SITE Centers Corp. (SITC) Risk Factors

Item 1A. RISK FACTORS

Summary of Risk Factors

The following is a summary of material risks that could affect the Company’s business, results of operations, financial condition, liquidity and cash flows. The risks summarized below are discussed in greater detail in the risk factors that follow and are not the only risks the Company faces. The Company’s business operations could also be affected by additional factors that are not presently known to it or that the Company currently considers to be immaterial to its operations. Investors should carefully consider each of the following risks and all of the other information contained in this Annual Report on Form 10-K. If any of the following risks actually occur, the Company’s business, financial condition or results of operations could be negatively affected.

Risks Related to the Company’s Strategy

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The Company may have difficulty selling its remaining real estate investments at attractive prices or at all.

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The Company may have difficulty realizing value from its interest in the DTP joint venture.

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Pursuing the Company’s strategy may cause the Company to be subject to U.S. federal income tax.

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The Company expects to pay significant costs in connection with the wind-up of its business.

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The Company expects to establish a reserve fund with proceeds from asset sales in order to satisfy expenses and claims.

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Rising interest rates could adversely impact the Company’s strategy.

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The Company’s real estate assets may be subject to impairment charges.

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The Company cannot assure investors of the timing or amount of future distributions to shareholders.

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The Company’s Board of Directors may change the Company’s strategy without shareholder approval.

Risks Related to the Company’s Business Operations and Properties

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The economic performance and value of the Company’s shopping centers depend on many factors, including broad economic climate and local conditions, each of which could have an adverse impact on the Company’s cash flows and operating results.

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An increase in e-commerce market share may have an adverse impact on the Company’s tenants and business.

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The Company leases a substantial portion of its square footage to large national tenants, making it vulnerable to changes in the business and financial condition of, or demand for, its space by such tenants.

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The Company’s dependence on rental income may adversely affect its results of operations.

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The Company’s expenses may remain constant or increase even if income from the Company’s properties decreases.

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Inflationary pressures could adversely impact the Company’s tenants and operating results.

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The Company has limited control over properties owned through the DTP joint venture.

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The Company’s current and former real estate investments may entail environmental contamination that could adversely affect its results of operations.

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The Company may be adversely impacted by laws, regulations or other issues related to climate change.

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The Company’s properties could be subject to climate change, damage from natural disasters, public health crises and weather-related factors; an uninsured loss on the Company’s properties or a loss that exceeds the limits of the Company’s insurance policies could subject the Company to lost capital or revenue on those properties.

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Crime or civil unrest in the markets in which the Company’s properties are located may affect its business and profitability.

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A disruption, failure or breach of the Company’s networks or systems, including as a result of cyber-attacks, could harm its business.

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The transition of the Company’s property management or financial system could affect its operations.

Risks Relating to the Company’s Organization and Capital Structure

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Provisions of the Company’s Articles of Incorporation and Code of Regulations could have the effect of delaying, deferring or preventing a change in control, even if that change may be considered beneficial by some of the Company’s shareholders.

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The Company does not maintain a revolving credit facility which could adversely affect its ability to fund its business.

Risks Related to the Company’s Relationship with Curbline Properties

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The Company’s relationship with Curbline Properties may create, or appear to create, conflicts of interest.

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The agreements with Curbline Properties were not negotiated on an arm’s-length basis and may not be on the same terms as if they had been negotiated with an unaffiliated third party.

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The Company is required to provide services and certain benefits to Curbline Properties for the duration of the Shared Services Agreement, even if it is economically inefficient to do so.

Risks Related to the Company’s Common Shares

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Changes in market conditions could adversely affect the market price of the Company’s publicly traded securities.

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If an active trading market for the Company’s common shares is not sustained because the Company’s common shares are de-listed from the NYSE or otherwise, shareholders’ ability to sell shares when desired and the prices obtained will be adversely affected.

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The Company may adopt a plan of liquidation, which may have adverse tax consequences and adversely affect shareholders’ ability to exit their investment in the Company.

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The Company may issue additional securities without shareholder approval.

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Risks Related to the Company’s Taxation as a REIT

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If the Company fails to qualify as a REIT or otherwise surrenders its status as a REIT in any taxable year, it will be subject to U.S. federal income tax as a regular corporation and could have significant tax liability, which may have a significant adverse consequence to the value of the Company’s shares.

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Compliance with REIT requirements may negatively affect the Company’s operating decisions.

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The Company may be forced to borrow funds to maintain its REIT status, and the unavailability of such capital on favorable terms at the desired times, or at all, may cause the Company to dispose of assets at inopportune times, which could materially and adversely affect the Company.

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Dividends paid by REITs generally do not qualify for reduced tax rates.

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Certain foreign shareholders may be subject to U.S. federal income tax on gain recognized on a disposition of the Company’s common shares if the Company does not qualify as a “domestically controlled” REIT.

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Legislative or other actions affecting REITs could have a negative effect on the Company.

General Risks Relating to Investments in the Company’s Securities

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The Company may be unable to retain or attract key management personnel.

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The Company is subject to litigation that could adversely affect its results of operations.

The risks summarized above are discussed in greater detail below.

Risks Related to the Company’s Strategy

The Company May Have Difficulty Selling Its Remaining Real Estate Investments at Attractive Prices or at All

The Company plans to market its remaining properties for sale and use related proceeds to pay operating expenses, manage liquidity levels, provide for anticipated wind-up costs and make distributions to shareholders. Real estate investments are relatively illiquid and, as a result, there can be no assurance that the Company will be able to sell its remaining properties on favorable terms or at all. Moreover, real estate sales prices are constantly changing and fluctuate with changes in interest rates, supply and demand dynamics, occupancy percentages, lease rates, the availability of suitable buyers and financing, the perceived quality and dependability of rent payments from tenants and a number of other factors, both local and national. Furthermore, future sale prices may differ materially from the Company’s book values for those assets, and when the Company sells any of its assets, it may recognize a loss on such sale.

Certain of the Company’s remaining properties are located in urban locations or have unique characteristics that make them more challenging to sell or may cause them to sell at prices substantially below historical values or investors’ expectations. For example, sale prospects for Shoppes at Paradise Pointe (Fort Walton Beach, Florida) may be impacted by the Florida Department of Transportation’s reported plans to commence eminent domain proceedings with respect to a portion of the property, sale prospects for The Pike Outlets (Long Beach, California) may be impacted by its ground lease structure and other property-specific complexities, sale prospects for The Maxwell (Chicago, Illinois) and the retail condominium units that comprise The Blocks (Portland, Oregon) may be impacted by challenging local conditions and vacancy, and timing and the amount of proceeds from the sale of the Company’s corporate headquarters (Beachwood, Ohio) may be impacted by Curbline’s right to use office space until October 1, 2027 and contractual option to lease space thereafter. The Company expects that the market for certain of these properties may be less liquid than the market for many of the properties it has recently sold. Accordingly, values obtained for properties previously sold by the Company may not be representative of values obtained in connection with the disposition of the Company’s remaining assets.

