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SITE Centers Corp.

For the period ended Sep 30, 2026. Filed Nov 2, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 2, 2026

SITC$0.67-81.3%Stored close · as of Nov 6, 2026

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Notes to Consolidated Financial Statements

Nature of Business and Financial Statement Presentation

Nature of Business

The Company is a self-administered and self-managed Real Estate Investment Trust (“REIT”). As of September 30, 2026, the Company’s portfolio consisted of 12 retail centers (including 10 shopping centers owned through the Dividend Trust Portfolio (“DTP”), an unconsolidated joint venture), comprising approximately 3.7 million square feet of gross leasable area (“GLA”) (wholly-owned and joint venture). In addition, as of September 30, 2026, the Company ownedtwo adjacent office buildings located in Beachwood, Ohio, totaling approximately 339,000 square feet of GLA (approximately 217,000 leasable square feet), a portion of which serves as the Company’s headquarters. Unless otherwise provided, references herein to the Company or SITE Centers include SITE Centers Corp. and its wholly-owned subsidiaries.

Use of Estimates in Preparation of Financial Statements

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

Unaudited Interim Financial Statements

These financial statements have been prepared by the Company in accordance with GAAP for interim financial information and the applicable rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all information and footnotes required by GAAP for complete financial statements. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the results of the periods presented. The results of operations for the three and nine months ended September 30, 2026 and 2025 are not necessarily indicative of the results that may be expected for the full year. These consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Principles of Consolidation

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

Disposition of Real Estate

For the three and nine months ended September 30, 2026, the Company received gross sales price of $19.9 million and $155.4 million from the sale of a land parcel andtwo andsix wholly-owned shopping centers resulting in a gain on disposition of $1.9 million and $12.4 million, respectively. In addition, in January 2026, the Company sold its partnership interests in the RVIP IIIB joint venture that owned Deer Park Town Center to the Company’s joint venture partner for approximately $20.8 million prior to closing costs, resulting in a gain of $20.0 million.

For the three and nine months ended September 30, 2025, the Company received gross sales price of$277.2 million and $372.5 million from the sale offour andsix wholly-owned shopping centers resulting in a gain on disposition of $108.2 million and $159.7 million, respectively. In addition, during the nine months ended September 30, 2025, the Company recorded $8.4 million of other property revenues in conjunction with the resolution of a condemnation proceeding with the State of Florida relating to business damages and compensation for land taken in 2022 at the Shoppes at Paradise Pointe.

Reclassifications

Certain prior period amounts reported have been reclassified to conform with current year presentation.

Fair Value Measurement

The carrying amounts reported in the Company’s consolidated balance sheets for Cash and Cash Equivalents, Restricted Cash, Accounts Receivable, Accounts Payable and Other Liabilities approximated fair value because of their short-term maturities.

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

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

Nine Months
Ended September 30,
20262025
Accounts payable related to construction in progress$—$0.9

Segments

The Company has asingle operating segment. The Company’s shopping centers have common characteristics and are managed on a consolidated basis. The Company does not differentiate among properties on a geographical basis or any other basis for purposes of allocating resources or capital. The Company’s Chief Operating Decision Maker (“CODM”) may review operational and financial data on an ad-hoc basis at a property level. The CODM assesses performance for the segment and decides how to allocate resources based on net income as reported on the Company’s consolidated statements of operations. In addition, the CODM uses net operating income (“NOI”) as a supplemental measure to evaluate and assess the performance of the Company’s operating portfolio. NOI is defined as property revenues less property-related expenses and excludes depreciation and amortization expense, joint venture equity and fee income, interest income and expenses and corporate level transactions. The CODM uses net income and NOI to monitor budget versus actual results in assessing the performance of the Company’s properties to guide decisions regarding timing of property sales and payment of dividends. The CODM reviews significant expenses associated with the Company’s single reportable operating segment which are presented in the Company’s consolidated statements of operations. The measure of segment assets is reported in the Company’s consolidated balance sheets as total consolidated assets.

