SITE Centers Corp. (SITC) Business

Item 1. BUSINESS

Overview

SITE Centers Corp., an Ohio corporation (the “Company” or “SITE Centers”), is a self-administered and self-managed Real Estate Investment Trust (“REIT”) engaged in the business of owning, leasing, redeveloping and managing shopping centers. Unless otherwise provided, references herein to the Company or SITE Centers include SITE Centers Corp. and its wholly-owned subsidiaries and consolidated and unconsolidated joint ventures.

On October 1, 2024, the Company completed the spin-off of 79 convenience retail properties consisting of approximately 2.7 million square feet of gross leasable area (“GLA”) into a separate publicly traded company named Curbline Properties Corp. (“Curbline” or “Curbline Properties”). In connection with the spin-off, on October 1, 2024, the Company, Curbline and Curbline Properties LP (the “Operating Partnership”) entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”), pursuant to which, among other things, the Company transferred its portfolio of convenience retail properties, $800.0 million of unrestricted cash and certain other assets, liabilities and obligations to Curbline and effectuated a pro rata special distribution of all of the outstanding shares of Curbline common stock to common shareholders of the Company as of September 23, 2024, the record date. On the spin-off date, holders of the Company’s common shares received two shares of common stock of Curbline for every one common share of the Company held on the record date.

The spin-off of the convenience properties represented a strategic shift in the Company’s business and, as such, the Curbline properties were considered as held for sale as of October 1, 2024 and are reflected as discontinued operations for all periods prior to the spin-off date. Except as otherwise noted, operating statistics cited in this Annual Report on Form 10-K for the years ended December 31, 2024 and 2023 have been adjusted for discontinued operations and properties sold during the year ended December 31, 2024.

The Company is self-administered and self-managed, and therefore, has not engaged, nor does it expect to retain, any REIT advisor. The Company manages all of its shopping centers which are collectively referred to herein as the “Portfolio Properties”. At December 31, 2025, the Company owned 19 shopping centers (including 11 shopping centers owned through two unconsolidated joint ventures) totaling 5.0 million square feet of 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, 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).

The primary source of the Company’s net income is generated from the rental of the Company’s Portfolio Properties to tenants. In addition, the Company generates revenue from its management contracts with its unconsolidated joint ventures and the Shared Services Agreement (defined below) with Curbline.

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 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 and distribution of resulting proceeds). As of December 31, 2025, the Company maintained 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 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,

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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 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. For more information regarding risks relating to the Company’s disposition and wind-up strategy, see Item 1A. Risk Factors in this Annual Report on Form 10-K.

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 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.

Narrative Description of Business

The Company’s portfolio as of December 31, 2025, consisted of 19 shopping centers (including 11 centers owned through two unconsolidated joint ventures) located in 13 states. The following tables present the operating statistics affecting base rental revenues summarized by the following portfolios: pro rata combined shopping center portfolio, wholly-owned shopping center portfolio and joint venture shopping center portfolio:

Material Agreements with Curbline Properties

In addition to the Separation and Distribution Agreement, on October 1, 2024, the Company entered into a Shared Services Agreement with Curbline Properties and the Operating Partnership (the “Shared Services Agreement”) that requires the Company to provide 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 for Curbline to establish and operate various business functions of the Operating Partnership or its affiliates in a manner as would be established and operated for a REIT similarly situated to Curbline. Additionally, the Operating Partnership or its affiliates, subject to the supervision of the Company’s Board of Directors, 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 SITE Centers, including supervising various business functions of SITE Centers necessary for the day-to-day management operations of SITE Centers 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 SITE Centers, 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 SITE Centers’ 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.

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As compensation for the services provided under the Shared Services Agreement, the Operating Partnership pays a monthly fee to the Company in the amount of 2.0% of Curbline’s Gross Revenue (as defined in the Shared Services Agreement). 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 until October 1, 2027 or such earlier date as the Shared Services Agreement is terminated as a result of a change in control of Curbline Properties or a material breach by Curbline Properties and its affiliates under the Shared Services Agreement (a “Sanctioned Termination Event”). Curbline Properties and its affiliates also have an option exercisable on or prior to October 1, 2027 (or such earlier date as the Shared Services Agreement is terminated pursuant to a Sanctioned Termination Event) to enter into a lease agreement for office space at SITE Centers’ 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.

The Separation and Distribution Agreement also 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.

Recent Developments

See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 8. The Consolidated Financial Statements and Notes thereto included in this Annual Report on Form 10-K, which are incorporated herein by reference, for information on certain recent developments of the Company.

