SITE Centers Corp. (SITC)

CIK: 0000894315. SIC: 6798 Real Estate Investment Trusts. Latest 10-K as of: 2026-02-26.

SIC breadcrumb: Finance, Insurance, And Real Estate > Holding And Other Investment Offices > SIC 6798 Real Estate Investment Trusts

SEC company page: https://www.sec.gov/edgar/browse/?CIK=894315. Latest filing source: 0001193125-26-076905.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-26. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000894315.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-07. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000894315.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001193125-26-211986.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-05-07. Report date: 2026-03-31.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) provides readers with a perspective from management on the financial condition, results of operations and liquidity of SITE Centers Corp. and its consolidated subsidiaries (collectively, the “Company” or “SITE Centers”) and other factors that may affect the Company’s future results. The Company believes it is important to read the MD&A in conjunction with its Annual Report on Form 10-K for the year ended December 31, 2025, as well as other publicly available information.

EXECUTIVE SUMMARY

The Company is a self-administered and self-managed Real Estate Investment Trust (“REIT”) in the business of owning, leasing, redeveloping and managing shopping centers. As of March 31, 2026, the Company’s portfolio consisted of 16 shopping centers (including 10 shopping centers owned through an unconsolidated joint venture). At March 31, 2026, the Company owned approximately 4.4 million square feet of gross leasable area (“GLA”) through all its shopping center properties (wholly-owned and joint venture). In addition, the Company owns two adjacent office buildings located in Beachwood, Ohio, totaling approximately 339,000 square feet of GLA, a portion of which currently serves as the Company’s headquarters.

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

Three Months

Ended March 31,

2026

2025

Net income

$

938

$

3,085

FFO

$

(1,176

)

$

16,024

Operating FFO

$

(1,884

)

$

8,282

Earnings per share – Diluted

$

0.02

$

0.06

For the three months ended March 31, 2026, the decrease in Net income, as compared to the prior-year period, primarily was the result of impairment charges and a decrease in rental income as a result of property dispositions, offset by the gain on the sale of joint venture interests, increases on gains on the disposition of real estate and interest income and decreases in interest expense, condemnation revenue and depreciation and amortization.

SITE Centers Strategy

The Company continues to pursue the marketing and sale of its remaining wholly-owned properties and the monetization of its investment in the Dividend Trust Portfolio (“DTP”) joint venture. The timing of asset sales may be impacted by general economic conditions, local conditions in the markets in which our remaining properties are situated and other property-specific considerations. The Company’s ability and timing to monetize the value of its investment in the DTP joint venture may be impacted by the degree of cooperation of the joint venture partner and the limited rights afforded the Company under the joint venture agreement (including the requirement that the Company obtain the joint venture partner’s consent to the sale of individual joint venture properties or to the Company’s sale of its interest in the joint venture). For risks related to the Company’s strategy, see Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

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

The majority of the Company’s wholly-owned retail properties are in various stages of contract negotiations or in the process of being marketed for sale, though no assurances can be given that such efforts will result in additional asset sales.

13

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 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.

Operational Accomplishments

Operational highlights for the Company through March 31, 2026, include the following:

•
Leased approximately 18,000 square feet of GLA, including one new lease and eight renewals. As of March 31, 2026, the remaining 2026 lease expirations aggregated approximately 0.2 million square feet of GLA.

•
For the comparable leases executed in the three months ended March 31, 2026, the Company generated cash lease spreads on a pro rata basis of 16.7% for new leases and 1.9% for renewals. Leasing spreads are a key metric in real estate, representing the percentage increase of rental rates on new and renewal leases over rental rates on existing leases, though leasing spreads exclude consideration of the amount of capital expended in connection with new leasing activity. The Company’s cash lease spreads 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 useful benchmark to compare the average annualized base rent of expiring leases with the comparable executed market rental rates;

•
Total portfolio average annualized base rent per square foot was $20.00 at March 31, 2026, as compared to $22.61 at December 31, 2025 and $19.75 at March 31, 2025, all on a pro rata basis, respectively;

•
The aggregate occupancy of the Company’s operating shopping center portfolio was 84.9% at March 31, 2026, as compared to 85.9% at December 31, 2025 and 89.4% at March 31, 2025, all on a pro rata basis; and

•
For new leases executed in the three months ended March 31, 2026, the Company expended a weighted-average cost of tenant improvements and lease commissions estimated at $3.53 per rentable square foot, on a pro rata basis, over the lease term, as compared to $6.26 per rentable square foot for the full year of 2025. The Company generally does not expend a significant amount of capital on lease renewals.