To the extent the Company provides any estimates with respect to the value of the Company’s remaining assets, the amount of expenses to be incurred by the Company in connection with winding up its business or the timing and amount of distributions it will make, such estimates are based on multiple assumptions, one or more of which may prove incorrect, and the actual prices realized from the sale of the Company’s assets, the amount of wind-up expenses and the timing and amount of actual distributions may vary materially from the Company’s estimates. The Company cannot assure shareholders of the actual amount they will receive in distributions from the Company’s disposition strategy or when they will be paid. Additionally, the Board of Directors has discretion as to the timing of distributions of sale proceeds.

The Company May Have Difficulty Realizing Value From Its Interest in the DTP Joint Venture

The Company currently owns a 20% interest in the DTP joint venture with Chinese institutional investors. As of

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February 26, 2026, the DTP joint venture owned ten shopping centers aggregating 3.4 million square feet of GLA located throughout the United States. The terms of the DTP joint venture agreement contain restrictions on when and how the Company can monetize the value of its interest in the joint venture and generally requires the partner’s consent in order for the Company to sell its interest in the joint venture or the underlying properties owned by the joint venture. If the Company is unable to obtain its partner’s consent and cooperation, it may have difficulty realizing value from its joint venture investment in a timely manner or it may be forced to attempt to exercise certain dispute resolution or exit provisions in the joint venture agreement (mainly a “buy-sell” provision and/or the right to force the sale of the stock of the joint venture’s REIT subsidiary which owns the joint venture’s properties) that may have the effect of limiting the number of buyers or the amount of proceeds realized for its joint venture investment. These contractual exit provisions also require the cooperation of the joint venture partner to effectuate. Therefore, if the joint venture partner is uncooperative, the Company’s ability to use these exit provisions to monetize the value of its investment in the DTP joint venture may be delayed or it could result in business conflicts or litigation. The exercise of the buy-sell provision would also require the Company to retain and use proceeds from other asset sales or otherwise obtain third party financing in order to fund the acquisition of the partner’s interest. Any of these situations could adversely impact the value the Company realizes for its investment in the DTP joint venture and the timing and amount of distributions to Company shareholders. Any resolution of the DTP joint venture or sale of joint venture properties may require repayment of the joint venture’s mortgage loan (approximately $380.6 million principal amount as of December 31, 2025) and payment of a related make-whole premium.

Pursuing the Company’s Strategy May Cause the Company to be Subject to U.S. Federal Income Tax

As a REIT, any net gain from “prohibited transactions” will be subject to a 100% tax. Prohibited transactions are sales of property held primarily for sale to customers in the ordinary course of a trade or business. The prohibited transactions tax is intended to prevent a REIT from retaining any profit from ordinary retailing activities such as sales to customers of condominium units or subdivided lots in a development project. The Code provides for a “safe harbor” which, if all its conditions are met, would protect a REIT’s property sales from being considered prohibited transactions. Whether an asset is property held primarily for sale to customers in the ordinary course of a trade or business is a highly factual determination. While we expect asset sales made pursuant to the Company’s strategy to qualify for the safe harbor or otherwise not be subject to the 100% tax on gains from prohibited transactions, there can be no assurance that sales will qualify for the safe harbor or that the Internal Revenue Service (the “IRS”) will not successfully challenge the characterization of properties we sold for purposes of applying the prohibited transactions tax. It is also possible that the Company may surrender its REIT status or transfer certain of its properties to a TRS in order to mitigate the application of the prohibited transactions tax. Gain from the disposition of properties owned through a TRS is not subject to the 100% prohibited transactions tax, but such gain would be subject to tax at the TRS level (the current U.S. federal income tax rate applicable to corporations is 21%).

The Company Expects to Pay Significant Costs in Connection with the Wind-up of its Business

If the Company is successful in selling its remaining properties and monetizing the value of its remaining joint venture investment, it expects to incur significant expenses in connection with the winding up of its business. Such expenses likely include, but are 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), compliance costs with ongoing reporting requirements of 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 ultimate level and timing of these expenses are subject to a number of factors, many of which are outside of the Company’s control, and will directly impact the amount of distributions paid to Company shareholders.

The Company Expects to Establish a Reserve Fund with Proceeds From Asset Sales in Order to Satisfy Expenses and Claims

The Company may seek to file articles of dissolution with the Secretary of State of the State of Ohio following the sale of all of the Company’s remaining properties and joint venture investment or at such time as it transfers its remaining assets, subject to its liabilities, into a liquidating entity. Pursuant to Ohio law, the Company would continue to exist for a period of five years following the filing of the articles of dissolution for the purpose of paying, satisfying and discharging any debts or obligations, collecting and distributing its assets, and doing all other acts required to liquidate and wind up its business and affairs. Under Ohio law, if the Company makes distributions to its shareholders without making adequate provisions for payment of creditors’ claims, the Company’s shareholders could be liable to creditors to the extent of any payments due to creditors (up to the aggregate amount previously received by the shareholder from the Company).

The Company does not expect to have access to third-party sources of capital during the course of the wind-up period in order to satisfy liabilities. Therefore, the Company would likely establish a reserve fund with a portion of the proceeds from sales of its remaining properties in order to satisfy and discharge any unknown or contingent claims, debts, expenses (including the wind-up

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expenses discussed above) and obligations which might arise before or during the five-year wind-up period subsequent to the filing of the articles of dissolution. As a result, it is likely that the Company will not distribute all proceeds from the sales of its final properties until these known and contingent expenses and claims are satisfied or fail to materialize, which could be several years following the date of any final sale.

Rising Interest Rates Could Adversely Impact the Company’s Strategy

Increasing interest rates or capital availability constraints may impact the transaction market, including asset values and the availability of acquisition financing. Any of the foregoing risks could have a material adverse effect on the market value of the Company’s properties, its ability to sell its remaining properties and the values realized thereon.