Tenants and Competition

The Company has established relationships with a large number of major national and regional tenants, and the Company’s management is associated with various shopping center and REIT industry organizations. Notwithstanding these relationships, numerous real estate companies and developers, private and public, compete with the Company in leasing space in shopping centers to tenants. The Company competes with other real estate companies and developers in terms of rental rate, property location, availability of space, management services and property condition.

The Company’s five largest tenants based on the Company’s aggregate annualized base rental revenues, including its proportionate share of joint venture aggregate annualized base rental revenues, are The Kroger Co., Burlington Stores, Inc., Fitness International, LLC, Cinemark Holdings, Inc. and AMC Entertainment Holdings, Inc., representing 9.7%, 4.5%, 4.2%, 3.6% and 2.9%, respectively, of the Company’s aggregate annualized base rental revenues at December 31, 2025. For more information on the Company’s tenants, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the caption “Company Fundamentals.”

Qualification as a Real Estate Investment Trust

The Company has elected to be taxed as a REIT under the federal income tax laws. As a REIT, the Company is generally not subject to federal income tax on taxable income that it distributes to its shareholders. Under the Internal Revenue Code of 1986, as amended (the “Code”), REITs are subject to numerous regulatory requirements, including the requirement to generally distribute at least 90% of taxable income each year. The Company will be subject to federal income tax on its taxable income at regular corporate rates if it fails to qualify as a REIT for tax purposes in any taxable year, or to the extent it distributes less than 100% of its taxable income. The Company will also generally not qualify for treatment as a REIT for federal income tax purposes for four years following the year during which qualification is lost. Even if the Company qualifies as a REIT for federal income tax purposes, the Company may be subject to certain state and local income and franchise taxes and to federal income and excise taxes on its undistributed taxable

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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.

In the past, the Company has elected to treat certain of its subsidiaries as taxable REIT subsidiaries (“TRS”). In general, a TRS may engage in any real estate business and certain non-real estate businesses, subject to certain limitations under the Code. A TRS is subject to federal and state income taxes. In January 2025, the Company eliminated its TRS but the Company may implement a new TRS in future years to the extent needed to facilitate compliance with REIT requirements.

Human Capital Management

As of December 31, 2025, the Company’s workforce was composed of 155 full-time employees compared to 172 full-time employees at December 31, 2024. Of the Company’s employees, 86% of employees were assigned to work in the corporate headquarters in Beachwood, Ohio, with the rest working in regional offices or remotely. Many of the Company’s employees have a long tenure with the Company, with approximately 81% of the Company’s employees having been with the Company for over 5 years and 52% for over 10 years.

The Company’s primary human capital management objective is to retain, attract, develop, and engage the highest quality talent. To support this objective, the Company offers competitive pay and benefit programs, including flexible work arrangements that provide employees the opportunity to work remotely on a limited basis while continuing to cultivate in-office relationships and learning. The Company’s employees are expected to exhibit honest, ethical and respectful conduct in the workplace. The Company annually requires its employees to complete training modules on sexual harassment and discrimination and to acknowledge and certify their compliance with the Company’s Code of Business Conduct and Ethics. Senior members of its accounting and asset management departments are also required to acknowledge and agree to the Company’s Code of Ethics for Senior Financial Officers on an annual basis. The Company’s culture is also underpinned by its employees’ commitment to the Company’s core values of being Fearless, Authentic, Curious and Thoughtful (the Company’s “Matters of FACT”) in the conduct of their responsibilities.

In consideration of uncertainty caused by the spin-off of Curbline Properties and the Company’s disposition strategy, the Company maintains a retention plan covering substantially all of its employees (excluding executive officers with employment agreements). In general, any covered employee whose employment is terminated by the Company without cause on or prior to October 1, 2027 and who has not previously received an offer of employment from Curbline Properties will generally be eligible to receive an amount equal to one year of their base salary together with a medical benefits stipend of $20,000.

Information About the Company’s Executive Officers

The section below provides information regarding the Company’s executive officers as of February 26, 2026:

