SITE Centers Corp.
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 26, 2026
SITC$0.67-81.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-02-28.
0000950170-25-029989
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-02-26.
0001193125-26-076905
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 277 previous paragraphs and 234 current paragraphs.
109 unchanged; 79 reworded; 44 added; 85 removed; 4 previous and 2 current paragraphs rearranged.
Tables are not compared: 19 previous and 18 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (44)
Current report
The Company is also obligated to provide Curbline Properties and its affiliates with space at the Company’s offices located in Beachwood, Ohio, New York, New York and Boca Raton, Florida at no additional cost until October 1, 2027 or such earlier date as the Shared Services Agreement is terminated as a result of a change in control of Curbline Properties or a material breach by Curbline Properties and its affiliates under the Shared Services Agreement (a “Sanctioned Termination Event”). Curbline Properties and its affiliates also have an option exercisable on or prior to October 1, 2027 (or such earlier date as the Shared Services Agreement is terminated pursuant to a Sanctioned Termination Event) to enter into a lease agreement for office space at the Company’s corporate headquarters location in Beachwood, Ohio for an initial five-year term at annual base rent of $8.00 per square foot with the right to extend the lease for up to four successive terms of five years each (with 10% increases in annual base rent for each extension).
Current report
The Company intends to pursue the marketing and sale of its remaining wholly-owned properties and to monetize the value of its investment in the DTP joint venture. The timing of asset sales may be impacted by general economic conditions, local conditions in the markets in which our remaining properties are situated and other property-specific considerations. The Company’s ability and timing to monetize the value of its investment in the DTP joint venture may be impacted by the degree of cooperation of the joint venture partner and the limited rights afforded the Company under the joint venture agreement (including the requirement that the Company obtain the joint venture partner’s consent to the sale of individual joint venture properties and distribution of resulting proceeds). See Item 1A. Risk Factors under the captions “Risks Relating to the Company’s Strategy–The Company May Have Difficulty Selling Its Remaining Real Estate Investments at Attractive Prices or at All” and “–The Company May Have Difficulty Realizing Value from Its Interest in the DTP Joint Venture.”
Current report
The Company expects to use proceeds from additional asset sales to pay operating expenses, manage overall liquidity levels, make distributions to shareholders and establish a reserve fund to satisfy projected expenses and known and unknown claims that might arise during the anticipated wind-up of its business. The Company expects to incur significant expenses in connection with the eventual wind-up of its business, including but not limited to the fee applicable to any early termination of the Shared Services Agreement, employee severance costs, discretionary bonuses upon completion of the sales process, costs to terminate office leases, licenses and other operating contracts, professional fees (including fees of accountants and law firms), costs to comply with ongoing reporting requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) (until such time as the Company qualifies for relief therefrom), insurance premiums and potential deductibles (including with respect to a “tail” insurance policy for directors and officers), vendor expenses, costs to resolve and streamline the Company’s subsidiaries and corporate structure and any claims arising under sale agreements for completed dispositions.
Current report
The Company is currently in various stages of marketing several wholly-owned assets for sale, though no assurances can be given that such efforts will result in additional asset sales. As of February 26, 2026, the Company had entered into agreements to sell two properties for which the buyers’ general due diligence periods had expired. These transactions are expected to close in the first quarter of 2026. In each case, closing remains subject to customary conditions, including, but not limited to, delivery of estoppel letters from tenants, the accuracy of the Company’s representations in all material respects and the absence of material casualty or condemnation events. The majority of the Company’s other wholly-owned retail properties are in various stages of contract negotiations or in the process of being marketed for sale.
Current report
The Company expects that rental income and net income will continue to decrease in future periods as compared to corresponding prior year periods as a result of significant disposition activity and declining property revenues. However, the Company’s general and administrative expenses will remain elevated prior to the termination of the Shared Services Agreement as a result of the contractual obligations and services owing to Curbline thereunder.
Current report
Transaction and Investment Highlights
Current report
Sold 14 wholly-owned shopping centers for an aggregate sales price of $752.5 million, of which a portion of was used to repay approximately $241.3 million of mortgage debt as well as a make-whole premium of approximately $7.0 million in connection with the repayment of the mortgage loan on Nassau Park Pavilion (Princeton, New Jersey);
Current report
Paid special cash dividends of $1.50, $3.25, $1.00 and $1.00 per common share on July 15, 2025, August 29, 2025, November 14, 2025 and December 30, 2025, respectively.
Current report
Operating highlights for 2025 included:
Current report
Aggregate occupancy of the Company’s operating shopping center portfolio was 85.9% at December 31, 2025 on a pro rata basis compared to 90.6% at December 31, 2024. The year-over-year decrease primarily was related to the disposition of properties during the year, the remaining mix of properties and increased vacancy at the Maxwell (Chicago, Illinois).
Current report
Includes Harris Teeter and Mariano’s
Current report
Includes LA Fitness and Xsport Fitness
Current report
Includes Gap; Old Navy and Banana Republic
Current report
The decrease in Comparable Portfolio Properties is due to lower occupancy, partially offset by an increase in annualized base rent per occupied square foot.
Current report
The Company requires capital to fund its operating expenses, redevelopment activities and capital expenditures. The Company’s primary capital sources include cash on hand, cash flow from operations and proceeds from ongoing asset sales. The Company does not maintain a revolving credit facility and therefore plans to closely monitor and conservatively manage its liquidity and cash position as it pursues the sale of its remaining properties and returns capital to shareholders. The Company expects to maintain sufficient cash reserves with proceeds from asset sales in order to satisfy and discharge expenses projected to be incurred, and any unknown or contingency claims or obligations which might arise, during the subsequent wind-up of its operations. The Company also expects to maintain an elevated cash balance pending resolution of the DTP joint venture in order to maximize the Company’s alternatives for monetizing its joint venture investment, including through the possible exercise of the joint venture’s buy/sell provision.
Current report
The Company had no consolidated indebtedness outstanding at December 31, 2025, as compared to $306.8 million at December 31, 2024. In addition, as of December 31, 2025, the Company’s unconsolidated joint ventures had $440.7 million of indebtedness ($106.0 million at SITE’s share).
Current report
In August 2024, the Company and certain of its subsidiaries closed and funded the $530.0 million Mortgage Facility provided by affiliates of Atlas SP Partners, L.P. and Athene Annuity and Life Company. The Company used proceeds from the closing together with cash on hand from asset sales to repay all of its outstanding senior unsecured indebtedness and to capitalize Curbline. The Mortgage Facility was originally secured by 23 properties, many of which were sold during 2025, and required mortgage paydowns which were made with proceeds from the sales. In December 2025, the Company fully repaid all remaining amounts outstanding under the Mortgage Facility. While the Mortgage Facility was outstanding during 2025, the Company was in compliance with all covenants set forth in the loan agreement.
Current report
In addition, the loan secured by Nassau Park Pavilion was repaid in full when the property was sold in November 2025.
Current report
Decreases in repayment of the Company’s term loan, the Mortgage Facility and mortgage debt of $242.1 million;
Current report
Decrease in payments of debt issuance costs and Curbline loan costs of $16.9 million;
Current report
Decrease in proceeds from the Mortgage Facility of $530.0 million;
Current report
The decision to declare and pay future dividends on the Company’s common shares, as well as the timing, amount and composition of any such future dividends, will be at the discretion of the Company’s Board of Directors. The Company does not currently expect to make regular quarterly dividend payments in the future. The Company expects that the frequency and timing of future dividends will be influenced by operations and sales of its remaining assets, though the Company plans to closely monitor and conservatively manage its cash position in order to maintain sufficient cash reserves to satisfy and discharge expenses projected to be incurred, and any unknown or contingency claims or obligations which might arise, during the subsequent wind-up of its operations. The Company also expects to maintain an elevated cash balance pending resolution of the DTP joint venture in order to maximize the Company’s alternatives for monetizing its joint venture investment, including through the possible exercise of the joint venture’s buy/sell provision.
