Simon Property Group

“Certain department stores and other national retailers have experienced, and may continue to experience for the foreseeable future (given uncertainty with respect to current and future macroeconomic conditions and consumer confidence levels), considerable decreases in customer traffic in their retail stores, increased competition from alternative retail options such as those accessible via the Internet and other forms of pressure on their business models. As pressure on these department stores and other national retailers increases, their ability to maintain their stores, meet their obligations both to us and to their external lenders and suppliers, withstand takeover attempts or avoid bankruptcy and/or liquidation may be impaired and result in closures of their stores or their seeking of a lease modification with us.”

Annual report unknown yearA · The company itself

“Among other causes, (1) an increased number of bankruptcies of anchor stores and other national retailers, as well as store closures may occur, and (2) there may be lower demand from retail tenants for space, due to certain retailers increasing their use of e-commerce websites to distribute their merchandise.”

Annual report unknown yearA · The company itself

“The increased popularity of digital and mobile technologies has accelerated the transition of a percentage of market share from shopping at physical stores to web-based shopping. Although a brick-and-mortar presence may have a positive impact on retailers’ online sales, the increased utilization of pure online shopping may lead to the closure of underperforming stores by retailers, which could impact our occupancy levels and the rates that tenants are willing to pay to lease our space.”

Annual report unknown yearA · The company itself

“We also have interests in investments in retail operations (such as Catalyst Brands LLC); an e-commerce venture (Rue Gilt Groupe, or RGG, which operates shop.simon.com), and Jamestown (a global real estate investment and management company), collectively, our other platform investments.”

Annual report unknown yearA · The company itself

“We face potential adverse effects from tenant bankruptcies. Bankruptcy filings by retailers can occur regularly in the course of our operations.”

Annual report unknown yearA · The company itself

“We own, develop and manage premier shopping, dining, entertainment and mixed-use destinations, which consist primarily of malls, Premium Outlets®, and The Mills®.”

Annual report unknown yearA · The company itself

“Brea Mall CA Brea (Los Angeles) Fee 100.0 % Acquired 1998 99.0 % 1,360,764 Nordstrom, Macy's (8), JCPenney, Life Time (6), Dick's Sporting Goods (6) 9. Briarwood Mall MI Ann Arbor Fee 100.0 % Acquired 2007 93.1 % 924,116 Macy's, JCPenney, Von Maur, Harvest Market (6), Dick's Sporting Goods (6), Hilton Garden Inn (14), Towne Place Suites by Marriott (14) 10. Brickell City Centre FL Miami Fee 100.0 % Built 2016 98.6 % 471,577 Saks Fifth Avenue, Cinemex, EAST Miami Hotel (14) 11.”

Annual report unknown yearA · The company itself

“We may not be able to lease new or redeveloped properties to or renew leases and relet space at existing properties with an appropriate mix of tenants or at desired rents, if at all. ● Acts of violence, civil unrest or criminal activity, actual or threatened terrorist attacks and inappropriate and unacceptable behavior by visitors at our properties could adversely affect our business operations. ● We face a wide range of competition that could affect our ability to operate profitably, including e-commerce, as well as evolving consumer preferences and purchasing habits. ● Epidemics, pandemics or other public health crisis, and governmental reactions thereto, could have a significant negative impact on our and our tenants’ business, financial condition, results of operations, cash flow and liquidity and our ability to access the capital markets, satisfy our debt service obligations and make distributions to our shareholders.”

Annual report unknown yearA · The company itself

“Table of Contents Some of our properties depend on anchor stores or other large nationally recognized tenants to attract shoppers and we could be materially and adversely affected by the loss of one or more of these anchors or tenants. Our properties are typically anchored by department stores and other large nationally recognized tenants.”

Annual report unknown yearA · The company itself

“We own, develop and manage premier shopping, dining, entertainment and mixed-use destinations, which consist primarily of malls, Premium Outlets®, and The Mills®.”

Annual report unknown yearA · The company itself

“REIT distribution requirements could adversely affect our liquidity and our ability to execute our business plan. ● Partnership tax audit rules could have a material adverse effect on us. ● Legislative, administrative, regulatory or other actions affecting REITs, including positions taken by the IRS, could have a material adverse effect on us and our investors. ● Provisions in Simon’s charter and by-laws and in the Operating Partnership’s partnership agreement could prevent a change of control. ● We have a substantial debt burden that could affect our future operations. ● The agreements that govern our indebtedness contain various covenants that impose restrictions on us that might affect our ability to operate freely. ● Disruption in the capital and credit markets may increase the cost of capital and may adversely affect our ability to access external financings for our growth and ongoing debt service requirements.”

Annual report unknown yearA · The company itself

“Adverse changes in our credit ratings could affect our borrowing capacity and borrowing terms. ● An increase in interest rates would increase our interest costs on variable rate debt and could adversely impact our ability to refinance existing debt on attractive terms, or at all; our hedging interest rate protection arrangements may not effectively limit our interest rate risk. ● We have limited control with respect to some properties that are partially owned or managed by third parties, which may adversely affect our ability to sell or refinance them. ● The Operating Partnership guarantees debt or otherwise provides support for a number of joint venture properties. ● Our success depends, in part, on our ability to attract, motivate, retain and develop talented employees, and our failure to do so, including the loss of any one of our key personnel, could adversely impact our business.”