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.

RESULTS OF OPERATIONS

Consolidated shopping center properties owned as of January 1, 2025, are referred to herein as the “Comparable Portfolio Properties.”

Revenues from Operations (in thousands)

Three Months

Ended March 31,

2026

2025

$ Change

Rental income(A)

$

9,241

$

31,450

$

(22,209

)

Fee and other income(B)

3,775

11,173

(7,398

)

Total revenues

$

13,016

$

42,623

$

(29,607

)

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

Three Months

Ended March 31,

Contractual Lease Payments

2026

2025

$ Change

Base and percentage rental income(1)

$

6,802

$

22,755

$

(15,953

)

Recoveries from tenants(2)

2,130

8,402

(6,272

)

Uncollectible revenue(3)

36

(108

)

144

Lease termination fees, ancillary and other rental income

273

401

(128

)

Total contractual lease payments

$

9,241

$

31,450

$

(22,209

)

14

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

Increase (Decrease)

Comparable Portfolio Properties

$

(0.1

)

Disposition of shopping centers

(16.1

)

Straight-line rents

0.2

Total

$

(16.0

)

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

At March 31, 2026 and 2025, the Company owned six and 22 wholly-owned properties as of each balance sheet date that had an aggregate occupancy rate of 80.3% and 89.2% and an average annualized base rent per occupied square foot of $25.02 and $19.95, 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, the mix of properties sold and overall decreases in occupancy.

(2)
Recoveries from tenants were approximately 43.2% and 70.9% of operating expenses and real estate taxes for the three months ended March 31, 2026 and 2025, respectively. The decrease in the recovery percentage was due to a combination of transactional activity, the mix of properties sold and overall decreases in occupancy.

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

(B)
The decrease in Fee and other income primarily resulted from $8.4 million of other property revenue recorded during the three months ended March 31, 2025 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 partially offset by the increase in fees from Curbline Properties. Fee and other income is primarily earned from Curbline Properties and the Company’s unconsolidated joint ventures.

Expenses from Operations (in thousands)

Three Months

Ended March 31,

2026

2025

$ Change

Operating and maintenance(A)

$

3,293

$

7,132

$

(3,839

)

Real estate taxes(A)

1,642

4,721

(3,079

)

Impairment charges(B)

17,450

—

17,450

General and administrative

8,899

9,395

(496

)

Depreciation and amortization(A)

5,017

13,252

(8,235

)

$

36,301

$

34,500

$

1,801

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

Operating

and

Maintenance

Real Estate

Taxes

Depreciation

and

Amortization

Comparable Portfolio Properties

$

(0.1

)

$

0.1

$

(1.0

)

Disposition of shopping centers

(3.7

)

(3.2

)

(7.2

)

$

(3.8

)

$

(3.1

)

$

(8.2

)

(B)
The Company recorded $17.5 million of impairment charges for the three months ended March 31, 2026 triggered by a purchase offer received which is currently under negotiation. Impairment charges are presented in Note 6, “Impairment Charges,” to the Company’s consolidated financial statements included herein.