The Company’s Real Estate Assets May Be Subject to Impairment Charges

On a periodic basis, the Company assesses whether there are any indicators that the value of its real estate assets and other investments may be impaired. A property’s value is impaired only if the estimate of the aggregate future cash flows (undiscounted and without interest charges) to be generated by the property are less than the carrying value of the property. In the Company’s estimate of projected cash flows, it considers factors such as expected future operating income, trends and prospects, the effects of demand, competition, estimated hold periods and other factors. If the Company pursues the potential sale of an asset, the asset’s undiscounted future cash flows are estimated based on the most likely course of action at the balance sheet date, including current plans, intended holding periods and available market information. The Company is required to make subjective assessments as to whether there are impairments in the value of its real estate assets and other investments. These assessments have a direct impact on the Company’s earnings because recording an impairment charge results in an immediate negative adjustment to earnings. There can be no assurance that the Company will not take significant impairment charges in the future, especially in light of its strategy to pursue the sale of its remaining assets. Any future impairment could have a material adverse effect on the Company’s results of operations in the period in which the charge is taken.

The Company Cannot Assure Investors of the Timing or Amount of Future Distributions to Shareholders

Any distributions the Company makes to its shareholders will be at the discretion of the Board of Directors and will depend upon, among other things, the Company’s liquidity, which will be affected by various factors, including income and sale proceeds from its remaining properties, the collection of amounts owed to the Company by tenants and third parties, the Company’s projected operating and wind-up expenses and the amount of claims made against the Company during the winding up of its operations. As a result, no assurance can be given regarding the level or timing of any distributions the Company may make in the future.

The Company’s Board of Directors May Change the Company’s Strategy Without Shareholder Approval

The Company’s Board of Directors may change the Company’s strategy with respect to capitalization, investment, distributions, operations and/or disposition of properties. The Board of Directors may establish new strategies as deemed appropriate, including if the Company is unable to sell its remaining properties and monetize the value of its investment in its remaining joint venture. Although the Board of Directors presently has no intention to revise the Company’s strategy and policies, it may do so at any time without a vote by the shareholders. The results of decisions made by the Board of Directors could adversely affect the Company’s financial condition, including its ability to distribute cash to shareholders or qualify as a REIT.

Risks Related to the Company’s Business Operations and Properties

The Economic Performance and Value of the Company’s Shopping Centers Depend on Many Factors, Including Broad Economic Climate and Local Conditions, Each of Which Could Have an Adverse Impact on the Company’s Cash Flows and Operating Results

The economic performance and value of the Company’s remaining real estate holdings can be affected by many factors, including the following:

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Changes in the national, regional, local and international economic climate;

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Local conditions, such as an oversupply of space or a reduction in demand for real estate in the area and population, demographic and employment trends;

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Unique, property-specific considerations such as vacancy, ground lease structures and eminent domain proceedings;

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The attractiveness of the properties to tenants;

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The increase in consumer purchases through the internet;

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The Company’s ability to provide adequate management services and to maintain its properties;

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Increased operating costs if these costs cannot be passed through to tenants and

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The expense of renovating, repairing and re-letting spaces.

Because the Company’s properties consist of retail shopping centers, the Company’s performance and value of the Company’s real estate holdings are linked to general economic conditions in the retail market, including conditions that affect consumers’ purchasing behaviors and disposable income. The market for retail space historically has been, and may continue to be, adversely affected by weakness in the national, regional and local economies, the adverse financial condition of some large retailing companies, the ongoing consolidation in the retail sector, increases in consumer internet purchases and the excess amount of retail space in a number of markets. The Company’s performance and the value of its properties are affected by its tenants’ results of operations, which are impacted by macroeconomic factors that affect consumers’ ability to purchase goods and services. If the price of the goods and services offered by the Company’s tenants materially increases, including as a result of inflationary pressures or increases in tariffs or taxes resulting from, among other things, potential changes in the Code, the operating results and the financial condition of the Company’s tenants and demand for retail space could be adversely affected. To the extent that any of these conditions occur, they are likely to affect market rents for retail space and the prices that buyers are willing to pay for the Company’s properties. In addition, the Company may face challenges in the management and maintenance of its properties or incur increased operating costs, such as real estate taxes, insurance and utilities, that may make its properties unattractive to tenants and investors.

In addition, the Company’s properties compete with numerous shopping venues, including regional malls, outlet centers and other shopping centers in attracting and retaining retailers. As of December 31, 2025, leases at the Company’s properties (including the proportionate share of unconsolidated properties) were scheduled to expire on a total of approximately 14.9% of leased GLA during 2026. For those leases that renew, rental rates upon renewal may be lower than current rates. For those leases that do not renew, the Company may not be able to promptly re-lease the space on favorable terms or with reasonable capital investments. In these situations, the Company’s financial condition, operating results and cash flows and the market value of its properties could be adversely impacted.

An Increase in E-Commerce Market Share May Have an Adverse Impact on the Company’s Tenants and Business

E-commerce has been broadly embraced by the public and growth in e-commerce is likely to continue in the future. Some of the Company’s tenants have been negatively impacted by increasing competition from internet retailers, and this trend could affect the way current and future tenants lease space. For example, the migration toward e-commerce has led a number of omni-channel retailers to reduce the number and size of their traditional “brick and mortar” locations, and increasingly rely on e-commerce and alternative distribution channels. The Company cannot predict with certainty how continuing growth in e-commerce will impact the demand for space at its properties or how much revenue will be generated at traditional store locations in the future. If the Company is unable to anticipate and respond promptly to trends in retailer and consumer behavior, or if demand for traditional retail space significantly decreases, the Company’s occupancy levels, operating results and the value of its properties could be materially and adversely affected.

The Company Leases a Substantial Portion of Its Square Footage to Large National Tenants, Making It Vulnerable to Changes in the Business and Financial Condition of, or Demand for, Its Space by Such Tenants

As of December 31, 2025, the annualized base rental revenues of the Company’s tenants that exceed 1.5% of the Company’s aggregate annualized shopping center base rental revenues, including the Company’s proportionate share of joint venture aggregate annualized shopping center base rental revenues, are as follows:

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The retail shopping sector has been affected by economic conditions, increases in consumer internet purchases and the competitive nature of the retail business and the competition for market share. In some cases, these shifts have resulted in weaker retailers losing market share and declaring bankruptcy, closing stores and/or taking advantage of early termination provisions in their leases. In addition, movie theater operators have experienced inconsistent performance since the COVID-19 pandemic and prospects for releasing any theater vacancies arising in the Company’s portfolio, as well as the properties, may be limited absent the investment of significant capital to repurpose the space. As of December 31, 2025, annualized base rental revenues from movie theater operators comprised 6.5% of the Company’s aggregate annualized shopping center base rental revenues (at the Company’s share).