Recently Issued Accounting Standards

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

Investments in and Advances to Joint Ventures

At September 30, 2026 and December 31, 2025, the Company had ownership interests in unconsolidated joint ventures that had investments in ten and 11 shopping center properties, respectively. Condensed combined financial information of the Company’s unconsolidated joint ventures is as follows (in thousands):

September 30, 2026December 31, 2025
Condensed Combined Balance Sheets
Land$148,968$159,567
Buildings418,599497,973
Fixtures and tenant improvements45,03170,903
612,598728,443
Less: Accumulated depreciation(128,585)(190,020)
484,013538,423
Construction in progress and land6115
Real estate, net484,074538,438
Cash and restricted cash21,62928,254
Receivables, net8,23310,497
Other assets, net6,9188,837
$520,854$586,026
Mortgage debt$372,083$429,196
Amounts payable to SITE Centers1,5911,846
Other liabilities25,03131,577
398,705462,619
Accumulated equity122,149123,407
$520,854$586,026
Company's share of accumulated equity$24,429$23,306
Basis differentials(560)2,524
Amounts payable to the Company1,5911,846
Investments in and advances to joint ventures$25,460$27,676
Three Months · Nine Months
Ended September 30,Ended September 30,
2026202520262025
Condensed Combined Statements of Operations
Revenues from operations$16,464$19,545$49,731$61,099
Expenses from operations:
Operating expenses4,0154,82412,48614,910
Depreciation and amortization4,8996,82615,81319,210
Interest expense7,1378,15221,39224,240
Other expense, net1,0681,3823,5014,164
17,11921,18453,19262,524
Loss before gain on disposition of real estate(655)(1,639)(3,461)(1,425)
Gain on disposition of real estate, net———1
Loss attributable to unconsolidated joint ventures$(655)$(1,639)$(3,461)$(1,424)
Company's share of equity in net loss of joint ventures$(131)$(483)$(700)$(481)
Basis differential adjustments(A)(16)(16)(48)(47)
Equity in net loss of joint ventures$(147)$(499)$(748)$(528)

(A)

The difference between the Company’s share of net (loss) income, as reported above, and the amounts included in the Company’s consolidated statements of operations is attributable to the amortization of basis differentials.

Revenues earned by the Company for providing asset management and property management to the Company’s unconsolidated joint ventures were$1.1 million and $3.4 million for the three and nine months ended September 30, 2026, respectively, and $1.2 million and $3.6 million for the three and nine months ended September 30, 2025, respectively.

Other Assets and Intangibles, net

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

Asset · Accumulated Amortization · Net
Intangible assets, net:
In-place leases$1,964$(1,798)$166
Above-market leases100(79)21
Lease origination costs415(396)19
Tenant relationships———
Total intangible assets, net2,479(2,273)206
Operating lease ROU assets3,823
Other assets:
Prepaid expenses2,472
Other assets718
Deposits1,535
Total other assets, net$8,754
Liability · Accumulated Amortization · Net
Below-market leases(A)$1,370$(294)$1,076

(A)

Includes $0.9 million related to a below-market lease for the Company’s Beachwood headquarters included in the Shared Services Agreement with Curbline Properties (Note 6).

Asset · Accumulated Amortization · Net
Intangible assets, net:
In-place leases$16,472$(12,209)$4,263
Above-market leases510(290)220
Lease origination costs2,091(1,748)343
Tenant relationships11,339(8,658)2,681
Total intangible assets, net30,412(22,905)7,507
Operating lease ROU assets14,700
Other assets:
Prepaid expenses3,837
Other assets737
Deposits1,812
Total other assets, net$28,593
Liability · Accumulated Amortization · Net
Below-market leases$6,613$(1,943)$4,670

Amortization for thethree and nine months ended September 30, 2026 and 2025 related to the Company’s intangibles was as follows (in thousands):

PeriodIncomeExpense
Three months ended September 30, 2026$15$29
Three months ended September 30, 2025123598
Nine months ended September 30, 2026135486
Nine months ended September 30, 20254292,070

Real Estate and Other Assets Held for Sale

As of September 30, 2026, the Company hadone asset (The Maxwell, Chicago, Illinois) classified as held for sale. This asset was sold on October 1, 2026, for a gross sales price of $15.3 million (Note 9). The Company classifies properties as held for sale when executed contract contingencies have been satisfied, which signifies that the parties are fully obligated to consummate the sale transaction.