Current report
The Company currently operates in a manner that allows it to qualify as a REIT and generally not be subject to U.S. federal income tax. U.S. federal income tax law generally requires that a REIT distribute annually to holders of its capital stock at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pay tax at regular corporate rates to the extent that it annually distributes less than 100% of its REIT taxable income. The Company may elect to surrender its REIT status in connection with the sale of its remaining assets and the anticipated wind-up of its operations in the event the Company determines that the anticipated benefits to the Company and its shareholders of maintaining REIT qualification do not exceed the related compliance costs or if the nature of the Company’s remaining operations makes compliance with REIT requirements impracticable.
Current report
The Company remains committed to maintaining sufficient liquidity in order to fund its operating expenses, capital expenditures and expenses and liabilities to be incurred during the wind-up of its operations. The Company’s primary capital sources include cash on hand, cash flow from operations and proceeds from sales of its remaining wholly-owned properties and monetization of its investment in the DTP joint venture. The Company does not maintain a revolving credit facility and therefore plans to closely monitor and conservatively manage its cash position and expects to maintain an elevated cash balance pending resolution of the DTP joint venture in order to maximize the Company’s alternatives for monetizing its joint venture investment, including through the possible exercise of the joint venture’s buy/sell provision.
Current report
Future Sales of Wholly-Owned Properties
Current report
The Company intends to pursue the marketing and sale of its remaining wholly-owned properties. The timing of asset sales may be impacted by general economic conditions, local conditions in the markets in which our remaining properties are situated and other property-specific considerations. As of February 26, 2026, the Company had entered into agreements to sell two properties for which the buyers’ general due diligence periods had expired. These transactions are expected to close in the first quarter of 2026. In each case, closing remains subject to customary conditions, including, but not limited to, delivery of estoppel letters from tenants, the accuracy of the Company’s representations in all material respects and the absence of material casualty or condemnation events. The majority of the Company’s other wholly-owned retail properties are in various stages of contract negotiation or in the process of being marketed for sale.
Current report
DTP Joint Venture
Current report
Since 2018, the Company and certain Chinese institutional investors (collectively, the “Co-Investor” and, together with the Company, the “Limited Partners”) have owned 20% and 80% limited partnership interests, respectively, in Dividend Trust Portfolio JV LP (the “DTP Joint Venture” or the “joint venture”). The joint venture owns all of the outstanding common shares of Dividend Trust REIT Subsidiary, a Maryland REIT (the “REIT Subsidiary”), which as of December 31, 2025, owned ten shopping centers located in the United States, aggregating approximately 3.4 million square feet of GLA. The Company serves as the general partner of the joint venture and is responsible for its day-to-day management subject to the requirement to obtain the Co-Investor’s approval for certain major decisions, including but not limited to property acquisitions and dispositions, new financings, debt repayments, annual budgets, entering into or amending major leases, distributions and calls for additional capital contributions. The joint venture agreement provides the Co-Investor with the ability to remove the Company as general partner and certain indemnification rights in the event the Company breaches certain of its obligations under the joint venture agreement, including the obligation to maintain the qualification of the REIT Subsidiary.
Current report
The term of the joint venture expires on April 10, 2029, subject to automatic extension in the event the joint venture’s mortgage loan has not been repaid in full prior to that date, or voluntarily extension by the mutual agreement of both Limited Partners. Available cash from operations is generally distributed to the Limited Partners quarterly based on their limited partner interests, subject to a preferred return to the general partner in the event the Co-Investor has achieved a certain after-tax rate of return. Fees payable by the joint venture to the general partner consist of a corporate services fee and a property management fee aggregating $4.5 million per year, subject to ratable reduction in the event of any property sales (based on the percentage of joint venture net operating income derived from the sold properties). Subject to limited exceptions, no partner may sell or transfer its interest in the joint venture without the consent of the other partners.
Current report
Either Limited Partner may cause the sale of the REIT Subsidiary (but not of any individual joint venture properties) subject to first providing the other Limited Partner the right to purchase the REIT Subsidiary at a price proposed by the initiating Limited Partner. In the event the non-initiating Limited Partner does not elect to purchase the REIT Subsidiary at the proposed price, the initiating Limited Partner may engage a broker to market and sell the REIT Subsidiary within 180 days at a cash price of not less than 97% of the price originally proposed by the initiating Limited Partner. Either Limited Partner may also initiate a buy-sell mechanism pursuant to which it provides the non-initiating Limited Partner the option to purchase the initiating Limited Partner’s interest in the joint venture or sell the non-initiating Limited Partner’s interest based on a value for the joint venture set by the initiating Limited Partner.
Current report
As of December 31, 2025, the joint venture’s properties were encumbered by a mortgage loan in the aggregate principal amount of approximately $380.6 million which matures on January 11, 2029. The fixed blended interest rate applicable to the loan’s individual tranches is 6.38% per annum, subject to an increase of 5.0% per annum following the occurrence of any default. The loan is structured as an interest-only loan throughout its duration. The principal amount of the loan may be prepaid in whole or in part at any time subject to the joint venture’s payment of a spread maintenance premium equal to the greater of 1% of the amount prepaid and the present value of the monthly interest payments that would have been payable on the prepaid amount through July 2028 assuming an interest rate per annum equal to the difference between the loan’s contractual interest rate and the then applicable yield maintenance treasury rate. So long as no default then exists and subject to other customary release provisions (including delivery of “REMIC” tax and legal opinions and satisfaction of certain rating agency and debt yield requirements), the joint venture may cause the lender to release individual properties from the loan’s collateral pool by prepaying 125% of the initial loan amount allocated to the released properties plus the applicable spread maintenance premium. All rents received from joint venture properties are deposited into a cash management account to which the joint venture has full access absent certain trigger events (including defaults, failure to satisfy certain debt yield requirements and key tenant bankruptcy events).
Current report
Acquisitions
Current report
During 2025, the Company acquired one land parcel from Curbline in Chapel Hill, North Carolina for a gross purchase price of $1.8 million in order to facilitate the future disposition of Meadowmont Market located adjacent thereto.
Current report
Includes Southmont Plaza (Easton, PA), East Hanover Plaza (East Hanover, NJ) and Stow Community Center (Stow, OH).
Current report
Acquisitions
Current report
Equity Transactions
Current report
Redevelopment Projects
Current report
We expect that the NYSE would commence the de-listing of the Company’s common shares from the exchange if (i) the average closing price of the Company’s common shares were to fall below $1.00 per share over a 30-consecutive-day trading period, (ii) the Company’s average market capitalization were to fall below $15 million over a 30‑consecutive-day trading period or (iii) the Company were to lose or terminate its REIT qualification (unless the resulting entity qualifies for an original listing as a corporation). The NYSE also has certain discretionary authority to de-list the Company’s common shares on an involuntary basis. The Company expects to voluntarily de-list its common shares from the NYSE as future distributions cause its stock price to approach levels that would trigger involuntary de-listing. If the Company’s common shares are de-listed, shareholders may have difficulty trading their common shares on the secondary market. De-listing would also eliminate the requirement that the Company’s Board of Directors be composed of a majority of independent directors.
