $2.1 million and $2.2 million, respectively. The Company does not pay ongoing fees with respect to its secured indebtedness.

Financial Instruments and Fair Value Measurements

The following methods and assumptions were used by the Company in estimating fair value disclosures of financial instruments.

Cash and Cash Equivalents, Restricted Cash, Accounts Receivable, Accounts Payable and Other Liabilities

The carrying amounts reported in the Company’s consolidated balance sheets for these financial instruments approximated fair value because of their short-term maturities.

Other Fair Value Instruments

See discussion of fair value considerations of joint venture investments in Note 1.

Debt

The following methods and assumptions were used by the Company in estimating fair value disclosures of debt. The fair market value of senior notes was determined using a pricing model to approximate the trading price of the Company’s public debt. The fair market value for all other debt is estimated using a discounted cash flow technique that incorporates future contractual interest and principal payments and a market interest yield curve with adjustments for duration, optionality and risk profile, including the Company’s non-performance risk and loan to value. The Company’s Senior Notes were, and all other debt is, classified as Level 2 and Level 3, respectively, in the fair value hierarchy. Considerable judgment is necessary to develop estimated fair values of financial instruments. Accordingly, the estimates presented are not necessarily indicative of the amounts the Company could realize on disposition of the financial instruments.

Carrying values that are different from estimated fair values are summarized as follows (in thousands):

Items Measured on Fair Value on a Recurring Basis

The Company maintained a swap agreement (included in Other Assets) measured at a fair value on a recurring basis of $11.1 million at December 31, 2023. In August 2024, the swap agreement was terminated. The estimated fair value was determined using the market standard methodology of netting the discounted fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of interest rates (forward curves) derived from observable market interest rate curves. In addition, credit valuation adjustments, which consider the impact of any credit enhancements to the contract, are incorporated in the fair value to account for potential non-performance risk, including the Company’s own non-performance risk and the respective counterparty’s non-performance risk. The valuation techniques used by the Company to determine such fair value fell within Level 2 of the fair value hierarchy.

Cash Flow Hedges of Interest Rate Risk

The Company may use swaps and caps as part of its interest rate risk management strategy. The swaps designated as cash flow hedges involved the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

Prior to the termination and repayment of amounts outstanding under the Term Loan Agreement (Note 6) on August 15, 2024, the Company had one effective swap with a notional amount of $200.0 million, expiring in June 2027, which converted the variable-rate SOFR component of the interest rate applicable to its term loan to a fixed rate of 2.75%. In August of 2024, in conjunction with the repayment of the Term Loan Agreement (Note 6), the swap was terminated and re-designated to convert the variable-rate SOFR component of the interest rate applicable to $200.0 million of the loan outstanding under the new Mortgage Facility to a fixed rate of 2.75%. At the time of termination, the Company received a cash payment of $6.8 million and the fair value of the derivative remaining in Accumulated Other Comprehensive Income was $6.4 million. This amount will be subsequently reclassified into interest expense in the period that the hedged forecasted transaction is probable of affecting earnings (Note 10).

All components of the swap were included in the assessment of hedge effectiveness. The Company expects to reflect within the next 12 months, a decrease to interest expense (and a corresponding increase to earnings) of approximately $2.2 million.

Derivative – Unsecured Notes

In 2023, the Company entered into swaption agreements with a notional amount aggregating $450.0 million to partially hedge the impact of changes in benchmark interest rates on potential yield maintenance premiums applicable to the redemption of its Senior Notes due in 2027. The swaptions did not qualify for hedge accounting. As a result, these derivative instruments were recorded in the Company’s consolidated balance sheets at fair market value, with changes in value recorded through earnings as of each balance sheet date until exercise or expiration. In August 2024, the swaption agreements were terminated and the Company received a cash payment of $1.3 million. The Company reported a non-cash loss of $5.5 million and a non-cash gain of $2.1 million related to the valuation adjustments associated with these instruments for the years ended December 31, 2024 and 2023, which is recorded in (Loss) gain on derivative instruments on the Company’s consolidated statement of operations, respectively.

Commitments and Contingencies

Legal Matters

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.