The following table presents the assets and liabilities associated with the asset held for sale (in thousands):

Assets
Land$3,822
Buildings37,817
Fixtures and tenant improvements5,491
Less: Accumulated depreciation(33,016)
Real estate, net14,114
Accounts receivable865
Other assets, net113
Assets associated with real estate assets held for sale$15,092
Accounts payable and other liabilities$1,211
Liabilities associated with real estate assets held for sale$1,211

Leases

The disaggregation of the Company’s lease income, which is included in Rental income on the Company’s consolidated statements of operations, as either fixed or variable lease income based on the criteria specified in FASB Accounting Standards Codification (“ASC”) 842, for the three and nine months ended September 30, 2026 and 2025 was as follows (in thousands):

Three Months · Nine Months
Ended September 30,Ended September 30,
2026202520262025
Rental income:
Fixed lease income(A)$3,069$17,869$14,608$63,165
Variable lease income(B)1,3236,0585,83722,448
Above-market and below-market leases amortization, net15123135429
Adjustments for potentially uncollectible revenues and disputed amounts(C)64153(21)273
Total rental income$4,471$24,203$20,559$86,315

(A)

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

(B)

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

(C)

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

Transactions with Curbline Properties

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

Separation and Distribution Agreement

The Separation and Distribution Agreement contains obligations for the Company to complete certain redevelopment projects at properties that are owned by Curbline Properties. As of September 30, 2026, such redevelopment projects were estimated to cost $6.1 million to complete, which is recorded in Amounts payable to Curbline in the Company’s consolidated balance sheets.

Shared Services Agreement

The fair value of the services provided by the Company to Curbline Properties in excess of the fees and the fair value of the services received by the Company from Curbline Properties is reflected as $1.8 million and $5.3 million of additional fee income within Fee and other income and within Other income (expense), net in the Company’s consolidated statements of operations for the three and nine months ended September 30, 2026, respectively, and $0.8 million and $2.0 million for the three and nine months ended September 30, 2025, respectively.

The Shared Services Agreement provides Curbline Properties the right to use the Company’s office space in New York, New York. This arrangement is considered an embedded lease based on the criteria specified in ASC 842. The sublease income received under the Shared Services Agreement of $0.4 million and $1.2 million is included in Rental income on the Company’s consolidated statem ents of operations for both the three and nine months ended September 30, 2026 and 2025, respectively. In September 2026, Curbline Properties agreed to terminate its use of the New York office space effective June 30, 2027.

Under the Shared Services Agreement, Curbline Properties had the option to lease a portion of the Company’s Beachwood office buildings. At the time of the separation, the Company recorded a $1.2 million below-market lease. In September 2026, the Company entered into a lease with Curbline Properties pursuant to which Curbline will lease a portion of the Beachwood office buildings commencing October 1, 2027, with annual rents of $0.2 million. The lease has a term offive years with four five-year extension options. In connection with entering into the new lease, the Curbline option under the Shared Services Agreement was terminated and the below-market lease was reduced by $0.3 million.

Summary

The Company recorded in Fee and other income on the Company’s consolidated statements of operations a cash fee of $1.4 million and $3.7 million for the three and nine months ended September 30, 2026, respectively, and $0.9 million and $2.4 million for the three and nine months ended September 30, 2025, respectively, which represents 2% of Curbline’s gross revenue and $1.8 million and $5.3 million for the three and nine months ended September 30, 2026, respectively, and $0.8 million and $2.0 million for the three and nine months ended September 30, 2025, respectively, for the incremental fair value of services provided to Curbline offset by an embedded lease charge of $0.4 million and $1.2 million for both the three and nine months ended September 30, 2026 and 2025, respectively. Amounts payable to Curbline as of September 30, 2026 and December 31, 2025, under the agreements described above, aggregated $6.5 million and $22.1 million, respectively (including obligations to complete redevelopments). Amounts receivable from Curbline as of September 30, 2026 and December 31, 2025 were $0.5 million and $0.9 million, respectively.