15

Other Income and Expenses (in thousands)

Three Months

Ended March 31,

2026

2025

$ Change

Interest expense(A)

$

—

$

(5,462

)

$

5,462

Interest income(B)

1,191

361

830

Other income (expense), net(C)

(994

)

(856

)

(138

)

$

197

$

(5,957

)

$

6,154

(A)
As of March 31, 2026, the Company had no outstanding indebtedness. As of March 31, 2025, the Company’s consolidated indebtedness consisted of a cross-collateralized mortgage facility and a mortgage loan encumbering Nassau Park Pavilion with an aggregate outstanding balance of $306.3 million and a weighted-average interest rate (based on contractual rates excluding amortization of debt issuance costs) of 6.9% per annum.

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

(C)
Primarily consists of the adjustment to re

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2026-02-26. Report date: 2025-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

EXECUTIVE SUMMARY

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

Curbline Spin-Off

In October 2023, the Company announced a plan to spin off a portfolio of convenience retail assets into a separate, publicly traded company to be named Curbline Properties Corp. (“Curbline” or “Curbline Properties”) in recognition of the distinct characteristics and opportunities within the Company’s unanchored and grocery, lifestyle and power center portfolios. Convenience

27

properties are generally positioned on the curbline of well-trafficked intersections and major vehicular corridors, offering enhanced access and visibility along with dedicated parking and often include drive-thru units. Convenience properties generally consist of a homogeneous row of primarily small-shop units leased to a diversified mixture of national and local service and restaurant tenants that cater to daily convenience trips from the growing suburban population.

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

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

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

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

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

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

The Company is also obligated to provide Curbline Properties and its affiliates with space at the Company’s offices located in Beachwood, Ohio, New York, New York and Boca Raton, Florida at no additional cost until October 1, 2027 or such earlier date as the Shared Services Agreement is terminated as a result of a change in control of Curbline Properties or a material breach by Curbline Properties and its affiliates under the Shared Services Agreement (a “Sanctioned Termination Event”). Curbline Properties and its affiliates also have an option exercisable on or prior to October 1, 2027 (or such earlier date as the Shared Services Agreement is

28

terminated pursuant to a Sanctioned Termination Event) to enter into a lease agreement for office space at the Company’s corporate headquarters location in Beachwood, Ohio for an initial five-year term at annual base rent of $8.00 per square foot with the right to extend the lease for up to four successive terms of five years each (with 10% increases in annual base rent for each extension).

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

SITE Centers Strategy

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

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

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

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

Transaction and Investment Highlights

Transaction and investment highlights during 2025, include the following:

•
Sold 14 wholly-owned shopping centers for an aggregate sales price of $752.5 million, of which a portion of was used to repay approximately $241.3 million of mortgage debt as well as a make-whole premium of approximately $7.0 million in connection with the repayment of the mortgage loan on Nassau Park Pavilion (Princeton, New Jersey);

•
Repaid the remaining $64.0 million balance in December 2025 on the cross-collateralized mortgage facility provided by affiliates of Atlas SP Partners, L.P. and Athene Annuity and Life Company Mortgage Facility in August 2024 (the “Mortgage Facility”) and

•
Paid special cash dividends of $1.50, $3.25, $1.00 and $1.00 per common share on July 15, 2025, August 29, 2025, November 14, 2025 and December 30, 2025, respectively.

29

Operational Accomplishments

Operating highlights for 2025 included:

•
Signed new leases and renewals for approximately 0.5 million square feet of GLA on a pro rata basis;

•
For the comparable leases executed and renewed, achieved blended lease spreads of 1.8% at the Company’s pro rata share;

•
Total portfolio average annualized base rent per occupied square foot on a pro rata basis increased to $22.61 at December 31, 2025, as compared to $19.64 at December 31, 2024, due to transactional activity and the remaining mix of properties and

•
Aggregate occupancy of the Company’s operating shopping center portfolio was 85.9% at December 31, 2025 on a pro rata basis compared to 90.6% at December 31, 2024. The year-over-year decrease primarily was related to the disposition of properties during the year, the remaining mix of properties and increased vacancy at the Maxwell (Chicago, Illinois).