David R. Lukes, age 56, has served as President and Chief Executive Officer of SITE Centers and has been a member of SITE Centers’ Board of Directors since March 2017. Mr. Lukes has also served as President, Chief Executive Officer and Director of Curbline Properties since September 2024. Prior to joining SITE Centers, Mr. Lukes served as Chief Executive Officer and President of Equity One, Inc. (“Equity One”), an owner, developer and operator of shopping centers, from 2014 until 2017. Mr. Lukes also served as President and Chief Executive Officer of Sears Holding Corporation affiliate, Seritage Realty Trust, a real estate company, from 2012 to 2014 and as President and Chief Executive Officer of Olshan Properties, a privately-owned real estate firm specializing in commercial real estate, from 2010 to 2012. From 2002 to 2010, Mr. Lukes served in various senior management positions at Kimco Realty Corporation, including serving as its Chief Operating Officer from 2008 to 2010. Mr. Lukes has also served as the President, Chief Executive Officer and Director of Retail Value Inc. (“RVI”), which previously owned and operated shopping centers located in the U.S. and was managed by SITE Centers, since 2018 and as an Independent Director and member of the Strategy and Investment Committee of Citycon Oyj, an owner and manager of shopping centers in the Nordic region listed on the Nasdaq Helsinki stock exchange, since 2017. Mr. Lukes also serves as a member of the Advisory Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”). Mr. Lukes holds a Bachelor of Environmental Design from Miami University, a Master of Architecture from the University of Pennsylvania and a Master of Science in real estate development from Columbia University.

Gerald Morgan, age 63, has served as Executive Vice President, Chief Financial Officer and Treasurer of SITE Centers since October 2024. Previously, Mr. Morgan served as the Chief Financial Officer of Four Corners Property Trust, a public REIT focused on net lease properties, from 2015 through April 2024. Prior to joining Four Corners Property Trust, from 2012 to 2015, Mr. Morgan was the CFO and a Managing Director of Amstar Advisers, a private real estate investment manager. From 2010 to 2011, Mr. Morgan was the Managing Director of Financial Strategy and Planning for Prologis, a global industrial REIT, where he was involved in the company’s capital markets and M&A activities. Prior to Prologis, Mr. Morgan was President and CFO of American Residential Communities. In addition, Mr. Morgan has served as a senior officer with Archstone, which was a national public apartment REIT,

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and as the CFO of Francisco Partners, a technology focused private equity fund. Since 2024, Mr. Morgan has also served as Executive Vice President, Chief Financial Officer and Treasurer and Director of RVI. Mr. Morgan holds Bachelor of Science and Master of Business Administration degrees from Stanford University.

John M. Cattonar, age 44, has served as Executive Vice President and Chief Investment Officer of SITE Centers since 2021. Mr. Cattonar has been a member of SITE Centers’ Board of Directors since 2024. Mr. Cattonar has also served as Executive Vice President and Chief Investment Officer of Curbline Properties since September 2024. Previously, Mr. Cattonar served as Senior Vice President of Investments of SITE Centers from 2017 to 2021. Prior to joining SITE Centers, Mr. Cattonar served as Vice President of Asset Management for Equity One from 2015 to 2017 and at Seritage Realty Trust from 2012 to 2015. Mr. Cattonar earned a Master of Science in Real Estate Development from Columbia University and holds a Bachelor of Arts in Economics from the University of North Carolina at Chapel Hill.

Aaron M. Kitlowski, age 53, has served as Executive Vice President, General Counsel and Corporate Secretary of SITE Centers since 2017. Mr. Kitlowski has also served as Executive Vice President and Corporate Secretary of RVI since 2018. Prior to joining SITE Centers, he served as General Counsel and Corporate Secretary at Equity One for six years. Before Equity One, Mr. Kitlowski served as Chief Counsel of CIT Group Inc. for six years and as an Associate at Simpson Thacher & Bartlett for seven years. Mr. Kitlowski earned a Juris Doctorate from Duke University School of Law and a Bachelor of Arts from Duke University.

Corporate Headquarters

The Company is an Ohio corporation incorporated in 1992. The Company’s executive offices are located at 3300 Enterprise Parkway, Beachwood, Ohio 44122, and its telephone number is (216) 755-5500. The Company’s website is www.sitecenters.com. The Company uses the Investors Relations section of its website as a channel for routine distribution of important information, including press releases and financial information. The information the Company posts to its website may be deemed to be material, and investors and others interested in the Company are encouraged to routinely monitor and review the information that the Company posts on its website in addition to following the Company’s press releases and SEC filings. The Company posts filings made with the SEC to its website as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC, including the Company’s annual, quarterly and current reports on Forms 10-K, 10-Q and 8-K, respectively, the Company’s proxy statements and any amendments to those reports or statements. All such postings and filings are available on the Company’s website free of charge. In addition, this website allows investors and other interested persons to sign up to automatically receive e-mail alerts when the Company posts news releases and financial information on its website. The SEC also maintains a website (https://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The content on, or accessible through, any website referred to in this Annual Report on Form 10-K for the fiscal year ended December 31, 2025, is not incorporated by reference into, and shall not be deemed part of, this Form 10-K unless expressly noted.