Current report
The Company may have difficulty realizing value from its DTP joint venture on account of its limited control over the joint venture and contractual restrictions set forth in the joint venture agreement;
Current report
The Company may be unable to accurately project costs and expenses relating to its disposition and wind-up strategy and may encounter exposure to unexpected claims, liabilities or costs in connection therewith;
Showing the first 40 of 44 passages. Open the source sections for the rest.
Removed paragraphs (85)
Previous report
From July 1, 2023 to December 31, 2024, the Company generated approximately $3.1 billion of gross proceeds from sales of properties for the purpose of acquiring additional convenience properties, capitalizing Curbline and, together with proceeds from the closing and funding of the Mortgage Facility (defined below), redeeming and/or repaying all of the Company’s outstanding unsecured indebtedness and preferred shares. Going forward, the Company intends to realize value through operations and to consider various factors, including market conditions and differences between the public and private valuations of its portfolio, in evaluating whether and when to pursue additional asset sales. The timing of any additional sales may also be impacted by interim leasing, tactical redevelopment activities and other asset management initiatives intended to maximize value. As of February 28, 2025, the Company was in the beginning stages of marketing a select number of assets for sale, though no assurances can be given that such efforts will result in additional asset sales, particularly in light of the dynamic interest rate environment and capital markets conditions. The Company expects to use proceeds from any additional asset sales to repay outstanding indebtedness and make distributions to shareholders.
Previous report
The Company expects that rental income and net income will decrease in future periods as compared to corresponding prior year periods as a result of the spin-off of Curbline and the significant volume of dispositions completed in 2024. The Company expects that its future dividend policy will be influenced by operations and asset sales, though the Company’s distribution of any sale proceeds to shareholders will be subject to collateral release and repayment requirements set forth in the terms of the Company’s indebtedness and management of liquidity and overall leverage levels in connection with ongoing operations.
Previous report
Growth opportunities within the Company’s portfolio include rental rate increases, continued lease-up of the portfolio, and rent commencement with respect to recently executed leases.
Previous report
Transaction and Capital Markets Highlights
Previous report
Acquired a fee interest in a land parcel in Florida as well as a joint venture partner’s 80% interest in two properties in North Carolina (Meadowmont Crossing and Meadowmont Market) for $18.7 million;
Previous report
Sold 40 wholly-owned shopping centers (excluding certain retained convenience parcels), a parcel at a shopping center and two joint venture assets for an aggregate sales price of $2,325.9 million ($2,261.3 million at the Company’s share);
Previous report
Effected a reverse stock split of its common shares at a ratio of one-for-four and cancelled treasury shares not reserved for compensation plans;
Previous report
Closed and funded a $530.0 million Mortgage Facility which had an outstanding principal balance of $206.9 million as of December 31, 2024;
Previous report
Repaid in full the $200.0 million Term Loan (defined below) and terminated the Revolving Credit Facility (defined below) and recorded associated debt extinguishment costs of $0.9 million and $3.9 million, respectively;
Previous report
Repurchased $88.3 million aggregate principal amount of outstanding senior notes due in 2025, 2026 and 2027 (the “Senior Notes”) for total cash consideration including expenses of $87.1 million and recorded a gain on debt retirement of $1.0 million;
Previous report
Redeemed all remaining outstanding Senior Notes for total cash consideration including expenses of $1,223.0 million and recorded debt extinguishment costs of $6.7 million;
Previous report
Repaid a joint venture mortgage loan for DDRM Properties Joint Venture due in 2024 for $40.9 million ($8.2 million at the Company’s share) and
Previous report
Redeemed all outstanding 6.375% Class A Cumulative Redeemable Preferred Shares and the associated depositary shares (the “Class A Preferred Shares”) for total cash consideration including expenses of $175.0 million plus accrued dividends. In connection with the redemption, the Company recorded a charge of approximately $6.2 million to net income attributable to common shareholders in the fourth quarter of 2024.
Previous report
The Company believes the strong leased and commencement rates of its portfolio is attributable to national tenants’ strong financial positions and increasing emphasis and reliance on physical store locations and the concentration of the Company’s portfolio in primarily suburban, high household income communities which have witnessed significant population growth, changes in remote work and work-from-home trends, and limited new construction of competing retail properties.
Previous report
Operating highlights for 2024 included (excluding discontinued operations and properties sold in 2024):
Previous report
Aggregate occupancy was 90.6% at December 31, 2024 on a pro rata basis compared to 89.5% at December 31, 2023. The year over year increase primarily was related to new tenant openings in excess of closings.
Previous report
Includes T.J. Maxx, Marshalls, HomeGoods, Sierra Trading, HomeSense and Combo Store
Previous report
Includes Kroger, Harris Teeter, King Soopers, Mariano’s and Lucky’s
Previous report
Includes Ross Dress for Less and dd’s Discounts
Previous report
Purchase Price Allocations of Property Acquisitions
Previous report
For the acquisition of real estate assets, the Company allocates the purchase price to assets acquired and liabilities assumed at the date of acquisition. The Company applies various valuation methods, all of which require significant estimates by management, including discount rates, exit capitalization rates, estimated land values (per square foot), capitalization rates and certain market leasing assumptions. Further, the valuation of above- and below-market lease values are significantly impacted by management's estimate of fair market lease rates for each corresponding in-place lease. If the Company determines that an event has occurred after the initial allocation of the asset or liability that would change the estimated useful life of the asset, the Company will reassess the depreciation and amortization of the asset. The Company is required to make subjective estimates in connection with these valuations and allocations.
Previous report
Impairment Assessment
Previous report
The increase within the Comparable Portfolio Properties for 2023 as compared to 2022 includes the write-off of approximately $8.4 million of below-market lease intangibles due to the early termination of tenant leases.
Previous report
In 2024, the Company acquired its partner’s 80% interest in one asset previously owned by DDRM Properties Joint Venture (Meadowmont Village, Chapel Hill, North Carolina) for $35.4 million and stepped up its 20% interest due to change in control. In 2023, the Company recorded a gain related to additional proceeds received related to an unconsolidated joint venture that sold its sole asset, a parcel of undeveloped land in Richmond Hill, Ontario, which was considered contingent at the time of the sale. In 2022, the Company recorded a $3.3 million gain from the acquisition of its joint venture partner’s 80% equity in an asset (Casselberry Commons) owned by the DDRM Joint Venture, a $16.8 million gain from the sale of its 20% interest in the SAU Joint Venture to its partner and a $25.4 million gain from the sale of its 50% interest in Lennox Town Center to its partner.
Previous report
Discontinued operations’ FFO adjustments are summarized as follows (in thousands):
Previous report
The Company requires capital to fund its operating expenses and capital expenditures. The Company’s primary capital sources include cash flow from operations, debt financings and proceeds from asset sales. The Company remains committed to monitoring the duration of its indebtedness, to maintaining prudent leverage levels in an effort to manage its overall risk profile while maintaining strategic flexibility and to closely monitoring liquidity and its cash position following the termination of its Revolving Credit Facility in August 2024.
Previous report
As of December 31, 2024, the Company had $306.8 million aggregate principal amount of consolidated indebtedness outstanding (as compared to $1.6 billion at December 31, 2023) consisting of the Mortgage Facility having an outstanding principal balance of $206.9 million and a mortgage loan secured by Nassau Park Pavilion having an outstanding principal balance of $99.9 million. In addition, as of December 31, 2024, the Company’s unconsolidated joint ventures had $441.8 million of indebtedness ($106.6 million at SITE’s share).
Previous report
The Company’s consolidated and unconsolidated debt obligations generally require monthly payments of principal and/or interest over the term of the obligation. While the Company currently believes it has several options to obtain capital and fund its business, no assurance can be provided that these obligations will be refinanced or repaid as currently anticipated. Any new debt financings may also entail higher rates of interest than the indebtedness being refinanced, which could have an adverse effect on the Company’s operations.