The Company’s Dependence on Rental Income May Adversely Affect Its Results of Operations

Substantially all of the Company’s income is derived from rental income from real property. As a result, the Company’s results of operations and the value of its properties could be negatively affected if a number of its tenants, or any of its major tenants, were to do the following:

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Experience a downturn in their business that significantly weakens their ability to meet their obligations to the Company;

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Delay lease commencements;

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Decline to extend or renew leases upon expiration;

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Fail to make rental payments when due or

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Close stores or declare bankruptcy.

Any of these actions could result in the termination of tenants’ leases and the loss of rental income attributable to the terminated leases. In addition, the Company may be required to write off and/or accelerate depreciation and amortization expense associated with a significant portion of the tenant-related deferred charges in future periods. Lease terminations by an anchor tenant or a failure by that anchor tenant to occupy the premises may also permit other tenants in the same shopping center to terminate their leases or reduce the amount of rent they pay under the terms of their leases. The Company cannot be certain that any tenant whose lease expires will renew that lease or that the Company will be able to re-lease space on economically advantageous terms. The loss of rental revenues from a number of the Company’s major tenants and its inability to replace such tenants may adversely affect the Company’s profitability, its ability to make distributions to shareholders, and the attractiveness of the Company’s properties to potential buyers thereof. In the event the Company is able to re-lease spaces vacated by major bankrupt, distressed or non-renewing tenants, the downtime and capital expenditures required in the re-leasing process may adversely affect the Company’s results of operations.

The Company’s Expenses May Remain Constant or Increase Even if Income from the Company’s Properties Decreases

Costs associated with the Company’s business, such as common area expenses, utilities, insurance, real estate taxes, mortgage payments and corporate expenses, are relatively inflexible and generally do not decrease in the event that a property is not fully occupied, rental rates decrease, a tenant fails to pay rent or other circumstances cause the Company’s revenues to decrease. In addition, other factors can cause operating costs to increase independent of occupancy, rental and default rates, such as inflation. If the Company is unable to lower its operating costs when property-level revenues decline and/or is unable to pass along cost increases to tenants, the Company’s cash flows, profitability and ability to make distributions to shareholders could be adversely impacted.

Inflationary Pressures Could Adversely Impact the Company’s Tenants and Operating Results

Inflationary pressures pose risks to the Company’s business, tenants and the U.S. economy. Inflationary pressures and rising interest rates could result in reductions in retailer profitability and consumer discretionary spending which could impact tenant demand for new and existing store locations and the Company’s ability to maintain or grow rents. Regardless of inflation levels, base rent under most of the Company’s long-term anchor leases will remain constant (subject to tenants’ exercise of renewal options at pre-negotiated rent increases) until the expiration of their lease terms. Inflation may result in increases in certain shopping center operating expenses including common area maintenance and other operating expenses. Although most of the Company’s leases require tenants to pay their share of these property operating expenses, some tenants may be unable to absorb large expense increases caused by inflation and such increased expenses may limit tenants’ ability to pay higher base rents upon renewal, or renew leases at all. Inflation may also impact other aspects of the Company’s operating costs, including insurance, employee retention costs and the cost to complete build-outs of recently leased vacancies.

The Company Has Limited Control Over Properties Owned Through the DTP Joint Venture

The Company’s investment in the DTP joint venture involves risks not otherwise present with investments in shopping centers that are wholly-owned by the Company, including the possibility that the Company’s partner might at any time have different interests or goals than the Company and that its partner may take action contrary to the Company’s instructions, requests, policies or objectives,

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including the Company’s objective to monetize its investment in the joint venture and its policy with respect to maintaining the Company’s qualification as a REIT. Other risks include impasse on decisions, such as the decision to sell or finance a property or leasing decisions with anchor tenants, because neither the Company’s partner nor the Company have full control over the partnership or joint venture. In addition, the Company is obligated to maintain the REIT status of the DTP joint venture’s REIT subsidiary and the Company’s failure to do so could result in substantial liability to its partner. These factors could limit the return that the Company receives from the DTP investment, cause its cash flows to be lower than its estimates or lead to business conflicts or litigation.

The Company’s Current and Former Real Estate Investments May Entail Environmental Contamination That Could Adversely Affect Its Results of Operations

The ownership of properties may subject the Company to liabilities, including environmental liabilities. The Company’s operating expenses could be higher than anticipated due to the cost of complying with existing or future environmental laws and regulations. In addition, under various federal, state and local laws, ordinances and regulations, the Company may be considered an owner or operator of real property or to have arranged for the disposal or treatment of hazardous or toxic substances. As a result, the Company may become liable for the cost to remove or remediate certain hazardous substances released by third parties, including tenants, on or in its current or previously owned properties. The Company may also be liable for other potential costs that could relate to hazardous or toxic substances (including governmental fines and injuries to persons and property). The Company may incur such liability whether or not it knew of, or was responsible for, the presence of such hazardous or toxic substances. Such liability could be of substantial magnitude and, as a result, could have a material adverse effect on the Company’s operating results and financial condition, as well as its ability to make distributions to shareholders. The presence of contamination or the failure to successfully complete its remediation may adversely affect the Company’s ability to lease or sell its remaining properties.

The Company May Be Adversely Impacted by Laws, Regulations or Other Issues Related To Climate Change

The Company may become subject to laws or regulations related to climate change, which could cause its business, results of operations and financial condition to be impacted adversely. Governments have enacted certain climate change laws and regulations and have begun regulating carbon footprints and greenhouse gas emissions. Although many of these laws and regulations remain subject to legal challenges and have not had any known material impact on the Company’s business to date, they could result in substantial costs, including compliance costs, increased energy costs, retrofit costs and construction costs, including monitoring and reporting costs, and capital expenditures for environmental control facilities and other new equipment. The Company cannot predict how laws and regulations related to climate change will affect the Company’s business, results of operations and financial condition.

The Company’s Properties Could Be Subject to Climate Change, Damage from Natural Disasters, Public Health Crises and Weather-Related Factors; An Uninsured Loss on the Company’s Properties or a Loss That Exceeds the Limits of the Company’s Insurance Policies Could Subject the Company to Lost Capital or Revenue on Those Properties

The Company’s properties are generally open-air shopping centers. Extreme weather conditions may impact the profitability of the Company’s tenants by decreasing traffic at or hindering access to the Company’s properties, which may decrease the amount of rent the Company collects. Furthermore, certain of the Company’s remaining properties (including properties owned by the DTP joint venture) are located in coastal areas that are subject to natural disasters, including the Southeast and California. Such properties could therefore be affected by hurricanes, tropical storms, earthquakes and wildfires. The potential impacts of climate change on the Company’s operations are highly uncertain but could include local changes in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperature averages or extremes. Furthermore, a public health crisis or other catastrophic event could adversely affect economies, financial markets and consumer behaviors and lead to an economic downturn, which could harm the Company’s business, financial condition and operating results. The potential increase in the frequency and intensity of natural disasters, extreme weather-related events and climate change in the future may limit the types of coverage and the coverage limits the Company is able to obtain on commercially reasonable terms.