Impairment Charges

For the nine months ended September 30, 2026, the Company recorded impairment charges aggregating $20.5 million based on the difference between the carrying value of the assets and the estimated fair market value. The impairment charges recorded were triggered by purchase offers received.

The Company is required to assess the fair value of certain impaired consolidated investments. The valuation of impaired real estate assets is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each asset, as well as the income capitalization approach considering prevailing market capitalization rates, analysis of recent comparable sales transactions, actual sales negotiations and 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 considers multiple valuation techniques when measuring fair value of an investment. However, in certain circumstances, a single valuation technique may be appropriate.

These valuations are calculated based on market conditions and assumptions made by management at the time the valuation adjustments and impairments were recorded, which may differ materially from actual results if market conditions or the underlying assumptions change.

The following table presents information about the fair value of real estate that was impaired, and therefore, measured on a fair value basis, along with the related impairment charge for the nine months ended September 30, 2026. The table also indicates the fair value hierarchy of the valuation techniques used by the Company to determine such fair value (in millions):

Fair Value Measurements
Level 1Level 2Level 3TotalTotalImpairmentCharges
Long-lived assets held and used$—$—$30.2$30.2$20.5
Quantitative Information About Level 3 Fair Value Measurements
Fair Value at · Valuation
DescriptionSeptember 30, 2026TechniqueUnobservable InputsRange
Impairment of consolidated assets$30.2Indicative BidIndicative Bid(A)N/A

(A)

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

Earnings Per Share

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

Three Months · Nine Months
Ended September 30,Ended September 30,
2026202520262025
Numerators – Basic and Diluted
Net (loss) income$(5,394)$(6,158)$(5,760)$43,431
Earnings attributable to unvested shares—(836)(217)(1,223)
Net (loss) income after allocation to participating securities$(5,394)$(6,994)$(5,977)$42,208
Denominators – Number of Shares
Basic and Diluted—Average shares outstanding52,47552,44552,47252,442
Earnings Per Share:
Basic$(0.10)$(0.13)$(0.11)$0.80
Diluted$(0.10)$(0.13)$(0.11)$0.80

Basic average shares outstanding do not include restricted stock units (“RSUs”) representing 0.2 million and 0.3 million common shares that were not vested at September 30, 2026 and 2025, respectively. Dividend equivalents are paid on the outstanding RSUs, which makes these shares participating securities.

Common Share Dividends

The Company declareda special cash dividend of $1.00 per common share for the nine months ended September 30, 2026. The Company declaredno dividends in the three months ended September 30, 2026. The Company declared special cash dividendsof $3.25 and $4.75 per common share in the aggregate for the three and nine months ended September 30, 2025, respectively.

Subsequent Events

In October 2026, the Company soldone property (The Maxwell, Chicago, Illinois) for a gross sales price of approximately $15.3 million.

In October 2026, the Company sold its partnership interests in the Dividend Trust Portfolio joint venture for a gross sales price of approximately $32.4 million.

In October 2026, the Company declared a special cash dividend of $3.00 per common share payable to shareholders on November 5, 2026 and announced its intent to de-list its common shares from the New York Stock Exchange (“NYSE”) prior to the commencement of trading on December 4, 2026.

In October 2026, the Company entered into an agreement to sell The Blocks for a gross sales price of approximately $18.2 million. Net proceeds after credits and before adjustment for customary pro-rations and closing costs are expected to be approximately $14.6 million. The general due diligence period has expired under the sale agreement, and closing is expected to occur by the end of the fourth quarter of 2026. No assurance can be given that the counterparty will perform its obligations under the sale agreement, that closing conditions will be satisfied or that the sale will occur.

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