Previous report
The Company repositioned its capital structure during the course of 2024 in order to provide leverage levels and liquidity following the separation of Curbline Properties.
Previous report
Mortgage Facility
Previous report
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 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.
Previous report
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. The Borrowers are required to maintain an interest rate cap with respect to the principal amount of the Notes having a 30-day term SOFR strike rate equal to 6.25%. 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.
Previous report
The Mortgage Facility is structured as an interest only loan throughout the initial two-year 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 the 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 event of 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.
Previous report
All Property rents are 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 will 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
Previous report
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.
Previous report
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).
Previous report
The Company is required to comply with certain other covenants under the Mortgage Facility. The Company was in compliance with these covenants at December 31, 2024.
Previous report
As of December 31, 2024, the Mortgage Facility had an outstanding principal balance of $206.9 million and was secured by 13 Properties.
Previous report
Termination of Mortgage Commitment
Previous report
In connection with the Mortgage Facility’s closing, the Company terminated the commitment (the “Mortgage Commitment”) that it had obtained from the a different group of lenders in October 2023 to provide a $1.1 billion financing secured by 40 of the Company’s properties.
Showing the first 40 of 85 passages. Open the source sections for the rest.
Reworded paragraphs (79)
Previous wording
The Company is a self-administered and self-managed Real Estate Investment Trust (“REIT”) in the business of owning, leasing, acquiring, redeveloping and managing shopping centers. As of December 31, 2024, the Company’s portfolio consisted of 33 shopping centers (including 11 shopping centers owned through unconsolidated joint ventures). At December 31, 2024, the Company owned 8.8 million square feet of gross leasable area (“GLA”) through all its properties (wholly-owned and joint venture). At December 31, 2024, the aggregate occupancy of the Company’s operating shopping center portfolio was 90.6% on a pro rata basis, and the average annualized base rent per occupied square foot was $19.64 on a pro rata basis. In addition, at December 31, 2024, the Company owns two adjacent office buildings located in Beachwood, Ohio, totaling approximately 339,000 square feet of GLA, a portion of which buildings currently serve as the Company’s headquarters.
Current wording
The Company is a self-administered and self-managed Real Estate Investment Trust (“REIT”) in the business of owning, leasing, redeveloping and managing shopping centers. As of December 31, 2025, the Company’s portfolio consisted of 19 shopping centers (including 11 shopping centers owned through two unconsolidated joint ventures). At December 31, 2025, the Company owned 5.0 million square feet of gross leasable area (“GLA”) through all its properties (wholly-owned and joint venture). At December 31, 2025, the aggregate occupancy of the Company’s operating shopping center portfolio was 85.9% on a pro rata basis, and the average annualized base rent per occupied square foot was $22.61 on a pro rata basis. In addition, at December 31, 2025, the Company owns two adjacent office buildings located in Beachwood, Ohio, totaling approximately 339,000 square feet, yielding approximately 227,000 square feet of GLA, of which the Company occupies approximately 60,000 square feet of GLA and approximately 167,000 square feet of GLA is leased or available to be leased to third parties. In January 2026, the Company sold its interest in the RVIP IIIB joint venture (Deer Park Town Center in Deer Park, Illinois).
Previous wording
On October 1, 2024, the Company, Curbline and Curbline Properties LP (the “Operating Partnership”) entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”), which provided for the principal transactions necessary to consummate the spin-off, including the allocation among the Company, Curbline and the Operating Partnership of the Company’s assets, liabilities and obligations attributable to periods both prior to and following the spin-off. In particular, the Separation and Distribution Agreement provided, among other things, that certain assets relating to Curbline’s business were to be transferred to the Operating Partnership or the applicable Curbline subsidiary, including equity interests of certain Company subsidiaries that held assets and liabilities related to Curbline, interests in real property, certain tangible personal property, cash and cash equivalents held in Curbline accounts (including the transfer to Curbline of unrestricted cash of $800.0 million upon consummation of the spin-off) and other assets primarily used or held primarily for use in Curbline’s business. The Separation and Distribution Agreement also provided that certain liabilities relating to Curbline’s business were to be transferred to the Operating Partnership or the applicable Curbline subsidiary, including liabilities relating to or arising out of the operation of Curbline’s business after the effective time of the spin-off and liabilities expressly allocated to Curbline or one of its subsidiaries by the Separation and Distribution Agreement or certain other agreements entered into in connection with the spin-off.
Current wording
On October 1, 2024, the Company, Curbline and Curbline Properties LP (the “Operating Partnership”) entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”), which provided for the principal transactions necessary to complete the spin-off, including the allocation among the Company, Curbline and the Operating Partnership of the Company’s assets, liabilities and obligations attributable to periods both prior to and following the spin-off. In particular, the Separation and Distribution Agreement provided, among other things, that certain assets relating to Curbline’s business were to be transferred to the Operating Partnership or the applicable Curbline subsidiary, including equity interests of certain Company subsidiaries that held assets and liabilities related to Curbline, interests in real property, certain tangible personal property, cash and cash equivalents held in Curbline accounts (including the transfer to Curbline of unrestricted cash of $800.0 million upon consummation of the spin-off) and other assets primarily used or held primarily for use in Curbline’s business. The Separation and Distribution Agreement also provided that certain liabilities relating to Curbline’s business were to be transferred to the Operating Partnership or the applicable Curbline subsidiary, including liabilities relating to or arising out of the operation of Curbline’s business after the effective time of the spin-off and liabilities expressly allocated to Curbline or one of its subsidiaries by the Separation and Distribution Agreement or certain other agreements entered into in connection with the spin-off.
Previous wording
Additionally, the Separation and Distribution Agreement contains provisions that obligate the Company to complete certain redevelopment projects at properties that are owned by Curbline. As of December 31, 2024, these redevelopment projects were estimated to cost $32.9 million to complete.
Current wording
Additionally, the Separation and Distribution Agreement contains provisions that obligate the Company to complete certain redevelopment projects at properties that are owned by Curbline. As of December 31, 2025, these redevelopment projects were estimated to cost $21.3 million to complete.
Previous wording
On October 1, 2024, the Company, Curbline and the Operating Partnership also entered into a Shared Services Agreement (the “Shared Services Agreement”), which provides that, subject to the supervision of the Company’s Board of Directors and executives, the Operating Partnership or its affiliates will provide the Company (i) leadership and management services that are of a nature customarily performed by leadership and management overseeing the business and operation of a REIT similarly situated to the Company, including supervising various business functions of the Company necessary for the day-to-day management operations of the Company and its affiliates and (ii) transaction services that are of a nature customarily performed by a dedicated transactions team within an organization similarly situated to the Company, including the provision of personnel at both the leadership and operational levels necessary to ensure effective and efficient preparation, negotiation, execution and implementation of real estate transactions, as well as overseeing post-transaction activities and alignment with the Company’s strategic objectives. The Operating Partnership or its affiliates provides the Company with a Chief Executive Officer and Chief Investment Officer but the Company employs its own Chief Financial Officer, Chief Accounting Officer and General Counsel. The Company also provid Curbline Properties and its affiliates an option to enter into a lease agreement for office space at SITE Centers’ corporate headquarters location in Beachwood, Ohio for an initial five-year term with the right to extend the lease for up to four successive terms of five years each.