The Company currently maintains all-risk property insurance with limits of $250 million per occurrence and in the aggregate and general liability insurance with limits of $100 million per occurrence and in the aggregate, in each case subject to various conditions, exclusions, deductibles and sub-limits for certain perils such as windstorm, flood and earthquake. Coverage for named windstorms, floods and earthquakes in high-risk areas is generally subject to a deductible of up to 5% of the total insured value of each property. The amount of any insurance coverage for losses due to damage or business interruption may prove to be insufficient. Should a loss occur that is uninsured or is in an amount exceeding the aggregate limits for the applicable insurance policy, or in the event of a loss that is subject to a substantial deductible under an insurance policy, the Company could lose all or part of its capital invested in, and anticipated revenue from, one or more of the properties, which could have a material adverse effect on the Company’s operating results and financial condition, as well as its ability to make distributions to shareholders.

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Crime or Civil Unrest in the Markets in Which the Company’s Properties Are Located May Affect Its Business and Profitability

Certain of the Company’s properties are located in or near major metropolitan areas or other areas that are susceptible to property and violent crime, including terrorist attacks, mass shootings and civil unrest. Increased incidence of property crime, such as shoplifting or damage caused by civil unrest, could reduce tenant profitability or demand for space and, as a result, decrease the rents the Company is able to collect from affected properties or lead to increased vacancy. Furthermore, any kind of violent criminal acts, including terrorist acts against public institutions or buildings or modes of public transportation (including airlines, trains or buses), or civil unrest could alter shopping habits, deter customers from visiting the Company’s shopping centers or result in damage to its properties. The Company may also incur increased expenses as a result of its efforts to provide enhanced security measures at its properties to contend with criminal or other threats. Any of the foregoing circumstances could have a negative effect on the Company’s business, the operations of its tenants, the value of its properties and the number of investors interested in acquiring them.

A Disruption, Failure or Breach of the Company’s Networks or Systems, Including as a Result of Cyber-Attacks, Could Harm Its Business

The Company relies extensively on computer systems to manage its business, including to provide services to Curbline Properties and the DTP joint venture. While the Company maintains some of its own critical information technology systems, it also depends extensively on third parties to provide important information technology services relating to several key business functions, such as payroll, human resources, electronic communications and certain finance functions. These systems are subject to damage or interruption from power outages, facility damage, computer or telecommunications failures, computer viruses, security breaches, vandalism, natural disasters, catastrophic events, human error and potential cyber threats, including phishing attacks, ransomware and other sophisticated cyber-attacks, including those that leverage artificial intelligence. Although the Company and such third parties employ a number of measures to prevent, detect and mitigate cyber threats, including password protection, firewalls, backup servers, threat monitoring and periodic penetration testing, the techniques used to obtain unauthorized access change frequently and there is no guarantee that such efforts will be successful. Should they occur, these threats could compromise the confidential information of the Company’s tenants, employees, third-party vendors and other counterparties (including Curbline Properties and the DTP joint venture); disrupt the Company’s business operations and the availability and integrity of data in the Company’s systems; and result in litigation, violation of applicable privacy and other laws, investigations, actions, fines or penalties. In the event of damage or disruption to the Company’s business due to these occurrences, the Company may not be able to successfully and quickly recover all of its critical business functions, assets and data. Furthermore, while the Company maintains insurance, the coverage may not sufficiently cover all types of losses, claims or fines that may arise. For additional information see Item 1. “Business—Information Technology and Cybersecurity” in Part I of this Annual Report on Form 10-K.

The Transition of the Company’s Property Management or Financial Systems Could Affect Its Operations

The Company recently completed its transition to a new commercial property management and financial system. Implementation of the new system was a major undertaking and entailed the migration of a significant amount of historical data to, and integration of key processes with, the new system. As the size of the Company’s workforce and portfolio continue to decrease as a result of property sales, the Company may further evaluate its approach to the day-to-day management of its remaining properties and its accounting and reporting systems, particularly following the conclusion of the Shared Services Agreement. Should the recently implemented system not perform in a satisfactory manner, or any future transition to external property management and/or new reporting and accounting systems not be completed successfully, it could disrupt and adversely affect the Company’s operations, including the ability to timely bill and collect tenant payments, the ability to satisfy contractual obligations to Curbline Properties and the DTP joint venture and the ability to report accurate and timely financial results, any of which could adversely impact the Company’s business, reputation, financial condition and the price of the Company’s common shares.

Risks Related to the Company’s Organization and Capital Structure

Provisions of the Company’s Articles of Incorporation and Code of Regulations Could Have the Effect of Delaying, Deferring or Preventing a Change in Control, Even if That Change May Be Considered Beneficial by Some of the Company’s Shareholders

The Company’s Articles of Incorporation and Code of Regulations contain provisions that could have the effect of rendering more difficult, delaying or preventing an acquisition deemed undesirable by the Company’s Board of Directors. Among other things, the Articles of Incorporation and Code of Regulations include these provisions:

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Prohibiting any person from owning more than 9.8% of the Company’s outstanding common shares in order to maintain the Company’s status as a REIT;

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Authorizing “blank check” preferred shares, which could be issued by the Board of Directors without shareholder approval and may contain voting, liquidation, dividend and other rights superior to the Company’s common shares;

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Providing that any vacancy on the Board of Directors may be filled only by the affirmative vote of a majority of the remaining directors then in office;

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Providing that no shareholder may cumulate the shareholder’s voting power in the election of directors;

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Providing that shareholders may not act by written consent unless such written consent is unanimous and

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Requiring advance notice of shareholder proposals for business to be conducted at meetings of the Company’s shareholders and for nominations of candidates for election to the Board of Directors.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in the Company’s management. The Company believes these provisions protect its shareholders from coercive or otherwise unfair takeover tactics and are not intended to make the Company immune from takeovers. However, these provisions apply even if the offer may be considered beneficial by some shareholders and could delay, defer or prevent an acquisition that the Board of Directors determines is not in the best interests of the Company and its shareholders, which under certain circumstances could reduce the market price of its common shares.