Commitments and Guaranties

In conjunction with the redevelopment of various shopping centers, the Company had entered into commitments with general contractors aggregating approximately $0.4 million for its properties (excluding Curbline redevelopment noted below) as of December 31, 2024. 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 assets sales. These contracts typically can be changed or terminated without penalty.

In connection with the sale oftwo properties in 2024, the Company guaranteed additional construction costs to complete re-tenanting work at the properties and deferred maintenance, all of which were recorded as a liability. As of December 31, 2024, the Company had a liability of approximately $7.2 million. The amount is recorded in accounts payable and other liabilities on the Company’s consolidated balance sheet.

Additionally, the Separation and Distribution Agreement contains obligations to complete certain redevelopment projects at properties that are owned by Curbline. At the time of the spin-off, such redevelopment projects were estimated to cost$33.7 million to complete. At December 31, 2024 the remaining estimated cost to complete the redevelopment projects was $32.9 million.

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, 2024, the Company had purchase order obligations, typically payable within one year, aggregating approximately $0.3 million related to the maintenance of its properties and general and administrative expenses.

At December 31, 2024, the Company had letters of credit outstanding of $9.2 million. The Company has not recorded any obligation 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.

Preferred Shares, Common Shares and Common Shares in Treasury and Non-Controlling Interests

Preferred Shares

In 2024, the Company redeemed all $175.0 million aggregate liquidation preference of its 6.375% Class A Cumulative Redeemable Preferred Shares (the “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.

The Company’s authorized preferred shares consist of the following:

•

750,000 of each: Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class I, Class J and Class K Cumulative Redeemable Preferred Shares, without par value

•

750,000 Non-Cumulative Preferred Shares, without par value

•

2,000,000 Cumulative Voting Preferred Shares, without par value

Common Share Dividends

The Company’s aggregate cash dividends declared in 2024 represent $0.52 per common share for each of the first and second quarters prior to the completion of the spin-off of Curbline. The aggregate cash dividends declared in 2023 of $2.72 per common share included a special cash dividend of $0.64 per common share attributable to significant dispositions activity consummated in 2023, which was paid on January 12, 2024.

On the spin-off date of October 1, 2024, 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 of September 23, 2024. Each Curbline share was valued at $22.29, representing a total stock dividend of $44.58 per common share.

Common Shares in Treasury

The Company’s Board of Directors authorized a common share repurchase program. Under the terms of the program, the Company is authorized to purchase up to a maximum value of $100.0 million of its common shares. In 2023 and late December 2022, the Company repurchased 0.4 million and 0.1 million common shares, respectively, in open market transactions at an aggregate cost of $20.0 million and $6.6 million, respectively, all of which settled in 2023 at an aggregate weighted-average price of $53.76 per share. The foregoing information regarding share repurchases is adjusted to reflect theone-for-four reverse split of the Company’s common shares in August 2024. As part of the reverse stock split in August 2024,1.2 million treasury shares with a cost basis of $64.0 million were cancelled resulting in a corresponding decrease in additional paid in capital, outstanding shares and par value.

Non-Controlling Interests

In 2023, the Company redeemed all of is outstanding operating partnership units (“OP Units”) for cash at an aggregate cost of $1.7 million. The gain on the transaction was reflected as Additional Paid-in Capital in the Company’s consolidated statements of equity. In 2022, the Company paid $1.4 million in earnouts, related to the prior acquisition of its partner’s interest in Paradise Village Gateway (Phoenix, Arizona) which are reflected as Additional Paid-in Capital in the Company’s consolidated statements of equity.

Other Comprehensive Income

The changes in Accumulated Other Comprehensive Income by component are as follows (in thousands):

(A)

Classified in Interest Expense in the Company’s consolidated statements of operations.

(B)

Includes derivative financial instruments entered into by the Company(Note 7) and an unconsolidated joint venture.