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

Retail Environment

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

Company Fundamentals

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

At 100%

At SITE Centers’ Share

Wholly-Owned Properties

Joint Venture Properties

Tenant

% of

Shopping Center

Base Rental Revenues

% of Company-

Owned Shopping

Center GLA

% of

Shopping Center

Base Rental Revenues

% of Company-

Owned Shopping

Center GLA

% of

Shopping Center

Base Rental Revenues

% of Company-

Owned Shopping

Center GLA

The Kroger Co.(A)

9.7%

6.2%

15.9%

10.8%

0.0%

0.0%

Burlington Stores, Inc.

4.5%

3.5%

6.9%

5.4%

0.8%

1.1%

Fitness International, LLC(B)

4.2%

2.2%

6.8%

3.9%

0.0%

0.0%

Cinemark Holding, Inc.

3.6%

5.0%

5.9%

6.6%

0.0%

1.3%

AMC Entertainment Holdings, Inc.

2.9%

2.3%

0.0%

0.0%

9.1%

6.2%

Nordstrom, Inc.

2.0%

1.8%

3.3%

3.2%

0.0%

0.0%

Five Below, Inc.

2.0%

1.9%

2.6%

2.5%

1.5%

1.2%

RSG Group USA, Inc.

2.0%

1.5%

3.3%

2.6%

0.0%

0.0%

The Gap, Inc.(C)

1.8%

2.0%

0.5%

0.7%

3.4%

3.0%

DICK'S Sporting Goods, Inc.,(D)

1.7%

2.4%

0.0%

0.0%

5.4%

6.5%

Publix Super Markets, Inc.

1.6%

2.8%

2.2%

3.8%

0.8%

1.5%

(A)
Includes Harris Teeter and Mariano’s

(B)
Includes LA Fitness and Xsport Fitness

(C)
Includes Gap; Old Navy and Banana Republic

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

30

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

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

Summary—2025 Financial Results

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

For the Year Ended

December 31,

2025

2024

Net income attributable to common shareholders

$

177,861

$

516,031

FFO attributable to common shareholders

$

19,429

$

79,443

Operating FFO attributable to common shareholders

$

25,151

$

166,724

Earnings per share – Diluted

$

3.36

$

9.77

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

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

CRITICAL ACCOUNTING ESTIMATES

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

31

Real Estate and Long-Lived Assets

Impairment Assessment and Measurement of Fair Value

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

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

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

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

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

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

32

RESULTS OF OPERATIONS

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

Revenues from Operations (in thousands)

2025

2024

$ Change

Rental income(A)

$

103,590

$

269,286

$

(165,696

)

Fee and other income(B)

20,059

8,181

11,878

Total revenues

$

123,649

$

277,467

$

(153,818

)

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

Contractual Lease Payments

2025

2024

$ Change

Base and percentage rental income(1)

$

75,062

$

193,561

$

(118,499

)

Recoveries from tenants(2)

26,683

70,360

(43,677

)

Uncollectible revenue(3)

475

702

(227

)

Lease termination fees, ancillary and other rental income

1,370

4,663

(3,293

)

Total contractual lease payments

$

103,590

$

269,286

$

(165,696

)

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

Increase (Decrease)

Acquisition of shopping centers

$

0.8

Comparable Portfolio Properties

(0.6

)

Disposition of shopping centers

(116.3

)

Straight-line rents

(2.4

)

Total

$

(118.5

)

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

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

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

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

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

33

Expenses from Operations (in thousands)

2025

2024

$ Change

Operating and maintenance(A)

$

24,644

$

47,247

$

(22,603

)

Real estate taxes(A)

15,909

40,292

(24,383

)

Impairment charges(B)

114,070

66,600

47,470

General and administrative(C)

39,843

55,205

(15,362

)

Depreciation and amortization(A)

44,809

101,344

(56,535

)

$

239,275

$

310,688

$

(71,413

)

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

Operating

and

Maintenance

Real Estate

Taxes

Depreciation

and

Amortization

Acquisition of shopping centers

$

0.5

$

0.1

$

0.3

Comparable Portfolio Properties

0.3

0.6

(3.3

)

Disposition of shopping centers

(23.4

)