The Company Does Not Maintain a Revolving Credit Facility Which Could Adversely Affect Its Ability to Fund Its Business

In preparation for the spin-off of Curbline Properties, the Company repaid all of its unsecured indebtedness and terminated its revolving credit facility in August 2024. As a result, the Company does not maintain a line of credit that can be used to fund working capital needs. Although the Company seeks to conservatively manage its cash position in order to provide sufficient liquidity to operate its business and satisfy expenses projected to be incurred during the anticipated winding up of its operations, the Company may not be able to timely obtain financing on its unencumbered assets or otherwise satisfy unexpected liabilities if they were to arise, which could have a material adverse effect on the Company’s business, operations and financial condition.

Risks Related to the Company’s Relationship with Curbline Properties

The Company’s Relationship with Curbline Properties May Create, or Appear to Create, Conflicts of Interest

The Company’s agreements with Curbline Properties could lead to, or appear to cause, conflicts of interest. For example, pursuant to the Shared Services Agreement, Curbline Properties provides the Company with leadership, management and transaction services, and the Company provides Curbline Properties with the services of such employees and the use or benefit of such Company assets, offices and other resources as are necessary or useful to operate Curbline Properties’ business. As a result, Company employees provide significant services to Curbline Properties, and Curbline Properties provides the Company with the services of certain leadership and management personnel. As such, conflicts of interest may arise in connection with the performance of the services provided by the Company or Curbline Properties and the allocation of priority, time and attention to providing such services. In particular, the Company’s Chief Executive Officer and Chief Investment Officer are employed and compensated by, and also serve as the chief executive officer and chief investment officer of, Curbline Properties, and their services are provided to the Company under the terms of the Shared Services Agreement. These individuals also serve as directors of the Company and own equity in Curbline Properties which could create, or appear to create, conflicts of interest when these officers and the Company are faced with decisions (including with respect to the Shared Services Agreement) that could have different implications for the Company and Curbline Properties.

Conflicts of interest could likewise arise in connection with the exercise of rights (including termination rights) by, and resolution of any dispute between, the Company and Curbline Properties with respect to the terms of the agreements governing their separation and ongoing relationship. Conflicts of interest may also arise from the lease of vacant space or renewal of existing leases at the Company’s properties, which may be located near and compete with properties owned by Curbline Properties. Conflicts may also arise with respect to the employment of Company personnel, as Curbline Properties is not prohibited from soliciting the employment of Company employees.

The Agreements with Curbline Properties Were Not Negotiated on an Arm’s-Length Basis and May Not Be on the Same Terms as if They Had Been Negotiated With an Unaffiliated Third Party

The Separation and Distribution Agreement, the Tax Matters Agreement, the Employee Matters Agreement, the Shared Services Agreement and other agreements governing Curbline Properties’ separation from the Company in October 2024 and the Company’s ongoing relationship with Curbline Properties were negotiated between related parties and do not reflect the terms that would have been negotiated at arm’s length with an unaffiliated third party. For example, the allocation of assets, liabilities, expenses, rights, durations, indemnification and other obligations between the Company and Curbline Properties under these agreements would likely

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have been different if they had been agreed to by unaffiliated parties. It is unlikely that an unaffiliated third party would be willing or able to perform certain of these agreements or provide similar services on the same terms or at all.

The Company Is Required to Provide Services and Certain Benefits to Curbline Properties for the Duration of the Shared Services Agreement, Even If it is Economically Inefficient to do so

Pursuant to the terms of the Shared Services Agreement, until October 1, 2027 or such earlier time as the Shared Services Agreement is terminated in accordance with its terms, the Company is generally obligated to provide Curbline Properties with the services of such Company’s employees and the use or benefit of such of the Company’s assets, offices and other resources as may be necessary or useful for Curbline Properties to establish and operate various business functions in a manner consistent with a REIT similarly situated to Curbline Properties. As a result of these obligations, even as sales of Company assets cause a significant decrease in the size of the Company’s portfolio and income, the Company will have limited ability to proportionately reduce the size of its organization and general and administrative expense during the term of the Shared Services Agreement. While Curbline Properties is required to pay certain fees to the Company pursuant to the terms of the Shared Services Agreement, these fees do not fully offset the cost of the services and benefits the Company is required to provide to Curbline Properties during the term of the agreement. As a result, the costs incurred by the Company to satisfy its obligations to Curbline Properties during the term of the Shared Services Agreement are expected to continue to have an increasingly disproportionate and adverse impact on the Company’s results of operations and its ability to use cash flow from operations and disposition proceeds to make distributions to shareholders.

Risks Related to the Company’s Common Shares

Changes in Market Conditions Could Adversely Affect the Market Price of the Company’s Publicly Traded Securities

As with other publicly traded securities, the market price of the Company’s publicly traded securities depends on various factors and market conditions, which may change from time to time. Among the factors and market conditions that may affect the market price of the Company’s publicly traded securities are the following:

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The market’s perception of the Company’s strategy, the value of its remaining assets and the amount and timing of its future cash distributions;

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An increase in market interest rates, which could adversely impact the value of the Company’s properties;

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The extent of institutional investor interest in the Company and the properties it owns;

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The attractiveness of the securities of REITs in comparison to securities issued by other entities (including securities issued by other real estate companies or sovereign governments), bank deposits or other investments;

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The Company’s financial condition and performance and

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General economic and financial market conditions.

If an Active Trading Market for the Company’s Common Shares Is Not Sustained Because the Company’s Common Shares Are De-listed from the NYSE or Otherwise, Shareholders’ Ability to Sell Shares When Desired and the Prices Obtained Will Be Adversely Affected

The Company’s common shares are currently listed on the New York Stock Exchange (the “NYSE”) under the trading symbol “SITC.” However, there can be no assurance that the Company’s common shares will continue to be listed on the NYSE or that an active trading market for the Company’s common shares will be maintained, especially as the Company executes on its strategy to sell its remaining properties and make distributions to shareholders, which is expected to negatively impact the price of the Company’s common shares, its market capitalization and its ability to satisfy the NYSE’s minimum listing requirements. The Company expects to voluntarily de-list its common shares from the NYSE as it approaches price-per-share and market capitalization levels that would trigger automatic de-listing. The NYSE also has certain discretionary authority to de-list the Company’s common shares. Accordingly, no assurance can be given as to the ability of the Company’s shareholders to sell their common shares or the price that shareholders may obtain for their common shares, particularly after the Company’s common shares cease to be listed on the NYSE.