Current wording
On October 1, 2024, the Company, Curbline and the Operating Partnership also entered into a Shared Services Agreement (the “Shared Services Agreement”), which provides that, subject to the supervision of the Company’s Board of Directors and executives, the Operating Partnership or its affiliates will provide the Company (i) leadership and management services that are of a nature customarily performed by leadership and management overseeing the business and operation of a REIT similarly situated to the Company, including supervising various business functions of the Company necessary for the day-to-day management operations of the Company and its affiliates and (ii) transaction services that are of a nature customarily performed by a dedicated transactions team within an organization similarly situated to the Company, including the provision of personnel at both the leadership and operational levels necessary to ensure effective and efficient preparation, negotiation, execution and implementation of real estate transactions, as well as overseeing post-transaction activities and alignment with the Company’s strategic objectives. The Operating Partnership or its affiliates provides the Company with a Chief Executive Officer and Chief Investment Officer but the Company employs its own Chief Financial Officer, Chief Accounting Officer and General Counsel.
Previous wording
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. 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.
Current wording
The Shared Services Agreement also requires the Company to provide the Operating Partnership and its affiliates the services of its employees and the use or benefit of such other of the Company’s assets and resources as may be necessary or useful to establish and operate various business functions of the Operating Partnership and its affiliates in a manner as would be established and operated for a REIT similarly situated to Curbline. The Operating Partnership has the authority to supervise the employees of the Company and its affiliates and direct and control the day-to-day activities of such employees while such employees are providing services to the Operating Partnership or its affiliates under the Shared Services Agreement.
Previous wording
The Operating Partnership pays the Company a fee in the aggregate amount of 2.0% of Curbline’s Gross Revenue (as defined in the Shared Services Agreement) during the term of the Shared Services Agreement to be paid in monthly installments each month in arrears no later than the tenth calendar day of each month based upon Curbline’s Gross Revenue for the prior month. There is no separate fee paid by the Company in connection with the provision of services by the Operating Partnership or its affiliates under the Shared Services Agreement. Unless terminated earlier, the term of the Shared Services Agreement will expire on October 1, 2027. In the event of certain early terminations of the Shared Services Agreement, the Company will be obligated to pay a termination fee to the Operating Partnership equal to $2.5 million multiplied by the number of whole or partial fiscal quarters remaining in the Shared
Current wording
The Operating Partnership pays the Company a fee in the aggregate amount of 2.0% of Curbline’s Gross Revenue (as defined in the Shared Services Agreement) during the term of the Shared Services Agreement to be paid in monthly installments each month in arrears no later than the tenth calendar day of each month based upon Curbline’s Gross Revenue for the prior month. There is no separate fee paid by the Company in connection with the provision of services by the Operating Partnership or its affiliates under the Shared Services Agreement. Unless terminated earlier, the term of the Shared Services Agreement will expire on October 1, 2027. In the event of certain early terminations of the Shared Services Agreement, the Company will be obligated to pay a termination fee to the Operating Partnership equal to $2.5 million multiplied by the number of whole or partial fiscal quarters remaining in the Shared Services Agreement’s three-year term (or $12.0 million in the event the Company terminates the agreement for convenience on October 1, 2026).
Previous wording
Transaction and investment highlights during 2024, in addition to the Curbline spin-off, include the following:
Current wording
Transaction and investment highlights during 2025, include the following:
Previous wording
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”). The Company used proceeds from the closing together with cash on hand from asset sales to repay its outstanding senior unsecured indebtedness as described below and to capitalize Curbline.
Current wording
Repaid the remaining $64.0 million balance in December 2025 on the cross-collateralized mortgage facility provided by affiliates of Atlas SP Partners, L.P. and Athene Annuity and Life Company Mortgage Facility in August 2024 (the “Mortgage Facility”) and
Previous wording
Signed new leases and renewals for approximately 0.7 million square feet of GLA on a pro rata basis;
Current wording
Signed new leases and renewals for approximately 0.5 million square feet of GLA on a pro rata basis;
Previous wording
Achieved blended lease spreads of 7.8% at the Company’s pro rata share;
Current wording
For the comparable leases executed and renewed, achieved blended lease spreads of 1.8% at the Company’s pro rata share;
Previous wording
Total annualized base rent per occupied square foot on a pro rata basis increased to $19.64 at December 31, 2024, as compared to $19.42 at December 31, 2023, primarily due to an increase in occupancy of small shop space and rent increases and
Current wording
Total portfolio average annualized base rent per occupied square foot on a pro rata basis increased to $22.61 at December 31, 2025, as compared to $19.64 at December 31, 2024, due to transactional activity and the remaining mix of properties and
Previous wording
The Company believes that its shopping center portfolio is well positioned, as evidenced by its recent leasing activity, historical property income growth and consistent growth in average annualized base rent per occupied square foot. The Company executed new leases and renewals aggregating approximately 0.7 million square feet of space on a pro rata basis for the year ended December 31, 2024. At December 31, 2024 and 2023, the shopping center portfolio occupancy, on a pro rata basis, was 90.6% and 89.5%, respectively, and the total portfolio average annualized base rent, on a pro rata basis, was $19.64 and $19.42, respectively. Historical occupancy has generally ranged from 89% to 94% over the last 10 years. The weighted-average cost of tenant improvements and lease commissions estimated to be incurred over the expected lease term for new leases executed during the years ended December 31, 2024 and 2023, on a pro rata basis, was $6.85 and $4.74 per rentable square foot, respectively. The Company generally does not expend a significant amount of capital on lease renewals. The comparability of period-over-period operating metrics has been increasingly impacted by the level and composition of the Company’s disposition activities.
Current wording
The comparability of year-over-year operating metrics has been increasingly impacted by the level and composition of the Company’s disposition activities and the reduced size of the Company’s portfolio.
Previous wording
The Company continued to see strong renewals for its space in 2024 from a combination of both national and local retailers. Although certain retailers announced bankruptcies and/or store closures in 2024 other retailers, specifically those in the value and convenience category, continue to expand their store fleets and launch new concepts. As a result, the Company believes that its prospects to backfill spaces vacated by bankrupt or non-renewing tenants are generally good, though such re-tenanting efforts will likely require additional capital expenditures and opportunities to lease any vacant theater spaces that may arise may be more limited. Many of the Company’s largest tenants, including TJX Companies, Dick’s Sporting Goods, Ross and Burlington, remain well positioned with access to capital and have outperformed other retail categories on a relative basis.
Current wording
The Company continued to enter into new leases and lease renewals in 2025 with a combination of national and local retailers. Although certain retailers announced bankruptcies and/or store closures in 2025, other retailers, specifically those in the value and convenience category, continued to expand their store fleets. As a result, the Company believes that its prospects to backfill spaces vacated by bankrupt or non-renewing tenants are generally good, however, in recent years, the Company has often elected not to pursue replacement tenants for vacant space as potential buyers have often expressed a preference for acquiring properties with lease-up opportunities. The Company currently has seven movie theaters in its portfolio. Opportunities to re-tenant any vacant theater spaces that may arise may be more limited and would likely require significant capital expenditures.