Impairment Charges

The Company recorded impairment charges based on the difference between the carrying value of the three properties and their estimated fair market values totaling $138.2 million for the year ended December 31, 2024 and $7.0 million for the year ended December 31, 2022. In 2024, the impairment charges recorded were triggered by a change in the hold period assumptions and these properties were subsequently sold in 2024. In 2022, the impairment charge was recorded as a result of a tenant exercising a $7.0 million fixed-price purchase option on their building pursuant to the lease agreement. This asset was sold in the fourth quarter of 2022.

The following table presents information about the fair value of real estate that was impaired, and therefore, measured on a fair value basis, along with the related impairment charge. The table also indicates the fair value hierarchy of the valuation techniques used by the Company to determine such fair value (in millions).

The following table presents quantitative information about the significant unobservable inputs used by the Company to determine the fair value (in millions, except per square foot):

(A) Fair value measurements based upon an indicative bid and developed by third-party sources (including offers and comparable sales values), subject to the Company’s corroboration for reasonableness. The Company does not have access to certain unobservable inputs used by these third parties to determine these estimated fair values.

For the impairment charge recorded in the year ended December 31, 2022, the valuation techniques and unobservable inputs used by the Company to determine fair value measurements were based upon an indicative bid and developed by third-party sources (including offers and comparable sales values), subject to the Company’s corroboration for reasonableness. The Company does not have access to certain unobservable inputs used by these third parties to determine these estimated fair values. Assets where the Company identified an impairment charge, were generally sold within one year of the period in which the impairment charge was recorded.

12. Discontinued Operations

On October 1, 2024, the Company completed the spin-off of 79 convenience properties to Curbline, a separate publicly-traded company. The spin-off of the convenience properties represented a strategic shift in the Company’s business and, as such, the Curbline properties are reflected as discontinued operations for all periods presented. The following table presents the assets and liabilities associated with the Curbline properties (in thousands):

The operating results related to the Curbline properties were as follows (in thousands):

(1)Through September 30, 2024.

The following table summarizes non-cash flow data related to discontinued operations (in thousands):

For the years ended December 31, 2024, 2023 and 2022, capital expenditures included in discontinued operations were $234.7 million, $187.6 million and $323.5 million, respectively.

13. Transactions with Curbline Properties

On October 1, 2024, the Company completed the spin-off of Curbline Properties. To govern certain ongoing relationships between the Company, the Operating Partnership and Curbline Properties after the distribution, and to provide for the allocation among the Company, the Operating Partnership and Curbline Properties of the Company's assets, liabilities and obligations attributable to periods both prior to and following the separation of Curbline Properties and the Operating Partnership from SITE Centers, the Company, Curbline Properties and the Operating Partnership entered into agreements pursuant to which each provides certain services and has certain rights following the distribution, and Curbline Properties, the Operating Partnership and SITE Centers indemnify each other against certain liabilities arising from their respective businesses. The Separation and Distribution Agreement, the Tax Matters Agreement, the Employee Matters Agreement, the Shared Services Agreement and other agreements governing ongoing relationships were negotiated between related parties and their terms, including fees and other amounts payable, may not be the same as if they had been negotiated at arm’s length with an unaffiliated third party.

Separation and Distribution Agreement

The Company, Curbline Properties, and the Operating Partnership entered into the Separation and Distribution Agreement, which sets forth, among other things, the Company’s agreements with Curbline Properties and the Operating Partnership regarding the principal transactions necessary to separate Curbline Properties and the Operating Partnership from SITE Centers, including providing for the allocation among the Company, Curbline Properties and the Operating Partnership of the Company’s assets, liabilities and obligations attributable to periods both prior to and following the separation of Curbline Properties and the Operating Partnership from SITE Centers. Furthermore, the Separation and Distribution Agreement governs the rights and obligations among the Company, Curbline Properties and the Operating Partnership regarding the distribution both prior to and following the completion of the separation.

The Separation and Distribution Agreement contains obligations for the Company to complete certain redevelopment projects at properties that are owned by Curbline Properties. As of December 31, 2024, such redevelopment projects were estimated to cost $32.9 million to complete which is recorded in Amounts payable to Curbline in the Company’s consolidated balance sheets.

