SITE Centers Corp

1. Proxy Statement Summary

This Proxy Statement Summary contains highlights and information that can be found elsewhere in this Proxy Statement as indicated by the applicable page references. This summary does not contain all of the information that you should consider, and therefore you should read the entire Proxy Statement.

2025 Annual Meeting of Shareholders

Voting Matters and Board Recommendations

How to Vote

Shareholders of record (i.e., shareholders who own shares in their own name as reflected in the records of our transfer agent, Computershare Trust Company, N.A. (“Computershare”)) may vote their shares in any of the following ways:

By Internet: To submit a proxy over the internet, go to www.investorvote.com/sitc and follow the instructions on how to complete an electronic proxy. You will need the control number that appears on your Notice of Internet Availability of Proxy Materials or proxy card.

By Telephone: To submit a proxy by telephone, call toll free 1-800-652-8683. You will need the control number that appears on your Notice of Internet Availability of Proxy Materials or proxy card.

By Mail: If you received a full paper set of proxy materials, date and sign your proxy card and mail it in the enclosed, postage-paid envelope. You do not need to mail the proxy card if you are submitting your proxy by internet or telephone.

At the Meeting: To vote at the Annual Meeting, visit www.meetnow.global/MZR2P4U. You will need the control number that appears on your Notice of Internet Availability of Proxy Materials or proxy card.

Shareholders whose shares are held of record by a broker, bank, trust or other nominee may vote their shares by following the instructions provided by such broker, bank, trust or other nominee or at the Annual Meeting. Please note that if your shares are held of record by a broker, bank, trust or other nominee, you must register in advance in order to vote electronically at the Annual Meeting. To register in advance, you must forward a legal proxy from your broker, bank, trust or other nominee holding your shares to Computershare atlegalproxy@computershare.com no later than 5:00 p.m. Eastern Time on Friday, May 9, 2025. You will receive a confirmation of your registration, with a control number, by email from Computershare. At the time of the meeting, go towww.meetnow.global/MZR2P4U and enter your control number.

Even if you intend to attend the Annual Meeting, we encourage you to submit your proxy in advance of the Annual Meeting.

Internet Availability of Proxy Materials

The rules of the SEC permit us to furnish proxy materials, including this Proxy Statement and our 2024 Annual Report, to our shareholders by providing access to such documents on the internet instead of mailing printed copies. Accordingly, on or about April 2, 2025, we are sending the Notice of Internet Availability of Proxy Materials to our shareholders of record as of the close of business on the Record Date. Shareholders receiving a Notice of Internet Availability of Proxy Materials by mail will not receive a printed copy of proxy materials unless they so request. Instead, the Notice of Internet Availability of Proxy Materials will instruct shareholders as to how they may access and review proxy materials on the internet. Shareholders who receive a Notice of Internet Availability of Proxy Materials by mail who would like to receive a printed copy of the Company’s proxy materials, including a proxy card, should follow the instructions for requesting these materials included in the Notice of Internet Availability of Proxy Materials.

2025 Director Nominees

Our Board of Directors (the “Board”) strives to maintain an independent, balanced and diverse set of Directors that collectively possess the expertise to ensure effective oversight of management and the execution of the Company’s strategy. Two of our Director nominees are women and one of our Director nominees is a member of an underrepresented community, which the Company defines as someone who self-identifies as Black, African American, North African, Middle Eastern, Hispanic, Latino, Asian, Pacific Islander, Native American, Native Hawaiian, Alaskan Native, or a member of the LGBTQIA+ community. The average age of our Director nominees is 56 years and the average tenure of our Director nominees is 4 years.

2024 Performance Highlights

On October 30, 2023, the Company announced its strategy to spin off its portfolio of convenience retail properties into a new growth company called Curbline Properties Corp. (“Curbline Properties”). The announcement also outlined the Company’s plan to raise at least $300 million of proceeds from additional asset sales and to close on a mortgage financing facility prior to the separation of Curbline Properties to facilitate thespin-off. With these proceeds, the Company planned to capitalize Curbline Properties with at least $500 million in the form of a combination of cash and a preferred investment in the Company and to repay all of the Company’s unsecured indebtedness.

During 2024, the Company executed on this strategy, highlighted by the October 1, 2024 spin-off of Curbline Properties, the first publicly-traded real estate investment trust (“REIT”) exclusively focused on the convenience property sector. The total return of the Company’s common shares from the close of trading on October 27, 2023 (the last trading day before the announcement of the Company’s plan tospin-off Curbline Properties) through the close of trading on October 1, 2024 (including the market value of the common shares of Curbline Properties distributed to Company shareholders) was 45.8%, as compared to the 38.8% total return of the FTSE NAREIT Equity Shopping Centers Index during that period.

In preparation for thespin-off transaction, during the first nine months of 2024, the Company sold 40 wholly-owned properties and land parcels and two joint venture properties for gross proceeds of approximately $2.3 billion at the Company’s share, allowing it to capitalize Curbline Properties with $800 million of cash and no preferred investment, versus the original $500 million target. In order to help Curbline Properties scale more quickly, the Company also acquired 14 convenience properties during the first nine months of 2024 for an aggregate price of approximately $219 million and carved out convenience parcels from 26 of its large format shopping centers to include in the Curbline Properties portfolio.

The Company also repositioned its capital structure during the course of 2024 in order to provide appropriate leverage levels and liquidity following the separation of Curbline Properties. The Company used proceeds from asset sales and a $530 million mortgage facility that closed in August 2024 to redeem all of its remaining unsecured notes (approximately $1.2 billion), repay its $200 million term loan and terminate its $950 million revolving credit facility. In November 2024, the Company also used cash on hand to redeem all of its outstanding 6.375% Class A Cumulative Redeemable Preferred Shares. At December 31, 2024, the Company had consolidated indebtedness of approximately $306.8 million (none of which matures in 2025) and a cash balance of approximately $54.6 million.