Annual report unknown yearA · The company itself

“Additionally, a high interest rate environment, could prevent us from accessing capital at attractive interest rates, which could adversely impact our ability to refinance existing debt at maturity as well as our ability to fund development and/or opportunistic acquisition activities.”

Annual report unknown yearA · The company itself

“Our future earnings, cash flows and fair values relating to financial instruments are dependent upon prevalent market rates of interest, primarily SOFR. Based upon consolidated indebtedness and interest rates at December 31, 2025, a 50 basis point increase in the market rates of interest would decrease future earnings and cash flows by approximately $0.2 million, and would decrease the fair value of debt by approximately $754.7 million.”

Annual report unknown yearA · The company itself

“As of December 31, 2025, our consolidated mortgages and unsecured indebtedness, excluding related premium, discount and debt issuance costs, totaled $28.6 billion.”

Annual report unknown yearA · The company itself

“Risks Related to Real Estate Holdings and Operations Some of our properties are subject to potential natural or other disasters. A material amount of our share of NOI is derived in states such as Florida, California, Texas and New York which are located in areas which may be subject to a higher risk of natural disasters such as tornados, floods, blizzards, hurricanes, heatwaves, fires, drought, earthquakes or tsunamis.”

Annual report unknown yearA · The company itself

“We face risks associated with climate change. Due to changes in weather patterns caused by climate change, our properties in certain markets including Florida, California, Texas and New York, where we derive a material amount of our share of NOI could experience increases in storm intensity, storm frequency and be impacted by rising sea levels.”

Annual report unknown yearA · The company itself

“These risks, and the potential impact thereof, may be exacerbated by the volume and complexity of such activity, as well as inflationary pressures, tariffs, rising interest rates, supply chain disruptions and labor shortages.”

Annual report unknown yearA · The company itself

“These risks include, but are not limited to: ● adverse effects of changes in exchange rates for foreign currencies; ● changes in foreign political and economic environments, regionally, nationally, and locally; ● impact from threatened or implemented tariffs and international trade disputes and the associated impact on our tenants’ supply chain and consumer spending levels; ● challenges of complying with a wide variety of foreign laws, including corporate governance, operations, taxes and litigation, may lead to operating inefficiencies or increased costs; ● the risk that we, our employees and/or agents could violate anti-bribery, anti-corruption and international trade laws in the U.S., such as the U.S.”

Annual report unknown yearA · The company itself

“Disruption in the capital and credit markets may increase the cost of capital and may adversely affect our ability to access external financings for our growth and ongoing debt service requirements. We depend on free cash flow and external financings, principally debt financings, to fund the growth of our business, execute on our business model, and to ensure that we can meet ongoing maturities of our outstanding debt. Our access to financing depends on our credit ratings, the willingness of lending institutions and other debt investors to grant credit to us 22 Table of Contents and conditions in the capital markets in general, which can impact both our cost of capital and, to a lesser degree, our ability to access capital.”

Annual report unknown yearA · The company itself

“These risks, and the potential impact thereof, may be exacerbated by the volume and complexity of such activity, as well as inflationary pressures, tariffs, rising interest rates, supply chain disruptions and labor shortages.”

Annual report unknown yearA · The company itself

“Epidemics, pandemics or other public health crisis, and governmental reactions thereto, could have a significant negative impact on our and our tenants’ business, financial condition, results of operations, cash flow and liquidity and our ability to access the capital markets, satisfy our debt service obligations and make distributions to our shareholders.”

Annual report unknown yearA · The company itself

“Acts of violence, civil unrest or criminal activity, actual or threatened terrorist attacks and inappropriate and unacceptable behavior by visitors at our properties could adversely affect our business operations. Because our properties are open to the public, they are exposed to risks related to acts of violence, civil unrest and criminal activity as well as actual or threatened terrorist attacks that may be beyond our control or ability to prevent, and recently there has been an increased risk of organized retail crime and physical violence, the severity and frequency of which varies by market and location.”

Annual report unknown yearA · The company itself

“These risks include, but are not limited to: ● adverse effects of changes in exchange rates for foreign currencies; ● changes in foreign political and economic environments, regionally, nationally, and locally; ● impact from threatened or implemented tariffs and international trade disputes and the associated impact on our tenants’ supply chain and consumer spending levels; ● challenges of complying with a wide variety of foreign laws, including corporate governance, operations, taxes and litigation, may lead to operating inefficiencies or increased costs; ● the risk that we, our employees and/or agents could violate anti-bribery, anti-corruption and international trade laws in the U.S., such as the U.S.”

Annual report unknown yearA · The company itself

“Artificial generative intelligence technologies present risks related to the control of our proprietary business information, keeping such information confidential, and emerging regulatory risk, any or all of which may adversely affect our business and results of operations. There are risks associated with artificial intelligence (“AI"), any or all of which could adversely affect our business. Issues in the development and use of AI, combined with an uncertain regulatory environment, may result in reputational harm, liability, or other adverse consequences to our business operations.”