Tax Matters Agreement

The Company entered into a tax matters agreement, or the Tax Matters Agreement, with Curbline Properties and the Operating Partnership that governs the respective rights, responsibilities and obligations of the Company, Curbline Properties and the Operating Partnership with respect to various tax matters. Pursuant to the Tax Matters Agreement, (i) the Company (a) represented that, commencing with its taxable year ending in December 31, 1993 through its taxable year ending on December 31, 2023, the Company was organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code of 1986, or the Code and (b) covenanted to qualify as a REIT under the Code for its taxable year ending December 31, 2024 (unless the Company obtains an opinion from a nationally recognized tax counsel or a private letter ruling from the U.S. Internal Revenue Service, or IRS, to the effect that the Company’ failure to maintain its REIT status will not cause Curbline Properties to fail to qualify as a REIT) and (ii) Curbline Properties covenanted to (a) be organized and operated so that it will qualify as a REIT for its initial taxable year ending December 31, 2024 and (b) elected to be taxed as a REIT commencing with its initial taxable year ending December 31, 2024.

Employee Matters Agreement

In connection with the separation and distribution, the Company entered into an employee matters agreement, or the Employee Matters Agreement, with Curbline Properties and the Operating Partnership that governs the respective rights, responsibilities, and obligations of the Company, Curbline Properties and the Operating Partnership after the separation with respect to transitioning employees, equity plans and retirement plans, health and welfare benefits, and other employment, compensation, and benefit-related matters. The Employee Matters Agreement also generally provides that the Company and Curbline is each responsible for the employment and compensation of its own employees and for the costs associated with providing its employee’s health and welfare benefits and retirement and other compensation plans.

Shared Services Agreement

The Shared Services Agreement provides that, subject to the supervision of the Company’s Board of Directors and executives, Curbline and 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.

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 the Company’s assets, offices and other 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 Properties. 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 agreement also provides Curbline Properties an option to lease a portion of the Company’s Beachwood headquarters which is exercisable until the earlier of the three-year anniversary of the agreement or certain terminations of the agreement as noted below. The fair value of the services provided to Curbline Properties, which was in excess of the fees received by and the fair value of the services received by the Company, is reflected as $0.5 million of additional fee income within Fee and Other Incomeand $0.5 million of expense within Transaction Costs and Other Expense, in the Company’s consolidated statements of operations for the year ended December 31, 2024.

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 in arrears no later than the tenth calendar day of each month based upon Curbline Properties’ Gross Revenue for the prior month. There isno 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’sthree-year term (or $12.0 million in the event the Company terminates the agreement for convenience on its second anniversary).

Other

Curbline Properties owns two properties subject to ground leases with the Company. The Company owns a portion of three properties subject to ground leases with Curbline Properties. No payments are due under these leases. These five properties are governed by Declarations of Easements, Covenants and Restrictions under which the declarant is responsible for the common area maintenance and of the shared common areas and real estate taxes of combined parcels and the other party is required to reimburse the declarant for its proportionate share of the expenses.

Summary

For the year ended December 31, 2024, the Company recorded in Fee and Other Income on the Company’s consolidated statements of operations $0.6 million which represents 2% of Curbline’s Gross Revenue and $0.5 million for the incremental fair value of services provided to Curbline. Amounts payable to Curbline and amounts receivable from Curbline as of December 31, 2024, under the agreements described above, aggregated $33.8 million (including obligations to complete redevelopments) and $1.8 million, respectively.

Stock-Based Compensation Plans and Employee Benefits

Stock-Based Compensation

The Company’s equity-based award plans provide for grants to Company employees and directors of incentive and non-qualified options to purchase common shares, rights to receive the appreciation in value of common shares, awards of common shares subject to restrictions on transfer, awards of common shares issuable in the future upon satisfaction of certain conditions and rights to purchase common shares and other awards based on common shares. Under the terms of the plans,2.7 million common shares were available for grant of future awards as of December 31, 2024.

Adjustments to Equity Compensation Awards in Connection with the Reverse Stock Split and Spin-Off of Curbline Properties

Under the anti-dilution provisions of the Company’s equity incentive plan and the respective award agreement, anti-dilution adjustments were applied to all outstanding equity awards in connection with the reverse stock split consummated in August 2024 and the spin-off of Curbline Properties consummated in October 2024. The number of awards were adjusted so as to retain the same intrinsic value immediately after the reverse stock split and spin-off that the award had immediately prior to the spin-off.