(25.1

)

(53.5

)

$

(22.6

)

$

(24.4

)

$

(56.5

)

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

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

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

Other Income and Expenses (in thousands)

2025

2024

$ Change

Interest expense(A)

$

(15,310

)

$

(59,463

)

$

44,153

Interest income(B)

3,772

31,620

(27,848

)

Debt extinguishment costs(C)

(10,315

)

(42,822

)

32,507

Gain on debt retirement(D)

—

1,037

(1,037

)

Loss on equity derivative instruments(E)

—

(4,412

)

4,412

Transaction costs and other expense(F)

(3,877

)

(2,184

)

(1,693

)

$

(25,730

)

$

(76,224

)

$

50,494

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

For the Year Ended December 31,

2025

2024

Weighted-average debt outstanding (in billions)

$

0.2

$

1.0

Weighted-average interest rate

5.4

%

5.3

%

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

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

34

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

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

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

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

Other Items (in thousands)

2025

2024

$ Change

Equity in net (loss) income of joint ventures(A)

$

(781

)

$

82

$

(863

)

Gain on sale and change in control of interests, net(B)

—

2,669

(2,669

)

Gain on disposition of real estate, net(C)

319,772

633,219

(313,447

)

Tax benefit (expense) of taxable REIT subsidiaries and state

   franchise and income taxes

226

(761

)

987

Income from discontinued operations(D)

—

6,060

(6,060

)

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

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

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

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

Net Income (in thousands)

2025

2024

$ Change

Net income attributable to SITE Centers

$

177,861

$

531,824

$

(353,963

)

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.

35

NON-GAAP FINANCIAL MEASURES

Funds from Operations and Operating Funds from Operations

Definition and Basis of Presentation

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

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

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

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

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

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

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

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

36

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

Reconciliation Presentation

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

For the Year Ended

December 31,

2025

2024

$ Change

FFO attributable to common shareholders

$

19,429

$

79,443

$

(60,014

)

Operating FFO attributable to common shareholders

25,151

166,724

(141,573

)

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

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

For the Year Ended December 31,

2025

2024

Net income attributable to common shareholders

$

177,861

$

516,031

Depreciation and amortization of real estate investments

40,622

97,186

Equity in net loss (income) of joint ventures

781

(82

)

Joint ventures’ FFO(A)

5,867

6,040

Discontinued operations’ depreciation and amortization of real estate investments

—

29,556

Impairment of real estate

114,070

66,600

Gain on sale and change in control of interests

—

(2,669

)

Gain on disposition of real estate, net

(319,772

)

(633,219

)

FFO attributable to common shareholders

19,429

79,443

Separation and other charges

2,922

1,709

Discontinued operations’ transaction and debt extinguishment costs

—

30,851

Transaction, debt extinguishment and other (at SITE’s share)

11,179

44,154

Write-off of preferred share original issuance costs

—

6,155

Derivative mark-to-market

—

4,412

Condemnation revenue

(8,379

)

—

Non-operating items, net

5,722

87,281

Operating FFO attributable to common shareholders

$

25,151

$

166,724

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

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

For the Year Ended December 31,

2025

2024

Net (loss) income attributable to unconsolidated joint ventures

$

(1,956

)

$

5,611

Depreciation and amortization of real estate investments

25,506

26,948

Gain on disposition of real estate, net

(369

)

(10,354

)

FFO

$

23,181

$

22,205

FFO at SITE Centers’ ownership interests

$

5,867

$

6,040

Operating FFO at SITE Centers’ ownership interests

$

5,867

$

6,229

37

LIQUIDITY, CAPITAL RESOURCES AND FINANCING ACTIVITIES

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

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

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

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

2025 Financing Activities

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

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

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

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

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

Cash Flow Activity

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

For the Year Ended December 31,

2025

2024

Cash flow provided by operating activities

$

19,613

$

112,044

Cash flow provided by investing activities

705,395

1,843,903

Cash flow used for financing activities

(669,859

)

(2,457,312

)

38

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

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

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

•
Decrease in real estate assets acquired, developed and improved of $270.7 million;

•
Decrease in proceeds from disposition of real estate and joint ventures of $1,408.6 million and

•
Decrease in distributions and repayment of advances from unconsolidated joint venture of $1.6 million.