Previous wording
The following table lists the Company’s tenants that equal or exceed 1.5% of the Company’s aggregate annualized shopping center base rental revenue and the respective Company-owned shopping center GLA as of December 31, 2024, for the following (1) the wholly-owned properties and the Company’s proportionate share of unconsolidated joint venture properties combined, (2) the wholly-owned properties and (3) the unconsolidated joint ventures presented at 100%:
Current wording
The following table lists the Company’s tenants that exceed 1.5% of the Company’s aggregate annualized shopping center base rental revenue and the respective Company-owned shopping center GLA as of December 31, 2025, for the following (1) the wholly-owned properties and the Company’s proportionate share of unconsolidated joint venture properties combined, (2) the wholly-owned properties and (3) the unconsolidated joint ventures presented at 100%:
Previous wording
Includes Dick’s Sporting Goods and Golf Galaxy
Current wording
Includes Dick’s Sporting Goods, Going Going Gone and Golf Galaxy
Previous wording
The Company leased approximately 1.3 million square feet (0.7 million square feet at the Company’s share) of GLA in 2024 in its wholly-owned and joint venture portfolios, composed of 19 new leases and 90 renewals, for a total of 109 leases executed in 2024. At December 31, 2024, the Company had 68 leases expiring in 2025 with an average base rent per square foot of $23.46 on a pro rata basis. For the comparable leases executed in 2024, at the Company’s interest, the Company generated positive cash leasing spreads of 14.2% for new leases and 7.4% for renewals, or 7.8% on a blended basis. Cash leasing spreads are a key metric in real estate, representing the percentage increase of the tenant’s annual base rent in the first year of the newly executed or renewal lease, over the annual base rent applicable to the final year of the previous lease term, though leasing spreads exclude consideration of the amount of capital expended in connection with new leasing activity and exclude properties in redevelopment. The Company’s cash leasing spread calculation includes only those deals that were executed within one year of the date the prior tenant vacated, in addition to other factors that limit comparability, and as a result, is a good benchmark to compare the average annualized base rent of expiring leases with the comparable executed market rental rates.
Current wording
The Company leased approximately 1.0 million square feet (0.5 million square feet at the Company’s share) of GLA in 2025 in its wholly-owned and joint venture portfolios, composed of 17 new leases and 64 renewals, for a total of 81 leases executed in 2025. At December 31, 2025, the Company had 65 leases expiring in 2026 (excluding ground leases) with an average base rent per square foot of $22.14 on a pro rata basis. For the comparable leases executed in 2025, at the Company’s interest, the Company generated cash leasing spreads of (17.6)% for three new leases and 2.5% for 64 renewals, or 1.8% on a blended basis. Cash leasing spreads are a key metric in real estate, representing the percentage increase of the tenant’s annual base rent in the first year of the newly executed or renewal lease, over the annual base rent applicable to the final year of the previous lease term, though leasing spreads exclude consideration of the amount of capital expended in connection with new leasing activity and exclude properties in redevelopment. The Company’s cash leasing spread calculation includes only those deals that were executed within one year of the date the prior tenant vacated, in addition to other factors that limit comparability, and as a result, is a good benchmark to compare the average annualized base rent of expiring leases with the comparable executed market rental rates.
Previous wording
For new leases executed during 2024, the Company expended a weighted-average cost of tenant improvements and lease commissions estimated at $6.85 per rentable square foot, on a pro rata basis, over the lease term, as compared to $4.74 per rentable square foot in 2023. The Company generally does not expend a significant amount of capital on lease renewals.
Current wording
For new leases executed during 2025, the Company expended a weighted-average cost of tenant improvements and lease commissions estimated at $6.26 per rentable square foot, on a pro rata basis, over the lease term, as compared to $6.85 per rentable square foot in 2024. The Company generally does not expend a significant amount of capital on lease renewals.
Previous wording
For the year ended December 31, 2024, the increase in net income attributable to common shareholders, as compared to the prior year, was primarily the result of higher gains on dispositions of real estate and an increase in interest income, partially offset by the impact of net property dispositions, the write-off of fees related to the Mortgage Commitment (defined below), debt extinguishment costs, and impairment charges. The decrease in Funds from Operations (“FFO”) attributable to common shareholders was primarily the result of the impact of net property dispositions and debt extinguishment costs, partially offset by increased interest income. The decrease in Operating FFO attributable to common shareholders generally was due to the impact of net property dispositions, partially offset by increased interest income.
Current wording
For the year ended December 31, 2025, the decrease in net income attributable to common shareholders, as compared to the prior year, was primarily the result of lower gain on disposition of real estate recognized in 2025, the net impact of property sales, lower interest income and an increase in impairment charges, partially offset by no preferred dividend expense and lower general and administrative costs, debt extinguishment costs and interest expense. The decrease in Funds from Operations (“FFO”) attributable to common shareholders was primarily the result of the impact of net property dispositions and lower interest income, partially offset by no preferred dividend expense and lower general and administrative costs, interest expense and debt extinguishment costs. The decrease in Operating FFO attributable to common shareholders generally was due to the impact of net property dispositions and lower interest income, partially offset by lower general and administrative costs and interest expense.
Previous wording
Measurement of Fair Value
Current wording
Impairment Assessment and Measurement of Fair Value
Previous wording
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.
Current wording
An asset with impairment indicators is considered impaired when the undiscounted future cash flows are not sufficient to recover the asset’s carrying value. If an asset’s carrying value is not recoverable, an impairment loss is recognized based on the excess of the carrying amount of the asset over its fair value. Estimated fair value may be based on discounted future cash flows utilizing appropriate discount and capitalization rates, future market rental rates and, in addition to available market information, third-party appraisals, broker selling estimates or sale agreements under negotiation. The Company reviews its individual real estate assets, including undeveloped land and construction in progress, and intangibles for potential impairment indicators whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Impairment indicators are primarily related to changes in estimated hold periods and significant, prolonged decreases in projected cash flows; however, other impairment indicators could occur.
Previous wording
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.
Current wording
Impairment indicators related to significant decreases in cash flows may be caused by declines in occupancy, projected losses on potential future sales, market factors, significant changes in projected development costs or completion dates and sustainability of development projects. For certain assets, this may require us to reevaluate the hold period required to recover the asset’s carrying value based on updated undiscounted cash flow estimates and involves reconsideration of our hold period based of our ability and intent to hold the asset. The determination of anticipated undiscounted cash flows in these situations is inherently more subjective, requiring significant estimates made by management, and considers the most likely expected course of action at the balance sheet date based on current plans and intended holding periods.
Previous wording
The valuation of real estate assets for impairment is determined using widely accepted valuation techniques including the income capitalization approach or discounted cash flow analysis on the expected cash flows of each asset considering prevailing market capitalization rates, analysis of recent comparable sales transactions, actual sales negotiations, bona fide purchase offers received from third parties and/or consideration of the amount that currently would be required to replace the asset, as adjusted for obsolescence. In general, the Company utilizes a valuation technique that is based on the characteristics of the specific asset when measuring fair value of an investment. However, a single valuation technique is generally used for the Company’s property type. The significant assumptions include market rental rates, estimated down-time and capitalization rates used in the income capitalization valuation, as well as the projected property net operating income. Valuation of real estate assets is calculated based on market conditions and assumptions made by management at the measurement date, which may differ materially from actual results if market conditions or the underlying assumptions change.
Current wording
The valuation of real estate assets for impairment is determined using widely accepted valuation techniques including the indicative bid, the income capitalization approach or the discounted cash flow analysis. In general, the Company utilizes a valuation technique that is based on the characteristics of the specific asset when measuring fair value of an investment. However, a single valuation technique is generally used for the Company’s property type. Fair value measurements based upon an indicative bid are developed by third-party sources (including offers and comparable sales values) and are subject to the Company’s corroboration for reasonableness. The significant assumptions used in the discounted cash flow technique are discount rates and terminal capitalization rates. The significant assumption used in the income capitalization approach is market capitalization rates. Valuation of real estate assets is calculated based on market conditions and assumptions made by management at the measurement date, which may differ materially from actual results if market conditions or the underlying assumptions change.
Previous wording
The spin-off of Curbline Properties in October 2024 represented a strategic shift in the Company’s business and, as such, the Curbline properties are reflected in the financial results as discontinued operations for all periods presented. For the comparison of the Company’s 2024 performance to 2023 and comparison of the Company’s 2023 performance to 2022 presented below, consolidated shopping center properties owned as of January 1, 2023 and January 1, 2022, respectively, are referred to herein as the “Comparable Portfolio Properties.”