Annual report unknown yearA · The company itself

“Artificial generative intelligence technologies present risks related to the control of our proprietary business information, keeping such information confidential, and emerging regulatory risk, any or all of which may adversely affect our business and results of operations. There are risks associated with artificial intelligence (“AI"), any or all of which could adversely affect our business. Issues in the development and use of AI, combined with an uncertain regulatory environment, may result in reputational harm, liability, or other adverse consequences to our business operations.”

Annual report unknown yearA · The company itself

“The real estate market is affected by many factors, such as general economic conditions, availability and terms of financing, interest rates and other factors, including supply and demand for space, that are beyond our control.”

Annual report unknown yearA · The company itself

“These risks, and the potential impact thereof, may be exacerbated by the volume and complexity of such activity, as well as inflationary pressures, tariffs, rising interest rates, supply chain disruptions and labor shortages.”

Annual report unknown yearA · The company itself

“These risks, and the potential impact thereof, may be exacerbated by the volume and complexity of such activity, as well as inflationary pressures, tariffs, rising interest rates, supply chain disruptions and labor shortages.”

Annual report unknown yearA · The company itself

“Such international activities carry risks that are different from, or may be of a different magnitude than, those we face with our domestic properties and operations. These risks include, but are not limited to: ● adverse effects of changes in exchange rates for foreign currencies; ● changes in foreign political and economic environments, regionally, nationally, and locally; ● impact from threatened or implemented tariffs and international trade disputes and the associated impact on our tenants’ supply chain and consumer spending levels; ● challenges of complying with a wide variety of foreign laws, including corporate governance, operations, taxes and litigation, may lead to operating inefficiencies or increased costs; ● the risk that we, our employees and/or agents could violate anti-bribery, anti-corruption and international trade laws in the U.S., such as the U.S.”

Annual report unknown yearA · The company itself

“Such international activities carry risks that are different from, or may be of a different magnitude than, those we face with our domestic properties and operations. These risks include, but are not limited to: ● adverse effects of changes in exchange rates for foreign currencies; ● changes in foreign political and economic environments, regionally, nationally, and locally; ● impact from threatened or implemented tariffs and international trade disputes and the associated impact on our tenants’ supply chain and consumer spending levels; ● challenges of complying with a wide variety of foreign laws, including corporate governance, operations, taxes and litigation, may lead to operating inefficiencies or increased costs; ● the risk that we, our employees and/or agents could violate anti-bribery, anti-corruption and international trade laws in the U.S., such as the U.S.”

Annual report unknown yearA · The company itself

“Internationally, as of December 31, 2025, we had ownership interests in 42 properties primarily located in Asia, Europe and Canada.”

Annual report unknown yearA · The company itself

“As of December 31, 2025, we also owned a 22.2% equity stake in Klépierre SA, or Klépierre, a publicly traded, Paris-based real estate company, which owns, or has an interest in, shopping centers located in 13 countries in Europe.”

Annual report unknown yearA · The company itself

“European Investments At December 31, 2025, we owned 63,355,252 shares, or approximately 22.2%, of Klépierre, which had a quoted market price of $39.61 per share. Klépierre is a publicly traded, Paris-based real estate company which owns, or has an interest in shopping centers located in 13 countries.”

Annual report unknown yearA · The company itself

“As of December 31, 2025, we had a controlling interest in a European investee with interests in 12 Designer Outlet properties, 11 of which are located in Europe and one outlet property is located in Canada. Of the 11 properties in Europe, two are in Italy, two are in the Netherlands, two are in the United Kingdom, two are in France and one each is in Austria, Germany, and Spain.”

Annual report unknown yearA · The company itself

“Internationally, as of December 31, 2025, we had ownership interests in 42 properties primarily located in Asia, Europe and Canada.”

Annual report unknown yearA · The company itself

“We also have an interest in operating joint ventures that own full-price malls located in the People’s Republic of China and in South Korea. Our ownership in these properties ranges from 17% to 49%.”

Annual report unknown yearA · The company itself

“We also have an interest in operating joint ventures that own full-price malls located in the People’s Republic of China and in South Korea. Our ownership in these properties ranges from 17% to 49%.”

Annual report unknown yearA · The company itself

“Punta Norte Premium Outlets ​ Mexico City ​ Fee ​ 50.0 % 2004 ​ 333,000 ​ Adidas, Calvin Klein, CH Carolina Herrera, Coach, Dolce & Gabbana, Nautica, Nike, Salvatore Ferragamo, Zegna ​ 29.”

Annual report unknown yearA · The company itself

“Premium Outlets Montreal ​ Montreal (Quebec) ​ Fee ​ 50.0 % 2014 ​ 367,500 ​ Adidas, Calvin Klein, Coach, Gap, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Tommy Hilfiger, Under Armour ​ 4.”

Annual report unknown yearA · The company itself

“As of December 31, 2025, we owned or held an interest in 212 income-producing properties in the United States, which consisted of 108 malls, 70 Premium Outlets, 16 Mills, six lifestyle centers, and 12 other retail properties in 38 states and Puerto Rico.”

Annual report unknown yearA · The company itself