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

•
Decreases in repayment of the Company’s term loan, the Mortgage Facility and mortgage debt of $242.1 million;

•
Decrease in payments of debt issuance costs and Curbline loan costs of $16.9 million;

•
Increase in dividends paid in 2025 of $227.7 million due to special dividends;

•
Decrease in proceeds from the Mortgage Facility of $530.0 million;

•
Decrease in the repayment of certain of the Company’s senior unsecured notes of $1,305.9 million;

•
Redemption of Class A Preferred Shares in 2024 of $175.0 million and

•
Contribution of unrestricted cash to Curbline in 2024 of $800.0 million.

Dividend Distribution

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

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

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

SITE Centers’ Equity

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

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SOURCES AND USES OF CAPITAL

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

Future Sales of Wholly-Owned Properties

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

DTP Joint Venture

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

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

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

As of December 31, 2025, the joint venture’s properties were encumbered by a mortgage loan in the aggregate principal amount of approximately $380.6 million which matures on January 11, 2029. The fixed blended interest rate applicable to the loan’s individual tranches is 6.38% per annum, subject to an increase of 5.0% per annum following the occurrence of any default. The loan is structured as an interest-only loan throughout its duration. The principal amount of the loan may be prepaid in whole or in part at any time subject to the joint venture’s payment of a spread maintenance premium equal to the greater of 1% of the amount prepaid and the present value of the monthly interest payments that would have been payable on the prepaid amount through July 2028 assuming an interest rate per annum equal to the difference between the loan’s contractual interest rate and the then applicable yield maintenance

40

treasury rate. So long as no default then exists and subject to other customary release provisions (including delivery of “REMIC” tax and legal opinions and satisfaction of certain rating agency and debt yield requirements), the joint venture may cause the lender to release individual properties from the loan’s collateral pool by prepaying 125% of the initial loan amount allocated to the released properties plus the applicable spread maintenance premium. All rents received from joint venture properties are deposited into a cash management account to which the joint venture has full access absent certain trigger events (including defaults, failure to satisfy certain debt yield requirements and key tenant bankruptcy events).

2025 Transactions Activity

Acquisitions

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

Dispositions

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

Date Sold

Property Name

City, State

Total Owned GLA

Gross

Sales Price

June 2025

The Promenade at Brentwood

Brentwood, MO

338

$

71,600

June 2025

Chapel Hills West

Colorado Springs, CO

225

23,650

July 2025

Sandy Plain Village

Roswell, GA

174

25,000

August 2025

Deer Valley Towne Center

Phoenix, AZ

152

33,725

August 2025

Winter Garden Village

Winter Garden, FL

629

165,000

September 2025

Edgewater Towne Center

Edgewater, NJ

76

53,500

November 2025

Parker Pavilions

Parker, CO

51

8,425

November 2025

Nassau Park Pavilion

Princeton, NJ

759

137,550

November 2025

Three property portfolio(A)

various

754

126,000

November 2025

Paradise Village Gateway

Phoenix, AZ

211

28,500

December 2025

Downtown Short Pump

Richmond, VA

126

31,500

December 2025

Perimeter Pointe

Atlanta, GA

360

48,000

3,855

$

752,450

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

2024 Transactions Activity

Acquisitions

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

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

Date Acquired

Property Name

City, State

Total Owned GLA

Gross

Purchase Price

April 2024

Collection at Brandon Boulevard—Ground Lease(A)

Tampa, Florida

—

$

1,000

May 2024

Meadowmont Crossing(B)

Chapel Hill, North Carolina

92

8,932

May 2024

Meadowmont Market(B)

Chapel Hill, North Carolina

45

8,784

137

$

18,716

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

(B)
Acquired from the DDRM Properties Joint Venture.