Current wording
The spin-off of Curbline Properties in October 2024 represented a strategic shift in the Company’s business and, as such, the Curbline properties are reflected in the financial results as discontinued operations for the year ended December 31, 2024. For the comparison of the Company’s 2025 performance to 2024 presented below, consolidated shopping center properties owned as of January 1, 2024 are referred to herein as the “Comparable Portfolio Properties.” The discussion of the Company’s 2024 performance compared to 2023 performance is set forth in “Results of Operations” included in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Previous wording
The increase in Comparable Property Portfolio is due to higher occupancy and annualized base rent per occupied square foot. At December 31, 2024 and 2023, the Comparable Properties consisted of 22 wholly-owned properties as of each balance sheet date that had an aggregate occupancy rate of 90.6% and 89.5% and an average annualized base rent per occupied square foot of $19.81 and $19.63, respectively.
Current wording
At December 31, 2025 and 2024, the Company owned eight and 22 wholly-owned properties as of each balance sheet date that had an aggregate occupancy rate of 83.7% and 90.6% and an average annualized base rent per occupied square foot of $25.99 and $19.81, respectively. The decrease in occupancy rate and increase in average annualized base rent per occupied square foot was due to a combination of transactional activity and the mix of properties sold and overall decreases in occupancy.
Previous wording
Recoveries from tenants were approximately 73.5% and 78.7% of operating expenses and real estate taxes for the years ended December 31, 2024 and 2023, respectively. The decrease in the recovery percentage primarily was due to a combination of transactional activity and the mix of properties sold.
Current wording
Recoveries from tenants were approximately 65.8% and 80.4% of operating expenses and real estate taxes for the years ended December 31, 2025 and 2024, respectively. The decrease in the recovery percentage was due to a combination of transactional activity, the mix of properties sold, overall decreases in occupancy rate and the weighting of the remaining properties that have certain tenant recovery exclusions.
Previous wording
(B) Fee and Other Income was primarily earned from the Company’s unconsolidated joint ventures and Curbline Properties. The decrease primarily relates to lower fee revenue from joint ventures as a result of asset sales. The components of Fee and Other Income are presented in Note 1, “Summary of Significant Accounting Policies—Fee and Other Income,” to the Company’s consolidated financial statements included herein. Decreases in the number of assets under management will impact the amount of revenue recorded in future periods. The Company’s joint venture partners may also elect to terminate their joint venture arrangements with the Company in connection with a change in investment strategy or otherwise. See “— Sources and Uses of Capital” included elsewhere herein.
Current wording
For the year ended December 31, 2025, Fee and Other Income included $8.4 million of other property revenues in conjunction with the resolution of the condemnation proceedings with the State of Florida relating to business damages and compensation for land taken in 2022 at the Shoppes at Paradise Pointe. Otherwise, Fee and Other Income was primarily earned from the Company’s unconsolidated joint ventures and Curbline Properties. The components of Fee and Other Income are presented in Note 1, “Summary of Significant Accounting Policies—Fee and Other Income,” to the Company’s consolidated financial statements included herein. Decreases in the number of assets under management will impact the amount of revenue recorded in future periods. The Company or its joint venture partner may also elect to terminate the DTP joint venture in connection with the Company’s strategy to monetize the value of its investment. See “— Sources and Uses of Capital” included elsewhere herein.
Previous wording
The decrease in depreciation for the Comparable Portfolio Properties in 2024 vs. 2023 was primarily due to the impact of acceleration of depreciation related to terminations and write-off of intangibles in 2023.
Current wording
The decrease in depreciation for the Comparable Portfolio Properties was primarily due to the impact of certain tenant improvements and intangibles having been fully depreciated in 2024.
Previous wording
There were $66.6 million of impairment charges recorded for the year ended December 31, 2024, triggered by changes in hold period assumptions. For the year ended December 31, 2022, the $2.5 million impairment charge resulted from a tenant exercising a fixed-price purchase option on their building pursuant to the lease agreement. Impairment charges are presented in Note 11, “Impairment Charges,” to the Company’s consolidated financial statements included herein.
Current wording
There were $114.1 million and $66.6 million of impairment charges recorded for the years ended December 31, 2025 and 2024, respectively, triggered by changes in hold period assumptions. Impairment charges are presented in Note 10, “Impairment Charges,” to the Company’s consolidated financial statements included herein.
Previous wording
General and administrative expenses for 2023 included costs related to a May 2023 restructuring plan, which included a voluntary retirement offer and other costs to align the Company’s cost structure and technology platform with current and future expected operations and resulted in charges to general and administrative costs of $5.0 million for the year ended December 31, 2023. The Company continues to expense certain internal leasing salaries, legal salaries and related expenses associated with leasing and re-leasing of existing space.
Current wording
The decrease in general and administrative expenses was primarily due to the transition of employment of several former employees to Curbline Properties and its affiliates on October 1, 2024. The Company continues to expense certain internal leasing salaries, legal salaries and related expenses associated with leasing and re-leasing of existing space.
Previous wording
In 2024, the Company simplified its debt structure. As of December 31, 2024, the Company’s consolidated indebtedness consisted of two outstanding mortgages (the Mortgage Facility and a mortgage loan encumbering Nassau Park Pavilion) with an aggregate outstanding balance of $306.8 million, a weighted-average interest rate (based on contractual rates excluding amortization of debt issuance costs) of 6.9% and a weighted-average maturity (prior to exercise of applicable extension options) of 2.4 years. The weighted-average interest rate (based on contractual rates and excluding amortization of debt issuance costs) was 4.3% and 4.1% at December 31, 2023 and 2022, respectively. At December 31, 2023, the weighted-average maturity (without extensions) was 2.5 years. Interest costs capitalized in conjunction with redevelopment projects were $0.6 million, $1.2 million and $1.1 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Current wording
As of December 31, 2025 the Company had no outstanding indebtedness. As of December 31, 2024, the Company’s consolidated indebtedness consisted of the Mortgage Facility and a mortgage loan encumbering Nassau Park Pavilion with an aggregate outstanding balance of $306.8 million, a weighted-average interest rate (based on contractual rates excluding amortization of debt issuance costs) of 6.9% and a weighted-average maturity (prior to exercise of applicable extension options) of 2.4 years. Interest costs capitalized in conjunction with redevelopment projects were $0.1 million and $0.6 million for the years ended December 31, 2025 and 2024, respectively.
Previous wording
In 2024, related primarily to the write off of loan costs and commitment fees and payment of debt extinguishment costs due to the termination of the Mortgage Commitment ($21.2 million), the Revolving Credit Facility ($3.9 million), redemption of the Senior Notes ($6.7 million), pay-off of the Term Loan ($0.9 million) and the release of properties from the Mortgage Facility ($10.1 million).
Current wording
In 2025, consisted of write-offs of loan costs and payments of debt extinguishment costs due to the release of sold properties from the Mortgage Facility ($3.3 million) and the mortgage loan encumbering Nassau Park Pavilion as well as a make whole premium payment ($7.0 million). In 2024, primarily related to the write-offs of loan costs and commitment fees and payment of debt extinguishment costs due to the termination of a mortgage financing commitment ($21.2 million), a revolving credit facility ($3.9 million), redemption of certain senior unsecured notes ($6.7 million), pay-off of a term loan ($0.9 million) and the release of properties from the Mortgage Facility ($10.1 million).