The Company May Adopt a Plan of Liquidation, Which May Have Adverse Tax Consequences and Adversely Affect Shareholders’ Ability to Exit Their Investment in the Company

The Company may elect to adopt a formal plan of liquidation in the future to sell its remaining assets and to liquidate and dissolve the Company. The REIT provisions of the Code generally require that the Company distribute at least 90% of its REIT taxable income each year (determined without regard to the dividends paid deduction and excluding net capital gain) as a dividend to its shareholders. Liquidating distributions made pursuant to any plan of liquidation are expected to qualify for the dividends paid

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deduction, provided that they are made within 24 months of the adoption of such plan. In the event a plan of liquidation is adopted, conditions may arise that might prevent the Company from being able to liquidate within such 24-month period. For instance, it may not be possible to sell all of the Company’s remaining properties during such period. In such event, rather than retain the unsold properties and risk losing its status as a REIT, the Company could elect, for tax purposes, to transfer its remaining assets and liabilities to a liquidating trust or convert to a limited liability company in order to meet the 24-month requirement. Any shareholders who have not sold their common shares prior to such a transfer or conversion would receive non-transferable beneficial interests in the liquidating trust or non-transferrable beneficial membership interests in the limited liability company equivalent to their ownership interests in the Company, as represented by the Company’s common shares that they held prior to the transfer or conversion.

The Company May Issue Additional Securities Without Shareholder Approval

The Company can issue preferred shares and common shares without shareholder approval subject to certain limitations in the Company’s Articles of Incorporation. Holders of preferred shares have priority over holders of common shares, and the issuance of additional shares reduces the ownership interest of existing holders in the Company.

Risks Related to the Company’s Taxation as a REIT

If the Company Fails to Qualify as a REIT or Otherwise Surrenders its Status as a REIT in Any Taxable Year, It Will Be Subject to U.S. Federal Income Tax as a Regular Corporation and Could Have Significant Tax Liability, Which May Have a Significant Adverse Consequence to the Value of the Company’s Shares

The Company currently seeks to operate in a manner that allows it to qualify as a REIT for U.S. federal income tax purposes. However, REIT qualification requires that the Company satisfy numerous requirements (some on an annual or quarterly basis) established under highly technical and complex provisions of the Code, for which there are a limited number of judicial or administrative interpretations. The Company’s status as a REIT requires an analysis of various factual matters and circumstances that are not entirely within its control. In addition, the amount of non-qualifying assets and income the Company can own and earn while still maintaining its REIT status has decreased in recent years due to the reduction in the size of the Company’s operations resulting from asset sales and the spin-off of Curbline and is expected to further decrease in the future. Accordingly, the Company’s ability to qualify and remain qualified as a REIT for U.S. federal income tax purposes is not certain and cannot be assured. Even a technical or inadvertent violation of the REIT requirements could jeopardize the Company’s REIT qualification. Furthermore, Congress or the IRS might change the tax laws or regulations and the courts could issue new rulings, in each case potentially having a retroactive effect that could make it more difficult or impossible for the Company to continue to qualify as a REIT. Alternatively, the Company may elect to surrender its REIT status in connection with 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.

If the Company ceases to qualify as a REIT in any tax year, the following will result:

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The Company would be taxed as a regular domestic corporation, which, among other things, means that it would be unable to deduct distributions to its shareholders in computing its taxable income and would be subject to U.S. federal income tax on its taxable income at regular corporate rates;

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Any resulting tax liability could be substantial and would reduce the amount of cash available for distribution to shareholders and could force the Company to liquidate assets or take other actions that could have a detrimental effect on its operating results and

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Unless the Company were entitled to relief under applicable provisions, it would be disqualified from treatment as a REIT for the four taxable years following the year during which the Company lost its qualification, and its cash available for debt service obligations and distribution to its shareholders, therefore, would be reduced for each of the years in which the Company does not qualify as a REIT.

Even if the Company remains qualified as a REIT, it may face other tax liabilities that directly or indirectly reduce its cash flow. The Company may conduct certain non-qualifying operations through a TRS, which is subject to taxation, and any changes in the laws affecting the Company’s use of a TRS may increase the Company’s tax expenses. The Company may also be subject to certain federal, state and local taxes on its income and property either directly or at the level of its subsidiaries. Any of these taxes would decrease cash available for debt service obligations and distribution to the Company’s shareholders.

Compliance with REIT Requirements May Negatively Affect the Company’s Operating Decisions

To maintain its status as a REIT for U.S. federal income tax purposes, the Company must meet certain requirements on an ongoing basis, including requirements regarding its sources of income, the nature and diversification of its assets, the amounts the

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Company distributes to its shareholders and the ownership of its shares. The Company may also be required to make distributions to its shareholders when it does not have funds readily available for distribution or at times when the Company’s funds are otherwise needed to fund capital expenditure obligations.

As a REIT, the Company must distribute at least 90% of its annual net taxable income (excluding net capital gains) to its shareholders. To the extent that the Company satisfies this distribution requirement, but distributes less than 100% of its net taxable income, the Company will be subject to U.S. federal corporate income tax on its undistributed taxable income. In addition, the Company will be subject to a 4% non-deductible excise tax if the actual amount paid to its shareholders in a calendar year is less than the minimum amount specified under U.S. federal tax laws. From time to time, the Company may generate taxable income greater than its income for financial reporting purposes, or its net taxable income may be greater than its cash flows available for distribution to its shareholders. If the Company does not have other funds available in these situations, it could be required to borrow funds or find other sources of funds in order to meet the REIT distribution requirements and avoid corporate income tax and the 4% excise tax.

The Company’s access to third-party sources of capital depends on a number of factors, including the market’s perception of the value of the Company’s properties, its then current debt levels, the market price of its common shares and current and potential future earnings. The Company cannot assure shareholders that it will have access to such capital on favorable terms at the desired times, or at all, which may cause the Company to dispose of assets at inopportune times and could materially and adversely affect the Company. The Company may make taxable in-kind distributions of common shares, which may cause shareholders to be required to pay income taxes with respect to such distributions in excess of any cash received, or the Company may be required to withhold taxes with respect to such distributions in excess of any cash shareholders receive.