Corporate Governance Highlights

We are committed to high standards of corporate governance, which we believe will ensure that the Company is managed for the benefit of our stakeholders. We monitor developments and best practices in corporate governance and consider feedback from shareholders when evaluating our governance, policies and structure.

Compensation Practices

Historically, the Compensation Committee has overseen the design and administration of, and changes to, the Company’s executive compensation programs for all of the Company’s named executive officers. In 2024, our executive compensation program was aligned with the Company’s performance and the execution of its strategy, namely thespin-off of Curbline Properties. At the start of 2024, our CEO, Mr. Lukes, was a party to a September 2020 employment agreement, which agreement was extended by the Company and Mr. Lukes in July 2024 to operate until the completion of thespin-off. The majority of the targeted level of annualized compensation for Mr. Lukes under the September 2020 employment agreement was designed to be variable and “at risk” based on performance.

In connection with thespin-off of Curbline Properties on October 1, 2024, the employment agreements governing the compensation of our CEO (Mr. Lukes), our former Chief Financial Officer (“CFO”) (Mr. Fennerty) and our Chief Investment Officer (“CIO”) (Mr. Cattonar) were transferred to a subsidiary of Curbline Properties. Following that date, pursuant to the terms of the Shared Services Agreement (defined below), Curbline Properties and its affiliates became responsible (1) for providing the Company with leadership and management services, including a CEO and a CIO, and (2) for making all compensation determinations for and payments to any CEO and CIO provided to the Company by Curbline Properties. Under this arrangement, since thespin-off of Curbline Properties, Messrs. Lukes and Cattonar have continued to serve as our CEO and CIO, respectively; however, they are no longer employed by the Company, and the Company is no longer obligated to provide any direct or indirect compensation for their service as our CEO or CIO. Further, Curbline Properties did not provide Messrs. Lukes and Cattonar with any additional or incremental compensation for their service to us as our CEO and CIO, respectively, during 2024. Mr. Fennerty ceased to serve as our CFO as of the effective time of thespin-off of Curbline Properties, and he is no longer employed by the Company or serving the Company in any capacity.

The Company continues to be responsible for the compensation of our named executive officers who are employed by the Company (namely our CFO, Mr. Morgan, and our General Counsel, Mr. Kitlowski), and the Compensation Committee continues to oversee the design and administration of, and changes to, the Company’s compensation programs with respect to these executives.

2024 Executive Compensation

The table below summarizes 2024 compensation awarded or paid by the Company to our named executive officers as reported in the 2024 Summary Compensation Table included in this Proxy Statement. Historically, our Compensation Committee has established both quantitative and qualitative performance metrics governing our annual incentive compensation program in the first quarter of each year. However, in recognition of the Company’s plan to consummate thespin-off of Curbline Properties and to sell a significant number of properties during the course of 2024, and the inability to forecast the timing and impact of these transactions on quantitative metrics, the Compensation Committee determined in January 2024 that payouts under the 2024 annual incentive compensation program would be based entirely on the Committee’s qualitative assessment of executive performance (subject to the terms set forth in each executive’s employment agreement).

On September 1, 2024, in preparation for thespin-off of Curbline Properties, the Company entered into assigned employment agreements with each of Messrs. Lukes, Fennerty and Cattonar. Among other things, the assigned employment agreements transferred the employment of each of these executives to a subsidiary of Curbline Properties and provided that the Company would pay apro-rated portion of their annual cash incentive for 2024 based on the portion of the year occurring prior to the October 1, 2024 spin-off date (with Curbline Properties being responsible for all compensation payable to these executives under their employment agreements from and after October 1, 2024, including with respect to their annual cash incentive for the remaining portion of 2024).

Based on the Compensation Committee’s evaluation of the performance of these executives during the first nine months of 2024, including the Company’s achievements outlined in “2024 Performance Highlights” above, in September 2024, Messrs. Lukes, Fennerty and Cattonar receivedpro-rated incentive compensation payouts of $1,687,500, $675,000 and $562,500, respectively, which represented the maximum amount of thepro-rated annual incentive award opportunities provided by their employment agreements.

In August 2024, the Company entered into consulting and employment agreements with Mr. Morgan, who served as a consultant from September 16, 2024 until he became employed by the Company and was appointed (and succeeded Mr. Fennerty as) Executive Vice President (“EVP”) and CFO of the Company effective October 1, 2024. The Company also appointed Mr. Kitlowski, its EVP and General Counsel since 2017, as an executive officer effective October 1, 2024.

In February 2025, based on a qualitative assessment of their performance during 2024, the Compensation Committee approved incentive compensation payouts for Messrs. Morgan and Kitlowski of $87,500 and $675,000, respectively, which represented the maximum amount of the annual incentive award opportunities provided for under their employment agreements (in the case of Mr. Morgan, pro-rated to reflect the portion of 2024 he was engaged or employed by the Company). Mr. Kitlowski also received a cash bonus of $225,000 in September 2024 in recognition of his contribution to the successful completion of thespin-off of Curbline Properties.

For more details on 2024 executive compensation, see the “Compensation Discussion and Analysis” section beginning on page 21 of this Proxy Statement and the 2024 Summary Compensation Table on page 34 of this Proxy Statement.

Historical Say-on-Pay Voting Results

Shareholders have continued to show strong support for our executive compensation programs with approximately 97%, 94% and 95% of votes cast for the approval of the “say-on-pay” proposals at our 2022, 2023 and 2024 Annual Meetings of Shareholders, respectively.