41

Dispositions

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

Date Sold

Property Name

City, State

Total Owned GLA

Gross

Sales Price

January 2024

Marketplace at Highland Village

Highland Village, Texas

207

$

42,100

January 2024

Casselberry Commons (A)

Casselberry, Florida

237

40,300

March 2024

Chapel Hills East

Colorado Springs, Colorado

225

37,000

April 2024

Cool Springs Pointe

Brentwood, Tennessee

198

34,550

April 2024

Market Square(A)

Douglasville, Georgia

117

15,600

June 2024

Johns Creek Towne Center

Suwanee, Georgia

303

58,850

June 2024

Six property portfolio(A)

Various

2,368

495,000

June 2024

Carillon Place(A)

Naples, Florida

250

54,700

June 2024

The Hub

Hempstead, New York

249

41,000

June 2024

Cumming Marketplace (Lowe's parcel)

Cumming, Georgia

135

17,200

June 2024

Belgate Shopping Center

Charlotte, North Carolina

269

47,250

July 2024

Two property portfolio(A)

Cumming, Georgia

406

67,530

July 2024

Midway Plaza (A)

Tamarac, Florida

218

36,425

July 2024

Bandera Pointe(A)

San Antonio, Texas

438

58,325

July 2024

Lee Vista Promenade

Orlando, Florida

314

68,500

August 2024

Three property portfolio(A)

Various

894

137,500

August 2024

Guilford Commons

Guilford, Connecticut

129

26,500

August 2024

Woodfield Village Green

Schaumburg, Illinois

390

93,200

August 2024

Falcon Ridge Town Center (A)

Fontana, California

250

64,700

August 2024

Centennial Promenade

Centennial, Colorado

443

98,100

September 2024

White Oak Village(A)

Richmond, Virginia

398

63,503

September 2024

Springfield Center

Springfield, Virginia

177

49,100

September 2024

Hamilton Marketplace(A)

Hamilton, New Jersey

485

116,500

September 2024

Whole Foods at Bay Place

Oakland, California

57

44,400

September 2024

The Shops at Midtown Miami(A)

Miami, Florida

348

83,750

September 2024

Ridge at Creekside(A)

Roseville, California

186

39,750

September 2024

Echelon Village Plaza(A)

Voorhees, New Jersey

85

8,500

September 2024

Three property portfolio(A)

Various

960

180,500

September 2024

University Hills(A)

Denver, Colorado

210

56,500

September 2024

Village Square at Golf

Boynton Beach, Florida

135

31,101

September 2024

Collection at Brandon Boulevard

Brandon, Florida

222

37,200

11,303

$

2,245,134

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

Joint Venture Dispositions

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

Equity Transactions

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

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Redevelopment Projects

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

CAPITALIZATION

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

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

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

CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS

Other Guaranties

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

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

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

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

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

43

ECONOMIC CONDITIONS

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

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

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

FORWARD-LOOKING STATEMENTS

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

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

•
The Company may fail to dispose of its remaining properties on favorable terms or at all, especially in areas experiencing deteriorating economic conditions. Real estate investments can be illiquid and buyers may experience increased costs of financing or difficulties obtaining financing;

•
The Company may have difficulty realizing value from its DTP joint venture on account of its limited control over the joint venture and contractual restrictions set forth in the joint venture agreement;

•
Changes in interest rates, a downturn in the economy or disruptions in the financial markets could adversely affect the market price of the Company’s common shares, the valuation of its portfolio, its ability to sell properties and the prices realized therefor, as well as its performance and cash flow;

44

•
The Company may be unable to accurately project costs and expenses relating to its disposition and wind-up strategy and may encounter exposure to unexpected claims, liabilities or costs in connection therewith;

•
The Company may encounter loss of key personnel or disruptions in its property management or accounting functions in connection with the decreasing size of its operations;