Previous wording
Related to the repurchase of a portion of the Senior Notes for total cash consideration, including expenses, of $87.1 million and the write-off of a fair value discount.
Current wording
Related to the prior year repurchase of senior unsecured notes due in 2025, 2026 and 2027 for total cash consideration, including expenses, of $87.1 million and fair value discount write-off.
Previous wording
Derivative mark-to-market impact related to the partial hedge on the potential interest rate impact to yield maintenance premiums on the Senior Notes. The hedge was terminated in conjunction with the redemption of the Senior Notes and the Company received a cash payment of $1.3 million in 2024.
Current wording
In 2024, derivative mark-to-market impact related to the partial hedge on the potential interest rate impact to yield maintenance premiums on outstanding senior unsecured notes. The hedge was terminated in conjunction with the redemption of certain senior unsecured notes and the Company received a cash payment of $1.3 million in 2024.
Previous wording
In 2024, primarily consists of transactions costs for abandoned deals and an adjustment to reflect the fair value of services received and provided to Curbline Properties under the Shared Services Agreement.
Current wording
Primarily consists of transaction costs for abandoned deals and the adjustment to reflect the fair value of services provided to Curbline Properties relative to the fees and fair value of services received from Curbline under the Shared Services Agreement. The increase is due to the Shared Services Agreement being in place for a full year in 2025.
Previous wording
The reduction in income is the result of gains recognized in 2023 from joint venture asset sales. At December 31, 2024, 2023 and 2022 the Company had an economic investment in unconsolidated joint ventures which owned 11, 13 and 18 shopping center properties, respectively. Joint venture property sales could significantly impact the amount of income or loss recognized in future periods. See Note 3, “Investments in and Advances to Joint Ventures,” in the Company’s consolidated financial statements included herein.
Current wording
At December 31, 2025 and 2024, the Company had an economic investment in two unconsolidated joint ventures which owned 11 shopping center properties. The termination of joint ventures and joint venture property sales could significantly impact the amount of income or loss recognized in future periods. See Note 2, “Investments in and Advances to Joint Ventures,” in the Company’s consolidated financial statements included herein.
Previous wording
In 2022, the Company acquired its joint venture partner’s 80% equity interest in one asset owned by the DDRM Joint Venture 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.
Current wording
In 2024, the Company acquired its partner’s 80% interest in one asset previously owned by DDRM Properties Joint Venture (Meadowmont Village, Chapel Hill, North Carolina) for $35.4 million and stepped up its 20% interest due to change in control.
Previous wording
The Company sold 40 and 17 wholly-owned shopping centers (excluding certain convenience parcels that were retained and later included in the spin-off of Curbline Properties) in 2024 and 2023, respectively. In addition, one land parcel was also sold in 2024. Five wholly-owned shopping centers and land parcels were sold in 2022. See “— Sources and Uses of Capital” included elsewhere herein.
Current wording
The Company sold 14 and 40 wholly-owned shopping centers (excluding certain convenience parcels that were retained and later included in the spin-off of Curbline Properties on October 1, 2024) in 2025 and 2024, respectively. In addition, one land parcel was also sold in 2024. See “— Sources and Uses of Capital” included elsewhere herein.
Previous wording
The decrease in 2024 as compared to 2023 is due to the fact that 2024 results are through the spin-off date as compared to a full year in 2023 as well as $30.7 million in transactions costs related to the spin-off of Curbline Properties. The increase in 2023 as compared to 2022 was due to properties acquired during 2023 and 2022 which were included in the spin-off.
Current wording
2024 results are through the spin-off date and include $30.7 million in transactions costs related to the spin-off of Curbline Properties.
Previous wording
The increase in net income in 2024 attributable to SITE Centers, as compared to the prior-year period, was primarily attributable to the higher gain on disposition of real estate recognized in 2024 and interest income partially offset by impairment charges, debt extinguishment costs and the net impact of property sales. The increase in net income attributable to SITE Centers in 2023, as compared to the prior-year period was primarily attributable to the higher gain on disposition of real estate recognized in 2023, base rent growth, the write-off of below market lease intangibles and the net impact of property acquisitions, partially offset by lower joint venture management fees, higher interest expense, higher depreciation expense and separation and charges included within general and administrative expenses related to the restructuring plan initiated in May 2023.
Current wording
The decrease in net income in 2025 attributable to SITE Centers, as compared to the prior-year period, was primarily attributable to the lower gain on disposition of real estate recognized in 2025, the net impact of property sales, lower interest income and an increase in impairment charges, partially offset by no preferred dividend expense and lower general and administrative costs, debt extinguishment costs and interest expense.
Previous wording
The Company believes that certain charges, income and gains recorded in its operating results are not comparable or reflective of its core operating performance. Operating FFO is useful to investors as the Company removes non-comparable charges, income and gains to analyze the results of its operations and assess performance of the core operating real estate portfolio. As a result, the Company also computes Operating FFO and discusses it with the users of its financial statements, in addition to other measures such as net income (loss) determined in accordance with GAAP and FFO. Operating FFO is generally defined and calculated by the Company as FFO excluding certain charges, income and gains/losses that management believes are not comparable and indicative of the results of the Company’s operating real estate portfolio. Such adjustments include write-off of preferred share original issuance costs, gains/losses on the early extinguishment of debt, certain transaction fee income, transaction costs and other restructuring type costs, including employee separation costs. The disclosure of these adjustments is regularly requested by users of the Company’s financial statements.
Current wording
The Company believes that certain charges, income and gains recorded in its operating results are not comparable or reflective of its core operating performance. Operating FFO is useful to investors as the Company removes non-comparable charges, income and gains to analyze the results of its operations and assess performance of the core operating real estate portfolio. As a result, the Company also computes Operating FFO and discusses it with the users of its financial statements, in addition to other measures such as net income (loss) determined in accordance with GAAP and FFO. Operating FFO is generally defined and calculated by the Company as FFO excluding certain charges, income and gains/losses that management believes are not comparable and indicative of the results of the Company’s operating real estate portfolio. Such adjustments include write-off of preferred share original issuance costs, condemnation revenue, gains/losses on the early extinguishment of debt, certain transaction fee income, transaction costs and other restructuring type costs, including employee separation costs. The disclosure of these adjustments is regularly requested by users of the Company’s financial statements.
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Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
Company’s operating performance. The Company believes that to further understand its performance, FFO and Operating FFO should be compared with the Company’s reported net income (loss) and considered in addition to cash flows determined in accordance with GAAP, as presented in its consolidated financial statements. Reconciliations of these measures to their most directly comparable GAAP measure of net income (loss) have been provided below.
Current report — wording carried from elsewhere
The Company believes it has sufficient liquidity to operate its business at this time.
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
Services Agreement’s three-year term (or $12.0 million in the event the Company terminates the agreement for convenience on its second anniversary).
Previous report — wording carried elsewhere
Additionally, the Company provides no assurances that these charges, income and gains are non-recurring. These charges, income and gains could be reasonably expected to recur in future results of operations.
Previous report — wording carried elsewhere
In the fourth quarter of 2024, the Company redeemed all of its Class A Preferred Shares at a redemption price of $500.00 per Class A Preferred Share (or $25.00 per depositary share) plus accrued and unpaid dividends of $3.6302 per Class A Preferred Share (or $0.1815 per depositary share). The Company recorded a charge of $6.2 million to net income attributable to common shareholders, which represents the difference between the redemption price and the carrying amount immediately prior to redemption, which was recorded to additional paid-in capital upon original issuance.
Previous report — wording carried elsewhere
GLA excludes some square footage relating to convenience parcels retained by the Company at the time of the sale and subsequently included in the spin-off of Curbline Properties.