Restricted Share Units

The Board of Directors approved grants to officers of the Company of restricted common share units(“RSUs”) of 160,735 in 2024,258,222 in 2023 and 37,479 in 2022. These grants generally vest in equal annual amounts over athree- tofive-year period. RSUs generally receive cash payments which are equivalent to the cash dividends paid on the Company’s common shares. These grants have a weighted-average fair value at the date of grant ranging from $8.95 to $17.43, which was equal to the market value of the Company’s common shares at the date of grant, as adjusted (discussed above).

The Company issued common shares to its non-employee directors, as a component of compensation. The grant value was equal to the market value of the Company’s common shares at the date of grant. Common shares issued to directors through September 30, 2024, under the previous director compensation program, were fully vested upon grant. In October 2024, the Company issued 52,326 RSUs to non-employee directors under a new director compensation program that are subject to athree-year vesting requirement.

Performance-Based Restricted Share Units

In 2024, the Board of Directors approved grants of performance-based restricted share units (“PRSUs”)to the Company’s named executive officers. In 2023 and 2022, the Board of Directors approved PRSU grants to the Company’s four named executive officers and one additional officer. These PRSUs covered a “target” number of shares, subject to three-year performance periods beginning on the respective March 1 and ending after a three-year period on the respective February 28.

In March 2024, 2023 and 2022, the Company issued 36,604 common shares,139,889 common shares and 129,813 common shares, respectively, in settlement of PRSUs granted in 2021, 2020 and 2019, respectively. Grant date fair values aggregated $3.9 million for each of 2024, 2023 and 2022, all to be amortized ratably over the performance period ending three years from the date of grant.

In connection with the spin-off of Curbline Properties, performance under each outstanding PRSU award was determined as of the close of trading on September 30, 2024, and resulting time-based RSUs were awarded to holders, based on the greater of actual performance to that date under the PRSU award and 150% of the target number of PRSUs.

All RSUs outstanding at the time of the Curbline spin-off (including RSUs awarded on account of settled PRSUs as described above) were equitably adjusted into time-based RSUs of Curbline Properties (for holders whose employment was transferred to Curbline Properties, including the Chief Executive Officer, Chief Financial Officer and Chief Investment Officer) or SITE Centers (for holders whose employment remained at the Company, including the General Counsel) so that the settled awards generally retained, immediately after the spin-off, substantially the same intrinsic value that they had immediately prior to the spin-off. These RSUs remain subject to continued employment requirements.

Summary of Unvested Share Awards

The following table reflects the activity for the unvested awards pursuant to all restricted stock grants:

(A)Includes RSU awards held by employees that were transferred to Curbline Properties as part of the spin-off, which RSUs were adjusted into RSU awards payable in common shares of Curbline Properties under its equity and incentive compensation plan (such that they no longer hold RSU awards payable in Company common shares).

As of December 31, 2024, total unrecognized compensation for the restricted awards granted under the plans as summarized above was $2.1 million, which is expected to be recognized over a weighted-average 1.5-year term.

Stock Options

The Company had 0.1 million,0.1 million and 0.2 million stock options outstanding at December 31, 2024, 2023 and 2022, respectively, all exercisable, at a weighted-average price of $30.96, $31.11 and $31.06, none of which have any intrinsic value.

Deferred Compensation Plans

The Company maintains a 401(k) defined contribution plan covering substantially all of the officers and employees of the Company in accordance with the provisions of the Code. Also, for certain officers, the Company maintains the Elective Deferred Compensation Plan, a non-qualified plan, which permits the deferral of cash base salaries, commissions and annual performance-based cash bonuses. In addition, directors of the Company were permitted to defer all or a portion of their fees pursuant to the Directors’ Deferred Compensation Plan, a non-qualified plan. In 2024, in preparation for the spin-off of Curbline Properties, the Directors’ Deferred Compensation Plan was terminated and, pursuant to its terms, the remaining account balances will be distributed to participants in the first half of 2025. All of these plans were fully funded at December 31, 2024.