•
The Company is subject to general risks affecting the real estate industry, including the need to enter into new leases or renew leases on favorable terms to generate rental revenues, and any economic downturn may adversely affect the ability of the Company’s tenants, or new tenants, to enter into new leases or the ability of the Company’s existing tenants to renew their leases at rates at least as favorable as their current rates;

•
The Company could be adversely affected by changes in the local markets where its properties are located, as well as by adverse changes in national economic and market conditions;

•
The Company may fail to anticipate the effects on its properties of changes in consumer buying practices, including sales over the internet and the resulting retailing practices and space needs of its tenants, or a general downturn in its tenants’ businesses, which may cause tenants to close stores or default in payment of rent;

•
The Company is subject to competition for tenants from other owners of retail properties, and its tenants are subject to competition from other retailers and methods of distribution. The Company is dependent upon the successful operations and financial condition of its tenants, in particular its major tenants, and could be adversely affected by the bankruptcy of those tenants;

•
The Company may require greater time and financial resources to complete redevelopment projects (including construction obligations owing to Curbline Properties under the Shared Services Agreement) as a result of various factors, many of which are beyond the Company’s control, resulting in increased construction costs;

•
The Company does not maintain a revolving credit facility or investment grade rating and may encounter difficulties in obtaining financing on reasonable terms, or at all, to operate its business;

•
Inflationary pressures could result in reductions in retailer profitability, consumer discretionary spending and tenant demand to lease space. Inflation could also increase the costs incurred by the Company to operate its properties and finance its operations and could adversely impact the valuation of its properties, all of which could have an adverse effect on the market price of the Company’s common shares;

•
The Company may be unable to satisfy or comply with complex regulations related to its status as a REIT, including as a result of recent disposition activity and changes to the Company’s asset portfolio;

•
The Company must make distributions to shareholders to continue to qualify as a REIT, and if the Company must borrow funds to make distributions, those borrowings may not be available on favorable terms or at all;

•
Any de-listing of the Company’s common shares from the NYSE could adversely impact shareholders’ ability to sell shares when desired and the price obtained therefor;

•
The Company’s decision to dispose of real estate assets could result in material impairment losses and adversely affect the Company’s financial results;

•
The outcome of pending or future litigation, including litigation with tenants or joint venture partners, may adversely affect the Company’s results of operations and financial condition;

•
Property damage, expenses related thereto and other business and economic consequences (including the potential loss of revenue) resulting from extreme weather conditions or natural disasters in locations where the Company owns properties may adversely affect the Company’s results of operations, its financial condition and its ability to dispose of impacted properties;

•
Sufficiency and timing of any insurance recovery payments related to damages and lost revenues from extreme weather conditions or natural disasters may adversely affect the Company’s results of operations and financial condition;

•
The Company may incur liability for injuries to persons, property or the environment occurring on or near its properties and such losses may be uninsured or exceed policy coverage;

•
The Company and its tenants could be negatively affected by the impacts of pandemics and other public health crises;

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The Company could be subject to potential liabilities, increased costs, reputation harm and other adverse effects on the Company’s business due to stakeholders’, including regulators’, views regarding the Company’s environmental, social and governance initiatives and disclosures or lack thereof, and the impact of factors outside of the Company’s control on such initiatives and disclosures;

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The Company could incur additional expenses to comply with or respond to claims under the Americans with Disabilities Act or otherwise be adversely affected by changes in government regulations, including changes in environmental, zoning, tax and other regulations;

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The Company’s Board of Directors, which regularly reviews the Company’s business strategy and objectives, may change the Company’s strategic plan based on a variety of factors and conditions, including in response to changing market conditions;

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The Company may be negatively impacted by any change in the Company’s relationship with Curbline Properties and the Company may be unable to retain qualified leadership and adequately manage its business in the event the Shared Services Agreement is terminated;

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Potential conflicts of interest with Curbline Properties and

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The Company and its vendors could sustain a disruption, failure or breach of their respective networks and systems, including as a result of cyber-attacks, including those that leverage artificial intelligence, which could disrupt the Company’s business operations, compromise the confidentiality of sensitive information and result in fines or penalties.