The Company May Be Forced to Borrow Funds to Maintain Its REIT Status, and the Unavailability of Such Capital on Favorable Terms at the Desired Times, or at All, May Cause the Company to Dispose of Assets at Inopportune Times, Which Could Materially and Adversely Affect the Company

To qualify as a REIT, the Company generally must distribute to shareholders at least 90% of its REIT taxable income each year, determined without regard to the dividends paid deduction and excluding any net capital gains, and the Company will be subject to regular corporate income taxes on its undistributed taxable income to the extent that the Company distributes less than 100% of its REIT taxable income, determined without regard to the dividends paid deduction and including any net capital gains, each year. In addition, the Company will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions paid by the Company in any calendar year are less than the sum of 85% of the Company’s ordinary income, 95% of its capital gain net income and 100% of its undistributed income from prior years. The Company could have a potential distribution shortfall as a result of, among other things, differences in timing between the actual receipt of cash and recognition of income for U.S. federal income tax purposes or the effect of nondeductible capital expenditures, the creation of reserves or required debt or amortization payments. In order to maintain REIT status and avoid the payment of income and excise taxes, the Company may need to borrow funds to meet the REIT distribution requirements. The Company may not be able to borrow funds on favorable terms or at all, and the Company’s ability to borrow may be restricted by the terms of the instruments governing the Company’s existing indebtedness (if any). The Company’s access to third-party sources of capital depends on a number of factors, including the market’s perception of the value of the Company’s properties, its current debt levels, the market price of its common shares and current and potential future earnings. The Company cannot assure shareholders that it will have access to such capital on favorable terms at the desired times, or at all, which may cause the Company to dispose of assets at inopportune times and could materially and adversely affect the Company. The Company may make taxable in-kind distributions of common shares, which may cause shareholders to be required to pay income taxes with respect to such distributions in excess of any cash received, or the Company may be required to withhold taxes with respect to such distributions in excess of any cash shareholders receive.

Dividends Paid by REITs Generally Do Not Qualify for Reduced Tax Rates

In general, the maximum U.S. federal income tax rate for dividends paid to individual U.S. shareholders is 20%. Due to its REIT status, the Company’s distributions to individual shareholders generally are not eligible for the reduced rates. However, U.S. shareholders that are individuals, trusts or estates generally may deduct up to 20% of the ordinary dividends (e.g., REIT dividends that are not designated as capital gain dividends or qualified dividend income) received from a REIT for taxable years beginning after December 31, 2017. Although this deduction reduces the effective tax rate applicable to certain dividends paid by REITs (generally to 29.6%, assuming the shareholder is subject to the 37% maximum rate), such tax rate is still higher than the tax rate applicable to corporate dividends that constitute qualified dividend income. Accordingly, investors who are individuals, trusts or estates may perceive investments in REITs to be relatively less attractive than investments in stocks of non-REIT corporations that pay dividends, which could materially and adversely affect the value of the shares of REITs, including the per share trading price of the Company’s common shares.

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Certain Foreign Shareholders May Be Subject to U.S. Federal Income Tax on Gain Recognized on a Disposition of the Company’s Common Shares if the Company Does Not Qualify as a “Domestically Controlled” REIT

A foreign person disposing of a U.S. real property interest, including shares of a U.S. corporation whose assets consist principally of U.S. real property interests, is generally subject to U.S. federal income tax on any gain recognized on the disposition. This tax does not apply, however, to the disposition of stock in a REIT if the REIT is “domestically controlled.” In general, the Company will be a domestically controlled REIT if at all times during the five-year period ending on the applicable stockholder’s disposition of the Company’s stock, less than 50% in value of the stock was held directly or indirectly by non-U.S. persons. If the Company were to fail to qualify as a domestically controlled REIT, gain recognized by a foreign stockholder on a disposition of the Company’s common shares would be subject to U.S. federal income tax unless the common shares were traded on an established securities market and the foreign stockholder did not at any time during a specific testing period directly or indirectly own more than 10% of the Company’s outstanding common stock.

Legislative or Other Actions Affecting REITs Could Have a Negative Effect on the Company

The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the Department of the Treasury. Changes to the tax laws, with or without retroactive application, could materially and adversely affect the Company or its shareholders. The Company cannot predict how changes in the tax laws might affect shareholders or the Company. New legislation, Treasury regulations, administrative interpretations or court decisions could significantly and negatively affect the Company’s ability to qualify as a REIT, the U.S. federal income tax consequences of such qualification or the U.S. federal income tax consequences of an investment in the Company. In addition, the law relating to the tax treatment of other entities, or an investment in other entities, could change, making an investment in such other entities more attractive relative to an investment in a REIT. Furthermore, potential amendments and technical corrections, as well as interpretations and implementation of regulations by the Treasury and IRS, may have or may in the future occur or be enacted, and, in each case, they could lessen or increase the impact of the Tax Cuts and Jobs Act of 2017 (the “TCJA”). In addition, states and localities, which often use federal taxable income as a starting point for computing state and local tax liabilities, continue to react to the TCJA, and these may exacerbate its negative, or diminish its positive, effects on the Company. It is impossible to predict the nature or extent of any new tax legislation, regulation or administrative interpretations, but such items could adversely affect the Company’s operating results, financial condition and/or future business planning.

General Risks Relating to Investments in the Company’s Securities

The Company May Be Unable to Retain or Attract Key Management Personnel

The Company may be unable to retain or attract talented executives particularly in consideration of its disposition strategy and the anticipated winding up of its operations. Pursuant to the terms of the Shared Services Agreement, Curbline Properties currently provides the Company with a Chief Executive Officer and Chief Investment Officer and therefore these officers are not employed by, or exclusively dedicated to, the Company. At any time, Curbline Properties may provide different individuals to serve as our Chief Executive Officer and Chief Investment Officer than the individuals currently serving in those roles. Upon the termination of the Shared Services Agreement, the Company does not expect the individuals currently provided to the Company to continue to serve as our Chief Executive Officer and Chief Investment Officer. In the event of the loss of key management personnel, including in connection with the termination of the Shared Services Agreement, the Company may not be able to find replacements with comparable skill, ability and industry expertise. The Company’s operating results and financial condition, the execution of the Company’s disposition strategy and the market price of the Company’s common shares could be materially and adversely affected until suitable replacements are identified and retained, if at all.

The Company Is Subject to Litigation That Could Adversely Affect Its Results of Operations

The Company is a defendant from time to time in lawsuits and regulatory proceedings relating to its business. Due to the inherent uncertainties of litigation and regulatory proceedings, the Company cannot accurately predict the ultimate outcome of any such litigation or proceedings. An unfavorable outcome could adversely affect the Company’s business, financial condition or results of operations. Any such litigation could also lead to increased volatility of the trading price of the Company’s common shares. For a further discussion of litigation risks, see “Legal Matters” in Note 7, “Commitments and Contingencies,” to the Company’s consolidated financial statements.