Earnings Per Share

The following table provides a reconciliation of net income and the number of common shares used in the computations of “basic” earnings per share (“EPS”), which utilizes the weighted-average number of common shares outstanding without regard to dilutive potential common shares, and “diluted” EPS, which includes all such shares (in thousands, except per share amounts).

Basic average shares outstanding do not include restricted shares totaling 0.2 million,0.3 million and 0.2 million at years ended December 31, 2024, 2023 and 2022, respectively, that were not vested (Note 14).

The following potentially dilutive securities were considered in the calculation of EPS:

•

PRSUs issued to certain executives were considered in the computation of diluted EPS for all periods presented.

•

The exchange into common shares associated with OP Units was included in the computation of diluted EPS for the year ended December 31, 2022. The OP Units were redeemed in 2023 (Note 9).

•

Options to purchase common shares that were outstanding were not considered in the computation of diluted EPS, as the options were anti-dilutive for all years presented (Note 14).

Income Taxes

The Company elected to be treated as a REIT under the Code, commencing with its taxable year ended December 31, 1993. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that the Company distribute at least 90% of its taxable income (excluding net capital gains) to its shareholders. It is management’s current intention to adhere to these requirements and maintain the Company’s REIT status. As a REIT, the Company generally will not be subject to corporate level federal income tax on taxable income it distributes to its shareholders. As the Company distributed sufficient taxable income for each of thethree years ended December 31, 2024, 2023 and 2022, no U.S. federal income or excise taxes were incurred.

If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income taxes at regular corporate rates and may not be able to qualify as a REIT for the four subsequent taxable years. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain foreign, state and local taxes on its income and property and to federal income and excise taxes on its undistributed taxable income. In addition, the Company has historically utilized a TRS that is subject to federal, state and local income taxes on any taxable income generated from its operational activity.

In order to maintain its REIT status, the Company must meet certain income tests to ensure that its gross income consists of passive income and not income from the active conduct of a trade or business. The Company historically utilized a TRS to the extent certain fee and other miscellaneous non-real estate-related income could not be earned by the REIT. In January 2025, the Company eliminated its TRS.

For the years ended December 31, 2024, 2023 and 2022, the Company made net state and local tax payments of $1.0 million and $1.8 million and $0.6 million, respectively.

The following represents the activity of the Company’s TRS (in thousands):

The differences between total income tax expense and the amount computed by applying the statutory income tax rate to income before taxes with respect to its TRS activity were as follows (in thousands):

Deferred tax assets and liabilities of the Company’s TRS were as follows (in thousands):

(A)

At December 31, 2024, primarily attributable to $18.3 million of net operating losses and $10.5 million of book/tax differences in joint venture investments. At December 31, 2023, primarily attributable to $20.5 million of net operating losses, $9.8 million of book/tax differences in joint venture investments. The TRS net operating loss carryforwards will expire in varying amounts between the years 2025 and 2036, except for approximately $6.8 million in both 2024 and 2023 that does not expire and is limited to 80% of taxable income.

Reconciliation of GAAP net income attributable to SITE Centers to taxable income is as follows (in thousands):

Cash dividends declared applicable to tax years ended December 31, 2024, 2023 and 2022, were in excess of taxable income. The Company satisfied it REIT distribution requirement by distributing $46.14, $2.72 and $2.04 per share of common stock and $1.38, $1.59 and $1.59 per depository share of preferred stock for the years ended December 31, 2024, 2023 and 2022, respectively. The common stock distributions for the year ended December 31, 2024 were comprised of regular cash distributions of $0.52 per share of common stock for three quarters and a stock distribution of $44.58. The common stock distributions for the year ended December 31, 2023 were comprised of regular quarterly cash distributions of $0.52 per share of common stock and a special cash distribution of $0.64 per share of common stock. The common stock distributions for the year ended December 31, 2022 were comprised of three quarterly cash distributions of $0.52 per share of common stock and one quarterly cash distribution of $0.48 per share of common stock. The taxability of such distribution for the year ended December 31, 2024 is as follows: